Filed with the Securities and Exchange Commission on December 4, 1996
Securities Act File No. 33-64457
Investment Company Act File No. 811-7435
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 6 [X]
and
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 7 [X]
Smith Barney Concert Series Inc.
(Exact Name of Registrant as Specified in Charter)
388 Greenwich Street, New York, NY 10013
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: 212-723-9218
Christina T. Sydor, Esq.
Smith Barney Mutual Funds Management Inc.
388 Greenwich Street
New York, New York 10013
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
As soon as possible after this Post-Effective Amendment
becomes effective
It is proposed that this filing will become effective:
immediately upon filing pursuant to Rule 485(b)
on _____________ pursuant to Rule 485(b)(i)(v)
60 days after filing pursuant to Rule 485(a)
X 75 days after filing pursuant to Rule 485(a)(2)
on _________________ pursuant to Rule 485(a)
SMITH BARNEY CONCERT SERIES INC.
FORM N-1A
CROSS REFERENCE SHEET
Part A
Item No.
Heading in the Prospectus
1. Cover Page
Cover Page
2. Synopsis
Prospectus Summary
3. Condensed Financial Information
Not Applicable
4. General Description of
Registrant
Cover Page; Prospectus Summary;
Investment Objectives and
Management Policies; Why Invest in
the Concert Series; Description of
Underlying Smith Barney Funds;
Additional Information; Appendix
5. Management of the Fund
Prospectus Summary; Management of
the Concert Series; Additional
Information
6. Capital Stock and Other
Securities
Prospectus Summary; Dividends,
Distributions and Taxes; Purchase
of Shares; Additional Information
7. Purchase of Securities Being
Offered
Purchase of Shares; Valuation of
Shares
8. Redemption or Repurchase
Redemption of Shares
9. Legal Proceedings
Not Applicable
Part B
Item No.
Heading in Statement of Additional
Information
10. Cover Page
Cover Page
11. Table of Contents
Table of Contents
12. General Information and History
Not Applicable
13. Investment Objectives and
Policies
Investment Objectives and Management
Policies
14. Management of the Fund
Management of the Concert Series
15. Control Persons and Principal
Holders of
Securities
Management of the Concert Series
16. Investment Advisory and Other
Services
Management of the Concert Series;
Additional Information
17. Brokerage Allocation and Other
Practices
Not Applicable
18. Capital Stock and Other
Securities
Additional Information
19. Purchase, Redemption and Pricing
of
Securities Being Offered
Purchase of Shares; Redemption of
Shares; Valuation of Shares
20. Tax Status
Taxes (See in the Prospectus
"Dividends, Distributions and Taxes")
21. Underwriters
Not Applicable
22. Calculation of Performance Data
Performance
23. Financial Statements
Financial Statements
PART A
The Prospectus for Class A, Class B, Class C and Class Y shares of the High
Growth, Growth, Balanced, Conservative and Income Portfolios of Smith Barney
Concert Series Inc. (the "Fund") is incorporated by reference to Part A of
Post-Effective Amendment No. 1 to the Fund's Registration Statement filed on
August 7, 1996 (Accession No. 91155-96-315).
The Prospectus for the Select High Growth, Select Growth, Select Balanced,
Select Conservative and Select Income Portfolios of the Fund is incorporated
by reference to Part A of Post-Effective Amendment No. 4 to the Fund's
Registration Statement filed on October 31, 1996 (Accession No. 91155-96-
000448).
The Prospectus for Class Z shares of the Growth, High Growth, Balanced,
Conservative and Income Portfolios of the Fund is incorporated by reference to
Part A of Post-Effective Amendment No. 5 to the Fund's Registration Statement
filed on November 19, 1996 (Accession No. 91155-96-471) .
The Supplement to Prospectus dated August 5, 1996 (for Class A, Class B, Class
C and Class Y shares of the High Growth, Growth, Balanced, Conservative and
Income Portfolio of the Fund) for the purpose of creating a new portfolio, the
Global Portfolio, is file herein.
SMITH BARNEY CONCERT SERIES INC.
