SMITH BARNEY CONCERT SERIES INC, 485APOS, 1999-04-02

SMITH BARNEY CONCERT SERIES INC
485APOS, 1999-04-02

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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. 15 [X]

and

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 16 [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.
SSBC Fund Management Inc.
388 Greenwich Street
New York, New York 10013
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)

on (date) pursuant to paragraph (b) of Rule 485

XXX 60 days after filing pursuant to paragraph (a)(i) of Rule 485

on (date) pursuant to paragraph (a)(i) of Rule 485

75 days after filing pursuant to paragraph (a)(ii)of Rule 485

on (date) pursuant to paragraph (a)(ii) of Rule 485.

If appropriate, check the following box:

this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

PART A

<PAGE>

SMITH BARNEY
CONCERT ALLOCATION SERIES

PROSPECTUS

High Growth Portfolio

Global Portfolio

Growth Portfolio

Balanced Portfolio

Conservative Portfolio

Income Portfolio

Class A, B, L and Y Shares

June 1, 1999

The Securities and Exchange Commission has not approved
or disapproved these securities or determined whether
this prospectus is accurate or complete.
Any statement to the contrary is a crime.
<PAGE>

- --------------------------------------------------------------------------------
CONTENTS
- --------------------------------------------------------------------------------

Things you should know before investing ......................................2

Portfolio goals, strategies and risks:

High Growth Portfolio..................................................5
Growth Portfolio.......................................................7
Global Portfolio.......................................................9
Balanced Portfolio....................................................11
Conservative Portfolio ...............................................13
Income Portfolio .....................................................15

More on the portfolios' investments..........................................17

Management...................................................................22

Choosing a class of shares to buy............................................23

Comparing the portfolios' classes............................................24

Sales charges................................................................25

More about deferred sales charges............................................27

Buying shares................................................................28

Exchanging shares............................................................29

Redeeming shares.............................................................30

Other things to know about share transactions................................31

Smith Barney 401(k) and ExecChoice(TM) programs..............................32

Dividends, distributions and taxes...........................................33

Share price..................................................................34

Financial highlights.........................................................35

Concert Allocation Series -- 1
<PAGE>

- --------------------------------------------------------------------------------
THINGS YOU SHOULD KNOW BEFORE INVESTING
- --------------------------------------------------------------------------------

About the portfolios

Each portfolio is a "fund of funds" - meaning it invests in other mutual
funds rather than directly in portfolio securities like stocks, bonds and
money market instruments. These underlying mutual funds will be open-end
funds managed by the investment manager or its affiliates and have similar,
but not identical, investment goals as the portfolios.

Each portfolio (except the Global Portfolio) is managed to serve as a
complete investment program or (including the Global Portfolio) as a core
part of a larger portfolio.

Each portfolio is managed with a Target Allocation and a Target Range.

Target Allocation is the manager's initial strategic focus in allocating
between equity funds and fixed income funds.

Target Range is the range in which the manager may vary from the Target
Allocation.

Investing primarily in other mutual funds presents special risks

. In addition to your proportionate share of the portfolio's operating
expenses, you will also indirectly bear the operating expenses of the
underlying funds. For instance, you will pay management fees of both
the portfolio and the underlying funds.
. One underlying fund may buy the same securities that another
underlying fund sells and you would indirectly bear the costs of these
trades without accomplishing any investment purpose.
. You may receive higher taxable capital gain distributions than if you
invested directly in the underlying funds because you will be subject
to taxable gains resulting from transactions in securities by the
underlying funds as well as taxable gains resulting from transactions
in shares of the underlying funds by a portfolio.

. Because the portfolios invest in a broad array of
asset classes, they may not experience the full upside or downside
performance of any particular asset class.

You should know:

An investment in any of the portfolios is not a bank deposit and is not insured
or guaranteed by the FDIC or any other government agency.

Concert Allocation Series -- 2
<PAGE>

Principal risks of investing in fixed income securities and equity securities

The portfolios invest in underlying funds that, in turn, invest in fixed income
securities and equity securities. There are certain risks common to investments
in fixed income securities and equity securities that are set forth below.
Because each portfolio has a different investment strategy, there are also
principal risks that are specific to an investment in a particular portfolio.
These unique risks are described in the portfolio summaries beginning on the
next page.

Fixed Income Securities. Although fixed income securities generally are
considered to be less volatile than stocks, they do fluctuate in price in
response to changes in interest rates and credit quality. You could lose money
on your investment in a portfolio, or a portfolio may not perform as well as
other investments, if:

. Interest rates go up, making prices of fixed income securities and the value
of the portfolio's investment in fixed income funds go down
. The issuer of a security owned by an underlying fund defaults on its
obligation to pay principal and/or interest or has its credit rating
downgraded
. During periods of declining interest rates, the issuer of a security may
have an option to prepay principal earlier than scheduled, which, if
exercised, would force an underlying fund to reinvest in lower yielding
securities. This is known as call or prepayment risk
. During periods of rising interest rates, the average life of certain types
of securities may be extended because of slower than expected principal
payments. This may lock in a below-market interest rate, increase the
security's duration and reduce the value of the security. This is known as
extension risk

Equity Securities. Equity securities, particularly common stocks, have
historically generated higher average returns than fixed income securities but
have also experienced significantly more volatility in those returns. You could
lose money on your investment in a portfolio, or a portfolio may not perform as
well as other investments if:

. Stock prices decline generally
. An adverse event, such as an unfavorable earnings report depresses the
value of a particular issuer's security held by an underlying fund

Concert Allocation Series -- 3
<PAGE>

- --------------------------------------------------------------------------------
HIGH GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
Investment objective

Capital appreciation.

Principal investments

The portfolio may invest in the Smith Barney mutual funds listed below, which
are primarily equity funds.

How the manager selects the portfolio's investments

The manager periodically adjusts the allocation of the portfolio's assets among
different Smith Barney funds depending upon the manager's outlook for the equity
markets in general, particular sectors of such markets and the performance
outlook for the underlying funds. In assessing the equity markets, the manager
considers a broad range of market and economic trends and quantitative factors.
The absolute historical performance and performance relative to the underlying
funds' benchmarks also influence the weighting among funds. The manager tends to
emphasize underlying funds that focus upon smaller cap, higher growth companies.
However, the portfolio can invest in underlying funds that have a range of
investment styles and focuses, including large cap, international, emerging
markets and sector funds. The portfolio may also allocate a portion of its
assets to underlying funds that primarily invest in debt securities.

Target Allocation Target Range
Equity Funds 90% Equity Funds 80-100%
Fixed Income Funds 10% Fixed Income Funds 0-20%

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Underlying Funds and Target Percentage of Portfolio
- ---------------------------------------------------------------------------------------------------------------
<S> <C>
Smith Barney Hansberger Global Small Cap
Smith Barney Aggressive Growth Fund 10-30% Value Fund 0-20%
- ---------------------------------------------------------------------------------------------------------------
International Equity Portfolio 5-25% Smith Barney High Income Fund 0-20%
- ---------------------------------------------------------------------------------------------------------------
Smith Barney Hansberger Global Value
Fund 0-25% Smith Barney Large Cap Blend Fund 0-20%
- ---------------------------------------------------------------------------------------------------------------
Smith Barney Large Capitalization Growth
Smith Barney Small Cap Blend Fund, Inc. 0-25% Fund 0-20%
- ---------------------------------------------------------------------------------------------------------------
Cash Portfolio 0-20% Global Government Bond Portfolio 0-15%
- ---------------------------------------------------------------------------------------------------------------
Concert Peachtree Growth Fund 0-20% International Balanced Portfolio 0-15%
- ---------------------------------------------------------------------------------------------------------------
Emerging Markets Portfolio 0-20% Smith Barney Government Securities Fund 0-15%
- ---------------------------------------------------------------------------------------------------------------
Large Cap Value Fund 0-20% Smith Barney Investment Grade Bond Fund 0-15%
- ---------------------------------------------------------------------------------------------------------------
Smith Barney Appreciation Fund 0-20% Smith Barney Mid Cap Blend Fund 0-15%
- ---------------------------------------------------------------------------------------------------------------
Smith Barney Contrarian Fund 0-20% Smith Barney Small Cap Value Fund 0-15%
- ---------------------------------------------------------------------------------------------------------------
Smith Barney Fundamental Value Fund 0-20% Smith Barney Natural Resources Fund 0-10%
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

Principal risks of investing in the portfolio

Your investment in the portfolio is subject to the risks associated with
investing in equity securities generally. The principal risks associated with
investing in equity securities is described on page 2 above. Your investment in
the portfolio is also subject to the following specific risks:

. Growth stocks or small capitalization stocks fall out of favor with investors
. An underlying fund's investments in foreign securities decline due to adverse
governmental action or political, economic or market instability in a foreign
country or region. These risks are heightened for investments in emerging
markets
. The manager's judgment about the attractiveness and risk adjusted return
potential of particular asset classes, investment styles, underlying funds or
other issues proves to be wrong

Who may want to invest

The portfolio may be an appropriate investment if you:
. Currently have exposure to fixed income investments and less volatile equity
investments and wish to broaden your investment portfolio
. Are willing to accept the risks of the stock market
. Have a long-term time horizon and no need for current income

Concert Allocation Series -- 4
<PAGE>

- --------------------------------------------------------------------------------
HIGH GROWTH PORTFOLIO
- --------------------------------------------------------------------------------

Total return

The bar chart indicates the risks of investing in the portfolio by showing the
performance of the portfolio's Class A shares for each of the past 2 calendar
years. Class B, L and Y shares would have different performance because of their
different expenses.

Past performance does not necessarily indicate how the portfolio will perform in
the future.

Quarterly returns:
Highest: xx% in quarter 199X;
Lowest: xx% in quarter 199X

Year to date: % (through 3/31/99)

Performance information in the chart does not reflect sales charges, which would
reduce your return.

[BAR GRAPH APPEARS HERE]

Total Return for Class A Shares

Calendar years ended December 31,

1997 1998
---- ----

5 5

- --------------------------------------------------------------------------------
Comparative performance

The table assumes the imposition of the maximum sales charge applicable to the
class, redemption of shares at the end of the period, and reinvestment of
distributions and dividends.

The table indicates the risks of investing in the portfolio by comparing the
average annual total return of each class for the periods shown to that of the
S&P 500 Composite Stock Index (S&P 500), a broad-based unmanaged index of widely
held common stocks; the Russell 2000 Index (Russell 2000), a broad-based
unmanaged capitalization weighted index of small capitalization companies; the
Morgan Stanley Capital International EAFE Index (MSCI EAFE), a broad-based
unmanaged index of foreign stocks; and the Salomon Smith Barney High Yield
Market Index (High Yield), a broad-based unmanaged index of high yield
securities.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Average Annual Total Returns (Calendar Years Ended December 31, 1998)
- --------------------------------------------------------------------------------------------------------------------------------
Class A Class B Class L Class Y S&P 500 Russell 2000 MSCI High
EAFE Yield
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year

Since Inception (*) (*) (*) (*)

Inception Date 2/5/96 2/5/96 2/5/96 _/_/98 n/a n/a n/a n/a

(*) Index comparison begins on February 29, 1996.
</TABLE>

- --------------------------------------------------------------------------------
Fees and expenses

The table sets forth the fees and expenses you will pay if you invest in shares
of the portfolio.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Shareholder fees (paid directly from your investment) Class A Class B Class L Class Y
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Maximum sales charge on purchases (as a % of offering price) 5.00% None 1.00% None

Maximum deferred sales charge on redemptions (as a % of the None(*) 5.00% 1.00% None
lower of net asset value at purchase or redemption)

Annual fund operating expenses (paid by the portfolio as a % of net assets)

Management fee 0.35% 0.35% 0.35% 0.35%
Distribution and service (12b-1) fees 0.25% 1.00% 1.00% None
Other expenses None None None None
Total annual fund operating expenses 0.60% 1.35% 1.35% 0.35%
===== ===== ===== =====
</TABLE>

(*) You may buy Class A shares in amounts of $500,000 or more at net asset value
(without an initial charge) but if you redeem those shares within 12 months of
purchase you will pay a deferred sales charge of 1.00%.

- --------------------------------------------------------------------------------
Example

The example helps you compare the costs of investing in the portfolio with other
mutual funds. Your actual costs may be higher or lower.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Number of years you own your shares 1 year(*) 3 years(*) 5 years(*) 10 years(*)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A (with or without redemption) $ $ $ $

Class B (assuming redemption at end of period) $ $ $ $

Class B (assuming $ $ $ $

Class L (assuming redemption at end of period) $ $ $ $

Class L (assuming no redemption) $ $ $ $

Class Y (with or without redemption) $ $ $ $
</TABLE>

(*) The example assumes: . You invest $10,000 for the period shown
. Your investment has a 5% return each year
. You reinvest all distributions and dividends
without a sales charge
. The portfolio's operating expenses remain the same

Concert Allocation Series -- 5
<PAGE>

- --------------------------------------------------------------------------------
GROWTH PORTFOLIO
- --------------------------------------------------------------------------------

Investment objective

Long-term growth of capital.

Principal investments

The portfolio may invest in the Smith Barney mutual funds listed below, which
are primarily equity funds.

How the manager selects the portfolio's investments

The manager periodically adjusts the allocation of the portfolio's assets among
different Smith Barney funds depending upon the manager's outlook for the equity
markets in general, particular sectors of such markets and the performance
outlook for the underlying funds. In assessing the equity markets, the manager
considers a broad range of market and economic trends and quantitative factors.
The absolute historical performance and performance relative to the underlying
funds' benchmarks also influence the weighting among funds. The manager tends to
emphasize underlying funds that focus upon larger capitalization companies.
However, the portfolio can invest in underlying funds that have a range of
investment styles and focuses, including small cap, international and sector
funds. The portfolio may also allocate a significant portion of its assets to
underlying funds that primarily invest in a broad range of debt securities to
help reduce volatility.

Target Allocation Target Range
Equity Funds 70% Equity Funds 60-80%
Fixed Income Funds 30% Fixed Income Funds 20-40%

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Underlying Funds and Target Percentage of Portfolio
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Smith Barney Appreciation Fund Inc. 0-30% Smith Barney Small Cap Blend Fund, Inc. 0-20%
-------------------------------------------------------------------------------------------------------------
Smith Barney Contrarian Fund 0-30% Global Government Bond Portfolio 0-15%
-------------------------------------------------------------------------------------------------------------
Smith Barney Fundamental Value Fund 0-30% Short-Term High Grade Bond Fund 0-15%
-------------------------------------------------------------------------------------------------------------
Smith Barney High Income Fund 5-20% Smith Barney Aggressive Growth Fund 0-15%
-------------------------------------------------------------------------------------------------------------
Cash Portfolio 0-20% Smith Barney Investment Grade Bond Fund 0-15%
-------------------------------------------------------------------------------------------------------------
Concert Peachtree Growth Fund 0-20% Smith Barney Managed Governments Fund 0-15%
-------------------------------------------------------------------------------------------------------------
International Equity Portfolio 0-20% International Balanced Portfolio 0-15%
-------------------------------------------------------------------------------------------------------------
Large Cap Value Fund 0-20% Smith Barney Hansberger Global Small Cap 0-10%
Value Fund
-------------------------------------------------------------------------------------------------------------
Smith Barney Government Securities Fund 0-20% Smith Barney Mid Cap Blend Fund 0-10%
-------------------------------------------------------------------------------------------------------------
Smith Barney Hansberger Global Value Fund 0-20% Smith Barney Natural Resources Fund 0-10%
-------------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Blend Fund 0-20% Smith Barney Small Cap Value Fund 0-10%
-------------------------------------------------------------------------------------------------------------
Smith Barney Large Capitalization Growth 0-20%
Fund
-------------------------------------------------------------------------------------------------------------
</TABLE>

Principal risks of investing in the portfolio

. An underlying fund's investments in foreign securities decline due to
adverse governmental action or political, economic or market instability
in a foreign country or region.

. The manager's judgment about the attractiveness and risk adjusted return
potential of particular asset classes, investment styles, underlying
funds or other issues proves to be wrong

Who may want to invest

The portfolio may be an appropriate investment if you:

. Are seeking growth of capital

. Are willing to accept the risks of the stock market with a greater
exposure to fixed income securities than the High Growth Portfolio

. Have a long-term time horizon and no need for current income

Concert Allocation Series -- 6
<PAGE>

- --------------------------------------------------------------------------------
GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
Total return

Past performance does not necessarily indicate how the portfolio will perform in
the future.

Quarterly returns:
Highest: xx% in quarter 199X;
Lowest: xx% in quarter 199X

Year to date: % (through 3/31/99)

Performance information in the chart does not reflect sales charges, which would
reduce your return.

[BAR GRAPH APPEARS HERE]

Total Return for Class A Shares

Calendar years ended December 31,

1997 1998
---- ----

5 5

- --------------------------------------------------------------------------------
Comparative performance

The table assumes the imposition of the maximum sales charge applicable to the
class, redemption of shares at the end of the period, and reinvestment of
distributions and dividends.

The table indicates the risks of investing in the portfolio by comparing the
average annual total return of each class for the periods shown to that of the
S&P 500 Composite Stock Index (S&P 500), a broad-based unmanaged index of widely
held common stocks; the Russell 2000 Index (Russell 2000), a broad-based
unmanaged capitalization weighted index of small capitalization companies; the
Morgan Stanley Capital International EAFE Index (MSCI EAFE), a broad-based
unmanaged index of foreign stocks; and the Lehman Government/Corporate Bond
Index (Lehman), a broad-based index of fixed income securities.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Average Annual Total Returns (Calendar Years Ended December 31, 1998)
- -------------------------------------------------------------------------------------------------------------------------
Class A Class B Class L Class Y S&P 500 Russell 2000 MSCI EAFE Lehman
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year

Since Inception (*) (*) (*) (*)

Inception Date 2/5/96 2/5/96 2/5/96 _/_/98 n/a n/a n/a n/a
</TABLE>

(*) Index comparison begins on February 29, 1996.

- --------------------------------------------------------------------------------
Fees and expenses

The table sets forth the fees and expenses you will pay if you invest in shares
of the portfolio.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Shareholder fees (paid directly from your investment) Class A Class B Class L Class Y
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Maximum sales charge on purchases (as a % of offering price) 5.00% None 1.00% None

Maximum deferred sales charge on redemptions (as a % of the None(*) 5.00% 1.00% None
lower of net asset value at purchase or redemption)

Annual fund operating expenses (paid by the portfolio as a % of net assets)

Management fee 0.35% 0.35% 0.35% 0.35%

Distribution and service (12b-1) fees 0.25% 1.00% 1.00% None

Other expenses None None None None

Total annual fund operating expenses 0.60% 1.35% 1.35% 0.35%
===== ===== ===== =====
</TABLE>

(*)You may buy Class A shares in amounts of $500,000 or more at net asset value
(without an initial charge) but if you redeem those shares within 12 months of
purchase you will pay a deferred sales charge of 1.00%.

- --------------------------------------------------------------------------------
Example

The example helps you compare the costs of investing in the portfolio with other
mutual funds. Your actual costs may be higher or lower.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Number of years you own your shares 1 year(*) 3 years(*) 5 years(*) 10 years(*)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A (with or without redemption) $ $ $ $
Class B (assuming redemption at end of period) $ $ $ $
Class B (assuming no redemption) $ $ $ $
Class L (assuming redemption at end of period) $ $ $ $
Class L (assuming no redemption) $ $ $ $
Class Y (with or without redemption) $ $ $ $
</TABLE>

Concert Allocation Series -- 7
<PAGE>

- --------------------------------------------------------------------------------
GLOBAL PORTFOLIO
- --------------------------------------------------------------------------------

Investment objective

Capital appreciation.

Principal investments

The portfolio may invest in the Smith Barney global, international and U.S.
equity funds listed below.

How the manager selects the portfolio's investments

The manager periodically adjusts the allocation of the portfolio's assets among
different Smith Barney funds depending upon the manager's outlook for the equity
markets in general, particular sectors of such markets and the performance
outlook for the underlying funds. In assessing the equity markets, the manager
considers the relative outlook for domestic and international equity markets, a
broad range of market and economic trends and quantitative factors. The absolute
historical performance and performance relative to the underlying funds'
benchmarks also influence the weighting among funds. The manager tends to
emphasize a mix of underlying funds that together reflect a broad range of U.S.
and international equity investments. The portfolio can invest in underlying
funds that have a range of investment styles and focuses. Under normal market
conditions, the portfolio allocates all of its assets to funds that invest
primarily in equity securities.

Target Allocation Target Range
Equity Funds 100% Equity Funds 80-100%
Fixed Income Funds 0-20%

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Underlying Funds and Target Percentage of Portfolio
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Smith Barney Hansberger Global Value 15-35% Smith Barney Small Cap Blend Fund, Inc. 0-20%
Fund
------------------------------------------------------------------------------------------------------------
International Equity Portfolio 10-35% Smith Barney Special Equities Fund 0-20%
------------------------------------------------------------------------------------------------------------
Smith Barney Hansberger Global Small 5-20% European Portfolio 0-15%
Cap Value Fund
------------------------------------------------------------------------------------------------------------
Cash Portfolio 0-20% Pacific Portfolio 0-15%
------------------------------------------------------------------------------------------------------------
Concert Peachtree Growth Fund 0-20% Smith Barney Mid Cap Blend Fund 0-15%
------------------------------------------------------------------------------------------------------------
Emerging Markets Portfolio 0-20% Smith Barney Natural Resources Fund Inc. 0-15%
------------------------------------------------------------------------------------------------------------
Large Cap Value Fund 0-20% Smith Barney Small Cap Value Fund 0-15%
------------------------------------------------------------------------------------------------------------
Smith Barney Aggressive Growth Fund 0-20% Smith Barney Appreciation Fund Inc. 0-10%
------------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Blend Fund 0-20% Smith Barney Contrarian Fund 0-10%
------------------------------------------------------------------------------------------------------------
Smith Barney Large Capitalization 0-20% Smith Barney Fundamental Value Fund Inc. 0-10%
Growth Fund
------------------------------------------------------------------------------------------------------------
</TABLE>

Principal risks of investing in the portfolio

Your investment in the portfolio is subject to the risks associated with
investing in equity securities generally. The principal risks associaed wtih
investing in these securities is described on page 2 above. Your investment in
the portfolio is also subjecgt to the following specific risks:

. An underlying fund's investments in foreign securities decline due to
adverse governmental action or political, economic or market instability
in a foreign country or region. These risks are heightened for
investments in emerging markets

. The manager's judgment about the attractiveness and risk adjusted return
potential of particular asset classes, investment styles, underlying
funds or other issues proves to be wrong

Who may want to invest

The portfolio may be an appropriate investment if you:

. Are an aggressive investor seeking capital appreciation

. Currently have exposure to fixed income investments and less volatile
equity investments and wish to broaden your investment portfolio
. Are willing to accept the risks of the stock market and the special risks

of investing in foreign securities, including those of emerging markets

. Have a long-term time horizon and no need for current income

Concert Allocation Series -- 8
<PAGE>

- --------------------------------------------------------------------------------
GLOBAL PORTFOLIO
- --------------------------------------------------------------------------------
Performance

The portfolio's total return will vary from year to year, and its performance
will vary compared with that of broad-based, unmanaged international stock
indices. Although variations in the portfolio's performance are an indication of
the risks of investing in the portfolio, past performance does not necessarily
indicate how the portfolio will perform in the future.

- --------------------------------------------------------------------------------
Fees and expenses

The table sets forth the fees and expenses you will pay if you invest in shares
of the portfolio.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Shareholder fees (paid directly from your investment) Class A Class B Class L Class Y
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Maximum sales charge on purchases (as a % of offering price) 5.00% None 1.00% None

Maximum deferred sales charge on redemptions (as a % of the None(*) 5.00% 1.00% None
lower of net asset value at purchase or redemption)

Annual fund operating expenses (paid by the portfolio as a % of net assets)

Management fee 0.35% 0.35% 0.35% 0.35%

Distribution and service (12b-1) fees 0.25% 1.00% 1.00% None

Other expenses None None None None

Total annual fund operating expenses 0.60% 1.35% 1.35% 0.35%
===== ===== ===== =====
</TABLE>

- --------------------------------------------------------------------------------
Example

The example helps you compare the costs of investing in the portfolio with other
mutual funds. Your actual costs may be higher or lower.

Class B (assuming redemption at end of period) $ $ $ $

Class B (assuming no redemption) $ $ $ $

Class L (assuming redemption at end of period) $ $ $ $

Class L (assuming no redemption) $ $ $ $

Class Y (with or without redemption) $ $ $ $
</TABLE>

Concert Allocation Series -- 9
<PAGE>

- --------------------------------------------------------------------------------
BALANCED PORTFOLIO
- --------------------------------------------------------------------------------

Investment objective

Balance of growth of capital and income.

Principal investments

The portfolio may invest in the Smith Barney equity and fixed income funds
listed below.

How the manager selects the portfolio's investments

The manager periodically adjusts the allocation of the portfolio's assets among
different Smith Barney funds depending upon the manager's outlook for the equity
and bond markets in general, particular sectors of such markets and the
performance outlook for the underlying funds. In assessing the equity and bond
markets, the manager considers a broad range of market and economic trends and
quantitative factors. The absolute historical performance and performance
relative to the underlying fund's benchmark also influence the weighting among
funds. In selecting equity funds, the manager tends to emphasize underlying
funds that focus upon established large- capitalization U.S. stocks. The
portfolio's fixed income funds mainly invest in U.S. government and agency
securities and mortgage-backed securities. However, the portfolio can invest in
underlying funds that have a range of investment styles and focuses.

Target Allocation Target Range
Equity Funds 50% Equity Funds 40-60%
Fixed Income Funds 50% Fixed Income Funds 40-60%

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Underlying Funds and Target Percentage of Portfolio
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Smith Barney Diversified Strategic Income 5-25% Concert Peachtree Growth Fund 0-15%
Fund
- ---------------------------------------------------------------------------------------------------------------
Large Cap Value Fund 5-20% Global Government Bond Portfolio 0-15%
- ---------------------------------------------------------------------------------------------------------------
Smith Barney Convertible Fund 5-20% International Equity Portfolio 0-15%
- ---------------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Blend Fund 5-20% Smith Barney Contrarian Fund 0-15%
- ---------------------------------------------------------------------------------------------------------------
Smith Barney Managed Governments Fund 5-20% Smith Barney Hansberger Global Value 0-15%
Fund
- ---------------------------------------------------------------------------------------------------------------
Smith Barney Premium Total Return Fund 5-20% Smith Barney High Income Fund 0-15%
- ---------------------------------------------------------------------------------------------------------------
Cash Portfolio 0-25% Smith Barney Large Capitalization Growth 0-15%
Fund
- ---------------------------------------------------------------------------------------------------------------
Short-Term High Grade Bond Fund 0-20% Smith Barney Small Cap Blend Fund, Inc. 0-15%
- ---------------------------------------------------------------------------------------------------------------
Smith Barney Appreciation Fund Inc. 0-20% International Balanced Portfolio 0-10%
- ---------------------------------------------------------------------------------------------------------------
Smith Barney Fundamental Value Fund Inc. 0-20% Smith Barney Natural Resources Fund Inc. 0-10%
- ---------------------------------------------------------------------------------------------------------------
Smith Barney Government Securities Fund 0-20%
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
Principal risks of investing in the portfolio

Your investment in the portfolio is subject to the risks associated with
investing in both fixed income securities and equity securities generally. The
principal risks associated with investing these securities is described on page
2 above. Your investment in the portfolio is also subject to the following
specific risks:

. The manager's judgment about the attractiveness and risk adjusted return
potential of particular asset classes, investment styles, underlying
funds or other issues proves to be wrong

Who may want to invest

The portfolio may be an appropriate investment if you:

. Are willing to sacrifice some growth potential for less volatility

. Are willing to accept the risks of the stock market

. Have a long-term time horizon

Concert Allocation Series -- 10
<PAGE>

- --------------------------------------------------------------------------------
BALANCED PORTFOLIO
- --------------------------------------------------------------------------------
Total return

Past performance does not necessarily indicate how the portfolio will perform in
the future.

Quarterly returns:
Highest: xx% in quarter 199X;
Lowest: xx% in quarter 199X

Year to date: % (through 3/31/99)

Performance information in the chart does not reflect sales charges, which would
reduce your return.

[BAR GRAPH APPEARS HERE]

Total Return for Class A Shares

Calendar years ended December 31,

1997 1998
---- ----

5 5

- --------------------------------------------------------------------------------
Comparative performance

The table assumes the imposition of the maximum sales charge applicable to the
class, redemption of shares at the end of the period, and reinvestment of
distributions and dividends.

The table indicates the risks of investing in the portfolio by comparing the
average annual total return of each class for the periods shown to that of the
S&P 500 Composite Stock Index (S&P 500), a broad-based unmanaged index of widely
held common stocks; the Lehman Government/Corporate Bond Index (Lehman
Gov/Corp), a broad-based unmanaged index of fixed income securities; the Salomon
Smith Barney One-Year Treasury Bill Index (T-bill), consisting of one 1-Year
U.S. Treasury bill whose return is tracked until maturity; and the Salomon Smith
Barney World Government Bond Index (World Bond), a broad-based unmanaged index
of international fixed income securities.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Average Annual Total Returns (Calendar Years Ended December 31, 1998)
- ---------------------------------------------------------------------------------------------------------------------------
Class A Class B Class L Class Y S&P 500 Lehman T-bill World Bond
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year

Since Inception (*) (*) (*) (*)

Inception Date 2/5/96 2/5/96 2/5/96 __/__/98 n/a n/a n/a n/a
</TABLE>
(*) Index comparison begins on February 29, 1996.

- --------------------------------------------------------------------------------
Fees and expenses

The table sets forth the fees and expenses you will pay if you invest in shares
of the portfolio.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Shareholder fees (paid directly from your investment) Class A Class B Class L Class Y
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Maximum sales charge on purchases (as a % of offering price) 5.00% None 1.00% None

Maximum deferred sales charge on redemptions (as a % of the None(*) 5.00% 1.00% None
lower of net asset value at purchase or redemption)

Annual fund operating expenses (paid by the portfolio as a % of net assets)

Management fee 0.35% 0.35% 0.35% 0.35%

Distribution and service (12b-1) fee 0.25% 1.00% 1.00% None

Other expenses None None None None

Total annual fund operating expenses 0.60% 1.35% 1.35% 0.35%
===== ===== ===== =====
</TABLE>

- --------------------------------------------------------------------------------
Example

The example helps you compare the costs of investing in the portfolio with other
mutual funds. Your actual costs may be higher or lower.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Number of years you own your shares 1 year(*) 3 years(*) 5 years(*) 10 years(*)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A (with or without redemption) $ $ $ $
Class B (assuming redemption at end of period) $ $ $ $
Class B (assuming no redemption) $ $ $ $
Class L (assuming redemption at end of period) $ $ $ $
Class L (assuming no redemption) $ $ $ $
Class Y (with or without redemption) $ $ $ $
</TABLE>

Concert Allocation Series -- 11
<PAGE>

- --------------------------------------------------------------------------------
CONSERVATIVE PORTFOLIO
- --------------------------------------------------------------------------------

Investment objective

Primary: Income.
Secondary: Long-term growth of capital.

Principal investments

The portfolio invests primarily in Smith Barney funds that focus on taxable
fixed income mutual funds. The portfolio also invests in stock funds invested
primarily in U.S. large capitalization stocks.

How the manager selects the portfolio's investments

The manager periodically adjusts the allocation of the portfolio's assets among
different Smith Barney funds depending upon the manager's outlook for the
different sectors of the bond market and, to lesser degree, the equities
markets. In assessing the bond markets, the manager considers a broad range of
economic trends and quantitative factors. The absolute historical performance
and performance relative to the underlying funds' benchmarks influence the
weighting among funds. The portfolio's fixed income funds mainly invest in U.S.
government and agency securities and mortgage-backed securities. In selecting
equity funds, the manager tends to emphasize underlying funds that focus upon
large capitalization stocks. However, the portfolio can invest in underlying
funds that have a range of investment styles and focuses.

Target Allocation Target Range
Equity Funds 30% Equity Funds 20-40%
Fixed Income Funds 70% Fixed Income Funds 60-80%

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Underlying Funds and Target Percentage of Portfolio
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Smith Barney Diversified Strategic Income 10-30% Short-Term High Grade Bond Fund 0-20%
Fund
- ------------------------------------------------------------------------------------------------------------
Smith Barney Managed Governments Fund 5-25% Smith Barney High Income Fund 0-20%
Inc.
- ------------------------------------------------------------------------------------------------------------
Smith Barney Premium Total Return Fund 5-25% Smith Barney Appreciation Fund Inc. 0-15%
- ------------------------------------------------------------------------------------------------------------
Smith Barney Government Securities Fund 5-20% Smith Barney Fundamental Value Fund 0-15%
Inc.
- ------------------------------------------------------------------------------------------------------------
Smith Barney Convertible Fund 5-15% International Balanced Portfolio 0-10%
- ------------------------------------------------------------------------------------------------------------
Cash Portfolio 0-30% International Equity Portfolio 0-10%
- ------------------------------------------------------------------------------------------------------------
Global Government Bond Portfolio 0-20% Smith Barney Hansberger Global Value 0-10%
Fund
- ------------------------------------------------------------------------------------------------------------
Large Cap Value Fund 0-20%
- ------------------------------------------------------------------------------------------------------------
</TABLE>

Principal risks of investing in the portfolio

Your investment in the portfolio is subject to the risks associated with
investing in fixed income securities and, to a lesser degree, equity securities
generally. The principal risks associated with investing these securities is
described on page 2 above. Your investment in the portfolio is also subjecgt to
the following specific risks:

. The manager's judgment about the attractiveness and risk adjusted return
potential of particular asset classes, investment styles, underlying funds
or other issues proves to be wrong

Who may want to invest

The portfolio may be an appropriate investment if you:

. Are seeking income, but also some long-term growth of capital to help
offset the loss of purchasing power due to inflation

. Are a conservative investor willing to sacrifice some growth potential in
exchange for less (but not zero) volatility

Concert Allocation Series -- 12
<PAGE>

- --------------------------------------------------------------------------------
CONSERVATIVE PORTFOLIO
- --------------------------------------------------------------------------------
Total return

Past performance does not necessarily indicate how the portfolio will perform in
the future.

Quarterly returns:
Highest: xx% in quarter 199X;
Lowest: xx% in quarter 199X

Year to date: % (through 3/31/99)

Performance information in the chart does not reflect sales charges, which would
reduce your return.

[BAR GRAPH APPEARS HERE]

Total Return for Class A Shares

Calendar years ended December 31,

1997 1998
---- ----

5 5

- --------------------------------------------------------------------------------
Comparative performance

The table assumes the imposition of the maximum sales charge applicable to the
class, redemption of shares at the end of the period, and reinvestment of
distributions and dividends.

The table indicates the risks of investing in the portfolio by comparing the
average annual total return of each class for the periods shown to that of the
S&P 500 Composite Stock Index (S&P 500), a broad-based unmanaged index of widely
held common stocks; the Lehman Government/Corporate Bond Index (Lehman), a
broad-based unmanaged index of fixed income securities; Salomon Smith Barney
High Yield Market Index (High Yield), a broad-based unmanaged index of high
yield securities and the Salomon Smith Barney One-Year Treasury Bill Index
(T-bill), consisting of one 1-Year U.S. Treasury bill whose return is tracked
until maturity.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Average Annual Total Returns (Calendar Years Ended December 31, 1998)
- ----------------------------------------------------------------------------------------------------------------------------
Class A Class B Class L Class Y S&P 500 Lehman Corp/Gov High Yield T-bill
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year
Since Inception (*) (*) (*) (*)
Inception Date 2/5/96 2/5/96 2/5/96 __/__/98 n/a n/a n/a n/a
</TABLE>

(*) Index comparison begins on February 29, 1996.

- --------------------------------------------------------------------------------
Fees and expenses

The table sets forth the fees and expenses you will pay if you invest in shares
of the portfolio.

Maximum deferred sales charge on redemptions (as a % of the None(*) 4.50% 1.00% None
lower of net asset value at purchase or redemption)

Annual fund operating expenses (paid by the portfolio as a % of net assets)

Management fee 0.35% 0.35% 0.35% 0.35%

Distribution and service (12b-1) fee 0.25% 0.75% 0.70% None

Other expenses None None None None

Total annual fund operating expenses 0.60% 1.10% 1.05% 0.35%
===== ===== ===== =====
</TABLE>

- --------------------------------------------------------------------------------
Example

The example helps you compare the costs of investing in the portfolio with other
mutual funds. Your actual costs may be higher or lower.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Number of years you own your shares 1 year(*) 3 years(*) 5 years(*) 10 years(*)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A (with or without redemption) $ $ $ $
Class B (assuming redemption at end of period) $ $ $ $
Class B (assuming no redemption) $ $ $ $
Class L (assuming redemption at end of period) $ $ $ $
Class L (assuming no redemption) $ $ $ $
Class Y (with or without redemption) $ $ $ $
</TABLE>

Concert Allocation Series -- 13
<PAGE>

- --------------------------------------------------------------------------------
INCOME PORTFOLIO
- --------------------------------------------------------------------------------

Investment objective

High current income.

Principal investments

The portfolio invests primarily in the Smith Barney funds listed below that
focus on taxable fixed income securities.

How the manager selects the portfolio's investments

The manager periodically adjusts the allocation of the portfolio's assets among
different Smith Barney funds depending upon the manager's outlook for the
different sectors of the bond market and, to lesser degree, the equities
markets. In assessing the bond markets, the manager considers a broad range of
economic trends and quantitative factors. The absolute historical performance
and performance relative to the underlying funds' benchmarks influence the
weighting among funds. The portfolio focuses on funds that invest in a broad
range of fixed income securities. The portfolio may also allocate a portion of
its assets to underlying funds that primarily invest in equity securities.

Target Allocation Target Range
Equity Funds 10% Equity Funds 0-20%
Fixed Income Funds 90% Fixed Income Funds 80-100%

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
Underlying Funds and Target Percentage of Portfolio
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Smith Barney Diversified Strategic Income 10-30% Smith Barney Convertible Fund 0-15%
Fund
--------------------------------------------------------------------------------------------------------
Short-Term High Grade Bond Fund 5-30% Smith Barney Investment Grade Bond 0-15%
Fund
--------------------------------------------------------------------------------------------------------
Smith Barney Managed Governments Fund 5-30% Smith Barney Premium Total Return 0-15%
Inc. Fund
--------------------------------------------------------------------------------------------------------
Smith Barney Government Securities Fund 5-20% International Balanced Portfolio 0-10%
--------------------------------------------------------------------------------------------------------
Cash Portfolio 0-30% International Equity Portfolio 0-10%
--------------------------------------------------------------------------------------------------------
Smith Barney High Income Fund 0-25% Smith Barney Appreciation Fund Inc. 0-10%
--------------------------------------------------------------------------------------------------------
Global Government Bond Portfolio 0-20% Smith Barney Fundamental Value 0-10%
Fund Inc.
--------------------------------------------------------------------------------------------------------
Large Cap Value Fund 0-15%
--------------------------------------------------------------------------------------------------------
</TABLE>

Principal risks of investing in the portfolio

. The manager's judgment about the attractiveness and risk adjusted return
potential of particular asset classes, investment styles, underlying
funds or other issues proves to be wrong

Who may want to invest

The portfolio may be an appropriate investment if you:

. Are seeking current income
. Are a conservative investor willing to sacrifice growth potential for
less (but not zero) volatility

Concert Allocation Series -- 14
<PAGE>

- --------------------------------------------------------------------------------
INCOME PORTFOLIO
- --------------------------------------------------------------------------------
Total return

Past performance does not necessarily indicate how the portfolio will perform in
the future.

Quarterly returns:
Highest: xx% in quarter 199X;
Lowest: xx% in quarter 199X

Year to date: % (through 3/31/99)

Performance information in the chart does not reflect sales charges, which would
reduce your return.

[BAR GRAPH APPEARS HERE]

Total Return for Class A Shares

Calendar years ended December 31,

1997 1998
---- ----

5 5

- --------------------------------------------------------------------------------
Comparative performance

The table assumes the imposition of the maximum sales charge applicable to the
class, redemption of shares at the end of the period, and reinvestment of
distributions and dividends.

The table indicates the risks of investing in the portfolio by comparing the
average annual total return of each class for the periods shown to that of the
S&P 500 Composite Stock Index (S&P 500), a broad-based unmanaged index of widely
held common stocks; the Lehman Government/Corporate Bond Index (Lehman), a
broad-based unmanaged index of fixed income securities; Salomon Smith Barney
High Yield Market Index (High Yield), a broad-based unmanaged index of high
yield securities and the Salomon Smith Barney One-Year Treasury Bill Index
(T-bill), consisting of one 1-Year U.S. Treasury bill whose return is tracked
until maturity.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Average Annual Total Returns (Calendar Years Ended December 31, 1998)
- -----------------------------------------------------------------------------------------------------------------------------
Class A Class B Class L Class Y S&P 500 Lehman High Yield T-bill
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year
Since Inception (*) (*) (*) (*)
Inception Date 2/5/96 2/5/96 2/5/96 __/__/9 n/a n/a n/a n/a
</TABLE>

(*) Index comparison begins on February 5, 1996.

- --------------------------------------------------------------------------------
Fees and expenses

The table sets forth the fees and expenses you will pay if you invest in shares
of the portfolio.

Maximum deferred sales charge on redemptions (as a % of the None(*) 4.50% 1.00% None
lower of net asset value at purchase or redemption)

Annual fund operating expenses (paid by the portfolio as a % of net assets)
Management fee 0.35% 0.35% 0.35% 0.35%

Distribution and service (12b-1) fee 0.25% 0.75% 0.70% None

Other expenses None None None None

Total annual fund operating expenses 0.60% 1.10% 1.05% 0.35%
===== ===== ===== =====
</TABLE>

- --------------------------------------------------------------------------------
Example

The example helps you compare the costs of investing in the portfolio with other
mutual funds. Your actual costs may be higher or lower.

Concert Allocation Series -- 15
<PAGE>

- --------------------------------------------------------------------------------
MORE ON THE PORTFOLIOS' INVESTMENTS
- --------------------------------------------------------------------------------

Underlying funds

The following is a description of the investment objectives and principal
investments of the underlying funds in which the portfolios invest.

The underlying funds that invest primarily in equity securities are:

Smith Barney Aggressive Growth Fund Inc. seeks capital appreciation by
investing primarily in common stocks of companies the adviser believes are
experiencing, or have the potential to experience, growth in earnings that
exceed the average earnings growth rate of companies whose securities are
included in the Standard & Poor's 500 Index.

Smith Barney Appreciation Fund Inc. seeks long-term appreciation of
shareholder capital by investing primarily in equity securities of U.S.
companies. The core holdings of the fund are blue chip companies that are
dominant in their industries.

Smith Barney Fundamental Value Fund Inc.'s investment objective is
long-term capital growth. Current income is a secondary objective. The fund
seeks to achieve its primary objective by investing in a diversified portfolio
of common stocks and common stock equivalents and, to a lesser extent, in bonds
and other debt instruments.

Smith Barney Contrarian Fund's investment objective is long-term growth of
capital. The fund attempts to achieve its objective by investing primarily in
currently price depressed, undervalued or out of favor common stock and other
securities, including debt securities that are convertible into common stock.

Large Cap Value Fund seeks current income and long-term growth of capital.
The fund invests primarily in common stocks of companies having a market
capitalization of at least $5 billion that are considered by its adviser (i) to
be undervalued by the marketplace, (ii) to offer potential opportunities not yet
recognized by the marketplace, or (iii) to have been out of favor in the
marketplace but that are poised to turn around because of a new management team,
product or business strategy.

Smith Barney Large Cap Blend Fund seeks long-term capital growth by
investing primarily in common stocks and other equity securities of large
capitalization companies with market capitalizations greater than $5 billion at
the time of investment that exhibit growth and/or value attributes.

Smith Barney Large Capitalization Growth Fund seeks long-term growth of
capital by investing in equity securities of large capitalization companies with
market capitalizations greater than $5 billion at the time of investment that
are believed to afford attractive opportunities for investment growth.

Smith Barney Mid Cap Blend Fund seeks long-term growth of capital by
investing primarily in equity securities of medium-sized companies whose market
capitalizations are no greater than the market capitalizations of companies in
the S&P MidCap Index at the time of investment.

Concert Peachtree Growth Fund's investment objective is capital
appreciation by investing in securities believed to have above average potential
for capital appreciation. In attempting to achieve the fund's investment
objective, the fund uses a disciplined approach to identify equity securities of
companies having prospects of strong, sustainable earnings growth and that are
believed to afford attractive opportunities for stock price appreciation.

Smith Barney Small Cap Blend Fund, Inc. seeks long-term capital
appreciation by investing primarily in the common stocks of U.S. companies with
relatively small market capitalizations at the time of investment.

Concert Allocation Series -- 16
<PAGE>

Smith Barney Small Cap Value Fund seeks long-term growth of capital by
investing primarily in equity securities of smaller capitalized companies whose
market capitalizations are no greater than the market capitalization of
companies in the Russell 2000 Value Index at the time of investment.

Smith Barney Natural Resources Fund Inc. seeks long-term capital
appreciation by investing primarily in equity and debt securities of issuers in
a variety of natural resources industries.

Smith Barney Premium Total Return Fund seeks to provide shareholders with
total return, consisting of long-term capital appreciation and income, by
investing primarily in a diversified portfolio of dividend-paying common stocks.

Smith Barney 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 its advisers, are undervalued. Income
is an incidental consideration.

Smith Barney Hansberger Global Small Cap Value Fund seeks long-term capital
growth by investing primarily in equity securities of U.S. and foreign issuers
with relatively small market capitalizations which, in the opinion of its
advisers, are undervalued. Income is an incidental consideration.

Emerging Markets Portfolio seeks long-term capital appreciation through a
portfolio invested primarily in securities of emerging country issuers.

International Equity Portfolio seeks total return on its assets from growth
of capital and income. The fund invests primarily in a diversified portfolio of
equity securities of foreign companies including exchange traded and
over-the-counter common stocks and preferred shares, debt securities convertible
into equity securities and rights and warrants relating to equity securities.

European Portfolio seeks long-term capital appreciation by investing
primarily in the equity securities of issuers based in European countries
including countries located in Western Europe (e.g., France, Germany, Italy, the
Netherlands, Switzerland and the United Kingdom) and Eastern Europe (e.g., Czech
Republic, Hungary, Poland and the countries of the former Soviet Union).

Pacific Portfolio seeks long-term capital appreciation by investing
primarily in equity securities of companies in Australia, Hong Kong, India,
Indonesia, Japan, Malaysia, New Zealand, Pakistan, Papua New Guinea, the
People's Republic of China, the Philippines, Singapore, South Korea, Sri Lanka,
Taiwan and Thailand.

The underlying funds that invest primarily in fixed income securities are:

Smith Barney High Income Fund seeks to provide shareholders with high
current income. Although growth of capital is not an investment objective of the
fund, its adviser may consider potential for growth as one factor, among others,
in selecting investments for the fund. The fund will seek high current income by
investing in high risk, high-yielding corporate bonds, debentures and notes
denominated in U.S. dollars or foreign currencies.

Smith Barney Investment Grade Bond Fund seeks to provide as high a level of
current income as is consistent with prudent investment management and
preservation of capital. The fund invests primarily in a portfolio of investment
grade bonds.

Concert Allocation Series -- 17
<PAGE>

Smith Barney Government Securities Fund seeks high current return by
investing in obligations of, or securities guaranteed by, the U.S. government,
its agencies or instrumentalities (including, without limitation, treasury bills
and bonds, mortgage participation certificates issued by the Federal Home Loan
Mortgage Corporation ("FHLMC") and mortgage-backed securities issued by the
Government National Mortgage Association ("GNMA").

Short-Term High Grade Bond Fund seeks current income, preservation of
capital and liquidity. The fund seeks to achieve its objective by investing its
assets in corporate debt securities, bank obligations and securities issued by
the U.S. Government and its agencies and instrumentalities.

Smith Barney Managed Governments Fund Inc. seeks high current income
consistent with liquidity and safety of capital. The fund invests substantially
all of its assets in U.S. government securities. The fund's portfolio consists
primarily of mortgage-backed securities issued or guaranteed by GNMA, the
Federal National Mortgage Association ("FNMA") and FHLMC.

