<PAGE>
SB Smith Barney
MF Mutual Funds
PROSPECTUS
Concert
Peachtree
Growth Fund
Class A and B Shares
-------------------------------------------
March 13, 2000
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>
Concert Peachtree Growth Fund
Contents
<TABLE>
<S> <C>
Investments, risks and performance.......................................... 2
More on the fund's investments.............................................. 6
Management.................................................................. 7
Choosing a class of shares to buy........................................... 8
Comparing the fund's classes................................................ 9
Sales charges............................................................... 10
More about deferred sales charges........................................... 12
Buying shares............................................................... 13
Exchanging shares........................................................... 14
Redeeming shares............................................................ 15
Other things to know
about share transactions.................................................... 17
Dividends, distributions and taxes.......................................... 18
Share price................................................................. 19
Financial Highlights........................................................ 19
</TABLE>
You should know: An investment in the fund is not a bank deposit and is not
insured or guaranteed by the FDIC or any other government agency.
Smith Barney Mutual Funds
1
<PAGE>
Investments, risks and performance
Investment objective
The fund seeks capital appreciation.
Principal investment strategies
Key investments The fund invests primarily in common stocks of companies with
medium and large market capitalizations.
To a lesser extent, the fund also may invest in common stocks of companies with
small market capitalizations and other equity securities, including exchange
traded and over-the-counter common stocks and preferred shares, debt securities
convertible into equity securities, and warrants and rights relating to equity
securities.
Selection process The manager emphasizes individual security selection, while
diversifying across industries and sectors. The manager uses a disciplined man-
agement style involving both quantitative analysis and fundamental research.
The manager uses a computer-aided quantitative model supported by its own fun-
damental qualitative research. In selecting individual securities for invest-
ment, the manager looks for the following:
.Above average potential for capital appreciation
.Strong, sustainable earnings growth
.Stocks of companies in cyclical industries that the manager believes are tem-
porarily depressed
.Experienced and effective management
.Effective research, product development and marketing
.Competitive advantages
Concert Peachtree Growth Fund
2
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Principal risks of investing in the fund
Investors could lose money on their investment in the fund, or the fund may not
perform as well as other investments, if:
.The stock market declines
.Companies with medium and large market capitalizations fall out of favor with
investors
.Companies in which the fund invests fail to meet earnings expectations, or
other events depress their stock prices
.The manager's judgment about the attractiveness, value or potential apprecia-
tion of a particular stock proves to be incorrect
Who may want to invest The fund may be an appropriate investment if you:
.Are seeking to participate in the long-term capital appreciation potential of
the stock market
.Are planning for a long-term goal, and are willing to accept periods of market
volatility
.Are willing to accept the risks of investing in the stock market
Smith Barney Mutual Funds
3
<PAGE>
Risk return bar chart
This bar chart indicates the risks of investing in the fund by showing changes
in the fund's performance from year to year. Past performance does not neces-
sarily indicate how the fund will perform in the future.
The bar chart shows the performance of the fund's Class A shares for each of
the past 4 years.* Class B shares would have different performance because of
their different expenses. The performance information in the chart does not
reflect sales charges, which would reduce your return.
Total Return for Class A Shares
96 13.96%
97 5.18%
98 33.13%
99 19.88%
Calendar years ended December 31
*The fund's current management team began managing the fund in August 1997.
Quarterly returns:
Highest: 29.90% in 4th quarter 1998; Lowest: (12.26%) in 3rd quarter 1998
Concert Peachtree Growth Fund
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Risk return table
This table indicates the risks of investing in the fund by comparing the aver-
age annual total return of each class for the periods shown with that of the
Russell 1000 Growth Index, a broad-based unmanaged index of large capitaliza-
tion growth oriented common stocks and the Standard & Poor's 500 Index, a
broad-based unmanaged index of 500 widely held common stocks. This table
assumes imposition of the maximum sales charge applicable to the class, redemp-
tion of shares at the end of the period, and reinvestment of distributions and
dividends.
Average Annual Total Returns
Calendar Years Ended December 31, 1999
<TABLE>
<CAPTION>
Class 1 year 5 years 10 years Since inception Inception Date
<S> <C> <C> <C> <C> <C>
A 13.90% n/a n/a 17.72% 07/03/95
B 13.88% n/a n/a 18.02% 07/03/95
Standard & Poor's 500
Index+ 21.03% n/a n/a 26.50% *
Russell 1000+ Growth
Index 33.16% n/a n/a 30.55% *
</TABLE>
*Index comparison begins on 07/03/95
+It is management's opinion that the Standard & Poor's 500 Index more accu-
rately reflects the current composition of the fund than the Russell 1000
Growth Index.
Fee table
This table sets forth the fees and expenses you will pay if you invest in fund
shares.
Shareholder fees
<TABLE>
<CAPTION>
(paid directly from your investment) Class A Class B
<S> <C> <C>
Maximum sales charge (load) imposed on purchases (as a % of
offering price) 5.00% None
Maximum deferred sales charge (load) (as a % of the lower of
net asset value at purchase or redemption) None* 5.00%
Annual fund operating expenses
<CAPTION>
(paid by the fund as a % of net assets)
<S> <C> <C>
Management fee 0.99% 0.99%
Distribution and service (12b-1) fee 0.25% 1.00%
Other expenses 0.20% 0.25%
----- -----
Total annual fund operating expenses 1.44% 2.24%
</TABLE>
*You may buy Class A shares in amounts of $500,000 or more at net asset value
(without an initial sales charge) but if you redeem those shares within 12
months of their purchase, you will pay a deferred sales charge of 1.00%.
Smith Barney Mutual Funds
5
<PAGE>
Example
This example helps you compare the costs of investing in the fund with the
costs of investing in other mutual funds. Your actual costs may be higher or
lower. The example assumes:
.You invest $10,000 in the fund for the period shown
.Your investment has a 5% return each year
.You reinvest all distributions and dividends without a sales charge
.The fund's operating expenses remain the same
Number of years you own your shares
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Class A
(with or without redemption) $639 $ 933 $1,248 $2,138
Class B
(redemption at end of period) $727 $1,000 $1,300 $2,377
Class B
(no redemption) $227 $ 700 $1,200 $2,377
</TABLE>
More on the fund's investments
Foreign securities The fund may invest in American Depository Receipts (ADRs)
and other securities quoted in U.S. dollars of foreign issuers, including those
in emerging markets. Because the fund may invest in securities of foreign
issuers, the fund carries additional risks. The value of your investment may
decline if the U.S. and/or foreign stock markets decline or an adverse event,
such as an unfavorable earnings report, depresses the value of a particular
company's stock. Prices of foreign securities may decline because of foreign
government actions, political instability or the more limited availability of
accurate information about foreign companies. These risks may be more severe
for securities of issuers in emerging markets.