Supplement dated February __, 1997
to Prospectus dated August 5, 1996
Smith Barney Concert Series Inc. (the "Concert Series" or "Series") is
offering a newly-created professionally managed investment portfolio - the
Global Portfolio. The investment objective of the Global Portfolio is to seek
capital appreciation. Under normal market conditions, the Fund will invest,
with respect to at least 65% of its assets, in not less than three different
countries. Like the other Concert Series portfolios, the Global Portfolio
seeks to achieve its investment objective by investing in a diverse mix of
"Underlying Smith Barney Funds," which consist of open-end management
investment companies or series thereof for which Smith Barney Inc. ("Smith
Barney") now or in the future acts as principal underwriter or for which Smith
Barney, Smith Barney Mutual Funds Management Inc. ("SBMFM") or Smith Barney
Strategy Advisers Inc. ("SBSA") now or in the future acts as investment
adviser.
The following supplements and, to the extent inconsistent with,
supersedes the disclosure in the Concert Series' prospectus dated August 5,
1996 (the "Prospectus"):
Purchase of Shares in the Global Portfolio.
The Global Portfolio offers the general public three classes of shares
("Classes"): Class A shares, Class B shares and Class C shares. A fourth
Class of shares, Class Y shares, is offered only to investors meeting an
initial investment minimum of $5,000,000.
Class A shares are sold at net asset value plus an initial sales charge
of up to [5.00%]. The initial sales charge may be reduced or waived for
certain purchases. (Global Portfolio Class A shares will have the same
initial sales charge alternatives as the High Growth Portfolio, the Growth
Portfolio and the Balanced Portfolio.) Purchases of Class A shares which,
when combined with current holdings of Class A shares offered with a sales
charge, equal or exceed $500,000 in the aggregate, will be made at net asset
value with no initial sales charge, but will be subject to a contingent
deferred sales charge ("CDSC") of 1.00% on redemptions made within 12 months
of purchase. Class A shares of the Global Portfolio are subject to an annual
service fee of [0.25%] of the average daily net assets of the Class.
Class B shares of the Global Portfolio are offered at net asset value
subject to a maximum CDSC of [5.00%] of redemption proceeds, declining by
[1.00%] each year after the date of purchase to zero. The CDSC may be waived
for certain redemptions. Class B shares of the Global Portfolio are subject
to an annual service fee of [0.25%] and an annual distribution fee of [0.75%]
of the average daily net assets of the Class. Class B shares will convert
automatically to Class A shares, based on relative net asset value, eight
years after the date of the original purchase. Upon conversion, these shares
will no longer be subject to an annual distribution fee. In addition, a
certain portion of Class B shares that have been acquired through the
investment of dividends and distributions ("Class B Dividend Shares") will be
converted at that time.
Class C shares of the Global Portfolio are sold at net asset value with
no initial sales charge; however, investors pay a CDSC of 1.00% if they redeem
Class C shares within 12 months of purchase. The CDSC may be waived for
certain redemptions. Class C shares are subject to an annual service fee of
[0.25%] and an annual distribution fee of [0.75%] of the average daily net
assets of the Class. Purchases of Global Portfolio shares, which when
combined with current holdings of Class C shares of the Portfolio equal or
exceed $500,000 in the aggregate, should be made in Class A shares at net
asset value with no sales charge, and will be subject to a CDSC of 1.00% on
redemptions made within 12 months of purchase.
Class Y shares are available only to investors meeting an initial
investment minimum of $5,000,000. Class Y shares are sold at net asset value
with no initial sales charge or CDSC. They are not subject to any service or
distribution fees.
Shares of the Global Portfolio may be purchased in the same manner, and
are subject to the same investment minimums, as shares of the other portfolios
of the Concert Series. See "Purchase of Shares" in the Prospectus.
Smith Barney 401(k) Program.
Class A and Class C shares of the Global Portfolio are available to
investors participating in the Smith Barney 401(k) Program. See "Purchase of
Shares - Smith Barney 401(k) Program" in the Prospectus.
Redemption and/or Exchange of Shares of the Global Portfolio
Shares of the Global Portfolio may be redeemed or exchanged in the same
manner, and subject to the same conditions, as shares of the other portfolios
of the Concert Series. See "Redemption of Shares" and "Exchange Privilege" in
the Prospectus.
Management of the Global Portfolio
SBMFM serves as the Global Portfolio's investment adviser. See
"Management of the Concert Series" in the Prospectus.