Smith Barney Diversified Strategic Income Fund seeks high current income
primarily through investment in fixed income securities. The fund attempts to
achieve its objective by allocating and reallocating its assets primarily among
various types of fixed-income securities such as: obligations issued or
guaranteed as to principal and interest by the U.S. government; mortgage-related
securities issued by various governmental and non-governmental entities;
domestic and foreign corporate securities; and foreign government securities.

Global Government Bond Portfolio seeks as high a level of current income
and capital appreciation as is consistent with its policy of investing
principally in high quality bonds of the U.S. and foreign governments.

Cash Portfolio is a money market fund that seeks maximum current income and
preservation of capital by investing in high quality U.S. dollar denominated
short-term debt securities.

Smith Barney Convertible Fund seeks current income and capital appreciation
by investing in investment and non-investment grade convertible securities and
in combinations of non-convertible fixed-income securities and warrants or call
options that together resemble convertible securities.

International Balanced Portfolio seeks a competitive total return on assets
from growth of capital and income through a portfolio invested primarily in
securities of established non-U.S. issuers.

Temporary defensive investments all portfolios

Each of the portfolios may depart from its principal investment strategies in
response to adverse market, economic or political conditions by taking temporary
defensive positions in the Cash Portfolio, a series of Smith Barney Money Funds,
Inc., repurchase agreements or cash. If a portfolio takes a temporary defensive
position, it may be unable to achieve its investment objective.

Portfolio turnover all portfolios

Each underlying fund may engage in active and frequent trading to achieve its
principal investment strategies. As a result, an underlying fund may realize and
distribute to a portfolio higher capital gains, which could increase the tax
liability for the portfolio's shareholders. Frequent trading also increases
transaction costs, which could detract from an underlying fund's performance.

Concert Allocation Series -- 18
<PAGE>

Non-diversification

Each portfolio is not diversified, which means that it can invest a higher
percentage of its assets in any one underlying fund than a diversified
portfolio. Being non-diversified may magnify a portfolio's losses from adverse
events affecting a particular underlying fund.

Changes in allocations

The underlying funds in which the portfolios may invest, and the range of assets
allocated to each fund, may be changed by the board of directors from time to
time. Similarly, the target allocation between equity and fixed income oriented
investments may be adjusted from time to time. If the target limits for
investment in a particular fund are exceeded because of changes in the market
value of the shares of the underlying funds, the investment manager may but is
not required to adjust the portfolio's holdings.

High yield securities

Certain of the underlying funds can invest all or a portion of their assets in
high yield securities. High yield securities involve a substantial risk of loss.
These securities are considered speculative with respect to the issuer's ability
to pay interest and principal and are susceptible to default or decline in
market value because of adverse economic and business developments. The market
values for high yield securities tend to be very volatile, and these securities
are less liquid than investment grade debt securities. Underlying funds that
hold these issues are subject to the following specific risks:

. Increased price sensitivity to changing interest rates

. Greater risk of loss because of default or declining credit quality

. Adverse company specific events are more likely to render the issuer
unable to make interest and/or principal payments

. A negative perception of the high yield market may develop, depressing the
price and liquidity of high yield securities. This negative perception
could last for a significant period of time

Foreign securities

Certain of the underlying funds focus upon foreign securities and other
underlying funds may invest a portion of their assets outside the U.S. Investing
in non-U.S. issuers involves unique risks compared to investing in the
securities of U.S. issuers. These risks are more pronounced to the extent a fund
invests in issuers in countries with emerging markets.
These risks may include:

. Less information about non-U.S. issuers or markets may be available
because of less rigorous disclosure and accounting standards or regulatory
practices

. Many non-U.S. markets are smaller, less liquid and more volatile than U.S.
markets. In a changing market, the adviser may not be able to sell the
fund's portfolio securities in amounts and at prices the adviser considers
reasonable

. The U.S. dollar may appreciate against non-U.S. currencies or a foreign
government may impose restrictions on currency conversion or trading

. The economies of non-U.S. countries may grow at a slower rate than
expected or may experience a downturn or recession

. Economic, political and social developments that adversely affect the
securities markets

. Foreign governmental obligations involve the risk of debt moratorium,
repudiation or renegotiation and the fund may be unable to enforce its
rights against the issuers

Concert Allocation Series -- 19
<PAGE>

Small capitalization issuers

Certain of the underlying funds focus on small capitalization companies.
Investing in small companies involves unique risks. Compared to large companies,
small companies, and the market for their common stocks, are likely to:

. Be more sensitive to changes in the economy, earnings results and
investor expectations

. Have more limited product lines and capital resources

. Experience sharper swings in market values

. Be harder to sell at the times and prices the fund thinks appropriate

. Offer greater potential for gain and loss

Derivatives

Certain of the underlying funds may, but need not, use derivative contracts,
such as futures and options on securities, securities indices or currencies;
options on these futures; forward currency contracts; and interest rate or
currency swaps for any of the following purposes:

. To hedge against the economic impact of adverse changes in the market
value of its securities, because of changes in stock market prices,
currency exchange rates or interest rates

. As a substitute for buying or selling securities

A derivative contract will obligate or entitle an underlying fund to deliver or
receive an asset or cash payment based on the change in value of one or more
securities, currencies or indices. Even a small investment in derivative
contracts can have a big impact on an underlying fund's stock market, currency
and interest rate exposure. Therefore, using derivatives can disproportionately
increase losses and reduce opportunities for gains when stock prices, currency
rates or interest rates are changing. The underlying fund may not fully benefit
from or may lose money on derivatives if changes in their value do not
correspond accurately to changes in the value of the fund's holdings. The other
parties to certain derivative contracts present the same types of credit risk as
issuers of fixed income securities. Derivatives can also make the underlying
fund less liquid and harder to value, especially in declining markets.

Investment policies all portfolios

Each portfolio's investment policies, including the particular underlying funds
in which each portfolio may invest and the equity/fixed income targets
applicable to each portfolio, generally may be changed by the board of directors
without shareholder approval.

Concert Allocation Series -- 20
<PAGE>

- --------------------------------------------------------------------------------
MANAGEMENT
- --------------------------------------------------------------------------------

Portfolio Managers

The portfolios' investment manager is SSBC Fund Management, Inc., an affiliate
of Salomon Smith Barney Inc. The manager's address is 388 Greenwich Street, New
York, NY 10013. The manager selects the portfolios' investments and oversees
their operations. The manager and Salomon Smith Barney are subsidiaries of
Citigroup Inc. Citigroup businesses produce a broad range of financial services
& asset management, banking and consumer finance, credit and charge cards,
insurance, investments, investment banking and trading & and use diverse
channels to make them available to consumer and corporate customers around the
world.

Thomas B. Stiles II and R. Jay Gerken, both Managing Directors of Salomon Smith
Barney, have been responsible for the day-to-day operations of the portfolios
since inception. Mr. Stiles has been with Salomon Smith Barney or companies that
are now part of Salomon Smith Barney since 1973. Mr. Gerken has been with
Salomon Smith Barney or companies that are now part of Salomon Smith Barney
since 1988.

- --------------------------------------------------------------------------------
Management fees paid during the fiscal year ended January 31,
1999 (as % of average daily net assets)
- --------------------------------------------------------------------------------
High Growth Growth Global Balanced Conservative Income

x.xx% x.xx% x.xx% x.xx% x.xx% x.xx%

Distributor

The portfolios have entered into an agreement with CFBDS, Inc. to distribute the
portfolios' shares. A selling group consisting of Salomon Smith Barney and other
broker-dealers sells portfolio shares to the public.

Distribution plans

The portfolios each have adopted Rule 12b-1 distribution plans for their Class
A, B and L shares. Under each plan, the portfolio pays distribution and service
fees. These fees are an ongoing expense and, over time, may cost you more than
other types of sales charges.

Year 2000 issue

Information technology experts are concerned about computer systems' ability to
process date-related information on and after January 1, 2000. This situation,
commonly known as the "Year 2000" issue, could have an adverse impact on the
portfolios. The cost of addressing the Year 2000 issue, if substantial, could
adversely affect companies and governments that issue securities held by the
underlying funds. The manager and distributor are addressing the Year 2000 issue
for their systems. Each portfolio has been informed by its other service
providers that they are taking similar measures. Although the portfolios do not
expect the Year 2000 issue to adversely affect them, the portfolios cannot
guarantee that the efforts of each portfolio or its service providers to correct
the problem will be successful.

Possible conflict of interest

The Directors and officers of the Concert Series also serve in similar positions
with many of the underlying Smith Barney funds. Thus, if the interests of a
portfolio and the underlying funds were ever to become divergent, it is possible
that a conflict of interest could arise and affect how the directors and
officers of the Concert Series fulfill their fiduciary duties to that portfolio
and the underlying funds. The Directors of the Concert Series believe they have
structured each portfolio to avoid these concerns. However, conceivably a
situation could occur where proper action for the Concert Series or a portfolio
separately could be adverse to the interests of an underlying fund, or the
reverse could occur. If such a possibility arises, the directors and officers of
the Concert Series, the affected underlying funds and the investment
manager will carefully
analyze the situation and take all steps they believe reasonable to minimize
and, where possible, eliminate the potential conflict. Moreover, limitations on
aggregate investments in the underlying funds have been adopted by the Concert
Series to minimize this possibility, and close and continuous monitoring will be
exercised to avoid, insofar as is possible, these concerns.

Concert Allocation Series -- 21
<PAGE>

- --------------------------------------------------------------------------------
CHOOSING A CLASS OF SHARES TO BUY
- --------------------------------------------------------------------------------

Share classes

You can choose among four classes of shares: Classes A, B, L and Y. Each class
has different sales charges and expenses, allowing you to choose the class that
best meets your needs. Which class is more beneficial to an investor depends on
the amount and intended length of the investment.

. If you plan to invest regularly or in large amounts, buying Class A
shares may help you reduce sales charges and ongoing expenses.

. For Class B shares, all of your purchase amount and, for Class L shares,
more of your purchase amount (compared to Class A shares) will be
immediately invested. This may help offset the higher expenses of Class
B and Class L shares, but only if the fund performs well.

. Class L shares have a shorter deferred sales charge period than Class B
shares. However, because Class B shares convert to Class A shares, and
Class L shares do not, Class B shares may be more attractive to long-
term investors.

You may buy shares from:

. A Salomon Smith Barney Financial Consultant

. An investment dealer in the selling group or a broker that clears
through Salomon Smith Barney -- a dealer representative

. The portfolios, but only if you are investing through certain qualified
plans or certain dealer representatives

Investment minimums

Minimum initial and additional investment amounts vary depending on the class of
shares you buy and the nature of your investment account.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Initial Additional
------- ----------
Classes A, B and L Class Y All Classes
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
General $1,000 $15 million $50

IRAs, Self Employed Retirement Plans, $250 $15 million $50
Uniform Gift to Minor Accounts

Qualified Retirement Plans(*) $25 $15 million $25

Simple IRAs $1 n/a $1

Monthly Systematic Investment Plans $25 n/a $25

Quarterly Systematic Investment Plans $50 n/a $50
</TABLE>

(*) Qualified Retirement Plans are qualified under Section 403(b)(7) or Section
401(a) of the Internal Revenue Code, including 401(k) plans

Concert Allocation Series -- 22
<PAGE>

- --------------------------------------------------------------------------------
COMPARING THE PORTFOLIOS' CLASSES
- --------------------------------------------------------------------------------

Your Salomon Smith Barney Financial Consultant or dealer representative can help
you decide which class meets your goals. They may receive different compensation
depending upon which class you choose.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Class A Class B Class L Class Y
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Key features . Initial sales charge . No initial sales charge . Initial sales charge is . No initial or
. You may qualify . Deferred sales charge lower than Class A deferred sales charge
for reduction or declines over time . Deferred sales charge for . Must invest at least
waiver of initial . Converts to Class A only 1 year $15 million
sales charge shares after 8 years . Does not convert to . Lower annual
. Lower annual . Higher annual Class A expenses than the
expenses than Class expenses than Class A . Higher annual expenses other classes
B and Class L than Class A

Initial sales Up to 5%, reduced None 1.00% None
charge or waived for large
purchases and
certain investors; no
charge for purchases
of $500,000 or more

Deferred 1% on purchases of Up to 5% charged when 1% if you redeem within 1 None
sales charge $500,000 or more if you redeem shares. year of purchase
you redeem within 1 The charge is reduced
year of purchase over time and there is
no deferred sales
charge after 6 years

Annual 0.25% of average 1% of average daily net 1% of average daily net None
distribution daily net assets assets assets
and service
fees

Exchangeable Class A shares of Class B shares of most Class L shares of most Class Y shares of most
into(*) most Smith Barney Smith Barney funds Smith Barney funds Smith Barney funds
funds
</TABLE>

(*) Ask your Salomon Smith Barney Financial Consultant or dealer representative
or visit the web site for the Smith Barney funds available for exchange.

Concert Allocation Series -- 23
<PAGE>

- --------------------------------------------------------------------------------
SALES CHARGE: CLASS A SHARES
- --------------------------------------------------------------------------------

Class A sales charge

You buy Class A shares at the offering price, which is the net asset value plus
a sales charge. You pay a lower sales charge as the size of your investment
increases to certain levels called breakpoints. You do not pay a sales charge on
the fund's distributions or dividends that you reinvest in additional Class A
shares.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
For High Growth Portfolio,
Growth Portfolio, Global For Conservative Portfolio
Portfolio and Balanced Portfolio and Income Portfolio
- ----------------------------------------------------------------------------------------
Sales Charge as a % of Sales Charge as a % of

Offering Net amount Offering Net amount
Amount of purchase price (%) invested (%) price (%) invested (%)
<S> <C> <C> <C> <C>
Less than $25,000 5.00% 5.26% 4.50% 4.71%
$25,000 but less than 4.00 4.17 4.00 4.17
$50,000 but less than 3.50 3.63 3.50 3.63
$100,000 but less than 3.00 3.09 2.50 2.56
$250,000 but less than 2.00 2.04 1.50 1.52
$500,000 or more(*) -0- -0- -0- -0-
</TABLE>

(*) You do not pay an initial sales charge when you buy $500,000 or more of
Class A shares. However, if you redeem these Class A shares within one year of
purchase, you will pay a deferred sales charge of 1%.

If you want to learn more about the requirements for reductions or waivers of
Class A initial sales charges, contact your Salomon Smith Barney Financial
Consultant or dealer representative or consult the Statement of Additional
Information ("SAI").

Qualifying for a reduced Class A sales charge There are several ways you can
combine multiple purchases of Class A shares of Smith Barney funds to take
advantage of the breakpoints in the sales charge schedule.

Accumulation privilege - lets you combine the current value of Class A shares
owned

. by you, or
. by members of your immediate family,

and for which you a sales charge was paid, with the amount of your next purchase
of Class A shares for purposes of calculating the initial sales charge. Certain
trustees and fiduciaries may be entitled to combine accounts in determining
their sales charge.

Letter of intent - lets you purchase Class A shares of the fund and other Smith
Barney funds over a 13-month period and pay the same sales charge, if any, as if
all shares had been purchased at once. You may include purchases on which you
paid a sales charge made within 90 days before you sign the letter.

Waivers for certain Class A investors Class A initial sales charges are waived
for certain types of investors, including:

. Employees of members of the NASD
. 403(b) or 401(k) retirement plans, if certain conditions are met
. Clients of newly employed Salomon Smith Barney Financial Consultants, if
certain conditions are met
. Investors who redeemed Class A shares of a Smith Barney fund in the past 60
days, if the investor's Salomon Smith Barney Financial Consultant or dealer
representative is notified

Concert Allocation Series -- 24
<PAGE>

- --------------------------------------------------------------------------------
SALES CHARGE: CLASS B SHARES
- --------------------------------------------------------------------------------

Class B deferred sales charge

The deferred sales charge decreases as the number of years since your purchase
increases.

You buy Class B shares at net asset value without paying an initial sales
charge. However, if you redeem your Class B shares within six years of purchase,
you will pay a deferred sales charge.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Year after purchase
Deferred sales charge for: 1st 2nd 3rd 4th 5th 6th and
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Conservative and Income Portfolios 4.50% 4.00% 3.00% 2.00% 1.00 -0-
All other portfolios 5.00% 4.00% 3.00% 2.00% 1.00 -0-
</TABLE>

Class B conversion After 8 years, Class B shares automatically convert into
Class A shares. This helps you because Class A shares have lower annual
expenses. Your Class B shares will convert to Class A shares as follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Shares issued at initial Shares issued: Shares issued:
purchase On reinvestment of Upon exchange from another
distributions and dividends Smith Barney fund
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Eight years after the date of In same proportion that the On the date the shares originally
purchase number of Class B shares acquired would have converted
converting is to total Class B into Class A shares
shares you own
</TABLE>

- --------------------------------------------------------------------------------
SALES CHARGE: CLASS L SHARES
- --------------------------------------------------------------------------------

You buy Class L shares at the offering price, which is the net asset value plus
a sales charge of 1% (1.01% of the net amount invested). In addition, if you
redeem your Class L shares within one year of purchase, you will pay a deferred
sales charge of 1%. If you held Class C shares of a portfolio on June 12, 1998,
you will not pay an initial sales charge on Class L shares you buy before June
22, 2001.

- --------------------------------------------------------------------------------
SALES CHARGE: CLASS Y SHARES
- --------------------------------------------------------------------------------

You buy Class Y shares at net asset value with no initial sales charge and no
deferred sales charge when you redeem. You must meet the $15,000,000 initial
investment requirement. You can use a letter of intent to meet this requirement
by buying Class Y shares of a portfolio over a 13-month period. To qualify, you
must initially invest $5,000,000.

Concert Allocation Series -- 25
<PAGE>

- --------------------------------------------------------------------------------
MORE ABOUT DEFERRED SALES CHARGES
- --------------------------------------------------------------------------------

The deferred sales charge is based on the net asset value at the time of
purchase or redemption, whichever is less, and therefore you do not pay a sales
charge on amounts representing appreciation or depreciation.

In addition, you do not pay a deferred sales charge on:

. Shares exchanged for shares of another Smith Barney fund
. Shares representing reinvested distributions and dividends
. Shares no longer subject to the deferred sales charge

If you redeemed shares of a Smith Barney fund in the past 60 days and paid a
deferred sales charge, you may buy shares of the fund at the current net asset
value and be credited with the amount of the deferred sales charge, if you
notify your Salomon Smith Barney Financial Consultant or dealer representative.

Salomon Smith Barney receives deferred sales charges as partial compensation for
its expenses in selling shares, including the payment of compensation to your
Salomon Smith Barney Financial Consultant or dealer representative.

Deferred sales charge waivers

If you want to learn more about additional waivers of deferred sales charges,
contact your Salomon Smith Barney Financial Consultant or dealer representative
or consult the SAI.

The deferred sales charge for each share class will generally be waived:

. On payments made through certain systematic withdrawal plans
. On certain distributions from a retirement plan
. For involuntary redemptions of small account balances
. For 12 months following the death or disability of a shareholder

Concert Allocation Series -- 26
<PAGE>

- --------------------------------------------------------------------------------
BUYING SHARES
- --------------------------------------------------------------------------------

Through a Salomon Smith Barney Financial Consultant or dealer representative

You should contact your Salomon Smith Barney Financial Consultant or dealer
representative to open a brokerage account and make arrangements to buy shares.

If you do not provide the following information, your order will be rejected:

. Class of shares being bought
. Dollar amount or number of shares being bought

You should pay for your shares through your brokerage account no later than the
third business day after you place your order. Salomon Smith Barney or your
dealer representative may charge an annual account maintenance fee.

- --------------------------------------------------------------------------------
Through the portfolio's transfer agent

Qualified retirement plans and certain other investors who are clients of the
selling group are eligible to buy shares directly from the portfolio.

. Write the transfer agent at the following address:

Smith Barney Concert Allocation Series
(Specify portfolio and class of shares)
c/o First Data Investor Services Group, Inc.
P.O. Box 5128
Westborough, Massachusetts 01581-5128

. Enclose a check to pay for the shares. For initial purchases, complete and
send an account application.

. For more information, call the transfer agent at 1-800-451-2010.
- --------------------------------------------------------------------------------

Through a systematic investment plan

You may authorize Salomon Smith Barney, your dealer representative or the
transfer agent to transfer funds automatically from a regular bank account, cash
held in a Salomon Smith Barney brokerage account or Smith Barney money market
fund to buy shares on a regular basis.

. Amounts transferred should be at least: $25 monthly or $50 quarterly.

. If you do not have sufficient funds in your account on a transfer date,
Salomon Smith Barney, your dealer representative or the transfer agent may
charge you a fee.

For more information, contact your Salomon Smith Barney Financial Consultant,
dealer representative or the transfer agent or consult the SAI.

Concert Allocation Series -- 27
<PAGE>

- --------------------------------------------------------------------------------
EXCHANGING SHARES
- --------------------------------------------------------------------------------

Smith Barney offers a distinctive family of funds tailored to help meet the
varying needs of both large and small investors.

You should contact your Salomon Smith Barney Financial Consultant or dealer
representative to exchange into other Smith Barney funds. Be sure to read the
prospectus of the Smith Barney fund you are exchanging into. An exchange is a
taxable transaction.

. You may exchange shares only for shares of the same class of another Smith
Barney fund. Not all Smith Barney funds offer all classes.

. Not all Smith Barney funds may be offered for sale in your state of
residence. Contact your Smith Barney Financial Consultant, dealer representative
or the transfer agent.

. You must meet the minimum investment amount for each fund.

. If you hold share certificates, the transfer agent must receive the
certificates endorsed for transfer or with signed stock powers (documents
transferring ownership of certificates) before the exchange is effective.

. The fund may suspend or terminate your exchange privilege if you engage in an
excessive pattern of exchanges.
- --------------------------------------------------------------------------------

Waiver of additional sales charges

Your shares will not be subject to an initial sales charge at the time of the
exchange.

Your deferred sales charge (if any) will continue to be measured from the date
of your original purchase. If the fund you exchange into has a higher deferred
sales charge, you will be subject to that charge. If you exchange at any time
into a fund with a lower charge, the sales charge will not be reduced.
- --------------------------------------------------------------------------------

By telephone

If you do not have a brokerage account, you may be eligible to exchange shares
through the transfer agent. You must complete an authorization form to authorize
telephone transfers. If eligible, you may make telephone exchanges on any day
the New York Stock Exchange is open. Call the transfer agent at 1-800-451-2010
between 9:00 a.m. and 5:00 p.m. (Eastern time). Requests received after the
close of regular trading on the Exchange are priced at the net asset value next
determined.

You can make telephone exchanges only between accounts that have identical
registrations.
- --------------------------------------------------------------------------------

By mail

If you do not have a Salomon Smith Barney brokerage account, contact your dealer
representative or write to the transfer agent at the address on the opposite
page.

Concert Allocation Series -- 28
<PAGE>

- --------------------------------------------------------------------------------
REDEEMING SHARES
- --------------------------------------------------------------------------------

Generally

Contact your Salomon Smith Barney Financial Consultant or dealer representative
to redeem shares of the fund.

If you hold share certificates, the transfer agent must receive the certificates
endorsed for transfer or with signed stock powers before the redemption is
effective.

If the shares are held by a fiduciary or corporation, other documents may be
required.

Your redemption proceeds will be sent within three business days after your
request is received in good order. However, if you recently purchased your
shares by check, your redemption proceeds will not be sent to you until your
original check clears, which may take up to 15 days.

If you have a Salomon Smith Barney brokerage account, your redemption proceeds
will be placed in your account and not reinvested without your specific
instruction. In other cases, unless you direct otherwise, your redemption
proceeds will be paid by check mailed to your address of record.

- --------------------------------------------------------------------------------
By mail

For accounts held directly at the fund, send written requests to the transfer
agent at the following address:

Smith Barney Concert Allocation Series
(Specify portfolio and class of shares)
c/o First Data Investor Services Group, Inc.
P.O. Box 5128
Westborough, Massachusetts 01581-5128

Your written request must provide the following:

. Your account number
. The portfolio and class of shares
. The dollar amount or number of shares to be redeemed
. Signatures of each owner exactly as the account is registered

- --------------------------------------------------------------------------------
By telephone

If you do not have a brokerage account, you may be eligible to redeem shares
(except those held in retirement plans) in amounts up to $10,000 per day through
the transfer agent. You must complete an authorization form to authorize
telephone redemptions. If eligible, you may request redemptions by telephone on
any day the New York Stock Exchange is open. Call the transfer agent at
1-800-451-2010 between 9:00 a.m. and 5:00 p.m. (Eastern time). Requests received
after the close of regular trading on the Exchange are priced at the net asset
value next determined. Your redemption proceeds can be sent by check to your
address of record or by wire transfer to a bank account designated on your
authorization form. You may be charged a fee for wire transfers. You must submit
a new authorization form to change the bank account designated to receive wire
transfers and you may be asked to provide certain other documents.

- --------------------------------------------------------------------------------
Automatic cash withdrawal plans

For more information, contact your Salomon Smith Barney Financial Consultant or
dealer representative or consult the SAI

You can arrange for the automatic redemption of a portion of your shares on a
monthly or quarterly basis. To qualify you must own shares of the fund with a
value of at least $10,000 ($5,000 for retirement accounts) and each automatic
redemption must be at least $50. If your shares are subject to a deferred sales
charge, the sales charge will be waived if your automatic payments do not exceed
1% per month of the value of your shares subject to a deferred sales charge.

The following conditions apply:

. Your shares must not be represented by certificates
. All dividends and distributions must be reinvested

Concert Allocation Series -- 29
<PAGE>

- --------------------------------------------------------------------------------
OTHER THINGS TO KNOW ABOUT SHARE TRANSACTIONS
- --------------------------------------------------------------------------------

Good order

When you buy, exchange or redeem shares, your request must be in good order.
This means you have provided the following information, without which your
request will not be processed:

. Name of the portfolio
. Account number
. Class of shares being bought, exchanged or redeemed 0 Dollar amount or
number of shares being bought, exchanged or redeemed 0 Signature of each
owner exactly as the account is registered

The transfer agent will try to confirm that any telephone exchange or redemption
request is genuine by recording calls, asking the caller to provide a personal
identification number for the account, sending you a written confirmation or
requiring other confirmation procedures from time to time.

- --------------------------------------------------------------------------------
Signature guarantees

To be in good order, your redemption request must include a signature guarantee
if you:

. Are redeeming over $10,000 of shares
. Are sending signed share certificates or stock powers to the transfer agent
. Instruct the transfer agent to mail the check to an address different from
the one on your account
. Changed your account registration
. Want the check paid to someone other than the account owner(s)
. Are transferring the redemption proceeds to an account with a different
registration

You can obtain a signature guarantee from most banks, dealers, brokers, credit
unions and federal savings and loan institutions, but not from a notary public.
- --------------------------------------------------------------------------------

Each portfolio has the right to:

. Suspend the offering of shares
. Waive or change minimum and additional investment amounts
. Reject any purchase or exchange order
. Change, revoke or suspend the exchange privilege
. Suspend telephone transactions
. Suspend or postpone redemptions of shares on any day when trading on the New
York Stock Exchange is restricted, or as otherwise permitted by the
Securities and Exchange Commission.
. Pay redemption proceeds by giving you securities. You may pay transaction
costs to dispose of the securities
- --------------------------------------------------------------------------------
Small account balances

If your account falls below $500 because of redemption of fund shares, the fund
may ask balances you to bring your account up to the minimum requirement. If
your account is still below $500 after 60 days, the fund may close your account
and send you the redemption proceeds.

- --------------------------------------------------------------------------------
Excessive exchange transactions

The manager may determine that a pattern of frequent exchanges is detrimental to
a portfolio's performance and other shareholders. If so, the portfolio may limit
additional purchases and/or exchanges by the shareholder.
- --------------------------------------------------------------------------------
Share certificates

The portfolios do not issue share certificates unless a written request is made
to the transfer agent. If you hold share certificates, it will take longer to
exchange or redeem shares.

Concert Allocation Series -- 30
<PAGE>

- --------------------------------------------------------------------------------
SMITH BARNEY 401(K) AND EXECCHOICE(TM) PROGRAMS
- --------------------------------------------------------------------------------

You may be eligible to participate in the Smith Barney 401(k) program or the
Smith Barney ExecChoice- program. Each portfolio offers Class A and Class L
shares to participating plans as investment alternatives under the programs. You
can meet minimum investment and exchange amounts by combining the plan's
investments in any of the Smith Barney funds.

There are no sales charges when you buy or sell shares and the class of shares
you may purchase depends on the amount of your initial investment. Once a class
of shares is chosen, all additional purchases must be of the same class.

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

. Class L shares may be purchased by plans investing less than $1 million.
Class L shares are eligible for exchange into Class A shares not later than 8
years after the plan joined the program. They are eligible for exchange sooner
in the following circumstances:

If the account was opened on or after June 21, 1996 and a total of $1
million is invested in Smith Barney Funds Class L shares (other than money
market funds), all Class L shares are eligible for exchange after the plan
is in the program 5 years.

If the account was opened before June 21, 1996 and a total of $500,000 is
invested in Smith Barney Funds Class L shares (other than money market
funds) on December 31 in any year, all Class L shares are eligible for
exchange on or about March 31 of the following year.

For more information, call your Salomon Smith Barney Financial Consultant or the
transfer agent, or consult the SAI.

Concert Allocation Series -- 31
<PAGE>

- --------------------------------------------------------------------------------
DISTRIBUTIONS, DIVIDENDS AND TAXES
- --------------------------------------------------------------------------------

Dividends and distributions

Annual distributions of capital gain normally take place at the end of the year
in which the gain is realized or the beginning of the next year.

The portfolios normally pay dividends and distribute capital gains, if any, as
follows:

- --------------------------------------------------------------------------------
Portfolio Income Dividend Capital Gain Distributions
Distributions Distributions Mostly From
- --------------------------------------------------------------------------------

High Growth Annually Annually Gain
Growth Annually Annually Gain
Global Annually Annually Gain
Balanced Quarterly Annually Gain
Conservative Quarterly Annually Income
Income Monthly Annually Income

The portfolios may pay additional distributions and dividends at other times if
necessary for a portfolio to avoid a federal tax. Capital gain distributions and
dividends are reinvested in additional portfolio shares of the same class that
you hold. You do not pay a sales charge on reinvested distributions or
dividends. Alternatively, you can instruct your Salomon Smith Barney Financial
Consultant, dealer representative or the transfer agent to have your
distributions and/or dividends paid in cash. You can change your choice at any
time to be effective as of the next distribution or dividend, except that any
change given to the transfer agent less than five days before the payment date
will not be effective until the next distribution or dividend is made.

Taxes

In general, redeeming shares, exchanging shares and receiving distributions
(whether in cash or additional shares) are all taxable events.

- --------------------------------------------------------------------------------
Transaction Federal income tax status
- --------------------------------------------------------------------------------

Redemption or exchange of shares Usually capital gain or loss; long-term
only if shares owned more than one year

Long-term capital gain distributions Long-term capital gain

Short-term capital gain distributions Ordinary income

Dividends Ordinary income

Long-term capital gain distributions are taxable to you as long-term capital
gain regardless of how long you have owned your shares. You may want to avoid
buying shares when a portfolio is about to declare a long-term capital gain
distribution or a taxable dividend, because it will be taxable to you even
though it may actually be a return of a portion of your investment.

After the end of each year, the portfolios will provide you with information
about the distributions and dividends you received and any redemptions of shares
during the previous year. If you do not provide a portfolio with your correct
taxpayer identification number and any required certifications, you may be
subject to back-up withholding of 31% of your distributions, dividends and
redemption proceeds. Because each shareholder's circumstances are different and
special tax rules may apply, you should consult your tax adviser about your
investment in a portfolio.

Concert Allocation Series -- 32
<PAGE>

- --------------------------------------------------------------------------------
SHARE PRICE
- --------------------------------------------------------------------------------

You may buy, exchange or redeem portfolio shares at their net asset value, plus
any applicable sales charge, next determined after receipt of your request in
good order. Each portfolio's net asset value is the value of its assets minus
its liabilities. Net asset value is calculated separately for each class of
shares. Each portfolio calculates its net asset value every day the New York
Stock Exchange is open. The Exchange is closed on certain holidays listed in the
SAI. This calculation is done when regular trading closes on the Exchange
(normally 4:00 p.m., Eastern time). The value of each underlying fund is the
fund's net asset value at the time of computation.

Short-term investments that have a maturity of more than 60 days are generally
valued based on market prices or quotations. Short-term investments that have a
maturity of 60 days or less are valued at amortized cost. Using this method, a
portfolio constantly amortizes over the remaining life of a security the
difference between the principal amount due at maturity and the cost of the
security to the portfolio.

In order to buy, redeem or exchange shares at that day's price, you must place
your order with your Smith Barney Financial Consultant before the New York Stock
Exchange closes. If the Exchange closes early, you must place your order prior
to the actual closing time. Otherwise, you will receive the next business day's
price.

Salomon Smith Barney or members of the portfolios' selling group must transmit
all orders to buy, exchange or redeem shares to the portfolios' agent before the
agent's close of business.

Concert Allocation Series -- 33
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights tables are intended to help you understand the
performance of each portfolio's classes for the past five years (or since
inception if less than five years). Certain information reflects financial
results for a single share. Total return represents the rate that a shareholder
would have earned (or lost) on a fund share assuming reinvestment of all
dividends and distributions. The information in the following tables was audited
by KPMG LLP, independent auditors, whose report, along with the fund's financial
statement are included in the annual report (available upon request).

For a share of each class of capital stock outstanding throughout each year
ending January 31:

<TABLE>
<CAPTION>
High Growth Portfolio
------------------------------------------------------------------------------------------
Class A Shares Class B Shares Class L Shares
1999 1998 1997(1) 1999 1998 1997(1) 1999(2) 1998 1997(1)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 12.41 $ 11.40 $ 12.41 $ 11.40 $ 12.42 $ 11.40
- ----------------------------------------------------------------------------------------------------------------------------------
Income from operations:
0.11 0.20 0.03 0.08 0.03 0.08
Net investment income(3)
0.91 1.05 0.89 1.04 0.89 1.05
Net realized and unrealized gain
- ----------------------------------------------------------------------------------------------------------------------------------
Total Income from operations 1.02 1.25 0.92 1.12 0.92 1.13
- ----------------------------------------------------------------------------------------------------------------------------------
Less distributions from:
(0.13) (0.20) (0.05) (0.07) (0.05) (0.07)
Net investment income
(0.33) (0.04) (0.33) (0.04) (0.33) (0.04)
Net realized gains
- ----------------------------------------------------------------------------------------------------------------------------------
Total distributions (0.46) (0.24) (0.38) (0.11) (0.38) (0.11)
- ----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $ 12.97 $ 12.41 $ 12.95 $ 12.41 $ 12.96 $ 12.42
- ----------------------------------------------------------------------------------------------------------------------------------
Total return 8.25% 11.04%(4) 7.44% 9.91%(4) 7.44% 10.00%(4)
- ----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (000's) $259,212 $154,069 $230,142 $141,241 $ 27,845 $ 19,340
- ----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
0.60% 0.60%(5) 1.35% 1.35%(5) 1.35% 1.35%(5)
Expenses
1.00 2.79(5) 0.25 2.04(5) 0.25 2.04(5)
Net investment income
- ----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 39% 0% 39% 0% 39% 0%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) For the period from February 5, 1996 (inception date) to January 31, 1997.
(2) Prior to June 12, 1998, Class L shares were called Class C shares.
(3) Net investment income per share includes short-term capital gain
distributions from underlying funds. (4) Not annualized.
(5) Annualized.

<TABLE>
<CAPTION>
Growth Portfolio
------------------------------------------------------------------------------------------
Class A Shares Class B Shares Class L Shares
1999 1998 1997(1) 1999 1998 1997(1) 1999(2) 1998 1997(1)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $12.32 $11.40 $12.33 $11.40 $12.33 $11.40
- ---------------------------------------------------------------------------------------------------------------------------------
Income from operations:
0.22 0.24
Net investment income(3) 0.31 0.33 0.22 0.23
1.12 0.93
Net realized and unrealized gain 1.14 0.92 1.12 0.94
- ---------------------------------------------------------------------------------------------------------------------------------
Total Income from operations 1.45 1.25 1.34 1.17 1.34 1.17
- ---------------------------------------------------------------------------------------------------------------------------------
Less distributions from:
(0.21) (0.22)
Net investment income (0.32) (0.31) (0.21) (0.22)
(0.46) (0.02)
Net realized gains (0.46) (0.02) (0.46) (0.02)
- ---------------------------------------------------------------------------------------------------------------------------------
Total distributions (0.78) (0.33) (0.67) (0.24) (0.67) (0.24)
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $12.99 $12.32 $13.00 $12.33 $13.00 $12.33
- ---------------------------------------------------------------------------------------------------------------------------------
Total return 11.82% 11.08%(4) 10.93% 10.32%(4) 10.92% 10.32%(4)
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (000's) $279,842 $161,026 $343,474 $211,434 $42,983 $31,279
- ---------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Expenses 0.60% 0.60%(5) 1.35% 1.35%(5) 1.35% 1.35%(5)
Net investment income 2.77 4.79(5) 1.96 4.04(5) 1.81 4.04(5)
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 41% 0% 41% 0% 41% 0%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For the period from February 5, 1996 (inception date) to January 31, 1997.
(2) Prior to June 12, 1998, Class L shares were called Class C shares.
(3) Net investment income per share includes short-term capital gain
distributions from underlying funds.
(4) Not annualized.
(5) Annualized.
Concert Allocation Series -- 34
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------

For a share of each class of capital stock outstanding throughout each year
ended January 31:

<TABLE>
<CAPTION>
Global Portfolio
------------------------------------------------------------------------------------
Class A Shares Class B Shares Class L Shares
------------------------------------------------------------------------------------
1999(1) 1999(1) 1999(1)(2)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of year
- ----------------------------------------------------------------------------------------------------------------------------------
Income from operations:
Net investment income(3)
Net realized and unrealized gain
- ----------------------------------------------------------------------------------------------------------------------------------
Total income from operations
- ----------------------------------------------------------------------------------------------------------------------------------
Less distributions from:
Net investment income
Net realized gains
- ----------------------------------------------------------------------------------------------------------------------------------
Total distributions
- ----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year
- ----------------------------------------------------------------------------------------------------------------------------------
Total return
- ----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (000's)
- ----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Expenses
Net investment income
- ----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For the period from , 1998 (inception date) to January 31, 1999. (2) Prior
to June 12, 1998, Class L shares were called Class C shares.
(3) Net investment income per share includes short-term capital gain
distributions from underlying funds.
(4) Not annualized.
(5) Annualized.

For a share of each class of capital stock outstanding throughout each year
ended January 31:

<TABLE>
<CAPTION>
Balanced Portfolio
---------------------------------------------------------------------------------------
Class A Shares Class B Shares Class L Shares
1999 1998 1997(1) 1999 1998 1997(1) 1999(2) 1998 1997(1)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $12.14 $11.40 $12.14 $11.40 $12.14 $11.40
- -----------------------------------------------------------------------------------------------------------------------------------
Income from operations:
0.46 0.37
Net investment income(3) 0.58 0.45 0.48 0.37
0.82 0.74
Net realized and unrealized gain 0.80 0.74 0.80 0.74
- -----------------------------------------------------------------------------------------------------------------------------------
Total Income from operations 1.38 1.19 1.28 1.11 1.28 1.11
- -----------------------------------------------------------------------------------------------------------------------------------
Less distributions from:
(0.45) (0.37)
Net investment income (0.54) (0.45) (0.45) (0.37)
(0.36) --
Net realized gains (0.36) -- (0.36) --
- -----------------------------------------------------------------------------------------------------------------------------------
Total distributions (0.90) (0.45) (0.81) (0.37) (0.81) (0.37)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $12.62 $12.14 $12.61 $12.14 $12.61 $12.14
- -----------------------------------------------------------------------------------------------------------------------------------
Total return 11.59% 10.64%(4) 10.67% 9.90%(4) 10.67% 9.90%(4)
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (000's) $ 166,806 $90,938 $193,791 $111,918 $27,473 $19,968
- -----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Expenses 0.60% 0.60%(5) 1.35% 1.35%(5) 1.35% 1.35%(5)
Net investment income 4.79 4.88 (5) 3.96 4.14(5) 3.69 4.14(5)
- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 23% 0% 23% 0% 23% 0%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For the period from February 5, 1996 (inception date) to January 31, 1997.
(2) Prior to June 12, 1998, Class L shares were called Class C shares.
(3) Net investment income per share includes short-term capital gain
distributions from underlying funds.
(4) Not annualized.
(5) Annualized.

Concert Allocation Series -- 35
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------

For a share of each class of capital stock outstanding throughout each year
ended January 31:

<TABLE>
<CAPTION>
Conservative Portfolio
--------------------------------------------------------------------------------------
Class A Shares Class B Shares Class L Shares
1999 1998 1997(1) 1999 1998 1997(1) 1999(2) 1998 1997(1)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $11.90 $11.46 $ 11.89 $ 11.46 $11.89 $11.46
- ----------------------------------------------------------------------------------------------------------------------------------
Income from operations: 0.66 0.48
0.69 0.48
Net investment income(3) 0.73 0.53
0.62 0.42
Net realized and unrealized gain 0.63 0.43 0.64 0.42
- ----------------------------------------------------------------------------------------------------------------------------------
Total Income from operations 1.36 0.96 1.30 0.90 1.31 0.90
- ----------------------------------------------------------------------------------------------------------------------------------
Less distributions from:
(0.64) (0.47)
Net investment income (0.69) (0.52) (0.63) (0.47)
(0.40) --
Net realized gains (0.40) -- (0.40) --
- ----------------------------------------------------------------------------------------------------------------------------------
Total distributions (1.09) (0.52) (1.03) (0.47) (1.04) (0.47)
- ----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $ 12.17 $ 11.90 $ 12.16 $11.89 $12.16 $11.89
- ----------------------------------------------------------------------------------------------------------------------------------
Total return 11.70% 8.57%(4) 11.21% 8.03%(4) 11.25% 8.08%(4)
- ----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (000's) $ 51,233 $30,478 $48,584 $28,297 $5,386 $4,129
- ----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Expenses 0.60% 0.60%(5) 1.10% 1.10%(5) 1.05% 1.05%(5)
Net investment income 6.17 5.66(5) 5.67 5.16(5) 5.72 5.21(5)
- ----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 28% 0% 28% 0% 28% 0%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For the period from February 5, 1996 (inception date) to January 31, 1997.
(2) Prior to June 12, 1998, Class L shares were called Class C shares.
(3) Net investment income per share includes short-term capital gain
distributions from underlying funds.
(4) Not annualized.
(5) Annualized.

For a share of each class of capital stock outstanding throughout each year
ended January 31:

<TABLE>
<CAPTION>
Income Portfolio
---------------------------------------------------------------------------------------
Class A Shares Class B Shares Class L Shares
1999 1998 1997(1) 1999 1998 1997(1) 1999(2) 1998 1997(1)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 11.53 $ 11.46 $ 11.53 $ 11.46 $11.53 $11.46
- -----------------------------------------------------------------------------------------------------------------------------------
Income from operations:
0.71 0.59
Net investment income(3) 0.76 0.63 0.70 0.58
0.52 0.07
Net realized and unrealized gain 0.52 0.07 0.52 0.07
- -----------------------------------------------------------------------------------------------------------------------------------
Total income from operations 1.28 0.70 1.22 0.65 1.23 0.66
- -----------------------------------------------------------------------------------------------------------------------------------
Less distributions from:
(0.71) (0.59)
Net investment income (0.77) (0.63) (0.70) (0.58)
(0.29) --
Net realized gains (0.29) -- (0.29) --
- -----------------------------------------------------------------------------------------------------------------------------------
Total distributions (1.06) (0.63) (0.99) (0.58) (1.00) (0.59)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $ 11.75 $ 11.53 $ 11.76 $ 11.53 $11.76 $11.53
- -----------------------------------------------------------------------------------------------------------------------------------
Total return 11.44% 6.39%(4) 10.93% 5.89%(4) 10.98% 5.94%(4)
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (000's) $29,575 $17,817 $26,563 $17,800 $3,568 $2,113
- -----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Expenses 0.60% 0.60%(5) 1.10% 1.10%(5) 1.05% 1.05%(5)
Net investment income 6.62 6.32(5) 6.12 5.82(5) 6.17 5.87(5)
- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 28% 0% 28% 0% 28% 0%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For the period from February 5, 1996 (inception date) to January 31, 1997.
(2) Prior to June 12, 1998, Class L shares were called Class C shares.
(3) Net investment income per share includes short-term capital gain
distributions from underlying funds.
(4) Not annualized.
(5) Annualized.

Concert Allocation Series -- 36
<PAGE>

CONCERT ALLOCATION SERIES

- --------------------------------------------------------------------------------
High Growth Portfolio Balanced Portfolio

Global Portfolio Conservative Portfolio

Growth Portfolio Income Portfolio

- --------------------------------------------------------------------------------

Additional Information About the Portfolios

Shareholder Reports Annual and semiannual reports to shareholders provide
additional information about the portfolios' investments. These reports discuss
the market conditions and investment strategies that affected each portfolio's
performance.

The portfolios send only one report to a household if more than one account has
the same address. Contact your Salomon Smith Barney Financial Consultant, dealer
representative or the transfer agent if you do not want this policy to apply to
you.

Statement of Additional Information The statement of additional information
provides more detailed information about each portfolio. It is incorporated by
reference into (is legally part of) this prospectus.

You can make inquiries about the portfolios or obtain shareholder reports or the
statement of additional information (without charge), by contacting your Salomon
Smith Barney Financial Consultant or dealer representative, by calling the
portfolios at 1-800-451-2010, or by writing to the portfolios at Smith Barney
Mutual Funds, 388 Greenwich Street, MF2, New York, New York 10013.

Visit our web site Our web site is located at www.smithbarney.com

You can also review the portfolios' shareholder reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. You can get copies of these materials
for a fee by writing to the Public Reference Section of the Commission,
Washington, D.C. 20549- 6009. Information about the public reference room may be
obtained by calling 1-800-SEC-0330. You can get the same reports and information
free from the Commission's Internet web site & http://www.sec.gov

If someone makes a statement about the portfolios that is not in this
prospectus, you should not rely upon that information. Neither the portfolios
nor the distributor is offering to sell shares of the portfolios to any person
to whom the portfolios may not lawfully sell their shares.

(SM) Salomon Smith Barney is a service mark of Salomon Smith Barney Inc.

(Investment Company Act file no. 811-07435)

[FD01083 5/99]
<PAGE>

================================================================================

SMITH BARNEY
CONCERT ALLOCATION SERIES

PROSPECTUS

-----------------------------------

High Growth Portfolio

Global Portfolio

Growth Portfolio

Balanced Portfolio

Conservative Portfolio

Income Portfolio

-----------------------------------

Class Z Shares

June 1, 1999

The Securities and Exchange Commission has not approved or disapproved these
securities or determined whether this prospectus is accurate or complete.
Any statement to the contrary is a crime.

================================================================================
<PAGE>

CONTENTS

Things you should know before investing............................... 2

Portfolio goals, strategies and risks:

High Growth Portfolio............................................ 5
Growth Portfolio................................................. 7
Global Portfolio................................................. 9
Balanced Portfolio............................................... 11
Conservative Portfolio........................................... 13
Income Portfolio................................................. 15

More on the portfolios' investments................................... 17

Management............................................................ 22

Buying, selling and exchanging Class Z shares.......................... 23

Dividends, distributions and taxes.................................... 24

Share price........................................................... 25

Financial highlights.................................................. 26

Class Z shares described in this prospectus are offered exclusively for
sale to tax-exempt employee benefit and retirement plans of Salomon Smith Barney
Inc. or any of its affiliates.

Concert Allocation Series Class Z Shares-- 1
<PAGE>

THINGS YOU SHOULD KNOW BEFORE INVESTING

About the portfolios

Each portfolio is a "fund of funds" - meaning it invests in other mutual funds
rather than directly in portfolio securities like stocks, bonds, and money
market instruments. These underlying mutual funds will be open-end funds managed
by the investment manager or its affiliates and have similar, but not identical,
investment goals as the portfolios.

Each portfolio (except the Global Portfolio) is managed to serve as a complete
investment program or (including the Global Portfolio) as a core part of a
larger portfolio.

Each portfolio is managed with a Target Allocation and a Target Range.

Target Allocation is the manager's initial strategic focus in
allocating between equity funds and fixed income funds.