Defensive investing The fund may depart from its principal investment strate-
gies in response to adverse market, economic or political conditions by taking
temporary defensive positions in all types of money market and short-term debt
securities. If the fund takes a temporary defensive position, it may be unable
to achieve its investment goal.
Concert Peachtree Growth Fund
6
<PAGE>
Management
Manager The fund's investment manager is SSB Citi Fund Management LLC (succes-
sor to SSBC Fund Management Inc.), an affiliate of Salomon Smith Barney Inc.
The manager's address is 388 Greenwich Street, New York, New York 10013. The
manager selects the fund's investments and oversees its operations. The manager
and Salomon Smith Barney are subsidiaries of Citigroup Inc. Citigroup busi-
nesses produce a broad range of financial services--asset management, banking
and consumer finance, credit and charge cards, insurance, investments, invest-
ment banking and trading--and use diverse channels to make them available to
consumer and corporate customers around the world.
Dennis A. Johnson, CFA, investment officer of the manager and president and
chief investment officer of Peachtree Asset Management, a division of the man-
ager, has been responsible for the management of the fund since August 1997.
Management fee For its services, the manager received a fee during the fund's
last fiscal year equal on an annual basis to 0.99% of the fund's average daily
net assets.
Distributor The fund has entered into an agreement with CFBDS, Inc. to distrib-
ute the fund's shares. Through a selling agreement, PFS Investments Inc. sells
fund shares to the public.
Distribution plan The fund has adopted a Rule 12b-1 distribution plan for its
Class A and B shares. Under the plan, the fund pays distribution and/or service
fees. These fees are an ongoing expense and, over time, may cost you more than
other types of sales charges.
Smith Barney Mutual Funds
7
<PAGE>
Choosing a class of shares to buy
You can choose between two classes of shares: Classes A and B. 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 price will be immediately invested.
This may help offset the higher expenses of Class B shares, but only if the
fund performs well.
Initial purchases of shares must be made through a PFS Investments Registered
Representative.
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 and B Both Classes
<S> <C> <C>
General $1,000 $50
IRAs, Self Employed Retirement Plans, Uniform
Gift to Minor Accounts $250 $50
Qualified Retirement Plans* $25 $25
Systematic Investment Plans $25 $25
</TABLE>
*Qualified Retirement Plans are retirement plans qualified under Section
403(b)(7) or Section 401(a) of the Internal Revenue Code, including 401(k)
plans
Concert Peachtree Growth Fund
8
<PAGE>
Comparing the fund's classes
Your PFS Investments Registered 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
<S> <C> <C>
Key features .Initial .No initial
sales sales
charge charge
.You may .Deferred
qualify sales
for reduc- charge
tion or declines
waiver of over time
initial .Converts
sales to Class A
charge after 8
.Lower years
annual .Higher
expenses annual
than Class expenses
B than Class
A
- -------------------------------------------------------------
Initial sales charge Up to None
5.00%;
reduced or
waived for
large pur-
chases and
certain
investors.
No charge
for pur-
chases of
$500,000 or
more
- -------------------------------------------------------------
Deferred sales charge 1% on pur- Up to 5.00%
chases of charged
$500,000 or when you
more if you redeem
redeem shares. The
within 1 charge is
year of reduced
purchase over time
and there
is no
deferred
sales
charge
after 6
years
- -------------------------------------------------------------
Annual distribution and service fees 0.25% of 1% of aver-
average age daily
daily net net assets
assets
- -------------------------------------------------------------
Exchangeable into* Class A Class B
shares of shares of
certain certain
Smith Smith
Barney Barney
funds funds
- -------------------------------------------------------------
</TABLE>
*Ask your PFS Investments Registered Representative for the funds available for
exchange.
Smith Barney Mutual Funds
9
<PAGE>
Sales charges
Class A shares
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 you reinvest in additional Class A
shares.
<TABLE>
<CAPTION>
Sales charge as a % of
Offering Net amount
Amount of purchase price (%) invested (%)
<S> <C> <C>
Less than $25,000 5.00 5.26
$25,000 but less than $50,000 4.00 4.17
$50,000 but less than $100,000 3.50 3.63
$100,000 but less than $250,000 3.00 3.09
$250,000 but less than $500,000 2.00 2.04
$500,000 or more 0.00 0.00
</TABLE>
Investments of $500,000 or more 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%.
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 a sales charge was paid, with the amount of your next purchase
of Class A shares for purposes of calculating the initial sales charge. Cer-
tain trustees and fiduciaries may be entitled to combine accounts in deter-
mining their sales charge.
.Letter of intent - lets you purchase Class A shares of the fund and certain
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 within 90 days before you sign the
letter.
Concert Peachtree Growth Fund
10
<PAGE>
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
.Investors who redeemed Class A shares of a Smith Barney fund in the past 60
days, if your PFS Investments Registered Representative is notified
.Participants in the Primerica Corporation Savings and Retirement Plan
.Investors who purchase through a PFS Investments Registered Representative
with proceeds from a prior mutual fund redemption, if certain conditions are
met
If you want to learn about additional waivers of Class A initial sales charges,
contact your PFS Investments Registered Representative or consult the Statement
of Additional Information ("SAI").
Class B Shares
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 pur-
chase, you will pay a deferred sales charge. The deferred sales charge
decreases as the number of years since your purchase increases.
<TABLE>
<CAPTION>
Year after purchase 1st 2nd 3rd 4th 5th 6th through 8th
<S> <C> <C> <C> <C> <C> <C>
Deferred sales charge 5% 4% 3% 2% 1% 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: Shares issued:
On reinvestment of Upon exchange from
Shares issued: dividends and another Smith Barney
At initial purchase distributions fund
<S> <C> <C>
Eight years after the date of purchase In same proportion On the date the
as the number of shares originally
Class B shares acquired would
converting is to have converted
total Class B into Class A
shares you own shares
(excluding shares
issued as
dividends)
</TABLE>
Smith Barney Mutual Funds
11
<PAGE>
More about deferred sales charges
The deferred sales charge is based on the net asset value at the time of pur-
chase 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
Each time you place a request to sell shares, the fund will first sell any
shares in your account that are not subject to a deferred sales charge and then
the shares in your account that have been held the longest.
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.
PFS Distributors Inc., an affiliate of PFS Investments Inc., receives deferred
sales charges as partial compensation for its expenses in connection with the
sale of shares, including the payment of compensation to your PFS Investments
Registered Representative.
Deferred sales charge waivers
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
If you want to learn more about additional waivers of deferred sales charges,
contact your PFS Investments Registered Representative or consult the SAI.
Concert Peachtree Growth Fund
12
<PAGE>
Buying shares
Buying shares .Initial purchases of shares of each fund must be made
by mail through a PFS Investments Registered Representative by com-
pleting the appropriate application. The completed applica-
tion should be forwarded to the Fund's subtransfer agent,
PFS Shareholder Services.