Dividends and Distributions
The Concert Series intends to pay dividends from net investment income
annually on shares of the Global Portfolio. Distributions of net realized
capital gain, if any, are paid annually for the Global Portfolio. See
"Dividends, Distributions and Taxes" in the Prospectus.
The Global Portfolio's Expenses. The following expense table lists the costs
and expenses an investor will incur as a shareholder of the Global Portfolio,
based on the maximum sales charge or maximum CDSC that may be incurred at the
time of purchase or redemption and estimates of the Global Portfolio's
operating expenses for its first full year of operation.
Class A
Class B
Class C
Class Y
Shareholder Transaction Expenses
Maximum sales charge imposed
on purchase
(as a percentage of offering
price)
Maximum CDSC
(as a percentage of original
cost or redemption
proceeds, whichever is lower)
[5.00%]
None*
None
[5.00%]
None
1.00%
None
None
Annual Portfolio Operating Expenses
(as a percentage of average
net assets)
Management Fee
0.35%
0.35%
0.35%
0.35%
12b-1 fee**
[0.25%]
[1.00%]
[1.00%]
- ------
Other Expenses***
None
None
None
None
TOTAL PORTFOLIO OPERATING EXPENSES
[0.60%]
[1.35%]
[1.35%]
[0.35%]
* Purchases of Class A shares, which when combined with current holdings of
Class A shares offered with a sales charge equal or exceed $500,000 in the
aggregate, will be made at net asset value with no sales charge, but will
be subject to a CDSC of 1.00% on redemptions made within 12 months.
** Upon conversion of Class B shares to Class A shares, such shares will no
longer be subject to a distribution fee. Class C shares do not have a
conversion feature and therefore are subject to an ongoing distribution
fee. As a result, long-term shareholders of Class C shares may pay more
than the economic equivalent of the maximum front-end sales charge
permitted by the National Association of Securities Dealers, Inc.
***Under the Asset Allocation and Administration Agreement with the Global
Portfolio, SBMFM bears all expenses of each Class of the Portfolio other
than the management fee, the 12b-1 fee and extraordinary expenses.
Example
The following example is intended to assist an investor in understanding
the various costs that an investor in the Global Portfolio will bear directly
or indirectly. The example assumes payment by the Global Portfolio of
operating expenses at the levels set forth in the table above and of its pro
rata share of the Class Y expenses of the Underlying Smith Barney Funds (as
set forth in the Prospectus) in which the Global Portfolio is expected to
invest at the commencement of investment operations. This example should not
be considered a representation of future expenses. Actual expenses may be
greater or lesser than those shown above.
An investor would pay the
following expenses on a
$1,000 investment,
assuming (1) 5.00% annual
return and (2) redemption
at the end of each time
period.
An investor would pay the
following expenses on the
same investment, assuming
the same annual return but
without a redemption at
the end of each time
period.
Global
Portfolio
1 Year
3 Years
1 Year
3 Years
Class A
$
$
$
$
Class B
Class C
Class Y
Based on a weighted a weighted average of the Class Y expense ratios of
the Underlying Smith Barney Funds in which the Global Portfolio is expected to
invest at the commencement of investment operations, the approximate expense
ratios are expected to be as follows: Class A ___%, Class B ___%, Class C __%
and Class Y ___%. The expense ratios may be higher or lower depending on the
allocation of the Underlying Smith Barney Funds within the Global Portfolio.
Investment Objective and Management Policies
The Global Portfolio's investment objective is to seek capital
appreciation. Under normal market conditions, the Fund will invest, with
respect to at least 65% of its assets, in not less than three different
countries. Issues of any one country (other than the United States) will
represent no more than 45% of the Global Portfolio's total investments.
In investing in Underlying Smith Barney Funds, the Global Portfolio
attempts to optimize performance consistent with its investment objective.
The table below illustrates the initial equity/fixed income fund allocation
targets and ranges for the Global Portfolio:
Equity/Fixed Income Fund Range
(Percent of Portfolio's Net Assets)
Target
Range
Equity
%
% - %
Fixed Income
%
% - %
The Global Portfolio invests its assets in the Underlying Smith Barney
Funds listed below within the ranges indicated.
UNDERLYING SMITH BARNEY FUND
GLOBAL PORTFOLIO
Smith Barney Aggressive Growth Fund Inc.
