-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H44O2SWL/ZJSxJLlbSuYv3JQ1fflK6e1vEs3UvHegp8w4p2F+0le8sbo3rQ198yD IHUqXkQOJvahkBiBqkjbGg== 0001193125-06-144972.txt : 20060712 0001193125-06-144972.hdr.sgml : 20060712 20060711213921 ACCESSION NUMBER: 0001193125-06-144972 CONFORMED SUBMISSION TYPE: 497 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060712 DATE AS OF CHANGE: 20060711 EFFECTIVENESS DATE: 20060712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIFUNDS TRUST I CENTRAL INDEX KEY: 0000744388 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-90518 FILM NUMBER: 06957182 BUSINESS ADDRESS: STREET 1: 125 BROAD ST 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2122292554 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK FUNDS I DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK GROWTH & INCOME FUND DATE OF NAME CHANGE: 19900429 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARKFUNDS MANAGED MUNICIPAL BOND TRUST DATE OF NAME CHANGE: 19860819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALOMON BROTHERS INVESTORS VALUE FUND INC CENTRAL INDEX KEY: 0000074575 IRS NUMBER: 132874095 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-14025 FILM NUMBER: 06957179 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: C/O SALOMON BROS. ASSET MANAGEMENT INC. CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 1-800-725-6666 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: C/O SALOMON BROS. ASSET MANAGEMENT INC. CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SALOMON BROTHERS INVESTORS FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LEHMAN INVESTORS FUND INC DATE OF NAME CHANGE: 19900503 FORMER COMPANY: FORMER CONFORMED NAME: ONE WILLIAM STREET FUND INC DATE OF NAME CHANGE: 19850113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS APPRECIATION FUND, INC CENTRAL INDEX KEY: 0000089558 IRS NUMBER: 132653031 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-34576 FILM NUMBER: 06957187 BUSINESS ADDRESS: STREET 1: CITIGROUP ASSET MANAGEMENT STREET 2: 125 BROAD STREET, 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY APPRECIATION FUND INC DATE OF NAME CHANGE: 19950125 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON APPRECIATION FUND INC DATE OF NAME CHANGE: 19931015 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN BROTHERS APPRECIATION FUND INC DATE OF NAME CHANGE: 19930326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS FUNDS, INC. CENTRAL INDEX KEY: 0000091157 IRS NUMBER: 132583041 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-25890 FILM NUMBER: 06957193 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY FUNDS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INCOME & GROWTH FUND INC DATE OF NAME CHANGE: 19840815 FORMER COMPANY: FORMER CONFORMED NAME: MOODYS FUND INC DATE OF NAME CHANGE: 19720512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALOMON BROTHERS CAPITAL FUND INC CENTRAL INDEX KEY: 0000202385 IRS NUMBER: 132874095 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-57073 FILM NUMBER: 06957181 BUSINESS ADDRESS: STREET 1: CITIGROUP ASSET MANAGEMENT STREET 2: 125 BROAD STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-291-2556 MAIL ADDRESS: STREET 1: CITIGROUP ASSET MANAGEMENT STREET 2: 125 BROAD STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: LEHMAN CAPITAL FUND INC DATE OF NAME CHANGE: 19900503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMITH BARNEY MONEY FUNDS INC CENTRAL INDEX KEY: 0000275811 IRS NUMBER: 132788602 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-51301 FILM NUMBER: 06957201 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR - MF2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR - MF2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL LIQUID RESERVES INC DATE OF NAME CHANGE: 19910711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS MANAGED MUNICIPALS FUND, INC CENTRAL INDEX KEY: 0000319460 IRS NUMBER: 133059345 STATE OF INCORPORATION: MD FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-69308 FILM NUMBER: 06957212 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR - MF2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR - MF2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY MANAGED MUNICIPALS FUND INC DATE OF NAME CHANGE: 19950125 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON MANAGED MUNICIPALS FUND INC DATE OF NAME CHANGE: 19931203 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN BROTHERS MANAGED MUNICIPALS FUND INC DATE OF NAME CHANGE: 19930326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMITH BARNEY MUNICIPAL MONEY MARKET FUND INC CENTRAL INDEX KEY: 0000320282 IRS NUMBER: 133043472 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-69938 FILM NUMBER: 06957202 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY TAX FREE MONEY FUNDS INC DATE OF NAME CHANGE: 19940701 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON DAILY TAX FREE DIVIDEND INC DATE OF NAME CHANGE: 19931213 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY TAX FREE MONEY FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS FUNDAMENTAL VALUE FUND, INC CENTRAL INDEX KEY: 0000351934 IRS NUMBER: 911146641 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-71469 FILM NUMBER: 06957190 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY FUNDAMENTAL VALUE FUND INC DATE OF NAME CHANGE: 20051215 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON FUNDAMENTAL VALUE FUND INC DATE OF NAME CHANGE: 19931015 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN BROTHERS FUNDAMENTAL VALUE FUND INC DATE OF NAME CHANGE: 19930326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS INVESTMENT FUNDS, INC. CENTRAL INDEX KEY: 0000355747 IRS NUMBER: 133089608 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-74288 FILM NUMBER: 06957195 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INVESTMENT FUNDS INC DATE OF NAME CHANGE: 20060105 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INVESTMENT FUNDS INC /MD/ DATE OF NAME CHANGE: 20010308 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON INVESTMENT FUNDS INC DATE OF NAME CHANGE: 19931015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS AGGRESSIVE GROWTH FUND, INC. CENTRAL INDEX KEY: 0000720506 IRS NUMBER: 061088990 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-84199 FILM NUMBER: 06957197 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY AGGRESSIVE GROWTH FUND INC DATE OF NAME CHANGE: 20051215 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON AGGRESSIVE GROWTH FUND INC DATE OF NAME CHANGE: 19931015 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN BROTHERS AGGRESSIVE GROWTH FUND INC DATE OF NAME CHANGE: 19930326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS CALIFORNIA MUNICIPALS FUND, INC CENTRAL INDEX KEY: 0000740871 IRS NUMBER: 000000000 FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-89548 FILM NUMBER: 06957211 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: CITIGROUP ASSET MANAGEMENT STREET 2: 125 BROAD STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY CALIFORNIA MUNICIPALS FUND INC DATE OF NAME CHANGE: 20051219 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY CALIFORNIA MUNICIPALS FUNDS INC DATE OF NAME CHANGE: 19950125 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON CALIFORNIA MUNICIPALS FUND INC DATE OF NAME CHANGE: 19931015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS TRUST II CENTRAL INDEX KEY: 0000744389 IRS NUMBER: 000000000 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-90519 FILM NUMBER: 06957184 BUSINESS ADDRESS: STREET 1: LEGG MASON STREET 2: 125 BROAD STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-625-4554 MAIL ADDRESS: STREET 1: LEGG MASON STREET 2: 125 BROAD STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY TRUST II DATE OF NAME CHANGE: 20010619 FORMER COMPANY: FORMER CONFORMED NAME: CITIFUNDS TRUST II DATE OF NAME CHANGE: 19981030 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK CAPITAL GROWTH FUND DATE OF NAME CHANGE: 19900426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIFUNDS TRUST III CENTRAL INDEX KEY: 0000747576 IRS NUMBER: 000000000 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-91556 FILM NUMBER: 06957200 BUSINESS ADDRESS: STREET 1: CITIGROUP ASSET MANAGEMENT STREET 2: 125 BROAD STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-625-4554 MAIL ADDRESS: STREET 1: CITIGROUP ASSET MANAGEMENT STREET 2: 125 BROAD STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK CASH RESERVES DATE OF NAME CHANGE: 19910320 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK FUNDS CASH RESERVES INC DATE OF NAME CHANGE: 19861030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS CORE PLUS BOND FUND, INC. CENTRAL INDEX KEY: 0000748826 IRS NUMBER: 133227583 STATE OF INCORPORATION: MD FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-91948 FILM NUMBER: 06957207 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10 FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY CORE PLUS BOND FUND INC. DATE OF NAME CHANGE: 20050324 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON MANAGED GOVERNMENTS FUND INC DATE OF NAME CHANGE: 19931015 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN BROTHERS MANAGED GOVERNMENTS FUND INC DATE OF NAME CHANGE: 19930331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS INCOME FUNDS CENTRAL INDEX KEY: 0000764624 IRS NUMBER: 000000000 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-96408 FILM NUMBER: 06957192 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INCOME FUNDS DATE OF NAME CHANGE: 19941228 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON INCOME FUNDS DATE OF NAME CHANGE: 19931015 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN BROTHERS INCOME FUNDS DATE OF NAME CHANGE: 19930331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS MUNICIPAL FUNDS CENTRAL INDEX KEY: 0000775370 IRS NUMBER: 136861405 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-99861 FILM NUMBER: 06957213 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY MUNI FUNDS DATE OF NAME CHANGE: 19940225 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY MUNI BOND FUNDS DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MUNI BOND FUNDS DATE OF NAME CHANGE: 19910804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALOMON FUNDS TRUST CENTRAL INDEX KEY: 0000794047 IRS NUMBER: 046554307 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-05819 FILM NUMBER: 06957183 BUSINESS ADDRESS: STREET 1: 21 MILK STREET STREET 2: 5TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6174231679 MAIL ADDRESS: STREET 1: SEVEN WORLD TRADE CENTER, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10048 FORMER COMPANY: FORMER CONFORMED NAME: CITIFUNDS TAX FREE INCOME TRUST DATE OF NAME CHANGE: 19981030 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK NEW YORK TAX FREE INCOME FUND DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS SECTOR SERIES, INC. CENTRAL INDEX KEY: 0000797480 IRS NUMBER: 133444708 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-07339 FILM NUMBER: 06957189 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SECTOR SERIES INC. DATE OF NAME CHANGE: 20051215 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SECTOR SERIES FUNDS DATE OF NAME CHANGE: 20010627 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY NATURAL RESOURCES FUND INC DATE OF NAME CHANGE: 19960116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS MASSACHUSETTS MUNICIPALS FUND CENTRAL INDEX KEY: 0000809846 IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-11417 FILM NUMBER: 06957206 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND DATE OF NAME CHANGE: 19950125 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON MASSACHUSETTS MUNICIPAL FUND DATE OF NAME CHANGE: 19931015 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN BROTHERS MASSACHUSETTS MUNICIPALS FUND DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS INVESTMENT SERIES CENTRAL INDEX KEY: 0000810271 IRS NUMBER: 000000000 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-11716 FILM NUMBER: 06957185 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INVESTMENT SERIES DATE OF NAME CHANGE: 20010306 FORMER COMPANY: FORMER CONFORMED NAME: CONCERT INVESTMENT SERIES DATE OF NAME CHANGE: 19980224 FORMER COMPANY: FORMER CONFORMED NAME: COMMON SENSE TRUST DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS ARIZONA MUNICIPALS FUND, INC CENTRAL INDEX KEY: 0000811706 IRS NUMBER: 000000000 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-12792 FILM NUMBER: 06957208 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY ARIZONA MUNICIPALS FUND INC DATE OF NAME CHANGE: 20051219 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY ARIZONA MUNICIPALS FUNDS INC DATE OF NAME CHANGE: 19950125 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON ARIZONA MUNICIPALS FUND INC DATE OF NAME CHANGE: 19931015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS NEW JERSEY MUNICIPALS FUND, INC CENTRAL INDEX KEY: 0000825629 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-18779 FILM NUMBER: 06957210 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY NEW JERSEY MUNICIPALS FUND INC DATE OF NAME CHANGE: 20051215 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON NEW JERSEY MUNICIPALS FUND INC DATE OF NAME CHANGE: 19931015 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN BROTHERS NEW JERSEY MUNICIPALS FUND INC DATE OF NAME CHANGE: 19930331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIFUNDS PREMIUM TRUST CENTRAL INDEX KEY: 0000850628 IRS NUMBER: 000000000 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-28844 FILM NUMBER: 06957198 BUSINESS ADDRESS: STREET 1: CITIGROUP ASSET MANAGEMENT STREET 2: 125 BROAD STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-625-4554 MAIL ADDRESS: STREET 1: CITIGROUP ASSET MANAGEMENT STREET 2: 125 BROAD STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: CITIFUNDS PREMIUM TRST DATE OF NAME CHANGE: 19981030 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK INSTITUTIONAL CASH RESERVES DATE OF NAME CHANGE: 19900102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS SMALL CAP CORE FUND, INC CENTRAL INDEX KEY: 0000856343 IRS NUMBER: 133540130 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-25499 FILM NUMBER: 06957191 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SMALL CAP CORE FUND INC DATE OF NAME CHANGE: 20010430 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY DISCIPLINED SMALL CAP FUND INC DATE OF NAME CHANGE: 19970731 FORMER COMPANY: FORMER CONFORMED NAME: INEFFICIENT MARKET FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALOMON BROTHERS INSTITUTIONAL SERIES FUNDS INC CENTRAL INDEX KEY: 0000862501 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00305 FILM NUMBER: 06957204 BUSINESS ADDRESS: STREET 1: CITIGROUP ASSET MANAGEMENT STREET 2: 125 BROAD STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-291-2556 MAIL ADDRESS: STREET 1: CITIGROUP ASSET MANAGEMENT STREET 2: 125 BROAD STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS WORLD FUNDS, INC. 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SCSMX C000027365 Class O SOSMX C000027366 Class Y SBPYX 0000873637 S000008877 Legg Mason Partners Inflation Management Fund C000024184 Class A SBGLX C000024185 Class B SBGBX C000024186 Class C SBUFX C000024187 Class O SGGLX C000024188 Class Y SBGYX 0000873637 S000008878 Legg Mason Partners International All Cap Growth Portfolio C000024189 Class A SBIEX C000024190 Class B SBIBX C000024191 Class C SBICX C000024192 Class Y SBIYX 0000880366 S000004158 Legg Mason Partners Classic Values Fund C000011705 Class Y C000011706 Class A sclax C000011707 Class B SCLBX C000011708 Class C scllx 0000880366 S000004159 Legg Mason Partners Intermediate Maturity California Municipals Fund C000011709 Class A itcax C000011710 Class B stdbx C000011711 Class C simlx C000011712 Class O siclx C000011713 Class Y sicyx 0000880366 S000004160 Legg Mason Partners Intermediate Maturity Mew York Municipals Fund C000011714 Class Y C000011715 Class A IMNYX C000011716 Class B SNMBX C000011717 Class C SINLX C000011718 Class O SNYLX 0000880366 S000004161 Legg Mason Partners Large Cap Growth Fund C000011719 Class A SBLGX C000011720 Class B SBLBX C000011721 Class C SLCCX C000011722 Class Y SBLYX 0000880366 S000004162 Legg Mason Partners Mid Cap Core Fund C000011723 Class A SBMAX C000011724 Class B SBMDX C000011725 Class C SBMLX C000011726 Class Y SMBYX C000011727 Class 1 SMCPX 0000880366 S000004163 Legg Mason Partners S&P 500 Index Fund C000011728 Class A C000011729 Class D 0000887428 S000007508 LEGG MASON PARTNERS ADJUSTABLE RATE INCOME FUND C000020490 SMITH BARNEY CLASS A ARMZX C000020491 SMITH BARNEY CLASS B ARMBX C000020492 SMITH BARNEY CLASS C ARMGX C000020493 SMITH BARNEY CLASS Y SBAYX 0000889512 S000008906 Citi Institutional Cash Reserves C000024228 Class I C000024229 Class L CFRXX C000024230 Class O CARXX C000024231 Class S CFSXX C000024232 SVB Securities SVLXX 0000889512 S000008907 Citi Institutional Enhanced Income Fund C000024233 Class Y C000024234 Class I CHEIX 0000889512 S000008908 Citi Institutional Liquid Reserves C000024235 Class A CILXX C000024236 SVB Class L SVIXX C000024237 SVB Class I SVSXX 0000889512 S000008909 Citi Institutional Tax Free Reserves C000024238 Class A CIFXX 0000889512 S000008910 Citi Institutional U.S. Treasury Reserves C000024239 Class A CIIXX 0000920058 S000004184 LEGG MASON PARTNERS OREGON MUNICIPALS FUND C000011774 Class Y C000011775 Class A SHORX C000011776 Class B SORBX C000011777 Class C SORLX 0000943309 S000008741 Cash Portfolio C000023799 Class A C000023800 Class B 0000943309 S000008742 Government Portfolio C000023801 Class A C000023802 Class B 0000943309 S000008853 Municipal Portfolio C000024093 Class A C000024094 Class B 0001000077 S000008532 Legg Mason Partners Lifestyle Balanced Fund C000023429 Class Y C000023430 Class A SBBAX C000023431 Class B SCBBX C000023432 Class C 0001000077 S000008533 Legg Mason Patners Lifestyle Conservative Fund C000023433 Class y C000023434 Class A SBCPX C000023435 Class B SBCBX C000023436 Class C SBCLX 0001000077 S000008534 Legg Mason Partners Lifestyle Growth Fund C000023437 Class Y C000023438 Class A SCGRX C000023439 Class B SGRBX C000023440 Class C SCGCX 0001000077 S000008535 Legg Mason Partners Lifestyle High Growth Fund C000023441 Class Y C000023442 Class A SCHAX C000023443 Class B SCHBX C000023444 Class C SCHCX 0001000077 S000008536 Legg Mason Partners Lifestyle Income Fund C000023445 Class Y C000023446 Class A SCAAX C000023447 Class B SCIAX C000023448 Class C SCILX 497 1 d497.htm LEGG MASON MULTIPLE FUNDS (EQUITY FUNDS) LEGG MASON MULTIPLE FUNDS (Equity Funds)
Legg Mason Partners Lifestyle Series, Inc.   File Nos. 033-64457 and 811-07435
Legg Mason Partners Aggressive Growth Fund, Inc.   File Nos. 2-84199 and 811-03762
Legg Mason Partners Investment Funds, Inc.   File Nos. 2-74288 and 811-03275
Legg Mason Partners Equity Funds   File Nos. 33-2627 and 811-4551
Legg Mason Partners Funds, Inc.   File Nos. 02-25890 and 811-01464
Legg Mason Partners Income Funds   File Nos. 2-96408 and 811-4254
Legg Mason Partners Small Cap Core Fund, Inc.   File Nos. 333-25499 and 811-5928
Legg Mason Partners Fundamental Value Fund, Inc.   File Nos. 2-71469 and 811-3158
Legg Mason Partners Sector Series, Inc.   File Nos. 33-7339 and 811-4757
Legg Mason Partners Investment Trust   File Nos. 33-43446 and 811-6444
Legg Mason Partners Appreciation Fund, Inc.   File Nos. 811-1940 and 2-34576
Legg Mason Partners World Funds, Inc.   File Nos. 33-39564 and 811-6290
Legg Mason Partners Investment Series   File Nos. 33-11716 and 811-5018
Legg Mason Partners Trust II   File Nos. 2-90519 and 811-4007
Salomon Funds Trust   File Nos. 33-05819 and 811-05034
CitiFunds Trust I   File Nos. 2-90518 and 811-4006
Salomon Brothers Capital Fund Inc.   File Nos. 2-57073 and 811-02667
Salomon Brothers Series Funds Inc.   File Nos. 33-34423 and 811-06087
Salomon Brothers Investors Value Fund Inc.   File Nos. 2-14025 and 811-0805
The Salomon Brothers Fund Inc.   File Nos. 333-133512 and 811-02733