.Subsequent investments may be sent by mail directly to PFS
Shareholder Services.
.The address and telephone number of PFS Shareholder Services
is: 3100 Breckinridge Blvd., Bldg. 200, Duluth, Georgia
30099-0062; (800) 544-5445.
.You may also reach PFS Shareholder Services by calling (800)
544-7278 for Spanish speaking representatives or (800) 824-
1721 for the TDD Line for the hearing impaired.
.Checks drawn on foreign banks must be payable in U.S. dol-
lars and have the routing number of the U.S. bank encoded
on the check.
- --------------------------------------------------------------------------------
Buying shares Initial purchases of shares for $10,000 may be made by wire
by wire order from your bank account. Contact PFS Shareholder Serv-
ices for details. In addition, once an account is open, you
may make additional wire orders through your PFS Investments
Registered Representative.
Through a You may authorize PFS Shareholder Services to transfer funds
systematic automatically from a regular bank account, or other financial
investment institution to buy shares of a fund.
plan
.Amounts transferred should be at least $25 monthly
.If you do not have sufficient funds in your account on a
transfer date, PFS Shareholder Services may charge you a
fee
For more information, contact your PFS Investments Registered
Representative or consult the SAI.
Smith Barney Mutual Funds
13
<PAGE>
Exchanging shares
Smith Barney You should contact your PFS Investments Registered Represen-
offers a tative to exchange into other Smith Barney funds. Be sure to
distinctive read the prospectus of the SmithBarney fund you are exchang-
family of ing into. An exchange is a taxable transaction.
funds
tailored to
help meet the
varying needs
of both large
and small
investors
.You may exchange shares only for shares of the same class of
certain Smith Barney funds. Not all Smith Barney funds
offer all classes.
.Not all Smith Barney funds may be offered in your state of
residence. Contact your PFS Investments Registered Repre-
sentative.
.You must meet the minimum investment amount for each fund
.If you hold share certificates, PFS Shareholder Services
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 Your shares will not be subject to an initial sales charge at
additional the time of the exchange.
sales charges
Your deferred sales charge (if any) will continue to be mea-
sured 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 You may exchange shares by telephone if you elect telephone
transactions on your account application. Telephone exchanges
are subject to the same limitations as telephone redemptions.
To learn more about the exchange privilege and Smith Barney
mutual funds you may be eligible to exchange into, contact
your PFS Investments Registered Representative or consult the
SAI.
Concert Peachtree Growth Fund
14
<PAGE>
Redeeming shares
Redemptions Generally, a properly completed Redemption Form with any
by mail required signature guarantee is all that is required for a
redemption. In some cases, however, other documents may be
necessary.
You may redeem some or all of your shares by sending a
Redemption Form or other written request in proper form to
PFS Shareholder Services, 3100 Breckinridge Blvd., Bldg. 200,
Duluth, Georgia 30099-0062. You may also reach PFS Share-
holder Services by calling (800) 544-5445 or (800) 544-7278
for Spanish speaking representatives or (800) 824-1721 for
the TDD Line for the hearing impaired. The written request
for redemption must be in good order. This means that you
have provided the following information. Your request will
not be processed without this information.
.Name of the fund
.Account number
.Dollar amount or number of shares to redeem
.Signature of each owner exactly as account is registered
.Other documentation required by PFS Shareholder Services
To be in good order, your request must include a signature
guarantee if:
.The proceeds of the redemption exceed $50,000
.The proceeds are not paid to the record owner(s) at the rec-
ord address
.The shareholder(s) has had an address change in the past 45
days
.The shareholder(s) is a corporation, sole proprietor, part-
nership, trust or fiduciary
You can obtain a signature guarantee from most banks, deal-
ers, brokers, credit unions and federal savings and loans,
but not from a notary public.
- --------------------------------------------------------------------------------
Smith Barney Mutual Funds
15
<PAGE>
Redeeming shares (continued)
In all cases, your redemption price is the net asset value
next determined after your request is received in good order.
Redemption proceeds normally will be sent within three days.
However, if you recently purchased your shares by check, your
redemption proceeds will not be sent to you until your origi-
nal check clears, which may take up to 15 days. Any request
that your redemption proceeds be sent to a destination other
than your bank account or address of record must be in writ-
ing and must include signature guarantees.
- --------------------------------------------------------------------------------
Redemptions Your may redeem shares by telephone if you elect the tele-
by telephone phone transaction option on your account application. This is
available only for redemptions of $50,000 or less, and the
proceeds must be mailed to your address of record. In addi-
tion, you must be able to provide proper identification
information. You may not redeem by telephone if your address
has changed within the past 45 days or if your shares are in
certificate form. Telephone redemption requests may be made
by calling PFS Shareholder Services at (800) 544-5445 between
8:00 a.m. and 8:00 p.m. eastern time on any day the New York
Stock Exchange is open. Requests received after the close of
regular trading on the New York Stock Exchange are priced at
the net asset value next computed. If telephone redemptions
are not available for any reason, you may use the Fund's reg-
ular redemption procedure described above.
Payment of Whether you redeem by mail or telephone, your redemption pro-
redemption ceeds can be sent by check to your address of record or by
proceeds wire transfer to a bank account designated on your applica-
tion. You will be charged for wire transfers and for trans-
fers made directly to your bank by the Automated
Clearinghouse (ACH).
- --------------------------------------------------------------------------------
Concert Peachtree Growth Fund
16
<PAGE>
Redeeming shares (continued)
Automatic You can arrange for the automatic redemption of a portion of
cash your shares on a monthly or quarterly basis. To qualify you
withdrawal must own shares of the fund with a value of at least $10,000
plan ($5,000 for retirement plan 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 are equal to or less than 1% per
month of the value of your shares subject to a deferred sales
charge. The following conditions apply:
.Shares may not be represented by certificates
.All dividends and distributions must be reinvested
.You can establish a withdrawal plan for a retirement account
only if you are eligible to receive distributions from the
account
Other things to know about share transactions
The fund 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 Securi-
ties 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 a redemption
of fund shares, the fund may ask you to bring your account up to $500. 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 the fund's performance and other share-
holders. If so, the fund may limit additional purchases and/or exchanges by the
shareholder.
Smith Barney Mutual Funds
17
<PAGE>
Share certificates The fund does not issue share certificates unless a written
request signed by all registered owners is made to PFS Shareholder Services. If
you hold share certificates it will take longer to exchange or redeem shares.
