Smith Barney
Adjustable Rate Government Income Fund

388 Greenwich Street
New York, New York 10013
(800) 451-2010


Statement of Additional
Information
September 28, 2000


This Statement of Additional Information (SAI) expands upon and
supplements the information contained in the current prospectus of
Smith Barney Adjustable Rate Government Income Fund (the "fund"),
dated September 28, 2000, as amended or supplemented from time to
time, and should be read in conjunction with the prospectus.  The
prospectus may be obtained from your Salomon Smith Barney
Financial Consultant, a Service Agent (as defined on page 25) or
by writing or calling the fund at the address or telephone number
set forth above.  This SAI, although not in itself a prospectus,
is incorporated by reference into the prospectus in its entirety.


TABLE OF CONTENTS

Management of the Fund 	 2
Trustees and Officers of the Fund	 2
Investment Objectives and Management Policies	 7
Risk Factors	 22
Investment Restrictions	 24
Portfolio Transactions	 25
Portfolio Turnover	 26
Purchase of Shares 	 26
IRA and Other Prototype Retirement Plans	 27
Redemption of Shares 	 29
Distributor	 31
Determination of Net Asset Value 	 33
Exchange Privilege 	 33
Performance Data 	 34
Dividends, Distributions and Taxes 	 36
Additional Information About the Fund	 37
Other Information	 39
Financial Statements 	 39
Appendix A	 A-1


MANAGEMENT OF THE FUND

The executive officers of the fund are employees of certain of the
organizations that provide services to the fund.  These
organizations are as follows:

Name
Service
Salomon Smith Barney Inc. ("Salomon Smith Barney")

Distributor
SSB Citi Fund Management LLC ("SSB Citi")
Investment Adviser
and Administrator
BlackRock Financial Management, Inc.  ("BlackRock")

Sub-Investment
Adviser
PFPC Trust Company ("PFPC Trust")
Custodian
Citi Fiduciary Trust Company ("Citi Fiduciary")
Transfer Agent
PFPC Global Fund Services  ("PFPC")
Sub-Transfer Agent

These organizations and the functions they perform for the fund
are discussed in the prospectus and in this SAI.

TRUSTEES AND OFFICERS OF THE FUND

Overall responsibility for management and supervision of the fund
rests with the fund's board of trustees.  The board of trustees
approves all significant agreements between the fund and the
companies that furnish services to the fund, including agreements
with the fund's distributor, investment adviser, sub-investment
adviser, administrator, custodian and transfer agent.

The trustees and executive officers of the fund, together with
information as to their principal business occupations during the
past five years, are set forth below. Each trustee who is an
"interested person" of the fund, as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), is indicated by
an asterisk.

Allan J. Bloostein, Trustee (Age 70). President of Allan J.
Bloostein Associates, a consulting firm; Trustee/Director of 19
investment companies associated with Citigroup Inc. ("Citigroup").
Director of CVS Corporation, a drug store chain, and Taubman
Centers Inc., a real estate development company; Retired Vice
Chairman and Director of The May Department Stores Company; His
address is 425 Park Avenue, New York, New York 10022.

Martin Brody, Trustee (Age 79).  Consultant, HMK Associates;
Retired Vice Chairman of the Board of Restaurant Associates
Corporation. Director of Jaclyn, Inc., an apparel design and
manufacturing company. Trustee/Director of 20 investment companies
associated with Citigroup. His address is c/o HMK Associates, 30
Columbia Turnpike, Florham Park, New Jersey 07932.

Dwight B. Crane, Trustee (Age 62).  Professor, Harvard Business
School; Director of Peer Review Analysis Inc. Trustee/Director of
23 investment companies associated with Citigroup. His address is
c/o Harvard Business School, Soldiers Field Road, Boston,
Massachusetts 02163.

Robert A. Frankel, Trustee (Age 73).  Managing Partner of Robert
A. Frankel Management Consultants. Former Corporate Vice President
of The Reader's Digest Association, Inc. Trustee/Director of 9
investment companies associated with Citigroup.  His address is
102 Grand Street, Croton-on-Hudson, New York 10520

William R. Hutchinson, Director (Age 57).  Group Vice President,
Mergers and Acquisitions, BP AMOCO p.l.c., formerly Vice
President, Financial Operations of AMOCO Corporation; Director of
Associated Bank and Associated Banc-Corporation. Trustee/Director
of 7 investment companies associated with Citigroup. His address
is c/o AMOCO Corporation, 200 E. Randolph Drive, Chicago, Illinois
60601.

*Heath B. McLendon, (Age 67).  President, Chairman of the Board
and Chief Executive Officer.  Managing Director of Salomon Smith
Barney and President of SSB Citi and Travelers Investment Adviser,
Inc. ("TIA"); Chairman, Co-Chairman or Trustee of 78 investment
companies associated with Citigroup; His address is 7 World Trade
Center, New York, New York 10048.

Scott M. Amero, (Age 37) Portfolio Manager.  Managing Director of
BlackRock Financial Management.  His address is 345 Park Avenue,
New York, New York 10154.

Keith T. Anderson, (Age 41) Portfolio Manager.  Managing Director
of BlackRock Financial Management. His address is 345 Park Avenue,
New York, New York 10154.

Robert S. Kapito, (Age 43) Portfolio Manager.  Vice Chairman of
BlackRock Financial Management.  His address is 345 Park Avenue,
New York, New York 10154.

Lewis E. Daidone, Senior Vice President and Treasurer (Age 43).
Managing Director of Salomon Smith Barney; Treasurer of 61
investment companies associated with Citigroup. Director and
Senior Vice President of SSB Citi and TIA;  His address is 125
Broad Street, New York New York 10004.

Christina T. Sydor, (Age 49) Secretary.  Managing Director of
Salomon Smith Barney; General Counsel and Secretary of SSB Citi
and TIA; Secretary of 61 investment companies associated with
Citigroup.  Her address is 388 Greenwich Street, New York, New
York 10013.

Paul Brook, (Age 46) Controller.  Director of Salomon Smith
Barney; Controller or Assistant Treasurer of 43 investment
companies associated with Citigroup; from 1997 - 1998 Managing
Director of AMT Capital Services Inc.; prior to 1997 Partner with
Ernst & Young LLP.  His address is 125 Broad Street, New York, New
York 10004.

As of September 15, 2000, the trustees and officers of the fund as
a group beneficially owned less than 1% of the outstanding shares
of the fund.  As of September 15, 2000, to the best knowledge of
the fund and the board, the following shareholders or "group" (as
that term is used in Section 13(d) of the Securities Act of 1934)
beneficially owned more than 5% of the outstanding shares of the
fund:

Class A Shares


Name and Address

Number of
Shares
Percent of
Total
Outstanding
Shares

Simpson Master Investments
Ltd
C/O Midland Bank Trust Corp.
(Cayman) Limited
P.O. Box 1109 GT
Mary Street, Georgetown
Cayman Islands


2,141,915.945

19.6915
Simpson Master Investments
Ltd #1
C/O Midland Bank Trust Corp.
(Cayman) Limited
P.O. Box 1109 GT
Mary Street, Georgetown
Cayman Islands


616,181.916
5.6648

Class B Shares

Sally E. Douglas, TTEE
The Sally E. Douglas Living
Trust DTD 9/17/98
8401 E. Joshua TTEE
Scottsdale, AZ  85250-4921

22,695.749
8.5361
Carl Kubitz
SSB IRA Custodian
209 Laurelwood Road
Douglassville, PA  19518-1007
San Diego, CA  92128-1522


20,455.492
7.6935

Class I Shares

Name and Address
Number of
Shares
Percent of
Total
Outstanding
Shares
Charles J. Donchess and
Jamie A. Gilbert  JTWROS
13 Alta Vista Way
Danville, CA 94506-4658

663,392.665
16.1231
Heather M. Beach
P.O. Box 5113
San Mateo, CA 94402-0113

369,705.483
8.9853
Peter F. Pervere
122 Woodland Way
Piedmont, CA 94611-3840

367,721.817
8.9371
Thomas Skibo
277 College Avenue
Palo Alto, CA  94306-1509

275,509.846
6.696
Paul Wahl
12051 Stonebrook Drive
Los Altos Hills, CA  94022-
5128

275,274.322
6.6903
James Kennick
2759 Cherry Lane
Walnut Creek, CA  94596-2176

219,228.754
5.3281
Justin Dooley and Maralyn
Dooley
TTEES FBO The Dooley Family
Trust
DTD 9/13/97
2209 Purisima Creek Road
Half Moon Bay, CA  94019-2592
208, 252.701
5.0614


REMUNERATION

No director, officer or employee of Salomon Smith Barney,
BlackRock or SSB Citi or any of their affiliates receives any
compensation from the fund for serving as an officer or trustee of
the fund.  The fund pays each trustee who is not a director,
officer or employee of Salomon Smith Barney, BlackRock, SSB Citi,
or any of their affiliates, a fee of $2,500 per annum plus $250
per meeting attended, and reimburses them for travel and out-of-
pocket expenses.  For the fiscal year ended May 31, 2000 such
travel expenses totaled $2,953.

The following table sets forth the compensation paid by the fund
to each person who was a trustee during the fund's last fiscal
year:






TRUSTEE

Aggregate
Compensation
From the
Fund
For Fiscal
Year Ended
5/31/00


Pension or
Retirement
Benefits
Accrued as
Part of
Fund Expenses
Total
Compensation
From Fund
and Fund
Complex for
Calendar
Year Ended
12/31/99


Total Number of
Funds for Which
Trustee Serves
Within
Fund Complex
Allan J.
Bloostein
$3,500
$0
$112,483
19
Martin Brody
$3,250
0
$138,600
20
Dwight Crane
$3,250
0
$155,363
23
Robert A.
Frankel
$3,500
0
$79,450
9
William R.
Hutchinson
$3,500
0
$49,350
7
Heath B.
McLendon*
-
0
-
78

*	Designates an "interested person" of the fund.

Upon attainment of age 80, fund trustees are required to change
to emeritus status. Trustees Emeritus are entitled to serve in
emeritus status for a maximum of 10 years, during which time
they are paid 50% of the annual retainer fee and meeting fees
otherwise applicable to fund trustees, together with reasonable
out-of-pocket expenses for each meeting attended.  During the
last fiscal year, aggregate compensation paid to Charles
Barber, a Trustee Emeritus, totaled $1,625.

INVESTMENT ADVISER, SUB-INVESTMENT ADVISER AND ADMINISTRATOR

	INVESTMENT ADVISER AND ADMINISTRATOR

SSB Citi located at 388 Greenwich Street, New York, New York
10013, serves as the fund's investment adviser and administrator.
In its capacity as the fund's investment adviser, subject to the
supervision and direction of the fund's board of trustees, SSB
Citi is generally responsible for furnishing, or causing to be
furnished to the fund, investment management services. Included
among the specific services provided by SSB Citi as investment
adviser are: the selection and compensation of a sub-investment
adviser to the fund; the review of all purchases and sales of
portfolio instruments made by the fund to assess compliance with
its stated investment objectives and policies; the monitoring of
the selection of brokers and dealers effecting investment
transactions on behalf of the fund, and the payment of reasonable
salaries and expenses of those of the fund's officers and
employees, and the fees and expenses of those members of the
fund's board of trustees, who are directors, officers or employees
of SSB Citi.  SSB Citi provides investment management, investment
advisory and/or administrative services to individual,
institutional and investment company clients that had aggregate
assets under management, as of August 31, 2000, in excess of $204
billion. For the fiscal year ended May 31, 2000, SSB Citi received
fees in an amount equal to 0.40% of the fund's average daily net
assets for the investment advisory services provided.  As the
fund's administrator, SSB Citi calculates the net asset value of
the fund's shares and generally assists in all aspects of the
fund's administration and operation.  SSB Citi receives a fee for
services provided to the fund as administrator that is accrued
daily and paid monthly at the annual rate of 0.20% of the value of
the fund's average daily net assets.

Certain of the services provided to, and the fees paid by, the
fund under its agreements with BlackRock and SSB Citi are
described in the prospectus.  For the fiscal years ended May 31,
1998, 1999 and 2000, such fees (for investment advisory and
administration services) amounted to $708,254, $667,788 and
$822,791, respectively. In addition to providing the services
described in the prospectus, SSB Citi furnishes the fund with
statistical and research data, clerical assistance and accounting,
data processing, bookkeeping, internal auditing and legal services
and certain other services required by the fund; prepares reports
to the fund's shareholders; and prepares tax returns, reports to
and filings with, the Securities and Exchange Commission (the
"SEC") and state regulatory authorities. SSB Citi, is a wholly
owned subsidiary of Salomon Smith Barney Holdings Inc.
("Holdings").  Holdings is a wholly owned subsidiary of Citigroup.
SSB Citi pays BlackRock a fee for services provided by BlackRock
to the fund, which is accrued daily and paid monthly, at the
annual rate of 0.20% of the value of the fund's average daily net
assets.  The fund pays no direct fee to BlackRock.  BlackRock and
SSB Citi each pay the salaries of all officers and employees it
employs who provide services to the fund, and SSB Citi maintains
office facilities for the fund.  BlackRock and SSB Citi bear all
expenses in connection with the performance of their respective
services under their agreements with the fund.

	SUB-INVESTMENT ADVISER -- BLACKROCK

Under the terms of the sub-investment advisory agreement among SSB
Citi, the fund and BlackRock, SSB Citi employs BlackRock as the
fund's sub-investment adviser. BlackRock is a wholly owned
subsidiary of BlackRock, Inc., one of the largest publicly traded
investment management firms in the United States with over $188
billion of assets under management as of August 31, 2000.
BlackRock, Inc. manages assets on behalf of more than 3,000
institutions and 160,000 individuals worldwide through a variety
of fixed-income, equity, liquidity and alternative investment
separate accounts and mutual funds.  BlacRock, Inc. is majority-
owned subsidiary of The PNC Financial Services Group, Inc., one of
the largest diversified financial services organizations in the
United States.  BlackRock maintains its principal offices at 345
Park Avenue, New York, New York 10154.

As the fund's sub-investment adviser, BlackRock, subject to the
supervision and direction of the fund's board of trustees, and
subject to review by SSB Citi, manages the fund's portfolio in
accordance with the investment objectives and stated policies of
the fund, makes investment decisions for the fund, selects the
brokers and dealers through which the fund's investment
transactions are effected and places purchase and sale orders for
the fund's portfolio transactions. BlackRock also pays the
salaries of all officers and employees of the fund who are
employed by both it and the fund, provides the fund with
investment officers who are authorized by the board of trustees to
execute purchases and sales of securities and other financial
instruments on behalf of the fund and employs a professional staff
of portfolio managers who draw upon a variety of sources for
research information for the fund.

	PORTFOLIO MANAGEMENT

Since the fund's commencement of operations, June 22, 1992, Keith
T. Anderson, Scott M. Amero and Robert S. Kapito, each a senior
officer at BlackRock, have been responsible for managing the day-
to-day investment activities of the fund.

Management's discussion and analysis, and additional performance
information regarding the fund during the fiscal year ended May
31, 2000, is included in the Annual Report for that period. A copy
of the Annual Report may be obtained upon request and without
charge from a Salomon Smith Barney Financial Consultant, a Service
Agent or by writing or calling the fund at the address or phone
number listed above.

SSB Citi receives a fee for services provided to the fund that is
accrued daily and paid monthly at the annual rate of 0.20% of the
value of the fund's average daily net assets.

Code of Ethics. Pursuant to Rule 17j-1 of the 1940 Act, the fund,
its investment adviser, sub-investment adviser and principal
underwriter have adopted codes of ethics that permit personnel to
invest in securities for their own accounts, including securities
that may be purchased or held by the fund.  All personnel must
place the interests of clients first and avoid activities,
interests and relationships that might interfere with the duty to
make decisions in the best interests of the clients.  All personal
securities transactions by employees must adhere to the
requirements of the codes and must be conducted in such a manner
as to avoid any actual or potential conflict of interest, the
appearance of such a conflict, or the abuse of an employee's
position of trust and responsibility.

A copy of the fund's Code of Ethics is on file with the SEC.


INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES

The investment objectives of the fund are to seek to provide high
current income and to limit the degree of fluctuation of its net
asset value resulting from movements in interest rates. These
investment objectives may not be changed without the approval of
the holders of a majority of the fund's outstanding shares. No
assurance can be given that the fund will be able to achieve its
investment objectives.  The prospectus discusses the investment
objectives of the fund and the principal policies to be employed
to achieve those objectives.  Supplemental information is set out
below concerning the types of securities and other instruments in
which the fund may invest, the investment policies and strategies
that the fund may utilize, and certain risks attendant to those
investments, policies and strategies.

In seeking to achieve its investment objectives, the fund will
invest principally in adjustable rate securities and U.S.
government securities. Under normal market conditions, the fund
will invest at least 65% of its net assets in U.S. government
securities, and will also invest at least 65% of its net assets in
adjustable rate securities, many of which will also be U.S.
government securities. The fund's assets not invested in U.S.
government securities may be invested in, among other instruments,
fixed rate and adjustable rate mortgage-backed securities
("MBSs"), asset-backed securities ("ABSs") and corporate debt
securities rated within the two highest long-term debt categories
by a nationally recognized statistical rating organization (an
"NRSRO"), such as those rated Aa by Moody's Investors Service,
Inc. ("Moody's") or AA by Standard & Poor's Ratings Group ("S&P")
and money market instruments with a comparable short-term rating.
Up to 20% of the fund's total assets may be invested in securities
that are unrated but deemed to be of comparable credit quality by
BlackRock, and up to 10% of the fund's total assets may be
invested in U.S. dollar-denominated foreign securities, including
MBSs and ABSs issued by foreign entities that are of comparable
credit quality. The foregoing policies as to ratings of portfolio
securities will be applicable at the time securities are purchased
by the fund; if portfolio securities of the fund are subsequently
assigned lower ratings, if they cease to be rated or if they cease
to be deemed to be comparable, BlackRock will reassess whether the
fund should continue to hold the securities.

The fund may invest up to 5% of its total assets in municipal
obligations and in zero coupon securities, including zero coupon
U.S. Treasury securities. In addition, the fund may engage in
various hedging strategies to increase investment return and/or
protect against interest rate changes in an effort to maintain the
stability of its net asset value.