Legg Mason Partners Municipal Funds

 

File Nos. 002-99861 and 811-04395

Legg Mason Partners Managed Municipals Fund, Inc.

  File Nos. 002-69308 and 811-03097

Legg Mason Partners California Municipals Fund, Inc.

  File Nos. 002-89548 and 811-03970

Legg Mason Partners New Jersey Municipals Fund, Inc.

  File Nos. 033-18779 and 811-05406

Legg Mason Partners Oregon Municipals Fund

  File Nos. 033-52643 and 811-07149

Legg Mason Partners Arizona Municipals Fund, Inc.

  File Nos. 33-12792 and 811-5066

Legg Mason Partners Core Plus Bond Fund, Inc.

  File Nos. 002-91948 and 811-04061

Legg Mason Partners Massachusetts Municipals Fund

  File Nos. 033-11417 and 811-04994

Legg Mason Partners Adjustable Rate Income Fund

  File Nos. 033-47782 and 811-06663

Salomon Brothers Institutional Series Funds Inc.

  File Nos. 333-00305 and 811-06088

Smith Barney Institutional Cash Management Fund Inc.

  File Nos. 033-90952 and 811-09012

Smith Barney Municipal Money Market Fund, Inc.

  File Nos. 002-69938 and 811-03112

Smith Barney Money Funds, Inc.

  File Nos. 002-51301 and 811-02490

CitiFunds Trust III

  File Nos. 002-91556 and 811-04052

CitiFunds Premium Trust

  

File Nos. 33-28844 and 811-5812

CitiFunds Institutional Trust

  File Nos. 033-49552 and 811-06740

 

LEGG MASON-AFFILIATED INVESTMENT COMPANIES Legg Mason Partners Funds

Smith Barney Funds

Citi Funds

Salomon Brothers Funds

 

PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION SUPPLEMENTS

 

Table of Contents

 

Supplement dated July 12, 2006 to the Prospectuses and Statements of Additional Information of the Funds indicated below

    Page 1

Legg Mason Partners Lifestyle Balanced Fund

     

Legg Mason Partners Lifestyle Conservative Fund

     

Legg Mason Partners Lifestyle Growth Fund

     

Legg Mason Partners Lifestyle High Growth Fund

     

Legg Mason Partners Lifestyle Income Fund

     

Legg Mason Partners Aggressive Growth Fund Inc.

     

Legg Mason Partners Multiple Discipline Funds Balanced All Cap Growth and Value

     

Legg Mason Partners Multiple Discipline Funds Large Cap Growth and Value

     

Legg Mason Partners Multiple Discipline Funds All Cap Growth and Value

     

Legg Mason Partners Multiple Discipline Funds Global All Cap Growth and Value

     

Legg Mason Partners Multiple Discipline Funds All Cap and International

     

Legg Mason Partners Real Return Strategy Fund

     

Legg Mason Partners Small Cap Growth Fund

     

Legg Mason Partners Small Cap Value Fund

     

Legg Mason Partners Hansberger Global Value Fund

     

Legg Mason Partners Social Awareness Fund

     

Legg Mason Partners Large Cap Value Fund

     

Legg Mason Partners Capital and Income Fund

     

Legg Mason Partners Convertible Fund

     

Legg Mason Partners Dividend and Income Fund

     

Legg Mason Partners Small Cap Core Fund, Inc.

     

Legg Mason Partners Fundamental Value Fund, Inc.

     

Legg Mason Partners Financial Services Fund

     

Legg Mason Partners Health Sciences Fund

     

Legg Mason Partners Technology Fund

     

Legg Mason Partners Classic Values Fund

     

Legg Mason Partners Large Cap Growth Fund

     

Legg Mason Partners S&P 500 Index Fund

     

Legg Mason Partners Mid Cap Core Fund

     

Legg Mason Partners Appreciation Fund, Inc.