Dividends, distributions and taxes
Dividends The fund generally pays dividends, if any, and makes capital gain
distributions once a year, typically in December. The fund may pay additional
distributions and dividends at other times if necessary for the fund to avoid a
federal tax. Capital gain distributions and dividends are reinvested in addi-
tional fund shares of the same class you hold. The fund expects distributions
to be primarily from capital gain. You do not pay a sales charge on reinvested
distributions or dividends. Alternatively, you can instruct your PFS Invest-
ments Registered Representative 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 PFS Shareholder
Services less than five days before the payment date will not be effective
until the next distribution or dividend is paid.
Taxes In general, redeeming shares, exchanging shares and receiving distribu-
tions (whether in cash or additional shares) are all taxable events.
<TABLE>
<CAPTION>
Transaction Federal tax status
<S> <C>
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
</TABLE>
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 the fund is about to declare a capital gain distribution or
a 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 fund will provide you with information about
the distributions and dividends you received and any redemptions of shares dur-
ing the previous year. If you do not provide the fund with your correct tax-
payer identification number and any required certifications, you may be subject
to back-up withholding of 31% of your distributions, divi-
Concert Peachtree Growth Fund
18
<PAGE>
dends, 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.
Share price
You may buy, exchange or redeem shares at their net asset value, plus any
applicable sales charge, next determined after receipt of your request in good
order. The fund's net asset value is the value of its assets minus its liabili-
ties. Net asset value is calculated separately for each class of shares. The
fund 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 calcu-
lation is done when regular trading closes on the Exchange (normally 4:00 p.m.,
Eastern time).
The fund generally values its fund securities based on market prices or quota-
tions. Fair value is determined in accordance with procedures approved by the
fund's board. A fund that uses fair value to price securities may value those
securities higher or lower than another fund using market quotations to price
the same securities.
In order to buy, redeem or exchange shares at that day's price, you must place
your order with PFS Shareholder Services before the New York Stock Exchange
closes. If the New York Stock 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 selling group must transmit all orders
to buy, exchange or redeem shares to the fund's agent before the agent's close
of business.
Financial highlights
The financial highlights tables are intended to help you understand the perfor-
mance of each class since inception. 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 divi-
dends and distributions. The information in the following tables was audited by
KPMG LLP, independent accountants, whose report, along with the fund's finan-
cial statements, is included in the annual report (available upon request).
Smith Barney Mutual Funds
19
<PAGE>
For a Class A share of capital stock outstanding throughout each year ended
December 31:
<TABLE>
<CAPTION>
1999(/1/) 1998(/1/) 1997 1996 1995(/2/)
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
year $17.71 $13.41 $13.80 $14.31 $13.36
- -----------------------------------------------------------------------------
Income from operations:
Net investment income (loss) (0.12) (0.07) 0.03 0.01 0.03
Net realized and unrealized
gain 3.60 4.50 0.65 1.85 1.87
- -----------------------------------------------------------------------------
Total income from operations 3.48 4.43 0.68 1.86 1.90
- -----------------------------------------------------------------------------
Less distributions from:
Net investment income -- -- -- (0.11) (0.02)
Net realized gains (2.09) (0.13) (1.07) (2.26) (0.93)
- -----------------------------------------------------------------------------
Total distributions (2.09) (0.13) (1.07) (2.37) (0.95)
- -----------------------------------------------------------------------------
Net asset value, end of year $19.10 $17.71 $13.41 $13.80 $14.31
- -----------------------------------------------------------------------------
Total return 19.88% 33.13% 5.18% 13.96% 14.61%(/3/)
- -----------------------------------------------------------------------------
Net assets, end of year
(millions) $124 $87 $67 $72 $58
- -----------------------------------------------------------------------------
Ratios to average net assets:
Expenses 1.44% 1.40% 1.67% 1.78% 1.72%(/4/)
Net investment income (loss) (0.64) (0.48) 0.22 0.13 0.46(/4/)
- -----------------------------------------------------------------------------
Portfolio turnover rate 94% 93% 227% 183% 51%
</TABLE>
(/1/Per)share amounts have been calculated using the monthly shares method.
(/2/For)the period from July 3, 1995 (inception date) to December 31, 1995.
(/3/Not)annualized.
(/4/Annualized.)
Concert Peachtree Growth Fund
20
<PAGE>
For a Class B share of capital stock outstanding throughout each year ended
December 31:
<TABLE>
<CAPTION>
1999(/1/) 1998 1997 1996 1995(/2/)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $17.35 $13.24 $13.74 $14.27 $13.36
- -------------------------------------------------------------------------------
Income from operations:
Net investment loss (0.26) (0.19) (0.07) (0.09) (0.02)
Net realized and unrealized gain 3.50 4.43 0.64 1.84 1.16
- -------------------------------------------------------------------------------
Total income from operations 3.24 4.24 0.57 1.75 1.84
- -------------------------------------------------------------------------------
Less distributions from:
Net investment income -- -- -- (0.02) --
Net realized gains (2.09) (0.13) (1.07) (2.26) (0.93)
- -------------------------------------------------------------------------------
Total distributions (2.09) (0.13) (1.07) (2.28) (0.93)
- -------------------------------------------------------------------------------
Net asset value, end of year $18.50 $17.35 $13.24 $13.74 $14.27
- -------------------------------------------------------------------------------
Total return 18.88% 31.11% 4.40% 13.12% 14.15%(/3/)
- -------------------------------------------------------------------------------
Net assets, end of year (millions) $95 $59 $42 $43 $33
- -------------------------------------------------------------------------------
Ratios to average net assets:
Expenses 2.24% 2.21% 2.42% 2.53% 2.46%(/4/)
Net investment loss (1.44) (1.29) (0.53) (0.63) (0.27)(/4/)
- -------------------------------------------------------------------------------
Portfolio turnover rate 94% 93% 227% 183% 51%
- -------------------------------------------------------------------------------
</TABLE>
(/1/Per)share amounts have been calculated using the monthly average shares
method.
(/2/For)the period from July 3, 1995 (inception date) to December 31, 1995.
(/3/Not)annualized.
(/4/Annualized.)
Smith Barney Mutual Funds
21
<PAGE>
(This page is intentionally left blank.)
<PAGE>
[SALOMON SMITH BARNEY LOGO APPEARS HERE]
Concert Peachtree Growth Fund
An investment portfolio of Smith Barney Investment Funds Inc.
Shareholder Reports Annual and semiannual reports to shareholders provide
additional information about the fund's investments. These reports discuss the
market conditions and investment strategies that affected the fund's perfor-
mance.
Statement of additional information The statement of additional information
provides more detailed information about the fund and is incorporated by ref-
erence into (is legally part of) this prospectus.
You can make inquiries about the fund or obtain shareholder reports or the
statement of additional information (without charge) by contacting your PFS
Investments Registered Representative, by calling PFS Shareholder Services at
1-800-544-5445, or by writing to the fund at 3100 Breckinridge Boulevard,
Building 200, Duluth, Georgia 30099-0062.