Adjustable Rate Securities

The fund will invest at least 65% of its net assets in adjustable
rate securities ("Adjustable Rate Securities"), consisting
principally of mortgage-backed and asset-backed securities.
Adjustable Rate Securities are instruments that bear interest at
rates that adjust at periodic intervals at a fixed amount
(typically referred to as a "spread") over the market levels of
interest rates as reflected in specified indexes.  MBSs are
securities that directly or indirectly represent an interest in,
or are backed by and are payable from, mortgage loans secured by
real property. ABSs are similar in structure to MBSs, except that
the underlying asset pools consist of credit card, automobile or
other types of receivables, or of commercial loans. MBSs and ABSs
are issued in structured financings through which a sponsor
securitizes the underlying mortgage loans or financial assets to
provide the underlying assets with greater liquidity or to achieve
certain other financial goals.  The collateral backing MBSs and
ABSs is usually held by an independent bailee, custodian or
trustee on behalf of the holders of the related MBSs or ABSs.  The
holder of the related MBSs or ABSs (such as the fund) will have
either an ownership interest or security interest in the
underlying collateral and can exercise its rights to it through
the bailee, custodian or trustee.

Payments of principal of and interest on MBSs and ABSs are made
more frequently than are payments on conventional debt securities.
In addition, holders of MBSs and of certain ABSs (such as ABSs
backed by home equity loans) may receive unscheduled payments of
principal at any time representing prepayments on the underlying
mortgage loans or financial assets.  These prepayments may usually
be made by the related obligor without penalty.  Prepayment rates
are affected by changes in prevailing interest rates and numerous
economic, geographic, social and other factors.  (ABSs backed by
other than home equity loans do not generally prepay in response
to changes in interest rates, but may be subject to prepayments in
response to other factors.)  Changes in the rates of prepayments
will generally affect the yield to maturity of the security.

Indices.  The key determinant of the interest rates paid on
Adjustable Rate Securities is the interest rate index chosen (and
the spread, above or below the interest rate of the index,
required to be paid on the security).  Certain indices are tied to
the interest rate paid on specified securities, such as one-,
three-or five-year U.S. Treasury securities, whereas other indices
are more general.  A prominent example of a general type of index
is the cost of funds for member institutions (that is, savings and
loan associations and savings banks) of the Federal Home Loan Bank
(the "FHLB") of San Francisco (The 11th District Cost of Funds
Index, "COFI").  A number of factors may affect the COFI and cause
it to behave differently from indices tied to specific types of
securities.  The COFI is dependent upon, among other things, the
origination dates and maturities of the member institutions'
liabilities. Consequently, the COFI may not reflect the average
prevailing market interest rates on new liabilities of similar
maturities, and may not move in the same direction as prevailing
interest rates since, as longer term deposits or borrowings mature
and are renewed at market interest rates, the COFI will rise or
fall depending upon the differential between the prior and the new
rates on the deposits and borrowings.  In addition, associations
in the thrift industry in recent years have caused and may
continue to cause the cost of funds of thrift institutions to
change for reasons unrelated to changes in general interest rate
levels.  Any movement in the COFI as compared to other indices
based upon specific interest rates may be affected by changes
instituted by the FHLB of San Francisco in the method used to
calculate the COFI.  To the extent that the COFI may reflect
interest changes on a more delayed basis than other indices, in a
period of rising interest rates any increase may produce a higher
yield later than would be produced by the other indices.  In a
period of declining interest rates, the COFI may remain higher
than other market interest rates, which may result in a higher
level of principal prepayments on mortgage loans that adjust in
accordance with the COFI than mortgage or other loans that adjust
in accordance with other indices.  In addition, to the extent that
the COFI may lag behind other indices in a period of rising
interest rates, securities based on the COFI may have a lower
market value than would result from use of other indices.  In a
period of declining interest rates, securities based on the COFI
may reflect a higher market value than would securities based on
other indices.

The interest rates paid on Adjustable Rate Securities are
generally readjusted periodically to an increment over the chosen
interest rate index. Such readjustments occur at intervals ranging
from one to 36 months. The degree of volatility in the market
value of the Adjustable Rate Securities in the fund's portfolio
will be a function of the frequency of the adjustment period, the
applicable index and the degree of volatility in the applicable
index. It will also be a function of the maximum increase or
decrease of the interest rate adjustment on any one adjustment
date, in any one year and over the life of the securities. These
maximum increases and decreases are typically referred to as
"caps" and "floors," respectively. The fund will not seek to
maintain an overall average cap or floor, although BlackRock will
consider caps or floors in selecting Adjustable Rate Securities
for the fund.

The adjustable interest rate feature underlying the Adjustable
Rate Securities in which the fund invests generally will act as a
buffer to reduce sharp changes in the fund's net asset value in
response to normal interest rate fluctuations. As the interest
rates on the mortgages underlying the fund's MBSs are reset
periodically, yields of portfolio securities will gradually align
themselves to reflect changes in market rates and should cause the
net asset value of the fund to fluctuate less dramatically than it
would if the fund invested in more traditional long-term, fixed
rate debt securities. During periods of rapidly rising interest
rates, however, changes in the coupon rate may temporarily lag
behind changes in the market rate, possibly resulting in a lower
net asset value until the coupon resets to market rates. Thus,
investors could suffer some principal loss if they sell their
shares of the fund before the interest rates on the underlying
mortgages are adjusted to reflect current market rates.

Unlike fixed rate mortgages, which generally decline in value
during periods of rising interest rates, the fund's MBSs will
allow the fund to participate in increases in interest rates
through periodic adjustments in the coupons of the underlying
mortgages, resulting in both higher current yields and lower price
fluctuations. In addition, if prepayments of principal are made on
the underlying mortgages during periods of rising interest rates,
the fund generally will be able to reinvest those amounts in
securities with a higher current rate of return. The fund will not
benefit from increases in interest rates to the extent that
interest rates rise to the point at which they cause the current
coupon of Adjustable Rate Securities to exceed the maximum
allowable caps. The fund's net asset value could vary to the
extent that current yields on Adjustable Rate Securities are
different from market yields during interim periods between the
coupon reset dates.

MBSs. Three basic types of MBSs are currently available for
investments:

(a) those issued or guaranteed by the United States Government or
one of its agencies or instrumentalities, primarily consisting of
securities either guaranteed by the Government National Mortgage
Association or issued by the Federal National Mortgage Association
or the Federal Home Loan Mortgage Corporation; (b) those issued by
private issuers that represent an interest in or are
collateralized by MBSs issued or guaranteed by the United States
government or one of its agencies or instrumentalities; and (c)
those issued by private issuers that represent an interest in or
are collateralized by whole mortgage loans or MBSs without a
United States government guarantee but usually having some form of
private credit enhancement.

MBSs and ABSs issued by Nongovernmental Entities.  Certain of the
MBSs, as well as certain of the ABSs, in which the fund may invest
will be issued by private issuers. Such MBSs and ABSs may take a
form similar to the pass-through MBSs issued by agencies or
instrumentalities of the United States, or may be structured in a
manner similar to the other types of MBSs or ABSs described below.
Private issuers include originators of or investors in mortgage
loans and receivables such as savings and loan associations,
savings banks, commercial banks, investment banks, finance
companies and special purpose finance subsidiaries of these types
of institutions.

Credit Enhancements.  Credit enhancements for certain MBSs and
ABSs issued by nongovernmental entities typically are provided by
external entities such as banks or financial institutions or by
the structure of a transaction itself.  Credit enhancements
provided for certain MBSs and ABSs issued by non-governmental
entities typically take one of two forms, (a) liquidity protection
or (b) protection against losses resulting from ultimate default
by an obligor on the underlying assets. Liquidity protection
refers to the provision of advances, generally by the entity
administering the pool of assets, to ensure that the receipt of
payments on the underlying pool occurs in a timely fashion.
Protection against losses resulting from default ensures ultimate
payment of the obligations on at least a portion of the assets in
the pool. This protection may be provided through guarantees,
insurance policies or letters of credit obtained by the issuer or
sponsor from third parties, through various means of structuring
the transaction or through a combination of these approaches. The
degree of credit support provided for each issue is generally
based on historical information with respect to the level of
credit risk associated with the underlying assets. Delinquencies
or losses in excess of those anticipated could adversely affect
the return on an investment in a security. The fund will not pay
any additional fees for credit support, although the existence of
credit support may increase the price of a security. BlackRock
will monitor, on an ongoing basis, the creditworthiness of the
providers of credit enhancement for such MBSs and ABSs held by the
fund.

Examples of such credit support arising out of the structure of
the transaction include "senior-subordinated securities" (multiple
class securities with one or more classes being senior to other
subordinated classes as to the payment of principal and interest,
with the result that defaults on the underlying assets are borne
first by the holders of the subordinated class), creation of
"reserve funds" (in which case cash or investments, sometimes
funded from a portion of the payments on the underlying assets,
are held in reserve against future losses) and
"overcollateralization" (in which case the scheduled payments on,
or the principal amount of, the underlying assets exceeds that
required to make payment of the securities and pay any servicing
or other fees).  The fund may purchase subordinated securities
that, as noted above, may serve as a form of credit support for
senior securities purchased by other investors.

Collateralized Mortgage Obligations.  The fund may invest in MBSs
taking the form of collateralized mortgage obligations ("CMOs"),
which are debt obligations collateralized by mortgage loans or
mortgage pass-through securities. Typically, CMOs are
collateralized by GNMA, FNMA or FHLMC certificates, but also may
be collateralized by whole loans or private mortgage pass-through
securities (this collateral being referred to collectively as
"Mortgage Assets"). Multi-class pass-through securities are equity
interests in a trust composed of Mortgage Assets. Payments of
principal of and interest on the Mortgage Assets, and any
reinvestment income on the Mortgage Assets, provide the funds to
pay debt service on the CMOs or make scheduled distributions on
the multi-class pass-through securities. CMOs may be issued by
agencies or instrumentalities of the United States government, or
by private originators of, or investors in, mortgage loans,
including depository institutions, mortgage banks, investment
banks and special purpose subsidiaries of these types of
institutions.

In a CMO, a series of bonds or certificates is issued in multiple
classes. Each class of CMOs, often referred to as a "tranche," is
issued at a specific fixed or floating coupon rate and has a
stated maturity or final distribution date. Principal prepayments
on the Mortgage Assets may cause the CMOs to be retired
substantially earlier than their stated maturities or final
distribution dates. Interest is paid or accrues on all classes of
the CMOs on a monthly, quarterly or semi-annual basis. The
principal of and interest on the Mortgage Assets may be allocated
among the several classes of a CMO series in a number of different
ways. Generally, the purpose of the allocation of the cash flow of
a CMO to the various classes is to obtain a more predictable cash
flow to the individual tranches than exists with the underlying
collateral of the CMO. As a general rule, the more predictable the
cash flow is on a CMO tranche, the lower the anticipated yield
will be on that tranche at the time of issuance relative to
prevailing market yields on MBSs.

Amortization Class CMOs ("PAC Bonds"). Parallel pay CMOs are
structured to provide payments of principal on each payment date
to more than one class. These simultaneous payments are taken into
account in calculating the stated maturity date or final
distribution date of each class, which, like other CMO structures,
must be retired by its stated maturity date or final distribution
date but may be retired earlier. PAC Bonds are parallel pay CMOs
that generally require payments of a specified amount of principal
on each payment date; the required principal payments on PAC Bonds
have the highest priority after interest has been paid to all
classes.

ABSs. The fund will invest in various types of Adjustable Rate
Securities in the form of ABSs. The securitization techniques for
ABSs are similar to those used for MBSs; through the use of trusts
and special purpose corporations, various types of receivables
(such as home equity loans and automobile and credit card
receivables) are securitized in pass-through structures similar to
the mortgage pass-through structures described above or in a pay-
through structure similar to the CMO structure. ABSs are typically
bought or sold from or to the same entities that act as primary
dealers in U.S. government securities.

Certain of the ABSs in which the fund will invest will be
guaranteed by the Small Business Administration ("SBA"). The SBA
is an independent agency of the United States, and ABSs guaranteed
by the SBA carry a guarantee of both principal and interest backed
by the full faith and credit of the United States. These ABSs may
include pass-through securities collateralized by SBA guaranteed
loans whose interest rates adjust in much the same fashion as
described above with respect to ARMs. These loans generally
include commercial loans such as working capital loans and
equipment loans. The underlying loans are originally made by
private lenders and are guaranteed in part by the SBA, the
guaranteed portion of the loans constituting the underlying
financial assets in these ABSs.  In general, the collateral
supporting ABSs is of shorter maturity than mortgage loans and may
be less likely to experience substantial prepayments. Like MBSs,
ABSs are often backed by a pool of assets representing the
obligations of a number of different parties. Currently, pass-
through securities collateralized by SBA guaranteed loans and home
equity loans are the most prevalent ABSs that are Adjustable Rate
Securities.

ABSs are relatively new and untested instruments and may be
subject to greater risk of default during periods of economic
downturn than other securities, including MBSs, which could result
in possible losses to the fund. In addition, the secondary market
for ABSs may not be as liquid as the market for other securities,
including MBSs, which may result in the fund experiencing
difficulty in valuing ABSs.

U.S. Government Agencies or Instrumentalities. MBSs issued or
guaranteed by agencies or instrumentalities of the United States
government are generally considered to be of higher quality than
those issued or guaranteed by non-governmental entities.

Government National Mortgage Association. The Government National
Mortgage Association ("GNMA") is a wholly owned corporate
instrumentality of the United States government within the
Department of Housing and Urban Development.  The National Housing
Act of 1934, as amended (the "Housing Act"), authorizes GNMA to
guarantee the timely payment of the principal of and interest on
securities that are based on and backed by a pool of specified
mortgage loans.  For these types of securities to qualify for a
GNMA guarantee, the underlying mortgages must be insured by the
Federal Housing Administration (the "FHA") under the Housing Act,
or Title V of the Housing Act of 1949 ("FHA Loans"), or be
guaranteed by the Veterans' Administration under the Servicemen's
Readjustment Act of 1944, as amended ("VA Loans"), or be pools of
other eligible mortgage loans.  The Housing Act provides that the
full faith and credit of the United States government is pledged
to the payment of all amounts that may be required to be paid
under any guarantee.

GNMA pass-through MBSs may represent a proportionate interest in
one or more pools of the following types of mortgage loans: (a)
fixed rate level payment mortgage loans; (b) fixed rate graduated
payment mortgage loans; (c) fixed rate growing equity mortgage
loans; (d) fixed rate mortgage loans secured by manufactured
(mobile) homes; (e) mortgage loans on multifamily residential
properties under construction; (f) mortgage loans on completed
multifamily projects; (g) fixed rate mortgage loans as to which
escrowed funds are used to reduce the borrower's monthly payments
during the early years of the mortgage loans ("buydown" mortgage
loans); (h) mortgage loans that provide for adjustments on
payments based on periodic changes in interest rates or in other
payment terms of the mortgage loans; and (i) mortgage-backed
serial notes.

Federal National Mortgage Association. The Federal National
Mortgage Association ("FNMA") is a federally chartered and
privately owned corporation established under the Federal National
Mortgage Association Charter Act.  FNMA was originally organized
in 1938 as a United States government agency to add greater
liquidity to the mortgage market, and was transformed into a
private sector corporation by legislation enacted in 1968.  FNMA
provides funds to the mortgage market primarily by purchasing home
mortgage loans from local lenders, thereby providing them with
funds for additional lending.  FNMA acquires funds to purchase
loans from investors that may not ordinarily invest in mortgage
loans directly, thereby expanding the total amount of funds
available for housing.  FNMA guarantees timely payment of
principal and interest on FNMA MBSs.  The obligations of FNMA are
not backed by the full faith and credit of the United States.
Nevertheless, because of the relationship between FNMA to the
United States, MBSs issued by FNMA are generally considered to be
high quality securities with minimal credit risk.

Each FNMA pass-through MBS represents a proportionate interest in
one or more pools of FHA Loans, VA Loans or conventional mortgage
loans (that is, mortgage loans that are not insured or guaranteed
by any government agency).  The loans contained in those pools
consist of: (a) fixed rate level payment mortgage loans; (b) fixed
rate growing equity mortgage loans; (c) fixed rate graduated
payment mortgage loans; (d) variable rate mortgage loans; (e)
other adjustable rate mortgage loans; and (f) fixed rate mortgage
loans secured by multifamily projects.

Federal Home Loan Mortgage Corporation. The Federal Home Loan
Mortgage Corporation ("FHLMC") is a corporate instrumentality of
the United States established by the Emergency Home Finance Act of
1970, as amended (the "FHLMC Act").  FHLMC was organized primarily
for the purpose of increasing the availability of mortgage credit
to finance needed housing.  The operations of FHLMC currently
consist primarily of the purchase of first lien, conventional,
residential mortgage loans and participation interests in mortgage
loans and the sale of the mortgage loans in the form of mortgage-
backed securities.

The mortgage loans underlying FHLMC MBSs typically consist of
fixed rate or adjustable rate mortgage loans with original terms
to maturity of between 10 and 30 years, substantially all of which
are secured by first liens on one-to four-family residential
properties or multifamily projects. Each mortgage loan must meet
the applicable standards set out in the FHLMC Act.  Mortgage loans
underlying FHLMC MBSs may include whole loans, participation
interests in whole loans and undivided interests in whole loans
and participations in another FHLMC MBS.

FHLMC guarantees (a) the timely payment of interest on all FHLMC
MBSs, (b) the ultimate collection of principal with respect to
some FHLMC MBSs and (c) the timely payment of principal with
respect to other FHLMC MBSs.  The obligations of FHLMC are not
backed by the full faith and credit of the United States.
Nevertheless, because of the relationship of FHLMC to the United
States, MBSs issued by FHLMC are generally considered to be high
quality securities with minimal credit risk.

U.S. Small Business Administration.  The U.S. Small Business
Administration (the "SBA") is an independent agency of the United
States established by the Small Business Act of 1953.  The SBA was
organized primarily to assist independently owned and operated
businesses that are not dominant in their respective markets.  The
SBA provides financial assistance, management counseling and
training for small businesses, as well as acting generally as an
advocate of small businesses.  The SBA guarantees the payment of
principal and interest on portions of loans made by private
lenders to certain small businesses. The loans are generally
commercial loans such as working capital loans and equipment
loans.  The SBA is authorized to issue from time to time, through
its fiscal and transfer agent, SBA-guaranteed participation
certificates evidencing fractional undivided interests in pools of
these SBA-guaranteed portions of loans made by private lenders.
The SBA's guarantee of the certificates, and its guarantee of a
portion of the underlying loan, are backed by the full faith and
credit of the United States.

