SMITH BARNEY MANAGED GROWTH FUND
Supplement dated October 3, 1995 to Prospectus
dated May 1, 1995
As noted on page 10 of the prospectus, the Fund seeks
to invest primarily in common stocks which are currently
price depressed, undervalued or out of favor. In
analyzing these securities, the Manager follows a
"contrarian" style of investing which emphasizes stock
selection rather than broad market or economic
considerations. In particular markets, this may result in
limited securities to purchase by the Fund. As of October
3, 1995 the Fund is 58.5% invested in securities meeting
these standards. The manager continues to carefully and
consistently invest the Fund's assets towards the goal of
building a high-quality, long-term portfolio which follows a
disciplined and proven contrarian investment philosophy.
Smith Barney, the Fund's underwriter, has determined
to commence a limited continuous offering of shares to the
public to accommodate investors who were unable to acquire
shares as part of the original offering. This offering
period will commence on Tuesday October 3, 1995, and
continue through Thursday October 5, 1995. Thereafter,
until further notice the Fund will suspend the offering of
shares to the public.
FD 01034