Information about the Fund (including the SAI) can be reviewed and copied at
the Securities and Exchange Commission's (the "Com- mission") Public Reference
Room in Washington, D.C. In addition, information on the operation of the Pub-
lic Reference Room may be obtained by calling the Commission at 1-202-942-
8090. Reports and other information about the Fund are available on the EDGAR
Database on the Commission's Internet site at http://www.sec.gov. Copies of
this information may be obtained for a duplicating fee by electronic request
at the following E-mail address: [email protected], or by writing the Commis-
sion's Public Reference Section, Washington, D.C. 20549-0102.
If someone makes a statement about the fund that is not in this prospectus,
you should not rely upon that information. Neither the fund nor the distribu-
tor is offering to sell shares of the fund to any person to whom the fund may
not lawfully sell its shares.
SMSalomon Smith Barney is a service mark of Salomon Smith Barney Inc.
(Investment Company Act
file no. 811-03275)
SB-1A PFS Investments Inc.
19933
3/00
<PAGE>
Concert Peachtree
- -------------------
Growth Fund
Prospectus
March 13, 2000
Class A and Class B Shares
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.
- --------------------------------------------------------------------------
INVESTMENT PRODUCT: NOT FDIC INSURED * NO BANK GUARANTEE * MAY LOSE VALUE
- --------------------------------------------------------------------------
<PAGE>
Contents
<TABLE>
<S> <C>
Investments, risks and performance 2
- --------------------------------------------------
More on the fund's investments 4
- --------------------------------------------------
Management 5
- --------------------------------------------------
Choosing a share class to buy 6
- --------------------------------------------------
Sales charges
- --------------------------------------------------
Class A sales charge 7
- --------------------------------------------------
Class B sales charge 8
- --------------------------------------------------
Buying shares and Exchanging shares 9
- --------------------------------------------------
Redeeming shares 10
- --------------------------------------------------
Other things to know about share transactions 11
- --------------------------------------------------
Dividends, distributions and taxes 12
- --------------------------------------------------
Financial highlights 13
- --------------------------------------------------
</TABLE>
About the manager
The fund's investment manager is SSB Citi Fund Management LLC, an affiliate of
Citigroup Inc. The manager selects the fund's investments and oversees its
operations. The manager and Salomon Smith Barney are subsidiaries of Citigroup
Inc. Citigroup businesses produce a broad range of financial services.
You should know:
An investment in the fund is not a bank deposit and is not insured or
guaranteed by the FDIC or any other government agency.
1
Concert Peachtree Growth Fund Prospectus
<PAGE>
Investments, risks and performance
Investment objective
The fund seeks capital appreciation.
Principal investment strategies
Key investments
The fund invests primarily in common stocks of companies with medium and large
market capitalizations.
To a lesser extent, the fund also may invest in common stocks of companies with
small market capitalizations and other equity securities, including exchange
traded and over-the-counter common stocks and preferred shares, debt securities
convertible into equity securities, and warrants and rights relating to equity
securities.
Selection process
The manager emphasizes individual security selection, while diversifying across
industries and sectors. The manager uses a disciplined management style involv-
ing both quantitative analysis and fundamental research. The manager uses a
computer-aided quantitative model supported by its own fundamental qualitative
research. In selecting individual securities for investment, the manager looks
for the following:
. Above average potential for capital appreciation
. Strong, sustainable earnings growth
. Stocks of companies in cyclical industries that the manager believes are tem-
porarily depressed
. Experienced and effective management
. Effective research, product development and marketing
. Competitive advantages
Principal risks of investing in the fund
Investors could lose money on their investment in the fund, or the fund may not
perform as well as other investments, if:
. The stock market declines
. Companies with medium and large market capitalizations fall out of favor with
investors
. Companies in which the fund invests fail to meet earnings expectations, or
other events depress their stock prices
. The manager's judgment about the attractiveness, value or potential apprecia-
tion of a particular stock proves to be incorrect
Who may want to invest
The fund may be an appropriate investment if you:
. Are seeking to participate in the long-term capital appreciation potential of
the stock market
. Are planning for a long-term goal and are willing to accept periods of market
volatility
. Are willing to accept the risks of investing in the stock market
2
Concert Peachtree Growth Fund Prospectus
<PAGE>
Investments, risks and performance, continued
Risk return bar chart
- --------------------------------------------------------------------------------
This bar chart indicates the risks of investing in the fund by showing changes
in the fund's performance from year to year.
Past performance does not necessarily indicate how the fund will perform in the
future.
The bar chart shows the performance of the fund's Class A shares for each of
the past 4 years.* Class B shares would have different performance because of
different expenses. The performance information in the chart does not reflect
sales charges, which would reduce your return.
* The fund's current management team began managing the fund in August 1997.
Quarterly returns: Highest: 29.90% in 4th quarter 1998; Lowest: (12.26)% in 3rd
quarter 1998
[BAR CHART]
1996 1997 1998 1999
----- ----- ----- ------
13.96% 5.18% 33.13% 19.88%
Risk return table
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Average Annual Total Returns (Calendar Years
Ended December 31, 1999)
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Class 1 Year 5 Years 10 Years Since inception Inception Date
------------------------------------------------------------
A 13.90% n/a n/a 17.72% 07/03/95
------------------------------------------------------------
B 13.88% n/a n/a 18.02% 07/03/95
------------------------------------------------------------
Russell
1000
Growth
Index 33.16% n/a n/a 30.55% *
------------------------------------------------------------
Russell
2000
Index 21.26% n/a n/a 14.05% *
------------------------------------------------------------
</TABLE>
This table in-
dicates the
risks of in-
vesting in the
fund by compar-
ing the average
annual total
return of each
class for the
periods shown
with that of
the Russell
1000 Growth In-
dex,* a broad-
based unmanaged
index of large
capitalization
growth oriented
common stocks
and the Russell
2000 Index*,
a broad-based
unmanaged index
of smaller cap-
italization
companies.
* Index comparison begins on 07/31/95
This table as-
sumes imposi-
tion of the
maximum sales
charge applica-
ble to the
class, redemp-
tion of shares
at the end of
the period, and
reinvestment of
distributions
and dividends.
Fee table
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shareholder fees (fees paid directly from
your investment) Class A Class B
--------------------------------------------------------
<S> <C> <C>
Maximum sales charge (load) imposed on
purchases (as a % of offering price) 5.00% None
--------------------------------------------------------
Maximum deferred sales charge (load)
(as a % of the lower of net asset value at
purchase or redemption) None* 5.00%
--------------------------------------------------------
Annual fund operating expenses
(expenses deducted from fund assets)
--------------------------------------------------------
Management fee 0.99% 0.99%
--------------------------------------------------------
Distribution and service (12b-1) fee 0.25% 1.00%
--------------------------------------------------------
Other expenses 0.20% 0.25%
--------------------------------------------------------
Total annual fund operating expenses 1.44% 2.24%
--------------------------------------------------------
</TABLE>
This table sets
forth the fees
and expenses
you will pay if
you invest in
fund shares.
