Filed with the Securities and Exchange Commission on October 2, 1997
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. 12 [X]
and
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 13 [X]
Smith Barney Concert Allocation Series Inc.
(Formerly, 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: 212-816-6474
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)
X 60 days after filing pursuant to Rule 485(a)
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. 9 to the Fund's Registration Statement filed on
May 29, 1997 and became effective on
May 30, 1997(Accession No. 91155-97-260).
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. 9 to the Fund's
Registration Statement filed on May 29, 1997 and became effective
on May 30, 1997. (Accession No. 91155-97-000260).
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. 9 to the Fund's Registration Statement
filed on May 29, 1997 (Accession No. 91155-97-260) and became effective
on May 30, 1997.
The Supplement to Prospectus dated May 30, 1997 (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 filed herwith.
SMITH BARNEY CONCERT ALLOCATION SERIES INC.
Supplement dated __, 1997
to Prospectus dated May 30 , 1997
Smith Barney Concert Allocation 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. Unlike the other Concert Series
portfolios, the Global Portfolio does not serve as a complete investment
program, but can serve as part of a larger portfolio.
The following supplements and, to the extent inconsistent with,
supersedes the disclosure in the Concert Series' prospectus dated May
30, 1997 (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 reductions and waivers 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 manager. 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 gains, 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 [5.00%] None None None
on purchase(as a percentage of offering
price)
Maximum CDSC None* [5.00%] 1.00% None
(as a percentage of original
cost or redemption
proceeds, whichever is lower)
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.
Global Portfolio 1 Year 3 Years
Class A $ $
Class B
Class C
Class Y
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
Class A $ $
Class B
Class C
Class Y
Based on 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
100%
80% - 100%
Fixed Income
0%
0% - 20%
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.
0-20%
Smith Barney Appreciation Fund Inc.
0-10%
Smith Barney Equity Funds:
Smith Barney Growth and Income Fund
0-20%
Smith Barney Fundamental Value Fund Inc.
0-10%
Smith Barney Funds, Inc.
Equity Income Portfolio
Short-Term U.S. Treasury Securities Portfolios
0-20%
- ---
Smith Barney Income Funds Inc.:
Smith Barney High Income Fund
Smith Barney Utilities Fund
Smith Barney Premium Total Return Fund
Smith Barney Convertible Fund
Smith Barney Diversified Strategic Income Fund
- ---
- ---
- ---
- ---
- ---
Smith Barney Investment Funds Inc.:
Smith Barney Managed Growth Fund
Smith Barney Special Equities Fund
Smith Barney Government Securities Fund
Smith Barney Investment Grade Bond Fund
0-10%
0-20%
- ---
- ---
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
Emerging Markets Portfolio
International Balanced Portfolio
Global Government Bond Portfolio
European Portfolio
Pacific Portfolio
10-35%
0-20%
- ---
- ---
0-15%
0-15%
Smith Barney Large Capitalization Growth Fund
0-20%
Smith Barney Growth Opportunity Fund
0-20%
Smith Barney Disciplined Small Cap Fund, Inc.
0-20%
SB Hansberger Global Value Fund
15-35%
SB Hansberger Small Capitalization Fund
5-20%
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.
Risk factors and Special Considerations
Foreign Investment. Certain Portfolios may invest in securities of
foreign issuers and in foreign branches of domestic banks, which
involves some risks different from, or in addition to, those affecting
investments in securities of U.S. issuers. For example, publicly
available information about foreign issuers and economies may be
limited; foreign issuers are not generally subject to uniform
accounting, auditing and other reporting standards; securities of
foreign issuers may be less liquid and more volatile than those of
domestic issuers; dividends and interest paid by foreign issuers may be
subject to withholding and other foreign taxes; risks of seizure,
nationalization or expropriation of a foreign issuer exists; and, since
securities of foreign issuers are frequently denominated in foreign
currencies, investments in these securities may involve currency
exchange risks.
Investing in Emerging Markets. Certain Portfolios may invest in
securities of issuers in emerging market countries which involves
exposure to economic structures that are generally less diverse and
mature than, and to political systems that can be expected to have less
stability than, those of developed countries. Other characteristics of
emerging market countries that may affect investment in their markets
include certain national polices that may restrict investment by
foreigners and the absence of developed legal structures governing
private and foreign investments and private property. The typically
small size of the markets for securities issued by issuers located in
emerging markets countries and the possibility of a low or nonexistent
volume of trading in those securities may also result in a lack of
liquidity and in price volatility of those securities.
Smaller Capitalization Stocks. Certain Portfolios may invest in
smaller capitalization stocks which can involve greater risk than is
customarily associated with investing in stocks of larger, more
established companies. For example, smaller capitalization companies
often have limited product lines, markets or financial resources, may be
dependent for management on one or a few key persons, and can be more
susceptible to losses. Also, their securities may be thinly traded (and
therefore have to be sold at a discount from current prices or sold in
small lots over an extended period of time), may be followed by fewer
investment research analysts and may be subject to wider price swings
and thus may create a greater chance of loss than securities of larger
capitalization companies. Transaction costs in stocks of smaller
capitalization companies may be higher than those of large
capitalization companies.
Description of Underlying Smith Barney Funds
Equity Funds The following Underlying Smith Barney Funds are funds that
invest primarily in Equity Securities
SB Hansberger Global Value Fund, seeks long-term capital growth by
investing primarily in equity securities of companies in any country
including the United States, which in the opinion of SBMFM and
Hansberger Global Investors, Inc. are undervalued. Income will be an
incidental consideration. The Fund seeks to invest in companies whose
securities are trading at the greatest discount to future earnings, cash
flow and/or net asset value and Hansberger utilizes proprietary
valuation screens, internal and external research sources and other
fundamental analysis to identify those securities that appear to be
undervalued. Under normal market conditions, the Fund will invest its
assets in at least three countries, which may include the United States.