5 - 25%
Smith Barney Appreciation Fund Inc.
0 - 20%
Smith Barney Equity Funds:
Smith Barney Growth and Income Fund
0 - 20%
Smith Barney Fundamental Value Fund Inc.
0 - 20%
Smith Barney Funds, Inc.
Equity Income Portfolio
0 - 20%
Short-Term U.S. Treasury Securities
Portfolios
- ---
Smith Barney Income Funds Inc.:
Smith Barney High Income Fund
- ---
Smith Barney Utilities Fund
- ---
Smith Barney Premium Total Return Fund
0 - 15%
Smith Barney Convertible Fund
0 - 15%
Smith Barney Diversified Strategic Income
Fund
- ---
Smith Barney Investment Funds Inc.:
Smith Barney Managed Growth Fund
0- 15%
Smith Barney Special Equities Fund
5 - 25%
Smith Barney Government Securities Fund
- ---
Smith Barney Investment Grade Bond Fund
- ---
Smith Barney Managed Governments Fund Inc.
- ---
Smith Barney Money Funds, Inc.:
Cash Portfolio
0 - 20%
Smith Barney Natural Resources Fund Inc.
0 - 15%
Smith Barney World Funds, Inc.:
International Equity Portfolio
15 - 35%
Emerging Markets Portfolio
0 - 25%
International Balanced Portfolio
0 - 25%
Global Government Bond Portfolio
0 - 20%
European Portfolio
0 - 20%
Pacific Portfolio
0 - 20%
The particular Underlying Smith Barney Funds in which the Global
Portfolio may invest, the equity/fixed income fund targets and ranges and the
investment ranges applicable to each Underlying Smith Barney Fund may be
changed from time to time by the Concert Series' Board of Directors without
the approval of the Portfolio's shareholders.
Like the other portfolios of the Concert Series, the Global Portfolio
may invest a certain portion of its cash reserves in repurchase agreements
and/or the Cash Portfolio of Smith Barney Money Funds, Inc. For a discussion
of investment restrictions applicable to all of the portfolios of the Concert
Series, including the Global Portfolio, see "Investment Restrictions" in the
Prospectus.
For further discussion regarding the investment objectives and
management policies (including risk factors) of the Underlying Smith Barney
Funds, see "Investment Objectives and Management Policies," "Risk Factors and
Special Considerations," "Description of Underlying Smith Barney Funds" and
the Appendix to the Prospectus.
Portfolio Turnover
The Global Portfolio's turnover rate is not expected to exceed 25%
annually.
Additional Information
The Concert Series has authorized capital of 5,500,000 shares with a par
value of $.001 per share. The Board of Directors has authorized the issuance
of eleven series of shares, each representing shares in one of eleven separate
portfolios and may authorize the issuance of additional series of shares in
the future.
5
g:\users\cac\temp\sbcsglob.doc
PART B
The Statement of Additional Information for Class A, Class B, Class C, Class Y
and Class Z shares of the High Growth, Growth, Balanced, Conservative and
Income Portfolios of Smith Barney Concert Series Inc. (the "Fund") is
incorporated by reference to Part B of Post-Effective Amendment No.1 to the
Fund's Registration Statement filed on August 7, 1996 (accession No. 91155-96-
315).
The Statement of Additional Information for Select High Growth, Select Growth,
Select Balanced, Select Conservative and Select Income Portfolios of the Fund
is incorporated by reference to Part B of Post-Effective Amendment No. 4 to
the Fund's Registration Statement filed on October 31, 1996 (Accession No.
91155-96-000448).
PART C
Information required to be included in Part C is set forth after the
appropriate item, so numbered, in Part C of this Registration Statement.
OTHER INFORMATION
Item 24: Financial Statements and Exhibits
a. Financial Statements:
Included in Part A of this Registration Statement:
Financial Highlights
Included in Part B of this Registration Statement:
Statement of assets and liabilities as of January 22, 1996.
Statement of assets and liabilities as of May 31, 1996.
b. Exhibits:
1. Articles of Incorporation of the Registrant is incorporated by
reference to Registrant's Registration Statement Pre-Effective Amendment No. 1
on Form N-1A as filed on January 23, 1996 (the "Registration Statement").