* You may buy Class A shares in amounts of $500,000 or more
at net asset value (without an initial sales charge) but
if you redeem those shares within 12 months of their pur-
chase, you will pay a deferred sales charge of 1.00%.
Example
- --------------------------------------------------------------------------------
<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) $639 $ 933 $1,248 $2,138
-----------------------------------------------------------
Class B (redemption at end of
period) $727 $1,000 $1,300 $2,377
-----------------------------------------------------------
Class B (no redemption) $227 $ 700 $1,200 $2,377
-----------------------------------------------------------
</TABLE>
This example
helps you com-
pare the costs
of investing in
the fund with
the costs of
investing in
other mutual
funds. Your ac-
tual costs may
be higher or
lower.
* The example assumes:
. You invest $10,000 in the fund for the period shown
. Your investment has a 5% return each year
. You reinvest all distributions and dividends without a
sales charge
. The fund's operating expenses remain the same
. Conversion of Class B shares to Class A shares after 8
years
Concert Peachtree Growth Fund Prospectus
3
<PAGE>
More on the fund's investments
Foreign securities
The fund may invest in American Depository Receipts (ADRs) and other securities
quoted in U.S. dollars of foreign issuers, including those in emerging markets.
Because the fund may invest in securities of foreign issuers, the fund carries
additional risks. The value of your investment may decline if the U.S. and/or
foreign stock markets decline or an adverse event, such as an unfavorable
earnings report, depresses the value of a particular company's stock. Prices of
foreign securities may decline because of foreign government actions, political
instability or the more limited availability of accurate information about
foreign companies. These risks may be more severe for securities of issuers in
emerging markets.
Defensive investing
The fund may depart from its principal investment strategies in response to ad-
verse market, economic or political conditions by taking temporary defensive
positions in all types of money market and short-term debt securities. If the
fund takes a temporary defensive position, it may be unable to achieve its in-
vestment goal.
4
Concert Peachtree Growth Fund Prospectus
<PAGE>
Management
Manager
The fund is a portfolio of Smith Barney Investment Funds Inc. and the fund's
investment manager is SSB Citi Fund Management LLC, an affiliate of Citigroup
Inc. The manager's address is 388 Greenwich Street, New York, New York 10013.
The manager selects the fund's investments and oversees its operations.
Citigroup businesses provide a broad range of financial services--asset manage-
ment, banking and consumer finance, credit and charge cards, insurance, invest-
ments, investment banking and trading--and use diverse channels to make them
available to consumer and corporate customers around the world.
Dennis A. Johnson, CFA, investment officer of the manager and president and
chief investment officer of Peachtree Asset Management, a division of the man-
ager, has been responsible for the management of the fund since August 1997.
Management fee
For its services, the manager received a fee during the fund's last fiscal year
equal to 0.99% of the fund's average daily net assets.
Distributor
CFBDS, Inc. serves as the fund's distributor. Broker-dealers and financial
institutions (called Service Agents) that have entered into dealer agreements
with the distributor sell fund shares to the public.
Distribution plan
The fund has adopted a Rule 12b-1 distribution plan for its Class A and B
shares. Under the plan, the fund pays distribution and/or service fees. These
fees are an ongoing expense and, over time, may cost you more than other types
of sales charges.
5
Concert Peachtree Growth Fund Prospectus
<PAGE>
Choosing a share class to buy
Concert Peachtree Growth Fund Prospectus
Share Classes
- --------------------------------------------------------------------------------
You can choose between Class A shares and Class B shares. The classes have dif-
ferent sales charges and expenses, allowing you to choose the class that best
meets your needs. When choosing which class of shares to buy you should consid-
er:
. How much you plan to invest
. How long you expect to own the shares
. The expenses paid by each class
. Whether you qualify for any reduction or waiver of sales charges
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>
<S> <C> <C>
Initial Additional
Both Classes Both Classes
General $1,000 $50
IRAs, Self Employed
Retirement Plans,
Uniform Gift to Minor
Accounts $250 $50
Qualified Retirement $25 $25
Plans*
Simple IRAs $1 $1
Systematic Investment $25 $25
Plans
</TABLE>
* Qualified Retirement Plans are retirement plans qualified under Section
403(b)(7) or Section 401(a) of the Internal Revenue Code, including 401(k)
plans
Comparing Classes
- --------------------------------------------------------------------------------
Your account representative may receive different compensation depending upon
which class you choose.
Key Features Class A Class B
.Initial sales charge . No initial sales
charge
. You may qualify for . Deferred sales charge
reduction or waiver declines over time
of initial sales . Converts to Class A
charge after 8 years
. Higher annual ex-
. Lower annual ex- penses
penses
Initial Up to 5%; reduced for None
sales large purchases and
charge waived for certain
investors. No charge
for purchases of
$500,000 or more
Deferred None, except for pur- Up to 5% charged when
sales chases of $500,000 or you redeem shares. The
charge more--1% if you re- charge is reduced over
deem within 1 year of time and there is no
purchase deferred sales charge
after 6 years
Annual distribu- 0.25% of average 1% of average daily net
tion and service daily net assets assets
fees
Exchangeable Into Class A shares of Class B shares of cer-
certain Concert brand tain Concert brand
funds and funds and CitiFunds SM
CitiFunds SM Cash Re- Cash Reserves
serves
6
<PAGE>
Class A sales charge
Class A shares
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 in-
creases to certain levels called breakpoints. You do not pay a sales charge on
the fund's distributions or dividends you reinvest in additional Class A
shares.
To learn more about the accumulation privilege, letters of intent, waivers for
certain investors and other options to reduce your sales charge, ask your Serv-
ice Agent or consult the Statement of Additional Information (SAI).
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Sales charge as a % of
- ------------------------------------------------------
Offering Net amount
Amount of purchase price (%) invested (%)
- ------------------------------------------------------
<S> <C> <C>
Less than $25,000 5.00% 5.26%
- ------------------------------------------------------
$25,000 but less than
$50,000 4.00 4.17
- ------------------------------------------------------
$50,000 but less than
$100,000 3.50 3.63
- ------------------------------------------------------
$100,000 but less than
$250,000 3.00 3.09
- ------------------------------------------------------
$250,000 but less than
$500,000 2.00 2.04
- ------------------------------------------------------
$500,000 or more* 0.00 0.00
- ------------------------------------------------------
</TABLE>
Investments of $500,000 or more
*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 pur-
chase, you will pay a deferred sales charge of 1%.
Qualifying for reduced Class A sales charges
There are two ways you can combine multiple purchases of Class A shares of Con-
cert brand funds to take advantage of the breakpoints in the sales charge
schedule.