     

Legg Mason Partners International All Cap Growth Fund

     

Legg Mason Partners International Fund

     

Legg Mason Partners Dividend Strategy Fund

     

Legg Mason Partners Growth and Income Fund

     

Legg Mason Partners Diversified Large Cap Growth Fund

     

Legg Mason Partners Small Cap Growth Opportunities Fund

     

Legg Mason Partners International Large Cap Fund

     

Salomon Brothers Mid Cap Fund

     

Legg Mason Partners Emerging Markets Equity Fund

     

Salomon Brothers Capital Fund Inc

     

Salomon Brothers Balanced Fund

     

Salomon Brothers Small Cap Growth Fund

     

Salomon Brothers Investors Value Fund Inc

     

The Salomon Brothers Fund Inc

     

Supplement dated July 12, 2006 to the Prospectuses and Statements of Additional Information of the Funds indicated below

    Page 17

Legg Mason Partners Investment Grade Bond Fund

     

Legg Mason Partners Government Securities Fund

     

California Money Market Portfolio

     

Legg Mason Partners Florida Municipals Fund

     

Legg Mason Partners Georgia Municipals Fund

     

Legg Mason Partners Limited Term Municipals Fund

     

Legg Mason Partners National Municipals Fund

     

Massachusetts Money Market Portfolio

     

New York Money Market Portfolio

     

Legg Mason Partners New York Municipals Fund

     

Legg Mason Partners Pennsylvania Municipals Fund

     

Legg Mason Partners U.S. Government Securities Fund

     

Legg Mason Partners Short-Term Investment Grade Bond Fund

     

Legg Mason Partners Diversified Strategic Income Fund

     

Legg Mason Partners High Income Fund

     

Legg Mason Partners Municipal High Income Fund

     

Legg Mason Partners Total Return Bond Fund

     

Legg Mason Partners Exchange Reserve Fund

     

Legg Mason Partners Managed Municipals Fund, Inc.

     

Legg Mason Partners California Municipals Fund, Inc.

     

Legg Mason Partners New Jersey Municipals Fund, Inc.

     

Legg Mason Partners Oregon Municipals Fund

     

Legg Mason Partners Arizona Municipals Fund, Inc.

     

Legg Mason Partners Core Plus Bond Fund, Inc.

     

Legg Mason Partners Massachusetts Municipals Fund

     

Legg Mason Partners Intermediate Maturity California Municipals Fund

     

Legg Mason Partners Intermediate Maturity New York Municipals Fund

     

Legg Mason Partners Inflation Management Fund

     

Legg Mason Partners Adjustable Rate Income Fund

     

Legg Mason Partners Short Duration Municipal Income Fund

     

Salomon Brothers National Tax Free Bond Fund

     

Salomon Brothers California Tax Free Bond Fund

     

Salomon Brothers New York Tax Free Bond Fund

     

Salomon Brothers High Yield Bond Fund

     

Salomon Brothers Short/Intermediate U.S. Government Fund

     

Salomon Brothers Strategic Bond Fund

     

Salomon Brothers Cash Management Fund

     

Salomon Brothers New York Municipal Money Market Fund

     

Salomon Brothers Institutional Money Market Fund

     

Salomon Brothers Institutional Emerging Markets Debt Fund

     

Salomon Brothers Institutional High Yield Bond Fund

     

Smith Barney Institutional Cash Management Fund Inc. – Cash Portfolio

     

Smith Barney Institutional Cash Management Fund Inc. – Government Portfolio

     

Smith Barney Institutional Cash Management Fund Inc. – Municipal Portfolio

     

Smith Barney Municipal Money Market Fund Inc.

     

Smith Barney Money Funds – Cash Portfolio

     

Smith Barney Money Funds – Government Portfolio

     

Citi Cash Reserves

     

Citi U.S. Treasury Reserves

     

Citi Tax Free Reserves

     

Citi California Tax Free Reserves

     

Citi Connecticut Tax Free Reserves

     

Citi New York Tax Free Reserves

     

Citi Premium Liquid Reserves

     

Citi Premium U.S. Treasury Reserves

     

Citi Institutional Liquid Reserves

     

Citi Institutional Cash Reserves

     

Citi Institutional US Treasury Reserves

     

Citi Institutional Tax Free Reserves

     

Citi Institutional Enhanced Income Fund

     

Citi Institutional Money Reserves

     

Supplement dated July 12, 2006 to the Prospectuses and Statements of Additional Information dated February 28, 2006

    Page 25

Legg Mason Partners Capital Preservation Fund

     

Legg Mason Partners Capital Preservation Fund II

     

Supplement dated July 12, 2006

to the Prospectuses and Statements of Additional Information

of the Funds indicated below

 

The following supplements the Prospectus and Statement of Additional Information for each fund listed below:

 

Management

 

On August 1, 2006, Legg Mason Partners Fund Advisor, LLC (or LMPFA) will become the fund’s investment manager. LMPFA, with offices at 399 Park Avenue, New York, New York 10022, is a recently-organized investment adviser that has been formed to serve as the investment manager of the fund and other Legg Mason-sponsored funds.

 

As set forth in Schedule I to this Supplement, CAM North America, LLC, Batterymarch Financial Management, Inc. and/or Western Asset Management Company will become the fund’s subadviser(s) on August 1, 2006.

 

CAM North America, LLC (or CAM N.A.), with offices at 399 Park Avenue, New York, New York 10022, is a recently-organized investment adviser that has been formed to succeed to the equity securities portfolio management business of Citigroup Asset Management, which was acquired by Legg Mason, Inc. (or Legg Mason) in December 2005. Batterymarch Financial Management, Inc. (or Batterymarch), established in 1969 and having offices at 200 Clarendon Street, Boston, Massachusetts 02116, acts as investment adviser to institutional accounts, such as pension and profit sharing plans, mutual funds and endowment funds. Batterymarch’s total assets under management were approximately $17.3 billion as of May 31, 2006. Western Asset Management Company (or Western Asset), established in 1971 and having offices at 385 East Colorado Boulevard, Pasadena, California 91101, acts as investment adviser to institutional accounts, such as corporate pension plans, mutual funds and endowment funds. As of March 31, 2006, Western Asset’s total assets under management were approximately $512 billion.

 

LMPFA, CAM N.A., Batterymarch and Western Asset are wholly-owned subsidiaries of Legg Mason.

 

1

LMPFA provides administrative and certain oversight services to the fund. LMPFA has delegated to CAM N.A., Batterymarch and/or Western Asset, as applicable, the day-to-day portfolio management of the fund, except for the management of cash and short-term instruments. Legg Mason expects that the current portfolio managers who are responsible for the day-to-day management of the fund, as well as senior management and other key employees, will be the same immediately after the new management and subadvisory agreements take effect, and the current portfolio managers will have access to the same research and other resources to support their investment management functions. The fund’s investment management fee remains unchanged.

 

Other information

 

The fund’s Board has approved a number of initiatives designed to streamline and restructure the fund complex, and has authorized seeking shareholder approval for those initiatives where shareholder approval is required. As a result, fund shareholders will be asked to elect a new Board, approve matters that will result in the fund being grouped for organizational and governance purposes with other funds in the fund complex that are predominantly equity-type funds, and adopt a single form of organization as a Maryland business trust, with all funds operating under uniform charter documents. Fund shareholders also will be asked to approve investment matters, including standardized fundamental investment policies. Proxy materials describing these matters are expected to be mailed later in 2006. If shareholder approval is obtained, these matters generally are expected to be effectuated during the first quarter of 2007.

 

Share class standardization

 

The following supplements the Prospectus and Statement of Additional Information for each fund other than Legg Mason Partners S&P 500 Index Fund:

 

The fund’s Board has approved certain share class modifications to, among other things, standardize the pricing and features of all equity and fixed income funds in the fund complex. As a result, a fund’s front-end sales load and/or contingent deferred sales charge amount and/or schedule may increase in some cases or may decrease in other cases. The modifications are expected

 

2

to be implemented during the fourth quarter of 2006. The fund’s Prospectus will be further supplemented prior to their implementation.

 

Effective July 12, 2006, the Legg Mason Partners funds and Salomon Brothers funds will reduce the minimum initial and subsequent investment requirements to $1.00 for certain programs offered by third-party intermediaries, including asset allocation programs, wrap account programs, fee-based programs and unified managed account programs or individual accounts within such programs.

 

Reorganization

 

The following supplements the Prospectus and Statement of Additional Information for each fund listed as an Acquired Fund on Schedule II to this Supplement:

 

The fund’s Board has approved a reorganization pursuant to which the fund’s assets would be acquired, and its liabilities would be assumed, by the fund (the “Acquiring Fund”) listed opposite the fund on Schedule II in exchange for shares of the Acquiring Fund. The fund would then be liquidated, and shares of the Acquiring Fund would be distributed to fund shareholders.

 

Under the reorganization, fund shareholders would receive shares of the Acquiring Fund with the same aggregate net asset value as their shares of the fund. It is anticipated that no gain or loss for Federal income tax purposes would be recognized by fund shareholders as a result of the reorganization.