1(a) Articles Supplementary to the Articles of Incorporation of the
Registrant dated October 28, 1996 is incorporated by reference to Post-
Effective Amendment No. 4 to the Registration Statement as filed on October
31, 1996 ("Post-Effective Amendment No. 4").
2. Restated By-Laws of the Registrant is incorporated by reference to
the Registration Statement.
3. Inapplicable.
4.(a) Registrant's form of stock certificates for Class A, B, C and Y
shares of the High Growth Portfolio is incorporated by reference the
Registration Statement.
(b) Registrant's form of stock certificates for Class A, B, C and Y
shares of the Growth Portfolio is incorporated by reference to the
Registration Statement.
(c) Registrant's form of stock certificates for Class A, B, C and Y
shares of the Balanced Portfolio is incorporated by reference to the
Registration Statement.
(d) Registrant's form of stock certificates for Class A, B, C and Y
shares of the Conservative Portfolio is incorporated by reference to the
Registration Statement.
(e) Registrant's form of stock certificates for Class A, B, C and Y
shares of the Income Portfolios incorporated by reference to the Registration
Statement.
(f) Registrant's form of stock certificate for shares of the Smith
Barney Concert Series - Select High Growth Portfolio is incorporated by
reference to Post-Effective Amendment No. 3 to Registration Statement as filed
August 13, 1996 ("Post-Effective Amendment No. 3").
(g) Registrant's form of stock certificate for shares of the Smith
Barney Concert Series - Select Growth Portfolio is incorporated by reference
to Post-Effective Amendment No. 3.
(h) Registrant's form of stock certificate for shares of the Smith
Barney Concert Series - Select Balanced Portfolio is incorporated by reference
to Post-Effective Amendment No. 3.
(i) Registrant's form of stock certificate for shares of the Smith
Barney Concert Series - Select Conservative Portfolio is incorporated by
reference to Post-Effective Amendment No. 3.
(j) Registrant's form of stock certificate for shares of the Smith
Barney Concert Series - Select Income Portfolio is incorporated by reference
to Post-Effective Amendment No. 3.
(k) Registrant's form of stock certificate for Class Z shares of the
High Growth Portfolio is incorporated by reference to Post-Effective Amendment
No. 5.
(l) Registrant's form of stock certificate for Class Z shares of the
Growth Portfolio is incorporated by reference to Post-Effective Amendment No.
5.
(m) Registrant's form of stock certificate for Class Z shares of the
Balanced Portolio is incorporated by reference to Post-Effective Amendment No.
5.
(n) Registrant's form of stock certificate for Class Z shares of the
Conservative Portfolio is incorporated by reference to Post-Effective
Amendment No. 5.
(o) Registrant's form of stock certificate for Class Z shares of the
Income Portfolio is incorporated by reference to Post-Effective Amendment No.
5.
(p) Registrant's form of stock certificate for Class A, B, C and Y
shares of the Global Portfolio will be filed by amendment.
5.(a) Form of Asset Allocation and Administration Agreement between the
Registrant and Smith Barney Mutual Funds Management Inc. is incorporated by
reference to the Registration Statement for each of the following:
(i) High Growth Portfolio
(ii) Growth Portfolio
(iii) Balanced Portfolio
(iv) Conservative Portfolio
(v) Income Portfolio
(vi) Global Portfolio
5.(b) Form of Asset Allocation and Administration Agreement between the
Registrant and Travelers Investment Adviser, Inc. is incorporated by reference
to Post-Effective Amendment No. 4 for each of the following:
(i) Select High Growth Portfolio
(ii) Select Growth Portfolio
(iii) Select Balanced Portfolio
(iv) Select Conservative Portfolio
(v) Select Income Portfolio
6.(a) Form of the Distribution Agreement between the Registrant and
Smith Barney Inc. is incorporated by reference to the Registration Statement.
(b) Form of the Distribution Agreement between the Registrant and PFS
Distributors, Inc. is incorporated by reference to the Registration Statement.
(c) Form of Participation Agreement between the Registrant and
Travelers Fund BD for Variable Annuities and Travelers Fund BD II for Variable
Annuities is incorporated by reference to Post-Effective Amendment No. 4.
7. Inapplicable.
8 Form of Custodian Agreement between the Registrant and PNC Bank,
National Association is incorporated by reference to the Registration
Statement.