Target Range is the range in which the manager may vary from the
Target Allocation.

Investing primarily in other mutual funds presents special risks

. One underlying fund may buy the same securities that another underlying fund
sells and you would indirectly bear the costs of these trades without
accomplishing any investment purpose.

. Because the portfolios invest in a broad array of asset classes, they may
not experience the full upside or downside performance of any particular
asset class.

You should know:
An investment in any of the portfolios is not a bank deposit and is not insured
or guaranteed by the FDIC or any other government agency.

Concert Allocation Series Class Z Shares-- 2
<PAGE>

Principal risks of investing in fixed income securities and equity securities

. During periods of declining
interest rates, the issuer of a
security may have an option to
prepay principal earlier than
scheduled, which, if exercised,
would force an underlying fund to
reinvest in lower yielding
securities. This is known as call
or prepayment risk

. During periods of rising interest
rates, the average life of certain
types of securities may be extended
because of slower than expected
principal payments. This may lock
in a below-market interest rate,
increase the security's duration and
reduce the value of the security.
This is known as extension risk

Concert Allocation Series Class Z Shares-- 3
<PAGE>

HIGH GROWTH PORTFOLIO

Investment objective

Capital appreciation.

Principal investments

The portfolio may invest in the Smith Barney mutual funds listed below, which
are primarily equity funds.

How the manager selects the portfolio's investments

Target Allocation Target Range
Equity Funds 90% Equity Funds 80-100%
Fixed Income Funds 10% Fixed Income Funds 0-20%
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Underlying Funds and Target Percentage of Portfolio
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Smith Barney Aggressive Growth Fund 10-30% Smith Barney Hansberger Global Small
Cap Value Fund 0-20%
- ------------------------------------------------------------------------------------------------------
International Equity Portfolio 5-25% Smith Barney High Income Fund 0-20%
- ------------------------------------------------------------------------------------------------------
Smith Barney Hansberger Global Value Fund 0-25% Smith Barney Large Cap Blend Fund 0-20%
- ------------------------------------------------------------------------------------------------------
Smith Barney Small Cap Blend Fund, Inc. 0-25% Smith Barney Large Capitalization
Growth Fund 0-20%
- ------------------------------------------------------------------------------------------------------
Cash Portfolio 0-20% Global Government Bond Portfolio 0-15%
- ------------------------------------------------------------------------------------------------------
Concert Peachtree Growth Fund 0-20% International Balanced Portfolio 0-15%
- ------------------------------------------------------------------------------------------------------
Emerging Markets Portfolio 0-20% Smith Barney Government Securities Fund 0-15%
- ------------------------------------------------------------------------------------------------------
Large Cap Value Fund 0-20% Smith Barney Investment Grade Bond Fund 0-15%
- ------------------------------------------------------------------------------------------------------
Smith Barney Appreciation Fund 0-20% Smith Barney Mid Cap Blend Fund 0-15%
- ------------------------------------------------------------------------------------------------------
Smith Barney Contrarian Fund 0-20% Smith Barney Small Cap Value Fund 0-15%
- ------------------------------------------------------------------------------------------------------
Smith Barney Fundamental Value Fund 0-20% Smith Barney Natural Resources Fund 0-10%
- ------------------------------------------------------------------------------------------------------
</TABLE>

Principal risks of investing in the portfolio

. Growth stocks or small capitalization stocks fall out of favor with
investors

. An underlying fund's investments in foreign securities decline due to
adverse governmental action or political, economic or market
instability in a foreign country or region. These risks are heightened
for investments in emerging markets

. The manager's judgment about the attractiveness and risk adjusted
return potential of particular asset classes, investment styles,
underlying funds or other issues proves to be wrong

The portfolio may be an appropriate investment if you:

Who may want to invest

. Currently have exposure to fixed income investments and less volatile
equity investments and wish to broaden your investment portfolio

. Are willing to accept the risks of the stock market

. Have a long-term time horizon and no need for current income

Concert Allocation Series Class Z Shares-- 4
<PAGE>

HIGH GROWTH PORTFOLIO

Past performance does not necessarily indicate how the portfolio will perform in
the future.

Quarterly returns:
Highest: xx% in ___ quarter 199X;
Lowest: xx% in ___ quarter 199X

Year to date: ____% (through 3/31/99)

Total Return for Class Z Shares

[THE FOLLOWING DATA WAS REPRESENTED BY A BAR CHART]

Calendar years ended December 31 98
----------------------------------------
5

Total return

The bar chart indicates the risks of investing in the portfolio by showing the
performance of the portfolio's Class Z shares for the past calendar year.

- --------------------------------------------------------------------------------

The table indicates the risks of investing in the portfolio by comparing the
average annual total return of Class Z shares for the periods shown to that of
the S&P 500 Composite Stock Index (S&P 500), a broad-based unmanaged index of
widely held common stocks; the Russell 2000 Index (Russell 2000), a broad-based
unmanaged capitalization weighted index of small capitalization companies; the
Morgan Stanley Capital International EAFE Index (MSCI EAFE), a broad-based
unmanaged index of foreign stocks; and the Salomon Smith Barney High Yield
Market Index, (High Yield) a broad-based unmanaged index of high yield
securities.

Average Annual Total Returns (Calendar Years Ended December 31, 1998)
- --------------------------------------------------------------------------------

Class Z S&P 500 Russell 2000 MSCI EAFE High Yield
1 Year

Since Inception * * * *

Inception Date 1/17/97 n/a n/a n/a n/a

* Index comparison begins on January [31], 1997.

Comparative performance

The table assumes redemption of shares at the end of the period and reinvestment
of distributions and dividends.

Shareholder fees (paid directly from your investment)
- --------------------------------------------------------------------------------

Maximum sales charge on purchases (as a % of offering price) None

Maximum deferred sales charge on redemptions (as a % of the lower
of net asset value at purchase or redemption) None

Annual fund operating expenses (paid by the portfolio as a % of net assets)

Management fee 0.35%

Distribution and service (12b-1) fees None

Other expenses None

Total annual fund operating expenses 0.35%

Fees and expenses

The table sets forth the fees and expenses you will pay if you invest in shares
of the portfolio

Number of years you own your shares 1 year* 3 years* 5 years* 10 years*
- --------------------------------------------------------------------------------

Class Z (with or without redemption) $ $ $ $

*The example assumes: . You invest $10,000 for the period shown
. Your investment has a 5% return each year
. You reinvest all distributions and dividends without a
sales charge
. The portfolio's operating expenses remain the same

Example

The example helps you compare the costs of investing in the portfolio with other
mutual funds. Your actual costs may be higher or lower.

Concert Allocation Series Class Z Shares-- 5
<PAGE>

GROWTH PORTFOLIO

Investment objective

Long-term growth of capital.

Principal investments

The portfolio may invest in the Smith Barney mutual funds listed below, which
are primarily equity funds.

How the manager selects the portfolio's investments

The manager periodically adjusts the allocation of the portfolio's assets among
different Smith Barney funds depending upon the manager's outlook for the equity
markets in general, particular sectors of such markets, and the performance
outlook for the underlying funds. In assessing the equity markets, the manager
considers a broad range of market and economic trends and quantitative factors.
The absolute historical performance and performance relative to the underlying
funds benchmarks also influence the weighting among funds. The manager tends to
emphasize underlying funds that focus upon larger capitalization companies.
However, the portfolio can invest in underlying funds that have a range of
investment styles and focuses, including small cap, international and sector
funds. The portfolio may also allocate a significant portion of its assets to
underlying funds that primarily invest in a broad range of debt securities to
help reduce volatility.

Target Allocation Target Range
Equity Funds 70% Equity Funds 60-80%
Fixed Income Funds 30% Fixed Income Funds 20-40%
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Underlying Funds and Target Percentage of Portfolio
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Smith Barney Appreciation Fund Inc. 0-30% Smith Barney Small Cap Blend Fund, Inc. 0-20%
- -----------------------------------------------------------------------------------------------------------
Smith Barney Contrarian Fund 0-30% Global Government Bond Portfolio 0-15%
- -----------------------------------------------------------------------------------------------------------
Smith Barney Fundamental Value Fund 0-30% Short-Term High Grade Bond Fund 0-15%
- -----------------------------------------------------------------------------------------------------------
Smith Barney High Income Fund 5-20% Smith Barney Aggressive Growth Fund 0-15%
- -----------------------------------------------------------------------------------------------------------
Cash Portfolio 0-20% Smith Barney Investment Grade Bond Fund 0-15%
- -----------------------------------------------------------------------------------------------------------
Concert Peachtree Growth Fund 0-20% Smith Barney Managed Governments Fund 0-15%
- -----------------------------------------------------------------------------------------------------------
International Equity Portfolio 0-20% International Balanced Portfolio 0-15%
- -----------------------------------------------------------------------------------------------------------
Large Cap Value Fund 0-20% Smith Barney Hansberger Global Small Cap
Value Fund 0-10%
- -----------------------------------------------------------------------------------------------------------
Smith Barney Government Securities Fund 0-20% Smith Barney Mid Cap Blend Fund 0-10%
- -----------------------------------------------------------------------------------------------------------
Smith Barney Hansberger Global Value Fund 0-20% Smith Barney Natural Resources Fund 0-10%
- -----------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Blend Fund 0-20% Smith Barney Small Cap Value Fund 0-10%
- -----------------------------------------------------------------------------------------------------------
Smith Barney Large Capitalization
Growth Fund 0-20%
- -----------------------------------------------------------------------------------------------------------
</TABLE>

Principal risks of investing in the portfolio

. An underlying fund's investments in foreign securities decline due to adverse
governmental action or political, economic or market instability in a foreign
country or region.

. The manager's judgment about the attractiveness and risk adjusted return
potential of particular asset classes, investment styles, underlying funds or
other issues proves to be wrong

Who may want to invest

The portfolio may be an appropriate investment if you:

. Are seeking growth of capital

. Are willing to accept the risks of the stock market with a greater exposure
to fixed income securities than the High Growth Portfolio

. Have a long-term time horizon and no need for current income

Concert Allocation Series Class Z Shares-- 6
<PAGE>

GROWTH PORTFOLIO

Past performance does not necessarily indicate how the portfolio will perform in
the future.

Quarterly returns:
Highest: xx% in ___ quarter 199X;
Lowest: xx% in ___ quarter 199X

Year to date: ____% (through 3/31/99)

Total Return for Class Z Shares

[THE FOLLOWING DATA WAS REPRESENTED BY A BAR CHART]

Calendar years ended December 31 98
- --------------------------------------------
5

Total Return

The bar chart indicates the risk of investing in the portfolio by showing the
performance of the portfolio's Class Z shares for the past calendar year.

- --------------------------------------------------------------------------------

The table indicates the risks of investing in the portfolio by comparing the
average annual total return of Class Z shares for the periods shown to that of
the S&P 500 Composite Stock Index (S&P 500), a broad-based unmanaged index of
widely held common stocks; the Russell 2000 Index (Russell 2000), a broad-based
unmanaged capitalization weighted index of small capitalization companies; the
Morgan Stanley Capital International EAFE Index (MSCI EAFE), a broad-based
unmanaged index of foreign stocks; and the Lehman Government/Corporate Bond
Index (Lehman), a broad-based unmanaged index of fixed income securities.

Average Annual Total Returns (Calendar Years Ended December 31, 1998)
- --------------------------------------------------------------------------------
Class Z S&P 500 Russell 2000 MSCI EAFE Lehman

1 Year

Since Inception * * * *

Inception Date 1/17/97 n/a n/a n/a n/a

* Index comparison begins on January [31], 1997.

Comparative performance

The table assumes redemption of shares at the end of the period and reinvestment
of distributions and dividends.

Shareholder fees (paid directly from your investment)
- --------------------------------------------------------------------------------

Maximum sales charge on purchases (as a % of offering price) None

Maximum deferred sales charge on redemptions (as a % of the lower None
of net asset value at purchase or redemption)

Annual fund operating expenses (paid by the portfolio as a % of net assets)

Management fee 0.35%

Distribution and service (12b-1) fees None

Other expenses None

Total annual fund operating expenses 0.35%

Fees and expenses

The table sets forth the fees and expenses you will pay if you invest in shares
of the portfolio.

Number of years you own your shares 1 year* 3 years 5 years 10 years*
- --------------------------------------------------------------------------------

Class Z (with or without redemption) $ $ $ $

*The example assumes: . You invest $10,000 for the period shown
. Your investment has a 5% return each year
. You reinvest all distributions and dividends
without a sales charge
. The portfolio's operating expenses remain the same

Example

The example helps you compare the costs of investing in the portfolio with other
mutual funds. Your actual costs may be higher or lower.

Concert Allocation Series Class Z Shares-- 7
<PAGE>

GLOBAL PORTFOLIO

Investment objective

Capital appreciation.

Principal investments

The portfolio may invest in the Smith Barney global, international and U.S.
equity funds listed below.

How the manager selects the portfolio's investments

The manager periodically adjusts the allocation of the portfolio's assets among
different Smith Barney funds depending upon the manager's outlook for the equity
markets in general, particular sectors of such markets, and the performance
outlook for the underlying funds. In assessing the equity markets, the manager
considers the relative outlook for domestic and international equity markets, a
broad range of market and economic trends and quantitative factors. The absolute
historical performance and performance relative to the underlying funds'
benchmarks also influence the weighting among funds. The manager tends to
emphasize a mix of underlying funds that together reflect a broad range of U.S.
and international equity investments. The portfolio can invest in underlying
funds that have a range of investment styles and focuses. Under normal market
conditions, the portfolio allocates all of its assets to funds that invest
primarily in equity securities.

Target Allocation Target Range
Equity Funds 100% Equity Funds 80-100%
Fixed Income Funds 0-20%
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Underlying Funds and Target Percentage of Portfolio
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Smith Barney Hansberger Global Value Fund 15-35% Smith Barney Small Cap Blend Fund, Inc. 0-20%
- ------------------------------------------------------------------------------------------------------------
International Equity Portfolio 10-35% Smith Barney Special Equities Fund 0-20%
- ------------------------------------------------------------------------------------------------------------
Smith Barney Hansberger Global Small Cap
Value Fund 5-20% European Portfolio 0-15%
- ------------------------------------------------------------------------------------------------------------
Cash Portfolio 0-20% Pacific Portfolio 0-15%
- ------------------------------------------------------------------------------------------------------------
Concert Peachtree Growth Fund 0-20% Smith Barney Mid Cap Blend Fund 0-15%
- ------------------------------------------------------------------------------------------------------------
Emerging Markets Portfolio 0-20% Smith Barney Natural Resources Fund Inc. 0-15%
- ------------------------------------------------------------------------------------------------------------
Large Cap Value Fund 0-20% Smith Barney Small Cap Value Fund 0-15%
- ------------------------------------------------------------------------------------------------------------
Smith Barney Aggressive Growth Fund 0-20% Smith Barney Appreciation Fund Inc. 0-10%
- ------------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Blend Fund 0-20% Smith Barney Contrarian Fund 0-10%
- ------------------------------------------------------------------------------------------------------------
Smith Barney Large Capitalization
Growth Fund 0-20% Smith Barney Fundamental Value Fund Inc. 0-10%
- ------------------------------------------------------------------------------------------------------------
</TABLE>
Principal risks of investing in the portfolio

Your investment in the portfolio is subject to the risks associated with
investing in equity securities generally. The principal risks associated with
investing in these securities is described on page 2 above. Your investment in
the portfolio is also subject to the following specific risks:

. An underlying fund's investments in foreign securities decline due to adverse
governmental action or political, economic or market instability in a foreign
country or region. These risks are heightened for investments in emerging
markets

. The manager's judgment about the attractiveness and risk adjusted return
potential of particular asset classes, investment styles, underlying funds or
other issues proves to be wrong

Who may want to invest

The portfolio may be an appropriate investment if you:

. Are an aggressive investor seeking capital appreciation

. Currently have exposure to fixed income investments and less volatile equity
investments and wish to broaden your investment portfolio

. Are willing to accept the risks of the stock market and the special risks of
investing in foreign securities, including those of emerging markets

. Have a long-term time horizon and no need for current income

Concert Allocation Series Class Z Shares-- 8
<PAGE>

GLOBAL PORTFOLIO

The portfolio's total return will vary from year to year, and its performance
will vary compared with that of broad-based, unmanaged international stock
indices. Although variations in the Performance portfolio's performance are an
indication of the risks of investing in the portfolio, past performance does not
necessarily indicate how the portfolio will perform in the future.

Shareholder fees (paid directly from your investment)
- --------------------------------------------------------------------------------

Maximum sales charge on purchases (as a % of offering price) None

Maximum deferred sales charge on redemptions (as a % of the lower of
net asset value at purchase or redemption) None

Annual fund operating expenses (paid by the portfolio as a % of net assets)

Management fee 0.35%

Distribution and service (12b-1) fees None

Other expenses None

Total annual fund operating expenses 0.35%

Fees and expenses

The table sets forth the fees and expenses you will pay if you invest in shares
of the portfolio.

Number of years you own your shares 1 year* 3 years* 5 years* 10 years*
- --------------------------------------------------------------------------------

Class Z (with or without $ $ $ $
redemption)

*The example assumes: . You invest $10,000 for the period shown
. Your investment has a 5% return each year
. You reinvest all distributions and dividends
without a sales charge
. The portfolio's operating expenses remain the same

Example

The example helps you compare the costs of investing in the portfolio with other
mutual funds. Your actual costs may be higher or lower.

Concert Allocation Series Class Z Shares-- 9
<PAGE>

BALANCED PORTFOLIO

Investment objective

Balance of growth of capital and income.

Principal investments

The portfolio may invest in the Smith Barney equity and fixed income funds
listed below.

How the manager selects the portfolio's investments

The manager periodically adjusts the allocation of the portfolio's assets among
different Smith Barney funds depending upon the manager's outlook for the equity
and bond markets in general, particular sectors of such markets, and the
performance outlook for the underlying funds. In assessing the equity and bond
markets, the manager considers a broad range of market and economic trends and
quantitative factors. The absolute historical performance and performance
relative to the underlying fund's benchmark also influence the weighting among
funds. In selecting equity funds, the manager tends to emphasize underlying
funds that focus upon established large-capitalization, U.S. stocks. The
portfolio's fixed income funds mainly invest in U.S. government and agency
securities and mortgage-backed securities. However, the portfolio can invest in
underlying funds that have a range of investment styles and focuses.

Target Allocation Target Range
Equity Funds 50% Equity Funds 40-60%
Fixed Income Funds 50% Fixed Income Funds 40-60%
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Underlying Funds and Target Percentage of Portfolio
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Smith Barney Diversified Strategic Income Fund 5-25% Concert Peachtree Growth Fund 0-15%
- ---------------------------------------------------------------------------------------------------------------
Large Cap Value Fund 5-20% Global Government Bond Portfolio 0-15%
- ---------------------------------------------------------------------------------------------------------------
Smith Barney Convertible Fund 5-20% International Equity Portfolio 0-15%
- ---------------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Blend Fund 5-20% Smith Barney Contrarian Fund 0-15%
- ---------------------------------------------------------------------------------------------------------------
Smith Barney Managed Governments Fund 5-20% Smith Barney Hansberger Global
Value Fund 0-15%
- ---------------------------------------------------------------------------------------------------------------
Smith Barney Premium Total Return Fund 5-20% Smith Barney High Income Fund 0-15%
- ---------------------------------------------------------------------------------------------------------------
Cash Portfolio 0-25% Smith Barney Large Capitalization
Growth Fund 0-15%
- ---------------------------------------------------------------------------------------------------------------
Short-Term High Grade Bond Fund 0-20% Smith Barney Small Cap Blend
Fund, Inc. 0-15%
- ---------------------------------------------------------------------------------------------------------------
Smith Barney Appreciation Fund Inc. 0-20% International Balanced Portfolio 0-10%
- ---------------------------------------------------------------------------------------------------------------
Smith Barney Fundamental Value Fund Inc. 0-20% Smith Barney Natural Resources
Fund Inc. 0-10%
- ---------------------------------------------------------------------------------------------------------------
Smith Barney Government Securities Fund 0-20%
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

Principal risks of investing in the portfolio

. An underlying fund's investments in foreign securities decline due to adverse
governmental action or political, economic or market instability in a foreign
country or region. These risks are heightened for investments in emerging
markets

. The manager's judgment about the attractiveness and risk adjusted return
potential of particular asset classes, investment styles, underlying funds or
other issues proves to be wrong

Who may want to invest

The portfolio may be an appropriate investment if you:

. Are willing to sacrifice some growth potential for less volatility

. Are willing to accept the risks of the stock market

. Have a long-term time horizon

Concert Allocation Series Class Z Shares-- 10
<PAGE>

BALANCED PORTFOLIO

Past performance does not necessarily indicate how the portfolio will perform in
the future.

Quarterly returns:
Highest: xx% in ___ quarter 199X;
Lowest: xx% in ___ quarter 199X

Year to date: ____% (through 3/31/99)

Total Return for Class Z Shares

[THE FOLLOWING DATA WAS REPRESENTED BY A BAR CHART]

Calendar years ended December 31 98
- ---------------------------------------------
5

Total return

The bar chart indicates the risks of investing in the portfolio by showing the
performance of the portfolio's Class Z shares for the past calendar year.

- --------------------------------------------------------------------------------

The table indicates the risks of investing in the portfolio by comparing the
average annual total return of Class Z shares for the periods shown to that of
the S&P 500 Composite Stock Index (S&P 500), a broad-based unmanaged index of
widely held common stocks; the Lehman Government/Corporate Bond Index (Lehman
Gov/Corp), a broad-based unmanaged index of fixed income securities; the Salomon
Smith Barney One-Year Treasury Bill Index (T-bill), consisting of one 1-Year
U.S. Treasury bill whose return is tracked until maturity; and the Salomon Smith
Barney World Government Bond Index (World Bond), a broad-based unmanaged index
of international fixed income securities.

Average Annual Total Returns (Calendar Years Ended December 31, 1998)
- --------------------------------------------------------------------------------
Class Z S&P 500 Lehman Gov/Corp T-bill World Bond

1 Year

Since Inception * * * *

Inception Date 1/17/97 n/a n/a n/a n/a

* Index comparison begins on January [31], 1997.

Comparative performance

The table assumes redemption of shares at the end of the period and reinvestment
of distributions and dividends.

Shareholder fees (paid directly from your investment)
- --------------------------------------------------------------------------------

Maximum sales charge on purchases (as a % of offering price) None

Maximum deferred sales charge on redemptions (as a % of the
lower of net asset value at purchase or redemption) None

Annual fund operating expenses (paid by the portfolio as a % of net assets)

Management fee 0.35%

Distribution and service (12b-1) fees None

Other expenses None

Total annual fund operating expenses 0.35%

Fees and expenses

The table sets forth the fees and expenses you will pay if you invest in shares
of the portfolio.

Number of years you own your shares 1 year* 3 years 5 years 10 years*

- --------------------------------------------------------------------------------

Class Z (With or without redemption) $ $ $ $

Example

The example helps you compare the costs of investing in the portfolio with other
mutual funds. Your actual costs may be higher or lower.

*The example assumes: . You invest $10,000 for the period shown
. Your investment has a 5% return each year
. You reinvest all distributions and dividends
without a sales charge
. The portfolio's operating expenses remain the same

Concert Allocation Series Class Z Shares-- 11
<PAGE>

CONSERVATIVE PORTFOLIO

Investment objective

Primary: Income.
Secondary: Long-term growth of capital.

Principal investments

How the manager selects the portfolio's investments

Target Allocation Target Range
Equity Funds 30% Equity Funds 20-40%
Fixed Income Funds 70% Fixed Income Funds 60-80%
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Underlying Funds and Target Percentage of Portfolio
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Smith Barney Diversified Strategic Income Fund 10-30% Short-Term High Grade Bond Fund 0-20%
- ----------------------------------------------------------------------------------------------------------------------
Smith Barney Managed Governments Fund Inc. 5-25% Smith Barney High Income Fund 0-20%
- ----------------------------------------------------------------------------------------------------------------------
Smith Barney Premium Total Return Fund 5-25% Smith Barney Appreciation Fund Inc. 0-15%
- ----------------------------------------------------------------------------------------------------------------------
Smith Barney Government Securities Fund 5-20% Smith Barney Fundamental Value Fund Inc. 0-15%
- ----------------------------------------------------------------------------------------------------------------------
Smith Barney Convertible Fund 5-15% International Balanced Portfolio 0-10%
- ----------------------------------------------------------------------------------------------------------------------
Cash Portfolio 0-30% International Equity Portfolio 0-10%
- ----------------------------------------------------------------------------------------------------------------------
Global Government Bond Portfolio 0-20% Smith Barney Hansberger Global Value Fund 0-10%
- ----------------------------------------------------------------------------------------------------------------------
Large Cap Value Fund 0-20%
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
Principal risks of investing in the portfolio

Your investment in the portfolio is subject to the risks associated with
investing in fixed income securities and, to a lesser degree, equity securities
generally. The principal risks associated with investing in these securities is
described on page 2 above. Your investment in the portfolio is also subject to
the following specific risks:

. The manager's judgment about the attractiveness and risk adjusted return
potential of particular asset classes, investment styles, underlying funds or
other issues proves to be wrong

Who may want to invest

The portfolio may be an appropriate investment if you:

. Are seeking income, but also some long-term growth of capital to help offset
the loss of purchasing power due to inflation

. Are a conservative investor willing to sacrifice some growth potential in
exchange for less (but not zero) volatility

Concert Allocation Series Class Z Shares-- 12
<PAGE>

CONSERVATIVE PORTFOLIO

Past performance does not necessarily indicate how the portfolio will perform in
the future.

Quarterly returns:
Highest: xx% in ___ quarter 199X;
Lowest: xx% in ___ quarter 199X

Year to date: ____% (through 3/31/99)

Total Return for Class Z Shares

[THE FOLLOWING DATA WAS REPRESENTED BY A BAR GRAPH]

Calendar years ended December 31 98
---------------------------------------
5

Total return

The bar chart indicates the risks of investing in the portfolio by showing the
performance of the portfolio's Class Z shares for the past calendar year.

- --------------------------------------------------------------------------------

The table indicates the risks of investing in the portfolio by comparing the
average annual total return of Class Z shares for the periods shown to that of
the S&P 500 Composite Stock Index (S&P 500), a broad-based unmanaged index of
widely held common stocks; the Lehman Government/Corporate Bond Index (Lehman),
a broad-based unmanaged index of fixed income securities; Salomon Smith Barney
High Yield Market Index (High Yield), a broad-based unmanaged index of high
yield securities and the Salomon Smith Barney One-Year Treasury Bill Index (T-
bill), consisting of one 1-Year U.S. Treasury bill whose return is tracked until
maturity.

Average Annual Total Returns (Calendar Years Ended December 31, 1998)
- --------------------------------------------------------------------------------
Class Z S&P 500 Lehman High T-bill

1 Year

Since * * * *

Inception 1/17/97 n/a n/a n/a n/a

* Index comparison begins on January [31], 1997.

Comparative performance

The table assumes redemption of shares at the end of the period and reinvestment
of distributions and dividends.

Shareholder fees (paid directly from your investment)
- --------------------------------------------------------------------------------

Maximum sales charge on purchases (as a % of offering price) None

Maximum deferred sales charge on redemptions (as a % of the
lower of net asset value at purchase or redemption) None

Annual fund operating expenses (paid by the portfolio as a % of net assets)

Management fee 0.35%

Distribution and service (12b-1) fees None

Other expenses None

Total annual fund operating expenses 0.35%

Fees and expenses

The table sets forth the fees and expenses you will pay if you invest in shares
of the portfolio.

Number of years you own your 1 year* 3 5 10
- --------------------------------------------------------------------------------

Class Z (with or without redemption) $ $ $ $

*The example assumes: . You invest $10,000 for the period shown
. Your investment has a 5% return each year
. You reinvest all distributions and dividends
without a sales charge
. The portfolio's operating expenses remain the same

Example

The example helps you compare the costs of investing in the portfolio with other
mutual funds. Your actual costs may be higher or lower.

Concert Allocation Series Class Z Shares-- 13
<PAGE>

INCOME PORTFOLIO

Investment objective

High current income.

Principal investments

The portfolio invests primarily in the Smith Barney funds listed below that
focus on taxable fixed income securities.

How the manager selects the portfolio's investments

The manager periodically adjusts the allocation of the portfolio's assets among
different Smith Barney funds depending upon the manager's outlook for the
different sectors of the bond market and, to lesser degree, the equities
markets. In assessing the bond markets, the manager considers a broad range of
economic trends and quantitative factors. The absolute historical performance
and performance relative to the underlying funds' benchmarks influence the
weighting among funds. The portfolio focuses on funds that invest in a broad
range of fixed income securities. The portfolio may also allocate a portion of
its assets to underlying funds that primarily invest in equity securities.

Target Allocation Target Range
Equity Funds 10% Equity Funds 0-20%
Fixed Income Funds 90% Fixed Income Funds 80-100%
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Underlying Funds and Target Percentage of Portfolio
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Smith Barney Diversified Strategic Income Fund 10-30% Smith Barney Convertible Fund 0-15%
- -------------------------------------------------------------------------------------------------------------------
Short-Term High Grade Bond Fund 5-30% Smith Barney Investment Grade Bond Fund 0-15%
- -------------------------------------------------------------------------------------------------------------------
Smith Barney Managed Governments Fund Inc. 5-30% Smith Barney Premium Total Return Fund 0-15%
- -------------------------------------------------------------------------------------------------------------------
Smith Barney Government Securities Fund 5-20% International Balanced Portfolio 0-10%
- -------------------------------------------------------------------------------------------------------------------
Cash Portfolio 0-30% International Equity Portfolio 0-10%
- -------------------------------------------------------------------------------------------------------------------
Smith Barney High Income Fund 0-25% Smith Barney Appreciation Fund Inc. 0-10%
- -------------------------------------------------------------------------------------------------------------------
Global Government Bond Portfolio 0-20% Smith Barney Fundamental Value Fund Inc. 0-10%
- -------------------------------------------------------------------------------------------------------------------
Large Cap Value Fund 0-15%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

Principal risks of investing in the portfolio

Your investment in the portfolio is subject to the risks associated with
investing in fixed income securities and, to a lesser degree, equity securities
generally. The principal risks associated with investing in these securities is
described on page 2 above. Your investment in the portfolio is also subject to
the following specific risks:

. The manager's judgment about the attractiveness and risk adjusted return
potential of particular asset classes, investment styles, underlying funds or
other issues proves to be wrong

Who may want to invest

The portfolio may be an appropriate investment if you:

. Are seeking current income

. Are a conservative investor willing to sacrifice growth potential for less
(but not zero) volatility

Concert Allocation Series Class Z Shares-- 14
<PAGE>

INCOME PORTFOLIO

Past performance does not necessarily indicate how the portfolio will perform in
the future.

Quarterly returns:
Highest: xx% in ___ quarter 199X;
Lowest: xx% in ___ quarter 199X

Year to date: ____% (through 3/31/99)

Total Return for Class Z Shares

[THE FOLLOWING DATA WAS REPRESENTED BY A BAR CHART]

Calendar years ended December 31 98
---------------------------------------
5

Total return

The bar chart indicates the risks of investing in the portfolio by showing the
performance of the portfolio's Class Z shares for the past calendar year.

- --------------------------------------------------------------------------------

The table indicates the risks of investing in the portfolio by comparing the
average annual total return of Class Z shares for the periods shown to that of
the S&P 500 Composite Stock Index (S&P 500), a broad-based unmanaged index of
widely held common stocks; the Lehman Government/Corporate Bond Index (Lehman),
a broad-based unmanaged index of fixed income securities; Salomon Smith Barney
High Yield Market Index (High Yield), a broad-based unmanaged index of high
yield securities and the Salomon Smith Barney One-Year Treasury Bill Index (T-
bill), consisting of one 1-Year U.S. Treasury bill whose return is tracked until
maturity.

Average Annual Total Returns (Calendar Years Ended December 31, 1998)
- --------------------------------------------------------------------------------

Class Z S&P 500 Lehman High Yield T-bill

1 Year

Since * * * *

Inception 1/17/97 n/a n/a n/a n/a

* Index comparison begins on January [31], 1997.

Comparative performance

The table assumes redemption of shares at the end of the period and reinvestment
of distributions and dividends.

Shareholder fees (paid directly from your investment)
- --------------------------------------------------------------------------------

Maximum sales charge on purchases (as a % of offering price) None

Maximum deferred sales charge on redemptions (as a % of the
lower of net asset value at purchase or redemption) None

Annual fund operating expenses (paid by the portfolio as a % of net assets)

Management fee 0.35%

Distribution and service (12b-1) fees None

Other expenses None

Total annual fund operating expenses 0.35%

Fees and expenses

The table sets forth the fees and expenses you will pay if you invest in shares
of the portfolio.

Number of years you own your 1 year* 3 5 10 years*
- --------------------------------------------------------------------------------

Class Z (with or without redemption) $ $ $ $

*The example assumes: . You invest $10,000 for the period shown

. Your investment has a 5% return each year

. You reinvest all distributions and dividends
without a sales charge

. The portfolio's operating expenses remain the same

Example

The example helps you compare the costs of investing in the portfolio with other
mutual funds. Your actual costs may be higher or lower.

Concert Allocation Series Class Z Shares-- 15
<PAGE>

MORE ON THE PORTFOLIOS' INVESTMENTS

Underlying funds

The following is a description of the investment objectives and principal
investments of the underlying funds in which the portfolios invest.

The underlying funds that invest primarily in equity securities are:

Smith Barney Fundamental Value Fund Inc.'s investment objective is long-term
capital growth. Current income is a secondary objective. The fund seeks to
achieve its primary objective by investing in a diversified portfolio of common
stocks and common stock equivalents and, to a lesser extent, in bonds and other
debt instruments.

Smith Barney Contrarian Fund's investment objective is long-term growth of
capital. The fund attempts to achieve its objective by investing primarily in
undervalued or out of favor common stock and other securities, including debt
securities that are convertible into common stock and that are currently price
depressed.

Large Cap Value Fund seeks current income and long-term growth of capital. The
fund invests primarily in common stocks of companies having a market
capitalization of at least $5 billion that are considered by its adviser (i) to
be undervalued by the marketplace, (ii) to offer potential opportunities not yet
recognized by the marketplace, or (iii) to have been out of favor in the
marketplace but that are poised to turn around because of a new management team,
product or business strategy.

Smith Barney Large Cap Blend Fund seeks long-term capital growth by investing
primarily in common stocks ad other equity securities of large capitalization
companies with market capitalizations greater than $5 billion at the time of
investment that exhibit growth and/or value attributes.

Smith Barney Mid Cap Blend Fund seeks long-term growth of capital by investing
primarily in equity securities of medium-sized companies whose market
capitalizations are no greater than the market capitalizations
of companies in the S&P Mid Cap Index at the time of investment.

Concert Peachtree Growth Fund's investment objective is capital appreciation
by investing in securities believed to have above average potential for capital
appreciation. In attempting to achieve the fund's investment objective, the fund
uses a disciplined approach to identify equity securities of companies having
prospects of strong, sustainable earnings growth and that are believed to afford
attractive opportunities for stock price appreciation.

Smith Barney Small Cap Blend Fund, Inc. seeks long-term capital appreciation
by investing primarily in the common stocks of U.S. companies with relatively
small market capitalizations at the time of investment.

Concert Allocation Series Class Z Shares-- 16
<PAGE>

MORE ON THE PORTFOLIOS' INVESTMENTS

Smith Barney Small Cap Value Fund seeks long-term growth of capital by
investing primarily in equity securities of smaller capitalized companies whose
market capitalizations are no greater than the market capitalizations of
companies in the Russell 2000 Value Index at the time of investment.

Smith Barney Natural Resources Fund Inc. seeks long-term capital appreciation
by investing primarily in equity and debt securities of issuers in a variety of
natural resources industries.

Emerging Markets Portfolio seeks long-term capital appreciation through a
portfolio invested primarily in securities of emerging country issuers.

International Equity Portfolio seeks total return on its assets from growth of
capital and income. The fund invests primarily in a diversified portfolio of
equity securities of foreign companies including exchange traded and over-the-
counter common stocks and preferred shares, debt securities convertible into
equity securities and rights and warrants relating to equity securities.

European Portfolio seeks long-term capital appreciation by investing primarily
in the equity securities of issuers based in European countries including
countries located in Western Europe (e.g., France, Germany, Italy, the
Netherlands, Switzerland and the United Kingdom) and Eastern Europe (e.g., Czech
Republic, Hungary, Poland and the countries of the former Soviet Union).

Pacific Portfolio seeks long-term capital appreciation by investing primarily
in equity securities of companies in Australia, Hong Kong, India, Indonesia,
Japan, Malaysia, New Zealand, Pakistan, Papua New Guinea, the People's Republic
of China, the Philippines, Singapore, South Korea, Sri Lanka, Taiwan and
Thailand.

The underlying funds that invest primarily in fixed income securities are:

Smith Barney High Income Fund seeks to provide shareholders with high current
income. Although growth of capital is not an investment objective of the fund,
its adviser may consider potential for growth as one factor, among others, in
selecting investments for the fund. The fund will seek high current income by
investing in high risk, high-yielding corporate bonds, debentures and notes
denominated in U.S. dollars or foreign currencies.

Concert Allocation Series Class Z Shares-- 17
<PAGE>

MORE ON THE PORTFOLIOS' INVESTMENTS

Smith Barney Government Securities Fund seeks high current return by investing
in obligations of, or securities guaranteed by, the U.S. government, its
agencies or instrumentalities (including, without limitation, treasury bills and
bonds, mortgage participation certificates issued by the Federal Home Loan
Mortgage Corporation ("FHLMC") and mortgage-backed securities issued by the
Government National Mortgage Association ("GNMA").

Short-Term High Grade Bond Fund seeks current income, preservation of capital
and liquidity. The fund seeks to achieve its objective by investing its assets
in corporate debt securities, bank obligations and securities issued by the U.S.
government and its agencies and instrumentalities.

Global Government Bond Portfolio seeks as high a level of current income and
capital appreciation as is consistent with its policy of investment principally
in high quality bonds of the U.S. and foreign governments.

Cash Portfolio is a money market fund that seeks maximum current income and
preservation of capital by investing in high quality U.S. dollar denominated
short-term debt securities.

Smith Barney Convertible Fund seeks current income and capital appreciation by
investing in investment and non-investment grade convertible securities and in
combinations of non-convertible fixed-income securities and warrants or call
options that together resemble convertible securities.

International Balanced Portfolio seeks a competitive total return on assets
from growth of capital and income through a portfolio invested primarily in
securities of established non-U.S. issuers.

Temporary defensive investments all portfolios

Portfolio turnover all portfolios

Concert Allocation Series Class Z Shares-- 18
<PAGE>

MORE ON THE PORTFOLIOS' INVESTMENTS

Non-diversification

Changes in allocations

High yield securities

. Increased price sensitivity to changing interest rates
. Greater risk of loss because of default or declining credit quality
. Adverse company specific events are more likely to render the issuer unable
to make interest and/or principal payments
. A negative perception of the high yield market may develop, depressing the
price and liquidity of high yield securities. This negative perception could
last for a significant period of time

Foreign securities

. Less information about non-U.S. issuers or markets may be available because
of less rigorous disclosure and accounting standards or regulatory practices
. Many non-U.S. markets are smaller, less liquid and more volatile than U.S.
markets. In a changing market, the adviser may not be able to sell the fund's
portfolio securities in amounts and at prices the adviser considers
reasonable
. The U.S. dollar may appreciate against non-U.S. currencies or a foreign
government may impose restrictions on currency conversion or trading
. The economies of non-U.S. countries may grow at a slower rate than expected
or may experience a downturn or recession
. Economic, political and social developments that adversely affect the
securities markets
. Foreign governmental obligations involve the risk of debt moratorium,
repudiation or renegotiation and the fund may be unable to enforce its rights
against the issuers

Concert Allocation Series Class Z Shares-- 19
<PAGE>

MORE ON THE PORTFOLIOS' INVESTMENTS

Small capitalization issuers

. Be more sensitive to changes in the economy, earnings results and investor
expectations
. Have more limited product lines and capital resources
. Experience sharper swings in market values
. Be harder to sell at the times and prices the fund thinks appropriate
. Offer greater potential for gain and loss

Derivatives

. To hedge against the economic impact of adverse changes in the market value
of its securities, because of changes in stock market prices, currency
exchange rates or interest rates
. As a substitute for buying or selling securities

Investment Policies
all portfolios

<PAGE>

MANAGEMENT

Investment Manager and Portfolio Managers

The portfolios' investment manager is SSBC Fund Management, Inc., an affiliate
of Salomon Smith Barney Inc. The manager's address is 388 Greenwich Street, New
York, NY 10013. The manager selects the portfolios' investments and oversees
their operations. The manager and Salomon Smith Barney are subsidiaries of
Citigroup Inc. Citigroup businesses produce a broad range of financial
services --asset management, banking and consumer finance, credit and charge
cards, insurance, investments, investment banking and trading -- and use diverse
channels to make them available to consumer and corporate customers around the
world.

Management fees

Management fees paid during the fiscal year ended January 31, 1999
(as % of average daily net assets)
- --------------------------------------------------------------------------------

High Growth Growth Global Balanced Conservative Income

x.xx% x.xx% x.xx% x.xx% x.xx% x.xx%

Distributor

Year 2000 issue

Possible conflict of interest

The Directors and officers of the Concert Series also serve in similar positions
with many of the underlying Smith Barney funds. Thus, if the interests of a
portfolio and the underlying funds were ever to become divergent, it is possible
that a conflict of interest could arise and affect how the directors and
officers of the Concert Series fulfill their fiduciary duties to that portfolio
and the underlying funds. The Directors of the Concert Series believe they have
structured each portfolio to avoid these concerns. However, conceivably a
situation could occur where proper action for the Concert Series or a portfolio
separately could be adverse to the interests of an underlying fund, or the
reverse could occur. If such a possibility arises, the directors and officers of
the Concert Series, the affected underlying funds and the investment
manager will carefully analyze the situation and take all steps
they believe reasonable to minimize
and, where possible, eliminate the potential conflict. Moreover, limitations on
aggregate investments in the underlying funds have been adopted by the Concert
Series to minimize this possibility, and close and continuous monitoring will be
exercised to avoid, insofar as is possible, these concerns.

Concert Allocation Series Class Z Shares-- 21
<PAGE>

Buying, selling and exchanging Class Z shares

Through a qualified plan

You may buy, sell or exchange Class Z shares only through a "qualified plan." A
qualified plan is a tax-exempt employee benefit or retirement plan of Salomon
Smith Barney Inc. or one of its affiliates.

There are no minimum investment requirements for Class Z shares. However, each
portfolio reserves the right to change this policy at any time.

Buying

Orders to buy Class Z shares must be made in accordance with the terms of a
qualified plan. If you are a participant in a qualified plan, you may place an
order with your plan to buy Class Z shares at net asset value, without any sales
charge. Payment is due to Salomon Smith Barney on settlement date, which is the
third business day after your order is accepted. If you make payment prior to
this date, you may designate a temporary investment (such as a money market fund
of the Smith Barney funds) for payment until settlement date. Each portfolio
reserves the right to reject any order to buy shares and to suspend the offering
of shares for a period of time.

Selling

Qualified plans may redeem their shares on any day on which each portfolio
calculates its net asset value. You should consult the terms of your qualified
plan for special redemption provisions.

Exchanging

You should consult your qualified plan for information about available exchange
options.

Other Information

The fund has the right to:

- - Suspend the offering of shares
- - Suspend or postpone redemtpions of shares on any day when trading on
The New York Stock Exchange is restricted, or as otherwise permitted
By the Securities and Exchange Commission
- - Reject any purchase or exchange order
- - Change, revoke or suspend the exchange privilege

Concert Allocation Series Class Z Shares-- 22
<PAGE>

DISTRIBUTIONS, DIVIDENDS AND TAXES

The portfolios normally pay dividends and distribute capital gains, if any, as
follows:

Dividends and distributions

Annual distributions of capital gain normally take place at the end of the year
in which the gain is realized or the beginning of the next year.
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------
Portfolio Income Dividend Capital Gain Distributions
Distributions Distributions Mostly From
High Growth Annually Annually Gain
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Growth Annually Annually Gain
Global Annually Annually Gain
Balanced Quarterly Annually Gain
Conservative Quarterly Annually Income
Income Monthly Annually Income
</TABLE>

Taxes In general, redeeming Class Z shares, exchanging Class Z shares and
receiving distributions are all non-taxable events for purposes of federal
income taxation.

After the end of each year, the fund will provide you with information about the
distributions and dividends you received and any redemptions of shares during
the previous year. If you do not provide your qualified plan with your correct
taxpayer identification number and any required certifications, you may be
subject to back-up withholding of 31% of your distributions, dividends, and
redemption proceeds.

Because each shareholder's circumstances are different and special tax rules may
apply, you should consult your tax adviser about your investment in the fund.

Concert Allocation Series Class Z Shares-- 23
<PAGE>

SHARE PRICE

Qualified plans may buy, exchange or redeem Class Z shares of each portfolio at
their net asset value next determined after receipt of your request in good
order. Each portfolio's net asset value is the value of its assets minus its
liabilities. Net asset value is calculated separately for each class of shares.
Each portfolio calculates its net asset value every day the New York Stock
Exchange is open. The Exchange is closed on certain holidays listed in the
Statement of Additional Information. This calculation is done when regular
trading closes on the Exchange (normally 4:00 p.m., Eastern time). The value of
each underlying fund is the fund's net asset value at the time of computation.

In order to buy, redeem or exchange shares at that day's price, you must place
your order with your qualified plan before the New York Stock Exchange closes.
If the Exchange closes early, you must place your order prior to the actual
closing time. Otherwise, you will receive the next business day's price.

Your qualified plan must transmit all orders to buy, exchange or redeem shares
to the portfolios' agent before the agent's close of business.

Concert Allocation Series Class Z Shares-- 24
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand the
performance of each portfolios' Class Z shares for the past five years (or since
inception if less than five years). Certain information reflects financial
results for a single share. Total return represents the rate that a shareholder
would have earned (or lost) on a portfolio share assuming reinvestment of all
dividends and distributions. The information in the following tables was audited
by KPMG LLP, independent auditors, whose report, along with the portfolio's
financial statement are included in the annual report (available upon request).

For a Class Z share of capital stock outstanding throughout each year ending
January 31:
<TABLE>
<CAPTION>
High Growth Portfolio Growth Portfolio
-----------------------------------------------------------------------
1999 1998(3) 1997(1) 1999 1998(3) 1997(1)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning
of year $12.41 $12.24 $12.32 $12.18
- -----------------------------------------------------------------------------------------------------
Income from operations:
Net investment
income(2) 0.17 0.01 0.73 0.02
Net realized and
unrealized gain 0.89 0.16 0.75 0.12
- -----------------------------------------------------------------------------------------------------
Total income from
operations 1.06 1.48 0.14
- -----------------------------------------------------------------------------------------------------
Less distributions from:
Net investment income (0.17) -- (0.35) --
Net realized gains (0.33) -- (0.46) --
- -----------------------------------------------------------------------------------------------------
Total distributions (0.50) -- (0.81) --
- -----------------------------------------------------------------------------------------------------
Net asset value, end of year $12.97 $12.41 $12.99 $12.32
- -----------------------------------------------------------------------------------------------------
Total return 8.57% 1.39%(4) 12.08% 1.15%(4)
- -----------------------------------------------------------------------------------------------------
Net assets, end of year $3,037 $ 4 $2,908 $ 6
(000's)
- -----------------------------------------------------------------------------------------------------
Ratios to average net
assets:
Expenses 0.35% 0.35%(5) 0.35% 0.35%(5)
Net investment income 1.25 3.33(4) 5.24 5.30(4)
- -----------------------------------------------------------------------------------------------------
Portfolio turnover rate 39% 0% 41% 0%
- -----------------------------------------------------------------------------------------------------
</TABLE>

(1) For the period from January 17, 1997 (inception date) to January 31, 1997.
(2) Net investment income per share includes short-term capital gain
distributions from underlying funds.
(3) Per share amounts calculated using the monthly average shares method.
(4) Not annualized.
(5) Annualized.