Among the specific types of MBSs in which the fund may invest are
ARMs, which are pass-through mortgage securities collateralized by
mortgages with adjustable rather than fixed rates. ARMs eligible
for inclusion in a mortgage pool generally provide for a fixed
initial mortgage interest rate for either the first 3, 6, 12, 13,
36 or 60 scheduled monthly payments. Thereafter, the interest
rates are subject to periodic adjustment based on changes in a
designated benchmark index.

U.S. Government Securities

Securities issued or guaranteed by the United States government or
one of its agencies, authorities or instrumentalities ("U.S.
government securities") in which the fund may invest include debt
obligations of varying maturities issued by the United States
Treasury or issued or guaranteed by an agency or instrumentality
of the United States government, including the FHA, Farmers Home
Administration, Export-Import Bank of the United States, SBA,
GNMA, General Services Administration, Central Bank for
Cooperatives, Federal Farm Credit Banks, Federal Home Loan Banks,
FHLMC, Federal Intermediate Credit Banks, Federal Land Banks,
FNMA, Maritime Administration, Tennessee Valley Authority,
District of Columbia Armory Board, Student Loan Marketing
Association and Resolution Trust Company.  Direct obligations of
the United States Treasury include bills, certificates of
indebtedness, notes and bonds that differ in their interest rates,
maturities and dates of issuance.  These instruments are direct
obligations of the United States government and, as such, are
backed by the full faith and credit of the United States.  Because
the United States government is not obligated by law to provide
support to an instrumentality that it sponsors, the fund will not
invest in obligations issued by an instrumentality of the United
States government unless BlackRock determines that the
instrumentality's credit risk does not make its securities
unsuitable for investment by the fund.

Zero Coupon Treasury Securities. The fund may purchase zero coupon
securities when yields on those securities are attractive, to
enhance portfolio liquidity or for a combination of both of these
purposes.  The fund may purchase "zero coupon" U.S. Treasury
securities, which are U.S. Treasury bills, notes and bonds that
have been stripped of their interest coupons or that are
certificates representing interests in the stripped debt
obligations and coupons.  A zero coupon security is purchased at a
discount from its face amount, and pays no interest to its holder
during its life.  Its value to an investor consists of the
difference between its face value at the time of maturity and the
price for which it was acquired, which is generally an amount
significantly less than its face value (sometimes referred to as a
"deep discount" price).  The discount approximates the total
amount of interest the security might accrue and compound over the
period until maturity or the particular interest payment date at a
rate reflecting the market rate of the securities at the time of
issuance or purchase.  Zero coupon securities benefit the issuer
by mitigating its need for cash to meet debt service, but also
require a higher rate of return to attract investors who are
willing to defer receipt of cash.

The interest rate on zero coupon securities is automatically
compounded and paid out at maturity.  Although compounding at a
constant rate eliminates the risk of receiving lower yields upon
reinvestment of interest if prevailing interest rates decline, the
owner of a zero coupon security does not obtain the higher yields
upon reinvestment of interest received if prevailing interest
rates rise.  For this reason, zero coupon securities are subject
to substantially greater market price fluctuations during periods
of changing prevailing interest rates than are comparable debt
securities that make current distributions of interest.

Current federal tax law requires that a holder (such as the fund)
of a zero coupon security accrue a portion of the discount at
which the security was purchased as income each year even although
the holder receives no interest payments in cash on the security
during the year.  The fund will accrue income on zero coupon
securities it holds for tax and accounting purposes, which income
is distributable to shareholders and which, because no cash is
received at the time of accrual, may require the liquidation of
portfolio securities to satisfy the fund's distribution
obligations.

Currently, the only U.S. Treasury security issued without coupons
is the U.S. Treasury bill.  A number of banks and brokerage firms,
however, have separated (stripped) the principal portions from the
coupon portions of U.S. Treasury bonds and notes and have sold
them separately in the form of receipts or certificates
representing undivided interests in these instruments.  These
instruments are generally held by a bank in a custodial or trust
account.

Other Investments of the Fund

Fixed Rate MBSs. Fixed rate MBSs in which the fund may invest
consist primarily of fixed rate pass-through securities and fixed
rate CMOs. Like Adjustable Rate Securities, these fixed rate
securities may be issued either by agencies or instrumentalities
of the United States government or by the types of private issuers
described above. The basic structures of fixed rate MBSs are the
same as those described above with respect to Adjustable Rate
Securities. The principal difference between fixed rate securities
and Adjustable Rate Securities is that the interest rate on the
former type of securities is set at a predetermined amount and
does not vary according to changes in any index.

Stripped MBSs. The fund may invest in stripped MBSs ("SMBSs"),
which are derivative multi-class mortgage-backed securities
typically issued by the same types of issuers that issue MBSs.
Unlike MBSs, SMBSs commonly involve two classes of securities that
receive different proportions of the interest and principal
distributions on a pool of mortgage assets. A common variety of
SMBSs contemplates one class (the principal-only or "PO" class)
receiving some of the interest and most of the principal from the
underlying assets, and the other class (the interest-only or "IO"
class) receiving most of the interest and the remainder of the
principal. In the most extreme case, the IO class receives all of
the interest, while the PO class receives all of the principal.
Although the fund may purchase securities of a PO class, it is
more likely to purchase the securities of an IO class.

Although IO class SMBSs individually have greater market
volatility than Adjustable Rate Securities, the fund will seek to
combine investments in IOs with other investments that have
offsetting price patterns. The value of IOs varies with a direct
correlation to changes in interest rates, whereas the value of
fixed rate MBSs, like that of other fixed rate debt securities,
varies inversely with interest rate fluctuations. Therefore,
active management of IOs in combination with fixed rate MBSs is
intended to add incremental yield from changes in market rates
while not materially increasing the volatility of the fund's net
asset value.

The yield to maturity of an IO class is extremely sensitive to the
rate of principal payments (including prepayments) on the related
underlying assets, and a rapid rate of principal payments in
excess of that considered in pricing the securities will have a
material adverse effect on an IO security's yield to maturity. If
the underlying mortgage assets experience greater than anticipated
payments of principal, the fund may fail to recoup fully its
initial investment in IOs. The sensitivity of an IO that
represents the interest portion of a particular class as opposed
to the interest portion of an entire pool to interest rate
fluctuations may be increased because of the characteristics of
the principal portion to which they relate.

Corporate Debt Securities. The fund may purchase corporate debt
securities rated within the two highest categories for long-term
debt obligations by an NRSRO, or, if unrated, deemed to be of
comparable credit quality by BlackRock. These debt securities may
have adjustable or fixed rates of interest and in certain
instances may be secured by assets of the issuer. Adjustable rate
corporate debt securities may have features similar to those of
adjustable rate MBSs, but corporate debt securities, unlike MBSs,
are not subject to prepayment risk other than through contractual
call provisions that generally impose a penalty for prepayment.
Fixed rate debt securities may also be subject to call provisions.

Foreign Securities. The fund may invest up to 10% of its total
assets in U.S. dollar-denominated foreign securities, including
MBSs and ABSs issued by foreign entities, although under current
market conditions the fund does not expect to invest in foreign
securities.

Investments in foreign securities involve certain risks not
ordinarily associated with investments in securities of domestic
issuers. These risks include fluctuations in foreign exchange
rates, future political and economic developments, and the
possible imposition of exchange controls or other foreign
governmental laws or restrictions.

Economic and Monetary Union (EMU).  EMU began on January 1, 1999
when 11 European countries adopted a single currency-the Euro.
EMU may create new economic opportunities for investors, such as
lower interest rates, easier cross-border mergers, acquisitions
and similar restructurings, more efficient distribution and
product packaging and greater competition.   Budgetary decisions
remain in the hands of each participating country, but are subject
to each country's commitment to avoid "excessive deficits" and
other more specific budgetary criteria.  A European Central Bank
is responsible for setting the official interest rate within the
Euro zone.  EMU and the introduction of the Euro, however, present
unique risks and uncertainties for investors in EMU-participating
countries, including:  (I) monetary and economic union on this
scale has never before been attempted;  (ii) there is uncertainty
whether participating countries will remain committed to EMU in
the face of changing economic conditions; (iii) instability within
EMU may increase the volatility of European markets and may
adversely affect the prices of securities of European issuers in
the fund's portfolios; (iv) there is uncertainty concerning the
fluctuation of the Euro relative to non-Euro currencies during the
transition period from January 1, 1999 to December 31, 2000, and
beyond;  and (v) there is no assurance that interest rate, tax and
labor regimes of EMU-participating countries will converge over
time.  These and other factors may cause market disruption and
could adversely affect European securities and currencies held by
the portfolios.

Municipal Obligations. The fund may invest up to 5% of its total
assets in obligations issued by state and local governments,
political subdivisions, agencies and public authorities
("Municipal Obligations"). Any Municipal Obligation that is backed
directly or indirectly by U.S. Treasury securities or the full
faith and credit of the United States government will be
considered by BlackRock to have the highest rating.

Illiquid Securities. The fund may not invest more than 15% of its
net assets in repurchase agreements that have a maturity of longer
than seven days or in other illiquid securities, including
securities that are illiquid by virtue of the absence of a readily
available market.  Other illiquid securities include interest rate
swaps and ABSs that cannot be disposed of promptly within seven
days and in the usual course of business without the fund's
receiving a reduced price.  The fund will also treat POs and IOs
as illiquid securities except for POs and IOs issued by U.S.
governmental agencies and instrumentalities, whose liquidities are
monitored by BlackRock subject to the supervision of SSB Citi and
the fund's board of trustees.

Illiquid securities have historically included securities subject
to contractual or legal restrictions on resale because they have
not been registered under the Securities Act of 1933, as amended
(the "1933 Act").  Limitations on resale may have an adverse
effect on the marketability of portfolio securities and a mutual
fund might be unable to dispose of restricted or illiquid
securities promptly or at reasonable prices and might thereby
experience difficulty satisfying redemptions within seven days.  A
mutual fund might also have to register restricted securities in
order to dispose of them, resulting in additional expense and
delay.  Adverse market conditions could impede such a public
offering of securities.

Restricted securities issued pursuant to Rule 144A under the 1933
Act are not deemed to be illiquid.  BlackRock will monitor the
liquidity of these restricted securities subject to the
supervision of SSB Citi and the board of trustees.  In assessing
the liquidity of a security, BlackRock will consider, among other
things, the following factors: (a) the frequency of trades and
quotes for the security; (b) the number of dealers wishing to
purchase or sell the security and the number of other potential
purchasers; (c) dealer undertakings to make a market in the
security and (d) the nature of the security and the nature of the
marketplace trades (for example, the time needed to dispose of the
security, the method of soliciting offers and the mechanics of the
transfer).  Repurchase agreements subject to demand are deemed to
have a maturity equal to the notice period.

Money Market Instruments. Money market instruments in which the
fund may invest are limited to: U.S. government securities; bank
obligations (including certificates of deposit, time deposits and
bankers' acceptances of domestic or foreign banks, domestic
savings and loan associations and other banking institutions
having total assets in excess of $500 million); commercial paper
rated no lower than Prime-1 by Moody's or A-1 by S&P or the
equivalent from another NRSRO, or, if unrated, of an issuer having
an outstanding, unsecured debt issue then rated within the highest
rating category; and repurchase agreements, as more fully
described below. U.S. government securities in which the fund may
invest include obligations issued or guaranteed by U.S. agencies
and instrumentalities that are supported solely by the credit of
the agency or instrumentality. At no time will the fund's
investments in bank obligations, including time deposits, exceed
25% of its assets.

The fund will invest in an obligation of a foreign bank or foreign
branch of a U.S. bank only if BlackRock determines that the
obligation presents minimal credit risks. The obligations of
foreign banks or foreign branches of U.S. banks in which the fund
will invest may be traded in or outside the United States, but
will be denominated in U.S. dollars. Obligations of a foreign bank
or foreign branch of a U.S. bank entail risks that include foreign
economic and political developments, foreign governmental
restrictions that may adversely affect the payment of principal
and interest on the obligations, foreign exchange controls and
foreign withholding or other taxes on income. Foreign branches of
domestic banks are not necessarily subject to the same or similar
regulatory requirements that apply to domestic banks, such as
mandatory reserve requirements, loan limitations, and accounting,
auditing and financial record keeping requirements. In addition,
less information may be publicly available about a foreign branch
of a domestic bank than about a domestic bank.

Repurchase Agreements. The fund may enter into repurchase
agreement transactions with member banks of the Federal Reserve
System and with certain dealers on the Federal Reserve Bank of New
York's list of reporting dealers.  A repurchase agreement is a
contract under which the buyer of a security simultaneously
commits to resell the security to the seller at an agreed-upon
price and date.  Under each repurchase agreement, the selling
institution will be required to maintain the value of the
securities subject to the repurchase agreement at not less than
their repurchase price. Repurchase agreements could involve
certain risks in the event of default or insolvency of the other
party, including possible delays or restrictions upon the fund's
ability to dispose of the underlying securities.

Under the terms of a typical repurchase agreement, the fund would
acquire an underlying debt obligation for a relatively short
period subject to an obligation of the seller to repurchase, and
the fund to resell, the obligation at an agreed-upon price and
time, thereby determining the yield during the fund's holding
period. This arrangement results in a fixed rate of return that is
not subject to market fluctuations during the fund's holding
period. Under each repurchase agreement, the selling institution
will be required to maintain the value of the securities subject
to the repurchase agreement at not less than their repurchase
price.

The value of the securities underlying a repurchase agreement of
the fund will be monitored on an ongoing basis by BlackRock or SSB
Citi to ensure that the value is at least equal at all times to
the total amount of the repurchase obligation, including interest.
BlackRock or SSB Citi will also monitor, on an ongoing basis to
evaluate potential risks, the creditworthiness of the banks and
dealers with which the fund enters into repurchase agreements.

Reverse Repurchase Agreements. The fund may enter into reverse
repurchase agreement transactions with member banks on the Federal
Reserve Bank of New York's list of reporting dealers. A reverse
repurchase agreement, which is considered a borrowing by the fund,
involves a sale by the fund of securities that it holds
concurrently with an agreement by the fund to repurchase the same
securities at an agreed-upon price and date. The fund typically
will invest the proceeds of a reverse repurchase agreement in
money market instruments or repurchase agreements maturing not
later than the expiration of the reverse repurchase agreement. The
fund will enter into a reverse repurchase agreement for these
purposes only when the interest income to be earned from the
investment of the proceeds is greater than the interest expense of
the transaction. The fund may also use the proceeds of reverse
repurchase agreements to provide liquidity to meet redemption
requests when the sale of the fund's securities is considered to
be disadvantageous.

The fund will establish a segregated account in which the fund
will maintain cash, U.S. government securities or other liquid
high grade debt obligations equal in value to its obligations with
respect to reverse repurchase agreements.

Dollar Roll Transactions. To take advantage of attractive
financing opportunities in the mortgage market and to enhance
current income, the fund may enter into dollar roll transactions.
A dollar roll transaction, which is considered a borrowing by the
fund, involves a sale by the fund of a security to a financial
institution, such as a bank or broker-dealer, concurrently with an
agreement by the fund to repurchase a similar security from the
institution at a later date at an agreed-upon price. The
securities that are repurchased will bear the same interest rate
as those sold, but generally will be collateralized by different
pools of mortgages with different prepayment histories than those
sold. During the period between the sale and repurchase, the fund
will not be entitled to receive interest and principal payments on
the securities sold. Proceeds of the sale will be invested in
additional instruments for the fund, and the income from these
investments, together with any additional fee income received on
the sale, will generate income for the fund exceeding the yield on
the securities sold. Dollar roll transactions involve the risk
that the market value of the securities sold by the fund may
decline below the repurchase price of those securities. At the
time that the fund enters into a dollar roll transaction, it will
place in a segregated account cash or other liquid securities
having a value equal to the repurchase price and will subsequently
monitor the account to ensure that its value is maintained.

When-Issued and Delayed Delivery Transactions. The fund may
purchase or sell securities on a when-issued or delayed delivery
basis. When-issued or delayed delivery transactions arise when
securities are purchased or sold by the fund with payment and
delivery taking place in the future in order to secure what is
considered to be an advantageous price and yield to the fund at
the time of entering into the transaction.  A segregated account
of the fund, cash or liquid securities that are marked to market
daily, pursuant to guidelines established by the Trustees.  The
payment obligations and the interest rates that will be received
are each fixed at the time the fund enters into the commitment and
no interest accrues to the fund until settlement. Thus, it is
possible that the market value at the time of settlement could be
higher or lower than the purchase price if the general level of
interest rates has changed.  When the fund engages in when-issued
or delayed delivery securities transactions, it will rely on the
other party to consummate the trade.  Failure of the seller to do
so may result in  the fund's incurring a loss or missing an
opportunity to obtain a price considered to be advantageous.

Lending Portfolio Securities. To generate income, the fund may
lend portfolio securities to brokers, dealers and other financial
organizations.  These loans, if and when made, are currently
subject to a limitation whereby they may not exceed 33 1/3% of the
value of the fund's total assets.  The fund will not lend
securities to Salomon Smith Barney unless the fund has applied for
and received specific authority to do so from the SEC.  The fund's
loans of securities will be collateralized by cash, letters of
credit or U.S. government securities.  The cash or instruments
collateralizing the fund's loans of securities will be maintained
at all times in a segregated account in an amount at least equal
to the current market value of the loaned securities.  From time
to time, the fund may pay a part of the interest earned from the
investment of collateral received for securities loaned to the
borrower and/or a third party that is unaffiliated with the fund
and is acting as a "finder."

By lending its portfolio securities, the fund can increase its
income by continuing to receive interest on the loaned securities
as well as by either investing the cash collateral in short-term
instruments or obtaining yield in the form of interest paid by the
borrower when U.S. government securities are used as collateral.
The fund will comply with the following conditions whenever it
loans securities: (a) the fund must receive at least 100% cash
collateral or equivalent securities from the borrower; (b) the
borrower must increase the collateral whenever the market value of
the securities loaned rises above the level of the collateral; (c)
the fund must be able to terminate the loan at any time; (d) the
fund must receive reasonable interest on the loan, as well as any
dividends, interest or other distributions on the loaned
securities, and any increase in market value; (e) the fund may pay
only reasonable custodian fees in connection with the loan; and
(f) voting rights on the loaned securities may pass to the
borrower except that, if a material event adversely affecting the
investment in the loaned securities occurs, the fund's board of
trustees must terminate the loan and regain the right to vote the
securities.