. Accumulation privilege--lets you add the current value of Class A shares of
the funds already owned by you or members of your immediate family (and for
which you paid a sales charge) to the amount of your next purchase of Class A
shares for purposes of calculating the sales charge. Certain trustees and fi-
duciaries may be entitled to combine accounts in determining their sales
charge.
. Letter of intent--lets you purchase Class A shares of one or more 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, in-
cluding:
. Employees of members of the NASD
. 403(b) or 401(k) retirement plans, if certain conditions are met
. Investors who redeemed Class A shares of Concert brand funds in the past 60
days, if your Service Agent is notified
. Employees and retired employees of Citigroup and its subsidiaries (including
immediate families of any of the foregoing)
. Accounts for which a Citigroup affiliate performs investment advisory serv-
ices
. Other waivers may apply. Please consult the SAI for a complete list.
7
Concert Peachtree Growth Fund Prospectus
<PAGE>
Class B sales charge
Class B deferred sales charge
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 pur-
chase, you will pay a deferred sales charge. The deferred sales charge de-
creases as the number of years since your purchase increases.
If you want to learn about additional deferred sales charges and waivers of de-
ferred sales charges, contact your Service Agent or consult the SAI.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year after purchase
- ---------------------------------------------------------------------------
1st 2nd 3rd 4th 5th 6th through 8th
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Deferred sales charge 5.00% 4.00% 3.00% 2.00% 1.00% 0%
- ---------------------------------------------------------------------------
</TABLE>
Calculation of deferred sales charge
The deferred sales charge is based on the net asset value at the time of pur-
chase 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 certain
Concert brand funds or CitiFunds SM Cash Reserves, shares representing rein-
vested distributions and dividends or shares no longer subject to the deferred
sales charge.
Deferred sales charge waivers
The deferred sales charge for each share class will generally be waived:
. To make payments through certain systematic withdrawal plans
. To make certain distributions from a retirement plan
. For involuntary redemptions of small account balances
. For 12 months following the death or disability of a shareholder
Other waivers may apply. Please consult the SAI for a complete list.
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
Purchase
- -------------------------
<S> <C> <C> <C>
.Eight years after the
date of purchase
<CAPTION>
Shares
Issued on
Reinvestment
of
Distribution
and
Dividends
- -------------------------
<S> <C> <C> <C>
.In same proportion that
the number of Class B
shares converting is to
total Class B shares
you own (excluding
shares issued as
dividends)
<CAPTION>
Shares
Issued upon
Exchange
from Another
Fund
- -------------------------
<S> <C> <C> <C>
.On the date the shares
originally acquired
would have converted
into Class A shares
- -------------------------
</TABLE>
8
Concert Peachtree Growth Fund Prospectus
<PAGE>
Buying shares and Exchanging shares
How to buy shares
. Shares of the fund may be purchased from the distributor or a Service Agent
that has entered into a service agreement with the distributor concerning the
fund. Please specify whether you are purchasing Class A or Class B shares. If
you fail to specify, Class A shares will be purchased for your account.
. Your Service Agent will not transmit your purchase order for fund shares un-
til it receives the purchase price in federal or other immediately available
funds. If you pay by check, the Service Agent transmits the order when the
check clears.
. If you are a customer of a Service Agent, your Service Agent will establish
and maintain your account and be the shareholder of record. If you wish to
transfer your account, you may only transfer it to another financial institu-
tion.
For more information, contact your Service Agent or consult the SAI.
Exchanges
You may exchange fund shares for shares of certain Concert brand funds or of
CitiFunds SM Cash Reserves. Shareholders exchanging into another fund should
read the prospectus for that fund describing the shares being acquired for more
information. An exchange is a taxable transaction.
. You may place exchange orders through your Service Agent. You may place ex-
change orders by telephone if your account application permits. Your Service
Agent can provide you with more information, including a prospectus for
CitiFunds SM Cash Reserves so that it may be acquired through an exchange.
. You must meet the minimum investment amount for each fund.
. Your fund may suspend or terminate your exchange privilege if you engage in
an excessive pattern of exchanges.
. 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 that you exchange into
has a higher deferred sales charge, you will be subject to that charge. If
you exchange again to a fund with a lower charge, the sales charge will not
be reduced.
To learn more about the exchange privileges, contact your Service Agent or con-
sult the SAI.
9
Concert Peachtree Growth Fund Prospectus
<PAGE>
Redeeming shares
How to redeem shares
. You may sell (redeem) your shares on any business day. In all cases, your re-
demption price is the net asset value next determined after your request is
received in good order.
. You may make redemption requests through your Service Agent (by telephone, if
your account application permits). Your Service Agent is responsible for
promptly submitting redemption requests to the fund's sub-transfer agent. You
are responsible for making sure your redemption request is in proper form.
. The fund has an automatic redemption plan which allows you to automatically
withdraw a specific dollar amount from your account on a regular basis. You
must have at least $10,000 in your account to participate in this program.
Under the plan, if your shares are subject to a deferred sales charge, you
may only withdraw up to 10% of the value of your account in any year, but you
will not be subject to a deferred sales charge on the shares withdrawn under
the plan. For more information, please contact your Service Agent.
. If you own both Class A and Class B shares, and want to sell shares, you
should specify which class of shares you wish to sell. If you fail to speci-
fy, Class A shares will be redeemed first.
10
Concert Peachtree Growth Fund Prospectus
<PAGE>
Other things to know about share transactions
Share price
You may buy, exchange or redeem fund shares at the net asset value, adjusted
for any applicable sales charge, next determined after receipt of your request
in good order. The fund's net asset value is the value of its assets minus its
liabilities. Net asset value is calculated separately for each class of shares.
The fund 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 at 4:00 p.m., Eastern time, or when regular trading closes
on the Exchange, if earlier.
Fair value is determined in accordance with procedures approved by the fund's
board. A fund that uses fair value to price securities may value those securi-
ties higher or lower than another fund that uses market quotations to price the
same securities.
In order to buy, redeem or exchange shares at that day's price, you must place
your order with your Service Agent 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 Service Agent and other members of the fund's selling group must transmit
all orders to buy, exchange or redeem shares to the fund's transfer agent be-
fore the close of business.
Important address
Manager: SSB Citi Fund Management LLC
388 Greenwich Street, MF2
New York, New York 10013
11
Concert Peachtree Growth Fund Prospectus
<PAGE>
Dividends distributions and taxes
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.
The fund normally pays dividends, if any, and distributes capital gains in De-
cember.