For a Class Z share of capital stock outstanding throughout each year ending
January 31:
<TABLE>
<CAPTION>
Global Portfolio Balanced Portfolio
-----------------------------------------------------
1999(7) 1999 1998(3) 1997(1)
- -----------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning
of year $12.13 $12.10
- -----------------------------------------------------------------------------------
Income from operations:
Net investment income(2) 1.11 0.00(6)
Net realized and
unrealized gain 0.30 0.03
- -----------------------------------------------------------------------------------
Total income from
operations 1.41 0.03
- -----------------------------------------------------------------------------------
Less distributions from:
Net investment income (0.57) --
Net realized gains (0.36) --
- -----------------------------------------------------------------------------------
Total distributions (0.93) --
- -----------------------------------------------------------------------------------
Net asset value, end of year $12.61 $12.13
- -----------------------------------------------------------------------------------
Total return 11.82% 0.25%(4)
- -----------------------------------------------------------------------------------
Net assets, end of year
(000's) $2,919 $ 2
- -----------------------------------------------------------------------------------
Ratios to average net
assets:
Expenses 0.35% 0.35%(5)
Net investment income 8.31 5.39(4)
- -----------------------------------------------------------------------------------
Portfolio turnover rate 23% 0%
- -----------------------------------------------------------------------------------
</TABLE>

Concert Allocation Series Class Z Shares-- 25
<PAGE>

For a Class Z share of capital stock outstanding throughout each year ended
January 31:

<TABLE>
<CAPTION>
Conservative Portfolio Income Portfolio
-------------------------------------------------------------------
1999 1998(3) 1997(1) 1999 1998 1997(1)
=============================================================================================
<S> <C> <C> <C> <C>
Net asset value,
beginning of year $11.90 $11.89 $11.53 $11.55
- ---------------------------------------------------------------------------------------------
Income from operations:
Net investment
income(2) 0.84 0.01 0.84 0.07
Net realized and
unrealized gain 0.56 -- 0.49 (0.03)
- ---------------------------------------------------------------------------------------------
Total income from
operations 1.40 0.01 1.33 0.04
- ---------------------------------------------------------------------------------------------
Less distributions from:
Net investment income (0.73) -- (0.82) (0.06)
Net realized gains (0.40) -- (0.29) --
- ---------------------------------------------------------------------------------------------
Total distributions (1.13) -- (1.11) (0.06)
- ---------------------------------------------------------------------------------------------
Net asset value, end of
year $12.17 $11.90 $11.75 $11.53
- ---------------------------------------------------------------------------------------------
Total return 12.09% 0.08%(4) 11.88% 0.35%(4)
- ---------------------------------------------------------------------------------------------
Net assets, end of year
(000's) $ 638 $ 1 $ 691 $ 0.2
- ---------------------------------------------------------------------------------------------
Ratios to average net
assets:
Expenses 0.35% 0.35%(5) 0.35% 0.35%(5)
Net investment income 6.42 6.15(4) 6.85 6.86(4)
- ---------------------------------------------------------------------------------------------
Portfolio turnover rate 28% 0% 28% 0%
- ---------------------------------------------------------------------------------------------
</TABLE>

Concert Allocation Series Class Z Shares-- 26
<PAGE>

SMITH BARNEY CONCERT ALLOCATION SERIES INC.

CLASS Z

- --------------------------------------------------------------------------------

High Growth Portfolio Balanced Portfolio
Global Portfolio Conservative Portfolio
Growth Portfolio Income Portfolio

- --------------------------------------------------------------------------------

Additional Information About the Portfolios

Visit our web site Our web site is located at www.smithbarney.com

You can also review the portfolios' shareholder reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. You can get copies of these materials
for a fee by writing to the Public Reference Section of the Commission,
Washington, D.C. 20549-6009. Information about the public reference room may be
obtained by calling 1-800-SEC-0330. You can get the same reports and
information free from the Commission's Internet web site -- http://www.sec.gov

/SM/ Salomon Smith Barney is a service mark of Salomon Smith Barney Inc.

(Investment Company Act file no. 811-07435)

[FD01233 5/99]
<PAGE>

SMITH BARNEY
CONCERT ALLOCATION SERIES

PROSPECTUS

------------------------------

Select High Growth Portfolio

Select Growth Portfolio

Select Balanced Portfolio

Select Conservative Portfolio

Select Income Portfolio

------------------------------

June 1, 1999

Shares of each portfolio are offered to insurance company separate accounts
that fund certain variable annuity and variable life insurance contracts and to
qualified retirement and pension plans. This prospectus should be read together
with the prospectus for the contracts.

The Securities and Exchange Commission has not approved or disapproved these
securities or determined whether this prospectus is accurate or complete.
Any statement to the contrary is a crime.
<PAGE>

CONTENTS

Things you should know before investing............................... 2

Portfolio goals, strategies and risks:

High Growth Portfolio............................................ 4
Growth Portfolio................................................. 6
Balanced Portfolio............................................... 8
Conservative Portfolio........................................... 10
Income Portfolio................................................. 12

More on the portfolios' investments................................... 14

Management............................................................ 19

Share transactions.................................................... 20

Distributions, dividends and taxes.................................... 21

Share price........................................................... 22

Financial highlights.................................................. 23

Concert Series - Select Portfolios - 1
<PAGE>

THINGS YOU SHOULD KNOW BEFORE INVESTING

About the portfolios

Each portfolio is a "fund of funds" - meaning it invests in other mutual funds
rather than directly in portfolio securities like stocks, bonds, and money
market instruments. These underlying mutual funds will be open-end funds
managed by the investment manager or its affiliates and have similar, but not
identical, investment goals as the portfolios.

Each portfolio is managed to serve as a complete investment program or as a
core part of a larger portfolio.

Each portfolio is managed with a Target Allocation and a Target Range.

Target Allocation is the manager's initial strategic focus in allocating
between equity funds and fixed income funds.

Target Range is the range in which the manager may vary from the Target
Allocation.

Investing primarily in other mutual funds presents special risks

. One underlying fund may buy the same securities that another underlying
fund sells and you would indirectly bear the costs of these trades without
accomplishing any investment purpose.

. Because the portfolios invest in a broad array of asset classes, they may
not experience the full upside or downside performance of any particular
asset class.

You should know:
An investment in any of the portfolios is not a bank deposit and is not
insured or guaranteed by the FDIC or any other government agency.

Concert Series - Select Portfolios - 2
<PAGE>

Principal risks of investing in fixed income securities and equity securities

The portfolios invest in underlying funds that, in turn, invest in fixed income
securities and equity securities. There are certain risks common to investments
in fixed income securities and equity securities that are set forth below.
Because each portfolio has a different investment strategy, there are also
principal risks which are specific to an investment in a particular portfolio.
These unique risks are described in the portfolio summaries beginning on the
next page.

Fixed Income Securities. Although Equity Securities. Equity
fixed income securities generally securities, particularly common
are considered to be less volatile stocks, have historically generated
than stocks, they do fluctuate in higher average returns than fixed
price in response to changes in income securities but have also
interest rates and credit quality. experienced significantly more
You could lose money on your volatility in those returns. You
investment in a portfolio, or a could lose money on your investment
portfolio may not perform as well as in a portfolio, or a portfolio may
other investments, if: not perform as well as other
investments if:
. Interest rates go up, making
prices of fixed income securities . Stock prices decline generally
and the value of the portfolio's . An adverse event, such as an
investment in fixed income funds go unfavorable earnings report depresses
down the value of a particular issuer's
. The issuer of a security owned by security held by an underlying fund
an underlying fund defaults on its
obligation to pay principal and/or
interest or has its credit rating
downgraded
. During periods of declining
interest rates, the issuer of a
security may have an option to
prepay principal earlier than
scheduled, which, if exercised,
would force an underlying fund to
reinvest in lower yielding
securities. This is known as call or
prepayment risk
. During periods of rising interest
rates, the average life of certain
types of securities may be extended
because of slower than expected
principal payments. This may lock
in a below-market interest rate,
increase the security's duration and
reduce the value of the security.
This is known as extension risk

Concert Series - Select Portfolios - 3
<PAGE>

HIGH GROWTH PORTFOLIO

Investment objective

Capital appreciation.

Principal investments

The portfolio may invest in the Smith Barney mutual funds listed below, which
are primarily equity funds.

How the manager selects the portfolio's investments

The manager periodically adjusts the allocation of the portfolio's assets among
different Smith Barney funds depending upon the manager's outlook for the equity
markets in general, particular sectors of such markets and the performance
outlook for the underlying funds. In assessing the equity markets, the manager
considers a broad range of market and economic trends and quantitative factors.
The absolute historical performance and performance relative to the underlying
funds' benchmarks also influence the weighting among funds. The manager tends to
emphasize underlying funds that focus upon smaller cap, higher growth companies.
However, the portfolio can invest in underlying funds that havea range of
investment styles and focuses, including large cap, international, emerging
markets andsector funds. The portfolio may also allocate a portion of its assets
to underlying funds that primarily invest in debt securities.

Target Allocation Target Range
Equity Funds 90% Equity Funds 80-100%
Fixed Income Funds 10% Fixed Income Funds 0-20%

- ------------------------------------------------------------------------------------------------------------------
Underlying Funds and Target Percentage of Portfolio
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Smith Barney Aggressive Growth Fund 10-30% Smith Barney Hansberger Global Small Cap Value Fund 0-20%
International Equity Portfolio 5-25% Smith Barney High Income Fund 0-20%
Smith Barney Hansberger Global Value Fund 0-25% Smith Barney Large Cap Blend Fund 0-20%
Smith Barney Small Cap Blend Fund, Inc. 0-25% Smith Barney Large Capitalization Growth Fund 0-20%
Cash Portfolio 0-20% Global Government Bond Portfolio 0-15%
Concert Peachtree Growth Fund 0-20% International Balanced Portfolio 0-15%
Emerging Markets Portfolio 0-20% Smith Barney Government Securities Fund 0-15%
Large Cap Value Fund 0-20% Smith Barney Investment Grade Bond Fund 0-15%
Smith Barney Appreciation Fund 0-20% Smith Barney Mid Cap Blend Fund 0-15%
Smith Barney Contrarian Fund 0-20% Smith Barney Small Cap Value Fund 0-15%
Smith Barney Fundamental Value Fund 0-20% Smith Barney Natural Resources Fund 0-10%

</TABLE>
Principal risks of investing in the portfolio

. Growth stocks or small capitalization stocks fall out of favor with
investors

. The manager's judgment about the attractiveness and risk adjusted
return potential of particular asset classes, investment styles,
underlying funds or other issues proves to be wrong

Concert Series - Select Portfolios - 4
<PAGE>

HIGH GROWTH PORTFOLIO
Total return

Past performance does not necessarily indicate how the portfolio will perform in
the future.

Quarterly returns:
Highest: xx% in ___ quarter 199X;
Lowest: xx% in ___ quarter 199X

Year to date: ____% (through 3/31/99)

[THE FOLLOWING DATA WAS REPRESENTED BY A BAR GRAPH]

98
Calendar years ended December 31
---------------------------------------
5
Total return

The bar chart indicates the risks of investing in the portfolio by showing the
performance of the portfolio for the past calendar year.

Performance figures do not reflect expenses incurred from investing in a
Separate Account. These expenses will reduce performance. Please refer to the
Separate Account prospectus for more information on expenses.

- --------------------------------------------------------------------------------

The table indicates the risks of investing in the portfolio by comparing the
average annual total return of the portfolio for the periods shown to that of
the S&P 500 Composite Stock Index (S&P 500), a broad-based unmanaged index of
widely held common stocks; the Russell 2000 Index (Russell 2000), a broad-based
unmanaged capitalization weighted index of small capitalization companies; the
Morgan Stanley Capital International EAFE Index (MSCI EAFE), a broad-based
unmanaged index of foreign stocks; and the Salomon Smith Barney High Yield
Market Index (High Yield), a broad-based unmanaged index of high yield
securities.

Average Annual Total Returns (Calendar Years Ended December 31, 1998)
- -------------------------------------------------------------------------------
Portfolio S&P 500 Russell 2000 MSCI EAFE High Yield

1 Year

Since Inception * * * *

Inception Date 2/5/97 n/a n/a n/a n/a

* Index comparison begins on February 28, 1997.

Comparative performance

The table assumes the redemption of shares at the end of the period and
reinvestment of distributions and dividends.

Shareholder fees (paid directly from your investment)
- -------------------------------------------------------------------------------

Maximum sales charge on purchases (as a % of offering price) None

Maximum deferred sales charge on redemptions (as a % of the lower of net None
asset value at purchase or redemption)

Annual fund operating expenses (paid by the portfolio as a % of net assets)

Management fee 0.35%

Distribution and service (12b-1) fees None
Other expenses
Total annual fund operating expenses None

Fees and expenses 0.35%

The table sets forth the fees and expenses you will pay if you invest in shares
of the portfolio.

Number of years you own your shares 1 year* 3 years* 5 years* 10 years*
- -------------------------------------------------------------------------------
$ $ $ $

*The example assumes: . You invest $10,000 for the period shown
. Your investment has a 5% return each year
. You reinvest all distributions and dividends without
a sales charge
. The portfolio's operating expenses remain the same

Example
The example helps you compare the costs of investing in the portfolio with other
mutual funds. Your actual costs may be higher or lower.

Concert Series - Select Portfolios - 5
<PAGE>

GROWTH PORTFOLIO

Investment objective

Long-term growth of capital.

Principal investments

The portfolio may invest in the Smith Barney mutual funds listed below, which
are primarily equity funds.

How the manager selects the portfolio's investments

The manager periodically adjusts the allocation of the portfolio's assets among
different Smith Barney funds depending upon the manager's outlook for the equity
markets in general, particular sectors of such markets and the performance
outlook for the underlying funds. In assessing the equity markets, the manager
considers a broad range of market and economic trends and quantitative factors.
The absolute historical performance and performance relative to the underlying
funds benchmarks also influence the weighting among funds. The manager tends to
emphasize underlying funds that focus upon larger capitalization companies.
However, the portfolio can invest in underlying funds that have a range of
investment styles and focuses, including small cap, international and sector
funds. The portfolio may also allocate a significant portion of its assets to
underlying funds that primarily invest in a broad range of debt securities to
help reduce volatility.

Target Allocation Target Range
Equity Funds 70% Equity Funds 60-80%
Fixed Income Funds 30% Fixed Income Funds 20-40%

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Underlying Funds and Target Percentage of Portfolio
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Smith Barney Appreciation Fund Inc. 0-30% Smith Barney Small Cap Blend Fund, Inc. 0-20%
Smith Barney Contrarian Fund 0-30% Global Government Bond Portfolio 0-15%
Smith Barney Fundamental Value Fund 0-30% Short-Term High Grade Bond Fund 0-15%
Smith Barney High Income Fund 5-20% Smith Barney Aggressive Growth Fund 0-15%
Cash Portfolio 0-20% Smith Barney Investment Grade Bond Fund 0-15%
Concert Peachtree Growth Fund 0-20% Smith Barney Managed Governments Fund 0-15%
International Equity Portfolio 0-20% International Balanced Portfolio 0-15%
Large Cap Value Fund 0-20% Smith Barney Hansberger Global Small Cap Value Fund 0-10%
Smith Barney Government Securities Fund 0-20% Smith Barney Mid Cap Blend Fund 0-10%
Smith Barney Hansberger Global Value Fund 0-20% Smith Barney Natural Resources Fund 0-10%
Smith Barney Large Cap Blend Fund 0-20% Smith Barney Small Cap Value Fund 0-10%
Smith Barney Large Capitalization Growth Fund 0-20%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

Principal risks of investing in the portfolio

. An underlying fund's investments in foreign securities decline due to adverse
governmental action or political, economic or market instability in a foreign
country or region.

. The manager's judgment about the attractiveness and risk adjusted return
potential of particular asset classes, investment styles, underlying funds or
other issues proves to be wrong

Concert Series - Select Portfolios - 6
<PAGE>

GROWTH PORTFOLIO

Past performance does not necessarily indicate how the portfolio will
perform portfolio of in the future.

Quarterly returns:
Highest: xx% in ___ quarter 199X;
Lowest: xx% in ___ quarter 199X

Year to date: ____% (through 3/31/99)

[THE FOLLOWING DATA WAS REPRESENTED BY A BAR CHART]

Calendar years ended December 31 98
- --------------------------------------
5

Total return

The bar chart indicates the risks of investing in the portfolio by showing the
performance of the portfolio of the past calendar year.

The table indicates the risks of investing in the portfolio by comparing the
average annual total return of the portfolio for the periods shown to that of
the S&P 500 Composite Stock performance Index (S&P 500), a broad-based unmanaged
index of widely held common stocks; the Russell 2000 Index (Russell 2000), a
broad-based unmanaged capitalization weighted index of small capitalization
companies; the Morgan Stanley Capital International EAFE Index (MSCI EAFE),
broad-based unmanaged index of foreign stocks; and the Lehman
Government/Corporate Bond Index (Lehman), a broad-based unmanaged index of fixed
income securities.

Average Annual Total Returns (Calendar Years Ended December 31, 1998)
- ------------------------------------------------------------------------------
Portfolio S&P 500 Russell 2000 MSCI EAFE Lehman

1 Year

Since Inception * * * *

Inception Date 2/5/97 n/a n/a n/a n/a

* Index comparison begins on February 28, 1997.

Comparative performance

The table assumes redemption of shares at the end of the period and reinvestment
of distributions of dividends.

Shareholder fees (paid directly from your investment)
- --------------------------------------------------------------------------------
Maximum sales charge on purchases (as a % of offering price) None

Maximum deferred sales charge on redemptions (as a % of the lower of net None
asset value at purchase or redemption)

Annual fund operating expenses (paid by the portfolio as a % of net assets)

Management fee 0.35%

Distribution and service (12b-1) fees None

Other expenses None

Total annual fund operating expenses 0.35%

Fees and expenses

The table sets forth the fees and expenses you will pay if you invest in shares
of the portfolio.

Number of years you own your shares 1 year* 3 years* 5 years* 10 years*
- -------------------------------------------------------------------------------
$ $ $ $

Example

The example helps you compare the costs of investing in the portfolio with other
mutual funds. Your actual costs may be higher or lower.

Concert Series - Select Portfolios - 7
<PAGE>

BALANCED PORTFOLIO

Investment objective

Balance of growth of capital and income.

Principal investments

How the manager selects the portfolio's investments

The portfolio may invest in the Smith Barney equity and fixed income funds
listed below.

How the manager selects the portfolio's investments

The manager periodically adjusts the allocation of the portfolio's assets among
different Smith Barney funds depending upon the manager's outlook for the equity
and bond markets in general, particular sectors of such markets, and the
performance outlook for the underlying funds. In assessing the equity and bond
markets, the manager considers a broad range of market and economic trends and
quantitative factors. The absolute historical performance and performance
relative to the underlying funds' benchmarks also influence the weighting among
funds. In selecting equity funds, the manager tends to emphasize underlying
funds that focus upon established large-capitalization, U.S. stocks. The
portfolio's fixed income funds mainly invest in U.S. government and agency
securities and mortgage-backed securities. However, the portfolio can invest in
underlying funds that have a range of investment styles and focuses.

Target Allocation Target Range
Equity Funds 50% Equity Funds 40-60%
Fixed Income Funds 50% Fixed Income Funds 40-60%

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Underlying Funds and Target Percentage of Portfolio
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Smith Barney Diversified Strategic Income Fund 5-25% Concert Peachtree Growth Fund 0-15%
Large Cap Value Fund 5-20% Global Government Bond Portfolio 0-15%
Smith Barney Convertible Fund 5-20% International Equity Portfolio 0-15%
Smith Barney Large Cap Blend Fund 5-20% Smith Barney Contrarian Fund 0-15%
Smith Barney Managed Governments Fund 5-20% Smith Barney Hansberger Global Value Fund 0-15%
Smith Barney Premium Total Return Fund 5-20% Smith Barney High Income Fund 0-15%
Cash Portfolio 0-25% Smith Barney Large Capitalization Growth Fund 0-15%
Short-Term High Grade Bond Fund 0-20% Smith Barney Small Cap Blend Fund, Inc. 0-15%
Smith Barney Appreciation Fund Inc. 0-20% International Balanced Portfolio 0-10%
Smith Barney Fundamental Value Fund Inc. 0-20% Smith Barney Natural Resources Fund Inc. 0-10%
Smith Barney Government Securities Fund 0-20%
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

Principal risks of investing in the portfolio

. An underlying fund's investments in foreign securities decline due to adverse
governmental action or political, economic or market instability in a foreign
country or region. These risks are heightened for investments in emerging
markets

. The manager's judgment about the attractiveness and risk adjusted return
potential of particular asset classes, investment styles, underlying funds or
other issues proves to be wrong

Concert Series - Select Portfolios - 8
<PAGE>

BALANCED PORTFOLIO

Past performance does not necessarily indicate how the portfolio will perform in
the future.

Quarterly returns:
Highest: xx% in ___ quarter 199X;
Lowest: xx% in ___ quarter 199X

Year to date: ____% (through 3/31/99)

[THE FOLLOWING DATA WAS REPRESENTED BY A BAR CHART]

Calendar years ended December 31 98
- -----------------------------------------------
5

Total return

The bar chart indicates the risks of investing in the portfolio by showing the
performance of the portfolio for the past calendar year.

- -------------------------------------------------------------------------------
The table indicates the risks of investing in the portfolio by comparing the
average annual total return of the portfolio for the periods shown to that of
the S&P 500 Composite Stock Index (S&P 500), a broad-based unmanaged index of
widely held common stocks; the Lehman Government/Corporate Bond Index (Lehman
Gov/Corp), a broad-based unmanaged index of fixed income securities; the Salomon
Smith Barney One-Year Treasury Bill Index (T-bill), consisting of one 1-Year
Treasury bill whose return is tracked until maturity; and the Salomon Smith
Barney World Government Bond Index (World Bond), a broad-based unmanaged index
of international fixed income securities.

1 Year

Since Inception * * * *

Inception Date 2/5/97 n/a n/a n/a n/a

* Index comparison begins on February 28, 1997.

Comparative performance

The table assumes redemption of shares at the end of the period and reinvestment
of distributions and dividends.

Shareholder fees (paid directly from your investment)
- -----------------------------------------------------------------------------------------
<S> <C>
Maximum sales charge on purchases (as a % of offering price) None

Maximum deferred sales charge on redemptions (as a % of the lower of net asset
value at purchase or redemption) None

Annual fund operating expenses (paid by the portfolio as a % of net assets)

Management fee 0.35%

Distribution and service (12b-1) fees None

Other expenses None

Total annual fund operating expenses 0.35%
</TABLE>

Fees and expenses

The table sets forth the fees and expenses you will pay if you invest in shares
of the portfolio.

Number of years you own your shares 1 year* 3 years* 5 years* 10 years*

$ $ $ $

*The example assumes: . You invest $10,000 for the period shown
. Your investment has a 5% return each year
. You reinvest all distributions and dividends without
a sales charge
. The portfolio's operating expenses remain the same
Example

The example helps you compare the costs of investing in the portfolio with other
mutual funds. Your actual costs may be higher or lower.

Concert Series - Select Portfolios - 9
<PAGE>

CONSERVATIVE PORTFOLIO

Investment objective Primary: Income.
Secondary: Long-term growth of capital.
Principal investments

How the manager selects the portfolio's investments

Target Allocation Target Range
Equity Funds 30% Equity Funds 20-40%
Fixed Income Funds 70% Fixed Income Funds 60-80%
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------
Underlying Funds and Target Percentage of Portfolio
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Smith Barney Diversified Strategic Income Fund 10-30% Short-Term High Grade Bond Fund 0-20%
Smith Barney Managed Governments Fund Inc. 5-25% Smith Barney High Income Fund 0-20%
Smith Barney Premium Total Return Fund 5-25% Smith Barney Appreciation Fund Inc. 0-15%
Smith Barney Government Securities Fund 5-20% Smith Barney Fundamental Value Fund Inc. 0-15%
Smith Barney Convertible Fund 5-15% International Balanced Portfolio 0-10%
Cash Portfolio 0-30% International Equity Portfolio 0-10%
Global Government Bond Portfolio 0-20% Smith Barney Hansberger Global Value Fund 0-10%
Large Cap Value Fund 0-20%

- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
Principal risks of investing in the portfolio

. The manager's judgment about the attractiveness and risk adjusted return
potential of particular asset classes, investment styles, underlying funds or
other issues proves to be wrong

Concert Series - Select Portfolios - 10
<PAGE>

CONSERVATIVE PORTFOLIO

Past performance does not necessarily indicate how the portfolio will perform in
the future.

Quarterly returns:
Highest: xx% in ___ quarter 199X;
Lowest: xx% in ___ quarter 199X

Year to date: ____% (through 3/31/99)

[THE FOLLOWING DATA WAS REPRESENTED BY A BAR CHART]

Calendar years ended December 31 98
- -----------------------------------------------
5

Total return

The bar chart indicates the risks of investing in the portfolio by showing the
performance of the portfolio for the past calendar year.

- --------------------------------------------------------------------------------

The table indicates the risks of investing in the portfolio by comparing the
average annual total return of the portfolio for the periods shown to that of
the S&P 500 Composite Stock Index (S&P 500), a broad-based unmanaged index of
widely held common stocks; the Lehman Government/Corporate Bond Index (Lehman
Gov/Corp), a broad-based unmanaged index of fixed income securities; Salomon
Smith Barney High Yield Market Index (High Yield), a broad-based unmanaged index
of high yield securities and the Salomon Smith Barney One-Year Treasury Bill
Index (T-bill), consisting of one 1-Year U.S. Treasury bill whose return is
tracked until maturity.

1 Year

Since Inception * * * *

Inception Date 2/5/97 n/a n/a n/a n/a

* Index comparison begins on February 28, 1997.

Comparative performance

The table assumes redemption of shares at the end of the period and reinvestment
of distributions and dividends.

Shareholder fees (paid directly from your investment)
- -------------------------------------------------------------------------------

Maximum sales charge on purchases (as a % of offering price) None

Maximum deferred sales charge on redemptions (as a % of the lower of net None
asset value at purchase or redemption)

Annual fund operating expenses (paid by the portfolio as a % of net assets)

Management fee 0.35%

Distribution and service (12b-1) fees None
Other expenses None
Total annual fund operating expenses 0.35%

Fees and expenses

The table sets forth the fees and expenses you will pay if you invest in shares
of the portfolio.

Number of years you own your shares 1 year* 3 years* 5 years* 10 years*

- -------------------------------------------------------------------------------
$ $ $ $

*The example assumes: . You invest $10,000 for the period shown
. Your investment has a 5% return each year
. You reinvest all distributions and dividends without
a sales charge
. The portfolio's operating expenses remain the same

Example

The example helps you compare the costs of investing in the portfolio with other
mutual funds. Your actual costs may be higher or lower.

Concert Series - Select Portfolios - 11
<PAGE>

INCOME PORTFOLIO

Investment objective High current income.

Principal investments The portfolio invests primarily in the Smith Barney
funds listed below that focus on taxable fixed
income securities.

How the manager selects the portfolio's investments

The manager periodically adjusts the allocation of the portfolio's assets among
different Smith Barney funds depending upon the manager's outlook for the
different sectors of the bond market and, to lesser degree, the equities
markets. In assessing the bond markets, the manager considers a broad range of
economic trends and quantitative factors. The absolute historical performance
and performance relative to the underlying funds' benchmarks influence the
weighting among funds. The portfolio focuses on funds that invest in a broad
range of fixed income securities. The portfolio may also allocate a portion of
its assets to underlying funds that primarily invest in equity securities.

Target Allocation Target Range
Equity Funds 10% Equity Funds 0-20%
Fixed Income Funds 90% Fixed Income Funds 80-100%

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Underlying Funds and Target Percentage of Portfolio
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Smith Barney Diversified Strategic Income Fund 10-30% Smith Barney Convertible Fund 0-15%
Short-Term High Grade Bond Fund 5-30% Smith Barney Investment Grade Bond Fund 0-15%
Smith Barney Managed Governments Fund Inc. 5-30% Smith Barney Premium Total Return Fund 0-15%
Smith Barney Government Securities Fund 5-20% International Balanced Portfolio 0-10%
Cash Portfolio 0-30% International Equity Portfolio 0-10%
Smith Barney High Income Fund 0-25% Smith Barney Appreciation Fund Inc. 0-10%
Global Government Bond Portfolio 0-20% Smith Barney Fundamental Value Fund Inc. 0-10%
Large Cap Value Fund 0-15%
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
Principal risks of investing in the portfolio

. The manager's judgment about the attractiveness and risk adjusted return
potential of particular asset classes, investment styles, underlying funds or
other issues proves to be wrong

Concert Series - Select Portfolios - 12
<PAGE>

INCOME PORTFOLIO

Past performance does not necessarily indicate how the portfolio will perform in
the future.

Quarterly returns:
Highest: xx% in ___ quarter 199X;
Lowest: xx% in ___ quarter 199X

Year to date: ____% (through 3/31/99)

[THE FOLLOWING DATA WAS REPRESENTED BY A BAR CHART]

Calendar years ended December 31 98
- -----------------------------------------------
5

Total return

The bar chart indicates the risks of investing in the portfolio by showing the
performance of the portfolio for the past calendar year.

- --------------------------------------------------------------------------------

The table indicates the risks of investing in the portfolio by comparing the
average annual total return of the portfolio for the periods shown
to that of the S&P 500 Composite Stock Index (S&P 500), a broad-based unmanaged
index of widely held common stocks; the Lehman Government/Corporate Bond Index
(Lehman Gov/Corp), a broad-based unmanaged index of fixed income securities;
Salomon Smith Barney High Yield Market Index (High Yield), a broad-based
unmanaged index of high yield securities and the Salomon Smith Barney One-Year
Treasury Bill Index (T-bill), consisting of one 1-Year U.S. Treasury bill whose
return is tracked until maturity.

Average Annual Total Returns (Calendar Years Ended December 31, 1998)
- ------------------------------------------------------------------------------
Portfolio S&P 500 Lehman Gov/Corp High Yield T-bill

1 Year

Since Inception * * * *

Inception Date 2/5/97 n/a n/a n/a n/a

* Index comparison begins on February 28, 1997.

Comparative performance

The table assumes redemption of shares at the end of the period and reinvestment
of distributions and dividends.

Shareholder fees (paid directly from your investment)
- -------------------------------------------------------------------------------

Maximum sales charge on purchases (as a % of offering price) None

Maximum deferred sales charge on redemptions (as a % of the lower None
of net asset value at purchase or redemption)

Annual fund operating expenses (paid by the portfolio as a % of net assets)

Management fee 0.35%

Distribution and service (12b-1) fees None

Other expenses None

Total annual fund operating expenses 0.35%

Fees and expenses

The table sets forth the fees and expenses you will pay if you invest in shares
of the portfolio.

Number of years you own your shares 1 year* 3 years* 5 years* 10 years*
- -------------------------------------------------------------------------------
$ $ $ $

*The example assumes: . You invest $10,000 for the period shown
. Your investment has a 5% return each year
. You reinvest all distributions and dividends without
a sales charge
. The portfolio's operating expenses remain the same
Example

The example helps you compare the costs of investing in the portfolio with other
mutual funds. Your actual costs may be higher or lower.

Concert Series - Select Portfolios - 13
<PAGE>

MORE ON THE PORTFOLIOS' INVESTMENTS

Underlying funds

The following is a description of the investment objectives and principal
investments of the underlying funds in which the portfolios invest.

The underlying funds that invest primarily in equity securities are:

Smith Barney Fundamental Value Fund Inc.'s investment objective is long-term
capital growth. Current income is a secondary objective. The fund seeks to
achieve its primary objective by investing in a diversified portfolio of common
stocks and common stock equivalents and, to a lesser extent, in bonds and other
debt instruments.

Smith Barney Contrarian Fund's investment objective is long-term growth of
capital. The fund attempts to achieve its objective by investing primarily in
currently price depressed, undervalued or out of favor common stocks and other
securities, including debt securities that are convertible into common stock.

Smith Barney Mid Cap Blend Fund seeks long-term growth of capital by
investing primarily in equity securities of medium-sized companies whose market
capitalizations are no greater than the market capitalizations of companies
in the S&P Mid Cap Index at the time of investment.

Concert Peachtree Growth Fund's investment objective is capital appreciation
by investing in securities believed to have above average potential for capital
appreciation. In attempting to achieve the fund's investment objective, the fund
uses a disciplined approach to identify equity securities of companies having
prospects of strong, sustainable earnings growth and that are believed to afford
attractive opportunities for stock price appreciation.

Smith Barney Small Cap Blend Fund, Inc. seeks long-term capital appreciation
by investing primarily in the common stocks of U.S. companies with relatively
small market capitalizations at the time of investment.

Concert Series - Select Portfolios - 14
<PAGE>

MORE ON THE PORTFOLIOS' INVESTMENTS

Smith Barney Natural Resources Fund Inc. seeks long-term capital
appreciation by investing primarily in equity and debt securities of issuers in
a variety of natural resources industries.

Emerging Markets Portfolio seeks long-term capital appreciation through a
portfolio invested primarily in securities of emerging country issuers.

International Equity Portfolio seeks total return on its assets from growth
of capital and income. The fund invests primarily in a diversified portfolio of
equity securities of foreign companies including exchange traded and over-the-
counter common stocks and preferred shares, debt securities convertible into
equity securities and rights and warrants relating to equity securities.

The underlying funds that invest primarily in fixed income securities are:

POS=BOTTOM,QUAD=CENTER)

MORE ON THE PORTFOLIOS' INVESTMENTS

Smith Barney Government Securities Fund seeks high current return by investing
in obligations of, or securities guaranteed by, the U.S. government, its
agencies or instrumentalities (including, without limitation, treasury bills and
bonds, mortgage participation certificates issued by the Federal Home Loan
Mortgage Corporation ("FHLMC") and mortgage-backed securities issued by the
Government National Mortgage Association ("GNMA").

Short-Term High Grade Bond Fund seeks current income, preservation of capital
and liquidity. The fund seeks to achieve its objective by investing its assets
in corporate debt securities, bank obligations and securities issued by the U.S.
Government and its agencies and instrumentalities.

Global Government Bond Portfolio seeks as high a level of current income and
capital appreciation as is consistent with its policy of investing principally
in high quality bonds of the U.S. and foreign governments.

Cash Portfolio is a money market fund that seeks maximum current income and
preservation of capital by investing in high quality U.S. dollar denominated
short-term debt securities.

Smith Barney Convertible Fund seeks current income and capital appreciation by
investing in investment and non-investment grade convertible securities and in
combinations of non-convertible fixed-income securities and warrants or call
options that together resemble convertible securities.

International Balanced Portfolio seeks a competitive total return on assets
from growth of capital and income through a portfolio invested primarily in
securities of established non-U.S. issuers.

Temporary defensive investments all portfolios

Each of the portfolios may depart from its principal investment strategies in
response to adverse market, economic or political conditions by taking temporary
defensive positions in the Cash Portfolio, a series of Smith Barney Money Funds
Inc., repurchase agreements or cash. If a portfolio takes a temporary defensive
position, it may be unable to achieve its investment objective.

Portfolio turnover all portfolios

Each underlying fund may engage in active and frequent trading to achieve its
principal investment strategies. Frequent trading also increases transaction
costs, which could detract from an underlying fund's performance.

Non-diversification

Concert Series - Select Portfolios - 16
<PAGE>

MORE ON THE PORTFOLIOS' INVESTMENTS

Changes in allocations

The underlying funds in which the portfolios may invest, and the range of
assets allocated to each fund, may be changed by the board of directors from
time to time. Similarly, the target allocation between equity and fixed income
oriented investments may be adjusted from time to time. If the target limits for
investment in a particular fund are exceeded because of changes in the market
value of the shares of the underlying funds, the investment manager may but is
not required to adjust the portfolio's holdings.

High yield securities

. Increased price sensitivity to changing interest rates
. Greater risk of loss because of default or declining credit quality
. Adverse company specific events are more likely to render the issuer
unable to make interest and/or principal payments
. A negative perception of the high yield market may develop, depressing the
price and liquidity of high yield securities. This negative perception
could last for a significant period of time

Foreign securities

. Less information about non-U.S. issuers or markets may be available
because of less rigorous disclosure and accounting standards or regulatory
practices
. Many non-U.S. markets are smaller, less liquid and more volatile than U.S.
markets. In a changing market, the adviser may not be able to sell the
fund's portfolio securities in amounts and at prices the adviser considers
reasonable
. The U.S. dollar may appreciate against non-U.S. currencies or a foreign
government may impose restrictions on currency conversion or trading
. The economies of non-U.S. countries may grow at a slower rate than
expected or may experience a downturn or recession
. Economic, political and social developments that adversely affect the
securities markets
. Foreign governmental obligations involve the risk of debt moratorium,
repudiation or renegotiation and the fund may be unable to enforce its
rights against the issuers

Small capitalization issuers

Concert Series - Select Portfolios - 17
<PAGE>

MORE ON THE PORTFOLIOS' INVESTMENTS

Derivatives

. To hedge against the economic impact of adverse changes in the market
value of its securities, because of changes in stock market prices,
currency exchange rates or interest rates
. As a substitute for buying or selling securities

Investment policies all portfolios

Each portfolio's investment policies, including the particular underlying funds
in which each portfolio may invest and the equity/fixed income targets
applicable to each portfolio, may be changed by the board of directors without
shareholder approval.

Concert Series - Select Portfolios - 18
<PAGE>

MANAGEMENT

Portfolio Managers

The portfolios' investment manager is Travelers
Investment Adviser, Inc., an affiliate of Salomon Smith Barney Inc.
The manager's Managers address is 388 Greenwich Street, New York, NY 10013. The
manager selects the portfolios' investments and oversees their operations. The
manager and Salomon Smith Barney are subsidiaries of Citigroup Inc. Citigroup
businesses produce a broad range of financial services -- asset management,
banking and consumer finance, credit and charge cards, insurance, investments,
investment banking and trading -- and use diverse channels to make them
available to consumer and corporate customers around the world.

Management fees

Management fees paid during the fiscal year ended January 31, 1999
(as % of average daily net assets)

High Growth Growth Balanced Conservative Income

x.xx% x.xx% x.xx% x.xx% x.xx%

Distributor

The portfolios have entered into an agreement with CFBDS, Inc. to distribute the
portfolios' shares. A selling group consisting of Salomon Smith Barney Inc.
And other broker-dealers sells portfolio shares to the public.
Distributor

Year 2000 issue

Information technology experts are concerned about computer systems' ability to
Year 2000 issue process date-related information on and after January 1, 2000.
This situation, commonly known as the "Year 2000" issue, could have an adverse
impact on the portfolios. The cost of addressing the Year 2000 issue, if
substantial, could adversely affect companies and governments that issue
securities held by the underlying funds. The manager and distributor are
addressing the Year 2000 issue for their systems. Each portfolio has been
informed by its other service providers that they are taking similar measures.
Although the portfolios do not expect the Year 2000 issue to adversely affect
them, the portfolios cannot guarantee that the efforts of each portfolio or its
service providers to correct the problem will be successful.

Possible conflict of interest

The Directors and officers of the Concert Series also serve in similar positions
with Possible conflict many of the underlying Smith Barney funds. Thus, if the
interests of a portfolio and of the underlying funds were ever to become
divergent, it is possible that a conflict of interest interest could arise and
affect how the directors and officers of the Concert Series fulfill their
fiduciary duties to that portfolio and the underlying funds. The Directors of
the Concert Series believe they have structured each portfolio to avoid these
concerns. However, conceivably a situation could occur where proper action for
the Concert Series or a portfolio separately could be adverse to the interests
of an underlying fund, or the reverse could occur. If such a possibility arises,
the directors and officers of the Concert Series, the affected underlying funds
and the investment manager will carefully analyze the situation and take
all steps they believe reasonable to minimize and, where possible,
eliminate the potential conflict. Moreover, limitations on aggregate
investments in the underlying funds have been adopted by the Concert Series
to minimize this possibility, and close and continuous monitoring will be
exercised to avoid, insofar as is possible, these concerns.

Concert Series - Select Portfolios - 19
<PAGE>

Share transactions

Availability of shares

Individuals may not purchase shares directly from the portfolios. You should
read the prospectus for your insurance company's variable contract to learn how
to purchase a variable contract based on the portfolios.

Each portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding variable annuity
and variable life insurance contracts and certain qualified pension and
retirement plans. The separate accounts invest in shares of one or all of the
portfolios according to allocation instructions received from
contract owners. These allocation rights are described in more
detail in the accompanying prospectus for the contract. The variable
insurance products and qualified plans may or may
not make investments in all the portfolios described in this prospectus. Shares
of the portfolios are sold at their net asset value next determined after
receipt of an order by an insurance company.

The interests of different variable insurance products and qualified plans
investing in a portfolio could conflict due to differences of tax treatment and
other considerations. The portfolios currently do not foresee any disadvantages
to investors arising from the fact that each portfolio may offer its shares to
different insurance company separate accounts that serve as the investment
medium for their variable annuity and variable life products and to qualified
plans. Nevertheless, the board of directors intends to monitor events to
identify any material irreconcilable conflicts which may arise, and to determine
what action, if any, should be taken in response to these conflicts. If a
conflict were to occur, one or more insurance companies' separate accounts or
qualified plans might be required to withdraw their investments in one or more
portfolios and shares of another portfolio may be substituted.

The sale of shares may be suspended or terminated if required by law or
regulatory authority or if it is in the best interests of the portfolios'
shareholders. Each portfolio reserves the right to reject any specific purchase
order.

Redemption of shares

Redemption requests may be placed by separate accounts of participating
insurance companies and by qualified plans. The redemption price of the shares
of each portfolio will be the net asset value next determined after receipt by
the portfolio of a redemption request in good order. The value of redeemed
shares may be more or less than the price paid for the shares. Sales proceeds
will normally be forwarded to the selling insurance company or
qualified plan on the next business day after receipt of a redemption request in
good order but in no event later than three business days following receipt of
instructions. Each portfolio may suspend sales or postpone payment dates during
any period in which any of the following conditions exist:

. the New York Stock Exchange is closed;
. trading on the New York Stock Exchange is restricted;
. an emergency exists as a result of which disposal by the portfolio of
securities is not reasonably practicable or it is not reasonably
practicable for a fund to fairly determine the value of its net assets; or
. as permitted by SEC order in extraordinary circumstances.

Concert Series - Select Portfolios - 20
<PAGE>

Distributions, dividends and taxes

Each portfolio intends to qualify and be taxed as a "regulated investment
company" under Subchapter M of the Internal Revenue Code of 1986 (the "Code"),
as amended. In order to qualify to be taxed as a regulated investment company,
each portfolio must meet certain income and diversification tests and
distribution requirements. As a regulated investment company meeting these
requirements, a portfolio will not be subject to federal income tax on its net
investment income and net capital gains that it distributes to its shareholders.
All income and capital gain distributions are automatically reinvested in
additional shares of the portfolio at net asset value and are includable in
gross income of the separate accounts holding such shares. See the accompanying
contract prospectus for information regarding the federal income tax treatment
of distributions to the separate accounts and to holders of the contracts.

The portfolios normally pay dividends and distribute capital gains, if any,
as follows:

Dividends and distributions

Annual distributions of income and capital gain normally take place at the end
of the year in which the income or gain is realized or the beginning of the next
year.

- ----------------------------------------------------------------------------
Portfolio Income Dividend Capital Gain Distributions
Distributions Distributions Mostly From
- ----------------------------------------------------------------------------
High Growth Annually Annually Gain
Growth Annually Annually Gain
Global Annually Annually Gain
Balanced Annually Annually Gain
Conservative Annually Annually Income
Income Annually Annually Income
- ----------------------------------------------------------------------------

Each portfolio is also subject to asset diversification regulations promulgated
by the U.S. Treasury Department under the Code. The regulations generally
provide that, as of the end of each calendar quarter or within 30 days
thereafter, no more than 55% of the total assets of each portfolio may be
represented by any one investment, no more than 70% by any two investments, no
more than 80% by any three investments, and no more than 90% by any four
investments. For this purpose all securities of the same issuer are considered a
single investment. An alternative diversification test may be satisfied under
certain circumstances. If a portfolio should fail to comply with these
regulations or fails to qualify for the special tax treatment afforded regulated
investment companies under the Code, contracts invested in that portfolio would
not be treated as annuity, endowment or life insurance contracts under the Code.

Concert Series - Select Portfolios - 21
<PAGE>

Share price

Each portfolio's net asset value is the value of its assets minus its
liabilities. Each portfolio calculates its net asset value every day the New
York Stock Exchange is open. The Exchange is closed on certain holidays listed
in the Statement of Additional Information. This calculation is done when
regular trading closes on the Exchange (normally 4:00 p.m., Eastern time). The
value of each underlying fund is the fund's net asset value at the time of
computation.

Short-term investments that have a maturity of more than 60 days are generally
valued based on market prices or quotations. Short-term investments that have a
maturity of 60 days or less are value at amortized cost. Using this method, a
portfolio constantly amortizes over the remaining life of a security the
difference between the principal amount due at maturity and the cost of the
security to the portfolio.

In order to buy, redeem or exchange shares at that day's price, a contract
owner of an insurance
company separate account or a qualified plan must place its order with the
insurance company or qualified plan before the New York
Stock Exchange closes. If the New York Stock
Exchange closes early, the order must be placed prior to the actual closing
time. Otherwise, the investor will receive the next business day's price.
The insurance company or qualified plan must transmit all orders
to buy, exchange, or redeem shares to the portfolios' agent prior
to the agent's close of business.

Concert Series - Select Portfolios - 22
<PAGE>

Financial Highlights

The financial highlights tables are intended to help you understand the
performance of each portfolio for the past five years (or since inception if
less than five years). Certain information reflects financial results for a
single share. Total returns represent the rate that a shareholder would have
earned (or lost) on a portfolio share assuming reinvestment of all dividends and
distributions. The information in the following tables was audited by KPMG LLP,
independent auditors, whose report, along with the fund's financial statement
are included in the annual report (available upon request).

For a share of capital stock outstanding throughout each year ending January 31:

Select High Growth Portfolio Select Growth Portfolio
------------------------- --------------------
1999 1998(1)(2) 1999 1998(1)(2)
- -------------------------------------------------------------------------------
Net asset value, beginning of year $ 10.00 $ 10.00
- -------------------------------------------------------------------------------
Income from operations:
Net investment income(3) 0.26 0.44
Net realized and unrealized gain 0.80 0.84
- -------------------------------------------------------------------------------
Total income from operations 1.06 1.28
- -------------------------------------------------------------------------------
Less distributions from:
Net investment income 0 0
Net realized gains 0 0
- -------------------------------------------------------------------------------
Total distributions 0 0
- -------------------------------------------------------------------------------
Net asset value, end of year $ 11.06 $ 11.28
- -------------------------------------------------------------------------------
Total return 10.60%(4) 12.80%(4)
- -------------------------------------------------------------------------------
Net assets, end of year (000's) $27,071 $45,982
- -------------------------------------------------------------------------------
Ratios to average net assets:
Expenses 0.35%(5) 0.35%(5)
Net investment income 2.41 4.11
- -------------------------------------------------------------------------------
Portfolio turnover rate 43% 43%
- -------------------------------------------------------------------------------

(1) For the period from February 5, 1997 (inception date) to January 31, 1998.
(2)Per share amounts have been calculated using the monthly average
shares method, rather than the undistributed net investment
income method, because it more accurately reflects the per
share data for the period.
(3) Net investment income per share includes short-term capital gain
distributions from underlying funds.
(4) Not annualized.
(5) Annualized.