 

The reorganization is subject to the satisfaction of certain conditions, including approval by fund shareholders. Proxy materials describing the reorganization are expected to be mailed later in 2006. If the reorganization is approved by fund shareholders, it is expected to occur during the first quarter of 2007. Prior to the reorganization, shareholders can continue to purchase, redeem and exchange shares subject to the limitations described in the fund’s Prospectus (except for, as noted later in this supplement, Legg Mason Partners Health Sciences Fund and Legg Mason Partners Technology Fund).

 

New investment manager or subadviser

 

The following supplements the Prospectus and Statement of Additional Information for each fund listed on Schedule III to this Supplement:

 

3

In addition to the investment manager and subadviser changes discussed in the “Management” section above, the fund’s Board has approved a new investment manager or subadviser for the fund, as indicated for the fund on Schedule III. In each case the new manager or subadviser is an affiliate of Legg Mason. Under the Investment Company Act of 1940, as amended, shareholder approval of the agreement with the new manager or subadviser must be obtained, and the Board has authorized seeking such approval. Proxy materials describing the new manager or subadviser are expected to be mailed later in 2006. If shareholder approval is obtained, the new manager or subadviser would replace the fund’s then-current manager or subadviser, as described in the “Management” section above.

 

Investment strategy and other investment-related changes

 

The following supplements the Prospectus and Statement of Additional Information for Legg Mason Partners Multiple Discipline Funds All Cap Growth and Value:

 

The fund’s Board has approved an investment strategy change for the fund and the fund’s change to non-diversified status. The changes will occur in conjunction with the proposed change of manager, which is subject to shareholder approval. Shareholders will receive more detailed information regarding the investment strategy change prior to its implementation. The fund’s change to non-diversified status requires shareholder approval, and the Board has authorized seeking such approval. Proxy materials describing the change are expected to be mailed later in 2006.

 

The following supplements the Prospectus and Statement of Additional Information for Legg Mason Partners International All Cap Growth Fund and Legg Mason Partners Financial Services Fund:

 

The fund’s Board has approved an investment strategy change for the fund. The change will occur in conjunction with the proposed change of subadviser, which is subject to shareholder approval. Shareholders will receive more detailed information regarding the change prior to its implementation.

 

The following supplements the Prospectus and Statement of Additional Information for Legg Mason Partners International Large Cap Fund:

 

4

The fund’s Board has approved an investment strategy change for the fund and a change to the fund’s 80% investment policy. Shareholders will receive more detailed information regarding these changes prior to their implementation.

 

Fund closures

 

The following supplements the Prospectus and Statement of Additional Information for Legg Mason Partners Health Sciences Fund and Legg Mason Partners Technology Fund:

 

Effective as of the close of business on July 12, 2006, the fund will be closed to all new purchases and incoming exchanges. The fund will remain open for investment by those current shareholders who have elected to invest through a systematic investment plan or payroll deduction until August 11, 2006 in order to permit them to select an investment alternative. In addition, the fund will remain open for dividend reinvestment and Class B to Class A conversions. Any deferred sales charge that would otherwise be payable due to the redemption of any shares of the fund will be waived as of the close of business on July 12, 2006.

 

Dividends and distributions

 

The following supplements the Prospectus for Legg Mason Partners Capital and Income Fund and supercedes any contrary information:

 

The fund generally pays dividends, if any, monthly, and makes capital gain distributions, if any, once a year, typically in December.

 

Portfolio manager changes

 

The following supplements the Prospectus and Statement of Additional Information for Legg Mason Partners Capital and Income Fund and supercedes any contrary information:

 

Effective July 17, 2006, the manager has appointed Robert Gendelman to manage the equity portion of the Fund’s portfolio. Mr. Gendelman was employed by Cobble Creek Partners, L.P., a registered investment adviser, beginning in October 2003 and prior to that time was a portfolio manager at Neuberger and Berman for more than five years.

 

5

The following information supplements the Prospectus and Statement of Additional Information for Salomon Brothers Capital Fund Inc and Salomon Brothers Mid Cap Fund and supercedes any contrary information:

 

Effective July 12, 2006, the manager has appointed Brian Posner and Brian Angerame to co-manage the Fund. Mr. Posner is the Chief Executive Officer of ClearBridge Advisors and is an investment officer of the manager. He joined Legg Mason and the manager in 2005. Previously, he was a Co-Founder and Managing Partner of Hygrove Partners LLC, a New York-based asset management company, which was founded in 2000. Mr. Angerame is a Director and investment officer of the manager. He joined the manager in 2000.

 

The following information supplements the Prospectus and Statement of Additional Information for Salomon Brothers Fund Inc and supercedes any contrary information:

 

Michael Kagan is responsible for the day-to-day management of the fund. Mr. Kagan, an investment officer of the manager and a co-director of research for CAM North America, LLC, has managed or co-managed the fund’s portfolio since 1995. Mr. Kagan has been with the manager since 1994.

 

The following information supplements the Prospectus and Statement of Additional Information for Legg Mason Partners Growth and Income Fund and supercedes any contrary information:

 

Michael Kagan is responsible for the day-to-day management of the fund. Mr. Kagan, investment officer of the manager and co-director of research for CAM North America, LLC, has managed or co-managed the fund’s portfolio since 2000. Mr. Kagan has been with the manager since 1994.

 

The following information supplements the Prospectus and Statement of Additional Information for Salomon Brothers Small Cap Growth Fund and supercedes any contrary information:

 

The portfolio managers are primarily responsible for the day-to-day operation of the fund.

 

Portfolio Management Team Members,
Past 5 years’ business experience

    Portfolio
Manager
Since

Vincent Gao, CFA

With respect to the fund, team leader, responsible for oversight and portfolio strategy; sector manager for small cap growth and balanced strategies and analyst covering technology; joined the investment manager or its affiliates or their predecessor firms in 1999.

    January 2003

 

6

Portfolio Management Team Members,
Past 5 years’ business experience

    Portfolio
Manager
Since

Robert Feitler

With respect to the fund, team member analyst responsible for financial services sector with responsibility for buy and sell decisions in that sector; co-manager for large cap value strategies; team leader for small cap growth strategies; sector manager for small cap growth and balanced strategies; joined the investment manager or its affiliates or their predecessor firms in 1995.

    February 1995

Dmitry Khaykin

With respect to the fund, team member analyst responsible for media and telecommunications with responsibility for buy and sell decisions in that sector; sector manager for small cap growth and balanced strategies; analyst covering communications and media; joined the investment manager or its affiliates or their predecessor firms in 2003; prior to 2003, was a research analyst (telecommunications) at Gabelli & Company, Inc. and an associate in the risk management division of Morgan Stanley & Co. Inc.

    June 2003

Margaret Blaydes

With respect to the fund, team member analyst responsible for consumer sector with responsibility for buy and sell decisions in that sector; sector manager for small cap growth and balanced strategies; analyst covering tobacco, beverages, retail and consumer; joined the investment manager or its affiliates or their predecessor firms in 2003; prior to 2003 was an equity research analyst covering entertainment and leisure industries at Salomon Smith Barney Inc.

    March 2003

 

* * *

 

* “Salomon Brothers,” “Smith Barney” and “Citi” are service marks of Citigroup Inc., licensed for use by Legg Mason, Inc. as the names of funds and investment advisers. Legg Mason and its affiliates, as well as the fund’s investment manager, are not affiliated with Citigroup.

 

* * *

 

7

Fund

     

Date of Prospectus

and Statement of
Additional Information*

Legg Mason Partners Lifestyle Series, Inc.       

Legg Mason Partners Lifestyle Balanced Fund

      May 31, 2006

Legg Mason Partners Lifestyle Conservative Fund

     

May 31, 2006

Legg Mason Partners Lifestyle Growth Fund

     

May 31, 2006

Legg Mason Partners Lifestyle High Growth Fund

      May 31, 2006

Legg Mason Partners Lifestyle Income Fund

      May 31, 2006
Legg Mason Partners Aggressive Growth Fund Inc.      December 29, 2005
Legg Mason Partners Investment Funds, Inc.       