Borrowing. The fund may borrow from banks for temporary or
emergency (not leveraging) purposes and enter into reverse
repurchase agreements or dollar rolls in an aggregate amount equal
to up to 33 1/3% of the value of its total assets (computed at the
time the loan is made). The fund may pledge up to 33 1/3% of its
total assets to secure these borrowings. If the fund's asset
coverage for borrowings falls below 300%, the fund will take
prompt action to reduce its borrowings.

Short Sales. The fund may make short sales of securities. A short
sale is a transaction in which the fund sells a security it does
not own in anticipation that the market price of that security
will decline. The fund may make short sales both as a form of
hedging to offset potential declines in securities positions it
holds in similar securities and in order to maintain portfolio
flexibility.

The fund may make short sales "against the box" without complying
with the limitations described above. In a short sale against the
box transaction, the fund, at the time of the sale, owns or has
the immediate and unconditional right to acquire at no additional
cost the identical security sold. This is distinguished from a
"naked short," in which the fund does not own or have the right to
acquire the security sold.

To complete a short sale, the fund must arrange through a broker
to borrow the securities to be delivered to the buyer.  The
proceeds received by the fund from the short sale are retained by
the broker until the fund replaces the borrowed securities.  In
borrowing the securities to be delivered to the buyer, the fund
becomes obligated to replace the securities borrowed at their
market price at the time of replacement, whatever that price may
be.  The fund may have to pay a premium to borrow the securities
and must pay any dividends or interest payable on the securities
until they are replaced.

The fund's obligation to replace the securities borrowed in
connection with a short sale will be secured by collateral
deposited with the broker, which collateral consists of cash or
U.S. government securities.  In addition, the fund will place in a
segregated account an amount of cash, U.S. government securities
or other liquid securities equal to the difference, if any,
between (a) the market value of the securities sold at the time
they were sold short and (b) any cash or U.S. government
securities deposited as collateral with the broker in connection
with the short sale (not including the proceeds of the short
sale).  Until it replaces the borrowed securities, the fund will
maintain the segregated account daily at a level such that the
amount deposited in the account plus the amount deposited with the
broker (not including the proceeds from the short sale) will equal
the current market value of the securities sold short and will not
be less than the market value of the securities at the time they
were sold short.

The fund will not enter into a short sale of securities if, as a
result of the sale, the total market value of all securities sold
short by the fund would exceed 25% of the value of the fund's
assets.  In addition, the fund may not (a) sell short the
securities of any single issuer listed on a national securities
exchange to the extent of more than 2% of the value of the fund's
net assets or (b) sell short the securities of any class of an
issuer to the extent of more than 2% of the outstanding securities
of the class at the time of the transaction.

Interest Rate Transactions, Options and Futures. The fund is
authorized to engage in transactions involving put and call
options. The fund may purchase a put option, for example, in an
effort to protect the value of a security that it owns against a
substantial decline in market value, if BlackRock believes that a
defensive posture is warranted for a portion of the fund's
portfolio. In addition, in seeking to protect certain portfolio
securities against a decline in market value at a time when put
options on those particular securities are not available for
purchase, the fund may purchase a put option on securities it does
not hold. Although changes in the value of the put option should
generally offset changes in the value of the securities being
hedged, the correlation between the two values may not be as close
in the latter type of transaction as in a transaction in which the
fund purchases a put option on an underlying security it owns.

The fund is authorized to engage in transactions involving over-
the-counter options ("OTC options") and options traded on a U.S.
securities exchange. Whereas exchange-traded options are in effect
guaranteed by The Options Clearing Corporation, the fund relies on
the dealer from which it purchases an OTC option to perform if the
option is exercised. BlackRock will monitor the creditworthiness
of dealers with which the fund enters into OTC option transactions
under the general supervision of SSB Citi and the fund's board of
trustees.

The fund may seek to increase its return through the use of
covered options on portfolio securities and to hedge its portfolio
against movements in interest rates by means of other portfolio
strategies.  The fund has authority to write (that is, sell)
covered call and put options on its portfolio securities, purchase
and sell call and put options on securities and engage in
transactions in interest rate swaps, caps and floors, financial
futures contracts, and related options on those contracts.
Although these strategies entail risks (as discussed below),
BlackRock believes that, because the fund will (a) write only
covered options and (b) engage in other transactions only for
hedging purposes, the strategies should not subject the fund to
the risks frequently associated with the speculative use of the
strategies.  While the fund's use of hedging strategies is
intended to reduce the volatility of the net asset value of fund
shares, the fund's net asset value will fluctuate.  The fund is
not obligated to use any of the listed strategies at any
particular time or under any particular economic condition, and
there is no assurance that these strategies will be effective.
The following is further information relating to certain portfolio
strategies the fund may utilize.

Utilization of futures transactions to hedge the fund's portfolio
will involve the risk of imperfect correlation in movements in the
prices of futures contracts and movements in the price of the
security that is the subject of the hedge.  If the price of the
futures contract moves more or less than the price of the
security, the fund will experience a gain or loss that would not
be completely offset by movements in the price of the security
that is the subject of the hedge.

Prior to exercise or expiration, an exchange-traded option
position can only be terminated by entering into a closing
purchase or sale transaction.  Such a transaction requires a
secondary market on an exchange for call or put options of the
same series.  The fund will enter into an option or futures
transaction on an exchange only if a liquid secondary market
appears to exist for the options or futures.  No assurance can be
given that a liquid secondary market will exist for any particular
call or put option or futures contract at any specific time.
Thus, it may not be possible to close an option or futures
position. In the case of a futures position or an option on a
futures position written by the fund, in the event of adverse
price movements, the fund would continue to be required to make
daily cash payments of variation margin.  In such situations, if
the fund has insufficient cash, it may have to sell portfolio
securities to meet daily variation margin requirements at a time
when it may be disadvantageous to do so.  In addition, the fund
may be required to take or make delivery of the currency
underlying futures contracts it holds.  The inability to close
options and futures positions also could have an adverse effect on
the fund's ability to hedge effectively its portfolio.  The risk
also exists of a loss by the fund of margin deposits in the event
of bankruptcy of a broker with which the fund has an open position
in a futures contract or related option.

The exchanges on which the fund intends to conduct options
transactions have generally established limitations governing the
maximum number of call or put options on the same underlying
currency (whether or not covered) that may be written by a single
investor, whether acting alone or in concert with others
(regardless of whether the options are written on the same or
different exchanges or are held or written on one or more accounts
or through one or more brokers). "Trading limits" are imposed on
the maximum number of contracts that any person may trade on a
particular trading day.  An exchange may order the liquidation of
positions found to be in violation of these limits and it may
impose other sanctions or restrictions.  BlackRock does not
believe that these trading and position limits will have any
adverse effect on the portfolio strategies for hedging the fund's
portfolio.

Interest Rate Hedging Transactions.  The fund may hedge all or a
portion of its portfolio against fluctuations in interest rates by
entering into interest rate transactions.  The fund bears the risk
of an imperfect correlation between the index used in the hedging
transaction and that pertaining to the securities that are the
subject of the hedging transaction.

The fund expects to enter into interest rate transactions
primarily to hedge its portfolio of Adjustable Rate Securities
against fluctuations in interest rates.  Typically, the parties
with which the fund will enter into interest rate transactions
will be brokers, dealers or other financial institutions typically
called "counterparties."  Certain federal income tax requirements
may, however, limit the fund's ability to engage in certain
interest rate transactions. Gains from transactions in interest
rate swaps distributed to shareholders of the fund will be taxable
as ordinary income or, in certain circumstances, as long-term
capital gains to the shareholders.

The purchase of an interest rate cap entitles the purchaser, to
the extent that a specified index exceeds a predetermined rate, to
receive payments of interest on a notional principal amount from
the party selling the cap.  The purchase of an interest rate cap
therefore hedges against an increase in interest rates above the
cap on an Adjustable Rate Security held by the fund.  Thus, for
example, in the case of an Adjustable Rate Security indexed to the
COFI, if the COFI increases above the rate paid on the security,
the counter-party will pay the differential to the fund.  The
opposite is true in the case of an interest rate floor; it hedges
against a decrease in the index rate below any floor on the
Adjustable Rate Security Interest rate.  Swap transactions involve
the exchange by the fund with another party of their respective
commitments to pay or receive interest, such as an exchange of
fixed rate payments for floating rate payments.  If the fund were
to hold an MBS with an interest rate that is reset only once each
year, for example, it could swap the right to receive interest at
the fixed rate for the right to receive interest at a rate that is
reset every week. This swap would enable the fund to offset a
decline in the value of the MBS due to rising interest rates, but
would also limit its ability to benefit from falling interest
rates.  Conversely, if the fund were to hold an MBS with an
interest rate that is reset every week and it desired to lock in
what it believed to be a high interest rate for one year, it could
swap the right to receive interest at this variable weekly rate
for the right to receive interest at a rate that is fixed for one
year.  This type of a swap would protect the fund from a reduction
in yield due to falling interest rates, but would preclude it from
taking full advantage of rising interest rates.

Interest Rate Swaps.  The fund may enter into interest rate swaps,
which are "derivative" transactions involving the exchange by the
fund with another party of their respective commitments to pay or
receive interest, such as, for example, an exchange of floating
rate payments for fixed rate payments. The fund expects to enter
into these transactions primarily to preserve a return or spread
on a particular investment or a portion of its portfolio or to
protect against any increase in the price of securities that the
fund anticipates purchasing at a later date. The fund intends to
use these transactions as a hedge and not as a speculative
investment.  The fund will enter into interest rate swap
transactions on a net basis; that is, the two payment streams are
netted out, with the fund receiving or paying only the net amount
of the two payments. Inasmuch as these transactions will be
entered into for good faith hedging purposes, BlackRock believes
that the obligations should not be deemed to constitute senior
securities and, thus, the fund will not treat them as being
subject to its borrowing restrictions.  The net amount of the
excess, if any, of the fund's obligations over its entitlements
with respect to each interest rate swap will be accrued daily, and
an amount of cash, U.S. government securities or other liquid
securities having an aggregate net asset value at least equal to
the accrued excess will be maintained by the fund in a segregated
account. The fund will not enter into any interest rate swap
transaction unless the credit quality of the unsecured senior debt
or the claims-paying ability of the other party to the transaction
is rated in one of the highest two rating categories by at least
one NRSRO or is believed by BlackRock to be equivalent to that
rating.  If the other party to the transaction defaults, the fund
will have contractual remedies pursuant to the agreements related
to the transaction.  The swap market has grown substantially in
recent years with a large number of banks and investment banking
firms acting both as principals and as agents utilizing
standardized swap documentation.  As a result, the swap market has
become relatively liquid in comparison with other similar
instruments traded in the interbank market.

The use of interest rate swaps is a highly specialized activity
that involves investment techniques and risks different from those
associated with ordinary portfolio securities transactions.  If
BlackRock is incorrect in its forecasts of market values, interest
rates and other applicable factors, the investment performance of
the fund would be lower than it would have been if interest rate
swaps were not used.

Interest rate swap transactions do not involve the delivery of
securities or other underlying assets or principal.  As a result,
the risk of loss with respect to interest rate swaps is limited to
the net amount of interest payments that the fund would be
contractually obligated to make.  If the MBS or another security
underlying an interest rate swap were prepaid and the fund
continued to be obligated to make payments to the other party to
the swap, the fund would have to make the payments from another
source.  If the other party to an interest rate swap were to
default, the fund's risk of loss would consist of the net amount
of interest payments that the fund contractually was entitled to
receive.  Since interest rate transactions are individually
negotiated, BlackRock expects to achieve an acceptable degree of
correlation between the fund's rights to receive interest on MBSs
and its rights and obligations to receive and pay interest
pursuant to interest rate swaps.

Writing Covered Options.  The fund is authorized to write (that
is, sell) covered call options on the securities in which it may
invest and to enter into closing purchase transactions with
respect to certain of these options.  A covered call option is an
option pursuant to which the fund, in return for a premium, gives
another party a right to buy specified securities owned by the
fund at a specified price and for a specified time set at the time
of the contract.  The principal reason for writing call options is
to attempt to realize, through the receipt of premiums, a greater
return than would be realized on the securities alone.  By writing
covered call options, the fund gives up the opportunity to profit
from any potential price increase in the underlying security above
the option exercise price.  In addition, the fund's ability to
sell the underlying security will be limited while the option is
in effect unless the fund effects a closing purchase transaction.
A closing purchase transaction cancels out the fund's position as
the writer of an option by means of an offsetting purchase of an
identical option prior to the expiration of the option it has
written.  Covered call options serve as a partial hedge against
the price of the underlying security declining.

The writer of a covered call option has no control over when it
may be required to sell its securities since it may be assigned an
exercise notice at any time prior to the termination of its
obligation as a writer.  If an option expires unexercised, the
writer realizes a gain in the amount of the premium.  Such a gain
may be offset by a decline in the market value of the underlying
security during the option period.  If a call option is exercised,
the writer realizes a gain or loss from the sale of the underlying
security.

The fund may write put options that give the holder of the option
the right to sell the underlying security to the fund at the
stated exercise price.  The fund will receive a premium for
writing a put option, which increases the fund's return.  The fund
will write only covered put options, which means that so long as
the fund is obligated as the writer of the option it will have
placed and maintained cash, U.S. government securities or other
liquid securities with a value equal to or greater than the
exercise price of the underlying securities.  By writing a put,
the fund will be obligated to purchase the underlying security at
a price that may be higher than the market value of that security
at the time of exercise for as long as the option is outstanding.
The fund may engage in closing transactions to terminate put
options that it has written.

Options purchased or sold by the fund may include options issued
by The Options Clearing Corporation (the "Clearing Corporation"),
which options are currently traded on the Chicago Board Options
Exchange, American Stock Exchange, New York Stock Exchange, Inc.
("NYSE") and various regional stock exchanges.  An option position
may be closed out only on an exchange that provides a secondary
market for an option of the same series.  If a secondary market
does not exist, it might not be possible to effect closing
transactions in particular options, with the result, in the case
of a covered call option, that the fund would not be able to sell
the underlying security until the option expires or the fund
delivered the underlying security upon exercise.  Reasons for the
absence of a liquid secondary market on an exchange include the
following: (a) insufficient trading interest in certain options
may exist; (b) restrictions may be imposed by the exchange on
opening transactions or closing transactions or both; (c) trading
halts, suspensions or other restrictions may be imposed with
respect to particular classes or series of options or underlying
securities; (d) unusual or unforeseen circumstances may interrupt
normal operations on the exchange; (e) the facilities of the
exchange or the Clearing Corporation may not at all times be
adequate to handle current trading volume; or (f) the exchange
could, for economic or other reasons, decide to or be compelled at
some future date to discontinue the trading of options (or a
particular class or series of options), in which event the
secondary market on the exchange (or in that class or series of
options) would cease to exist, although outstanding options on the
exchange that had been issued by the Clearing Corporation as a
result of trades on the exchange would continue to be exercisable
in accordance with their terms.

The fund may enter into over-the-counter option transactions ("OTC
options"), which are two-party contracts with prices and terms
negotiated between the buyer and seller.  In the absence of a
change of position of the staff of the SEC, the fund will treat
OTC options and the assets used as cover for written OTC options
as illiquid securities.  If an OTC option is sold by the fund to a
primary U.S. government securities dealer recognized by the
Federal Reserve Bank of New York and the fund has the conditional
contractual right to repurchase the OTC option from the dealer at
the predetermined price, then the fund will treat as illiquid the
amount of the underlying securities as is equal to the repurchase
price less the amount by which the option is "in-the-money" (that
is, the current market value of the underlying security minus the
option's strike price).  The repurchase price with the primary
dealers is typically a formula price that is generally based on a
multiple of the premium received for the option, plus the amount
by which the option is "in-the-money."

Purchasing Options.  The fund may purchase put options to hedge
against a decline in the market value of its holdings.  By buying
a put, the fund has a right to sell the underlying security at the
exercise price, thus limiting the fund's risk of loss through a
decline in the market value of the security until the put option
expires.  The amount of any appreciation in the value of the
underlying security will be offset partially by the amount of the
premium paid for the put option and any related transaction costs.
Prior to its expiration, a put option may be sold in a closing
sale transaction and profit or loss from the sale will depend on
whether the amount received is more or less than the premium paid
for the put option plus the related transaction costs.  A closing
sale transaction cancels out the fund's expiration of the option
it has purchased. In certain circumstances, the fund may purchase
call options on securities held in its portfolio on which it has
written call options or that it intends to purchase.  The fund may
purchase either exchange-traded or OTC options.

Futures and Financial Futures.  The fund is authorized to engage
in transactions in financial futures contracts and related options
on these futures contracts.  A futures contract is an agreement
between two parties to buy and sell a security or, in the case of
an index-based futures contract, to make and accept a cash
settlement for a set price on a future date. The fund may assume
both "long" and "short" positions with respect to futures
contracts.  A long position involves entering into a futures
contract to buy a security, whereas a short position involves
entering into a futures contract to sell a security.  A majority
of transactions in futures contracts, however, do not result in
the actual delivery of the underlying instrument or cash
settlement, but are settled through liquidation, that is, by
entering into an offsetting transaction.  Futures contracts are
traded on boards of trade that have been designated "contracts
markets" by the Commodity Futures Trading Commission.

The purchase or sale of a futures contract, unlike the purchase or
sale of a security, contemplates no price or premium being paid or
received.  Instead, an amount of cash or securities acceptable to
the broker and the relevant contract market, which varies, but is
generally about 5% of the contract amount, must be deposited with
the broker.  This amount is known as "initial margin" and
represents a "good faith" deposit assuring the performance of both
the purchaser and seller under the futures contract.  Subsequent
payments to and from the borrower, called "variation margin," are
required to be made daily as the price of the futures contract
fluctuates making the long and short positions in the futures
contracts more or less valuable, a process known as "marking to
the market."  At any time prior to the settlement date of the
futures contract, the position may be closed out by taking an
opposite position that will operate to terminate the position in
the futures contract.  A final determination of variation margin
is then made, additional cash is required to be paid or released
by the broker and the purchaser realizes a loss or gain.  In
addition, a nominal commission is paid on each completed sale
transaction.