For a share of capital stock outstanding throughout each year ending January 31:

Select Balanced Portfolio Select Conservative Portfolio
------------------------- --------------------
1999 1998(1)(2) 1999 1998(1)(2)
- -------------------------------------------------------------------------------
Net asset value, beginning of year $10.00 $10.00
- -------------------------------------------------------------------------------
Income from operations:
Net investment income(4) 0.64 0.78
Net realized and unrealized gain 0.64 0.52
- -------------------------------------------------------------------------------
Total income from operations 1.28 1.30
- -------------------------------------------------------------------------------
Less distributions from:
Net investment income 0 0
Net realized gains 0 0
- -------------------------------------------------------------------------------
Total distributions 0 0
- -------------------------------------------------------------------------------
Net asset value, end of year $ 11.28 $ 11.30
- -------------------------------------------------------------------------------
Total return 12.80%(4) 13.00%
- -------------------------------------------------------------------------------
Net assets, end of year (000's) $45,071 $10,698
- -------------------------------------------------------------------------------
Ratios to average net assets:
Expenses 0.35%(5) 0.35%(5)
Net investment income 5.89 7.24
- -------------------------------------------------------------------------------
Portfolio turnover rate 19% 35%
- -------------------------------------------------------------------------------

Concert Series - Select Portfolios - 23
<PAGE>

Financial Highlights (continued)

For a share of capital stock outstanding throughout each year ending January 31:

Select Income Portfolio
-------------------
1999 1998(1)(2)
- -------------------------------------------------------
Net asset value, beginning of year $ 10.00
- -------------------------------------------------------
Income from operations: 0.80
Net investment income(3)
Net realized and unrealized gain 0.49
- -------------------------------------------------------
Total income from operations 1.29
- -------------------------------------------------------
Less distributions from:
Net investment income 0
Net realized gains 0
- -------------------------------------------------------
Total distributions 0
- -------------------------------------------------------
Net asset value, end of year $ 11.29
- -------------------------------------------------------
Total return 12.90%(4)
- -------------------------------------------------------
Net assets, end of year (000's) $4,440
- -------------------------------------------------------
Ratios to average net assets:
Expenses 0.35%(5)
Net investment income 7.36
- -------------------------------------------------------
Portfolio turnover rate 11%
- -------------------------------------------------------

Concert Series - Select Portfolios - 24
<PAGE>

Smith Barney Concert Allocation Series Inc.

- -------------------------------------------------------------------------------

Select High Growth Portfolio Select Conservative Portfolio

Select Growth Portfolio Select Income Portfolio

Select Balanced Portfolio

- -------------------------------------------------------------------------------

Additional Information About the Portfolios

Visit our web site Our web site is located at www.smithbarney.com

You can also review the portfolios' shareholder reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. You can get copies of these materials
for a fee by writing to the Public Reference Section of the Commission,
Washington, D.C. 20549-6009. Information about the public reference room may be
obtained by calling 1-800-SEC-0330. You can get the same reports and
information free from the Commission's Internet web site -- http://www.sec.gov

(SM) Salomon Smith Barney is a service mark of Salomon Smith Barney Inc.

(Investment Company Act file no. 811-07435)

[FD0 5/99]

PART B

June 1, 1999

Statement of Additional Information

Smith Barney Concert Allocation Series Inc.
High Growth
Portfolio
Balanced Portfolio
Growth Portfolio
Conservative
Portfolio
Global Portfolio
Income Portfolio

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

This Statement of Additional Information ("SAI") expands upon and supplements
the information contained in the current Prospectuses of Smith Barney
Concert Allocation Series Inc. (the "Concert Series" or the "fund") dated
June 1, 1999 for Class A, Class B, Class L, Class Y and Class Z shares of
the High Growth Portfolio, Growth Portfolio, Global Portfolio, Balanced
Portfolio, Conservative Portfolio and Income Portfolio (individually,
a "portfolio" and collectively,the "portfolios"), as
amended or supplemented from time to time (collectively the "prospectus"),
and should be read in conjunction therewith.

The Concert Series currently offers eleven investment portfolios,
six of which are described herein. Each portfolio seeks to achieve its
objective by investing in a number of open-end management
investment companies or series thereof ("underlying funds") for which
Salomon Smith Barney Inc. ("Salomon Smith Barney") now or in the future
acts as principal underwriter or for which Salomon Smith Barney, SSBC Fund
Management Inc. ("SSBC") (formerly Mutual Management Corp.) or Travelers
Investment Management Company ("TIMCO") now or in the future acts as
investment adviser. The prospectus may be obtained from a Salomon Smith
Barney Financial Consultant or a registered representative of PFS
Distributors, Inc. ("PFS"), or by writing or calling the Concert Series at
the address or telephone number listed above. This SAI, although not in
itself a prospectus, is incorporated by reference into the prospectus in
its entirety.

CONTENTS Page
Directors and Executive Officers of Concert Series 2
Investment Objectives, Management Policies and Risk Factors 4
Additional Risk Factors 21
Investment Restrictions 25
Portfolio Turnover 27
Purchase of Shares 27
IRA and Other Prototype Retirement Plans 34
Redemption of Shares 35
Exchange Privilege 37
Taxes 38
Performance 41
Valuation of Shares 43
Investment Management and Other Services 43
Additional Information About the Portfolios 50
Financial Statements 54
Appendix - Ratings of Debt Obligations A-1

WHY INVEST IN THE CONCERT SERIES

The proliferation of mutual funds over the last several years has left
many investors in search of a simple means to manage their long-term
investments. With new investment categories emerging each year
and with each mutual fund reacting differently to political, economic and
business events, many
investors are forced to make complex investment decisions in the face of
limited experience, time and personal resources. The portfolios are
designed to meet the needs of investors who prefer to have
their asset allocation decisions made by professional money managers, are
looking for an appropriate core investment for their retirement portfolio
and appreciation the advantages of broad diversification. The portfolios
may be most appropriate for long-term investors planning for
retirement, particularly investors in tax-advantaged retirement accounts
including IRAs, 401(k) corporate employee savings plans, 403(b) non-profit
organization savings plans, profit-sharing and money-purchase pension plans,
and other corporate pension and savings plans.

Each of the portfolios invests in a select group of underlying funds
suited to the portfolio's particular investment objective. The allocation
of assets among underlying funds within each portfolio is determined by
SSBC according to fundamental and quantitative analysis. Because the
assets will be adjusted only periodically and only within pre-determined
ranges that will attempt to ensure broad diversification, there should not
be any sudden large-scale changes in the allocation of a portfolio's
investments among underlying funds. The Concert Series is not designed as
a market timing vehicle, but rather as a simple and conservative approach
to helping investors meet retirement and other long-term goals.

DIRECTORS AND EXECUTIVE OFFICERS OF THE CONCERT SERIES

Overall responsibility for management and supervision of the fund rests
with the fund's Board of Directors. The Directors approve all significant
agreements between the portfolios and the companies that furnish services to
the portfolios, including agreements with the portfolios' distributor,
investment adviser, custodian and transfer agent. The day-to-day operations
of the portfolios are delegated to the portfolios' manager,
SSBC Fund Management Inc. ("SSBC" or the "Manager").

The names of the directors and executive officers of the Concert Series,
together with information as to their principal business occupations
during the past five years, are shown below. Each director who is an
"interested person" of the Concert Series, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), is
indicated by an asterisk.

Walter E. Auch, Director (Age 78). Consultant to companies in the
financial services industry; Director of PIMCO Advisers L.P.;
Brinson Partners; Nicholas-Applegate (each a registered investment
adviser); Legend Properties, a real estate management company;
Banyan Realty Trust; Banyan Land Fund II; Geotek Communications Inc.,
an international wireless communications company. His address is
6001 N. 62nd Place, Paradise Valley, Arizona 85253.

Martin Brody, Director (Age 77). Consultant, HMK Associates; Retired Vice
Chairman of the Board of Restaurant Associates Industries, Inc.
His address is c/o HMK Associates, 30 Columbia Turnpike,
Florham Park, New Jersey 07932.

H. John Ellis, Jr., Director (Age 72). Retired. His address is 858 East
Crystal Downs Drive, Frankfort, Michigan 49635.

Stephen E. Kaufman, Director (Age 67). Attorney.
His address is 277 Park Avenue, New York, New York 10172.

Armon E. Kamesar, Director (Age 72). Chairman of TEC, an international
organization of Chief Executive Officers; Trustee, U.S. Bankruptcy Court.
His address is 7328 Country Club Drive, La Jolla, California 92037.

*Heath B. McLendon, Chairman of the Board (Age 65). Managing Director of
Salomon Smith Barney, and President of SSBC and Travelers Investment
Adviser, Inc. ("TIA"). Mr. McLendon also serves as
Chairman or Co-Chairman of ___ investment companies associated with
Citigroup Inc. His address is 388 Greenwich Street, New York, New York 10013.

Lewis E. Daidone, Senior Vice President and Treasurer (Age 41).
Managing Director of Salomon Smith Barney; Director and Senior Vice
President of SSBC and TIA. Mr. Daidone also serves as Senior
Vice President and Treasurer of ___ investment companies associated with
Salomon Smith Barney Holdings, Inc. His address is 388 Greenwich Street,
New York, New York 10013.

Thomas Stiles II, Vice President and Investment Officer (Age 58).
Managing Director of Salomon Smith Barney. His address is 388 Greenwich
Street, New York, New York 10013.

Jay Gerken, Vice President and Investment Officer (Age 48).
Managing Director of Salomon Smith Barney and portfolio manager of two
other investment companies associated with Salomon Smith Barney
Holdings, Inc. His address is 388 Greenwich Street, New York, New York 10013.

Christina T. Sydor, Secretary (Age 48). Managing Director of Salomon
Smith Barney; General Counsel and Secretary of SSBC and TIA. Ms. Sydor
also serves as Secretary of ___ investment companies
associated with Salomon Smith Barney Holdings, Inc.. Her address is
388 Greenwich Street, New York, New York 10013.

Each Director also serves as a director, trustee, consultant and/or general
partner of certain other mutual funds for which CFBDS, Inc. serves as
distributor. As of [May__, 1999], the Directors and officers of the
portfolios, as a group, owned [less than 1.00%] of the outstanding
common stock of the portfolios.

No officer, director or employee of Salomon Smith Barney, PFS or any of
their affiliates will receive any compensation from the Concert Series
for serving as an officer or director of the Concert Series. The Concert
Series pays each director who is not an officer, director or
employee of Salomon Smith Barney, PFS or any of their affiliates a fee of
$5,000 per annum plus $100 per portfolio per meeting attended and reimburses
travel and out-of-pocket expenses. In addition, each such director is paid
$100 per telephonic meeting attended. Upon attainment of age 80, Directors
are required to change to emeritus status. Directors Emeritus are entitled
to serve in emeritus status for a maximum of 10 years during which time
they receive 50% of the annual retainer fee and meeting fees otherwise
applicable to the Concert Series Directors. All Directors are reimbursed
for travel and out-of-pocket expenses incurred in attending such meetings.

The following table shows the compensation paid by Concert Series to each
incumbent Director for the fiscal year ended January 31, 1999:

[to be updated]

Name
Aggregate
Compensation from
Concert
Series

Pension or
Retirement
Benefits
Accrued as
Expense
of Concert
Series

Total
Compensation
From
Fund
Complex**

Total
Number
of Funds
Served in
Complex

Heath B. McLendon*
None
None
None
[ __ ]

Walter Auch
$14,950
None
$ 43,400
2

Martin Brody
12,950
None
119,814
19

H. John Ellis
14,950
None
41,200
2

Armon E. Kamesar
14,950
None
43,300
2

Stephen E. Kaufman
14,950
None
91,964
13

* Designates "interested director" of Concert Series.
** As of December 31, 1998.

INVESTMENT OBJECTIVES, MANAGEMENT POLICIES AND RISK FACTORS

The Concert Series is an open-end, non-diversified management
investment company. The prospectus discusses the investment objectives of
the portfolios and each of the underlying funds in which the portfolios may
invest. In pursuing their investment objectives and policies, each of the
underlying funds is permitted to engage in a wide-range of investment
policies. Because the portfolios invest in the underlying funds,
shareholders of each portfolio will be affected by these investment policies in
direct proportion to the amount of assets each portfolio allocates to the
underlying funds pursuing such policy. This section contains supplemental
information concerning the types of securities and other instruments in
which the underlying funds may invest (and repurchase agreements in
which the portfolios and/or the underlying funds may invest), the
investment policies and portfolio strategies the underlying funds may
utilize and certain risks attendant to such investments, policies and
strategies. There can be no assurance that the respective investment
objectives of the portfolios or the underlying funds will be achieved.

The Articles of Incorporation of the Concert Series permit the
Board of Directors to establish additional portfolios of the
Concert Series from time to time. The investment objectives, policies
and restrictions applicable to additional portfolios would be established by
the Board of Directors at the time such portfolios were established and may
differ from those set forth in the prospectus and this SAI.

EQUITY SECURITIES

Common Stocks. Certain of the underlying funds invest primarily in common
stocks. Common stocks are shares of a corporation or other entity that
entitle the holder to a pro rata share of the profits of
the corporation, if any, without preference over any other shareholder or
class of shareholders, including holders of the entity's preferred stock
and other senior equity. Common stock usually carries with it the right
to vote and frequently an exclusive right to do so.

Preferred Stock. Certain of the underlying funds invest in preferred
stocks which, like debt obligations, have characteristics similar to
fixed-income securities. Shareholders of preferred stocks normally have
the right to receive dividends at a fixed rate when and as declared by the
issuer's board of directors, but do not participate in other amounts
available for distribution by the issuing corporation. Dividends on
preferred stock may be cumulative, and all cumulative dividends
usually must be paid prior to common shareholders receiving any dividends.
Preferred stock dividends must be paid before common stock dividends and,
for that reason, preferred stocks generally entail less risk than common
stocks. Upon liquidation, preferred stocks are entitled to a specified
liquidation preference, which is generally the same as the par or stated
value, and are senior in right of payment to common stock.
Preferred stocks are, however, equity securities in the sense that
they do not represent a liability of the issuer and, therefore, do not
offer as great a degree of protection of capital or assurance of continued
income as investments in corporate debt securities.
In addition, preferred stocks are subordinated in right of payment to all
debt obligations and creditors of the issuer, and convertible preferred
stocks may be subordinated to other preferred stock of the same issuer.

Foreign Investments. The portfolios will each invest in certain underlying
funds that invest all or a portion of their assets in securities of
non-U.S. issuers. Foreign investments include non-dollar denominated
securities traded outside the U.S. and dollar-denominated securities traded
in the U.S. (such as American Depositary Receipts). Investors should
recognize that investing in foreign companies involves certain
considerations which are not typically associated with investing in U.S.
issuers. Since certain underlying funds will be investing in securities
denominated in currencies other than the U.S. dollar, and since certain
funds may temporarily hold funds in bank deposits or other money market
investments denominated in foreign currencies, the funds may be affected
favorably or unfavorably by exchange control regulations or changes in the
exchange rate between such currencies and the dollar. A change in the
value of a foreign currency relative to the U.S. dollar will result
in a corresponding change in the dollar value of a fund's assets denominated
in that foreign currency.
Changes in foreign currency exchange rates may also affect the value of
dividends and interest earned, gains and losses realized on the sale of
securities and net investment income and gain, if any, to be
distributed to shareholders by the fund.

The rate of exchange between the U.S. dollar and other currencies is
determined by the forces of supply and demand in the foreign exchange
markets. Changes in the exchange rate may result over time
from the interaction of many factors directly or indirectly affecting
economic conditions and political developments in other countries. Of
particular importance are rates of inflation, interest rate levels, the
balance of payments and the extent of government surpluses or deficits in
the U.S. and the particular foreign country, all of which are in turn
sensitive to the monetary, fiscal and trade policies pursued by the
governments of the U.S. and other foreign countries important to
international trade and finance. Governmental intervention may also play a
significant role. National governments rarely voluntarily allow their
currencies to float freely in response to economic forces. Sovereign
governments use a variety of techniques, such as intervention by a country's
central bank or imposition of regulatory controls or taxes, to affect
the exchange rates of their currencies.

Securities held by an underlying fund may not be registered with, nor the
issuers thereof be subject to reporting requirements of, the SEC.
Accordingly, there may be less publicly available information
about the securities and about the foreign company or government issuing
them than is available about a domestic company or government entity.
Foreign issuers are generally not subject to uniform
financial reporting standards, practices and requirements comparable to
those applicable to U.S. issuers. In addition, with respect to some
foreign countries, there is the possibility of expropriation or
confiscatory taxation, limitations on the removal of funds or other
assets of the fund, political or social instability, or domestic
developments which could affect U.S. investments in
those countries. Moreover, individual foreign economies may differ
favorably or unfavorably from the U.S. economy in such respects as growth
of gross national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments positions. Certain underlying funds
may invest in securities of foreign governments (or agencies or
instrumentalities thereof), and many, if not all, of the foregoing
considerations apply to such investments as well.

Securities of some foreign companies are less liquid and their prices are
more volatile than securities of comparable domestic companies. Certain
foreign countries are known to experience long delays between the trade and
settlement dates of securities purchased or sold.

The interest and dividends payable on a fund's foreign securities may be
subject to foreign withholding taxes, and the general effect of these taxes
will be to reduce the fund's income. Additionally, the operating expenses
of a fund can be expected to be higher than that of an investment
company investing exclusively in U.S. securities, since the expenses of
the fund, such as custodial costs, valuation costs and communication costs,
as well as the rate of the investment advisory fees, though similar to
such expenses of some other international funds, are higher than those costs
incurred by other investment companies. In addition, dividend and interest
income from non-U.S. securities will generally be subject to withholding
taxes by the country in which the issuer is located and may not be
recoverable by the underlying fund or a portfolio investing in such fund.

American, European and Continental Depositary Receipts. Certain of the
underlying funds may invest in the securities of foreign and domestic
issuers in the form of American Depositary Receipts ("ADRs")
and European Depositary Receipts ("EDRs"). These securities may not
necessarily be denominated in the same currency as the securities into
which they may be converted. ADRs are receipts typically issued
by a U.S. bank or trust company that evidence ownership of underlying
securities issued by a foreign corporation. EDRs, which sometimes are
referred to as Continental Depositary Receipts ("CDRs"), are
receipts issued in Europe typically by foreign banks and trust companies
that evidence ownership of either foreign or domestic securities.
Generally, ADRs, in registered form, are designed for use in
U.S. securities markets and EDRs and CDRs are designed for use in European
securities markets.

Warrants. Because a warrant does not carry with it the right to dividends
or voting rights with respect to the securities that the warrant holder
is entitled to purchase, and because it does not represent any rights to
the assets of the issuer, a warrant may be considered more speculative than
certain other types of investments. In addition, the value of a warrant
does not necessarily change with the value of the underlying securities and
a warrant ceases to have value if it is not exercised
prior to its expiration date. Warrants acquired by an underlying
fund in units or attached to securities may be deemed to be without value.

FIXED-INCOME SECURITIES

General. Fixed income securities may be affected by general changes
in interest rates, which will result in increases or decreases in the
market value of the debt securities held by the underlying
funds. The market value of the fixed-income obligations in which the
underlying funds may invest can be expected to vary inversely in
relation to the changes in prevailing interest rates and also may be
affected by other market and credit factors.

Certain of the underlying funds may invest only in high-quality,
high-grade or investment grade securities. High quality securities are
those rated in the two highest categories by Moody's
Investors Service ("Moody's") (Aaa or Aa) or Standard & Poor's Ratings
Group ("S&P") (AAA or AA). High grade securities are those rated in the
three highest categories by Moody's (Aaa, Aa or A) or S&P
(AAA, AA or A). Investment -grade securities are those rated in the four
highest categories by Moody's (Aaa, Aa, A or Baa) or S&P (AAA, AA, A or BBB).
Securities rated Baa or BBB have speculative characteristics and changes
in economic conditions or other circumstances are more likely to lead to a
weakened capacity of their issuer to make principal and interest payments
than is the case with higher grade securities.

High Yield Securities. Certain of the underlying funds may invest in
securities rated below investment grade; that is rated below Baa by Moody's
or BBB by S&P, or determined by the underlying
fund's adviser to be of comparable quality. Securities rated below
investment grade (and comparable unrated securities) are the equivalent of
high yield, high risk bonds, commonly known as "junk bonds."
Such securities are regarded as predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal in accordance with the
terms of the obligations and involve major risk exposure to adverse business,
financial, economic or political conditions. See the Appendix for
additional information on the bond ratings by Moody's and S&P.

Convertible Securities. Convertible securities are fixed-income securities
that may be converted at either a stated price or stated rate into underlying
shares of common stock. Convertible securities have general
characteristics similar to both fixed-income and equity securities.
Although to a lesser extent than with fixed-income securities generally,
the market value of convertible securities tends
to decline as interest rates increase and, conversely, tends to increase
as interest rates decline. In addition, because of the conversion feature,
the market value of convertible securities tends to vary with fluctuations
in the market value of the underlying common stocks and, therefore, also will
react to variations in the general market for equity securities.
A unique feature of convertible securities is that as the market price of
the underlying common stock declines, convertible securities tend to trade
increasingly on a yield basis, and so may not experience market value
declines to the same extent as the underlying common stock. When the
market price of the underlying common stock increases, the prices of the
convertible securities tend to rise as a reflection of the value of the
underlying common stock. While no securities investments are without risk,
investments in convertible securities generally entail less risk than
investments in common stock of the same issuer.

As fixed-income securities, convertible securities are investments
that provide for a stable stream of income with generally higher yields
than common stocks. Of course, like all fixed-income securities,
there can be no assurance of current income because the issuers of the
convertible securities may default on their obligations. Convertible
securities, however, generally offer lower interest or dividend yields than
non-convertible securities of similar quality because of the potential for
capital appreciation. A convertible security, in addition to providing
fixed income, offers the potential for capital appreciation through the
conversion feature, which enables the holder to benefit from increases in
the market price of the underlying common stock. There can be no
assurance of capital appreciation, however, because securities prices
fluctuate.

While convertible securities generally offer lower yields than
non-convertible debt securities of similar quality, their prices may
reflect changes in the value of the underlying common stock.
Convertible securities entail less credit risk than the issuer's common stock.

Synthetic convertible securities are created by combining non-convertible
bonds or preferred stocks with warrants or stock call options. Synthetic
convertible securities differ from convertible securities in certain
respects, including that each component of a synthetic convertible security has
a separate market value and responds differently to market fluctuations.
Investing in synthetic convertible securities involves the risks normally
involved in holding the securities comprising the synthetic convertible
security.

Convertible securities generally are subordinated to other similar but
non-convertible securities of the same issuer, although convertible bonds,
such as corporate debt obligations, enjoy seniority in right of payment to
all equity securities, and convertible preferred stock is senior to common
stock, of the same issuer. Because of the subordination feature, however,
convertible securities typically have lower ratings than similar
nonconvertible securities.

Money Market Instruments. Money market instruments include: U.S.
government securities; certificates of deposit ("CDs"), time deposits
("TDs") and bankers' acceptances issued by domestic banks (including
their branches located outside the United States and subsidiaries
located in Canada), domestic
branches of foreign banks, savings and loan associations and similar
institutions; high grade commercial paper; and repurchase agreements
with respect to the foregoing types of instruments.

U.S. Government Securities. U.S. government securities include debt
obligations of varying maturities issued or guaranteed by the U.S.
government or its agencies or instrumentalities. U.S. government
securities include not only direct obligations of the U.S. Treasury,
but also securities issued or guaranteed by the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of
the United States, Small Business Administration, Government National
Mortgage Association ("GNMA"), General Services Administration,
Central Bank for Cooperatives, Federal Intermediate Credit Banks,
Federal Land Banks, Federal National Mortgage Association ("FNMA"),
Maritime Administration, Tennessee Valley Authority, District of Columbia
Armory Board, Student Loan Marketing Association, and
Resolution Trust Corporation. Certain U.S. government securities, such as
those issued or guaranteed by GNMA, FNMA and Federal Home Loan Mortgage
Corporation ("FHLMC"), are mortgage-related securities.
Because the U.S. government is not obligated by law to provide support
to an instrumentality that it sponsors, a portfolio or an underlying fund
will invest in obligations issued by such an instrumentality only if its
investment adviser determines that the credit risk with respect to the
instrumentality does not make its securities unsuitable for investment by
the portfolio or the Fund, as the case may be.

Mortgage-related Securities. The average maturity of pass-through pools
of mortgage-related securities varies with the maturities of the underlying
mortgage instruments. In addition, a pool's stated maturity may be
shortened by unscheduled payments on the underlying mortgages. Factors
affecting mortgage prepayments include the level of interest rates, general
economic and social conditions, the location of the mortgaged property and
age of the mortgage. Because prepayment rates of individual pools vary
widely, it is not possible to accurately predict the average life of a
particular pool. Common practice is to assume that prepayments will result
in an average life ranging from 2 to 10 years for pools of fixed-rate
30-year mortgages. Pools of mortgages with other maturities or different
characteristics will have varying average life assumptions.

Mortgage-related securities may be classified as private, governmental
or government-related, depending on the issuer or guarantor. Private
mortgage-related securities represent pass-through
pools consisting principally of conventional residential mortgage loans
created by non-governmental issuers, such as commercial banks, savings and
loan associations and private mortgage insurance companies. Governmental
mortgage-related securities are backed by the full faith and credit of the
U.S. government. GNMA, the principal guarantor of such securities, is a
wholly owned U.S. government corporation within the Department of Housing
and Urban Development. Government-related mortgage-related securities are
not backed by the full faith and credit of the U.S. government. Issuers of
such securities include FNMA and FHLMC. FNMA is a government-sponsored
corporation owned entirely by private stockholders, which is subject to
general regulation by the Secretary of Housing and Urban Development.
Pass-through securities issued by FNMA are guaranteed as to timely payment of
principal and interest by FNMA. FHLMC is a corporate instrumentality of
the U.S., the stock of which is owned by Federal Home Loan Banks.
Participation certificates representing interests in mortgages from
FHLMC's national portfolio are guaranteed as to the timely payment of interest
and ultimate collection of principal by FHLMC.

Private U.S. governmental or government-related entities create mortgage loan
pools offering pass-through investments in addition to those described above.
The mortgages underlying these
securities may be alternative mortgage instruments, that is, mortgage
instruments whose principal or interest payments may vary or whose terms to
maturity may be shorter than previously customary. As new types of
mortgage-related securities are developed and offered to investors, certain
of the underlying funds, consistent with their investment objective and
policies, may consider making investments in such new types of securities.

Foreign Government Securities. Among the foreign government securities in
which certain underlying funds may invest are those issued by countries
with developing economies, which are countries in the initial stages of
their industrialization cycles. Investing in securities of countries with
developing economies involves exposure to economic structures that are
generally less diverse and less mature, and to political systems that can
be expected to have less stability, than those of developed
countries. The markets of countries with developing economies historically
have been more volatile than markets of the more mature economies of
developed countries, but often have provided higher rates
of return to investors.

Brady Bonds. Certain of the underlying funds may invest in Brady bonds
which are debt securities, generally denominated in U.S. dollars, issued
under the framework of the Brady Plan. In restructuring
its external debt under the Brady Plan framework, a debtor nation negotiates
with its existing bank lenders as well as multilateral institutions such
as the International Bank for Reconstruction and Development
(the "World Bank") and the International Monetary Fund (the "IMF").
Brady bonds may also be issued in respect of new money being advanced by
existing lenders in connection with the debt restructuring. Under these
arrangements with the World Bank and/or the IMF, debtor nations have been
required to agree to the implementation of certain domestic monetary
and fiscal reforms including liberalization of trade and foreign investment,
privatization of state-owned enterprises and
establishing targets for public spending and borrowing.

Brady Bonds which have been issued to date are rated in the categories
"BB" or "B" by S&P or "Ba" or "B" by Moody's or, in cases in which a
rating by S&P or Moody's has not been assigned, are generally
considered by the underlying fund's investment adviser to be of
comparable quality.

Agreements implemented under the Brady Plan to date are designed to
achieve debt and debt-service reduction through specific options
negotiated by a debtor nation with its creditors. As a result, the
financial packages offered by each country differ. Brady bonds issued to
date have traded at a deep discount from their face value. Certain
sovereign bonds are entitled to "value recovery payments" in
certain circumstances, which constitute supplemental interest payments
but generally are not collateralized. Certain Brady bonds have been
collateralized as to principal due at maturity (typically 30 years from the
date of issuance) by U.S. Treasury zero coupon bonds with a maturity
equal to the final maturity of such Brady Bonds, although the collateral
is not available to investors until the final maturity of the Brady Bonds.

Bank Obligations. Domestic commercial banks organized under federal
law are supervised and examined by the Comptroller of the Currency and are
required to be members of the Federal Reserve System and to
be insured by the Federal Deposit Insurance Corporation (the "FDIC").
Domestic banks organized under state law are supervised and examined by
state banking authorities but are members of the Federal Reserve System
only if they elect to join. Most state banks are insured by the FDIC
(although such insurance may not be of material benefit to an
underlying fund, depending upon the principal amount of
CDs of each held by the fund) and are subject to Federal examination
and to a substantial body of federal law and regulation. As a result of
federal and state laws and regulations, domestic branches
of domestic banks are, among other things, generally required to maintain
specified levels of reserves, and are subject to other supervision and
regulation designed to promote financial soundness.

Obligations of foreign branches of U.S. banks, such as CDs and TDs,
may be general obligations of the parent bank in addition to the issuing
branch, or may be limited by the terms of a specific obligation and
governmental regulation. Obligations of foreign branches of U.S. banks and
foreign banks are subject to different risks than are those of U.S. banks
or U.S. branches of foreign banks. These risks include foreign economic
and political developments, foreign governmental restrictions that may
adversely affect payment of principal and interest on the obligations,
foreign exchange controls and foreign withholding and other taxes on
interest income. Foreign branches of U.S. banks are not
necessarily subject to the same or similar regulatory requirements that
apply to U.S. banks, such as mandatory reserve requirements, loan
limitations and accounting, auditing and financial recordkeeping
requirements. In addition, less information may be publicly available
about a foreign branch of a U.S. bank than about a U.S. bank. CDs
issued by wholly owned Canadian subsidiaries of U.S. banks are
guaranteed as to repayment of principal and interest, but not as to
sovereign risk, by the U.S. parent bank.

Obligations of U.S. branches of foreign banks may be general obligations of
the parent bank in addition to the issuing branch, or may be limited by the
terms of a specific obligation and by Federal and state regulation as well
as governmental action in the country in which the foreign bank has its
head office. A U.S. branch of a foreign bank with assets in excess of
$1 billion may or may not be subject to reserve requirements imposed by the
Federal Reserve System or by the state in which the
branch is located if the branch is licensed in that state. In addition,
branches licensed by the Comptroller of the Currency and branches
licensed by certain states ("State Branches") may or may not be required to:
(a) pledge to the regulator by depositing assets with a designated bank
within the state, an amount of its assets equal to 5% of its total
liabilities; and (b) maintain assets within the state in an amount equal to
a specified percentage of the aggregate amount of liabilities of the
foreign bank payable at or through all of its agencies or branches within
the state. The deposits of State Branches may not necessarily be insured
by the FDIC. In addition, there may be less publicly
available information about a U.S. branch of a foreign bank than
about a U.S. bank.

Commercial Paper. Commercial paper consists of short-term
(usually from 1 to 270 days) unsecured promissory notes issued by
corporations in order to finance their current operations. A variable
amount master demand note (which is a type of commercial paper) represents
a direct borrowing arrangement involving periodically fluctuating rates of
interest under a letter agreement between a commercial paper issuer and an
institutional lender, such as one of the underlying funds, pursuant to
which the lender may determine to invest varying amounts. Transfer of such
notes is usually restricted by the issuer, and there is no secondary
trading market for such notes.

Ratings as Investment Criteria. In general, the ratings of nationally
recognized statistical rating organizations ("NRSROs") represent the
opinions of these agencies as to the quality of securities that
they rate. Such ratings, however, are relative and subjective, and are
not absolute standards of quality and do not evaluate the market value risk
of the securities. These ratings will be used by
the underlying funds as initial criteria for the selection of portfolio
securities, but the funds also will rely upon the independent advice of
their respective advisers to evaluate potential investments.
Among the factors that will be considered are the long-term ability of
the issuer to pay principal and interest and general economic trends.
The Appendix to this SAI contains further information
concerning the rating categories of NRSROs and their significance.

Subsequent to its purchase by a fund, an issue of securities may cease
to be rated or its rating may
be reduced below the minimum required for purchase by the fund.
In addition, it is possible that an NRSRO might not change its rating of a
particular issue to reflect subsequent events. None of these
events will require sale of such securities by a fund, but the fund's
adviser will consider such events in its determination of whether the fund
should continue to hold the securities. In addition,
to the extent that the ratings change as a result of changes in such
organizations or their rating systems, or due to a corporate
reorganization, a fund will attempt to use comparable ratings as
standards for its investments in accordance with its investment objective and
policies.

INVESTMENT PRACTICES

In attempting to achieve its investment objective, an underlying fund
may employ, among others, the following portfolio strategies.

Repurchase Agreements. The portfolios and the underlying funds may
purchase securities and concurrently enter into repurchase agreements with
certain member banks which are the issuers of instruments acceptable for
purchase by the portfolio or the underlying fund, as the case may be, and
with certain dealers on the Federal Reserve Bank of New York's list of
reporting dealers. Repurchase agreements are contracts 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 a portfolio's or an underlying fund's ability to
dispose of the underlying securities, the risk
of a possible decline in the value of the underlying securities during the
period in which the portfolio or underlying 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 part of the income from the
repurchase agreement.

When-issued Securities and Delayed-delivery Transactions. To secure an
advantageous price or yield, certain of the underlying funds may purchase
certain securities on a when-issued basis or purchase or
sell securities for delayed delivery. Delivery of the securities in such
cases occurs beyond the normal settlement periods, but no payment or
delivery is made by an underlying fund prior to the
reciprocal delivery or payment by the other party to the transaction.
In entering into a when-issued or delayed-delivery transaction, an
underlying fund will rely on the other party to consummate the
transaction and may be disadvantaged if the other party fails to do so.

U.S. government securities normally are subject to changes in value based
upon changes, real or anticipated, in the level of interest rates and the
public's perception of the creditworthiness of the
issuers. In general, U.S. government securities tend to appreciate when
interest rates decline and depreciate when interest rates rise. Purchasing
these securities on a when-issued or delayed-delivery
basis, therefore, can involve the risk that the yields available in the market
when the delivery takes place may actually be higher than those obtained in
the transaction itself. Similarly, the sale of U.S. government securities
for delayed delivery can involve the risk that the prices available in the
market when the delivery is made may actually be higher than those obtained
in the transaction itself.

In the case of the purchase by an underlying fund of securities on a
when-issued or delayed-delivery basis, a segregated account in the name of
the fund consisting of cash or liquid securities equal to
the amount of the when-issued or delayed-delivery commitments will be
established. For the purpose of determining the adequacy of the securities
in the accounts, the deposited securities will be valued at
market or fair value. If the market or fair value of the securities declines,
additional cash or securities will be placed in the account daily so that
the value of the account will equal the amount
of such commitments by the fund involved. On the settlement date, a fund
will meet its obligations from then-available cash flow, the sale of
securities held in the segregated account, the sale of other securities or,
although it would not normally expect to do so, from the sale of the securities
purchased on a when-issued or delayed-delivery basis (which may have a
value greater or less than the fund's payment obligations).

Lending of Portfolio Securities. Certain of the underlying funds have the
ability to lend portfolio securities to brokers, dealers and other financial
organizations. A fund will not lend portfolio securities to Salomon
Smith Barney unless it has applied for and received specific authority to do so
from the SEC. Loans of portfolio securities will be collateralized
by cash, letters of credit or U.S. government securities which are
maintained at all times in an amount at least equal to the current
market value of the loaned securities. From time to time, an underlying 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 which is unaffiliated with the fund and is
acting as a "finder."

By lending its securities, an underlying 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.
A fund will comply with the following conditions whenever its portfolio
securities are loaned: (a) the fund must receive at least 100% cash
collateral or equivalent securities from the borrower; (b) the borrower
must increase such collateral whenever the market value
of the securities loaned rises above the level of such 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; provided,
however, that if a material event adversely affecting the investment in the
loaned securities occurs, the fund's trustees or directors,
as the case may be, must terminate the loan and regain the right to vote
the securities. The risks in lending portfolio securities, as with other
extensions of secured credit, consist of a possible delay
in receiving additional collateral or in the recovery of the securities
or possible loss of rights in the collateral should the borrower fail
financially. Loans will be made to firms deemed by each
underlying fund's investment adviser to be of good standing and will
not be made unless, in the judgment of the adviser, the consideration to be
earned from such loans would justify the risk.

Short Sales. Certain of the underlying funds may from time to time sell
securities short. A short sale is a transaction in which the fund sells
securities that it does not own (but has borrowed) in
anticipation of a decline in the market price of the securities.

When a fund makes a short sale, the proceeds it receives from the sale are
retained by a broker until the fund replaces the borrowed securities.
To deliver the securities to the buyer, the fund must
arrange through a broker to borrow the securities and, in so doing, 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.

A fund's obligation to replace the securities borrowed in connection
with a short sale will be secured by collateral deposited with the broker
that consists of cash or U.S. government securities. In
addition, the fund will place in a segregated account with its custodian
an amount of cash or U.S. government 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 so that the amount deposited in the account plus
the amount deposited with the broker (not including the proceeds from the
short sale) (a) will equal the current market value of the securities
sold short and (b) will not be less than the market value of the securities
at the time they were sold short.

Short Sales Against the Box. Certain of the underlying funds may enter
into a short sale of common stock such that when the short position is open
the fund involved owns an equal amount of preferred stocks or debt
securities, convertible or exchangeable, without payment of further
consideration, into an equal number of shares of the common stock sold
short. This kind of short sale, which is described
as "against the box," will be entered into by a fund for the purpose
of receiving a portion of the interest earned by the executing broker from
the proceeds of the sale. The proceeds of the sale will be held by the
broker until the settlement date when the fund delivers the convertible
securities to close out its short position. Although prior to delivery a
fund will have to pay an amount equal to any dividends paid on the common
stock sold short, the fund will receive the dividends from the
preferred stock or interest from the debt securities convertible into the
stock sold short, plus a portion of the interest earned from the proceeds
of the short sale. The Funds will deposit, in a
segregated account with their custodian, convertible
preferred stock or convertible debt securities in
connection with short sales against the box.

Restricted Securities. Certain of the underlying funds may invest in
securities the disposition of which is subject to legal or contractual
restrictions. The sale of restricted securities often requires more time
and results in higher brokerage charges or dealer discounts and other selling
expenses than does the sale of securities eligible for trading on a national
securities exchange that are not subject to restrictions on resale.
Restricted securities often sell at a price lower than
similar securities that are not subject to restrictions on resale.

Reverse Repurchase Agreements. Certain underlying funds may enter into
reverse repurchase agreements with banks or broker-dealers.
A reverse repurchase agreement involves the sale of a money market
instrument held by an underlying fund coupled with an agreement by the fund
to repurchase the instrument at a stated price, date and interest payment.
The fund will use the proceeds of a reverse repurchase agreement to
purchase other money market instruments which either mature at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement or which are held under an agreement to resell maturing as of
that time.

An underlying fund will enter into a reverse repurchase agreement only
when the interest income to be earned from the investment of the proceeds
of the transaction is greater than the interest expense of
the transaction. Under the 1940 Act, reverse repurchase agreements may be
considered to be borrowings by the seller. Entry into such agreements
requires the creation and maintenance of a segregated account with the
fund's custodian consisting of U.S. government securities, cash or cash
equivalents.

Leveraging. Certain of the underlying funds may from time to time
leverage their investments by purchasing securities with borrowed money.
A fund is required under the 1940 Act to maintain at all
times an asset coverage of 300% of the amount of its borrowings.
If, as a result of market fluctuations or for any other reason, the fund's
asset coverage drops below 300%, the fund must reduce its outstanding
borrowings within three business days so as to restore its asset coverage
to the 300%
level.

Any gain in the value of securities purchased with borrowed money that
exceeds the interest paid on the amount borrowed would cause the net asset
value of the underlying fund's shares to increase more rapidly than
otherwise would be the case. Conversely, any decline in the value of
securities purchased would cause the net asset value of the fund's shares
to decrease more rapidly than otherwise would be the case. Borrowed money
thus creates an opportunity for greater capital gain but at the same time
increases exposure to capital risk. The net cost of any borrowed money
would be an expense that otherwise would not be incurred, and this
expense could restrict or eliminate a fund's net investment income in any
given period.

DERIVATIVE TRANSACTIONS

Derivative transactions, including the options and futures transactions
described below, are used for a number of reasons including: to manage
exposure to changes in interest rates, stock and bond prices
and foreign currencies; as an efficient means of adjusting overall
exposure to certain markets; to adjust duration; to enhance income; and
to protect the value of portfolio securities. Options and
futures can be volatile instruments, and involve certain risks.
If the adviser to the underlying fund applies a hedge at an inappropriate
time or judges market conditions incorrectly, options and futures
strategies may lower the underlying fund's return. Further losses could
also be experienced if the options and futures positions held by an
underlying fund were poorly correlated with its other investments, or if
it could not close out its positions because of an illiquid secondary market.

Certain of the underlying funds may enter into stock index, interest rate
and currency futures contracts (or options thereon, including swaps, caps,
collars and floors). Certain underlying funds may also purchase and sell
call and put options, futures and options contracts.

Options on Securities. Certain of the underlying funds may engage in
transactions in options on securities, which, depending on the fund, may
include the writing of covered put options and covered call options, the
purchase of put and call options and the entry into closing transactions.

The principal reason for writing covered call options on securities is to
attempt to realize, through the receipt of premiums, a greater return than
would be realized on the securities alone. Certain
underlying funds, however, may engage in option transactions only to hedge
against adverse price movements in the securities that they hold or may
wish to purchase and the currencies in which certain portfolio securities
may be denominated. In return for a premium, the writer of a covered
call option forfeits the right to any appreciation in the value of the
underlying security above the strike price for the life of the option (or
until a closing purchase transaction can be effected). Nevertheless,
the call writer retains the risk of a decline in the price of the underlying
security. Similarly, the principal reason for writing covered put options
is to realize income in the form of premiums. The writer of a covered put
option accepts the risk of a decline in the price of the underlying security.
The size of the premiums that a fund may receive may be adversely affected
as new or existing institutions, including other investment companies,
engage in or increase their option-writing activities.

Options written by an underlying fund normally will have expiration dates
between one and nine months from the date written. The exercise price of
the options may be below, equal to or above the market
values of the underlying securities at the times the options are written.
In the case of call options, these exercise prices are referred to as
"in-the-money," "at-the-money" and "out-of-the-money," respectively.
An underlying fund with option-writing authority may write (a)
in-the-money call options when its investment adviser expects that the
price of the underlying security will remain flat or decline moderately
during the option period, (b) at-the-money call options when its adviser
expects that the price of the underlying security will remain flat or advance
moderately during the option period and (c) out-of-the-money call options
when its adviser expects that the price of the underlying security may
increase but not above a price equal to the sum of the
exercise price plus the premiums received from writing the call option.
In any of the preceding situations, if the market price of the underlying
security declines and the security is sold at this
lower price, the amount of any realized loss will be offset wholly or
in part by the premium received.
Out-of-the-money, at-the-money and in-the-money put options (the reverse
of call options as to the relation of exercise price to market price) may
be utilized in the same market environments that such call options are used
in equivalent transactions.

So long as the obligation of an underlying fund as the writer of an option
continues, the fund may be assigned an exercise notice by the broker-dealer
through which the option was sold, requiring the fund
to deliver, in the case of a call, or take delivery of, in the case of a
put, the underlying security against payment of the exercise price.
This obligation terminates when the option expires or the fund
effects a closing purchase transaction. A fund can no longer effect a
closing purchase transaction with respect to an option once it has been
assigned an exercise notice. To secure its obligation to deliver the
underlying security when it writes a call option, or to pay for the
underlying security when it writes a put option, an underlying fund will be
required to deposit in escrow the underlying security or other assets in
accordance with the rules of the Options Clearing Corporation (the
"Clearing Corporation") or similar foreign clearing corporation and of the
securities exchange on which the option is written.

Certain underlying funds may purchase and sell put, call and other types of
option securities that are traded on domestic or foreign exchanges or the
over-the-counter market including, but not limited to, "spread" options,
"knock-out" options, "knock-in" options and "average rate" or "look-back"
options. "Spread" options are dependent upon the difference between the
price of two securities or futures contracts, "knock-out" options are
canceled if the price of the underlying asset reaches a trigger
level prior to expiration, "knock-in" options only have value if the price
of the underlying asset reaches a trigger level and, "average rate" or
"look-back" options are options where, at expiration,
the option's strike price is set based on either the average, maximum or
minimum price of the asset over the period of the option.

An option position may be closed out only where there exists a secondary
market for an option of the same series on a recognized securities exchange
or in the over-the-counter market. Certain underlying funds with
option-writing authority may write options on U.S. or foreign exchanges
and in the over-the-counter market.

An underlying fund may realize a profit or loss upon entering into a
closing transaction. In cases in which a fund has written an option, it
will realize a profit if the cost of the closing purchase transaction is
less than the premium received upon writing the original option and will
incur a loss if the cost of the closing purchase transaction exceeds the
premium received upon writing the original
option. Similarly, when a fund has purchased an option and engages in a
closing sale transaction, whether the fund realizes a profit or loss will
depend upon whether the amount received in the closing sale transaction is
more or less than the premium that the fund initially paid for the original
option plus the related transaction costs.

Although an underlying fund generally will purchase or write only those
options for which its adviser believes there is an active secondary market
so as to facilitate closing transactions, there is no
assurance that sufficient trading interest to create a liquid secondary
market on a securities exchange will exist for any particular option or at
any particular time, and for some options no such
secondary market may exist. A liquid secondary market in an option may
cease to exist for a variety of reasons. In the past, for example, higher
than anticipated trading activity or order flow, or other unforeseen events,
have at times rendered inadequate certain facilities of the Clearing
Corporation and U.S. and foreign securities exchanges and resulted in the
institution of special procedures, such as trading rotations, restrictions
on certain types of orders or trading halts or
suspensions in one or more options. There can be no assurance that
similar events, or events that may otherwise interfere with the timely
execution of customers' orders, will not recur. In such event, it
might not be possible to effect closing transactions in particular options.
If as a covered call option writer a fund is unable to effect closing
purchase transaction in a secondary market, it will not be able to sell
the underlying security until the option expires or it delivers the underlying
security upon exercise.

Securities exchanges generally have established limitations governing the
maximum number of calls and puts of each class which may be held or written,
or exercised within certain time periods, by an investor or group of
investors acting in concert (regardless of whether the options are written
on the same or different securities exchanges or are held, written or
exercised in one or more accounts or through one or more brokers).
It is possible that the underlying funds with authority to engage in
options transactions and other clients of their respective advisers and
certain of their affiliates may be considered to be such a group.
A securities exchange may order the liquidation of positions
found to be in violation of these limits and it may impose certain
other sanctions.

In the case of options written by an underlying fund that are deemed
covered by virtue of the fund's holding convertible or exchangeable
preferred stock or debt securities, the time required to convert
or exchange and obtain physical delivery of the underlying common stocks
with respect to which the fund has written options may exceed the time
within which the fund must make delivery in accordance
with an exercise notice. In these instances, an underlying fund may
purchase or borrow temporarily the underlying securities for purposes of
physical delivery. By so doing, the fund will not bear any
market risk because the fund will have the absolute right to receive from
the issuer of the underlying security an equal number of shares to
replace the borrowed stock, but the fund may incur additional
transaction costs or interest expenses in connection with any such
purchase or borrowing.

Additional risks exist with respect to certain of the U.S. government
securities for which an underlying fund may write covered call options.
If a fund writes covered call options on mortgage-backed securities, the
securities that it holds as cover may, because of scheduled amortization or
unscheduled prepayments, cease to be sufficient cover. The fund will
compensate for the decline in the value of the cover by purchasing an
appropriate additional amount of those securities.

Stock Index Options. Certain of the underlying funds may purchase and
write put and call options on U.S. stock indexes listed on U.S. exchanges
for the purpose of hedging its portfolio. A stock index fluctuates with
changes in the market values of the stocks included in the index.
Some stock index options are based on a broad market index such as the New
York Stock Exchange Composite Index or a
narrower market index such as the Standard & Poor's 100.

Options on stock indexes are similar to options on stock except that
(a) the expiration cycles of stock index options are monthly, while those
of stock options currently are quarterly, and (b) the
delivery requirements are different. Instead of giving the right to take
or make delivery of stock at a specified price, an option on a stock index
gives the holder the right to receive a cash "exercise settlement amount"
equal to (a) the amount, if any, by which the fixed exercise price of the
option exceeds (in the case of a put) or is less than (in the case of a call)
the closing value of the underlying index on the date of exercise,
multiplied by (b) a fixed "index multiplier." Receipt of
this cash amount will depend upon the closing level of the stock index
upon which the option is based
being greater than, in the case of a call, or less than, in the case of a
put, the exercise price of the option. The amount of cash received will be
equal to such difference between the closing price of the index and the
exercise price of the option expressed in dollars times a specified multiple.
The writer of the option is obligated, in return for the premium received,
to make delivery of this amount. The writer may offset its position in
stock index options prior to expiration by entering
into a closing transaction on an exchange or it may let the options
expire unexercised.

