Registration No. 2-89431
811-3960
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
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 X
Amendment No. 16
X
SMITH BARNEY SHEARSON GLOBAL OPPORTUNITIES FUND
(Exact name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York 10048
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code:
(212) 720-9218
Christina T. Sydor
Secretary
Smith Barney Shearson Global Opportunities Fund
1345 Avenue of the Americas
New York, New York 10105
(Name and Address of Agent of Service)
Approximate Date of Proposed Public Offering:
As soon as possible after this Post-Effective Amendment
becomes effective.
It is proposed that this filing will become effective:
immediately upon filing pursuant to Rule 485(b)
on June 29, 1994 pursuant to Rule 485(b)
60 days after filing pursuant to Rule 485(a)
on June 29, 1994 pursuant to Rule 485(a)
___________________________________________________________________________
__________
The Registrant has previously filed a declaration of indefinite
registration of its shares pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended. Registrant's Rule 24f-2 Notice for the
fiscal year ending April 30, 1994 will be filed on or before June 29, 1994.
SMITH BARNEY SHEARSON GLOBAL OPPORTUNITIES FUND
FORM N-IA
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(b)
Part A.
Item No.
Prospectus Caption
1. Cover Page
Cover Page
2. Synopsis
Prospectus Summary
3. Condensed Financial
Information
Financial Highlights;
The Fund's Performance
4. General Description of
Registrant
Cover Page; Prospectus Summary;
Variable Pricing System;
Investment Objective and
Management Policies;
Additional Information
5. Management of the Fund
Prospectus Summary; Management of
the Fund; Distributor, Additional
Information
6. Capital Stock and Other
Securities
Variable Pricing Systems;
Dividends, Distributions and
Taxes; Additional Information
7. Purchase of Securities Being
Offered
Distributor; Variable Pricing
Systems; Purchase of Shares;
Redemption of Shares; Exchange
Privilege; Valuation of Shares;
Additional Information
8. Redemption or Repurchase
Variable Pricing Systems; Purchase
of Shares; Redemption of Shares
9. Legal Proceedings
Not Applicable
<PAGE>
JUNE 29, 1994
SMITH BARNEY SHEARSON
GLOBAL
OPPORTUNITIES
FUND
PROSPECTUS BEGINS
ON PAGE ONE.
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
---------------------------------------------------------------------------
PROSPECTUS June 29,
1994
Two World Trade Center
New York, New York 10048
(212) 720-9218
Smith Barney Shearson Global Opportunities Fund (the "Fund") is a mutual
fund
that seeks to achieve long-term growth of capital by investing principally
in
the common stocks of foreign and domestic issuers. Management of the Fund
believes that a strategy, like that followed by the Fund, contemplating
investment in companies, industries and economies throughout the world,
offers
significant opportunities for attractive returns not available from
investments
solely in companies organized and operating in the United States.
This Prospectus sets forth concisely certain information about the Fund,
including sales charges, distribution and service fees and expenses, which
prospective investors will find helpful in making an investment decision.
Investors are encouraged to read this Prospectus carefully and retain it
for
future reference.
Additional information about the Fund is contained in a Statement of
Additional Information dated June 29, 1994, as amended or supplemented from
time
to time, that is available upon request and without charge by calling or
writing
the Fund at the telephone number or address set forth above, or by
contacting
your Smith Barney Financial Consultant. The Statement of Additional
Information
has been filed with the Securities and Exchange Commission (the "SEC") and
is
incorporated by reference into this Prospectus in its entirety.
SMITH BARNEY INC.
Distributor
SMITH, BARNEY ADVISERS, INC.
Investment Adviser and Administrator
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A
CRIMINAL OFFENSE.
1
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
---------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<S> <C>
Prospectus Summary 3
-------------------------------------------------------------
Financial Highlights 9
-------------------------------------------------------------
Variable Pricing System 14
-------------------------------------------------------------
The Fund's Performance 15
-------------------------------------------------------------
Management of the Fund 17
-------------------------------------------------------------
Investment Objective and Management Policies 18
-------------------------------------------------------------
Purchase of Shares 26
-------------------------------------------------------------
Redemption of Shares 34
-------------------------------------------------------------
Valuation of Shares 37
-------------------------------------------------------------
Exchange Privilege 39
-------------------------------------------------------------
Distributor 45
-------------------------------------------------------------
Dividends, Distributions and Taxes 46
-------------------------------------------------------------
Additional Information 48
-------------------------------------------------------------
</TABLE>
2
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
---------------------------------------------------------------------------
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY DETAILED INFORMATION
APPEARING ELSEWHERE IN THIS PROSPECTUS AND IN THE STATEMENT OF ADDITIONAL
INFORMATION. CROSS REFERENCES IN THIS SUMMARY ARE TO HEADINGS IN THE
PROSPECTUS.