Legg Mason Partners Multiple Discipline Funds Balanced All Cap Growth and Value

      August 29, 2005

Legg Mason Partners Multiple Discipline Funds Large Cap Growth and Value

      August 29, 2005

Legg Mason Partners Multiple Discipline Funds All Cap Growth and Value

      August 29, 2005

Legg Mason Partners Multiple Discipline Funds Global All Cap Growth and Value

      August 29, 2005

Legg Mason Partners Multiple Discipline Funds All Cap and International

      August 29, 2005

Legg Mason Partners Real Return Strategy Fund

      January 30, 2006

Legg Mason Partners Small Cap Growth Fund

      January 28, 2006

Legg Mason Partners Small Cap Value Fund

      January 28, 2006

Legg Mason Partners Hansberger Global Value Fund

      August 30, 2005

 

8

Fund

     

Date of Prospectus

and Statement of
Additional Information*

Legg Mason Partners Equity Funds       

Legg Mason Partners Social Awareness Fund

      May 31, 2006
Legg Mason Partners Funds, Inc.       

Legg Mason Partners Large Cap Value Fund

      May 1, 2006
Legg Mason Partners Income Funds       

Legg Mason Partners Capital and Income Fund

      May 1, 2006

Legg Mason Partners Convertible Fund

      November 28, 2005

Legg Mason Partners Dividend and Income Fund

      November 28, 2005
Legg Mason Partners Small Cap Core Fund, Inc.      May 1, 2006
Legg Mason Partners Fundamental Value Fund Inc.      January 28, 2006
Legg Mason Partners Sector Series, Inc.       

Legg Mason Partners Financial Services Fund

      February 28, 2006

Legg Mason Partners Health Sciences Fund

      February 28, 2006

Legg Mason Partners Technology Fund

      February 28, 2006
Legg Mason Partners Investment Trust       

Legg Mason Partners Classic Values Fund

      March 30, 2006

Legg Mason Partners Large Cap Growth Fund

      March 30, 2006

Legg Mason Partners S&P 500 Index Fund

      May 1, 2006

Legg Mason Partners Mid Cap Core Fund

      March 30, 2006

 

9

Fund

     

Date of Prospectus

and Statement of
Additional Information*

Legg Mason Partners Appreciation Fund, Inc.      May 1, 2006
Legg Mason Partners World Funds, Inc.       

Legg Mason Partners International All Cap Growth Fund

      February 28, 2006
Legg Mason Partners Investment Series       

Legg Mason Partners International Fund

      February 28, 2006

Legg Mason Partners Dividend Strategy Fund

      February 28, 2006

Legg Mason Partners Growth and Income Fund

      February 28, 2006
Legg Mason Partners Trust II       

Legg Mason Partners Diversified Large Cap Growth Fund

      February 28, 2006

Legg Mason Partners Small Cap Growth Opportunities Fund

      February 28, 2006

Legg Mason Partners International Large Cap Fund

      February 28, 2006
Salomon Funds Trust       

Salomon Brothers Mid Cap Fund

      May 1, 2006
CitiFunds Trust I       

Legg Mason Partners Emerging Markets Equity Fund

      February 28, 2006
Salomon Brothers Capital Fund Inc      May 1, 2006
Salomon Brothers Series Funds Inc       

Salomon Brothers Balanced Fund

      May 1, 2006

Salomon Brothers Small Cap Growth Fund

      May 1, 2006
Salomon Brothers Investors Value Fund Inc      May 1, 2006

 

10

Fund

     

Date of Prospectus

and Statement of
Additional Information*

The Salomon Brothers Fund Inc      June 30, 2006
*   As supplemented.

 

11

Schedule I – Subadvisers

 

Fund

   

Subadviser(s)

Legg Mason Partners Lifestyle Balanced Fund

    CAM N.A.

Legg Mason Partners Lifestyle Conservative Fund

    CAM N.A.

Legg Mason Partners Lifestyle Growth Fund

    CAM N.A.

Legg Mason Partners Lifestyle High Growth Fund

    CAM N.A.

Legg Mason Partners Lifestyle Income Fund

    CAM N.A.

Legg Mason Partners Aggressive Growth Fund, Inc.

    CAM N.A.

Legg Mason Partners Multiple Discipline Funds Balanced All Cap Growth and Value

    CAM N.A. and Western Asset

Legg Mason Partners Multiple Discipline Funds Large Cap Growth and Value

    CAM N.A.

Legg Mason Partners Multiple Discipline Funds All Cap Growth and Value

    CAM N.A.

Legg Mason Partners Multiple Discipline Funds Global All Cap Growth and Value

    CAM N.A.

Legg Mason Partners Multiple Discipline Funds All Cap and International

    CAM N.A. and Causeway Capital Management LLC

Legg Mason Partners Real Return Strategy Fund

    CAM N.A., Western Asset and Batterymarch

Legg Mason Partners Small Cap Growth Fund

    CAM N.A.

Legg Mason Partners Small Cap Value Fund

    CAM N.A.

Legg Mason Partners Hansberger Global Value Fund

    Hansberger Global Investors, Inc.*

Legg Mason Partners Social Awareness Fund

    CAM N.A.

 

12

Fund

   

Subadviser(s)

Legg Mason Partners Large Cap Value Fund

    CAM N.A.

Legg Mason Partners Capital and Income Fund

    CAM N.A. and Western Asset

Legg Mason Partners Convertible Fund

    CAM N.A.

Legg Mason Partners Dividend and Income Fund

    CAM N.A. and Western Asset

Legg Mason Partners Small Cap Core Fund, Inc.

    Batterymarch

Legg Mason Partners Fundamental Value Fund, Inc.

    CAM N.A.

Legg Mason Partners Financial Services Fund

    Batterymarch

Legg Mason Partners Health Sciences Fund

    Batterymarch

Legg Mason Partners Technology Fund

    Batterymarch

Legg Mason Partners Classic Values Fund

    Olstein & Associates, L.P.*

Legg Mason Partners Large Cap Growth Fund

    CAM N.A.

Legg Mason Partners S&P 500 Index Fund

    Batterymarch

Legg Mason Partners Mid Cap Core Fund

    CAM N.A.

Legg Mason Partners Appreciation Fund, Inc.

    CAM N.A.

Legg Mason Partners International All Cap Growth Fund

    CAM N.A.

Legg Mason Partners International Fund

    Batterymarch

Legg Mason Partners Dividend Strategy Fund

    CAM N.A.

Legg Mason Partners Growth and Income Fund

    CAM N.A.

Legg Mason Partners Diversified Large Cap Growth Fund

    CAM N.A.

Legg Mason Partners Small Cap Growth Opportunities Fund

    CAM N.A.

 

13

Fund

   

Subadviser(s)

Legg Mason Partners International Large Cap Fund

    Batterymarch

Salomon Brothers Mid Cap Fund

    CAM N.A.

Legg Mason Partners Emerging Markets Equity Fund

    Legg Mason International Equities Limited*

Salomon Brothers Capital Fund Inc

    CAM N.A.

Salomon Brothers Balanced Fund

    CAM N.A. and Western Asset

Salomon Brothers Small Cap Growth Fund

    CAM N.A.

Salomon Brothers Investors Value Fund Inc

    CAM N.A.

The Salomon Brothers Fund Inc

    CAM N.A.

 

*   The fund’s subadviser is unchanged.

 

14

Schedule II – Reorganizations

 

Acquired Fund

   

Acquiring Fund

Legg Mason Partners Large Cap Value Fund

    Salomon Brothers Investors Value Fund Inc

Legg Mason Partners Growth and Income Fund

   

Legg Mason Partners Multiple Discipline Funds All Cap Growth and Value

 

 

 

 

 

Legg Mason Partners Multiple Discipline Funds Global All Cap Growth and Value

   

Legg Mason Partners Multiple Discipline Funds Large Cap Growth and Value

   

Legg Mason Partners Multiple Discipline Funds All Cap and International

   

Salomon Brothers Mid Cap Fund

    Salomon Brothers Capital Fund Inc

Legg Mason Partners Small Cap Growth Fund

   

Salomon Brothers Small Cap Growth Fund

 

Legg Mason Partners Small Cap Growth Opportunities Fund

   

Legg Mason Partners Technology Fund

    Legg Mason Partners Large Cap Growth Fund

Legg Mason Partners Health Sciences Fund

    Legg Mason Partners Aggressive Growth Fund, Inc.