The effectiveness of purchasing or writing stock index options as a
hedging technique will depend upon the extent to which price movements in
the portion of a securities portfolio being hedged correlate
with price movements of the stock index selected. Because the value of an
index option depends upon movements in the level of the index rather than
the price of a particular stock, whether a fund will
realize a gain or loss from the purchase or writing of options on an index
depends upon movements in the level of stock prices in the stock market
generally or, in the case of certain indexes, in an industry or market
segment, rather than movements in the price of a particular stock.
Accordingly, successful use by a fund of options on stock indexes will be
subject to its adviser's ability to
predict correctly movements in the direction of the stock market generally
or of a particular industry. This requires different skills and techniques
than predicting changes in the prices of individual stocks.

An underlying fund will engage in stock index options transactions only when
determined by its adviser to be consistent with the fund's efforts to
control risk. There can be no assurance that such judgment will be
accurate or that the use of these portfolio strategies will be successful.
When a fund writes an option on a stock index, the fund will establish a
segregated account with its custodian in an amount equal to the market
value of the option and will maintain the account while the
option is open.

Currency Transactions. Certain of the underlying funds may enter into
forward currency exchange transactions. A forward currency contract is
an obligation to purchase or sell a currency against
another currency at a future date and price as agreed upon by the parties.
An underlying fund that enters into a forward currency contract may
either accept or make delivery of the currency at the
maturity of the forward contract or, prior to maturity,
enter into a closing transaction involving the
purchase or sale of an offsetting contract A fund may
engage in forward currency transactions in anticipation
of, or to protect itself against, fluctuations in exchange rates.
A fund might sell a particular foreign currency forward, for
example, when it holds bonds denominated in that currency but
anticipates, and seeks to be protected against, decline in the
currency against the U.S. dollar. Similarly, a fund may sell the U.S.
dollar forward when it holds bonds denominated in U.S. dollars but
anticipates, and seeks to be protected against, a decline
in the U.S. dollar relative to other currencies. Further,
a fund may purchase a currency forward to "lock in" the price of
securities denominated in that currency which it anticipates purchasing.

Transaction hedging is the purchase or sale of forward currency contracts
with respect to a specific receivable or payable of the fund generally
arising in connection with the purchase or sale of its securities.
Position hedging, generally, is the sale of forward currency contracts
with respect to
portfolio security positions denominated or quoted in the currency.
A fund may not position hedge with respect to a particular currency
to an extent greater than the aggregate market value at any time
of the security or securities held in its portfolio denominated or
quoted in or currently convertible (such as through exercise of an
option or consummation of a forward currency contract) into that
particular currency, except that certain underlying funds may
utilize forward currency contracts denominated in the
European Currency Unit to hedge portfolio security positions when a
security or securities are denominated in currencies of member
countries in the European Monetary System. If a fund enters into a
transaction hedging or position hedging transaction, it will cover the
transaction through one or more of the following methods: (a) ownership of
the underlying currency or an option to purchase such currency;
(b) ownership of an option to enter into an offsetting forward currency
contract; (c) entering into a forward contract to purchase currency being
sold or to sell currency
being purchased, provided that such covering contract is itself covered by
any one of these methods unless the covering contract closes out the first
contract; or (d) depositing into a segregated account with the custodian or
a sub-custodian of the fund cash or readily marketable securities in an
amount equal to the value of the fund's total assets committed to the
consummation of the forward currency contract and not otherwise covered.
In the case of transaction hedging, any securities placed in an account must
be liquid securities. In any case, if the value of the securities placed in
the segregated account declines, additional cash or securities will be
placed in the account so that the value of the account will equal the
above amount. Hedging transactions may be made from any
foreign currency into dollars or into other appropriate currencies.

At or before the maturity of a forward contract, a fund either may sell a
portfolio security and make delivery of the currency, or retain the
security and offset its contractual obligation to deliver the currency by
purchasing a second contract pursuant to which the relevant fund will
obtain, on the same maturity date, the same amount of the currency which it
is obligated to deliver. If a fund retains the portfolio security and
engages in an offsetting transaction, the fund, at the time of execution of
the offsetting transaction, will incur a gain or loss to the extent movement
has occurred in forward contract prices. Should forward prices decline
during the period between a fund's entering into a
forward contract for the sale of a currency and the date that it enters
into an offsetting contract
for the purchase of the currency, the fund will realize a gain to the
extent that the price of the currency it has agreed to sell exceeds the
price of the currency it has agreed to purchase. Should forward prices
increase, the fund will suffer a loss to the extent the price of the
currency it has agreed to purchase exceeds the price of the currency it
has agreed to sell. The cost to a fund of engaging in currency transactions
varies with factors such as the currency
involved, the length of the contract period and the market conditions then
prevailing. Because transactions in currency exchange are usually
conducted on a principal basis, no fees or commissions are involved.
The use of forward currency contracts does not eliminate fluctuations in
the underlying prices of the securities, but it does establish a rate of
exchange that can be achieved in the future. In addition, although
forward currency contracts limit the risk of loss due to a decline in the value
of the hedged currency, at the same time, they limit any potential gain that
might result should the value of the currency increase. If a devaluation
is generally anticipated a fund may not be able to contract to sell the
currency at a price above the devaluation level it anticipates.

Foreign Currency Options. Certain underlying funds may purchase or
write put and call options on foreign currencies for the purpose of
hedging against changes in future currency exchange rates. Foreign currency
options generally have three, six and nine month expiration cycles.
Put options convey the right to sell the underlying currency at a price
which is anticipated to be higher than the spot price of the currency at
the time the option expires. Call options convey the right to buy the
underlying currency at a price which is expected to be lower than the spot
price of the currency at the time that the option expires.

An underlying fund may use foreign currency options under the same
circumstances that it could use forward currency exchange transactions.
A decline in the dollar value of a foreign currency in which
a fund's securities are denominated, for example, will reduce the dollar
value of the securities, even if their value in the foreign currency
remains constant. In order to protect against such diminutions
in the value of securities that it holds, the fund may purchase put
options on the foreign currency. If the value of the currency does
decline, the fund will have the right to sell the currency for a
fixed amount in dollars and will thereby offset, in whole or in part, the
adverse effect on its securities that otherwise would have resulted.
Conversely, if a rise in the dollar value of a
currency in which securities to be acquired are denominated is projected,
thereby potentially increasing the cost of the securities, the fund may
purchase call options on the particular currency. The purchase of these
options could offset, at least partially, the effects of the adverse movements
in exchange rates. The benefit to the fund derived from purchases of
foreign currency options, like the benefit derived from other types of
options, will be reduced by the amount of the premium and
related transaction costs. In addition, if currency exchange rates do not
move in the direction or to the extent anticipated, the fund could sustain
losses on transactions in foreign currency options that would require it to
forego a portion or all of the benefits of advantageous changes in the rates.

Futures Contracts. The purpose of the acquisition or sale of a futures
contract by a fund is to mitigate the effects of fluctuations in
interest rates or currency or market values, depending on the
type of contract, on securities or their values without actually buying
or selling the securities. Of course, because the value of portfolio
securities will far exceed the value of the futures contracts
sold by a fund, an increase in the value of the futures contracts
could only mitigate -- but not totally offset -- the decline in the value
of the fund.

Certain of the underlying funds may enter into futures contracts
or related options on futures contracts that are traded on a domestic
or foreign exchange or in the over-the-counter market.
Generally, these investments may be made solely for the purpose of
hedging against changes in the value of its portfolio securities due
to anticipated changes in interest rates, currency values and/or
market conditions when the transactions are economically
appropriate to the reduction of risks inherent in the management of the
fund and not for purposes of speculation. However, the
International Equity Portfolio and the International Balanced Portfolio
may also enter into futures transactions for non-hedging purposes,
subject to applicable law. The ability of the funds to trade
in futures contracts may be limited by the requirements of the
Internal Revenue Code of 1986, as
amended (the "Code"), applicable to a regulated investment company.

No consideration is paid or received by a fund upon entering into
a futures contract. Initially, a fund will be required to deposit with
its custodian an amount of cash or cash equivalents equal to
approximately 1% to 10% of the contract amount (this amount is subject to
change by the board of trade on which the contract is traded and members
of such board of trade may charge a higher amount). This
amount, known as initial margin, is in the nature of a performance bond
or good faith deposit on the
contract and is returned to a fund upon termination of the futures
contract, assuming that all
contractual obligations have been satisfied. Subsequent payments,
known as variation margin, to and from the broker, will be made daily as
the price of the securities, currency or index underlying the
futures contract fluctuates, making the long and short positions in
the futures contract more or less valuable, a process known as
"marking-to-market." At any time prior to expiration of a futures
contract, a fund may elect to close the position by taking an
opposite position, which will operate to
terminate the fund's existing position in the contract.

Several risks are associated with the use of futures contracts as a
hedging device. Successful use of futures contracts by a fund is
subject to the ability of its adviser to predict correctly movements in
interest rates, stock or bond indices or foreign currency values.
These predictions involve skills and techniques that may be different
from those involved in the management of the portfolio being
hedged. In addition, there can be no assurance that there will be a
correlation between movements in
the price of the underlying securities, currency or index and
movements in the price of the securities
which are the subject of the hedge. A decision of whether,
when and how to hedge involves the
exercise of skill and judgment, and even a
well-conceived hedge may be unsuccessful to some degree
because of market behavior or unexpected trends in interest
rates or currency values.

There is no assurance that an active market will exist for
future contracts at any particular time.
Most futures exchanges and boards of trade limit the amount
of fluctuation permitted in futures
contract prices during a single trading day.
Once the daily limit has been reached in a particular
contract, no trades may be made that day at a price beyond
that limit. It is possible that futures
contract prices could move to the daily limit for several
consecutive trading days with little or no
trading, thereby preventing prompt liquidation of futures
positions and subjecting some futures
traders to substantial losses. In such event, and in the event of
adverse price movements, a fund
would be required to make daily cash payments of variation
margin, and an increase in the value of the
portion of the portfolio being hedged, if any, may partially or
completely offset losses on the futures contract. As described above,
however, there is no guarantee that the price of the securities
being hedged will, in fact, correlate with the price movements
in a futures contract and thus provide
an offset to losses on the futures contract.

If a fund has hedged against the possibility of a change in interest rates
or currency or market values adversely affecting the value of securities
held in its portfolio and rates or currency or
market values move in a direction opposite to that which the
fund has anticipated, the fund will lose
part or all of the benefit of the increased value of securities
which it has hedged because it will
have offsetting losses in its futures positions. In addition,
in such situations, if the fund had
insufficient cash, it may have to sell securities to meet daily
variation margin requirements at a
time when it may be disadvantageous to do so. These sales of
securities may, but will not
necessarily, be at increased prices which reflect the change in
interest rates or currency values, as the case may be.

Options on Futures Contracts. An option on an interest rate futures
contract, as contrasted with the direct investment in such a contract,
gives the purchaser the right, in return for the premium paid,
to assume a position in the underlying interest rate futures
contract at a specified exercise price at
any time prior to the expiration date of the option. An option
on a foreign currency futures contract, as contrasted with the
direct investment in such a contract, gives the purchaser the right,
but not the obligation, to assume a long or short position
in the relevant underlying foreign currency
futures contract at a predetermined exercise price at a time
in the future. Upon exercise of an option, the delivery of the
futures position by the writer of the option to the holder of the option
will be accompanied by delivery of the accumulated balance in the
writer's futures margin account, which represents the amount by which
the market price of the futures contract 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 potential for
loss related to the purchase of an option on futures contracts is
limited to the premium paid for the option (plus transaction costs).
Because the value of the option is fixed at the point of sale, there
are no daily cash payments to reflect changes in the value of the
underlying contract; however, the value of the option does change daily
and that change would be reflected in the net asset value of a fund
investing in the options.

Several risks are associated with options on futures contracts.
The ability to establish and close
out positions on such options will be subject to the existence of a
liquid market. In addition, the purchase of put or call options on
interest rate and foreign currency futures will be based upon
predictions by a fund's adviser as to anticipated trends in
interest rates and currency values, as the
case may be, which could prove to be incorrect. Even if the
expectations of an adviser are correct,
there may be an imperfect correlation between the change in the
value of the options and of the
portfolio securities in the currencies being hedged.

Foreign Commodity Exchanges. Unlike trading on domestic
commodity exchanges, trading on foreign commodity exchanges is
not regulated by the Commodity Futures Trading Commission and may be
subject to greater risks than trading on domestic exchanges.
For example, some foreign exchanges may be principal markets so that
no common clearing facility exists and a trader may look only to the broker
for performance of the contract. In addition, unless an underlying
fund trading on a foreign commodity exchange hedges against
fluctuations in the exchange rate between the U.S. dollar and the
currencies in which trading is done on foreign exchanges,
any profits that the fund might realize in
trading could be eliminated by adverse changes in the exchange rate,
or the fund could incur losses as a result of those changes.

The Smith Barney Natural Resources Fund Inc. may also enter into futures
contracts for the purchase and sale of gold, purchase put
and call options on those futures contracts and write call options on
those futures contracts. The Smith Barney Natural Resources Fund Inc.
will purchase or write options
on gold futures only on a regulated domestic or foreign exchange
approved for such purpose by the Commodities Futures Trading Commission.

Swap Agreements. Among the hedging transactions into which
certain underlying funds may enter are interest rate swaps
and the purchase or sale of interest rate caps and floors.
Interest rate swaps involve the exchange by a fund with
another party of their respective commitments to pay or receive
interest, e.g., an exchange of floating rate payments
for fixed rate payments. The purchase of an
interest rate cap entitles the purchaser, to the extent
that a specified index exceeds a predetermined
interest rate, to receive payments of interest on a notional
principal amount from the party selling
such interest rate cap. The purchase of an interest rate
floor entitles the purchaser, to the extent
that a specified index falls below a predetermined interest rate,
to receive payment of interest on a
notional principal amount from the party selling
such interest rate floor.

Certain underlying funds may enter into interest rate swaps,
caps and floors on either an asset-based or liability-based basis,
depending on whether a fund is hedging its assets or its liabilities, and
will usually enter into interest rate swaps on a net basis, i.e., the two
payment streams are netted, with the fund receiving or paying,
as the case may be, only the net amount of the two payments.
Inasmuch as these hedging transactions are entered into for
good faith hedging purposes, the investment adviser and the fund
believe such obligations do not constitute senior securities and,
accordingly will not treat them as being subject to its
borrowing restrictions. The net amount of the
excess, if any, of a fund's obligations over its
entitlements with respect to each interest rate swap
will be accrued on a daily basis and an amount of cash or
liquid securities having an aggregate net
asset value at least equal to the accrued
excess will be maintained in a segregated account with PNC
Bank. If there is a default by the other party to such a
transaction, a fund will have contractual
remedies pursuant to the agreement related to the
transaction. The swap market has grown
substantially in recent years with a large number of
banks and investment banking funds acting both as
principals and as agents. As a result, the swap
market has become relatively liquid. Caps and floors
are more recent innovations for which standardized
documentation has not yet been developed and,
accordingly, they are less liquid than swaps.

ADDITIONAL RISK FACTORS

Investment in Other Mutual Funds. The investments of each portfolio are
concentrated in underlying funds so each portfolio's performance is
directly related to the investment
performance of the underlying funds held by it. The ability of each
portfolio to meet its
investment objective is directly related to the ability of the underlying
funds to meet their objectives as well as the allocation among those
underlying funds by SSBC. There can be no assurance that the investment
objective of any portfolio or any underlying fund will be achieved. The
portfolios will only invest in Class Y shares of the underlying
Smith Barney funds and, accordingly, will not pay any sales loads
or 12b-1 or service or distribution fees in connection with their investments
in shares of the underlying funds. The portfolios, however, will indirectly
bear their pro rata share of the fees and expenses incurred by the
underlying Smith Barney funds that are applicable to Class Y shareholders.
The investment returns of each portfolio, therefore, will be net of the
expenses of the underlying funds in which it is invested.

Non-Diversified Portfolios. Each portfolio and certain of the underlying
funds are classified as non-diversified investment companies under the
1940 Act. Since, as a non-diversified investment company, each such company
is permitted to invest a greater proportion of its assets in the securities
of a smaller number of issuers, each such company may be subject to greater
risk with respect to its individual portfolio than an investment company
that is more broadly diversified.

Securities of Unseasoned Issuers. Securities in which certain of the
underlying funds may invest may have limited marketability and, therefore,
may be subject to wide fluctuations in market value. In addition, certain
securities may lack a significant operating history and be dependent on
products or services without an established market share.

Sovereign Debt Obligations. Sovereign debt of developing countries may involve
a high degree of risk,and may be in default or present the risk of default.
Governmental entities responsible for repayment of the debt may be unable or
unwilling to repay principal and interest when due, and may require
renegotiation or rescheduling of debt payments. In addition, prospects for
repaying principal and interest may depend on political as well as economic
factors. Although some sovereign debt, such as Brady bonds, is
collateralized by U.S. government securities, repayment of principal and
interest is not guaranteed by the U.S. government.

Brady Bonds. A significant amount of the Brady bonds that the underlying
funds may purchase have no or limited collateralization, and an underlying
fund will be relying for payment of interest and (except in the case of
principal collateralized Brady bonds) principal primarily on the willingness
and ability of the foreign government to make payment in accordance with
the terms of the Brady bonds. In the event of a default on collateralized
Brady bonds for which obligations are accelerated, the collateral for the
payment of principal will not be distributed to investors, nor will such
obligations be sold and the proceeds distributed. In light of the residual
risk of the Brady bonds and, among other factors, the history of default
with respect to commercial bank loans by public and private entities of
countries issuing Brady bonds, investments in Brady bonds are to be viewed
as speculative.

Sovereign obligors in developing and emerging market countries are among the
world's largest debtors to commercial banks, other governments,
international financial organizations and other financial institutions.
These obligors have in the past experienced substantial difficulties in
servicing their external debt obligations, which led to defaults on
certain obligations and the restructuring of certain indebtedness.
Restructuring arrangements have included, among other things, reducing and
rescheduling interest and principal payments by negotiating new or amended
credit agreements or converting outstanding principal and unpaid
interest to Brady bonds, and obtaining new credit to finance interest
payments. Holders of certain foreign sovereign debt securities may be
requested to participate in the restructuring of such obligations and to
extend further loans to their issuers. There can be no assurance that the
Brady bonds and other foreign sovereign debt securities in which
the funds may invest will not be subject to similar restructuring
arrangements or to requests for new credit which may adversely affect a
fund's holdings. Furthermore, certain participants in the
secondary market for such debt may be directly involved in negotiating the
terms of these arrangements and may therefore have access to information
not available to other market participants.

Restrictions on Foreign Investment. Some countries prohibit or impose
substantial restrictions on investments in their capital markets,
particularly their equity markets, by foreign entities. For
example, certain countries require governmental approval prior to
investments by foreign persons, or limit the amount of investment by
foreign persons in a particular company, or limit the investment by
foreign persons to only a specific class of securities of a company that
may have less advantageous terms than securities of the company available
for purchase by nationals or limit the repatriation of funds for a period
of time.

Smaller capital markets, while often growing in trading volume, have
substantially less volume than U.S. markets, and securities in many
smaller capital markets are less liquid and their prices may be
more volatile than securities of comparable U.S. companies. Brokerage
commissions, custodial services, and other costs relating to investment in
smaller capital markets are generally more expensive than in
the U.S. Such markets have different clearance and settlement procedures,
and in certain markets there have been times when settlements have been
unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions.
Further, satisfactory custodial services for investment securities may not
be available in some countries having smaller capital markets, which may
result in an underlying fund incurring additional costs and delays in
transporting and custodying such securities outside such countries.
Delays in settlement could result in temporary periods when assets of a fund
are uninvested and no return is earned thereon. The inability of an
underlying fund to make intended security purchases due to settlement
problems could cause such fund to miss attractive investment opportunities.
Inability to dispose of a portfolio security due to settlement problems
could result either in losses to the fund due to subsequent declines
in value of the portfolio security or, if the fund has entered into a
contract to sell the security, could result in possible liability to the
purchaser. There is generally less government supervision and regulation
of exchanges, brokers and issuers in countries having smaller capital
markets than there is in the U.S.

Mortgage-Related Securities. To the extent that an underlying fund purchases
mortgage-related securities at a premium, mortgage foreclosures and
prepayments of principal by mortgagors (which may be made at any time
without penalty) may result in some loss of the fund's principal
investment to the extent of the premium paid. The underlying fund's
yield may be affected by reinvestment of prepayments at higher or lower
rates than the original investment. In addition, like other debt securities,
the values of mortgage-related securities, including government and
government-related mortgage pools, generally will fluctuate in response
to market interest rates.

Non-Publicly Traded and Illiquid Securities. The sale of securities that
are not publicly traded is typically restricted under the Federal
securities laws. As a result, an underlying fund may be forced
to sell these securities at less than fair market value or may not be able to
sell them when the fund's adviser believes it desirable to do so.
Investments by an underlying fund in illiquid securities are subject to the
risk that should the fund desire to sell any of these securities when a
ready buyer is not available at a price that the fund's adviser deems
representative of its value, the value of the underlying fund's net assets
could be adversely affected.

High Yield Securities. An underlying fund may invest in high yield, below
investment grade securities. Investments in high yield securities are
subject to special risks, including a greater risk of loss of
principal and non-payment of interest. An investor should carefully
consider the following factors before investing in these funds.

Generally, high yield, below investment grade securities offer a higher
return potential than higher-rated securities but involve greater
volatility of price and greater risk of loss of income and principal,
including the possibility of default or bankruptcy of the issuers of such
securities. Below investment grade securities and comparable non-rated
securities will likely have large uncertainties or major risk exposure to
adverse conditions and are predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal in accordance with the
terms of the obligation. The occurrence of adverse conditions and
uncertainties would likely reduce the value of securities
held by an underlying fund, with a commensurate effect on the value of the
underlying fund's shares.

The markets in which below investment grade securities or comparable
non-rated securities are traded generally are more limited than those in
which higher-quality securities are traded. The existence of
limited markets for these securities may restrict the availability of
securities for an underlying fund to purchase and also may restrict the
ability of an underlying fund to obtain accurate market
quotations for purposes of valuing securities and calculating net
asset value or to sell securities at their fair value.
An economic downturn could adversely affect the ability of
issuers of high yield securities to repay principal and pay interest thereon.

While the market values of below investment grade securities and comparable
non-rated securities tend to react less to fluctuations in interest
rate levels than do those of higher-quality securities, the
market values of certain of these securities also tend to be more sensitive
to individual corporate developments and changes in economic conditions
than higher-quality securities. In addition, below investment grade
securities and comparable non-rated securities generally present a higher
degree of credit risk. Issuers of below investment grade securities and
comparable non-rated securities are often highly leveraged and may not have
more traditional methods of financing available to them so
that their ability to service their debt obligations during
an economic downturn or during sustained periods of rising interest rates
may be impaired. The risk of loss due to default by such issuers is
significantly greater because below investment grade securities and
comparable non-rated securities generally are unsecured and frequently
are subordinated to the prior payment of senior indebtedness.
An underlying fund may incur additional expenses to the extent
that it is required to seek recovery upon a default in the payment of
principal or interest on its portfolio holdings.

Short Sales. Possible losses from short sales differ from losses that
could be incurred from a purchase of a security, because losses from
short sales may be unlimited, whereas losses from
purchases can equal only the total amount invested.

Repurchase Agreements. Repurchase agreements, as utilized by an underlying
fund or a portfolio of the Concert Series, could involve certain risks in
the event of default or insolvency of the other party, including possible
delays or restrictions upon the ability of an underlying fund or a portfolio to
dispose of the underlying securities, the risk of a possible decline in
the value of the underlying securities during the period in which an
underlying fund or a portfolio seeks to assert its rights to
them, the risk of incurring expenses associated with asserting those rights
and the risk of losing all or part of the income from the agreement.

Reverse Repurchase Agreements. Certain of the underlying funds may engage in
reverse repurchase agreement transactions with banks, brokers and other
financial institutions. Reverse repurchase agreements involve the risk
that the market value of the securities sold by the underlying fund may
decline below the repurchase price of the securities.

Lending of Portfolio Securities. The risks in lending portfolio securities,
like those associated with other extensions of secured credit, consist of
possible delays in receiving additional collateral or in the recovery of
the securities or possible loss of rights in the collateral should the borrower
fail financially. Loans will be made to firms deemed by the adviser to the
underlying fund to be of good standing and will not be made unless, in the
judgment of the adviser, the consideration to be
earned from such loans would justify the risk.

When-Issued Securities and Delayed-Delivery Transactions. The purchase of
securities on a when-issued or delayed-delivery basis involves the risk
that, as a result of an increase in yields available in the marketplace,
the value of the securities purchased will decline prior to the settlement
date. The sale of securities for delayed delivery involves the risk that the
prices available in the market on the delivery date may be greater than
those obtained in the sale transaction.

Leverage. Certain of the underlying funds may borrow from banks, on a
secured or unsecured basis, in order to leverage their portfolios.
Leverage creates an opportunity for increased returns to
shareholders of an underlying fund but, at the same time, creates special
risk considerations. For example, leverage may exaggerate changes in the
net asset value of a fund's shares and in a fund's yield. Although the
principal or stated value of such borrowings will be fixed, the fund's
assets may change in value during the time the borrowing is outstanding.
Leverage will create interest or dividend expenses for the fund that can
exceed the income from the assets retained. To the extent the income or
other gain derived from securities purchased with borrowed funds exceeds the
interest or dividends the fund will have to pay in respect thereof, the
fund's net income or other gain will be greater than if leverage had not
been used. Conversely, if the income or other gain from the
incremental assets is not sufficient to cover the cost of leverage, the
net income or other gain of the fund will be less than if leverage had
not been used. If the amount of income for the incremental
securities is insufficient to cover the cost of borrowing, securities might
have to be liquidated to obtain required funds. Depending on market or
other conditions, such liquidations could be disadvantageous to the
underlying fund.

Indexed Securities. Certain of the underlying funds may invest in
indexed securities, including inverse floaters, whose value is linked to
currencies, interest rates, commodities, indices, or other
financial indicators. Indexed securities may be positively or
negatively indexed (i.e., their value
may increase or decrease if the underlying instrument appreciates),
and may have return characteristics similar to direct investments in the
underlying instrument or to one or more options
on the underlying instrument. Indexed securities may be more volatile
than the underlying instrument itself.

Forward Roll Transactions. Forward roll transactions involve the risk
that the market value of the securities sold by an underlying fund may
decline below the repurchase price of the securities.
Forward roll transactions are considered borrowings by a fund. Although
investing the proceeds of
these borrowings in repurchase agreements or money market instruments may
provide an underlying fund with the opportunity for higher income, this
leveraging practice will increase a fund's exposure to
capital risk and higher current expenses. Any income earned from the
securities purchased with the proceeds of these borrowings that exceeds
the cost of the borrowings would cause a fund's net asset
value per share to increase faster than would otherwise be the case; any
decline in the value of the securities purchased would cause a fund's
net asset value per share to decrease faster than would
otherwise be the case.

Swap Agreements. As one way of managing their exposure to different
types of investments, certain of the underlying funds may enter into
interest rate swaps, currency swaps, and other types of swap
agreements such as caps, collars, and floors. Swap agreements can be highly
volatile and may have a considerable impact on a fund's performance.
Swap agreements are subject to risks related to the counterparty's ability
to perform, and may decline in value if the counterparty's creditworthiness
deteriorates. A fund may also suffer losses if it is unable to terminate
outstanding swap agreements or reduce its exposure through offsetting
transactions.

Floating and Variable Rate Income Securities. Floating and variable rate
income securities include securities whose rates vary inversely with
changes in market rates of interest. Such securities may
also pay a rate of interest determined by applying a multiple to the variable
rate. The extent of increases and decreases in the value of securities
whose rates vary inversely with changes in market
rates of interest generally will be larger than comparable changes
in the value of an equal principal amount of a fixed rate security having
similar credit quality, redemption provisions and maturity.

Zero Coupon, Discount and Payment-in-Kind Securities. Zero coupon securities
generally pay no cash interest (or dividends in the case of preferred stock)
to their holders prior to maturity. Payment-in-kind securities allow the
lender, at its option, to make current interest payments on such securities
either in cash or in additional securities. Accordingly, such securities
usually are issued and traded
at a deep discount from their face or par value and generally are subject to
greater fluctuations of market value in response to changing interest rates
than securities of comparable maturities and credit quality that pay cash
interest (or dividends in the case of preferred stock) on a current
basis.

Premium Securities. Premium securities are income securities bearing coupon
rates higher than prevailing market rates. Premium securities are
typically purchased at prices greater than the
principal amounts payable on maturity. If securities purchased by an
underlying fund at a premium are called or sold prior to maturity, the
fund will recognize a capital loss to the extent the call or
sale price is less than the purchase price. Additionally, the fund will
recognize a capital loss if it holds such securities to maturity.

Yankee Bonds. Yankee bonds are U.S. dollar-denominated bonds sold in the
U.S. by non-U.S. issuers. As compared with bonds issued in the U.S.,
such bond issues normally carry a higher interest rate but are
less actively traded.

INVESTMENT RESTRICTIONS

The Concert Series has adopted the following fundamental investment
restrictions for the protection of shareholders. Under the 1940 Act, a
fundamental policy of a portfolio may not be changed without the
vote of a majority, as defined in the 1940 Act, of the outstanding voting
securities of the portfolio. Such majority is defined as the lesser of
(a) 67% or more of the shares present at the meeting, if the
holders of more than 50% of the outstanding shares of the portfolio are
present or represented by
proxy, or (b) more than 50% of the outstanding shares. The percentage
limitations contained in the restrictions listed below (other than with
respect to (1) below) apply at the time of purchases of securities.

The investment policies adopted by the Concert Series prohibit a portfolio from:

1. Borrowing money except that (a) the portfolio 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 portfolio 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 portfolio 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) valued at the time the
borrowing is made, is derived from such transactions.

2. Making loans. This restriction does not apply to: (a) the purchase of
debt obligations in which the portfolio 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.

3. Engaging in the business of underwriting securities issued by other
persons, except to the extent that the portfolio may technically be deemed
to be an underwriter under the Securities Act of 1933, as amended,
in disposing of portfolio securities.

4. Purchasing or selling real estate, real estate mortgages,
commodities or commodity contracts, but this restriction shall not prevent
the portfolio from (a) investing in securities of issuers engaged in the
real estate business or 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 portfolio's investment objective and policies); or
(d) investing in real estate investment trust securities.

5. Issuing "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.

The portfolios have also adopted certain nonfundamental investment
restrictions that may be changed by
the portfolios' Board of Directors at any time.
Accordingly the portfolios are prohibited from:

1. Purchasing securities on margin.

2. Making short sales of securities or maintaining a short position.

3. Pledging, hypothecating, mortgaging or otherwise encumbering more
than 33-1/3% of the value of a portfolio's total assets.

4. Investing in oil, gas or other mineral exploration or development programs.

5. Writing or selling puts, calls, straddles, spreads or combinations thereof.

6. Purchasing restricted securities, illiquid securities
(such as repurchase agreements with maturities in excess of seven days)
or other securities that are not readily marketable.

7. Purchasing any security if as a result the portfolio would then have
more than 5% of its total assets invested in securities of companies
(including predecessors) that have been in continuous operation for
fewer than three years (except for underlying funds).

8. Making investments for the purpose of exercising control or management.

9. Purchasing or retaining securities of any company if, to the knowledge
of the Concert Series, any officer or director of the Concert Series or
SSBC individually owns more than 1/2 of 1% of the outstanding securities
of such company and together they own beneficially
more than 5% of such securities.

Notwithstanding the foregoing investment restrictions, the underlying funds
in which the portfolios invest have adopted certain investment restrictions
which may be more or less restrictive than those listed above, thereby
permitting a portfolio to engage in investment strategies indirectly that
are prohibited under the investment restrictions listed above.
The investment restrictions of an underlying fund are located in its SAI.

Under Section l2d(l)(G) of the 1940 Act, each portfolio may invest
substantially all of its assets in the underlying funds.

Because of their investment objectives and policies, the portfolios
will each concentrate more than
25% of their assets in the mutual fund industry. In accordance with the
portfolios' investment programs set forth in the prospectus, each of the
portfolios may invest more than 25% of its assets in
certain underlying funds. However, each of the underlying funds in which
each portfolio will invest (other than the Smith Barney Money Funds -
Cash Portfolio) will not concentrate more than 25% of its total assets in
any one industry. The Smith Barney Money Funds - Cash Portfolio will
invest at least 25% of its assets in obligations issued by banks.

PORTFOLIO TURNOVER

Under certain market conditions, a portfolio may experience high portfolio
turnover as a result of its investment strategies. A portfolio may
purchase or sell securities to: (a) accommodate purchases and
sales of its shares, (b) change the percentages of its assets
invested in each of the underlying funds in response to market conditions,
and (c) maintain or modify the allocation of its assets between
equity and fixed income funds and among the underlying funds within the
percentage limits described in the Prospectus.

The turnover rates of the underlying funds have ranged from 1% to 367%
during their most recent fiscal years. There can be no assurance that the
turnover rates of these funds will remain within this range
during subsequent fiscal years. Higher turnover rates may result
in higher expenses being incurred by the underlying funds.

PURCHASE OF SHARES

Sales Charge Alternatives

The following classes of shares are available for purchase. See the
prospectus for a discussion of
factors to consider in selecting which class of shares to purchase.

Class A Shares. Class A shares are sold to investors at the public offering
price, which is the net asset value plus an initial sales charge as follows:

Conservative
Portfolio and
Income
Portfolio

High Growth Portfolio, Global
Portfolio, Growth Portfolio
and Balanced Portfolio

Amount of
Investment

Sales Charge as
% of Offering
Price

Sales Charge as
%
of Amount
Invested

Sales Charge
as a %
of Offering
Price

Sales Charge as
a %
of Amount
Invested

Less than
$25,000
4.50%
4.71%
5.00%
5.26%

$ 25,000 -
49,999
4.00
4.17
4.00
4.17

50,000 -
99,999
3.50
3.63
3.50
3.63

100,000 -
249,999
2.50
2.56
3.00
3.09

250,000 -
499,999
1.50
1.52
2.00
2.04

500,000 and
over
- -0-
- -0-
*
*

* Purchases of Class A shares of $500,000 or more will be made at net asset
value without any initial sales charge, but will be subject to a deferred
sales charge of 1.00% on redemptions made within 12 months of purchase.
The deferred sales charge on Class A shares is payable to Salomon Smith
Barney, which compensates Salomon Smith Barney Financial Consultants and other
dealers whose clients make purchases of $500,000 or more. The deferred sales
charge is waived in the same circumstances in which the deferred sales
charge applicable to Class B and Class L
shares is waived. See "Deferred Sales Charge Alternatives" and
"Waivers of Deferred Sales Charge."

Members of the selling group may receive up to 90% of the sales charge and
may be deemed to be underwriters of the portfolio as defined in the 1933 Act.
The reduced sales charges shown above apply to the aggregate of purchases
of Class A shares of the portfolio made at one time by "any person,"
which includes an individual and his or her immediate family, or a trustee
or other fiduciary of a single trust estate or single fiduciary account.

Class B Shares. Class B shares are sold without an initial sales charge
but are subject to a deferred sales charge payable upon certain
redemptions. See "Deferred Sales Charge Provisions" below.

Class L Shares. Class L shares are sold with an initial sales charge of
1.00% (which is equal to 1.01% of the amount invested) and are subject to
a deferred sales charge payable upon certain
redemptions. See "Deferred Sales Charge Provisions" below.
Until June 22, 2001 purchases of Class L
shares by investors who were holders of Class C shares of the portfolio on
June 12, 1998 will not be subject to the 1% initial sales charge.

Class Y Shares. Class Y shares are sold without an initial sales charge
or deferred sales charge and are available only to investors investing a
minimum of $15,000,000.

General

Investors may purchase shares from a Salomon Smith Barney
Financial Consultant or a broker that clears through Salomon Smith Barney
("Dealer Representative"). In addition, certain investors, including
qualified retirement plans purchasing through certain Dealer Representatives,
may purchase shares directly from the portfolio.
When purchasing shares of the portfolio, investors must specify whether
the purchase is for Class A, Class B, Class L or Class Y shares. Salomon
Smith Barney and Dealer Representatives 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
First Data Investor Services Group, Inc. ("First Data" or "transfer agent")
are not subject to a maintenance fee.

Investors in Class A, Class B and Class L shares may open an account in the
portfolio 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 portfolio. Investors in Class Y shares may open
an account by making an initial investment of $15,000,000. 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(c) of
the Code, the minimum initial investment required for Class A, Class B and
Class L shares and the subsequent investment requirement for all Classes in
the portfolio is $25. For shareholders purchasing shares of the portfolio
through the Systematic Investment Plan on a monthly basis, the minimum initial
investment requirement for Class A, Class B and Class L shares and subsequent
investment requirement for all Classes is $25. For shareholders purchasing
shares of the portfolio through the Systematic Investment Plan on a
quarterly basis, the minimum initial investment required for Class A,
Class B and Class L shares and the subsequent investment requirement for
all Classes is $50. There are no minimum investment requirements for Class A
shares for employees of Citigroup Inc. ("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/Trustees of any of the Smith Barney Mutual Portfolios,
and their spouses and children. The portfolio 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 First Data. Share certificates are issued only
upon a shareholder's written request to First Data.

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

Systematic Investment Plan. 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 First Data is authorized through
preauthorized transfers of at least $25 on a monthly basis or at least $50
on a quarterly basis to charge the shareholder's account held 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 portfolio account. A shareholder who has insufficient
portfolios to complete the transfer will be charged a fee of up to
$25 by Salomon Smith Barney or First Data. 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 Smith Barney money market portfolio to make
additions to the account.
Additional information is available from the portfolio or a Salomon Smith
Barney Financial Consultant or a Dealer Representative.

Sales Charge Waivers and Reductions

Initial Sales Charge Waivers. Purchases of Class A shares may be made at
net asset value without a sales charge in the following circumstances:
(a) sales to (i) Board Members and employees of Citigroup
and its subsidiaries and any Citigroup affiliated portfolios including the
Smith Barney Mutual Portfolios (including retired Board Members and
employees); the immediate families of such persons (including the surviving
spouse of a deceased Board Member or employee); and to a pension, profit-
sharing or other benefit plan for such persons and (ii) employees of members
of the National Association of Securities Dealers, Inc., provided such sales
are made upon the assurance of the purchaser that the purchase is made for
investment purposes and that the securities will not be resold except
through redemption or repurchase; (b) offers of Class A shares to any other
investment company to effect the combination of such company with the
portfolio by merger, acquisition of assets or otherwise; (c) purchases of
Class A shares by any client of a newly employed Salomon Smith Barney
Financial Consultant (for a period up to 90 days from the commencement
of the Financial Consultant's employment with Salomon Smith Barney), on the
condition the purchase of Class A shares is made with
the proceeds of the redemption of shares of a mutual portfolio which (i) was
sponsored by the Financial Consultant's prior employer, (ii) was sold to
the client by the Financial Consultant and
(iii) was subject to a sales charge; (d) purchases by shareholders who have
redeemed Class A shares in the portfolio (or Class A shares of another
Smith Barney Mutual Portfolio that is offered with a sales
charge) and who wish to reinvest their redemption proceeds in the portfolio,
provided the reinvestment is made within 60 calendar days of the redemption;
(e) purchases by accounts managed by registered investment advisory
subsidiaries of Citigroup; (f) direct rollovers by plan participants of
distributions from a 401(k) plan offered to employees of Citigroup or its
subsidiaries or a 401(k) plan enrolled in the Smith Barney 401(k) Program
(Note: subsequent investments will be subject to the applicable sales charge)
; (g) purchases by a separate account used to portfolio certain unregistered
variable annuity contracts; (h) investments of distributions from a UIT
sponsored by Salomon Smith Barney; (i) purchases by investors participating
in a Salomon Smith Barney fee-based arrangement; and
(j) purchases by Section 403(b) or Section 401(a) or (k) accounts associated w
ith Copeland Retirement Programs. In order to obtain such discounts,
the purchaser must provide sufficient information at the
time of purchase to permit verification that the purchase would qualify for
the elimination of the sales charge.

Right of Accumulation. Class A shares of the portfolio may be purchased
by ''any person'' (as defined above) at a reduced sales charge or at net
asset value determined by aggregating the dollar amount of the new purchase
and the total net asset value of all Class A shares of the portfolio and of
most other Smith Barney Mutual Portfolios that are offered with a sales
charge then held by such person and
applying the sales charge applicable to such aggregate. In order to obtain
such discount, the purchaser must provide sufficient information at the
time of purchase to permit verification that the
purchase qualifies for the reduced sales charge. The right of accumulation
is subject to modification or discontinuance at any time with respect
to all shares purchased thereafter.

Letter of Intent - Class A Shares. A Letter of Intent for an amount of
$50,000 or more provides an opportunity for an investor to obtain a
reduced sales charge by aggregating investments over a 13
month period, provided that the investor refers to such Letter when placing
orders. For purposes of a Letter of Intent, the ''Amount of Investment''
as referred to in the preceding sales charge table
includes (i) all Class A shares of the portfolio and other Smith Barney
Mutual Portfolios offered with a sales charge acquired during the term of
the letter plus (ii) the value of all Class A shares
previously purchased and still owned. Each investment made during the period
receives the reduced sales charge applicable to the total amount of the
investment goal. If the goal is not achieved
within the period, the investor must pay the difference between the sales
charges applicable to the purchases made and the charges previously paid,
or an appropriate number of escrowed shares will be
redeemed. The term of the Letter will commence upon the date the Letter is
signed, or at the options of the investor, up to 90 days before such date.
Please contact a Salomon Smith Barney Financial
Consultant or First Data to obtain a Letter of Intent application.

Letter of Intent - Class Y Shares. A Letter of Intent may also be used
as a way for investors to meet the minimum investment requirement for Class
Y shares. For each of the portfolios, investors must make
an initial minimum purchase of $5,000,000 in Class Y shares of the portfolio
and agree to purchase a total of $15,000,000 of Class Y shares of the
portfolio within 13 months from the date of the Letter.
If a total investment of $15,000,000 is not made within the 13-month
period, all Class Y shares
purchased to date will be transferred to Class A shares, where they will be
subject to all fees (including a service fee of 0.25%) and expenses
applicable to the portfolio's Class A shares, which may include a deferred
sales charge of 1.00%. Please contact a Salomon Smith Barney Financial
Consultant or First Data for further information.

Deferred Sales Charge Provisions

''Deferred Sales Charge Shares'' are: (a) Class B shares;
(b) Class L shares; and (c) Class A shares
that were purchased without an initial sales charge but are subject
to a deferred sales charge. A deferred sales charge may be imposed on
certain redemptions of these shares.

Any applicable deferred sales charge will be assessed on an amount equal
to the lesser of the original cost of the shares being redeemed or their
net asset value at the time of redemption. Deferred Sales
Charge Shares that are redeemed will not be subject to a deferred sales
charge to the extent that the value of such shares represents:
(a) capital appreciation of portfolio assets; (b) reinvestment of
dividends or capital gain distributions; (c) with respect to Class B shares,
shares redeemed more than five years after their purchase; or (d)
with respect to Class L shares and Class A shares that are
Deferred Sales Charge Shares, shares redeemed more than 12 months
after their purchase.

Class L shares and Class A shares that are Deferred Sales Charge Shares
are subject to a 1.00% deferred sales charge if redeemed within 12 months
of purchase. In circumstances in which the deferred sales charge is imposed
on Class B shares, the amount of the charge will depend on the number of years
since the shareholder made the purchase payment from which the amount is
being redeemed. Solely for purposes of determining the number of years
since a purchase payment, all purchase payments made 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 following table sets forth the
rates of the charge for redemptions of Class B shares by shareholders,
except in the case of Class B shares held under the
Smith Barney 401(k) Program, as described below. See
''Purchase of Shares-Smith Barney 401(k) and ExecChoiceTM Programs.''

Deferred Sales Charge

Year Payment Was Made
Since Purchase

Conservative Portfolio
and Income Portfolio

High Growth
Portfolio, Global
Portfolio, Growth
Portfolio and
Balanced Portfolio

First
4.50%
5.00%
Second
4.00
4.00
Third
3.00
3.00
Fourth
2.00
2.00
Fifth
1.00
1.00
Sixth and thereafter
0.00
0.00

Class B shares will convert automatically to Class A shares eight years
after the date on which they were purchased and thereafter will no longer
be subject to any distribution fees. There will also be
converted at that time such proportion of Class B Dividend Shares
(Class B shares that were acquired
through the reinvestment of dividends and distributions) 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 outstanding 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 Portfolios, and portfolio shares being redeemed
will be considered to represent,
as applicable, capital appreciation or dividend and capital gain
distribution reinvestments in such other portfolios. For Federal income
tax purposes, the amount of the deferred sales charge will reduce
the gain or increase the loss, as the case may be, on the redemption.
The amount of any deferred sales charge will be paid to Salomon Smith Barney.

To provide an example, assume an investor purchased 100 Class B shares
at $10 per share for a cost of $1,000. Subsequently, the investor
acquired 5 additional shares through dividend reinvestment.
During the fifteenth month after the purchase, the investor decided to
redeem $500 of his or her investment. Assuming at the time of the
redemption the net asset value had appreciated to $12 per
share, the value of the investor's shares would be $1,260
(105 shares at $12 per share). The deferred
sales charge would not be applied to the amount which represents appreciation
($200) and the value of the reinvested dividend shares ($60).
Therefore, $240 of the $500 redemption proceeds ($500 minus
$260) would be charged at a rate of 4.00% (the applicable rate
for Class B shares) for a total deferred sales charge of $9.60.

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) redemptions of shares
made in connection with qualified distributions from retirement
plans or IRAs upon the attainment of age 591/2; (e) involuntary redemptions;
and (f) redemptions of shares to effect a combination of the portfolio with
any investment company by merger, acquisition of assets or otherwise. In
addition, a shareholder who has redeemed shares from other Smith Barney Mutual
Portfolios 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 First Data in the case of all other shareholders)
of the shareholder's status or holdings, as the case may be.

Smith Barney 401(k) and ExecChoiceTM Programs

Investors may be eligible to participate in the Smith Barney 401(k) Program
or the Smith Barney ExecChoiceTM Program. To the extent applicable,
the same terms and conditions, which are outlined
below, are offered to all plans participating (''Participating Plans'')
in these programs.

The portfolio offers to Participating Plans Class A and Class L shares as
investment alternatives under the Smith Barney 401(k) and ExecChoiceTM
Programs. Class A and Class L shares acquired through
the Participating Plans are subject to the same service and/or distribution
fees as the Class A and Class L shares acquired by other investors;
however, they are not subject to any initial sales charge
or deferred sales charge. Once a Participating Plan has made an initial
investment in the portfolio, all of its subsequent investments in the
portfolio must be in the same Class of shares, except as
otherwise described below.

Class A Shares. Class A shares of the portfolio are offered without any
sales charge or deferred sales charge to any Participating Plan that
purchases $1,000,000 or more of Class A shares of one or
more portfolios of the Smith Barney Mutual Portfolios.

Class L Shares. Class L shares of the portfolio are offered without any
sales charge or deferred sales charge to any Participating Plan that
purchases less than $1,000,000 of Class L shares of one or
more portfolios of the Smith Barney Mutual Portfolios.

401(k) and ExecChoiceTM Plans Opened On or After June 21, 1996.
If, at the end of the fifth year after
the date the Participating Plan enrolled in the Smith Barney 401(k) Program
or the Smith Barney ExecChoiceTM Program, a Participating Plan's total
Class L and Class O holdings in all non-money market Smith Barney Mutual
Portfolios equal at least $1,000,000, the Participating Plan will be
offered the opportunity to exchange all of its Class L shares for
Class A shares of the portfolio. For
Participating Plans that were originally established through a Salomon
Smith Barney retail brokerage account, the five-year period will be
calculated from the date the retail brokerage account was
opened. Such Participating Plans will be notified of the pending exchange in
writing within 30 days after the fifth anniversary of the enrollment date
and, unless the exchange offer has been rejected in
writing, the exchange will occur on or about the 90th day
after the fifth anniversary date. If the Participating Plan does not
qualify for the five-year exchange to Class A shares, a review of the
Participating Plan's holdings will be performed each quarter until either
the Participating Plan qualifies or the end of the eighth year.