Futures Contracts and Options on Futures Contracts.  The fund may
enter into interest rate futures contracts on U.S. government
securities and MBSs. A futures contract on securities, other than
GNMAs which are cash settled, is an agreement to purchase or sell
an agreed amount of securities at a set price for delivery on an
agreed future date. The fund may purchase a futures contract as a
hedge against an anticipated decline in interest rates, and
resulting increase in market price, of securities the fund intends
to acquire. The fund may sell a futures contract as a hedge
against an anticipated increase in interest rates, and resulting
decline in market price, of securities the fund owns.

The fund may purchase call and put options on futures contracts on
U.S. government securities and MBSs that are traded on U.S.
commodity exchanges. An option on a futures contract gives the
purchaser the right, in return for the premium paid, to assume a
position in a futures contract (a long position if the option is a
call and short position if the option is a put) at a specified
exercise price at any time during the option exercise period. The
writer of the option is required upon exercise to assume an
offsetting futures position (a short position if the option is a
call and a long position if the option is a put). Upon the
exercise of the option, the assumption of offsetting futures
positions by the writer and holder of the option will be
accompanied by delivery of the accumulated cash balance in the
writer's futures margin account that represents the amount by
which the market price of the futures contract at exercise
exceeds, in the case of a call, or is less than, in the case of a
put, the exercise price of the option on the futures contract.

The fund will not purchase an option if, as a result of the
purchase, more than 20% of its total assets would be invested in
premiums for options and options on futures. In addition, the fund
may not sell futures contracts or purchase related options if
immediately after the sale the sum of the amount of initial margin
deposits on the fund's existing futures and options on futures and
for premiums paid for the related options would exceed 5% of the
market value of the fund's total assets, after taking into account
unrealized profits and unrealized losses on any such contracts the
fund has entered into, except that, in the case of an option that
is in-the-money at the time of purchase, the in-the-money amount
may be excluded in computing the 5% limitation. The fund is
subject to no overall limitation on the percentage of its assets
that may be subject to a hedge position.

The fund will purchase put options on futures contracts primarily
to hedge its portfolio of U.S. government securities and MBSs
against the risk of rising interest rates, and the consequential
decline in the prices of U.S. government securities and MBSs it
owns. The fund will purchase call options on futures contracts to
hedge the fund's portfolio against a possible market advance at a
time when the fund is not fully invested in U.S. government
securities and MBSs (other than U.S. Treasury Bills).

Transactions Involving Eurodollar Instruments. The fund may from
time to time purchase Eurodollar instruments traded on the Chicago
Mercantile Exchange. These instruments are in essence U.S. dollar-
denominated futures contracts or options on futures contracts that
are linked to LIBOR. Eurodollar futures contracts enable
purchasers to obtain a fixed rate for the lending of funds and
sellers to obtain a fixed rate for borrowings. The fund intends to
use Eurodollar futures contracts and options on futures contracts
to hedge against changes in LIBOR, to which many interest rate
swaps are linked. The use of these instruments is subject to the
same limitations and risks as those applicable to the use of the
interest rate futures contracts and options on futures contracts
described below.

Ratings as Investment Criteria. In general, the ratings of NRSROs
such as Moody's and S&P represent the opinions of those agencies
as to the quality of debt obligations that they rate.  These
ratings, however, are relative and subjective, are not absolute
standards of quality and do not evaluate the market risk of
securities.  An issue of debt obligations may, subsequent to its
purchase by the fund, cease to be rated or its ratings may be
reduced below the minimum required for purchase by the fund.
Neither event will require the sale of the debt obligation by the
fund, but BlackRock will consider the event in its determination
of whether the fund should continue to hold the obligation.


RISK FACTORS

Interest Rate Risk. The fund's portfolio will be affected by
general changes in interest rates that will result in increases or
decreases in the market value of the obligations held by the fund.
The market value of the obligations in the fund's portfolio can be
expected to vary inversely to changes in prevailing interest
rates. Investors should also recognize that, in periods of
declining interest rates, the fund's yield will tend to be
somewhat higher than prevailing market rates, and in periods of
rising interest rates, the fund's yield will tend to be somewhat
lower. In addition, when interest rates are falling, money
received by the fund from the continuous sale of its shares will
likely be invested in portfolio instruments producing lower yields
than the balance of its portfolio, thereby reducing the fund's
current yield. In periods of rising interest rates, the opposite
result can be expected to occur.

Adjustable Rate Securities. The types of securities in which the
fund will invest have certain unique attributes that warrant
special consideration or that present risks that may not exist in
other types of mutual fund investments. Some of these risks and
special considerations are peculiar to Adjustable Rate Securities
whereas others, most notably the risk of prepayments, pertain to
the characteristics of MBSs or ABSs generally.

Payments of principal of and interest on MBSs and ABSs are made
more frequently than are payments on conventional debt securities.
In addition, holders of MBSs and of certain ABSs (such as ABSs
backed by home equity loans) may receive unscheduled payments of
principal at any time representing prepayments on the underlying
mortgage loans or financial assets. When the holder of the
security attempts to reinvest prepayments or even the scheduled
payments of principal and interest, it may receive a rate of
interest that is higher or lower than the rate on the MBS or ABS
originally held. To the extent that MBSs or ABSs are purchased by
the fund at a premium, mortgage foreclosures and principal
prepayments may result in loss to the extent of the premium paid.
If MBSs or ABSs are bought at a discount, however, both scheduled
payments of principal and unscheduled prepayments will increase
current and total returns and will accelerate the recognition of
income which, when distributed to shareholders, will be taxable as
ordinary income. BlackRock will consider remaining maturities or
estimated average lives of MBSs and ABSs in selecting them for the
fund.

ABSs may present certain risks not relevant to MBSs. Although ABSs
are a growing sector of the financial markets, they are relatively
new instruments and may be subject to a greater risk of default
during periods of economic downturn than MBSs. In addition, assets
underlying ABSs such as credit card receivables are generally
unsecured, and debtors are entitled to the protection of various
state and federal consumer protection laws, some of which provide
a right of set-off that may reduce the balance owed. Finally, the
market for ABS may not be as liquid as that for MBSs.

The interest rate reset features of Adjustable Rate Securities
held by the fund will reduce the effect on the net asset value of
fund shares caused by changes in market interest rates. The market
value of Adjustable Rate Securities and, therefore, the fund's net
asset value, however, may vary to the extent that the current
interest rate on the securities differs from market interest rates
during periods between interest reset dates. The longer the
adjustment intervals on Adjustable Rate Securities held by the
fund, the greater the potential for fluctuations in the fund's net
asset value.

Investors in the fund will receive increased income as a result of
upward adjustments of the interest rates on Adjustable Rate
Securities held by the fund in response to market interest rates.
The fund and its shareholders will not benefit, however, from
increases in market interest rates once those rates rise to the
point at which they cause the rates on the Adjustable Rate
Securities to reach their maximum adjustment rate, annual or
lifetime caps. Because of their interest rate adjustment feature,
Adjustable Rate Securities are not an effective means of "locking-
in" attractive rates for periods in excess of the adjustment
period. In addition, mortgagors on loans underlying MBSs with
respect to which the underlying mortgage assets carry no agency or
instrumentality guarantee are often qualified for the loans on the
basis of the original payment amounts; the mortgagor's income may
not be sufficient to enable it to continue making its loan
payments as the payments increase, resulting in a greater
likelihood of default.

Any benefits to the fund and its shareholders from an increase in
the fund's net asset value caused by declining market interest
rates is reduced by the potential for increased prepayments and a
decline in the interest rates paid on Adjustable Rate Securities
held by the fund. When market rates decline significantly, the
prepayment rate on Adjustable Rate Securities is likely to
increase as borrowers refinance with fixed rate mortgage loans,
thereby decreasing the capital appreciation potential of
Adjustable Rate Securities. As a result, the fund should not be
viewed as consistent with an objective of seeking capital
appreciation.

Options and Futures Markets. Participation in the options or
futures markets involves investment risks and transaction costs to
which the fund would not be subject absent the use of these
strategies. If BlackRock's predictions of movements in the
direction of the securities and interest rate markets are not
accurate, the adverse consequences to the fund may leave the fund
in a worse position than if options or futures strategies were not
used. Risks inherent in the use of options, futures contracts and
options on futures contracts include: (a) dependence on
BlackRock's ability to predict correctly movements in the
direction of interest rates and securities prices; (b) imperfect
correlation between the price of options and futures contracts and
options on futures contracts and movements in the prices of the
securities being hedged; and (c) the skills needed to use these
strategies being different from those needed to select portfolio
securities. In addition, positions in futures contracts and
options on futures contracts may be closed out only on the
exchange or board of trade on which they were entered into, and no
assurance can be given that an active market will exist for a
particular contract or option at a particular time.

Lending Portfolio Securities. In lending securities to brokers,
dealers and other financial organizations, the fund will be
subject to risks, which, like those associated with other
extensions of credit, include the possible delays in realizing on,
or loss of, collateral should the borrower fail financially.

Repurchase and Reverse Repurchase Agreements. In entering into a
repurchase agreement, the fund bears a risk of loss in the event
that the other party to the transaction defaults on its
obligations and the fund is delayed in or prevented from
exercising its rights to dispose of the underlying securities,
including the risk of a possible decline in the value of the
underlying securities during the period in which the fund seeks to
assert its rights to them, the risk of incurring expenses
associated with asserting those rights and the risk of losing all
or a part of the income from the agreement.

A reverse repurchase agreement involves the risk that the market
value of the securities retained by the fund may decline below the
price of the securities the fund has sold but is obligated to
repurchase under the agreement. In the event the buyer of
securities under a reverse repurchase agreement files for
bankruptcy or becomes insolvent, the fund's use of the proceeds of
the agreement may be restricted pending a determination by the
party, or its trustee or receiver, whether to enforce the fund's
obligation to repurchase the securities.

When-Issued and Delayed Delivery Transactions. Securities
purchased on a when-issued or delayed delivery basis may expose
the fund to risk because the securities may experience
fluctuations in value prior to their delivery. Purchasing when-
issued or delayed delivery securities can involve the additional
risk that the yield available in the market when the delivery
takes place may be higher than that obtained in the transaction
itself.

Short Sales. If the price of the security sold short increases
between the time of the short sale and the time the fund replaces
the borrowed security, the fund will incur a loss; conversely, if
the price declines, the fund will realize a capital gain. Although
the fund's gain is limited to the price at which it sold the
security short, its potential loss is theoretically unlimited in
respect to a "naked" short.

Borrowing. If the fund borrows to invest in securities, any
investment gains made on the securities in excess of interest paid
on the borrowing will cause the net asset value of the fund's
shares to rise faster than would otherwise be the case. On the
other hand, if the investment performance of the additional
securities purchased fails to cover their costs (including any
interest paid on the money borrowed) to the fund, the net asset
value of the fund's shares will decrease faster than would
otherwise be the case. This is the speculative characteristic
known as "leverage."


INVESTMENT RESTRICTIONS

The fund is subject to certain restrictions and policies that are
"fundamental," which means that they may not be changed without a
"vote of a majority of the outstanding voting securities" of the
fund, as defined under the 1940 Act.  The fund is subject to other
restrictions and policies that are "non-fundamental" and which may
be changed by the fund's board of trustees without shareholder
approval, subject to any applicable disclosure requirements.

Fundamental Policies.  Without the approval of a majority of its
outstanding voting securities, the fund may not:

1.	issue "senior securities" as defined in the 1940 Act and the
rules, regulations and orders thereunder, except as
permitted under the 1940 Act and the rules, regulations and
orders thereunder.
2.	invest more than 25% of its total assets in securities, the
issuers of which conduct their principal business activities
in the same industry. For purposes of this limitation,
securities of the U.S. government (including its agencies
and instrumentalities) and securities of state or municipal
governments and their political subdivisions are not
considered to be issued by members of any industry.
3.	borrow money, except that (a) the fund may borrow from banks
for temporary or emergency (not leveraging) purposes,
including the meeting of redemption requests which might
otherwise require the untimely disposition of securities,
and (b) the fund may, to the extent consistent with its
investment policies, enter into reverse repurchase
agreements, forward roll transactions and similar investment
strategies and techniques. To the extent that it engages in
transactions described in (a) and (b), the fund will be
limited so that no more than 33 1/3% of the value of its
total assets (including the amount borrowed), valued at the
lesser of cost or market, less liabilities (not including
the amount borrowed), is derived from such transactions.
4.	make loans. This restriction does not apply to: (a) the
purchase of debt obligations in which the fund may invest
consistent with its investment objectives and policies; (b)
repurchase agreements; and (c) loans of its portfolio
securities, to the fullest extent permitted under the 1940
Act.
5.	engage in the business of underwriting securities issued by
other persons, except to the extent that the fund may
technically be deemed to be an underwriter under the 1933
Act in disposing of portfolio securities.
6.	purchase or sell real estate, real estate mortgages,
commodities or commodity contracts, but this restriction
shall not prevent the fund from (a) investing in securities
of issuers engaged in the real estate business or the
business of investing in real estate (including interests in
limited partnerships owning or otherwise engaging in the
real estate business or the business of investing in real
estate) and securities which are secured by real estate or
interests therein; (b) holding or selling real estate
received in connection with securities it holds or held; (c)
trading in futures contracts and options on futures
contracts (including options on currencies to the extent
consistent with the fund's investment objective and
policies); and (d) investing in real estate investment trust
securities.
7.	invest in a manner that would cause the fund to fail to be a
"diversified company" under the Act and the rules,
regulations and orders thereunder.
8.	purchase securities on margin, except that the fund may
obtain any short-term credits necessary for the clearance of
purchases and sales of securities and except that the fund
may pay initial or variation margin in connection with
options or futures contracts.
9.	make short sales of securities, or maintain a short position
if, when added together, more than 25% of  the value of the
fund's net assets would be (a) deposited as collateral for
the obligation to replace securities borrowed to effect the
short sales and (b) allocated to segregated accounts in
connection with the short sales.  Short sales "against-the-
box" are not subject to this restriction.


Nonfundamental Policies.  As a nonfundamental policy, the fund may
not:

1.	purchase or otherwise acquire any security if, as a result,
more than 15% of its net assets would be invested in
securities that are illiquid.
2.	write or purchase puts, calls, straddles, spreads or
combinations of those transactions, except as consistent
with the fund's investment objectives and policies.
3.	purchase securities, other than MBSs, ABSs or U.S.
government securities, of any issuer having  a record,
together with predecessors, of less than three years of
continuous operations if, immediately after the purchase,
more than 5% of the fund's total assets would be invested in
such securities.
4.	invest in interests in oil, gas or other mineral exploration
or development programs, except that the fund may invest in
the securities of companies that invest in or sponsor those
programs.
5.	make investments for the purpose of exercising control or
management.
6.	invest in securities of another investment company except as
permitted by Section 12(d)(1) of the 1940 Act or as part of
a merger, consolidation, or acquisition of substantially all
of the assets of another investment company.
7.	purchase or retain securities of any issuer if, to the
knowledge of the fund, any of the fund's officers or
trustees or any officer or director of BlackRock or SSB Citi
individually owns more than 1/2 of 1% of the outstanding
securities of the issuer and together they own beneficially
more than 5% of the securities.

All of the foregoing restrictions stated in terms of percentages
will apply at the time an investment is made; a subsequent
increase or decrease in the percentage that may result from
changes in values or net assets will not result in a violation of
the restriction.


PORTFOLIO TRANSACTIONS

Decisions to buy and sell securities for the fund will be made by
BlackRock, subject to the overall review of the fund's board of
trustees.  Allocation of transactions on behalf of the fund,
including their frequency, to various dealers will be determined
by BlackRock in its best judgment and in a manner deemed fair and
reasonable to the fund's shareholders.  The primary considerations
of BlackRock in allocating transactions will be availability of
the desired security and the prompt execution of orders in an
effective manner at the most favorable prices.  Subject to these
considerations, dealers that provide supplemental investment
research and statistical or other services to BlackRock may
receive orders for portfolio transactions by the fund. Information
so received is in addition to, and not in lieu of, services
required to be performed by SSB Citi or BlackRock, and the fees of
SSB Citi and BlackRock are not reduced as a consequence of their
receipt of the supplemental information.  The information may be
useful to SSB Citi and BlackRock in serving both the fund and
other clients, and conversely, supplemental information obtained
by the placement of business of other clients may be useful to SSB
Citi and BlackRock in carrying out their obligations to the fund.

Newly issued securities ordinarily are purchased directly from the
issuer or from an underwriter; other purchases and sales usually
are placed with those dealers from which it appears that the best
price or execution will be obtained. Usually no brokerage
commissions, as such, are paid by the fund for purchases and sales
undertaken through principal transactions, although the price paid
usually includes an undisclosed compensation to the dealer acting
as agent. The prices paid to underwriters of newly issued
securities usually include a concession paid by the issuer to the
underwriter, and purchases of after-market securities from dealers
ordinarily are executed at a price between the bid and asked
price.

Although investment decisions for the fund will be made
independently from those of the other accounts managed by
BlackRock, investments of the type the fund may make may also be
made by those other accounts. When the fund and one or more other
accounts managed by BlackRock are prepared to invest in, or desire
to dispose of, the same security or other investment instrument,
available investments or opportunities for sales will be allocated
in a manner believed by BlackRock to be equitable to each. In some
cases, this procedure may adversely affect the price paid or
received by the fund or the size of the position obtained or
disposed of by the fund.

For the fiscal years ended May 31, 1998, 1999 and 2000, the fund
incurred no brokerage commissions.

The fund will not purchase securities, including U.S. government
securities, during the existence of any underwriting or selling
group relating to the offering of the securities, of which Salomon
Smith Barney is a member, except to the extent permitted by rules
or exemptions adopted by the SEC or interpretations of the staff
of the SEC.  Under certain circumstances, the fund may be at a
disadvantage because of this limitation in comparison to other
funds that have similar investment objectives but that are not
subject to a similar limitation.


PORTFOLIO TURNOVER

Under certain market conditions, if the fund is engaged in options
transactions it may experience increased portfolio turnover as a
result of its investment strategies.  For instance, the exercise
of a substantial number of options written by the fund (due to
appreciation of the underlying security in the case of call
options on securities or depreciation of the underlying security
in the case of put options on securities) could result in a high
turnover rate (i.e., in excess of 100%). The fund has no fixed
policy with respect to portfolio turnover, but does not expect to
trade in securities for short-term gain. The fund's annual
portfolio turnover rate will not be a factor preventing a sale or
purchase when BlackRock believes investment considerations warrant
such sale or purchase.  Portfolio turnover rate is calculated by
dividing the lesser of sales or purchases of portfolio securities
by the average monthly value of the fund's portfolio securities,
excluding securities having a maturity at the date of purchase of
one year or less. High portfolio turnover may involve
corresponding greater transaction costs that will be borne
directly by the fund.