Legg Mason Partners Dividend and Income Fund

   

Legg Mason Partners Capital and Income Fund

 

 

 

Salomon Brothers Balanced Fund

   

Legg Mason Partners Multiple Discipline Funds Balanced All Cap Growth and Value

   

Legg Mason Balanced Trust

   

Legg Mason Financial Services Fund

    Legg Mason Partners Financial Services Fund

Legg Mason Partners International Fund

    Legg Mason Partners International Large Cap Fund

 

15

Schedule III – Manager/Subadviser Proposals

 

Fund

   

Proposed New Manager

Legg Mason Partners Multiple Discipline Funds All Cap Growth and Value

    Legg Mason Capital Management, Inc.

 

Fund

   

Proposed New Subadviser

Legg Mason Partners Social Awareness Fund

    Legg Mason Investment Counsel, LLC

Legg Mason Partners International All Cap Growth Fund

    Brandywine Global Asset Management, LLC

Legg Mason Partners Financial Services Fund

    Barrett Associates, Inc.

 

16

Supplement dated July 12, 2006

to the Prospectuses and Statements of Additional Information

of the Funds indicated below

 

The following supplements the Prospectus and Statement of Additional Information for each fund listed below:

 

Management

 

On August 1, 2006, Legg Mason Partners Fund Advisor, LLC (or LMPFA) will become the fund’s investment manager and Western Asset Management Company will become the fund’s subadviser. Legg Mason Partners Diversified Strategic Income Fund, Legg Mason Partners Core Plus Bond Fund, Inc. and Salomon Brothers Strategic Bond Fund will also have Western Asset Management Company Limited as a subadviser.

 

LMPFA, with offices at 399 Park Avenue, New York, New York 10022, is a recently-organized investment adviser that has been formed to serve as the investment manager of the fund and other Legg Mason-sponsored funds.

 

Western Asset Management Company (or Western Asset), established in 1971 and having offices at 385 East Colorado Boulevard, Pasadena, California 91101, and Western Asset Management Company Limited (or Western Asset Limited), with offices at 10 Exchange Place, London, England, act as investment advisers to institutional accounts, such as corporate pension plans, mutual funds and endowment funds. As of March 31, 2006, Western Asset’s total assets under management were approximately $512 billion, of which approximately $77 billion was managed by Western Asset Limited.

 

LMPFA, Western Asset and Western Asset Limited are wholly-owned subsidiaries of Legg Mason, Inc.

 

LMPFA provides administrative and certain oversight services to the fund. LMPFA has delegated to Western Asset and, as applicable, Western Asset Limited, the day-to-day portfolio management of the fund. Legg Mason expects that the current portfolio managers who are responsible for the day-to-day management of the fund, as well as senior management and other key employees,

 

17

will be the same immediately after the new management and subadvisory agreements take effect, and the current portfolio managers will have access to the same research and other resources to support their investment management functions. The fund’s investment management fee remains unchanged.

 

Other information

 

The fund’s Board has approved a number of initiatives designed to streamline and restructure the fund complex, and has authorized seeking shareholder approval for those initiatives where shareholder approval is required. As a result, fund shareholders will be asked to elect a new Board, approve matters that will result in the fund being grouped for organizational and governance purposes with other funds in the fund complex that are predominantly fixed income funds, and adopt a single form of organization as a Maryland business trust, with all funds operating under uniform charter documents. Fund shareholders also will be asked to approve investment matters, including standardized fundamental investment policies. Proxy materials describing these matters are expected to be mailed later in 2006. If shareholder approval is obtained, these matters generally are expected to be effectuated during the first quarter of 2007.

 

Share class standardization

 

The following supplements the Prospectus and Statement of Additional Information for each fund other than the Money Market Funds, Salomon Brothers Institutional Emerging Markets Debt Fund and Salomon Brothers Institutional High Yield Bond Fund:

 

The fund’s Board has approved certain share class modifications to, among other things, standardize the pricing and features of all equity and fixed income funds in the fund complex. As a result, a fund’s front-end sales load and/or contingent deferred sales charge amount and/or schedule may increase in some cases or may decrease in other cases. The modifications are expected to be implemented during the fourth quarter of 2006. The fund’s Prospectus will be further supplemented prior to their implementation.

 

Effective July 12, 2006, the Legg Mason Partners funds and Salomon Brothers funds will reduce the minimum initial and subsequent investment

 

18

requirements to $1.00 for certain programs offered by third-party intermediaries, including asset allocation programs, wrap account programs, fee-based programs and unified managed account programs or individual accounts within such programs.

 

Reorganization

 

The following supplements the Prospectus and Statement of Additional Information for each fund listed as an Acquired Fund on Schedule I to this Supplement:

 

The fund’s Board has approved a reorganization pursuant to which the fund’s assets would be acquired, and its liabilities would be assumed, by the fund (the “Acquiring Fund”) listed opposite the fund on Schedule I in exchange for shares of the Acquiring Fund. The fund would then be liquidated, and shares of the Acquiring Fund would be distributed to fund shareholders.

 

Under the reorganization, fund shareholders would receive shares of the Acquiring Fund with the same aggregate net asset value as their shares of the fund. It is anticipated that no gain or loss for Federal income tax purposes would be recognized by fund shareholders as a result of the reorganization.

 

The reorganization is subject to the satisfaction of certain conditions, including approval by fund shareholders. Proxy materials describing the reorganization are expected to be mailed later in 2006. If the reorganization is approved by fund shareholders, it is expected to occur during the first quarter of 2007. Prior to the reorganization, shareholders can continue to purchase, redeem and exchange shares subject to the limitations described in the fund’s Prospectus (except for, as noted later in this supplement, Legg Mason Partners Arizona Municipals Fund, Inc. and Legg Mason Partners Georgia Municipals Fund).

 

Benchmark change

 

The following supplements the Prospectus and Statement of Additional Information for Legg Mason Partners Government Securities Fund:

 

Effective September 1, 2006, the fund’s benchmarks will change from the Lehman Brothers Government Bond Index and Citigroup Treasury/Mortgage

 

19

Index to the Lehman Brothers U.S. Fixed-Rate Mortgage-Backed Securities (MBS) Index. There will be no change in the fund’s investment objective or investment policies as a result of the benchmark change.

 

Name change

 

The following supplements the Prospectus and Statement of Additional Information for Legg Mason Partners Limited Term Municipals Fund:

 

Effective September 1, 2006, the fund’s name will be changed to Legg Mason Partners Intermediate-Term Municipals Fund. There will be no change in the fund’s investment objective or investment policies as a result of the name change.

 

Fund closures

 

The following supplements the Prospectus and Statement of Additional Information for Legg Mason Partners Arizona Municipals Fund, Inc. and Legg Mason Partners Georgia Municipals Fund:

 

Effective as of the close of business on July 12, 2006, the fund will be closed to all new purchases and incoming exchanges. The fund will remain open for investment by those current shareholders who have elected to invest through a systematic investment plan or payroll deduction until August 11, 2006 in order to permit them to select an investment alternative. In addition, the fund will remain open for dividend reinvestment and Class B to Class A conversions. Any deferred sales charge that would otherwise be payable due to the redemption of any shares of the fund will be waived as of the close of business on July 12, 2006.

 

* * *

 

*   “Salomon Brothers,” “Smith Barney” and “Citi” are service marks of Citigroup Inc., licensed for use by Legg Mason, Inc. as the names of funds and investment advisers. Legg Mason and its affiliates, as well as the fund’s investment manager, are not affiliated with Citigroup.

 

* * *

 

20

Fund

   

Date of Prospectus

and Statement of
Additional Information*

Legg Mason Partners Investment Funds, Inc.

