497 1 d497.txt SMITH BARNEY SUPPLEMENT DATED MARCH 22, 2004 TO THE PROSPECTUSES OF THE FUNDS INDICATED BELOW Effective March 22, 2004, the following is added after the first paragraph under the heading "Management -- Distribution plans" in the Prospectuses for each of the Funds listed below: In addition, the distributors may make payments for distribution and/or shareholder servicing activities out of their past profits and other available sources. The distributors may also make payments for marketing, promotional or related expenses to dealers. The amount of these payments is determined by the distributors and may be substantial. The manager or an affiliate may make similar payments under similar arrangements. The payments described above are often referred to as "revenue sharing payments." The recipients of such payments may include the funds' distributor and other affiliates of the manager, broker-dealers, financial institutions and other financial intermediaries through which investors may purchase shares of a fund. In some circumstances, such payments may create an incentive for an intermediary or its employees or associated persons to recommend or sell shares of a fund to you. Please contact your financial intermediary for details about revenue sharing payments it may receive. CITIFUNDS TRUST III CITI CONNECTICUT TAX FREE RESERVES SMITH BARNEY CONNECTICUT MONEY MARKET PORTFOLIO Class A and Y Shares December 29, 2003 SB ADJUSTABLE RATE INCOME FUND September 26, 2003 Smith Barney Shares SMITH BARNEY AGGRESSIVE GROWTH FUND INC. December 29, 2003 1 SMITH BARNEY ALLOCATION SERIES INC. May 30, 2003 BALANCED PORTFOLIO CONSERVATIVE PORTFOLIO GLOBAL PORTFOLIO GROWTH PORTFOLIO HIGH GROWTH PORTFOLIO INCOME PORTFOLIO SMITH BARNEY APPRECIATION FUND INC. April 30, 2003 SMITH BARNEY ARIZONA MUNICIPALS FUND September 26, INC. 2003 SMITH BARNEY CALIFORNIA MUNICIPALS FUND June 27, 2003 INC. SMITH BARNEY EQUITY FUNDS May 31, 2003 SMITH BARNEY SOCIAL AWARENESS FUND SMITH BARNEY FUNDAMENTAL VALUE FUND INC. January 28, 2004 SMITH BARNEY FUNDS, INC. SMITH BARNEY LARGE CAP VALUE FUND April 30, 2003 SMITH BARNEY SHORT-TERM HIGH GRADE April 30, 2003 BOND FUND U.S. GOVERNMENT SECURITIES FUND April 30, 2003 SMITH BARNEY INCOME FUNDS SMITH BARNEY DIVIDEND AND INCOME FUND November 28, 2003 SB CONVERTIBLE FUND November 28, 2003 SMITH BARNEY DIVERSIFIED STRATEGIC November 28, 2003 INCOME FUND SMITH BARNEY EXCHANGE RESERVE FUND November 28, 2003 SMITH BARNEY HIGH INCOME FUND November 28, 2003 SMITH BARNEY MUNICIPAL HIGH INCOME November 28, 2003 FUND SB CAPITAL AND INCOME FUND April 30, 2003 SMITH BARNEY TOTAL RETURN BOND FUND November 28, 2003 2 SMITH BARNEY INSTITUTIONAL CASH September 29, 2003 MANAGEMENT FUND INC. CASH PORTFOLIO GOVERNMENT PORTFOLIO MUNICIPAL PORTFOLIO SMITH BARNEY INVESTMENT FUNDS INC. SMITH BARNEY GOVERNMENT SECURITIES April 30, 2003 FUND SMITH BARNEY GROUP SPECTRUM FUND January 28, 2004 SMITH BARNEY HANSBERGER GLOBAL VALUE August 28, 2003 FUND SMITH BARNEY INVESTMENT GRADE BOND April 30, 2003 FUND SMITH BARNEY PREMIER SELECTIONS ALL August 28, 2003 CAP GROWTH FUND SMITH BARNEY PREMIER SELECTIONS August 28, 2003 GLOBAL GROWTH FUND SMITH BARNEY PREMIER August 28, 2003 SELECTIONS LARGE CAP FUND SMITH BARNEY SMALL CAP VALUE FUND January 28, 2004 SMITH BARNEY SMALL CAP GROWTH FUND January 28, 2004 SMITH BARNEY INVESTMENT SERIES February 27, 2004 SB GROWTH AND INCOME FUND Smith Barney Shares SMITH BARNEY INTERNATIONAL FUND SMITH BARNEY LARGE CAP CORE FUND SMITH BARNEY INVESTMENT TRUST SMITH BARNEY INTERMEDIATE MATURITY March 28, 2003 CALIFORNIA MUNICIPALS FUND SMITH BARNEY INTERMEDIATE MATURITY March 28, 2003 NEW YORK MUNICIPALS FUND SMITH BARNEY LARGE CAPITALIZATION March 28, 2003 GROWTH FUND 3 SMITH BARNEY MID CAP CORE FUND March 28, 2003 SMITH BARNEY CLASSIC VALUES FUND February 10, 2003 SMITH BARNEY MANAGED GOVERNMENTS November 28, 2003 FUND INC. SMITH BARNEY MANAGED MUNICIPALS FUND June 27, 2003 INC. SMITH BARNEY MASSACHUSETTS MUNICIPALS March 28, 2003 FUND SMITH BARNEY MONEY FUNDS, INC. April 30, 2003 SMITH BARNEY MUNI FUNDS CALIFORNIA MONEY MARKET PORTFOLIO July 29, 2003 FLORIDA PORTFOLIO July 29, 2003 GEORGIA PORTFOLIO July 29, 2003 LIMITED TERM PORTFOLIO July 29, 2003 MASSACHUSETTS MONEY MARKET PORTFOLIO July 29, 2003 NATIONAL PORTFOLIO July 29, 2003 NEW YORK MONEY MARKET PORTFOLIO July 29, 2003 NEW YORK PORTFOLIO July 29, 2003 PENNSYLVANIA PORTFOLIO July 29, 2003 SMITH BARNEY MUNICIPAL MONEY MARKET July 29, 2003 FUND, INC. SMITH BARNEY NEW JERSEY MUNICIPALS July 29, 2003 FUND, INC. SMITH BARNEY OREGON MUNICIPALS FUND August 28, 2003 SMITH BARNEY PRINCIPAL RETURN FUND SECURITY AND GROWTH FUND March 31, 2003 SMITH BARNEY SECTOR SERIES FUND INC. February 27, 2004 SMITH BARNEY FINANCIAL SERVICES FUND SMITH BARNEY HEALTH SCIENCES FUND SMITH BARNEY TECHNOLOGY FUND SMITH BARNEY SMALL CAP CORE FUND, INC. April 30, 2003 4 SMITH BARNEY TRUST II SMITH BARNEY DIVERSIFIED LARGE CAP February 28, 2004 GROWTH FUND SMITH BARNEY INTERNATIONAL LARGE CAP April 30, 2003 FUND SMITH BARNEY SMALL CAP GROWTH February 28, 2004 OPPORTUNITIES FUND SMITH BARNEY CAPITAL PRESERVATION February 28, 2004 FUND SMITH BARNEY CAPITAL PRESERVATION February 28, 2004 FUND II SMITH BARNEY SHORT DURATION February 28, 2004 MUNICIPAL INCOME FUND SMITH BARNEY WORLD FUNDS, INC. February 27, 2004 GLOBAL GOVERNMENT BOND PORTFOLIO INTERNATIONAL ALL CAP GROWTH PORTFOLIO FD 5