The fund's portfolio turnover rate is calculated by dividing the
lesser of purchases or sales of its portfolio securities for one
year by the monthly average value of the portfolio securities.
Securities or options with remaining maturities of one year or
less on the date of acquisition are excluded from the calculation.

For the fiscal years ended May 31, 1999 and 2000, the fund's
portfolio turnover rate was 155% and 164%, respectively.


PURCHASE OF SHARES

GENERAL

Investors may purchase shares from a Salomon Smith Barney
Financial Consultant, or from a broker-dealer, financial
intermediary or a financial institution (each called a "Service
Agent"). In addition, certain investors, including qualified
retirement plans purchasing through certain Service Agents, may
purchase shares directly from the fund.  When purchasing shares of
the fund, investors must specify whether the purchase is for Class
A, Class B or Class I shares.   Salomon Smith Barney and Service
Agents may charge their customers an annual account maintenance
fee in connection with a brokerage account through which an
investor purchases or holds shares.  Accounts held directly at
PFPC Global Fund Services (the "sub-transfer agent") are not
subject to a maintenance fee.

Purchases of fund shares must be made through a brokerage account
maintained with a Service Agent. In addition, certain investors
may purchase shares directly from the fund through the transfer
agent. When purchasing shares of the fund, investors must specify
whether the purchase is for Class A, Class B or Class I shares.
Service Agents may charge their customers an annual account
maintenance fee in connection with a brokerage account through
which an investor purchases or holds shares. Accounts held
directly at the transfer agent are not subject to a maintenance
fee.

Investors in Class A and Class B (through Exchange Purchases)
shares may open an account in the fund by making an initial
investment of at least $1,000 for each account, or $250 for an IRA
or a Self-employed Retirement Plan, in the fund. Investors in
Class I shares may open an account by making an initial investment
of $100,000. Subsequent investments of at least $50 may be made
for all classes. For participants in retirement plans qualified
under Section 403(b)(7) or Section 401(a) of the Code, the minimum
initial investment requirement for Class A and Class B shares and
the subsequent investment requirement for all Classes in the fund
is $25. For shareholders purchasing shares of the fund through the
Systematic Investment Plan, the minimum initial investment
requirement is $25 for monthly purchases and $50 for quarterly
purchases. There are no minimum investment requirements for Class
A shares for employees of Citigroup and its subsidiaries,
including Salomon Smith Barney, unitholders who invest
distributions from a Unit Investment Trust ("UIT") sponsored by
Salomon Smith Barney, and directors or trustees of any Citigroup-
affiliated funds, including the Smith Barney Mutual Funds, and
their spouses and children. The fund reserves the right to waive
or change minimums, to decline any order to purchase its shares
and to suspend the offering of shares from time to time. Shares
purchased will be held in the shareholder's account by the fund's
sub-transfer agent. Share certificates are issued only upon a
shareholder's written request to the sub-transfer agent.

The minimum initial and subsequent investment requirements in the
fund for an account established under the Uniform Gift to Minors
Act is $250 and the subsequent investment requirement is $50.

The minimum initial and subsequent investment requirements in the
fund for an account established under the Simple IRA and the Easy
Simple IRA Programs is $1. Exchange investments will have a $1
minimum.

Purchase orders received by the fund or a Service Agent
prior to the close of regular trading on the
NYSE, on any day the fund calculates its net asset value, are
priced according to the net asset value determined on that day
(the "trade date"). Orders received by a Service Agent
prior to the close of regular trading on the
NYSE on any day the fund calculates its net asset value, are
priced according to the net asset value determined on that day
provided the order is received by the fund or the fund's agent
prior to its close of business.  For shares purchased through a
Service Agent purchasing through Salomon Smith Barney, payment for
fund shares is due on the third business day after the trade date
(the "settlement date"). In all other cases, payment must be made
with the purchase order.

Determination of Public Offering Price.  The fund offers three
classes of shares.  Shares of the fund are offered to the public
on a continuous basis.  The public offering price per Class A
share of the fund is equal to the net asset value per share next
determined.  Class B shares are offered for exchange with Class B
shares of other funds in the Smith Barney Group of Mutual funds.
Class B shares are subject to a deferred sales charge, if any, of
the shares with which the exchange is made.  Class I shares are
available only to investors meeting an initial investment minimum
of $100,000 and are sold at net asset value with no initial sales
charge or deferred sales charge.


IRA AND OTHER PROTOTYPE RETIREMENT PLANS

Copies of the following plans with custody or trust agreements
have been approved by the Internal Revenue Service and are
available from the fund or Salomon Smith Barney; investors should
consult with their own tax or retirement planning advisors prior
to the establishment of a plan.

IRA, Rollover IRA and Simplified Employee Pension - IRA.  The
Small Business Job Protection Act of 1996 changed the eligibility
requirements for participants in Individual Retirement Accounts
("IRAs").  If you or your spouse have earned income, each of you
may establish an IRA and make maximum annual contributions equal
to the lesser of earned income or $2,000.  As a result of this
legislation, married couples where one spouse is non-working may
contribute a total of $4,000 annually to their IRAs.

The Taxpayer Relief Act of 1997 changed the requirements for
determining whether or not you are eligible to make a deductible
IRA contribution.  If you are considered an active participant in
an employer-sponsored retirement plan, you may still be eligible
for a full or partial deduction depending upon your combined
adjusted gross income ("AGI"). The rules applicable to so-called
"Roth IRAs" differ from those described above.  A Rollover IRA is
available to defer taxes on lump sum payments and other qualifying
rollover amounts (no maximum) received from another retirement
plan.

An employer who has established a Simplified Employee Pension -
IRA ("SEP-IRA") on behalf of eligible employees may make a maximum
annual contribution to each participant's account of 15% (up to
$24,000) of each participant's compensation.

Paired Defined Contribution Prototype.  Corporations (including
Subchapter S corporations) and non-corporate entities may purchase
shares of the fund through the Smith Barney Prototype Paired
Defined Contribution Plan.  The prototype permits adoption of
profit-sharing provisions, money purchase pension provisions, or
both, to provide benefits for eligible employees and their
beneficiaries.  The prototype provides for a maximum annual tax
deductible contribution on behalf of each Participant of up to 25%
of compensation, but not to exceed $30,000 (provided that a money
purchase pension plan or both a profit-sharing plan and a money
purchase pension plan are adopted thereunder).


SYSTEMATIC INVESTMENT PLAN

Class A and Class I shareholders may make additions to their
accounts at any time by purchasing shares through a service known
as the Systematic Investment Plan. Under the Systematic Investment
Plan, Salomon Smith Barney or the sub-transfer agent is authorized
through preauthorized transfers of at least $25 on a monthly basis
or at least $50 on a quarterly basis to charge an account with a
bank or other financial institution on a monthly or quarterly
basis as indicated by the shareholder to provide for systematic
additions to the shareholder's fund account. For shareholders
purchasing Class A and Class I shares of the fund through the
Systematic Investment Plan on a monthly basis, the minimum initial
investment requirement and the minimum subsequent investment
requirement is $25. For shareholders purchasing Class A and Class
I shares of the fund through the Systematic Investment Plan on a
quarterly basis, the minimum initial investment requirement and
the minimum subsequent investment requirement is $50.  A
shareholder who has insufficient funds to complete the transfer
will be charged a fee of up to $25 by Salomon Smith Barney or the
sub-transfer agent. The Systematic Investment Plan also authorizes
Salomon Smith Barney to apply cash held in the shareholder's
Salomon Smith Barney brokerage account or redeem the shareholder's
shares of a Salomon Smith Barney money market fund to make
additions to the account. Additional information is available from
the fund or a Service Agent.

CLASS B CONVERSION FEATURE

Class B shares will convert automatically to Class A shares eight
years after the date on which they were originally purchased.
There will also be converted at that time such proportion of Class
B Dividend Shares owned by the shareholder as the total number of
his or her Class B shares converting at the time bears to the
total number of Class B shares (other than Class B Dividend
Shares) owned by the shareholder.

The length of time that deferred sales charge shares acquired
through an exchange have been held will be calculated from the
date that the shares exchanged were initially acquired in one of
the other Smith Barney Mutual Funds, and fund shares being
redeemed will be considered to represent, as applicable, capital
appreciation or dividend and capital gain distribution
reinvestments in such other funds. For federal income tax
purposes, the amount of any deferred sales charge will reduce the
gain or increase the loss, as the case may be, on redemption. The
amount of any deferred sales charge will be paid to Salomon Smith
Barney.

WAIVERS OF DEFERRED SALES CHARGE

The deferred sales charge will be waived on: (a) exchanges (see
"Exchange Privilege"); (b) automatic cash withdrawals in amounts
equal to or less than 1.00% per month of the value of the
shareholder's shares at the time the withdrawal plan commences
(see "Automatic Cash Withdrawal Plan") (provided, however, that
automatic cash withdrawals in amounts equal to or less than 2.00%
per month of the value of the shareholder's shares will be
permitted for withdrawal plans that were established prior to
November 7, 1994); (c) redemptions of shares within 12 months
following the death or disability of the shareholder;
(d) redemption of shares made in connection with qualified
distributions from retirement plans or IRAs upon the attainment of
age 59 1/2; (e) involuntary redemptions; and (f) redemptions of
shares to effect a combination of the fund with any investment
company by merger, acquisition of assets or otherwise. In
addition, a shareholder who has redeemed shares from other Smith
Barney Mutual Funds may, under certain circumstances, reinvest all
or part of the redemption proceeds within 60 days and receive pro
rata credit for any deferred sales charge imposed on the prior
redemption.  Deferred sales charge waivers will be granted subject
to confirmation (by Salomon Smith Barney in the case of
shareholders who are also Salomon Smith Barney clients or by the
sub-transfer agent in the case of all other shareholders) of the
shareholder's status or holdings, as the case may be.

SALOMON SMITH BARNEY RETIREMENT PROGRAMS

You may be eligible to participate in a retirement program
sponsored by Salomon Smith Barney or one of its affiliates. The
fund offer Class A shares at net asset value to participating
plans under the programs. You can meet minimum investment and
exchange amounts, if any, by combining the plan's investments in
any of the Smith Barney mutual funds.

There are no sales charges when you buy or sell Class A shares.

Class A Shares. Class A shares may be purchased by plans investing
at least $1 million.


REDEMPTION OF SHARES

Detailed information on how to redeem shares of the fund is
included in the prospectus.  The right of redemption of shares of
the fund may be suspended, or the date of payment postponed (a)
for any periods during which the NYSE is closed (other than for
customary weekend and holiday closings), (b) when trading in the
markets the fund normally utilizes is restricted, or an emergency,
as defined by the rules and regulations of the SEC, exists making
disposal of the fund's investments or determination of net asset
value not reasonably practicable or (c) for any other periods as
the SEC by order may permit for the protection of the fund's
shareholders.

The fund is required to redeem the shares of the fund tendered to
it, as described below, at a redemption price equal to the net
asset value per share next determined after receipt of a written
request in proper form at no charge other than any applicable
deferred sales charge. Redemption requests received after the
close of regular trading on the NYSE are priced at the net asset
value next determined.

If a shareholder holds shares in more than one class, any request
for redemption must specify the class being redeemed. In the event
of a failure to specify which class, or if the investor owns fewer
shares of the class than specified, the redemption request will be
delayed until the sub-transfer agent receives further instructions
from Salomon Smith Barney, or if the shareholder's account is not
with Salomon Smith Barney, from the shareholder directly. The
redemption proceeds will be remitted on or before the third
business day following receipt of proper tender, except on any
days on which the NYSE is closed or as permitted under the 1940
Act in extraordinary circumstances. Generally, if the redemption
proceeds are remitted to a Salomon Smith Barney brokerage account,
these funds will not be invested for the shareholder's benefit
without specific instruction and Salomon Smith Barney will benefit
from the use of temporarily uninvested funds. Redemption proceeds
for shares purchased by check, other than a certified or official
bank check, will be remitted upon clearance of the check, which
may take up to fifteen days or more.

Shares held by Salomon Smith Barney as custodian must be redeemed
by submitting a written request to a Service Agent.  Shares other
than those held by Salomon Smith Barney as custodian may be
redeemed through an investor's Service Agent, or by submitting a
written request for redemption to:

	Smith Barney Adjustable Rate Government Income Fund
	Class A, B or I (please specify)
	c/o PFPC Global Fund Services
	P.O. Box 9699
	Providence, RI  02940-9699

A written redemption request must (a) state the class and number
or dollar amount of shares to be redeemed, (b) identify the
shareholder's account number and (c) be signed by each registered
owner exactly as the shares are registered. If the shares to be
redeemed were issued in certificate form, the certificates must be
endorsed for transfer (or be accompanied by an endorsed stock
power) and must be submitted by the transfer agent together with
the redemption request. Any signature appearing on a share
certificate, stock power or written redemption request in excess
of $50,000 must be guaranteed by an eligible guarantor institution
such as a domestic bank, savings and loan institution, domestic
credit union, member bank of the Federal Reserve System or member
firm of a national securities exchange. Written redemption
requests of $50,000 or less do not require a signature guarantee
unless more than one such redemption request is made in any 10-day
period. Redemption proceeds will be mailed to an investor's
address of record. The transfer agent may require additional
supporting documents for redemptions made by corporations,
executors, administrators, trustees or guardians. A redemption
request will not be deemed properly received until the transfer
agent receives all required documents in proper form.

TELEPHONE REDEMPTION AND EXCHANGE PROGRAM.  Shareholders who do
not have a Salomon Smith Barney brokerage account may be eligible
to redeem and exchange fund shares by telephone. To determine if a
shareholder is entitled to participate in this program, he or she
should contact the transfer agent at 1-800-451-2010. Once
eligibility is confirmed, the shareholder must complete and return
a Telephone/Wire Authorization Form, along with a signature
guarantee that will be provided by the transfer agent upon
request. (Alternatively, an investor may authorize telephone
redemptions on the new account application with the applicant's
signature guarantee when making his/her initial investment to the
fund.)

Redemption requests of up to $50,000 of any class or classes of
the fund's shares may be made by eligible shareholders by calling
the transfer agent at 1-800-451-2010. Such requests may be made
between 9:00 a.m. and 4:00 p.m. (New York City time) on any day
the NYSE is open. Redemption requests received after the close of
regular trading on the NYSE are priced at the net asset value next
determined. Redemption of shares (i) by retirement plans or (ii)
for which certificates have been issued are not permitted under
this program.

A shareholder will have the option of having the redemption
proceeds mailed to his/her address of record or wired to a bank
account predesignated by the shareholder. Generally, redemption
proceeds will be mailed or wired, as the case may be, on the next
business day following the redemption request. In order to use the
wire procedures, the bank receiving the proceeds must be a member
of the Federal Reserve System or have a correspondent relationship
with a member bank. The fund reserves the right to charge
shareholders a nominal fee for each wire redemption. Such charges,
if any, will be assessed against the shareholder's account from
which shares were redeemed. In order to change the bank account
designated to receive redemption proceeds, a shareholder must
complete a new Telephone/ Wire Authorization Form and, for the
protection of the shareholder's assets, will be required to
provide a signature guarantee and certain other documentation.

Exchanges. Eligible shareholders may make exchanges by telephone
if the account registration from the fund being acquired is
identical to the registration of the shares of the fund exchanged.
Such exchange request may be made by calling the transfer agent at
1-800-451-2010 between 9:00 a.m. and 4:00 p.m. (New York time) on
any day on which the NYSE is open. Exchange requests received
after the close of regular trading on the NYSE are processed at
the net asset value next determined.

Additional Information Regarding Telephone Redemption and Exchange
Program. Neither the fund nor its agents will be liable for
following instructions communicated by telephone that are
reasonably believed to be genuine. The fund and its agents will
employ procedures designed to verify the identity of the caller
and legitimacy of instructions (for example, a shareholder's name
and account number will be required and phone calls may be
recorded). The fund reserves the right to suspend, modify or
discontinue the telephone redemption and exchange program or
impose a charge for this service at any time following at least
seven (7) days' prior notice to shareholders.

Distributions In Kind.  If the board of trustees determines that
it could be detrimental to the best interests of the remaining
shareholders of the fund to make a redemption payment wholly in
cash, the fund may pay, in accordance with rules adopted by the
SEC, any portion of a redemption in excess of the lesser of
$250,000 or 1% of the fund's net assets by a distribution in kind
of portfolio securities in lieu of cash.  Portfolio securities
issued in a distribution in kind will be readily marketable,
although shareholders receiving distributions in kind may incur
brokerage commissions when subsequently disposing of these
securities.

Automatic Cash Withdrawal Plan.  An automatic cash withdrawal plan
(the "Withdrawal Plan") is available to a shareholder of any fund
who owns shares of the fund with a value of at least $10,000 and
who wishes to receive specific amounts of cash monthly or
quarterly.  Withdrawals of at least $50 may be made under the
Withdrawal Plan by redeeming as many shares of the fund as may be
necessary to cover the stipulated withdrawal payment.  Any
applicable deferred sales charge will not be waived on amounts
withdrawn by shareholders that exceed 1.00% per month of the value
of a shareholder's shares at the time the Withdrawal Plan
commences.  (With respect to Withdrawal Plans in effect prior to
November 7, 1994, any applicable deferred sales charge will be
waived on amounts withdrawn that do not exceed 2.00% per month of
the value of a shareholder's shares at the time the Withdrawal
Plan commences.)  To the extent that withdrawals exceed dividends,
distributions and appreciation of a shareholder's investment in
the fund, continued withdrawal payments will reduce the
shareholder's investment, and may ultimately exhaust it.
Withdrawal payments should not be considered as income from
investment in the fund.  Furthermore, as it generally would not be
advantageous to a shareholder to make additional investments in
the fund at the same time he or she is participating in the
Withdrawal Plan, purchases by such shareholders in amounts of less
than $5,000 ordinarily will not be permitted.

Shareholders who wish to participate in the Withdrawal Plan and
who hold their shares of the fund in certificate form must deposit
their share certificates with the sub-transfer agent as agent for
Withdrawal Plan members.  All dividends and distributions on
shares in the Withdrawal Plan are reinvested automatically at net
asset value in additional shares of the fund involved.  Withdrawal
Plans should be set up with a Service Agent.
A shareholder who purchases shares directly through
the sub-transfer agent may continue to do so and applications for
participation in the Withdrawal Plan must be received by the sub-
transfer agent no later than the eighth day of the month to be
eligible for participation beginning with that month's withdrawal.
For additional information, shareholders should contact a
Service Agent or the fund's sub-transfer agent.