     

Legg Mason Partners Investment Grade Bond Fund

   

May 1, 2006

Legg Mason Partners Government Securities Fund

   

May 1, 2006

Legg Mason Partners Municipal Funds

     

California Money Market Portfolio

   

July 29, 2005

Legg Mason Partners Florida Municipals Fund

   

July 29, 2005

Legg Mason Partners Georgia Municipals Fund

   

July 29, 2005

Legg Mason Partners Limited Term Municipals Fund

   

July 29, 2005

Legg Mason Partners National Municipals Fund

   

July 29, 2005

Massachusetts Money Market Portfolio

   

July 29, 2005

New York Money Market Portfolio

   

July 29, 2005

Legg Mason Partners New York Municipals Fund

   

July 29, 2005

Legg Mason Partners Pennsylvania Municipals Fund

   

July 29, 2005

Legg Mason Partners Funds, Inc.

     

Legg Mason Partners U.S. Government Securities Fund

   

May 1, 2006

Legg Mason Partners Short-Term Investment Grade Bond Fund

   

May 1, 2006

Legg Mason Partners Income Funds

     

Legg Mason Partners Diversified Strategic Income Fund

    November 28, 2005

Legg Mason Partners High Income Fund

    November 28, 2005

Legg Mason Partners Municipal High Income Fund

    November 28, 2005

Legg Mason Partners Total Return Bond Fund

    November 28, 2005

Legg Mason Partners Exchange Reserve Fund

    November 28, 2005

Legg Mason Partners Managed Municipals Fund, Inc.

   

June 28, 2006

Legg Mason Partners California Municipals Fund, Inc.

   

June 28, 2006

Legg Mason Partners New Jersey Municipals Fund, Inc.

   

July 29, 2005

Legg Mason Partners Oregon Municipals Fund

   

August 28, 2005

 

21

Fund

   

Date of Prospectus

and Statement of
Additional Information*

Legg Mason Partners Arizona Municipals Fund, Inc.

   

September 28, 2005

Legg Mason Partners Core Plus Bond Fund, Inc.

   

November 28, 2005

Legg Mason Partners Massachusetts Municipals Fund

   

March 30, 2006

Legg Mason Partners Investment Trust

     

Legg Mason Partners Intermediate Maturity California Municipals Fund

    March 30, 2006

Legg Mason Partners Intermediate Maturity New York Municipals Fund

    March 30, 2006

Legg Mason Partners World Funds, Inc.

     

Legg Mason Partners Inflation Management Fund

    February 28, 2006

Legg Mason Partners Adjustable Rate Income Fund

   

September 28, 2005

Legg Mason Partners Trust II

     

Legg Mason Partners Short Duration Municipal Income Fund

    February 28, 2006

Salomon Funds Trust

     

Salomon Brothers National Tax Free Bond Fund

    May 1, 2006

Salomon Brothers California Tax Free Bond Fund

    May 1, 2006

Salomon Brothers New York Tax Free Bond Fund

    May 1, 2006

Salomon Brothers Series Funds Inc

     

Salomon Brothers High Yield Bond Fund

    May 1, 2006

Salomon Brothers Short/Intermediate U.S. Government Fund

    May 1, 2006

Salomon Brothers Strategic Bond Fund

    May 1, 2006

Salomon Brothers Cash Management Fund

    May 1, 2006

Salomon Brothers New York Municipal Money Market Fund

    May 1, 2006

Salomon Brothers Institutional Money Market Fund

    May 1, 2006

 

22

Fund

   

Date of Prospectus

and Statement of
Additional Information*

Salomon Brothers Institutional Series Funds Inc

     

Salomon Brothers Institutional Emerging Markets Debt Fund

    May 1, 2006

Salomon Brothers Institutional High Yield Bond Fund

    May 1, 2006

Smith Barney Institutional Cash Management Fund Inc.

     

Cash Portfolio

    September 29, 2005

Government Portfolio

    September 29, 2005

Municipal Portfolio

    September 29, 2005

Smith Barney Municipal Money Market Fund, Inc.

   

July 29, 2005

Smith Barney Money Funds, Inc.

     

Cash Portfolio

    May 1, 2006

Government Portfolio

    May 1, 2006

CitiFunds Trust III

     

Citi Cash Reserves

    December 31, 2005

Citi US Treasury Reserves

    December 31, 2005

Citi Tax Free Reserves

    December 31, 2005

Citi California Tax Free Reserves

    December 31, 2005

Citi Connecticut Tax Free Reserves

    December 31, 2005

Citi New York Tax Free Reserves

    December 31, 2005

CitiFunds Premium Trust

     

Citi Premium Liquid Reserves

    December 31, 2005

Citi Premium US Treasury Reserves

    December 31, 2005

CitiFunds Institutional Trust

     

Citi Institutional Liquid Reserves

    December 31, 2005

Citi Institutional Cash Reserves

    December 31, 2005

Citi Institutional US Treasury Reserves

    December 31, 2005

Citi Institutional Tax Free Reserves

    December 31, 2005

Citi Institutional Enhanced Income Fund

    December 31, 2005

CitiFunds Trust I

     

Citi Institutional Money Reserves

    December 31, 2005
*   As supplemented.

 

23

Schedule I – Reorganizations

 

Acquired Fund

    Acquiring Fund

Legg Mason Partners Core Plus Bond Fund, Inc.

    Legg Mason Partners Diversified
Strategic Income Fund

Salomon Brothers Strategic Bond Fund

   

Legg Mason Partners U.S. Government Securities Fund

    Legg Mason Partners Government
Securities Fund

Legg Mason High Yield Portfolio

    Legg Mason Partners High Income
Fund

Legg Mason Tax-Free Intermediate-Term Income Trust

    Legg Mason Partners Limited Term
Municipals Fund

Legg Mason Partners National Municipals Fund

    Legg Mason Partners Managed
Municipals Fund, Inc.

Salomon Brothers National Tax Free Bond Fund

   

Legg Mason Partners Georgia Municipals Fund

   

Legg Mason Partners Arizona Municipals Fund, Inc.

   

Salomon Brothers New York Tax Free Bond Fund

    Legg Mason Partners New York
Municipals Fund

Salomon Brothers California Tax Free Bond Fund

    Legg Mason Partners California
Municipals Fund, Inc.

Legg Mason Pennsylvania Tax Free Income Trust

    Legg Mason Partners Pennsylvania
Municipals Fund

Legg Mason Partners Exchange Reserve Fund

    Cash Portfolio

Salomon Brothers New York Municipal Money Market Fund

    New York Money Market Portfolio

 

24

Supplement dated July 12, 2006 to the Prospectuses and

Statements of Additional Information dated February 28, 2006

LEGG MASON PARTNERS CAPITAL PRESERVATION FUND

LEGG MASON PARTNERS CAPITAL PRESERVATION FUND II

 

The following supplements the Prospectus and Statement of Additional Information for each fund:

 

On August 1, 2006, Legg Mason Partners Fund Advisor, LLC (or LMPFA) will become the fund’s investment manager and CAM North America, LLC and Batterymarch Financial Management, Inc. will become the fund’s subadvisers.

 

LMPFA, with offices at 399 Park Avenue, New York, New York 10022, is a recently-organized investment adviser that has been formed to serve as the investment manager of the fund and other Legg Mason-sponsored funds.

 

CAM North America, LLC (or CAM N.A.), with offices at 399 Park Avenue, New York, New York 10022, is a recently-organized investment adviser that has been formed to succeed to the equity securities portfolio management business of Citigroup Asset Management which was acquired by Legg Mason, Inc. in 2005. Batterymarch Financial Management, Inc. (or Batterymarch), established in 1969 and having offices at 200 Clarendon Street, Boston, Massachusetts 02116, acts as investment adviser to institutional accounts, such as pension and profit sharing plans, mutual funds and endowment funds. Batterymarch’s total assets under management were approximately $17.3 billion as of May 31, 2006.

 

LMPFA, CAM N.A. and Batterymarch are wholly-owned subsidiaries of Legg Mason.

 

LMPFA provides administrative and certain oversight services to the fund. LMPFA has delegated to CAM N.A. and Batterymarch the day-to-day portfolio management of the fund. Legg Mason expects that the current portfolio managers who are responsible for the day-to-day management of the fund, as well as senior management and other key employees, will be the same immediately after the new management and subadvisory agreements take effect, and the current portfolio managers will have access to the same research and other resources to support their investment management functions. The fund’s investment management fee remains unchanged.

 

FD03418

 

25

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