401(k) Plans Opened Prior to June 21, 1996. In any year after the
date a Participating Plan enrolled in the Smith Barney 401(k) Program,
if a Participating Plan's total Class L holdings in all non-money
market Smith Barney Mutual Portfolios equal at least $500,000 as of
the calendar year-end, the Participating Plan will be offered the
opportunity to exchange all of its Class L and Class O shares
for Class A shares of the portfolio. Such Plans will be notified in writing
within 30 days after the last business day of the calendar year and,
unless the exchange offer has been rejected in writing,
the exchange will occur on or about the last business day of the
following March.

Any Participating Plan in the Smith Barney 401(k) or the Smith Barney
ExecChoiceTM Programs, whether opened before or after June 21, 1996, that
has not previously qualified for an exchange into Class A
shares will be offered the opportunity to exchange all of
its Class L shares for Class A shares of the portfolio, regardless of
asset size, at the end of the eighth year after the date the Participating
Plan enrolled in the Smith Barney 401(k) Program. Such Plans will be notified
of the pending exchange in writing approximately 60 days before the eighth
anniversary of the enrollment date and, unless the
exchange has been rejected in writing, the exchange will occur on or
about the eighth anniversary date. Once an exchange has occurred, a
Participating Plan will not be eligible to acquire additional
Class L shares of the portfolio, but instead may acquire Class A shares
of the portfolio. Any Class L shares not converted will continue to be
subject to the distribution fee.

Participating Plans wishing to acquire shares of the portfolio through the
Smith Barney 401(k) Program or the Smith Barney ExecChoiceTM Program must
purchase such shares directly from the transfer agent.
For further information regarding these Programs, investors should
contact a Salomon Smith Barney
Financial Consultant.

Volume Discounts. The schedule of sales charges on Class A shares
described in the Prospectus applies
to purchases made by any "purchaser," which is defined to include the
following: (a) an individual;
(b) an individual's spouse and his or her children purchasing
shares for his or her own account; (c) a
pension, profit-sharing or other employee benefit plan qualified
under Section 401(a) of the Code, and
qualified employee benefit plans of employers who are "affiliated persons"
of each other within the meaning of the 1940 Act; (d) tax-exempt
organizations enumerated in Section 501(c)(3) or (13) of the
Code; and (e) a trustee or other professional fiduciary (including a bank, or
an investment adviser registered with the SEC under the
Investment Advisers Act of 1940, as amended) purchasing shares of a
portfolio for one or more trust estates or fiduciary accounts. Purchasers
who wish to combine purchase orders to take advantage of volume discounts
on Class A shares should contact a Salomon Smith Barney Financial Consultant.]

IRA AND OTHER PROTOTYPE 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").
Under these new provisions, 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 now contribute a total of $4,000 annually to their IRAs.

The Taxpayer Relief Act of 1997 has changed the requirements for
determining whether or not you are
eligible to make a deductible IRA contribution. Under the new rules
effective January 1, 1998, 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"). For married couples filing jointly for 1998,
a full deduction is permitted if your combined AGI is
$50,000 or less ($30,000 for unmarried individuals); a partial deduction
will be allowed when AGI is between $50,000-$60,000 ($30,000-$40,000 for an
unmarried individual); and no deduction will be
allowed when AGI is above $60,000 ($40,000 for an unmarried individual).
However, if you are married and your spouse is covered by a
employer-sponsored retirement plan, but you are not, you will be
eligible for a full deduction if your combined AGI is $150,000 or less.
A partial deduction is permitted if your combined AGI is between
$150,000-$160,000 and no deduction is permitted after $160,000.

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. Compensation is capped at $160,000
for 1998.

Paired Defined Contribution Prototype. Corporations (including
Subchapter S corporations) and noncorporate 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).

REDEMPTION OF SHARES

The Concert Series is required to redeem the shares of each portfolio
tendered to it, as described below, at a redemption price equal to their
net asset value per share next determined after receipt of
a written request in proper form at no charge other than any applicable CDSC.
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 requests 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 Concert Series' 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
Salomon Smith Barney Financial Consultant. Shares other than those
held by Salomon Smith Barney as custodian may be redeemed through an
investor's Financial Consultant, Introducing Broker or dealer in
the selling group or by submitting a written request for redemption to:

Smith Barney Concert Allocation Series Inc./[Name of Portfolio]
Class A, B, L or Y (please specify)
c/o First Data Investor Services Group, Inc.
P.O. Box 5128
Westborough, Massachusetts 01581-5128

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 to First Data together with the
redemption request. Any signature required in connection
with a redemption request in excess of $10,000 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 $10,000 or less do not require a
signature guarantee. First Data 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 First Data receives all
required documents in proper form. Redemption proceeds will be mailed to the
shareholder's address of record.

The right of redemption may be suspended or the date of payment postponed
(a) for any period during
which the NYSE is closed (other than for customary weekend or holiday closings),
(b) when trading in markets a portfolio normally utilizes is restricted, or
an emergency, as determined by the SEC, exists so that disposal of a
portfolio's investments or determination of net asset value is not reasonably
practicable or (c) for such other periods as the SEC by order may permit
for protection of a portfolio's shareholders.

Telephone Redemption and Exchange Program. Shareholders who do not have a
Salomon Smith Barney brokerage account may be eligible to redeem
and exchange portfolio shares by telephone. To determine
if a shareholder is entitled to participate in this program, he or she
should contact First Data at (800) 451-2010. Once eligibility is confirmed,
the shareholder must complete and return a
Telephone/Wire Authorization Form, including a signature guarantee,
that will be provided by First Data upon request. (Alternatively, an
investor may authorize telephone redemptions on the new account
application with a signature guarantee when making his/her initial
investment in the Concert Series.)

Redemptions. Redemption requests of up to $10,000 of any class or classes
of a portfolio's shares may be made by eligible shareholders by calling
First Data at (800) 451-2010. Such requests may be made
between 9:00 a.m. and 5:00 p.m. (New York City time) on any day the NYSE is
open. Redemptions 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 be a
correspondent of a member bank. The Concert Series reserves the right
to charge shareholders a nominal fee for each wire redemption. Such charges,
if any, will be assessed against the shareholder's Portfolio 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 of the shares of the fund being acquired is
identical to the registration of the shares of the fund
exchanged. Such exchange requests may be made by calling First Data at
(800) 451-2010 between 9:00 a.m. and 5:00 p.m. (New York City time)
on any day on which the NYSE is open.

Additional Information Regarding Telephone Redemption and Exchange Program.
Neither the Concert Series nor its agents will be liable for following
instructions communicated by telephone that are reasonably
believed to be genuine. The Concert Series 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 Concert Series reserves the
right to suspend, modify or discontinue the telephone redemption and
exchange program or to impose a charge for this service at any time
following at least seven (7) days prior notice to shareholders.

Automatic Cash Withdrawal Plan. An automatic cash withdrawal plan
(the "Withdrawal Plan") is available to shareholders who own shares with a
value of at least $ 10,000 and who wish to receive
specific amounts of cash of at least $50 monthly or quarterly.
Retirement plan accounts are eligible
for automatic cash withdrawal plans only where the shareholder is eligible
to receive qualified distributions and has an account value of at
least $5,000. The withdrawal plan will be carried over
on exchanges between funds or classes of a portfolio.
Withdrawals may be made under the Withdrawal Plan by redeeming as many
shares of a portfolio as may be necessary to cover the stipulated withdrawal
payment. Any applicable CDSC will not be waived on amounts withdrawn by
shareholders that exceed 1.00% per month of the value of a shareholders
shares at the time the Withdrawal Plan commences. To the extent withdrawals
exceed dividends, distributions and appreciation of a shareholders investment
in a portfolio, there will be a reduction in the value of the shareholder's
account and continued withdrawal payments will reduce the shareholders
investment and ultimately may exhaust it. Withdrawal payments should not
be considered as income from investment in a portfolio. Furthermore, as it
generally would not be advantageous to a shareholder to make additional
investments in a portfolio 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 in certificate form must deposit their share
certificates with First Data 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 portfolio.
Withdrawal Plans should be set up with a Salomon Smith
Barney Financial Consultant. Shareholders who purchase shares directly
through First Data may continue to do so and applications for
participation in the Withdrawals Plan must be received by First
Data 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 Salomon Smith Barney
Financial Consultant.

EXCHANGE PRIVILEGE

Shares of each class of a portfolio may be exchanged for shares of
the same class of certain Smith Barney funds, to the extent shares are
offered for sale in the shareholder's state of residence.
Exchanges of Class A, Class B and Class L 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 B Exchanges. If a Class B shareholder wishes to exchange all or a
portion of his or her shares in any of the funds imposing a higher
deferred sales charge than that imposed by a portfolio, the
exchanged Class B shares will be subject to the higher applicable deferred
sales charge. Upon an exchange, the new Class B shares will be deemed to
have been purchased on the same date as the Class B
shares of the portfolio that have been exchanged.

Class L Exchanges. Upon an exchange, the new Class L shares will be
deemed to have been purchased on the same date as the Class L shares of
the portfolio that have been exchanged.

Class A and Class Y Exchanges. Class A and Class Y shareholders of the
portfolio who wish to exchange all or a portion of their shares for shares
of the respective Class in any of the available Smith
Barney Mutual Funds may do so without imposition of any charge.

Additional Information Regarding the Exchange Privilege. Although the
exchange privilege is an important benefit, excessive exchange transactions
can be detrimental to the portfolio's performance
and its shareholders. The manager may determine that a pattern of frequent
exchanges is excessive and contrary to the best interests of a portfolio's
other shareholders. In this event, the portfolio may, at its discretion,
decide to limit additional purchases and/or exchanges by the shareholder.
Upon such a determination, the portfolio 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 portfolio or
(b) remain invested in the portfolio or exchange into any of the available
funds of the Smith Barney Mutual Funds ordinarily
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.
See ''Redemption of Shares-Telephone
Redemptions and Exchange Program.'' Exchanges will be processed at the
net asset value next determined. Redemption procedures discussed below
are also applicable for exchanging shares, and exchanges will be made upon
receipt of all supporting documents in proper form. If the account
registration of the shares of the portfolio being acquired is identical
to the registration of the shares of the portfolio exchanged, no
signature guarantee is required. An exchange involves a taxable
redemption of shares, subject to the tax treatment described in
"Additional Tax Information" above, followed by a purchase of shares of a
different portfolio. Before exchanging shares, investors should read the
current prospectus describing the shares to be acquired.
The portfolio reserves the right to modify or discontinue exchange
privileges upon 60 days' prior notice to shareholders.

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 residing 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 a
Salomon Smith Barney Financial Consultant or a PFS Investments
Representative.

Upon receipt of proper instructions and all necessary supporting documents,
shares submitted for exchange are redeemed at the then-current net asset
value and the proceeds are immediately invested at a price as described
above in shares of the portfolio being acquired. Salomon Smith Barney and PFS
reserve the right to reject any exchange request.
The exchange privilege may be modified or
terminated at any time after written notice to shareholders.

TAXES

General. The following is a summary of certain federal income tax
considerations that may affect the Concert Series and its shareholders.
The discussion relates only to Federal income tax law as applicable to U.S.
citizens. Distributions by the portfolio also may be subject to state,
local and foreign taxes, and their treatment under state, local and
foreign income tax laws may differ from the Federal income tax treatment.
The summary is not intended as a substitute for individual tax advice,
and investors are urged to consult their tax advisors as to the tax
consequences of an investment in
any portfolio of the Concert Series.

Tax Status of the Portfolios

Each portfolio will be treated as a separate taxable entity for Federal
income tax purposes.

Each portfolio intends to qualify separately each year as a "regulated
investment company" under the Code. A qualified portfolio will not be
liable for Federal income taxes to the extent that its
taxable net investment income and net realized capital gains are distributed
to its shareholders, provided that each portfolio distributes at least 90%
of the sum of its net investment income and any
excess of its net short-term capital gain over its net long-term capital loss.

Each portfolio intends to accrue dividend income for Federal income tax
purposes in accordance with the rules applicable to regulated investment
companies. In some cases, these rules may have the
effect of accelerating (in comparison to other recipients of the dividend)
the time at which the dividend is taken into account by a portfolio
as taxable income.

Distributions of an underlying fund's investment company taxable income
are taxable as ordinary income to a portfolio which invests in the fund.
Distributions of the excess of an underlying fund's net long-term capital
gain over its net short-term capital loss, which are properly designated as
"capital gain dividends," are taxable as long-term capital gain to a
portfolio which invests in the fund,
regardless of how long the portfolio held the fund's shares, and are not
eligible for the corporate dividends-received deduction. Upon the sale or
other disposition by a portfolio of shares of any underlying fund, the
portfolio generally will realize a capital gain or loss which will be long-term
or short-term, generally depending upon the portfolio's holding period for
the shares.

Dividends and Distributions. The Income Portfolio declares and pays monthly
dividends from its net investment income. The Balanced Portfolio and
Conservative Portfolio declare and pay quarterly dividends from net
investment income. The Global Portfolio, Growth Portfolio and High Growth
Portfolio declare and pay annual dividends from net investment income.
Dividends from net realized capital gains, if any, in each of the separate
portfolios will be distributed annually. Each separate portfolio may also
pay additional dividends shortly before December 31 from certain amounts of
undistributed ordinary income and capital gains realized, in order to avoid a
Federal excise tax liability.

If a shareholder does not otherwise instruct, dividends and capital gain
distributions paid will automatically reinvest in additional shares of the
same class at net asset value, with no additional sales charge or CDSC.
A shareholder may change the option at any time by notifying his or
her Salomon Smith Barney Financial Consultant. Shareholders whose accounts
are held directly by First Data should notify First Data in writing,
requesting a change to this automatic reinvestment option.

Tax Treatment of Shareholders. Distributions of investment company taxable
income generally are taxable to shareholders as ordinary income. If an
underlying fund derives dividends from domestic
corporations, a portion of the income distributions of a portfolio which
invests in that Fund may be eligible for the 70% deduction for dividends
received by corporations. Shareholders will be informed
of the portion of dividends that qualify.

The dividends received deduction is reduced to the extent the shares of the
corporation paying the dividend, the underlying fund or the portfolio with
respect to which the dividends are received are
treated as debt-financed under federal income tax law and is eliminated if
either the shares of the corporation paying the dividend, the shares of
the underlying fund or the shares of the portfolio are
deemed to have been held by the underlying fund, the portfolio or the
shareholders, as the case may be, for less than a minimum period,
generally 46 days, during a prescribed period with respect to each dividend.

Distributions of net realized capital gain designated by a portfolio as
capital gain dividends are taxable to shareholders as long-term capital
gain, regardless of the length of time the shares of a
portfolio have been held by a shareholder. Distributions of capital gain,
whether long- or short-term, are not eligible for the dividends received
deduction.

Dividends (including capital gain dividends) declared by a portfolio in
October, November or December of any calendar year to shareholders of
record on a date in such a month will be deemed to have been
received by shareholders on December 31 of that calendar year, provided
that the dividend is actually paid by the portfolio during January of the
following calendar year.

All dividends are taxable to the shareholder whether reinvested in
additional shares or received in cash. Shareholders receiving
distributions in the form of additional shares will have a cost basis
for Federal income tax purposes in each share received equal to the amount of
cash they would have received had they elected to receive cash, divided by
the number of shares received. Shareholders
will be notified annually as to the Federal tax status of distributions.

Distributions by a portfolio reduce the net asset value of the portfolio's
shares. Should a distribution reduce the net asset value below a
shareholder's cost basis, such distribution
nevertheless generally would be taxable to the shareholder as ordinary
income or capital gain as described above, even though, from an
investment standpoint, it may constitute a partial return of
capital. In particular, investors should be careful to consider the tax
implications of buying shares
just prior to a distribution. The price of shares purchased at that time
includes the amount of the forthcoming distribution but the distribution
generally would be taxable to him or her.

Upon redemption, sale or exchange of his shares, a shareholder will generally
realize a taxable gain or loss depending upon his basis for his shares.
Such gain or loss will be treated as capital gain or loss if the shares are
capital assets in the shareholder's hands. Such gain or loss generally will be
long-term or short- term depending upon the shareholder's holding period for
the shares. However, a loss realized by a shareholder on the sale of
shares of a portfolio with respect to which capital gain
dividends have been paid will, to the extent of such capital gain dividends,
be treated as long-term capital loss if such shares are held by the
shareholder for six months or less. A gain realized on a redemption, sale
or exchange will not be affected by a reacquisition of shares, except as
described in the next paragraph. A loss realized on a redemption, sale or
exchange, however, will be disallowed to
the extent the shares disposed of are replaced (whether through reinvestment
of distributions or otherwise) within a period of 61 days beginning 30 days
before and ending 30 days after the
disposition of the shares. In such a case, the basis of the shares
acquired will be adjusted to reflect the disallowed loss.

If a shareholder (a) incurs a sales charge in acquiring shares of a
portfolio, (b) disposes of those shares within 90 days and (c)
acquires shares in a mutual fund for which the otherwise applicable
sales charge is reduced by reason of a reinvestment right (e.g., an exchange
privilege), the original sales charge increases the shareholder's tax basis
in the original shares only to the extent the otherwise applicable sales
charge for the second acquisition is not reduced. The portion of the
original sales charge that does not increase the shareholder's tax basis in
the original shares would be treated as incurred with respect to the
second acquisition and, as a general rule, would increase
the shareholder's tax basis in the newly acquired shares.
Furthermore, the same rule also applies to a disposition of the newly
acquired shares made within 90 days of the subsequent acquisition. This
provision prevents a shareholder from immediately deducting the sales
charge by shifting his or her investment in a family of mutual funds.

Backup Withholding. If a shareholder fails to furnish a correct taxpayer
identification number, fails
to fully report dividend or interest income, or fails to certify that
he or she has provided a correct taxpayer identification number and
that he or she is not subject to such withholding, then the
shareholder may be subject to a 31% "backup withholding tax" with respect to
(a) any dividends and distributions and (b) any proceeds of any redemption
of shares of a portfolio. An individual's taxpayer identification number is
his or her social security number. The backup withholding tax is
not an additional tax and may be credited against a shareholder's regular
federal income tax liability.

Taxation of the underlying funds. Each underlying fund intends to qualify
annually and elect to be treated as a regulated investment company under
Subchapter M of the Code. In any year in which an underlying fund qualifies
as a regulated investment company and timely distributes all of its taxable
income, the underlying fund generally will not pay any federal income or
excise tax.

If more than 50% in value of an underlying fund's assets at the close
of any taxable year consists of
stocks or securities of foreign corporations, that underlying fund may
elect to treat certain foreign taxes paid by it as paid by its shareholders.
The shareholders would then be required to include
their proportionate share of the electing fund's foreign income and
related foreign taxes in income even if the shareholder does not receive
the amount representing foreign taxes. Shareholders
itemizing deductions could then deduct the foreign taxes, or, whether or not
deductions are itemized but subject to certain limitations, claim a direct
dollar for dollar tax credit against their U.S. federal income tax liability
attributable to foreign income. In many cases, a foreign tax credit will
be more advantageous than a deduction for foreign taxes. Each of the
portfolios may invest in some underlying funds that expect to be eligible
to make the above-described election. While a portfolio will be able to
deduct the foreign taxes that it will be treated as receiving if the election
is made, the portfolio will not itself be able to elect to treat its
foreign taxes as paid by its shareholders.
Accordingly, the shareholders of the portfolio will not have an option of
claiming a foreign tax credit or deduction for foreign taxes paid by the
underlying funds, while persons who invest directly in such underlying
funds may have that option.

PERFORMANCE

From time to time, the Concert Series may quote a portfolio's yield or
total return in advertisements
or in reports and other communications to shareholders. The Concert Series
may include comparative performance information in advertising or
marketing the portfolio's shares. Such performance
information may include data from the following industry and financial
publications: Barron's, Business Week, CDA Investment Technologies Inc.,
Changing Times, Forbes, Fortune, Institutional Investor, Investors Daily,
Money, Morningstar Mutual Fund Values, The New York Times, USA Today and
The Wall Street Journal.

Yield

A portfolio's 30-day yield figure described below is calculated according to
a formula prescribed by the SEC.
The formula can be expressed as follows:
YIELD = 2[( [(a-b/(c*d))/l] + 1)6 - 1], 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 purchased by the portfolio 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.

Investors should recognize that in periods of declining interest rates a
portfolio's yield will tend to be somewhat higher than prevailing
market rates, and in periods of rising interest rates, the
portfolio's yield will tend to be somewhat lower. In addition, when interest
rates are falling, the inflow of net new money to the portfolio from the
continuous sale of its shares will likely be invested in portfolio
instruments producing lower yields than the balance of the portfolio's
investments, thereby reducing the current yield of the portfolio.
In periods of rising interest rates, the opposite can be expected to occur.

Average Annual Total Return

"Average annual total return" figures, as described below, are computed
according to a formula prescribed by the SEC. The formula can be expressed
as follows: P(l+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
the 1-, 5- or 10-year period (or fractional portion thereof),
assuming reinvestment of all dividends and
distributions. A class' total return figures calculated in accordance with the
above formula assume that the maximum applicable sales charge or maximum
applicable CDSC, as the case may be, has been deducted from the hypothetical $
1,000 initial investment at the time of purchase or redemption, as applicable.

Each portfolio's average annual total return with respect to its
Class A shares for the one-year period (if applicable) and for the life
of such portfolio's Class A shares through January 31, 1999 is as follows:

One Year Since Inception Inception Date

High Growth ______ ______ 2/5/96

Growth ______ ______ 2/5/96

Global __n/a__ ______ 3/9/98

Balanced ______ ______ 2/5/96

Conservative ______ ______ 2/5/96

Income ______ ______ 2/5/96

Each portfolio's average annual total return with respect to its
Class B shares for the one-year period (if applicable) and for the life of
such portfolio's Class B shares through January 31, 1999 is
as follows:

Portfolio One Year Since Inception Inception Date

High Growth ______ ______ 2/5/96

Growth ______ ______ 2/5/96

Global __n/a__ ______ 3/9/98

Balanced ______ ______ 2/5/96

Conservative ______ ______ 2/5/96

Income ______ ______ 2/5/96

Each portfolio's average annual total return with respect to its
Class L Shares for the one- year period (if applicable) and for the life
of such portfolio's Class L shares through January 31, 1999 is as follows:

Portfolio One Year Since Inception Inception Date

High Growth ______ ______ 2/5/96

Growth ______ ______ 2/5/96

Global __n/a__ ______ 3/9/98

Balanced ______ ______ 2/5/96

Conservative ______ ______ 2/5/96

Income ______ ______ 2/5/96

There is no performance information for each portfolio's Class Y Shares
because there were no outstanding Class Y Shares as of January 31, 1999.

Each portfolio's average annual total return with respect to its
Class Z Shares for the one-year period (if applicable) and for the
life of such portfolio's Class Z shares through January 31, 1999 is
as follows:

Portfolio One Year Since Inception Inception Date

High Growth ______ ______ 2/5/96

Growth ______ ______ 2/5/96

Global __n/a__ ______ 3/9/98

Balanced ______ ______ 2/5/96

Conservative ______ ______ 2/5/96

Income ______ ______ 2/5/96

Each portfolio may, from time to time, advertise its
average annual total return calculated as shown
above but without including the deduction of the maximum applicable sales
charge or CDSC. The average annual total return for each portfolio's
Class A shares for the periods shown ended January 31, 1999
without including the deduction of the maximum applicable sales charge
is as follows:

Portfolio One Year Since Inception Inception Date

High Growth ______ ______ 2/5/96

Growth ______ ______ 2/5/96

Global __n/a__ ______ 3/9/98

Balanced ______ ______ 2/5/96

Conservative ______ ______ 2/5/96

Income ______ ______ 2/5/96

The average annual total retrun for each portfolio's Class B shares for the
periods shown end January 31, 1999 without including the deduction of the
maximum applicable CDSC is as follows:

Portfolio One Year Since Inception Inception Date

High Growth ______ ______ 2/5/96

Growth ______ ______ 2/5/96

Global __n/a__ ______ 3/9/98

Balanced ______ ______ 2/5/96

Conservative ______ ______ 2/5/96

Income ______ ______ 2/5/96

The average annual total return for each portfolio's Class L share of the
periods shown ended January 31, 1999 without including the deduction of
the maximum applicable sales charge or CDSC is as follows:

Portfolio One Year Since Inception Inception Date

High Growth ______ ______ 2/5/96

Growth ______ ______ 2/5/96

Global __n/a__ ______ 3/9/98

Balanced ______ ______ 2/5/96

Conservative ______ ______ 2/5/96

Income ______ ______ 2/5/96

Performance of Underlying Funds
The following chart shows the average annual total return (unaudited) for the
longest outstanding class of shares for each of the underlying funds in
which the portfolios may invest (other than the Cash Portfolio of
Smith Barney Money Funds, Inc.) for the most recent one-, five-, and ten-year
periods (or since inception if shorter and giving effect to the
maximum applicable sales charges) and
the 30-day yields for income-oriented funds, in each case for the period
ended December 31, 1998.

Underlying Fund

Net Assets
of all
Classes as
of December
31, 1998
($000's)

Inception Date

Class
Average Annual Total
Returns through December
31, 1998

One Year
Five Years
Ten Years

30-Day
Yield for
period
ended
December
31, 1998

Smith Barney Aggressive Growth Fund Inc.

10/27/83
A

Smith Barney Appreciation Fund Inc.

03/10/70
A

Smith Barney Equity Funds:
Smith Barney Large Cap Blend Fund

11/06/92

Smith Barney Fundamental Value Fund Inc.

11/12/81
A

Smith Barney Funds, Inc.:
Large Cap Value Fund
Short-Term High Grade Bond Fund

01/01/72
11/11/91

A
A

Smith Barney Income Funds:
Smith Barney High Income Fund
Smith Barney Balanced Fund
Smith Barney Premium Total Return Fund
Smith Barney Convertible Fund
Smith Barney Diversified Strategic Income Fund

09/02/86
03/28/88
09/16/85
09/02/86
12/28/89

B
B
B
B
B

Smith Barney Investment Funds Inc.:
Concert Peachtree Growth Fund
Smith Barney Hansberger Global Value Fund
Smith Barney Hansberger Global Small Cap Value Fund
Smith Barney Contrarian Fund
Smith Barney Small Cap Value Fund
Smith Barney Government Securities Fund
Smith Barney Investment Grade Bond Fund

06/30/95
12/19/97
12/19/97
06/30/95

03/20/84
01/04/82

A
A
A
A

B
B

Smith Barney Investment Trust
Smith Barney Large Capitialization Growth Fund
Smith Barney Mid Cap Blend Fund

08/29/97

Smith Barney Managed Governments Fund Inc.

09/04/84
A

Smith Barney Natural Resources Fund Inc.

12/24/86
A

Smith Barney Small Cap Blend Fund, Inc.

01/23/90
A

Smith Barney World Funds, Inc.:
International Equity Portfolio
European Portfolio
Pacific Portfolio
Emerging Markets Portfolio
International Balanced Portfolio
Global Government Bond Portfolio

02/18/86
02/07/94
02/07/94
05/12/95
08/25/94
07/22/91

A
A
A
A
A
A

For the seven-day period ended December 31,1998, the yield for the
Cash Portfolio of Smith Barney Money Funds, Inc. was _____% and
the effective yield was ______.

The performance data relating to the underlying funds set forth above is not,
and should not be viewed as, indicative of the future performance of either
the underlying funds or the Concert Series. The performance reflects the
impact of sales charges and other distribution related expenses that will not
be incurred by the Class Y shares of underlying funds in which the
portfolios invest.

The portfolios will invest only in Class Y shares of the underlying funds and,
accordingly, will not pay any sales load or 12b-1 service or distribution
fees in connection with their investments in
shares of the underlying funds. The portfolios, however, will indirectly
bear their pro rata share of the fees and expenses incurred by the
underlying funds that are applicable to Class Y shareholders.
The investment returns of each portfolio, therefore, will be net of the
expense of the underlying funds in which it is invested. The following
chart shows the expense ratios applicable to Class Y
shareholders of each underlying fund held by a portfolio, based on
operating expenses for its most recent fiscal year:

Underlying Fund
Expense Ratio

Smith Barney Aggressive Growth Fund Inc.
0.84%
Smith Barney Appreciation Fund Inc.
0.59
Smith Barney Equity Funds:
Smith Barney Large Cap Blend Fund
0.69
Smith Barney Fundamental Value Fund Inc.
0.78
Smith Barney Funds, Inc.:
Large Cap Value Fund
Short-Term High Grade Bond Fund
0.60
0.50

Smith Barney Income Funds:
Smith Barney High Income Fund
Smith Barney Balanced Fund
Smith Barney Premium Total Return Fund
Smith Barney Convertible Fund
Smith Barney Diversified Strategic Income Fund

0.73
0.67
0.76
0.85
0.70

1.10
1.35
1.45
0.90
0.80
0.58
0.69

Smith Barney Investment Trust
Smith Barney Large Capitialization Growth Fund
Smith Barney Mid Cap Blend Fund

0.82
0.68

Smith Barney Managed Governments Fund Inc.
0.43

Smith Barney Natural Resources Fund Inc.
1.26

Smith Barney Small Cap Blend Fund, Inc.
1.11

Smith Barney World Funds, Inc.:
International Equity Portfolio
European Portfolio
Pacific Portfolio
Emerging Markets Portfolio
International Balanced Portfolio
Global Government Bond Portfolio

0.94
1.86
1.55
3.12
1.24
0.89

[*Operating expenses of Class Y shares for
Smith Barney Investment Funds Inc.-Smith Barney Hansberger
Global Value Fund and Smith Barney Hansberger Global Small Cap Value Fund,
Smith Barney Natural Resources Fund Inc. and Smith Barney World Funds, Inc.-
Emerging Markets Portfolio, European Portfolio and Pacific Portfolio
are estimated because no ClassY shares were outstanding during each
Fund's most recent fiscal year.]

Based on a weighted average of the Class Y expense ratios of the underlying
funds in which a particular portfolio is expected to invest during the
current fiscal year, the approximate expense
ratios are expected to be as follows: High Growth Portfolio, Class A __%,
Class B __%, Class L __%, and Class Y __%; Growth Portfolio, Class A __%,
Class B __%, Class L __%, and Class Y __%; Global Portfolio, Class A __%,
Class B __%, Class L __%, and Class Y __%; Balanced Portfolio, Class A __%,
Class B __%, Class L __%, and Class Y __%; Conservative Portfolio, Class A __%,
Class B __%, Class L __%, and Class Y __%; and Income Portfolio,
Class A __%, Class B __%, Class L __%, and Class Y __%.
The expense ratios may be higher or lower depending on the allocation of
the underlying funds within a portfolio.

VALUATION OF SHARES

The net asset value of each portfolio's classes of shares will be determined
on any day that the New York Stock Exchange (the "NYSE") is open.
The NYSE is closed on the following holidays: New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day, and on the preceding Friday
or subsequent Monday when one of these holidays falls on a Saturday or
Sunday, respectively. Because of the differences in
distribution fees and class-specific expenses, the per share net asset
value of each class may differ. The following is a description of the
procedures used by each portfolio in valuing its assets.

The value of each underlying fund will be its net asset value at the time of
computation. 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 that have a maturity of 60
days or less are valued at amortized cost, which constitutes fair value
as determined by the Concert Series' Board of Directors. Amortized cost
involves valuing an instrument at its original cost to the portfolio and
thereafter assuming a constant amortization to maturity of any discount or
premium regardless of the effect of fluctuating interest rates on the
market value of the instrument.

INVESTMENT MANAGEMENT AND OTHER SERVICES

Investment Manager

SSBC acts as investment manager to each portfolio pursuant to separate
asset allocation and administration agreements
(the "Asset Allocation and Administration Agreements"). SSBC is a wholly
owned subsidiary of Salomon Smith Barney Holdings Inc. ("Holdings") and
Holdings is a wholly owned subsidiary of Travelers Group Inc. ("Travelers").

Pursuant to the Asset Allocation and Administration Agreements,
SSBC will determine how each portfolio's assets will be invested in the
underlying funds and in repurchase agreements pursuant to
the investment objectives and policies of each portfolio set forth in the
prospectus and make recommendations to the Board of Directors concerning
changes to (a) the underlying funds in which the
portfolios may invest, (b) the percentage range of assets that may be
invested by each portfolio in any one underlying fund and (c)
the percentage range of assets of any portfolio that may be invested
in equity funds and fixed income funds (including money market funds).
In addition to such services, SSBC pays the salaries of all officers and
employees who are employed by both it and the Concert
Series, maintains office facilities for the Concert Series, furnishes
the Concert Series with statistical and research data, clerical help and
accounting, data processing, bookkeeping, internal auditing and legal
services and certain other services required by the Concert Series and each
portfolio, prepares reports to each portfolio's shareholders and prepares
tax returns, reports to and filings with the Securities and Exchange
Commission (the "SEC") and state Blue Sky authorities. SSBC
provides investment advisory and management services to investment
companies affiliated with Salomon Smith Barney.

The management fee for each portfolio is calculated at the annual rate of
0.35% of that portfolio's average daily net assets.
Under the Asset Allocation and Administration Agreements, SSBC has agreed
to bear all expenses incurred in the operation of each portfolio other
than the management fee, the
fees payable pursuant to the plan adopted pursuant to Rule 12b-1
under the 1940 Act and extraordinary expenses. Such expenses include
taxes, interest, brokerage fees and commissions, if any; fees of
Directors who are not officers, directors, shareholders or employees of
Salomon Smith Barney or SSBC; SEC fees and state Blue Sky qualification
fees; charges of custodians; transfer and dividend
disbursing agent's fees; certain insurance premiums; outside auditing and
legal expenses; costs of maintenance of corporate existence;
investor services (including allocated telephone and personnel
expenses); and costs of preparation and printing of the prospectus for
regulatory purposes and for distribution to existing shareholders;
cost of shareholders' reports and shareholder meetings and
meetings of the officers or Board of Directors of the Concert Series.

For the fiscal years ended January 31, 1999 and January 31, 1998
and the fiscal period ended January 31, 1997, the management fees
for each portfolio were as follows:

Portfolio

1999
1998
1997

High Growth
Growth
Global
Balanced
Conservative
Income

$
$
$
$
$
$

$1,494,425
1,905,460
N/A
1,102,666
297,381
169,641

$528,764
678,365
N/A
369,783
109,360
69,248

SSBC also serves as investment adviser to each of the underlying funds in
which the portfolios may invest (other than Smith Barney Small Cap Blend
Fund, Inc.) and is responsible for the selection and
management of each of the underlying fund's investments.
TIMCO, located at One Tower Square, Hartford, Connecticut 06183, serves as
investment adviser to Smith Barney Small Cap Blend Fund, Inc.
TIMCO is a wholly-owned subsidiary of Salomon Smith Barney Holdings Inc.

Decisions to buy and sell shares of the underlying funds for the portfolios
are made by SSBC, subject to the overall supervision and review of the
portfolios' Board of Directors.

Each portfolio, as a shareholder in the underlying funds, will indirectly
bear its proportionate share of any investment management fees and other
expenses paid by the underlying funds. The effective
management fee of each of the underlying funds in which the portfolios
may invest is set forth below as a percentage rate of the fund's average
net assets:

Underlying Fund
Management Fees

Smith Barney Aggressive Growth Fund Inc.
0.80%

Smith Barney Appreciation Fund Inc.
0.59

Smith Barney Equity Funds:
Smith Barney Large Cap Blend Fund
0.65

Smith Barney Fundamental Value Fund Inc.
0.75

Smith Barney Funds, Inc.:
Large Cap Value Fund
Short-Term High Grade Bond Fund

0.58
0.45

Smith Barney Income Funds:
Smith Barney High Income Fund
Smith Barney Balanced Fund
Smith Barney Premium Total Return Fund
Smith Barney Convertible Fund
Smith Barney Diversified Strategic Income Fund

0.70
0.65
0.75
0.70
0.65

1.00
1.05
0.95
0.85
0.75
0.55
0.65

Smith Barney Investment Trust
Smith Barney Large Capitialization Growth Fund
Smith Barney Mid Cap Blend Fund

0.75
0.65

Smith Barney Managed Governments Fund Inc.
0.38

Smith Barney Natural Resources Fund Inc.
0.75

Smith Barney Small Cap Blend Fund, Inc.
0.65

Smith Barney World Funds, Inc.:
International Equity Portfolio
European Portfolio
Pacific Portfolio
Emerging Markets Portfolio
International Balanced Portfolio
Global Government Bond Portfolio

0.85
0.85
0.85
1.00
0.85
0.75

Distributors

Distributor. CFBDS, Inc., located at 20 Milk Street, Boston,
Massachusetts 02109-5408, serves as the
Company's distributor pursuant to a written agreement dated October 8, 1998
(the "Distribution Agreement") which was approved by the Fund's
Board of Directors, including a majority of the Independent Directors on
July 13, 1998. Prior to the merger of Travelers Group Inc. and Citicorp Inc.
on October 8, 1998, Salomon Smith Barney and PFS Distributors Inc. ("PFS")
served as the portfolios' distributors. Salomon Smith Barney and PFS
continue to sell the portfolios' shares as part of the selling group.

Commissions on Class A Shares. For the period February 5, 1996 through
January 31, 1997, and for the fiscal year ended January 31, 1998,
the aggregate dollar amount of commissions on Class A shares is as
follows:

Name of Portfolio

02/05/96 - 01/31/97*

Fiscal year ended
01/31/98**

High Growth
Portfolio
$
$

Growth Portfolio

Balanced Portfolio

Conservative
Portfolio

Income Portfolio

For the period February 1, 1998 through October 7, 1998 and
for the period October 8, 1998 through
January 31, 1999, the aggregate dollar amounts of commissions on Class A
shares, are as follows:

Name of Portfolio

02/01/98 through
10/07/98*

10/08/98 through
01/31/99**

High Growth Portfolio
$
$
Global Portfolio
$
$
Growth Portfolio

Balanced Portfolio

Conservative
Portfolio

Income Portfolio

* The following amounts were paid to Salomon Smith Barney:
$___________________, respectively, and the
following amounts were paid to PFS Distributors Inc.:
$_______________________, respectively.
** The following amounts were paid to Salomon Smith Barney:
$______________________, respectively and
the following amounts were paid to PFS Distributors Inc.:
$_______________________, respectively.
Commissions on Class L Shares. For the period June 12, 1998
through October 7, 1998 and for the period October 8, 1998
through January 31, 1999, the aggregate dollar amounts of commission on Class L
shares are as follows:

(On June 12, 1998, Class C shares were
renamed Class L Shares)

Name of Portfolio

06/12/98 through
10/07/98*

10/08/98 through
01/31/99**

High Growth Portfolio
$
$

Global Portfolio

Growth Portfolio

Balanced Portfolio

Conservative Portfolio

Income Portfolio

*The entire amount was paid to Salomon Smith Barney.
** The following amounts were paid to Salomon Smith Barney:
$_______________________, respectively.
Deferred Sales Charges on Class A, B and L Shares
For the period February 5, 1996 through January 31,
1997, and for each of the fiscal years ended January 31, 1998 and
January 31, 1999, the following deferred sales charges were paid on
redemptions of the portfolios' shares:

Class A

Name of Portfolio

02/05/96 -
01/31/97*

Fiscal Year
Ended
01/31/98**

Fiscal Year
Ended
01/31/99***

High Growth Portfolio

$
$
Global Portfolio
N/a
N/a

Growth Portfolio

Balanced Portfolio

Conservative Portfolio

Income Portfolio

* The following amounts were paid to Salomon Smith Barney:
$______________________, respectively and
the following amounts were paid to PFS Distributors Inc.:
$_______________________, respectively.
** The following amounts were paid to Salomon Smith Barney:
$______________________, respectively and
the following amounts were paid to PFS Distributors Inc.:
$_______________________, respectively.
*** The following amounts were paid to Salomon Smith Barney:
$______________________, respectively and
the following amounts were paid to PFS Distributors Inc.:
$_______________________, respectively.

Class B

Name of Portfolio

02/05/96 -
01/31/97*

Fiscal Year
Ended
01/31/98**

Fiscal Year
Ended
01/31/99***

High Growth Portfolio
$
$
$
Global Portfolio
N/a
N/a

Growth Portfolio

Balanced Portfolio

Conservative Portfolio

Income Portfolio

Class L
(On June 12, 1998, Class C shares were
renamed Class L Shares)

Name of Portfolio

06/12/98
through
10/07/98*

10/08/98
through
01/31/99**

High Growth Portfolio

$
$
Global Portfolio

Growth Portfolio

Balanced Portfolio

Conservative Portfolio

Income Portfolio

?The entire amount was paid to Salomon Smith Barney.
??The following amounts were paid to Salomon Smith Barney:
$____________, respectively.

Distribution Arrangements. To compensate each of Salomon Smith Barney and
PFS for the service it provides and for the expenses it bears, each
portfolio has adopted a plan of distribution (the "Plan")
pursuant to Rule 12b-1 under the 1940 Act. The only Classes of shares being
offered for sale through PFS are Class A shares and Class B shares.
PFS does not offer shares of the Global Portfolio. Under
the Plan, Salomon Smith Barney is paid a fee with respect to shares of each
portfolio sold through Salomon Smith Barney and PFS is paid a fee with
respect to shares of each portfolio sold through PFS. Under the Plan, each
portfolio pays Salomon Smith Barney, or PFS, as the case may be (who in turn
pays PFS Investments Inc. ("PFS Investments") to pay its Investments
Representatives) a service fee, accrued daily and paid monthly, calculated
at the annual rate of 0.25% of the value of the portfolio's
average daily net assets attributable to the Class A, Class B and Class L
shares. The service fee is primarily used to pay Salomon Smith Barney
Financial Consultants (and PFS Investments Representatives)
for servicing shareholder accounts. In addition, each portfolio pays
Salomon Smith Barney a distribution fee with respect to Class B and Class L
(and pays PFS with respect to Class B shares) to cover expenses primarily
intended to result in the sale of those shares. These expenses include:
advertising expenses; the cost of printing and mailing prospectuses to
potential investors; payments to and expenses of Salomon Smith Barney
Financial Consultant, PFS Investments Representatives, and other persons who
provide support services in connection with the distribution of shares;
interest and/or carrying charges; and indirect and overhead costs of Salomon
Smith Barney and PFS associated with the sale of portfolio shares,
including lease, utility, communications and sales promotion
expenses. For the Conservative Portfolio and the Income Portfolio the
Class B and Class L distribution fee is calculated at the annual rate of
0.50% and 0.45% of the value of the portfolio's average daily net assets
attributable to the shares of the respective Class. For the High Growth
Portfolio, the Global Portfolio, the Growth Portfolio and the Balanced
Portfolio, the Class B and Class L distribution fee is calculated at the
annual rate of 0.75% of the value of such portfolio's
average net assets attributable to the shares of the respective Class.

Payments under each Plan are not tied exclusively to the distribution
and shareholder services expenses actually incurred by Salomon Smith Barney
or PFS and the payments may exceed distribution
expenses actually incurred. The Fund's Board of Directors will evaluate the
appropriateness of each Plan and its payment terms on a continuing basis
and in so doing will consider all relevant factors,
including expenses borne by Salomon Smith Barney and PFS, amounts received
under the Plan and proceeds of the deferred sales charges.

For the period February 5, 1996 through January 31, 1997 and for
each of the fiscal years ended January 31, 1998 and January 31, 1999,
the following distribution and service fees were accrued and/or
paid to Salomon Smith Barney and PFS:

Class A

Name of Portfolio

02/05/96 -
01/31/97*

Fiscal Year
Ended
01/31/98**

Fiscal Year
Ended
01/31/99***

High Growth Portfolio

Global Portfolio

Growth Portfolio

Balanced Portfolio

Conservative Portfolio

Income Portfolio

Class B

Name of Portfolio

02/05/96 -
01/31/97*

Fiscal Year
Ended
01/31/98**

Fiscal Year
Ended
01/31/99***

High Growth Portfolio

Global Portfolio

Growth Portfolio

Balanced Portfolio

Conservative Portfolio

Income Portfolio

Class L
(On June 12, 1998, Class C shares were
renamed Class L Shares)

Name of Portfolio

06/12/98
through
10/07/98*

10/08/98
through
01/31/99**

High Growth Portfolio

Global Portfolio

Growth Portfolio

Balanced Portfolio

Conservative Portfolio

Income Portfolio

For the fiscal year ended January 31, 1999, Salomon Smith Barney incurred
the following distribution expenses for the portfolios:

Portfolio
Name

Advertising
$
$
$
$
$
$

Printing
and
Mailing of
Prospectuses
$
$
$
$
$
$

Support
Services
$
$
$
$
$
$

Salomon
Smith
Barney
Financial
Consultants
$
$
$
$
$
$

Interest
Expense
$
$
$
$
$
$

Total
$
$
$
$
$
$

High
Growth

Global

Growth

Balanced
Conservative

Income

For the fiscal year ended January 31, 1999, PFS incurred
the following distribution expenses for the portfolios:

Portfolio
Name

Advertising

$
$
$
$
$
$

Printing
and
Mailing of
Prospectuses
$
$
$
$
$
$

Support
Services
$
$
$
$
$
$

PFS
Investment
Representatives
$
$
$
$
$
$

Interest
Expense
$
$
$
$
$
$
$

Total
$
$
$
$
$
$

High
Growth

Global

Growth

Balanced

Conservative

Income

Each of PFS and Salomon Smith Barney will pay for the printing, at printer's
overrun cost, of prospectuses and periodic reports after they have been
prepared, set in type and mailed to shareholders, and will also pay the
cost of distributing such copies used in connection with the
offering to prospective investors and will also pay for supplementary sales
literature and other promotional costs. Such expenses incurred by
Salomon Smith Barney are distribution expenses within
the meaning of the Plans and may be paid from amounts received by
Salomon Smith Barney from Concert Series under the Plans.

From time to time, PFS or its affiliates may also pay for certain non-cash
sales incentives provided to PFS Investments Representatives.
Such incentives do not have any effect on the net amount
invested. In addition to the reallowances from the applicable
public offering price described above, PFS may from time to time, pay or
allow additional reallowances or promotional incentives, in the form
of cash or other compensation to PFS Investments Representatives that
sell shares of each portfolio.

Under its terms, the Plan continues from year to year, provided such
continuance is approved annually by vote of the Concert Series' Board of
Directors, including a majority of the Independent Directors.
The Plan may not be amended to increase the amount of the service and
distribution fees without shareholder approval, and all material amendments
of the Plan also must be approved by the directors
and Independent directors in the manner described above.
The Plan may be terminated with respect to a class of a portfolio at any
time, without penalty, by the vote of a majority of the Independent
Directors or by a vote of a majority of the outstanding voting securities
of the class (as defined in the 1940 Act). Pursuant to the Plan, Salomon
Smith Barney and PFS will provide the Concert Series'
Board of Directors with periodic reports of amounts expended under the Plan
and the purpose for which such expenditures were made.

[General. Actual distribution expenses for Class B shares of each
portfolio for any given year may
exceed the fees received pursuant to the Plan and will be carried forward
and paid by each portfolio in future years so long as the Plan is in effect.
Interest is accrued monthly on such carryforward
amounts at a rate comparable to that paid by Salomon Smith Barney
for bank borrowings. The Concert Series' Board of Directors will evaluate
the appropriateness of the Plan and its payment terms on a
continuing basis and in so doing will consider all relevant factors,
including amounts received under the Plan and proceeds of the CDSC.]

ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS

Portfolio history. The Concert Series, an open-end, non-diversified
investment company, was incorporated in Maryland on August 11, 1995.
The Concert Series commenced operations on February 5,
1996 under the name Smith Barney Concert Series Inc. The Select
Portfolios of Concert Series commenced operations on February 5, 1997.
On February 24, 1997, the Concert Series changed its name to Smith
Barney Concert Allocation Series Inc. The Concert Series has authorized
capital of 6,100,000,000 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. The assets of each portfolio are
segregated and separately managed and a shareholder's interest is in the
assets of the portfolio in which he or she holds shares. Class A, Class B,
Class L, Class Y and Class Z shares of a portfolio
represent interests in the assets of that portfolio and have identical
voting, dividend, liquidation and other rights (other than conversion)
on the same terms and conditions except that expenses related
to the distribution of each class of shares are borne solely by each class
and each Class of shares
has exclusive voting rights with respect to provisions of the
Concert Series' Rule 12b-1 distribution plan that pertain to a
particular Class.

Custodian. Portfolio securities and cash owned by the Concert Series
are held in the custody of PNC Bank, National Association, 17th and
Chestnut Streets, Philadelphia, Pennsylvania 19103.