DEFERRED SALES CHARGE, CLASS B SHARES

Class B shares, which may be acquired only upon an exchange with
another fund in the Salomon Smith Barney Group of funds, are
subject upon redemption to the highest deferred sales charge (if
any) of the shares from which the exchange or any preceding
exchange was made. A deferred sales charge payable to Salomon
Smith Barney is imposed on any redemption of Class B shares that
causes the value of a shareholder's account to fall below the
dollar amount of all payments by the shareholder for the Class B
shares (or any predecessor of those shares) that were exchanged
for Class B shares of the fund ("purchase payments") during the
preceding five years. No charge is imposed to the extent that the
net asset value of the Class B shares redeemed does not exceed (a)
the current net asset value of Class B shares purchased through
reinvestment of dividends or capital gains distributions, plus (b)
the current net asset value of Class B shares acquired in an
exchange that were originally purchased more than five years prior
to the redemption, plus (c) increases in the net asset value of
the shareholder's Class B shares above the purchase payments made
during the preceding five years.

In circumstances in which the deferred sales charge is imposed,
the amount of the charge will depend on (a) the deferred sales
charge schedule applicable to shares of the fund that were
exchanged for the shares being redeemed; and (b) the number of
years since the shareholder made the purchase payment from which
the amount is being redeemed. A redemption of shares acquired in
exchange for shares that had been the subject of two or more
exchanges among funds with differing deferred sales charge
schedules will be subject to the highest applicable deferred sales
charge schedule.  Solely for purposes of determining the number of
years since a purchase payment, all purchase payments during a
month will be aggregated and deemed to have been made on the last
day of the preceding Salomon Smith Barney statement month. The
purchase payment from which a redemption is made is assumed to be
the earliest purchase payment from which a full redemption has not
already been effected.

Class B shares will automatically convert to Class A shares eight
years after the date they were purchased. For this purpose, the
date of purchase of Class B shares of the fund refers to the
purchase date of the shares given in exchange for the Class B
shares of the fund.

DISTRIBUTOR

Salomon Smith Barney, serves as the fund's distributor on a best
efforts basis pursuant to a written agreement dated June 5, 2000.
The fund offers its shares on a continuous basis.

When payment is made by the investor before settlement date,
unless otherwise noted by the investor, the funds will be held as
a free credit balance in the investor's brokerage account and
Salomon Smith Barney may benefit from the temporary use of the
funds. The investor may designate another use for the funds prior
to settlement date, such as an investment in a money market fund
(other than Smith Barney Exchange Reserve fund) of the Smith
Barney Mutual Funds. If the investor instructs the distributor to
invest the funds in a  Smith Barney money market fund, the amount
of the investment will be included as part of the average daily
net assets of both the fund and the Smith Barney money market
fund, and affiliates of Salomon Smith Barney that serve the funds
in an investment advisory or administrative capacity will benefit
from the fact they are receiving investment management fees from
both such investment companies for managing these assets computed
on the basis of their average daily net assets. The trust's board
of trustees has been advised of the benefits to Salomon Smith
Barney resulting from these settlement procedures and will take
such benefits into consideration when reviewing the Advisory,
Administration and Distribution Agreements for continuance.

	For the calendar year ended December 31, 1999, Salomon Smith
Barney and its predecessor, CFBDS, Inc. incurred the following
distribution expenses for the fund:




Adverti
sing

Printing
and
Mailing
of
Prospect
uses


Support
Service
s
Salomon
Smith
Barney
Financial
Consultant
s


Interest
Expense



Total
$135,6
26
$152
$663,7
47
$367,771
$(90)
$1,167,2
06







Distribution Arrangements.  Shares of the fund are distributed on
a best efforts basis by the Distributor pursuant to the
Distribution Agreement.  To compensate Salomon Smith Barney for
the services provided and for the expenses borne under the
Distribution Agreement, the fund has adopted a services and
distribution plan (the "Plan") pursuant to Rule 12b-1 under the
1940 Act.  Under the Plan, the fund pays Salomon Smith Barney a
service fee, accrued daily and paid monthly, calculated at the
annual rate of 0.25% of the value of the fund's average daily net
assets attributable to Class A, Class B and Class I shares.  In
addition, Salomon Smith Barney is also paid an annual distribution
fee with respect to Class A and Class B shares at the rate of
0.50% of the value of the average daily net assets attributable to
each respective class of shares.

Salomon Smith Barney currently serves as the fund's distributor on
a best efforts basis pursuant to a written agreement (the
"Distribution Agreement") dated June 5, 2000. For the fiscal years
ending May 31, 1998, 1999 and 2000, Salomon Smith Barney received
$7,000, $4,000 and $10,000, respectively, in deferred sales
charges on the redemption of the fund's Class B (and previous
Class C shares). For the fiscal year ending May 31, 2000 Salomon
Smith Barney received $4,000, in deferred sales charges on the
redemption of the fund's Class A shares. This deferred sales
charge only applies to those purchases of Class A shares which,
when combined with current holdings of Class A shares, equal or
exceed $500,000 in the aggregate.  These purchases do not incur an
initial sales charge.

	The following service and distribution fees were incurred
pursuant to the Plan during the years indicated:


Distribution Plan Fees

Fiscal Year
Ended 5/31/00
Fiscal Year
Ended 5/31/99
Fiscal Year
Ended 5/31/98
Class A
$763,812
$758,225
$840,792
Class B
24,354
15,614
21,458
Class I
80,108
20,299
7,689

Under its terms, the Plan continues from year to year, provided
such continuance is approved annually by vote of the board of
trustees, including a majority of the trustees who are not
interested persons of the fund and who have no direct or indirect
financial interest in the operation of the Plan or in the
Distribution Agreement (the "Independent Trustees").  The Plan may
not be amended to increase the amount of the fees without
shareholder approval, and all material amendments of the Plan also
must be approved by the trustees and the Independent Trustees in
the manner described above. The Plan may be terminated at any time
with respect to a class, without penalty, by vote of a majority of
the Independent Trustees or by a vote of a majority of the
outstanding voting securities of such class of the fund (as
defined in the 1940 Act). Pursuant to the Plan, Salomon Smith
Barney will provide the board of trustees with periodic reports of
amounts expended under the Plan and the purpose for which such
expenditures were made.


DETERMINATION OF NET ASSET VALUE

The fund's net asset value per share is determined as of the close
of regular trading on the NYSE on each day that the NYSE is open,
by dividing the net asset value attributable to each class by the
total number of shares of the class outstanding.

Generally, the fund's investments are valued at market value or,
in the absence of a market value with respect to any security, at
fair value as determined by or under the direction of the fund's
board of trustees.  Short-term investments that have a maturity of
more than 60 days are valued at prices based on market quotations
for securities of similar type, yield and maturity.  Short-term
investments with a remaining maturity of 60 days in less are
valued at amortized cost where the board has determined that
amortized cost approximates fair value.  Corporate debt
securities, MBSs and ABSs held by the fund are valued on the basis
of valuations provided by dealers in those instruments or by an
independent pricing service approved by the board of trustees; any
such pricing service, in determining value, will use information
with respect to transactions in the securities being valued,
quotations from dealers, market transactions in comparable
securities, analysis and evaluations of various relationships
between securities and yield to maturity information.  In carrying
out valuation policies adopted by the fund's board of trustees,
SSB Citi, as administrator, may consult with an independent
pricing service (the "Pricing Service") retained by the fund.  The
procedures of the Pricing Service are reviewed periodically by the
officers of the fund under the general supervision and
responsibility of the board of trustees.


EXCHANGE PRIVILEGE

Class A and Class B shares of the fund may be exchanged for shares
of the respective class of many of the funds of the Smith Barney
Mutual Funds, as indicated in the prospectus, to the extent such
shares are offered for sale in the shareholder's state of
residence.  Exchange of Class A and Class B shares are subject to
minimum investment requirements and all shares are subject to the
other requirements of the fund into which exchanges are made.
Class I shares do not have exchange privileges.

Except as noted below, shareholders of any of the Smith Barney
Mutual Funds may exchange all or part of their shares for shares
of the same class of other Smith Barney Mutual Funds, on the basis
of relative net asset value per share at the time of exchange, as
follows:

Class A.  Class A shares of any fund purchased with a sales charge
may be exchanged for Class A shares of any of the other funds.
Class A shares of any fund sold without a sales charge may be
exchanged for Class A shares of any of the other funds, but any
applicable sales charge will apply, including any shares obtained
through automatic reinvestments.  This does not apply to the Smith
Barney 401(k) Program and ExecChoice (TM) Programs.

Class B.  Class B shares of any fund may be exchanged without a
sales charge.  Class B shares of the fund exchanged for Class B
shares of another fund will be subject to the higher applicable
deferred sales charge of the two funds and, for purposes of
calculating deferred sales charge rates and conversion periods,
will be deemed to have been held since the date the shares being
exchanged were purchased.

The exchange privilege enables shareholders to acquire shares of
the same class in a fund with different investment objectives when
they believe that a shift between funds is an appropriate
investment decision. This privilege is available to shareholders
resident in any state in which the fund shares being acquired may
legally be sold.  Prior to any exchange, the shareholder should
obtain and review a copy of the current prospectus of each fund
into which an exchange is being considered.  Prospectuses may be
obtained from any Service Agent.

Upon receipt of proper instructions and all necessary supporting
documents, shares submitted for exchange are redeemed at  net
asset value next determined and, subject to any applicable
deferred sales charge, the proceeds immediately invested, at a
price as described above, in shares of the fund being acquired.
Salomon Smith Barney reserves the right to reject any exchange
request.  The exchange privilege may be modified or terminated at
any time after notice to shareholders.

In the event a Class B shareholder (unless such shareholder was a
Class B shareholder of the Short-Term World Income Fund on July
15, 1994) wishes to exchange all or a portion of his or her shares
in any of the funds imposing a deferred sales charge, the
exchanged Class B shares will be subject to that deferred sales
charge.  Upon the exchange, the newly acquired Class B shares will
be deemed to have been purchased on the date the Class B shares of
the fund that have been exchanged were acquired.

Additional Information Regarding the Exchange Privilege.
Excessive exchange transactions can be detrimental to the fund's
performance and its shareholders.  SSB Citi may determine that a
pattern of frequent exchanges is excessive and contrary to the
best interests of the fund's other shareholders.  In this event,
SSB Citi may, at its discretion, decide to limit additional
purchases and/or exchanges by the shareholder.  Upon such a
determination, the fund will provide notice in writing or by
telephone to the shareholder at least 15 days prior to suspending
the exchange privilege and during the 15 day period the
shareholder will be required to (a) redeem his or her shares in
the fund or (b) remain invested in the fund or exchange into any
of the other Smith Barney Mutual funds then available, which
position the shareholder would be expected to maintain for a
significant period of time.  All relevant factors will be
considered in determining what constitutes an abusive pattern of
exchanges.

Certain shareholders may be able to exchange shares by telephone.
Exchanges will be processed at the net asset value next
determined.  Redemption procedures discussed below are also
applicable for exchange shares, and exchanges will be made upon
receipt of all supporting documents in proper form.  If the
account registration of the shares of the fund being acquired is
identical to the registration of the shares of the fund exchanged,
no signature guarantee is required.  An exchange involves a
redemption of shares, which is a taxable transaction for
shareholders that are subject to tax.  Before exchanging shares,
investors should read the current prospectus describing the shares
to be acquired.  The fund reserves the right to modify or
discontinue exchange privileges upon 60 days' prior notice to
shareholders.

PERFORMANCE DATA

From time to time the fund may advertise its total return, average
annual total return and yield in advertisements.  In addition, in
other types of sales literature the fund may include its current
dividend return.  These figures are computed separately for the
respective classes of shares of the fund.  These figures are based
on historical earnings and are not intended to indicate future
performance.  Total return is computed for a specified period of
time assuming reinvestment of all income dividends and capital
gain distributions on the reinvestment dates then dividing the
value of the investment at the end of the period so calculated by
the initial amount invested and subtracting 100%.  The standard
average annual total return, as prescribed by the SEC, is derived
from this total return, which provides the ending redeemable
value.  Such standard total return information may also be
accompanied with nonstandard total return information for
differing periods computed in the same manner but without
annualizing the total return.  The yield of the fund refers to the
net investment income earned by investments in the fund over a
thirty-day period.  This net investment income is then annualized,
i.e., the amount of income earned by the investment during that
thirty-day period is assumed to be earned each 30-day period for
twelve periods and is expressed as a percentage of the
investments.  The yield quotation is calculated according to a
formula prescribed by the SEC to facilitate comparison with yields
quoted by other investment companies.  The fund calculates current
dividend return for each class by annualizing the most recent
distribution and dividing by the net asset value on the last day
of the period for which current dividend return is presented.  The
current dividend return for each class may vary from time to time
depending on market conditions, the composition of its investment
portfolio and operating expenses.  These factors and possible
differences in the methods used in calculating current dividend
return should be considered when comparing a class's current
return to yields published for other investment companies and
other investment vehicles.  The fund may also include comparative
performance information in advertising or marketing its shares.
Such performance information may include data from Lipper
Analytical Services, Inc. and other financial publications.

Yield.  The 30-day yield figure of each class described in the
prospectus is calculated according to a formula prescribed by the
SEC, expressed as follows:

YIELD = 2[( a-b + 1)6-1]
       cd

	Where:
		a	=	dividends and interest earned during the
period.
		b	=	expenses accrued for the period (net of
reimbursement).
		c	=	the average daily number of shares
outstanding during the period that
				were entitled to receive dividends
		d	=	the maximum offering price per share on
the last day of the period.

For the purpose of determining the interest earned (variable "a"
in the formula) on debt obligations that were purchased by the
fund at a discount or premium, the formula generally calls for
amortization of the discount or premium; the amortization schedule
will be adjusted monthly to reflect changes in the market values
of the debt obligations.

The fund's yield for the 30-day period ended May 31, 2000 was
4.67%, 4.66% and 5.10% with respect to its Class A, Class B and
Class I shares, respectively.

Investors should recognize that in periods of declining interest
rates, yield will tend to be somewhat higher than prevailing
market rates and, in periods of rising interest rates, will tend
to be somewhat lower.  In addition, when interest rates are
falling, monies received by the fund from the continuous sale of
its shares will likely be invested in instruments producing lower
yields than the balance of its portfolio of securities, thereby
reducing the current yield of the classes.  In periods of rising
interest rates the opposite result can be expected to occur.

Average Annual Total Return.  The "average annual total return" of
a class described in the prospectus is computed according to a
formula prescribed by the SEC, expressed as follows:

P(1+T)n = ERV

Where:
	P	=	a hypothetical initial payment of $1,000.
	T	=	average annual total return
	n	=	number of years.
	ERV	=	Ending Redeemable Value of a hypothetical $1,000
investment made at the beginning of a 1-, 5-or 10-
year period at the end of a 1-, 5-or 10-year period
(or fractional portion thereof), assuming
reinvestment of all dividends and distributions.

The ERV assumes complete redemption of the hypothetical investment
at the end of the measuring period.

For the one and five-year periods ended as of the most recent
fiscal year end and over the life of the fund, the average annual
returns for Class A shares were 3.98%, 4.92% and 4.64%; for Class
B shares were (1.06)%, 4.70% and 4.66% and for Class I shares
(which have not been in existence for five years) were 4.58% and
5.40%, respectively.

For the one and five-year periods ended as of the most recent
fiscal year end and over the life of the fund, the average annual
returns for Class A shares were 3.98%, 4.92% and 4.64%; for Class
B shares were 3.86%, 4.86% and 4.66% and for Class I shares (which
have not been in existence for five years) were 4.58% and 5.40%,
respectively, without deduction of any deferred sales charge.

Aggregate Total Return.  The "aggregate total return" of a class
described in the prospectus represents the cumulative change in
the value of an investment in a class for the specified period and
is computed by the following formula:

ERV - P
P

Where:
	P	=	a hypothetical initial payment of $10,000.
	ERV	=	Ending Redeemable Value of a hypothetical $10,000
investment made at the beginning of a 1-, 5-or 10-
year period at the end of a 1-, 5-or 10-year period
(or fractional portion thereof), assuming
reinvestment of all dividends and distributions.

The ERV assumes complete redemption of the hypothetical investment
at the end of the measuring period.

Net investment income changes in response to fluctuations in
interest rates and the expenses of a class. Consequently, the
given performance quotations should not be considered as
representative of the class' performance for any specified period
in the future.

For the one and five-year periods ended as of the most recent
fiscal year end and over the life of the fund, the aggregate total
returns for Class A shares were 3.98%, 27.13% and 43.39%; for
Class B shares were (1.06)%, 25.79% and 41.15% and for Class I
shares (which have not been in existence for five years) were
4.58% and 17.92% respectively.

For the one and five-year periods ended as of the most recent
fiscal year end and over the life of the fund, the aggregate total
returns for Class A shares were 3.98%, 27.13% and 43.39%; for
Class B shares were 3.86%, 26.77% and 41.15% and for Class I
shares (which have not been in existence for five years) were
4.58% and 17.92% respectively, without deduction of any deferred
sales charge.

A class' performance will vary from time to time depending upon
market conditions, the composition of the fund's portfolio and its
operating expenses and the expenses attributable to a particular
class.  Consequently, any given performance quotation should not
be considered representative of a class' performance for any
specified period in the future.  In addition, because performance
will fluctuate, it may not provide a basis for comparing an
investment in the class with certain bank deposits or other
investments that pay a fixed yield for a stated period of time.
Investors comparing the performance of a class with that of other
mutual funds or classes of other mutual funds should give
consideration to the quality and maturity of the portfolio
securities of the funds or classes.


DIVIDENDS, DISTRIBUTIONS AND TAXES

The following is a summary of selected federal income tax
considerations that may affect the fund and its shareholders.  The
summary is not intended as a substitute for individual tax advice
and investors are urged to consult their own tax advisors as to
the tax consequences of an investment in the fund.