SEE "TABLE OF CONTENTS."
BENEFITS TO INVESTORS THE FUND OFFERS INVESTORS SEVERAL IMPORTANT BENEFITS:
- Ownership of a professionally managed diversified portfolio of
securities of
foreign and domestic issuers.
- Investment liquidity through convenient purchase and redemption
procedures.
- A convenient way to invest without the administrative and recordkeeping
burdens normally associated with the direct ownership of securities.
- Different methods for purchasing shares that allow investment
flexibility and
a wider range of investment alternatives.
- Automatic dividend reinvestment feature, plus exchange privilege within
the
same class of shares of most other funds in the Smith Barney Shearson
Group
of Funds.
INVESTMENT OBJECTIVE The Fund is an open-end, diversified, management
investment
company that seeks to achieve long-term growth of capital by investing
principally in common stocks of foreign and domestic issuers. See
"Investment
Objective and Management Policies."
VARIABLE PRICING SYSTEM The Fund offers several classes of shares
("Classes")
designed to provide investors with the flexibility of selecting an
investment
best suited to their needs. The general public is offered two classes of
shares:
Class A shares and Class B shares which differ principally in terms of the
sales
charges and rate of expenses to which they are subject. In addition, a
third
class--Class D shares--is offered only to plans participating in the Smith
Barney 401(k) Program (the "401(k) Program"). See "Variable Pricing System"
and
"Purchase of Shares--Smith Barney 401(k) Program."
3
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
PROSPECTUS SUMMARY (CONTINUED)
CLASS A SHARES These shares are offered at net asset value per share plus a
maximum initial sales charge of 5%. The Fund pays an annual service fee of
.25%
of the value of average daily net assets of this Class. See "Purchase of
Shares."
CLASS B SHARES These shares are offered at net asset value per share
subject to
a maximum contingent deferred sales charge ("CDSC") of 5% of redemption
proceeds, declining by 1% each year after the date of purchase to zero. The
Fund
pays an annual service fee of .25% and an annual distribution fee of .75%
of the
value of average daily net assets of this Class. See "Purchase of Shares."
CLASS B CONVERSION FEATURE Class B shares will convert automatically to
Class A
shares, based on relative net asset value, eight years after the date of
original purchase. Upon conversion, these shares will no longer be subject
to an
annual distribution fee. The first of these conversions will commence on or
about September 30, 1994. See "Variable Pricing System--Class B Shares."
401(K) PROGRAM Investors may be eligible to participate in the 401(k)
Program,
which is generally designed to assist employers or plan sponsors in the
creation
and operation of retirement plans under Section 401(a) of the Internal
Revenue
Code of 1986, as amended (the "Code"), as well as other types of
participant
directed, tax-qualified employee benefit plans (collectively,
"Participating
Plans"). Class A, Class B and Class D shares are available as investment
alternatives for Participating Plans. Class A and Class B shares acquired
through the 401(k) Program are subject to the same service and/or
distribution
fee as, but different sales charge and CDSC schedules than, the Class A and
Class B shares acquired by other investors. Class D shares acquired by
Participating Plans are offered at net asset value per share without any
sales
charge or CDSC. The Fund pays annual service and distribution fees based on
the
value of the average daily net assets attributable to this Class. See
"Purchase
of Shares -- Smith Barney 401(k) Program."
PURCHASE OF SHARES Shares may be purchased through the Fund's distributor,
Smith
Barney Inc. ("Smith Barney"), or a broker that clears securities
transactions
through Smith Barney on a fully disclosed basis (an "Introducing Broker").
Direct purchases by certain retirement plans may be made through the Fund's
transfer agent, The Shareholder Services Group,
4
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
PROSPECTUS SUMMARY (CONTINUED)
Inc. ("TSSG"), a subsidiary of First Data Corporation. Smith Barney
recommends
that, in most cases, single investments of $250,000 or more should be made
in
Class A shares. See "Purchase of Shares."
INVESTMENT MINIMUMS Investors are subject to a minimum initial investment
requirement of $1,000 and a minimum subsequent investment requirement of
$200.
However, for Individual Retirement Accounts ("IRAs") and Self-Employed
Retirement Plans, the minimum initial investment requirement is $250 and
the
minimum subsequent investment requirement is $100 and for certain qualified
retirement plans, the minimum initial and subsequent investment requirement
is
$25. See "Purchase of Shares."