Auditors. KPMG LLP, 345 Park Avenue, New York, New York 10154, has been
selected as independent auditors for the Concert Series for its fiscal
year ending January 31, 2000 to examine and report on
the Concert Series' financial statements and highlights.

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

Voting. As permitted by Maryland law, there will normally be no
meetings of shareholders for the purpose of electing directors unless and
until such time as less than a majority of the directors holding office
have been elected by shareholders. At that time, the directors then in
office will call a shareholders' meeting for the election of directors.
The directors must call a meeting of
shareholders when requested in writing to do so by the record holders
of not less than 10% of the outstanding shares of the Concert Series.
At such a shareholder meeting called for the purpose, a
director may be removed after the holders of record of not less than a
majority of the outstanding shares of the Concert Series have declared
that the director be removed by votes cast in person or by
proxy. Except as set forth above, the directors shall continue to
hold office and may appoint successor directors.

On matters submitted for consideration by shareholders of any underlying fund,
a portfolio will vote its shares in proportion to the vote of all other
holders of shares of that Fund or, in certain limited instances,
the portfolio will vote its shares in the manner indicated by a vote of
holders of shares of the portfolio.

As used in the prospectus and this SAI, a "vote of a majority of the
outstanding voting securities" means the affirmative vote of the lesser of
(a) more than 50% of the outstanding shares of the Concert
Series (or the affected portfolio or class) or (b) 67% or more of such
shares present at a meeting if more than 50% of the outstanding shares of
the Concert Series (or the affected portfolio or class) are
represented at the meeting in person or by proxy. A portfolio or class
shall be deemed to be affected by a matter unless it is clear that the
interests of each portfolio or class in the matter are
identical or that the matter does not affect any interest of the
portfolio or class. The approval of a management agreement, a distribution
agreement or any change in a fundamental investment policy
would be effectively acted upon with respect to a portfolio only if
approved by a "vote of a majority of the outstanding voting securities" of
the portfolio affected by the matter; however, the ratification of
independent accountants and the election of directors are not subject to
separate voting requirements and may be effectively acted upon by a vote of
the holders of a majority of all
Concert Series shares voting without regard to portfolio.

In the event of the liquidation or dissolution of the Concert Series,
shareholders of a portfolio are entitled to receive the assets belonging
to that portfolio that are available for distribution and a proportionate
distribution, based upon the relative net assets of the respective portfolios,
of any general assets not belonging to any particular portfolio that are
available for distribution.

As of [May 15] 1999, to the knowledge of the fund and the Board of Directors,
no single shareholder 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 with the exception of
the following:

[TO BE UPDATED]

Portfolio

Class

Shareholder Name

Shareholder
Address
Number of
Shares

Percent

High
Growth
Class
A
PFS Shareholder
Services (A)
Attn. Jay Barnhill
3100
Breckinridge
Blvd.
Duluth, GA 30199
17,821,267
.417
83.43
%

Class
B
PFS Shareholder
Services (B)
Attn. Jay Barnhill
3100
Breckinridge
Blvd.
Duluth, GA 30199
11,566,431
.532
60.70
%

Class
Z
Citibank NA
Travelers Group
Master Tr Savings
Investment & Stock
Ownership
Attn. Nancy
Kronenberg
111 Wall Street
FISD/20th Floor
New York, NY
10043
216,053.49
9
70.35
%

Class
Z
Citibank NA
Travelers Group
Master Trust
401k Savings Plan
Attn. Nancy
Kronenberg
111 Wall Street
FISD/20th Floor
New York, NY
10043
91,081.020
29.65
%
Growth
Class
A
PFS Shareholder
Services (A)
Attn. Jay Barnhill
3100
Breckinridge
Blvd.
Duluth, GA 30199
17,328,632
.369
75.29
%

Class
B
PFS Shareholder
Services (B)
Attn. Jay Barnhill
3100
Breckinridge
Blvd.
Duluth, GA 30199
13,016,681
.671
46.56
%

Class
Z
Citibank NA
Travelers Group
Master Tr Savings
Investment & Stock
Ownership
Attn. Nancy
Kronenberg
111 Wall Street
FISD/20th Floor
New York, NY
10043
241,644.73
6
76.75
%

Class
Z
Citibank NA
Travelers Group
Master Tr
401k Savings Plan
Attn. Nancy
Kronenberg
111 Wall Street
FISD/20th Floor
New York, NY
10043
73,207.815
23.25
%
Global
Class
A
PFS Shareholder
Services (A)
Attn. Jay Barnhill
3100
Breckinridge
Blvd.
Duluth, GA 30199
132,099.41
4
96.62
%

Class
B
PFS Shareholder
Services (B)
Attn. Jay Barnhill
3100
Breckinridge
Blvd.
Duluth, GA 30199
106,457.99
7
88.47
%

Class
L
Sandra S. Dubois
Smith Barney Inc.
Rollover Cust.
12 Front Street
Rumford, ME
4276-2308
3,668.942
45.55
%

Class
L
Denise D. Carrier
Smith Barney Inc.
Rollover Cust.
PO Box 518
Dixfield, ME
04224-0518
1,663.894
20.66
%

Class
L
Dennis L. Pageler
ACF
Nicole L. Pageler
U/CO/UTMA
8619 Piute Row
Parker, CO
80134-5717
1,272.265
15.80
%
Balanced
Class
A
PFS Shareholder
Services (A)
Attn. Jay Barnhill
3100
Breckinridge
Blvd. Duluth, GA
30199
11,527,180
.507
79.23
%

Class
B
PFS Shareholder
Services (B)
Attn. Jay Barnhill
3100
Breckinridge
Blvd. Duluth, GA
30199
9,010,451.
459
54.61
%

Class
Z
Citibank NA
Travelers Group
Master Tr Savings
Investment & Stock
Ownership
Attn. Nancy
Kronenberg
111 Wall Street
FISD/20th Floor
New York, NY
10043
251,762.79
2
76.24
%

Class
Z
Citibank NA
Travelers Group
Master Tr
401k Savings Plan
Attn. Nancy
Kronenberg
111 Wall Street
FISD/20th Floor
New York, NY
10043
78,450.472
23.76
%
Conserva
tive
Class
A
PFS Shareholder
Services (A)
Attn. Jay Barnhill
3100
Breckinridge
Blvd.
Duluth, GA 30199
4,044,740.
550
87.10
%

Class
B
PFS Shareholder
Services (B)
Attn. Jay Barnhill
3100
Breckinridge
Blvd.
Duluth, GA 30199
2,945,315.
527
68.09
%

Class
L
Frank A Abacherli
Shirley M.
Abacherli TTEES
FBO Abacherli
Family Trust
DTD 10/06/89
29875 Newport
Road
Menifee, CA
92584-9524
40,241.54
8.91%

Class
L
Sharon Columbo
32 Ella Street
Valley Stream,
NY 11580-3119
22,733.374
5.03%

Class
Z
Citibank NA
Travelers Group
Master Tr Savings
Investment & Stock
Ownership
Attn. Nancy
Kronenberg
111 Wall Street
FISD/20th Floor
New York, NY
10043

52,099.324
66.34
%

Class
Z
Citibank NA
Travelers Group
Master Tr
401k Savings Plan
Attn. Nancy
Kronenberg
111 Wall Street
FISD/20th Floor
New York, NY
10043

26,429.839
33.66
%
Income
Class
A
PFS Shareholder
Services (A)
Attn. Jay Barnhill
3100
Breckinridge
Blvd.
Duluth, GA 30199
2,113,663.
609
79.85
%

Class
B
PFS Shareholder
Services (B)
Attn. Jay Barnhill
3100
Breckinridge
Blvd.
Duluth, GA 30199
1,392,732.
276
55.52
%

Class
L
Frontier Trust
Company TTEE
Citizens State Bank
Salary Savings
111 Monument
Circle Ste. 3100
Indianapolis, IN
46204-5100
19,461.916
6.21%

Class
L
Thomas Mitchell
Ashe TTEE
FBO Morris R.
Watson Marital
Trust
U/A/D 1/17/90
5401 Business
Park S. Ste. 126
Bakersfield, CA
93309-2857
16,773.837
5.35%

Class
L
Rita Diana
Smith Barney Inc.
IRA Custodian
108 Palmetto
Lane Road
Milford, PA
18337
16,629.173
5.31%

Class
Z
Citibank NA TTEE
Travelers Group
Master Trust
401k Savings Plan
Attn. Nancy
Kronenberg
111 Wall Street
FISD/20th Floor
New York, NY
10043
43,659.758
52.00
%

Class
Z
Citibank NA TTEE
Travelers Group
Master Tr Savings
Investment and
Stock Ownership
Attn. Nancy
Kronenberg
111 Wall Street
FISD/20th Floor
New York, NY
10043
40,294.338
48.00
%

FINANCIAL STATEMENTS

The Concert Series' Annual Report for the fiscal year ended January 31, 1999
is incorporated herein by reference in its entirety.
The Annual Report was filed with the Securities and Exchange Commission on
March ___, 1999 (Accession number____________).
A copy of the Report is furnished with this Statement of Additional Information.

APPENDIX - RATINGS OF DEBT OBLIGATIONS

BOND (AND NOTE) RATINGS

Moody's Investors Services, Inc.

Aaa - Bonds that are rated "Aaa" are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." 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 that 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 that 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 which 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 which 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 which are rated Caa are of poor standing. Such issues may
be in default or there may be
present elements of danger with respect to principal or interest

Ca - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such
issues are often in default or have other marked shortcomings.

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

Con (..)- Bonds for which the security depends upon the completion of some
act or the fulfillment of some condition are rated conditionally.
These are bonds secured by (a) earnings of projects under
construction, (b) earnings of projects unseasoned in operating experience,
(c) rentals which begin
when facilities are completed, or (d) payments to which some other
limiting condition attaches. Parenthetical rating denotes probable
credit stature upon completion of construction or elimination of
basis of condition.

Note: The modifier 1 indicates that the security ranks in the higher end
of its generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates that the issue
ranks in the lower end of its generic rating category.

Standard & Poor's Corporation

AAA - Debt rated "AAA" has the highest rating assigned by
Standard & Poors. Capacity to pay interest
and repay principal is extremely strong.

AA - Debt rated "AA" has a very strong
capacity to pay interest and repay principal and differs from
the highest rated issues only in small degree.

A - Debt rated "A" has a strong capacity to
pay interest and repay principal although it is somewhat
more susceptible to the adverse effects of changes in circumstances
and economic conditions than debt
in higher rated categories.

BBB - Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest
and repay principal for
debt in this category than in higher rated categories.

BB, B, CCC, CC, C - Debt rated 'BB', 'B', 'CCC', 'CC' and 'C' is regarded,
on balance, as predominantly 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 'C' the highest degree of speculation. While such debt
will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or major risk exposures to
adverse conditions.

Plus (+) or Minus (-): The ratings from 'AA' to 'B' may be modified by the
addition of a plus or minus
to show relative standing within the major rating categories.

Provisional Ratings: The letter "p" indicates that the rating is provisional.
A provisional rating assumes the successful completion of the project being
financed by the debt being rated and indicates that payment of debt service
requirements is largely or entirely dependent upon the successful and
timely completion of the project. This rating, however, while addressing
credit quality subsequent to completion of the project, makes no comment on
the likelihood of, or the risk of default upon failure
of, such completion. The investor should exercise judgment with
respect to such likelihood and risk.

L - The letter "L" indicates that the rating pertains to the principal
amount of those bonds where the
underlying deposit collateral is fully insured by the
Federal Savings & Loan Insurance Corp. or the
Federal Deposit Insurance Corp.

+ Continuance of the rating is contingent upon S&P's receipt of closing
documentation confirming investments and cash flow.

* Continuance of the rating is contingent upon S&P's receipt of an
executed copy of the escrow agreement.

NR Indicates no rating has been requested, that there is insufficient
information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.

COMMERCIAL PAPER RATINGS

Moody's Investors Service, Inc.

Issuers rated "Prime-1" (or related supporting institutions) have a
superior capacity for repayment of short- term promissory obligations.
Prime-1 repayment will normally be evidenced by the following
characteristics: leading market positions in well-established industries;
high rates of return on
funds employed; conservative capitalization structures with moderate
reliance on debt and ample asset
protection; broad margins in earnings coverage of fixed financial charges
and high internal cash generation; well-established access to a range of
financial markets and assured sources of alternate liquidity.

Issuers rated "Prime-2" (or related supporting institutions) have strong
capacity for repayment of short- term promissory obligations.
This will normally be evidenced by many of the characteristics
cited above but to a lesser degree. Earnings trends and coverage ratios,
while sound, will be more
subject to variation. Capitalization characteristics, while still appropriate,
may be more affected by external conditions.
Ample alternate liquidity is maintained.

Standard & Poor's Corporation

A-1 - This designation indicates that the degree of safety regarding
timely payment is either overwhelming or very strong.
Those issuers determined to possess overwhelming safety characteristics
will be noted with a plus (+) sign designation.

A-2 - Capacity for timely payment on issues with this designation is strong.
However, the relative
degree of safety is not as high as for issues designated A-1.

rhee/83579.257/cncrt/rhee.wpf

G:\funds\sbcs\1999\secdocs\finalsai.doc
62

June 1, 1999

Statement of Additional Information

Smith Barney Concert Allocation Series Inc.

Select High Growth
Portfolio
Select Conservative
Portfolio
Select Growth Portfolio
Select Income Portfolio
Select Balanced
Portfolio

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

Smith Barney Concert Allocation Series Inc.
(the "Concert Series" or the "fund") currently offers
eleven investment portfolios, five of which are described
in this Statement of Additional Information
("SAI") (individually, a "portfolio" and collectively,
the "Select Portfolios.") This SAI expands
upon and supplements the information contained
in the current prospectus dated June 1, 1999 for the
Select Portfolios, as amended or supplemented from
time to time, and should be read in conjunction
therewith.

Each portfolio seeks to achieve its objective by investing in a
number of open-end management
investment companies or series
thereof ("underlying funds") for which Salomon Smith Barney Inc.
("Salomon Smith Barney") now or in the future acts as
principal underwriter or for which Salomon Smith
Barney, SSBC Fund Management Inc. ("SSBC")
(formerly Mutual Management Corp.) or Travelers Investment
Management Company ("TIMCO") now or in the future
acts as investment adviser. The prospectus
may be obtained from designated insurance companies
offering separate accounts ("separate accounts")
which fund certain variable annuity and
variable life insurance contracts
(each, a "contract") and qualified pension and
retirement plans or by writing or
calling the Concert Series at
the address or telephone
number listed above. This SAI,
although not in itself a prospectus, is
incorporated by reference into
the prospectus in its entirety.

CONTENTS Page
Directors and Executive Officers of Concert Series 2
Investment Objectives and Management Policies 4
Additional Risk Factors 21
Investment Restrictions 25
Portfolio Turnover 27
Purchase of Shares 27
Redemption of Shares 28
Taxes 28
Performance 30
Valuation of Shares 31
Investment Management and Other Services 31
Additional Information About the Portfolios 32
Financial Statements 34
Appendix - Ratings of Debt Obligations A-1

WHY INVEST IN THE CONCERT SERIES

Each of the portfolios invests in a select
group of underlying funds suited to the portfolio's
particular investment objective. The allocation
of assets among underlying funds within each portfolio
is determined by the portfolios' manager,
Travelers Investment Adviser, Inc. ("TIA" or the
"Manager") according to fundamental and
quantitative analysis. Because the
assets will be adjusted
only periodically and only within
pre-determined ranges that will attempt to
ensure broad
diversification, there should not be
any sudden large-scale changes in the
allocation of a portfolio's
investments among underlying funds.
The Concert Series is not designed
as a market timing vehicle,
but rather as a simple and conservative
approach to helping investors meet retirement
and other long-term goals.

DIRECTORS AND EXECUTIVE OFFICERS OF THE CONCERT SERIES

Overall responsibility for management
and supervision of the fund rests with the fund's Board of
Directors. The Directors approve all significant
agreements between the portfolios and the companies
that furnish services to the portfolios,
including agreements with the portfolios' distributor,
investment adviser, custodian and
transfer agent. The day-to-day operations of
the portfolios are
delegated to TIA.

The names of the Directors and
executive officers of the Concert Series, together with information as
to their principal business occupations
during the past five years, are
shown below. Each Director
who is an "interested person" of the
Concert Series, as defined in the Investment Company Act of 1940,
as amended (the "1940 Act"), is indicated by an asterisk.

Walter E. Auch, Director (Age 78). Consultant to
companies in the financial services industry;
Director of PIMCO Advisers L.P.;
Brinson Partners; Nicholas-Applegate
(each a registered investment
adviser); Legend Properties,
a real estate management company; Banyan Realty Trust; Banyan Land
Fund II; Geotek Communications Inc.,
an international wireless communications company. His address is
6001 N. 62nd Place, Paradise Valley, Arizona 85253.

Martin Brody, Director (Age 77). Consultant,
HMK Associates; Retired Vice Chairman of the Board
of Restaurant Associates Industries, Inc.
His address is c/o HMK Associates, 30 Columbia Turnpike,
Florham Park, New Jersey 07932.

H. John Ellis, Jr., Director (Age 72). Retired.
His address is 858 East Crystal Downs Drive,
Frankfort, Michigan 49635.

Stephen E. Kaufman, Director (Age 67). Attorney.
His address is 277 Park Avenue, New York, New
York 10172.

Armon E. Kamesar, Director (Age 72).
Chairman of TEC, an international
organization of Chief Executive Officers; Trustee,
U.S. Bankruptcy Court.
His address is 7328 Country Club Drive, La Jolla,
California 92037.

*Heath B. McLendon, Chairman of the Board (Age 65).
Managing Director of Salomon Smith Barney
and President of SSBC Fund Management Inc. ("SSBC") and TIA.
Mr. McLendon also serves as Chairman or
Co-Chairman of ___ investment companies
associated with Citigroup Inc.
His address is 388 Greenwich
Street, New York, New York 10013.

Thomas Stiles II, Vice President and Investment Officer (Age 58).
Managing Director of Salomon Smith Barney. His address is 388 Greenwich
Street, New York, New York 10013.

The following table shows the compensation paid by Concert Series to each
incumbent Director for the fiscal year ended January 31, 1999:

[to be updated]

Name
Aggregate
Compensation from
Concert
Series

Pension or
Retirement
Benefits
Accrued as
Expense
of Concert
Series

Total
Compensation
From
Fund
Complex**

Total
Number
of Funds
Served in
Complex

Heath B. McLendon*
None
None
None
[ __ ]

Walter Auch
$14,950
None
$ 43,400
2

Martin Brody
12,950
None
119,814
19

H. John Ellis
14,950
None
41,200
2

Armon E. Kamesar
14,950
None
43,300
2

Stephen E. Kaufman
14,950
None
91,964
13

* Designates "interested director" of Concert Series.
** As of December 31, 1998.

INVESTMENT OBJECTIVES, MANAGEMENT POLICIES AND RISK FACTORS

EQUITY SECURITIES

FIXED-INCOME SECURITIES

INVESTMENT PRACTICES

In attempting to achieve its investment objective, an underlying fund
may employ, among others, the following portfolio strategies.

DERIVATIVE TRANSACTIONS

ADDITIONAL RISK FACTORS

INVESTMENT RESTRICTIONS

The investment policies adopted by the Concert Series prohibit a portfolio from:

5. Issuing "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.

The portfolios have also adopted certain nonfundamental investment
restrictions that may be changed by
the portfolios' Board of Directors at any time.
Accordingly the portfolios are prohibited from:

1. Purchasing securities on margin.

2. Making short sales of securities or maintaining a short position.

3. Pledging, hypothecating, mortgaging or otherwise encumbering more
than 33-1/3% of the value of a portfolio's total assets.

4. Investing in oil, gas or other mineral exploration or development programs.

5. Writing or selling puts, calls, straddles, spreads or combinations thereof.

6. Purchasing restricted securities, illiquid securities
(such as repurchase agreements with maturities in excess of seven days)
or other securities that are not readily marketable.

8. Making investments for the purpose of exercising control or management.

Under Section l2d(l)(G) of the 1940 Act, each portfolio may invest
substantially all of its assets in the underlying funds.

PORTFOLIO TURNOVER

PURCHASE OF SHARES

The Concert Series offers it shares of
capital stock on a continuous basis. Shares of the Select
Portfolios can only be acquired by buying
a contract from an insurance company designated by Concert
Series and directing the allocation
of part or all of the net purchase payment to one or more of five
subaccounts (the "Subaccounts"),
each of which invests in a Select
Portfolio as permitted under the
contract prospectus. Investors should read
this SAI and the prospectus for the Select Portfolios
dated May 30, 1999 along with the contract prospectus.

Sales Charges and Surrender Charges

The Concert Series Select Portfolios do not
assess any sales charge, either when it sells or when it
redeems shares of a portfolio. Surrender
charges may be assessed under the contract, as described in
the contract prospectus.
Mortality and expense risk fees and
other charges are also described in that prospectus.

REDEMPTION OF SHARES

The Concert Series will redeem the shares
of the Select Portfolios presented by the subaccounts, its
sole shareholders, for redemption. T
he subaccounts' policy on when or whether to buy or redeem
portfolio shares is described in the contract prospectus.

Payment upon redemption of shares of a
portfolio is normally made within three days of receipt of such
request. The right of redemption of
shares of a portfolio may be suspended or the date of payment
postponed (a) for any periods during
which the New York Stock Exchange, Inc. ("NYSE")
is closed (other than for customary
weekend and holiday closings), (b)
when trading in the markets the portfolio
customarily utilizes is restricted, or
an emergency, as defined by the rules and regulations of the
SEC, exists, making disposal of the
portfolio's investments or determination of its net asset value
not reasonably practicable, or (c)
for such other periods as the
SEC by order may permit for the
protection of the portfolio's shareholders.

Should the redemption of shares of a
portfolio be suspended or postponed, the Concert Series' Board of
Directors may make a deduction from
the value of the assets of the
portfolio to cover the cost of
future liquidations of assets so as
to distribute fairly these costs among all owners of the contract.

TAXES

General. The following is a
summary of certain federal income tax
considerations that may affect the
Concert Series and its shareholders.
The discussion relates only to Federal income tax law as
applicable to U.S. citizens.
Distributions by the portfolio
also may be subject to state, local and
foreign taxes, and their treatment under
state, local and foreign income tax laws may
differ from the
Federal income tax treatment. The summary
is not intended as a substitute for individual tax advice,
and investors are urged to consult
their tax advisors as to the tax consequences of an investment in
any portfolio of the Concert Series.

Tax Status of the Portfolios

Each portfolio will be treated as a
separate taxable entity for Federal income tax purposes.

Each portfolio intends to qualify
separately each year as a
"regulated investment company" under the
Code. A qualified portfolio will not
be liable for Federal income taxes to the extent that its
taxable net investment income and
net realized capital gains are
distributed to its shareholders,
provided that each portfolio distributes
at least 90% of the sum of its net investment income and any
excess of its net short-term capital gain
over its net long-term capital loss.

Each portfolio intends to accrue
dividend income for Federal income tax purposes in accordance with
the rules applicable to regulated
investment companies. In some cases, these rules may have the
effect of accelerating (in comparison
to other recipients of the dividend) the time at which the
dividend is taken into account by a
portfolio as taxable income.

Each Select Portfolio intends at
least annually to declare and make
distributions of substantially all
of its taxable income and net taxable
capital gains to its shareowners (i.e., the Separate Accounts).
Such distributions are automatically
reinvested in additional shares of the
portfolio at net asset
value and are includable in gross income
of the separate accounts holding such shares. See the
accompanying contract prospectus for
information regarding the federal income
tax treatment of
distributions to the separate accounts
and to holders of the contracts.

Distributions of an underlying fund's
investment company taxable income are taxable as ordinary income
to a portfolio which invests in the fund.
Distributions of the excess of an underlying fund's net
long-term capital gain over its net
short-term capital loss, which are
properly designated as "capital
gain dividends," are taxable as
long-term capital gain to a
portfolio which invests in the fund,
regardless of how long the portfolio
held the fund's shares, and are not eligible for the corporate
dividends-received deduction. Upon the
sale or other disposition by a
portfolio of shares of any
underlying fund, the portfolio
generally will realize a capital
gain or loss which will be long-term
or short-term, generally depending upon
the portfolio's holding period for the shares.

Tax treatment of shareholders. The Concert Series
has been informed that certain of the life
insurance companies offering contracts intend
to qualify each of the subaccounts as a "segregated
asset account" within the meaning of the Code.
For a subaccount to qualify as a segregated asset
account, the Select Portfolio in which
such subaccount hold shares must
meet the diversification
requirements of Section 817(h) of
the Code and the regulations
promulgated thereunder. To meet those
requirements, a Select Portfolio
generally may not invest more than
certain specified percentages of
its assets in the securities of any
ne, two, three or four issuers. For these purposes, all
obligations of the United States
reasury and each governmental instrumentality are treated as
securities of separate issuers.

Income on assets of a subaccount
qualified as a segregated asset account
whose underlying investments
are adequately diversified will
not be taxable to contract owners. However, in the event a subaccount
is not so qualified, all annuities
allocating any amount of premiums
to such subaccount will not
qualify as annuities for federal
income tax purposes and the holders of such annuities would be taxed
on any income on the annuities for any taxable year.

The Concert Series has undertaken to
meet the diversification requirements
of Section 817(h) of the
Code. This undertaking may limit the
ability of a particular Select Portfolio to make certain
otherwise permitted investments.

PERFORMANCE

Yield

A portfolio's 30-day yield figure described below is calculated according to
a formula prescribed by the SEC.
The formula can be expressed as follows:
YIELD = 2[( [(a-b/(c*d))/l] + 1)6 - 1], where

Average Annual Total Return

"Average annual total return" figures, as described below, are computed
according to a formula prescribed by the SEC. The formula can be expressed
as follows: P(l+T)/n = ERV, where:

Each portfolio's average annual total return with respect to its
shares for the one-year period and for the life
of such portfolio's shares through January 31, 1999 is as follows:

One Year Since Inception Inception Date

High Growth 2/5/97

Growth 2/5/97

Balanced 2/5/97

Conservative 2/5/97

Income 2/5/97

Underlying Fund

Net Assets
of all
Classes as
of December
31, 1998
($000's)

Inception Date

Class
Average Annual Total
Returns through December
31, 1998

One Year
Five Years
Ten Years

30-Day
Yield for
period
ended
December
31, 1998

Smith Barney Aggressive Growth Fund Inc.

10/27/83
A

Smith Barney Appreciation Fund Inc.

03/10/70
A

Smith Barney Equity Funds:
Smith Barney Large Cap Blend Fund

11/06/92

Smith Barney Fundamental Value Fund Inc.

11/12/81
A

Smith Barney Funds, Inc.:
Large Cap Value Fund
Short-Term High Grade Bond Fund

01/01/72
11/11/91

A
A

Smith Barney Income Funds:
Smith Barney High Income Fund
Smith Barney Balanced Fund
Smith Barney Premium Total Return Fund
Smith Barney Convertible Fund
Smith Barney Diversified Strategic Income Fund

09/02/86
03/28/88
09/16/85
09/02/86
12/28/89

B
B
B
B
B

06/30/95
12/19/97
12/19/97
06/30/95

03/20/84
01/04/82

A
A
A
A

B
B

Smith Barney Investment Trust
Smith Barney Large Capitialization Growth Fund
Smith Barney Mid Cap Blend Fund

08/29/97

Smith Barney Managed Governments Fund Inc.

09/04/84
A

Smith Barney Natural Resources Fund Inc.

12/24/86
A

Smith Barney Small Cap Blend Fund, Inc.

01/23/90
A

Smith Barney World Funds, Inc.:
International Equity Portfolio
European Portfolio
Pacific Portfolio
Emerging Markets Portfolio
International Balanced Portfolio
Global Government Bond Portfolio

02/18/86
02/07/94
02/07/94
05/12/95
08/25/94
07/22/91

A
A
A
A
A
A

For the seven-day period ended December 31,1998, the yield for the
Cash Portfolio of Smith Barney Money Funds, Inc. was _____% and
the effective yield was ______.

Underlying Fund
Expense Ratio

Smith Barney Income Funds:
Smith Barney High Income Fund
Smith Barney Balanced Fund
Smith Barney Premium Total Return Fund
Smith Barney Convertible Fund
Smith Barney Diversified Strategic Income Fund

0.73
0.67
0.76
0.85
0.70

1.10
1.35
1.45
0.90
0.80
0.58
0.69

Smith Barney Investment Trust
Smith Barney Large Capitialization Growth Fund
Smith Barney Mid Cap Blend Fund

0.82
0.68

Smith Barney Managed Governments Fund Inc.
0.43

Smith Barney Natural Resources Fund Inc.
1.26

Smith Barney Small Cap Blend Fund, Inc.
1.11

Smith Barney World Funds, Inc.:
International Equity Portfolio
European Portfolio
Pacific Portfolio
Emerging Markets Portfolio
International Balanced Portfolio
Global Government Bond Portfolio

0.94
1.86
1.55
3.12
1.24
0.89

VALUATION OF SHARES

INVESTMENT MANAGEMENT AND OTHER SERVICES

Investment Manager

TIA acts as investment manager to each
portfolio pursuant to separate asset allocation and
administration agreements
(the "Asset Allocation and Administration Agreements").
TIA is a wholly
owned subsidiary of Salomon Smith Barney Holdings Inc.
("Holdings") and Holdings is a wholly owned
subsidiary of Citigroup Inc. ("Citigroup").

Pursuant to the Asset Allocation and
Administration Agreements, TIA will determine how each
portfolio's assets will be invested in
the underlying funds and in repurchase agreements pursuant to
the investment objectives and policies
of each portfolio set forth in
the prospectus and make
recommendations to the Board of
Directors concerning changes to
(a) the underlying funds in which the
portfolios may invest, (b) the
percentage range of assets that
may be invested by each portfolio in
any one underlying fund and (c) the
percentage range of assets of any
portfolio that may be invested
in equity funds and fixed income
funds (including money market funds).
In addition to such services,
TIA pays the salaries of all officers
and employees who are employed by
both it and the Concert
Series, maintains office facilities
for the Concert Series, furnishes
the Concert Series with
statistical and research data,
clerical help and accounting,
data processing, bookkeeping, internal
auditing and legal services and
certain other services required
by the Concert Series and each
portfolio, prepares reports to each
portfolio's shareholders and
prepares tax returns, reports to and
filings with the Securities and
Exchange Commission (the "SEC")
and state Blue Sky authorities. TIA
provides investment advisory and
management services to investment
companies affiliated with Salomon
Smith Barney.

The management fee for each portfolio
is calculated at the annual
rate of 0.35% of that portfolio's
average daily net assets.
Under the Asset Allocation and
Administration Agreements, TIA
has agreed to
bear all expenses incurred in the
operation of each portfolio other
than the management fee and
extraordinary expenses. Such
expenses include taxes, interest,
brokerage fees and commissions, if
any; fees of Directors who are not
officers, directors, shareholders
or employees of Salomon Smith
Barney or TIA; SEC fees and state
Blue Sky qualification fees;
charges of custodians; transfer and
dividend disbursing agent's fees;
certain insurance premiums;
outside auditing and legal expenses;
costs of maintenance of corporate
existence; investor services
(including allocated telephone and
personnel expenses); and costs of
preparation and printing of the
prospectus for regulatory purposes
and for distribution to existing
shareholders; cost of shareholders'
reports and shareholder meetings
and meetings of the officers or
Board of Directors of the Concert Series.

For the fiscal year ended
January 31, 1999 and the fiscal period
ended January 31, 1998, the
management fees for each portfolio were as follows:

Portfolio
1999

1998
Select High
Growth
Select Growth
Select Balanced
Select
Conservative
Select Income

$37,387
58,327
62,481
13,941
5,866

Decisions to buy and sell shares of
the underlying funds for the portfolios are made by TIA, subject
to the overall supervision and review
of the portfolios' Board of Directors.

Each portfolio, as a shareholder in
the underlying funds, will indirectly
bear its proportionate share
of any investment management fees
and other expenses paid by the
underlying funds. The effective
management fee of each of the
underlying funds in which the portfolios
may invest is set forth below
as a percentage rate of the fund's
average net assets:

Underlying Fund
Management Fees

Smith Barney Aggressive Growth Fund Inc.
0.80%

Smith Barney Appreciation Fund Inc.
0.59

Smith Barney Equity Funds:
Smith Barney Large Cap Blend Fund

0.65

Smith Barney Fundamental Value Fund Inc.
0.75

Smith Barney Funds, Inc.:
Large Cap Value Fund
Short-Term High Grade Bond Fund

0.58
0.45

Smith Barney Income Funds:
Smith Barney High Income Fund
Smith Barney Balanced Fund
Smith Barney Premium Total Return Fund
Smith Barney Convertible Fund
Smith Barney Diversified Strategic Income Fund

0.70
0.65
0.75
0.70
0.65

1.00
1.05
0.95
0.85
0.75
0.55
0.65

Smith Barney Investment Trust
Smith Barney Large Capitialization Growth Fund
Smith Barney Mid Cap Blend Fund

0.75
0.65

Smith Barney Managed Governments Fund Inc.
0.38

Smith Barney Natural Resources Fund Inc.
0.75

Smith Barney Small Cap Blend Fund, Inc.
0.65

Smith Barney World Funds, Inc.:
International Equity Portfolio
European Portfolio
Pacific Portfolio
Emerging Markets Portfolio
International Balanced Portfolio
Global Government Bond Portfolio

0.85
0.85
0.85
1.00
0.85
0.75

ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS

changed its name to Smith
Barney Concert Allocation Series Inc.
The Concert Series has authorized capital of 6,100,000,000
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.

Custodian. Portfolio securities and
cash owned by the Concert Series are
held in the custody of PNC
Bank, National Association, 17th and Chestnut Streets,
Philadelphia, Pennsylvania 19103.

Auditors. KPMG LLP, 345 Park Avenue,
New York, New York 10154, has been selected as independent
auditors for the Concert Series for
its fiscal year ending
January 31, 2000 to examine and report on
the Concert Series' financial statements and highlights.

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

Voting. The Concert Series offers shares
of the Select High Growth, Select Growth, Select Balance,
Select Conservative and Select Income Portfolios
only for purchase by insurance company separate
accounts. Thus, the insurance
company is technically the shareholder
of these portfolios, and under
the 1940 Act, is deemed to be in control
of these portfolios. Nevertheless, with respect to any
Concert Series shareholder meeting,
an insurance company will solicit and accept timely voting
instructions from its contract owners
who own units in a separate account investment division which
corresponds to shares in the Select Portfolios
in accordance with the procedures set forth in the
accompanying prospectus of the applicable contract
issued by the insurance company and to the extent
required by law. Shares of the
Concert Series attributable to
contract owner interests for which no
voting instructions are received
will be voted by an insurance company in
proportion to the shares for
which voting instructions are received.

Each share of a portfolio represents an
equal proportionate interest in
that portfolio with each other
share of the same portfolio and
is entitled to such dividends and
distributions out of the net income
of that portfolio as are declared in
the discretion of the Directors.
Shareowners are entitled to one
vote for each share held and
will vote by individual
portfolio except to the extent required by the
1940 Act. The Concert Series
is not required to hold annual shareowner meetings, although special
meetings may be called for
Concert Series as a whole, or
a specific portfolio,
for purposes such as
electing or removing Directors,
changing fundamental policies or
approving a management contract.
Shareowners may cause a meeting of
shareowners to be held
upon a vote of 10% of the portfolio's
outstanding shares for the
purposes of voting on the removal of Directors.

As used in the prospectus and this SAI,
a "vote of a majority of the outstanding voting securities"
means the affirmative vote of
the lesser of (a) more than 50% of
the outstanding shares of the Concert
Series (or the affected portfolio ) or
(b) 67% or more of such
shares present at a meeting if more
than 50% of the outstanding
shares of the Concert Series
(or the affected portfolio) are represented
at the meeting in person
or by proxy. A portfolio shall be
deemed to be affected by a matter unless
it is clear that the interests of
each portfolio in the matter
are identical or that the matter does
not affect any interest
of the portfolio. The approval of a
management agreement, a distribution
agreement or any change in a fundamental
investment policy would be
effectively acted upon with
respect to a portfolio only if
approved by a "vote of a majority of
the outstanding voting securities"
of the portfolio affected by the matter;
however, the ratification of
independent accountants and the
election of directors are not subject to
separate voting requirements and may be effectively acted
upon by a vote of the holders of
a majority of all Concert Series shares voting without regard to
portfolio.

In the event of the liquidation or
dissolution of the Concert Series,
shareholders of a portfolio are
entitled to receive the assets
belonging to that portfolio that
are available for distribution and a
proportionate distribution, based
upon the relative net assets of
the respective portfolios, of any
general assets not belonging to
any particular portfolio that are
available for distribution.

As of [May 15] 1999, to the knowledge of
the fund and the Board of Directors,
no single shareholder 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 with the exception of the following:

Portfolio

Shareholder Name

Shareholder
Address
Number of
Shares

Percent
Select High
Growth

Select Growth

Select
Balanced

Select Income

Select
Conservative

FINANCIAL STATEMENTS

The Concert Series' Annual Report for the
fiscal year ended January 31, 1999 is incorporated herein by
reference in its entirety.
It was filed with the Securities and Exchange Commission
on March __, 1999
(Accession Number __________).
A copy of the report is furnished with this Statement of Additional
Information.

APPENDIX - RATINGS OF DEBT OBLIGATIONS

BOND (AND NOTE) RATINGS

Moody's Investors Services, Inc.

Caa - Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be
present elements of danger with respect to principal or interest

Ca - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such
issues are often in default or have other marked shortcomings.

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

Standard & Poor's Corporation

AAA - Debt rated "AAA" has the highest rating assigned by
Standard & Poors. Capacity to pay interest
and repay principal is extremely strong.

AA - Debt rated "AA" has a very strong
capacity to pay interest and repay principal and differs from
the highest rated issues only in small degree.

Plus (+) or Minus (-): The ratings from 'AA' to 'B' may be modified by the
addition of a plus or minus
to show relative standing within the major rating categories.

+ Continuance of the rating is contingent upon S&P's receipt of closing
documentation confirming investments and cash flow.

* Continuance of the rating is contingent upon S&P's receipt of an
executed copy of the escrow agreement.

NR Indicates no rating has been requested, that there is insufficient
information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.

COMMERCIAL PAPER RATINGS

Moody's Investors Service, Inc.

Standard & Poor's Corporation

A-2 - Capacity for timely payment on issues with this designation is strong.
However, the relative
degree of safety is not as high as for issues designated A-1.

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 23. Exhibits

(a)(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").

(a)(2) 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").

(b) Restated By-Laws of the Registrant is incorporated by reference to
the Registration Statement.

(c)(1) 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.

(c)(2) 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)(3) 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.

(c)(4) 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.

(c)(5)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.

(c)(6) 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").

(c)(7) 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.

(c)(8) 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.

(c)(9)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.

(c)(10)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.

(c)(11)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.

(c)(12)Registrant's form of stock certificate for Class Z shares of the
Growth Portfolio is incorporated by reference to Post-Effective Amendment No.
5.

(c)(13) Registrant's form of stock certificate for Class Z shares of the
Balanced Portolio is incorporated by reference to Post-Effective Amendment No.
5.

(c)(14) Registrant's form of stock certificate for Class Z shares of the
Conservative Portfolio is incorporated by reference to Post-Effective
Amendment No. 5.

(c)(15) Registrant's form of stock certificate for Class Z shares of the
Income Portfolio is incorporated by reference to Post-Effective Amendment No.
5.

(c)(16) Registrant's form of stock certificate for Class A, B, C and Y
shares of the Global Portfolio will be filed by amendment.

(d)(1) 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

(d)(2) 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

(e)(1) Form of the Distribution Agreement between the Registrant and
Smith Barney Inc. is incorporated by reference to the Registration Statement.

(e)(2) Form of the Distribution Agreement between the Registrant and PFS
Distributors, Inc. is incorporated by reference to the Registration Statement.

(e)(3) 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.

(f) Inapplicable.

(g) Form of Custodian Agreement between the Registrant and PNC Bank,
National Association is incorporated by reference to the Registration
Statement.

(h)(1) Form of Transfer Agency and Service Agreement between the
Registrant and The Shareholder Services Group, Inc. is incorporated by
reference to the Registration Statement.

(h)(2) Form of Sub-Transfer Agency Agreement between the Registrant and
PFS Shareholders Services is incorporated by reference to the Registration
Statement.

(i) 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.

(j) Consent of Independent Public Accountants is to be filed by amendment.

(k) Inapplicable.

(l) Form of Purchase Agreement between the Registrant and the
Purchaser of the initial shares is incorporated by reference to the
Registration Statement.

(m)(1) Form of Service and Distribution Plan pursuant to Rule 12b-1
is incorporated by reference to the Registration Statement.

(n) Financial Data Schedules to be filed by amendment.

(o)(1) 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 24. Persons Controlled by or Under Common Control with Registrant.

None.

Item 25. Indemnification. The response to this item is
incorporated by reference to the Registrant Statement filed with the
SEC on January 23, 1996.

Item 26. Business or Other Connections of Investment Advisers.

Investment Adviser - SSBC Fund Management Inc. ("SSBC"),
formerly known as Mutual Management Corp.

SSBC was incorporated in December 1968 under the laws of the State of
Delaware. SSBC is a wholly owned subsidiary of Salomon
Smith Barney Holdings Inc., which in
turn is a wholly owned subsidiary of Citigroup Inc. ("Citigroup").
SSBC is registered as an
investment adviser under the Investment Advisers Act of 1940 (the "Advisers
Act").

The list required by this Item 26 of officers and directors of SSBC
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 SSBC 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
Citigroup. TIA is registered as an investment adviser under the Advisers Act.

The list required by this Item 26 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 27. Principal Underwriters.
(a) CFBDS, Inc., ("CFBDS") the Registrant's Distributor, is also the
distributor for the following Smith Barney funds: Concert Investment Series,
Consulting Group Capital Markets Funds, Greenwich Street Series Fund,
Smith Barney Adjustable Rate Government Income
Fund, Smith Barney Aggressive Growth Fund Inc., Smith Barney
Appreciation Fund Inc., Smith Barney Arizona Municipals Fund Inc.,
Smith Barney California Municipals Fund Inc.,
Smith Barney Equity Funds, Smith Barney Fundamental Value Fund Inc.,
Smith Barney Funds, Inc., Smith Barney Income Funds,
Smith Barney Institutional Cash Management Fund, Inc.,
Smith Barney Investment Funds Inc., Smith Barney Investment Trust,
Smith Barney Managed Governments Fund Inc., Smith Barney Managed
Municipals Fund Inc., Smith Barney Massachusetts Municipals Fund,
Smith Barney Money Funds, Inc., Smith Barney Muni Funds,
Smith Barney Municipal Money Market Fund, Inc.,
Smith Barney Natural Resources Fund Inc.,
Smith Barney New Jersey Municipals Fund Inc.,
Smith Barney Oregon Municipals Fund Inc., Smith Barney Principal Return Fund,
Smith Barney Small Cap Blend Fund, Inc.,
Smith Barney Telecommunications Trust, Smith Barney Variable Account Funds,
Smith Barney World Funds, Inc., Travelers Series Fund Inc., and
various series of unit investment trusts.

CFBDS also serves as the distributor for the following funds: The
Travelers Fund UL for Variable Annuities, The Travelers Fund VA for
Variable Annuities, The Travelers Fund BD for Variable Annuities, The
Travelers Fund BD II for Variable Annuities, The Travelers Fund BD
III for Variable Annuities, The Travelers Fund BD IV for Variable
Annuities, The Travelers Fund ABD for Variable Annuities, The
Travelers Fund ABD II for Variable Annuities, The Travelers Separate
Account PF for Variable Annuities, The Travelers Separate Account PF
II for Variable Annuities, The Travelers Separate Account QP for
Variable Annuities, The Travelers Separate Account TM for Variable
Annuities, The Travelers Separate Account TM II for Variable
Annuities, The Travelers Separate Account Five for Variable
Annuities, The Travelers Separate Account Six for Variable Annuities,
The Travelers Separate Account Seven for Variable Annuities, The
Travelers Separate Account Eight for Variable Annuities, The
Travelers Fund UL for Variable Annuities, The Travelers Fund UL II
for Variable Annuities, The Travelers Variable Life Insurance
Separate Account One, The Travelers Variable Life Insurance Separate
Account Two, The Travelers Variable Life Insurance Separate Account
Three, The Travelers Variable Life Insurance Separate Account Four,
The Travelers Separate Account MGA, The Travelers Separate Account
MGA II, The Travelers Growth and Income Stock Account for Variable
Annuities, The Travelers Quality Bond Account for Variable Annuities,
The Travelers Money Market Account for Variable Annuities, The
Travelers Timed Growth and Income Stock Account for Variable
Annuities, The Travelers Timed Short-Term Bond Account for Variable
Annuities, The Travelers Timed Aggressive Stock Account for Variable
Annuities, The Travelers Timed Bond Account for Variable Annuities.

In addition, CFBDS, the Registrant's Distributor, is also the
distributor for CitiFunds Multi-State Tax Free Trust, CitiFunds
Premium Trust, CitiFunds Institutional Trust, CitiFunds Tax Free
Reserves, CitiFunds Trust I, CitiFunds Trust II, CitiFunds Trust III,
CitiFunds International Trust, CitiFunds Fixed Income Trust,
CitiSelect VIP Folio 200, CitiSelect VIP Folio 300, CitiSelect VIP
Folio 400, CitiSelect VIP Folio 500, CitiFunds Small Cap Growth VIP
Portfolio. CFBDS is also the placement agent for Large Cap Value
Portfolio, Small Cap Value Portfolio, International Portfolio,
Foreign Bond Portfolio, Intermediate Income Portfolio, Short-Term
Portfolio, Growth & Income Portfolio, U.S. Fixed Income Portfolio,
Large Cap Growth Portfolio, Small Cap Growth Portfolio, International
Equity Portfolio, Balanced Portfolio, Government Income Portfolio,
Tax Free Reserves Portfolio, Cash Reserves Portfolio and U.S.
Treasury Reserves Portfolio.

In addition, CFBDS is also the distributor for the following Salomon
Brothers funds: Salomon Brothers Opportunity Fund Inc., Salomon
Brothers Investors Fund Inc., Salomon Brothers Capital Fund Inc.,
Salomon Brothers Series Funds Inc., Salomon Brothers Institutional
Series Funds Inc., Salomon Brothers Variable Series Funds Inc.

In addition, CFBDS is also the distributor for the Centurion Funds,
Inc.

(b) The information required by this Item 27 with respect to each
director and officer of CFBDS is incorporated by reference to
Schedule A of Form BD filed by CFBDS pursuant to the Securities and
Exchange Act of 1934 (File No. 8-32417).

Item 28. 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 Salomon 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. Records relating
to the duties of the Registrant's sub-transfer agent are maintained by
PFS Shareholder Services, 3100 Breckinridge Blvd., Bldg. 200,
Duluth, Georgia. Records relating to the duties of the Registrant's
distributor are maintained by CFBDS, Inc., 21 Milk Street,
Boston, Massachusetts.

Item 29. Management Services.

Inapplicable.

Item 30. Undertakings.

Inapplicable

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to its Registration Statement to be signed on its
behalf by the undersigned, and where applicable, the true and
lawful attorney-in-fact, thereto duly authorized, in the City of New York
and State of New York on the 1st day of April 1999.

By:/s/ Heath B. McLendon
Heath B. McLendon
Chairman of the Board of Directors

Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below
by the following persons in the capacities and on the date indicated.

Signatures Title Date

/s/ Heath B. McLendon Director, and
(Heath B. McLendon) Chief Executive Officer 4/1/99

Signature

Title
Date

/s/ Heath B. McLendon Director; Chairman 4/1/99
Heath B. McLendon of the Board

/s/ Lewis E. Daidone Senior Vice President; 4/1/99
Lewis E. Daidone Treasurer
(Principal
Accounting Officer)

/s/ Walter E. Auch* Director 4/1/99
Walter E. Auch

/s/ Martin Brody* Director 4/1/99
Martin Brody

/s/ H. John Ellis* Director 4/1/99
H. John Ellis

/s/ Stephen E. Kaufman* Director 4/1/99
Stephen E. Kaufman

/s/ Armon E. Kamesar* Director 4/1/99
Armon E. Kamesar

* 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