Although the Fund generally invests in common stock, it may also
invest in preferred stocks and certain debt securities, rated or
unrated, such as convertible bonds selling at a discount, when
Hansberger believes the potential for appreciation will equal or exceed
that available form investments in common stock. The Fund may also
invest in warrants or rights to subscribe to or purchase such securities
and sponsored or unsponsored American depository Receipts ("ADRs"),
European Depository Receipts ("EDRs"), Global Depository Receipts
("GDRs") and other depository receipts.
SB Hansberger Global Value Small Capitalization Fund, seeks long
term capital growth by investing primarily in equity securities of U.S.
and foreign issuers with relatively small market capitalizations (share
price times number of equity securities outstanding) which in the
opinion of SBMFM and Hansberger, are undervalued. Income will be an
incidental consideration. Under normal market conditions, the Fund will
invest at least 65% of the value of its total assets in (1) companies
located in developing countries with individual market capitalizations
of less than $750 million U.S. dollars (at the time of purchase) and (2)
companies located in developed countries with individual market
capitalizations of less than $1.5 billion U.S. dollars (at the time of
purchase). Under normal market conditions the Fund will invest its
assets in at least three countries, which may include the United States.
Although the Fund generally invests in common stock, it may also
invest in preferred stocks and certain debt securities, rated or
unrated, such as convertible bonds selling at a discount, when
Hansberger believes the potential for appreciation will equal or exceed
that available form investments in common stock. The Fund may also
invest in warrants or rights to subscribe to or purchase such securities
and sponsored or unsponsored American Depository Receipts ("ADRs"),
European Depository Receipts ("EDRs"), Global Depository Receipts
("GDRs") and other depository receipts.
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 5,500,000,000 shares
with a par value of $.001 per share. The Board of Directors has
authorized the issuance of ten series of shares, each representing
shares in one of ten separate portfolios and may authorize the issuance
of additional series of shares in the future.
U:\legal\funds\sbcs\1997\secdocs\globsup2.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. 9 to the Fund's
Registration Statement filed on May 29, 1997 and became effective on
May 30, 1997. (Accession No. 91155-97-000260).
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. 9 to the Fund's
Registration Statement filed on May 29, 1997 and became effective on
May 30, 1997. (Accession No. 91155-97-000260).
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:
Financial Highlights are incorporated by
reference to Part A filed herewith.
Included in Part B:
The Registrant's Annual Report for the year
ended January 31, 1997 and the Report of
Independent Accountants are incorporated by
reference to the Definitive 30b-1 filed on
April 8, 1997 as Accession # 91155-97-
184.
The Registrant's Semi-Annual Report for the period
ended July 31, 1997 is incorporated by
reference to the Definitive 30b-1 filed on
October 2, 1997 as Accession # 91155-97-444.
Included in Part C:
Consent of Independent Accountants is to be filed
by amendment.
(b) Exhibits
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 is incorporated by reference to the
Registration Statement and Post-Effective
Amendment No. 4.
11. Consent of Independent Public Accountants is 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.
September 29, 1997 Record Holders
Balanced Portfolio Class A 1,184
Balanced Portfolio Class B 4,146
Balanced Portfolio Class C 1,142
Balanced Portfolio Class Y 2
Balanced Portfolio Class Z 2
Income Portfolio Class A 176
Income Portfolio Class B 493
Income Portfolio Class C 160
Income Portfolio Class Y 2
Income Portfolio Class Z 2
High Growth Portfolio Class A 4,564
High Growth Portfolio Class B 9,446
High Growth Portfolio Class C 2,834
High Growth Portfolio Class Y 3
High Growth Portfolio Class Z 2
Conservative Portfolio Class A 249
Conservative Portfolio Class B 646
Conservative Portfolio Class C 249
Conservative Portfolio Class Y 2
Conservative Portfolio Class Z 2
Growth Portfolio Class A 4,357
Growth Portfolio Class B 11,719
Growth Portfolio Class C 2,810
Growth Portfolio Class Y 2
Growth Portfolio Class Z 2
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., which in
turn is a wholly owned subsidiary of Travelers Group Inc. ("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 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.
Smith Barney Managed Governments Fund
The USA High Yield Fund N.V.
Smith Barney Institutional Cash Management Fund Inc.
Smith Barney Fundamental Value Fund Inc.
Greenwich Street 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
Travelers Series Fund Inc.
Smith Barney Small Cap Disciplined Fund Inc.
Smith Barney U.S. Dollar Reserve Fund (Cayman)
Worldwide Special Fund, N.V.
Worldwide Securities Limited (Bermuda)
Smith Barney International Fund (Luxembourg),
various series of unit investment trusts and
various closed-end funds.
(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.
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 1st day of October, 1997.
SMITH BARNEY CONCERT ALLOCATION SERIES INC.
Pursuant to the requirements of Rule 485(a) of the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
the Registrant, Smith Barney Concert Allocation Series Inc.,
has duly caused this Post-Effective Amendment No.10 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 1st day of October, 1997.
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
October 1, 1997
/s/ Lewis E. Daidone
Lewis E. Daidone
Senior Vice President;
Treasurer (Principal
Accounting Officer)
October 1, 1997
/s/ Walter E. Auch*
Walter E. Auch
Director
October 1, 1997
/s/ Martin Brody*
Martin Brody
Director
October 1, 1997
/s/ H. John Ellis*
H. John Ellis
Director
October 1, 1997
/s/ Stephen E.
Kaufman*
Stephen E. Kaufman
Director
October 1, 1997
/s/ Armon E. Kamesar*
Armon E. Kamesar
Director
October 1, 1997
* 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