The fund may pay additional distributions and dividends at other times if nec-
essary for the fund to avoid a federal tax. Capital gains distributions and
dividends are reinvested in additional fund 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 Service Agent to have your distributions
and/or dividends paid in cash. You can change your choice at any time to be ef-
fective as of the next distribution or dividend, except that any change given
to the fund's 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.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Transaction Federal Income Tax Status
- -------------------------------------------------
<S> <C>
Redemption or Usually capital gain or loss;
exchange long-term only if shares
of shares owned more than one year
- -------------------------------------------------
Long-term capital Long-term capital gain
gain
distributions
- -------------------------------------------------
Short-term capital Ordinary income
gain
distributions
- -------------------------------------------------
Dividends Ordinary income
- -------------------------------------------------
</TABLE>
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 fund is about to declare a long-term capital gain distri-
bution 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 fund will provide you with information about
the distributions and dividends that you received and any redemptions of shares
during the previous year. If you do not provide the fund with your correct tax-
payer identification number and any required certifications, you may be subject
to back-up withholding of 31% of your distributions, dividends (other than ex-
empt-interest dividends), and redemption proceeds. Because each shareholder's
circumstances are different and special tax rules may apply, you should consult
with your tax adviser about your investment in the fund and your receipt of
dividends, distributions or redemption proceeds.
12
Concert Peachtree Growth Fund Prospectus
<PAGE>
Financial highlights
The financial For a Class A share of capital stock
highlights ta- outstanding throughout each year ended
bles are in- December 31:
tended to help
you understand
the performance
of each class
since incep-
tion. Certain
information re-
flects finan-
cial results
for a single
share. Total
return repre-
sents the rate
that a share-
holder would
have earned (or
lost) on a fund
share assuming
reinvestment of
all dividends
and distribu-
tions. The in-
formation in
the following
tables was au-
dited by KPMG
LLP, indepen-
dent accoun-
tants, whose
report, along
with the fund's
financial
statements, are
included in the
annual report
(available upon
request).
-------------------------------------------------------------
<TABLE>
Concert Peachtree Growth Fund Prospectus
<CAPTION>
1999(1) 1998(1) 1997 1996 1995(2)
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $17.71 $13.41 $13.80 $14.31 $13.36
--------------------------------------------------------------
Income from operations:
Net investment income
(loss) (0.12) (0.07) 0.03 0.01 0.03
Net realized and
unrealized gain 3.60 4.50 0.65 1.85 1.87
--------------------------------------------------------------
Total income from
operations 3.48 4.43 0.68 1.86 1.90
--------------------------------------------------------------
Less distributions from:
Net investment income -- -- -- (0.11) (0.02)
Net realized gains (2.09) (0.13) (1.07) (2.26) (0.93)
--------------------------------------------------------------
Total distributions (2.09) (0.13) (1.07) (2.37) (0.95)
--------------------------------------------------------------
Net asset value, end of
year $19.10 $17.71 $13.41 $13.80 $14.31
--------------------------------------------------------------
Total return 19.88% 33.13% 5.18% 13.96% 14.61%(3)
--------------------------------------------------------------
Net assets, end of year
(millions) $124 $87 $67 $72 $58
--------------------------------------------------------------
Ratios to average net
assets:
Expenses 1.44% 1.40% 1.67% 1.78% 1.72%(4)
Net investment income
(loss) (0.64) (0.48) 0.22 0.13 0.46(4)
--------------------------------------------------------------
Portfolio turnover rate 94% 93% 227% 183% 51%
--------------------------------------------------------------
</TABLE>
(1) Per share amounts have been calculated using the monthly
average shares method.
(2) For the period from July 3, 1995 (inception date) to De-
cember 31, 1995.
(3) Not annualized.
(4) Annualized.
For a Class B share of capital stock
outstanding throughout each year ended
December 31:
-------------------------------------------------------------
<TABLE>
<CAPTION>
1999(1) 1998(1) 1997 1996 1995(2)
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $17.35 $13.24 $13.74 $14.27 $13.36
--------------------------------------------------------------
Income from operations:
Net investment loss (0.26) (0.19) (0.07) (0.09) (0.02)
Net realized and
unrealized gain 3.50 4.43 0.64 1.84 1.86
--------------------------------------------------------------
Total income from
operations 3.24 4.24 0.57 1.75 1.84
--------------------------------------------------------------
Less distributions from:
Net investment income -- -- -- (0.02) --
Net realized gains (2.09) (0.13) (1.07) (2.26) (0.93)
--------------------------------------------------------------
Total distributions (2.09) (0.13) (1.07) (2.28) (0.93)
--------------------------------------------------------------
Net asset value, end of
year $18.50 $17.35 $13.24 $13.74 $14.27
--------------------------------------------------------------
Total return 18.88% 32.11% 4.40% 13.12% 14.15%(3)
--------------------------------------------------------------
Net assets, end of year
(millions) $95 $59 $42 $43 $33
--------------------------------------------------------------
Ratios to average net
assets:
Expenses 2.24% 2.21% 2.42% 2.53% 2.46%(4)
Net investment loss (1.44) (1.29) (0.53) (0.63) (0.27)(4)
--------------------------------------------------------------
Portfolio turnover rate 94% 93% 227% 183% 51%
--------------------------------------------------------------
</TABLE>
(1) Per share amounts have been calculated using the monthly
average shares method.
(2) For the period from July 3, 1995 (inception date) to De-
cember 31, 1995.
(3) Not annualized.
(4) Annualized.
13
<PAGE>
Concert Peachtree Growth Fund
- --------------------------------------------------------------------------------
Additional Information about the
Fund
Shareholder Reports.
Annual and semiannual reports to
shareholders provide additional
information about the fund's in-
vestments. These reports discuss
the market conditions and invest-
ment strategies that signifi-
cantly affected the fund's per-
formance during its last fiscal
year.
Statement of Additional Information.
The statement of additional in-
formation provides more detailed
information about the fund. It is
incorporated by reference into
this prospectus.
How to Obtain Additional
Information.
. You may obtain shareholder re-
ports and the statement of ad-
ditional information without
charge by calling your Service
Agent or 1-800-625-4554.
. Information about the fund (in-
cluding the SAI) can be re-
viewed and copied at the Com-
mission's Public Reference Room
in Washington, D.C. In addi-
tion, information on the opera-
tion of the Public Reference
Room may be obtained by calling
the Commission at 1-202-942-
8090. Reports and other infor-
mation about the fund are
available on the EDGAR Database
on the Commission's Internet
site at http://www.sec.gov.
Copies of this information may
be obtained for a duplicating
fee by electronic request at
the following E-mail address:
[email protected], or by writ-
ing the Commission's Public
Reference Section, Washington,
D.C. 20549-0102.
If someone provides you with information about the fund that is not in this
prospectus, you should not rely upon that information. Neither the fund nor the
distributor is offering to sell shares of the fund to any person to whom the
fund may not lawfully sell its shares.
(Investment Company Act file no. 811-03275)
CISPW-PGF 3/00
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