The fund has qualified and will seek to continue to qualify each
year as a "regulated investment company" under Subchapter M of the
Internal Revenue Code of 1986, as amended.  Provided the fund (a)
is a regulated investment company and (b) distributes to its
shareholders at least 90% of its net investment income (including,
for this purpose, any excess of its net short-term capital gain
over its long-term capital loss) for a taxable year, it will not
be liable for federal income taxes to the extent that its net
investment income and its net realized long-term and short-term
capital gains, if any, are distributed to its shareholders.  As a
general rule, the fund's gain or loss on a sale or exchange of an
investment will be a long-term capital gain or loss if it has held
the investment for more than one year and will be a short-term
capital gain or loss if the fund has held the investment for one
year or less.  The fund's transactions in options and futures
contracts are subject to special tax rules that may affect the
amount, timing and character of its gains and losses and,
accordingly, of its distributions to shareholders.  In addition,
as a general rule, a shareholder's gain or loss on a redemption or
other transaction that is treated as a sale of shares of the fund
held by the shareholder as capital assets will be a long-term
capital gain or loss if the shareholder has held his or her fund
shares for more than one year and will be a short-term capital
gain or loss if he or she has held his or her fund shares for one
year or less.  If a shareholder receives a long-term capital gain
distribution on any distribution and sells that share when it has
been held for six months or less, a loss on the sale will be long-
term to the extent of the capital gain distribution.  Shareholders
of the fund will receive an annual statement as to the income tax
status of his or her dividends and distributions for the prior
calendar year.  Each shareholder will also receive, if
appropriate, various written notices after the close of the fund's
prior taxable year as to the federal income tax status of the fund
during the fund's prior taxable year.  Investors considering
buying shares of the fund on or just prior to the record date for
a taxable dividend or capital gain distribution should be aware
that the amount of the forthcoming dividend or distribution
payment will be a taxable dividend or distribution payment.

Dividends paid from net investment income and net short-term
capital gain are subject to federal income tax as ordinary income.
Distributions, if any, from net long-term capital gain are taxable
as long-term capital gains, regardless of the length of time a
shareholder has owned fund shares.

Shareholders are required to pay tax on all taxable distributions,
even if those distributions are automatically reinvested in
additional fund shares.  None of the dividends paid by the fund
will qualify for the corporate dividends received deduction.
Dividends consisting of interest from U.S. government securities
may be exempt from state and local personal income taxes.  The
fund will inform shareholders of the source and tax status of all
distributions promptly after the close of each calendar year.

The fund is required to withhold ("backup withholding") 31% of all
dividends, capital gain distributions, and the proceeds of any
redemption, regardless of whether gain or loss is realized upon
the redemption, for shareholders who do not provide the fund with
a correct taxpayer identification number (social security or
employer identification number) and any required certifications.
Withholding also is required from dividends and capital gain
distributions to shareholders who otherwise are subject to backup
withholding.  Any tax withheld as a result of backup withholding
does not constitute an additional tax, and may be claimed as a
credit on the shareholders' federal income tax return.

The discussion above is only a summary of certain tax
considerations generally affecting the fund and its shareholders,
and is not intended to be a substitute for careful tax planning.
Shareholders are urged to consult their tax advisors with specific
reference to their own tax situations, including their state and
local tax liabilities.

On May 31, 2000, the unused capital loss carryovers for the fund
were approximately as $6,968,000.  For federal income tax
purposes, this amount is available to be applied against future
capital gains of the fund, if any, that are realized prior to the
expiration of the applicable carryover. The carryovers expire as
follows:

May 31,
2003
2004
2005
2008
$5,203,00
0
$570,000
$856,000
$339,000


ADDITIONAL INFORMATION ABOUT THE FUND

Counsel.  Willkie Farr & Gallagher serves as counsel for the fund.
The trustees who are not "interested persons" of the fund have
selected Stroock & Stroock & Lavan LLP, as their counsel.

Auditors.  KPMG LLP, 757 Third Avenue, New York, New York 10017,
has been selected as the fund's independent auditors to examine
and report on the fund's financial statements and financial
highlights for the fiscal year ending May 31, 2001.

Custodian.  PFPC Trust Company, located at 17th and Chestnut
Streets, Philadelphia, Pennsylvania 19103, serves as the custodian
of the fund.  The assets of the fund are held under bank
custodianship in accordance with the 1940 Act.  Under its custody
agreement with the fund, PNC Bank is authorized to establish
separate accounts and appoint securities depositories as sub-
custodians of assets owned by the fund.  For its custody services,
PNC Bank receives monthly fees charged to the fund based upon the
month-end, aggregate net asset value of the fund plus certain
charges for securities transactions.  PNC Bank is also reimbursed
by the fund for out-of-pocket expenses, including the costs of any
sub-custodians.

Transfer Agent. Citi Fiduciary Trust Company, located at located
at 125 Broad Street, New York, New York 10004, serves as the
transfer agent and shareholder services agent of the fund.

Sub-Transfer Agent.  PFPC Global Fund Services, located at P.O.
Box 9699, Providence Rhode Island 02940-9699, serves as the fund's
sub-transfer agent to render certain shareholder record-keeping
and accounting services functions.

Organization of the Fund.  The fund was organized as an
unincorporated business trust under the laws of the Commonwealth
of Massachusetts and pursuant to an Amended and Restated Master
Trust Agreement dated November 5, 1992, as amended from time to
time (the "Trust Agreement").  The fund commenced operations on
June 22, 1992, and on July 30, 1993 the fund changed its name to
Smith Barney Shearson Adjustable Rate Government Income Fund. On
November 7, 1994 the fund changed its name to its current name.

In the interest of economy and convenience, certificates
representing shares in the fund are not physically issued except
upon specific request made by a shareholder to PFPC, the fund's
sub-transfer agent.  The sub-transfer agent maintains a record of
each shareholder's ownership of fund shares. Shares do not have
cumulative voting rights, which means that holders of more than
50% of the shares voting for the election of trustees can elect
all trustees.  Shares are transferable but have no preemptive,
conversion or subscription rights.

Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of
the fund.  The Trust Agreement disclaims shareholder liability for
acts or obligations of the fund, however, and requires that notice
of such disclaimer be given in each agreement, obligation or
instrument entered into or executed by the fund or trustee.  The
Trust Agreement provides for indemnification from the fund for all
losses and expenses of any shareholder held personally liable for
the obligations of the fund.  Thus, the risk of a shareholder's
incurring financial loss on account of shareholder liability is
limited to circumstances in which the fund itself would be unable
to meet its obligations, a possibility which management of the
fund believes is remote.  Upon payment of any liability incurred
by the fund, a shareholder paying such liability will be entitled
to reimbursement from the general assets of the fund.  The
trustees intend to conduct the operations of the fund in such a
way so as to avoid, as far as possible, ultimate liability of the
shareholders for liabilities of the fund.

Voting Rights.  Each class of shares represents an identical
interest in the fund's investment portfolio.  As a result, the
classes have the same rights, privileges and preferences, except
with respect to:  (a) the designation of each class; (b) the
effect of the respective sales charges, if any, for each class;
(c) the expenses allocable exclusively to each class; (d) voting
rights on matters exclusively affecting a single class; (e) the
exchange privileges of each class; and (f) the conversion feature
of the Class B shares.  The fund's board of trustees does not
anticipate that there will be any conflicts among the interests of
the holders of the different classes of shares of the fund.  The
board of trustees, on an ongoing basis, will consider whether any
such conflict exists and, if so, take appropriate action.

When matters are submitted for shareholder vote, shareholders of
each class will have one vote for each full share owned and a
proportionate, fractional vote for any fractional share held of
that class.  Generally, shares of the fund will be voted on a
fund-wide basis except for matters affecting only the interests of
one class.  The fund does not hold annual shareholder meetings.
There normally will be no meeting of shareholders for the purpose
of electing trustees unless and until such time as less than a
majority of the trustees holding office have been elected by
shareholders.  The trustees will call a meeting for any purpose
upon written request of shareholders holding at least 10% of the
fund's outstanding shares.  Shareholders of record owning no less
than two-thirds of the outstanding shares of the fund may remove a
trustee through a declaration in writing or by vote cast in person
or by proxy at a meeting called for that purpose.  Shareholders
who satisfy certain criteria will be assisted by the fund in
communicating with other shareholders in seeking the holding of
the meeting.

Annual Reports.  The fund sends to each of its shareholders a
semi-annual report and an audited annual report, each of which
includes a list of the investment securities held by the fund at
the end of the period covered.  In an effort to reduce the fund's
printing and mailing costs, the fund plans to consolidate the
mailing of its semi-annual and annual reports by household.  This
consolidation means that a household having multiple accounts with
the identical address of record will receive a single copy of each
report.  In addition, the fund also plans to consolidate the
mailing of its prospectus so that a shareholder having multiple
accounts (that is, individual, IRA and/or Self-Employed Retirement
Plan accounts) will receive a single prospectus annually.  When
the fund's annual report is combined with the prospectus into a
single document, the fund will mail the combined document to each
shareholder to comply with legal requirements.  Any shareholder
who does not want this consolidation to apply to his or her
account should contact his or her Service Agent
or the fund's transfer agent.

Minimum Account Size.  The fund reserves the right to
involuntarily liquidate any shareholder's account if the aggregate
net asset value of the shares held in the fund is less than $500.
(If a shareholder has more than one account in the fund, each
account must satisfy the minimum account size.) The fund, however,
will not redeem shares based solely upon market reductions in net
asset value. Before the fund exercises such right, shareholders
will receive written notice and will be permitted 60 days to bring
accounts up to minimum to avoid involuntary liquidation.

OTHER INFORMATION

In an industry where the average portfolio manager has seven years
of experience (source: ICI, 1998), the portfolio managers of Smith
Barney Mutual Funds average 21 years in the industry and 15 years
with the firm.

Smith Barney Mutual Funds offers more than 60 mutual funds.  We
understand that many investors prefer an active role in allocating
the mix of funds in their portfolio, while others want the asset
allocation decisions to be made by experienced managers.

That's why we offer four "styles" of fund management that can be
tailored to suit each investor's unique financial goals.

Style Pure Series
Our Style Pure Series funds stay fully invested within their
asset class and investment style, enabling investors to make
asset allocation decisions in conjunction with their
Service Agent.


	Classic Investor Series
Our Classic Investor Series funds offer a range of equity
and fixed income strategies that seek to capture
opportunities across asset classes and investment styles
using disciplined investment approaches.

	The Smith Barney Allocation Series
As a fund of funds, investors can select a Portfolio that
may help their investment needs.  As needs change, investors
can easily choose another long-term, diversified investment
from our fund family.

	Special Discipline Series
Our Special Discipline Series funds are designed for
investors who are looking beyond more traditional market
categories: from natural resources to a roster of state-
specific municipal funds.


FINANCIAL STATEMENTS

The fund's Annual Report for the fiscal year ended May 31, 2000 is
incorporated herein by reference in its entirety.  The Annual
Report was filed on July 28, 2000, accession number 950130-00-
004093.



APPENDIX A

Description of S&P and Moody's ratings:

S&P Ratings for Municipal Bonds

S&P's Municipal Bond ratings cover obligations of states and
political subdivisions.  Ratings are assigned to general
obligation and revenue bonds.  General obligation bonds are
usually secured by all resources available to the municipality and
the factors outlined in the rating definitions below are weighed
in determining the rating.  Because revenue bonds in general are
payable from specifically pledged revenues, the essential element
in the security for a revenue bond is the quantity and quality of
the pledged revenues available to pay debt service.

Although an appraisal of most of the same factors that bear on the
quality of general obligation bond credit is usually appropriate
in the rating analysis of a revenue bond, other factors are
important, including particularly the competitive position of the
municipal enterprise under review and the basic security
covenants.  Although a rating reflects S&P's judgment as to the
issuer's capacity for the timely payment of debt service, in
certain instances it may also reflect a mechanism or procedure for
an assured and prompt cure of a default, should one occur, i.e.,
an insurance program, Federal or state guarantee or the automatic
withholding and use of state aid to pay the defaulted debt
service.

AAA

Prime - These are obligations of the highest quality.  They have
the strongest capacity for timely payment of debt service.

General Obligation Bonds - In a period of economic stress, the
issuers will suffer the smallest declines in income and will be
least susceptible to autonomous decline.  Debt burden is moderate.
A strong revenue structure appears more than adequate to meet
future expenditure requirements.  Quality of management appears
superior.

Revenue Bonds - Debt service coverage has been, and is expected to
remain, substantial.  Stability of the pledged revenues is also
exceptionally strong, due to the competitive position of the
municipal enterprise or to the nature of the revenues.  Basic
security provisions (including rate covenant, earnings test for
issuance of additional bonds, and debt service reserve
requirements) are rigorous.  There is evidence of superior
management.

AA

High Grade - The investment characteristics of general obligation
and revenue bonds in this group are only slightly less marked than
those of the prime quality issues.  Bonds rated "AA" have the
second strongest capacity for payment of debt service.


A

Good Grade - Principal and interest payments on bonds in this
category are regarded as safe.  This rating describes the third
strongest capacity for payment of debt service.  It differs from
the two higher ratings because:

General Obligation Bonds - There is some weakness, either in the
local economic base, in debt burden, in the balance between
revenues and expenditures, or in quality of management.  Under
certain adverse circumstances, any one such weakness might impair
the ability of the issuer to meet debt obligations at some future
date.

Revenue Bonds - Debt service coverage is good, but not
exceptional.  Stability of the pledged revenues could show some
variations because of increased competition or economic influences
on revenues.  Basic security provisions, while satisfactory, are
less stringent.  Management performance appears adequate.

BBB

Medium Grade - Of the investment grade ratings, this is the
lowest.

General Obligation Bonds - Under certain adverse conditions,
several of the above factors could contribute to a lesser capacity
for payment of debt service.  The difference between "A" and "BBB"
ratings is that the latter shows more than one fundamental
weakness, or one very substantial fundamental weakness, whereas
the former shows only one deficiency among the factors considered.

Revenue Bonds - Debt coverage is only fair.  Stability of the
pledged revenues could show substantial variations, with the
revenue flow possibly being subject to erosion over time.  Basic
security provisions are no more than adequate.  Management
performance could be stronger.

BB, B, CCC and CC

Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominately speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the
obligation.  BB indicates the lowest degree of speculation and CC
the highest degree of speculation.  While such bonds will likely
have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to
adverse conditions.

C

The rating C is reserved for income bonds on which no interest is
being paid.



D

Bonds rated D are in default, and payment of interest and/or
repayment of principal is in arrears.

S&P's letter ratings may be modified by the addition of a plus or
a minus sign, which is used to show relative standing within the
major rating categories, except in the AAA-Prime Grade category.

S&P Ratings for Municipal Notes

Municipal notes with maturities of three years or less are usually
given note ratings (designated SP-1, -2 or -3) by S&P to
distinguish more clearly the credit quality of notes as compared
to bonds.  Notes rated SP-1 have a very strong or strong capacity
to pay principal and interest.  Those issues determined to possess
overwhelming safety characteristics are given the designation of
SP-1+.  Notes rated SP-2 have a satisfactory capacity to pay
principal and interest.

Moody's Ratings for Municipal Bonds

Aaa

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

Aa

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

A

Bonds that are rated A possess many favorable investment
attributes and are to be considered as upper medium-grade
obligations.  Factors giving security to principal and interest
are considered adequate, but elements may be present which suggest
a susceptibility to impairment sometime in the future.

Baa

Bonds that are rated Baa are considered as medium-grade
obligations, i.e., they are neither highly protected nor poorly
secured; interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or
may be characteristically unreliable over any great length of
time.  Such bonds lack outstanding investment characteristics and
in fact have speculative characteristics as well.

Ba

Bonds that are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured.  Often the
protection of interest and principal payments may be very moderate
and thereby not well safeguarded during both good and bad times
over the future.  Uncertainty of position characterizes bonds in
this class.

B

Bonds that are rated B generally lack characteristics of the
desirable investment.  Assurance of interest and principal
payments or of maintenance of other terms of the contract over any
long period of time may be small.

Caa

Bonds that are rated Caa are of poor standing.  These issues may
be in default or present elements of danger may exist with respect
to principal or interest.

Ca

Bonds that are rated Ca represent obligations that are speculative
in a high degree.  These issues are often in default or have other
marked short-comings.

C

Bonds that are rated C are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects
of ever attaining any real investment standing.

Moody's Ratings for Municipal Notes

Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade (MIG) and for
variable rate demand obligations are designated Variable Moody's
Investment Grade (VMIG).  This distinction is in recognition of
the differences between short- and long-term credit risk.  Loans
bearing the designation MIG 1 or VMIG 1 are of the best quality,
enjoying strong protection by established cash flows of funds for
their servicing, from established and broad-based access to the
market for refinancing, or both.  Loans bearing the designation
MIG 2 or VMIG 2 are of high quality, with margins of protection
ample although not as large as the preceding group.  Loans bearing
the designation MIG 3 or VMIG 3 are of favorable quality, with all
security elements accounted for but lacking the undeniable
strength of the preceding grades.  Liquidity and cash flow may be
narrow and market access for refinancing is likely to be less well
established.


Description of S&P A-1+ and A-1 Commercial Paper Rating

The rating A-1+ is the highest, and A-1 the second highest,
commercial paper rating assigned by S&P.  Paper rated A-1+ must
have either the direct credit support of an issuer or guarantor
that possesses excellent long-term operating and financial
strengths combined with strong liquidity characteristics
(typically, such issuers or guarantors would display credit
quality characteristics which would warrant a senior bond rating
of "AA-" or higher), or the direct credit support of an issuer or
guarantor that possesses above-average long-term fundamental
operating and financing capabilities combined with ongoing
excellent liquidity characteristics.  Paper rated A-1 by S&P has
the following characteristics: liquidity ratios are adequate to
meet cash requirements; long-term senior debt is rated "A" or
better; the issuer has access to at least two additional channels
of borrowing; basic earnings and cash flow have an upward trend
with allowance made for unusual circumstances; typically, the
issuer's industry is well established and the issuer has a strong
position within the industry; and the reliability and quality of
management are unquestioned.

Description of Moody's Prime-1 Commercial Paper Rating

The rating Prime-1 is the highest commercial paper rating assigned
by Moody's.  Among the factors considered by Moody's in assigning
ratings are the following: (1) evaluation of the management of the
issuer; (2) economic evaluation of the issuer's industry or
industries and an appraisal of speculative-type risks which may be
inherent in certain areas; (3) evaluation of the issuer's products
in relation to competition and customer acceptance; (4) liquidity;
(5) amount and quality of long-term debt; (6) trend of earnings
over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and (8)
recognition by the management of obligations which may be present
or may arise as a result of public interest questions and
preparations to meet such obligations.


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