9.(a) Form of Transfer Agency and Service Agreement between the
Registrant and The Shareholder Services Group, Inc. is incorporated by
reference to the Registration Statement.
(b) Form of Sub-Transfer Agency Agreement between the Registrant and
PFS Shareholders Services is incorporated by reference to the Registration
Statement.
10. Opinion and Consent of Willkie Farr & Gallagher as to legality of
the series of shares being registered to be filed by amendment.
11. Consent of Independent Public Accountants to be filed by
amendment.
12. Inapplicable.
13. Form of Purchase Agreement between the Registrant and the
Purchaser of the initial shares is incorporated by reference to the
Registration Statement.
14. Inapplicable.
15. Form of Service and Distribution Plan pursuant to Rule 12b-1
between the Registrant and Smith Barney Inc. is incorporated by reference to
the Registration Statement.
16. Inapplicable.
17. Inapplicable.
18. Form of Multiple Class Plan pursuant to Rule 18f-3(d) of the
Investment Company Act of 1940 is incorporated by reference to the
Registration Statement.
Item 25. Persons Controlled by or Under Common Control with Registrant.
None.
Item 26. Number of Holders of Securities.
November 1, 1996 Shares
Balanced Portfolio Class A 5,852,541
Balanced Portfolio Class B 7,216,613
Balanced Portfolio Class C 1,372,714
Balanced Portfolio Class Y 0
Income Portfolio Class A 1,255,734
Income Portfolio Class B 1,302,954
Income Portfolio Class C 154,853
Income Portfolio Class Y 0
High Growth Portfolio Class A 9,901,873
High Growth Portfolio Class B 9,004,069
High Growth Portfolio Class C 1,302,655
High Growth Portfolio Class Y 0
Conservative Portfolio Class A 2,106,680
Conservative Portfolio Class B 1,868,397
Conservative Portfolio Class C 262,047
Conservative Portfolio Class Y 0
Growth Portfolio Class A 10,182,314
Growth Portfolio Class B 13,447,260
Growth Portfolio Class C 2,082,760
Growth Portfolio Class Y 0
Item 27. Indemnification.
The response to this item is incorporated by reference to the Registrant
Statement filed with the SEC on January 23, 1996.
Item 28. Business or Other Connections of Investment Adviser.
Investment Adviser -- Smith Barney Mutual Funds Management Inc.,
formerly known as Smith Barney Advisers, Inc.
SBMFM was incorporated in December 1968 under the laws of the State of
Delaware. SBMFM is a wholly owned subsidiary of Smith Barney Holdings
Inc. (formerly known as Smith Barney Shearson Holdings Inc.), which in
turn is a wholly owned subsidiary of The Travelers Group Inc. (formerly known
as Primerica Corporation) ("Travelers"). SBMFM is registered as an
investment adviser under the Investment Advisers Act of 1940 (the "Advisers
Act").
The list required by this Item 28 of officers and directors of SBMFM
together with information as to any other business, profession, vocation
or employment of a substantial nature engaged in by such officers and
directors during the past two years, is incorporated by reference to
Schedules A and D of the Form ADV filed by SBMFM pursuant to the
Advisers Act (SEC File No. 801-8314).
Travelers Investment Adviser, Inc. ("TIA") was incorporated in June 1996 under
the laws of the State of Delaware. TIA is a wholly owned subsidiary of The
Plaza Corporation which, in turn, is an indirect wholly owned subsidiary of
Travelers. TIA is registered as an investment adviser under the Advisers Act.
The list required by this Item 28 of officers and directors of TIA together
with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and
directors during the past two years, is incorporated by reference to
Schedules A and D of the Form ADV filed by TIA pursuant to the Advisers
Act (SEC File No. 801-52365).
Item 29. Principal Underwriters.
Smith Barney Inc. ("Smith Barney") also serves as distributor for each of the
following investment companies:
(a) Smith Barney Managed Municipals Fund Inc.
Smith Barney California Municipals Fund Inc.
Smith Barney Massachusetts Municipals Fund
Smith Barney Global Opportunities Fund
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Principal Return Fund
Smith Barney Income Funds
Smith Barney Equity Funds
Smith Barney Investment Funds Inc.
Smith Barney Natural Resources Fund Inc.
