SMITH BARNEY GLOBAL OPPORTUNITIES FUND
Supplement to Prospectus dated June 29, 1994
On December 20, 1994, the Board of Trustees of Global Opportunities
Fund (the Portfolio) approved a proposed reorganization pursuant to which
the assets of the Portfolio would be acquired by The International Equity
Portfolio (the Acquiring Fund), a series of Smith Barney World Funds,
Inc. through an exchange of shares of the Acquiring fund for substantially
all of the Portfolios assets. These shares would then be distributed to
shareholders of the Portfolio in liquidation of the Portfolio. The
Portfolio and the Acquiring fund have substantially similar investment
objectives.
Under the terms of the proposed reorganization, each shareholder of
the Portfolio would become a shareholder of the Acquiring Fund, receiving
shares of the Acquiring Fund with a value equal to the value of the
shareholders investment in the portfolio in accordance with the terms of
the plan of reorganization. No sales charge would be imposed in the
transaction, and it is anticipated that no gain or loss for Federal income
tax purposes would be recognized by shareholders as a result of the
reorganization.
The proposed reorganization is subject to the fulfillment of certain
conditions, including the approval of shareholders of the Portfolio. Proxy
materials describing the proposed reorganization will be . mailed to
Portfolio shareholders in anticipation of a meeting of shareholders
expected to be held in April, 1995. If approved by shareholders at that
time, the transaction will occur as soon after the meeting as practicable.
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Dated: December 20, 1994.