Smith Barney Telecommunications Trust
Smith Barney Arizona Municipals Fund Inc.
Smith Barney New Jersey Municipals Fund Inc.
The USA High Yield Fund N.V.
Garzarelli Sector Analysis Portfolio N.V.
Smith Barney Fundamental Value Fund Inc.
Smith Barney Series Fund
Consulting Group Capital Markets Funds
Smith Barney Investment Trust
Smith Barney Adjustable Rate Government Income Fund
Smith Barney Oregon Municipals Fund
Smith Barney Funds, Inc.
Smith Barney Muni Funds
Smith Barney World Funds, Inc.
Smith Barney Money Funds, Inc.
Smith Barney Municipal Money Market Fund, Inc.
Smith Barney Variable Account Funds
Smith Barney U.S. Dollar Reserve Fund (Cayman)
Worldwide Special Fund, N.V.
Worldwide Securities Limited (Bermuda)
Smith Barney International Fund (Luxembourg)
and various series of unit investment trusts.
(b) The information required by this Item 29(b) with respect to
each director and officer of Smith Barney is incorporated by reference to
Schedule A of the Form BD filed by Smith Barney pursuant to the Securities
Exchange Act of 1934 (File No. 8-8177).
(c) Inapplicable.
Item 30. Location of Accounts and Records.
Certain accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended (the
"Investment Company Act"), and the Rules promulgated thereunder are maintained
by Smith Barney Inc., 388 Greenwich Street, New York, New York 10013.
Records relating to the duties of the Registrant's custodian are
maintained by PNC Bank, National Association, 17th and Chestnut Streets,
Philadelphia, Pennsylvania. Records relating to the duties of the
Registrant's transfer agent are maintained by First Data Investor Services
Group, Inc., Exchange Place, Boston, Massachusetts.
Item 31. Management Services.
Inapplicable.
Item 32. Undertakings.
The Registrant hereby undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report to
shareholders upon request and without charge.
The Registrant hereby undertakes to call a meeting of shareholders for
the purpose of voting on the question of removal of a Director or Directors
when requested to do so by the holders of at least 10% of the
Registrant's outstanding shares and in connection with such meeting to
comply with the provisions of Section 16(c) of the Investment Company
Act relating to shareholder communications.
The Registrant hereby undertakes, insofar as indemnification for
liability arising under the Securities Act may be permitted to Directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, to indemnify the Directors, officers and
controlling persons of the Registrant. The Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The Registrant hereby undertakes to file, with respect to the Select High
Growth Portfolio, Select Growth Portfolio, Select Balanced Portfolio, Select
Conservative Portfolio and Select Income Portfolio, a post-effective
amendment, using financial statements which need not be certified, within four
to six months from the effectiveness date of this Amendment to the
Registrant's Registration Statement under the Securities Act of 1933, as
amended (the "Securities Act").
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Amendment to its Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York and the
State of New York on the 4th day of December, 1996.
SMITH BARNEY CONCERT SERIES INC.
Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, the Registrant, Smith Barney
Concert Series, has duly caused this Post-Effective Amendment No. 6 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York, State of New York as
of the 4th day of December, 1996.
By:/s/ Heath B. McLendon
Heath B. McLendon
Chairman of the Board of Directors
Signature
Title
Date
/s/ Heath B. McLendon
Heath B. McLendon
Director; Chairman of
the Board
December 4, 1996
/s/ Lewis E. Daidone
Lewis E. Daidone
Senior Vice President;
Treasurer (Principal
Accounting Officer)
December 4, 1996
/s/ Walter E. Auch*
Walter E. Auch
Director
December 4, 1996
/s/ Martin Brody*
Martin Brody
Director
December 4, 1996
/s/ H. John Ellis*
H. John Ellis
Director
December 4, 1996
/s/ Stephen E.
Kaufman*
Stephen E. Kaufman
Director
December 4, 1996
/s/ Armon E. Kamesar*
Armon E. Kamesar
Director
December 4, 1996
/s/ Madelon DeVoe
Talley*
Madelon DeVoe Talley
Director
December 4, 1996
* Signed by Heath B. McLendon, their duly authorized attorney-in-fact,
pursuant to power of attorney dated January 23, 1996.
/s/ Heath B. McLendon
Heath B. McLendon
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