SYSTEMATIC INVESTMENT PLAN The Fund offers shareholders a Systematic
Investment
Plan under which they may authorize the automatic placement of a purchase
order
each month or quarter for Fund shares in an amount not less than $100. See
"Purchase of Shares."
REDEMPTION OF SHARES Shares may be redeemed on each day the New York Stock
Exchange, Inc. ("NYSE") is open for business. Class A and Class D shares
are
redeemable at net asset value and Class B shares are redeemable at net
asset
value less any applicable CDSC. See "Redemption of Shares."
MANAGEMENT OF THE FUND Smith, Barney Advisers, Inc. ("SBA") serves as the
Fund's
investment adviser and administrator. SBA is a wholly owned subsidiary of
Smith
Barney Holdings Inc. ("Holdings"), which is in turn a wholly owned
subsidiary of
The Travelers Inc. ("Travelers"). Travelers is a diversified financial
services
holding company engaged through its subsidiaries principally in the
businesses
of consumer financial, investment and insurance services.
The Boston Company Advisors, Inc. ("Boston Advisors") serves as the
Fund's
sub-administrator. Boston Advisors is a wholly owned subsidiary of The
Boston
Company, Inc. ("TBC"), a financial services holding company, which in turn
is a
wholly owned subsidiary of Mellon Bank Corporation ("Mellon"). See
"Management
of the Fund."
5
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
PROSPECTUS SUMMARY (CONTINUED)
EXCHANGE PRIVILEGE Shares of a Class may be exchanged for shares of the
same
class of certain other funds in the Smith Barney Shearson Group of Funds.
Certain exchanges may be subject to a sales charge differential. See
"Exchange
Privilege."
VALUATION OF SHARES Net asset value of each Class is quoted daily in the
financial section of most newspapers and is also available from your Smith
Barney Financial Consultant. See "Valuation of Shares."
DIVIDENDS AND DISTRIBUTIONS Dividends are paid annually from net investment
income. Distributions of net realized capital gains are also paid annually.
See
"Dividends, Distributions and Taxes."
REINVESTMENT OF DIVIDENDS Dividends and distributions paid on shares of a
Class
will be reinvested automatically, unless otherwise specified by an
investor, in
additional shares of the same Class at current net asset value. Shares
acquired
by dividend and distribution reinvestments will not be subject to any sales
charge or CDSC. Class B shares acquired through dividend and distribution
reinvestments will become eligible for conversion to Class A shares on a
pro-rata basis. See "Dividends, Distributions and Taxes" and "Variable
Pricing
System."
RISK FACTORS AND SPECIAL CONSIDERATIONS There can be no assurance that the
Fund
will achieve its investment objective. In investing in securities of
companies
and governments of foreign nations, the Fund will be subject to risks and
special considerations beyond those inherent in domestic investments.
Included
among those risks and special considerations are those resulting from
fluctuations in currency exchange rates, revaluation of currencies, future
political and economic developments and the possible imposition of
limitations
on the repatriation of currencies or other foreign governmental laws or
restrictions, reduced availability of public information concerning
issuers, and
the lack of uniform accounting, auditing and financial reporting standards
or of
other regulatory practices and requirements comparable to those applicable
to
domestic companies. In addition, the possibility exists in certain foreign
countries of expropriation, nationalization, confiscatory taxation and
limitations on the use or removal of funds or other assets of the Fund,
including the withholding of dividends. Certain of the investments held by
the
Fund and certain of the investment strategies that the Fund may employ
might
expose it to risks and special considerations. See "Investment Objective
and
Management Policies."
6
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
PROSPECTUS SUMMARY (CONTINUED)
THE FUND'S EXPENSES The following expense table lists the costs and
expenses an
investor will incur either directly or indirectly as a shareholder of the
Fund,
based on the maximum sales charge or maximum CDSC that may be incurred at
the
time of purchase or redemption and of the Fund's operating expenses for its
most
recent fiscal year:
<TABLE>
<CAPTION>
CLASS A CLASS B
CLASS C CLASS D
<S> <C> <C> <C>
<C>
------------------------------------------------------------------------
-------------
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on
purchases
(as a percentage of offering
price) 5.00% -- --
--
Maximum CDSC (as a percentage of
redemption proceeds) -- 5.00% --
--
------------------------------------------------------------------------
-------------
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net
assets)
Management fees 1.00% 1.00%
1.00% 1.00%
12b-1 fees* .25 1.00 --
1.00
Other expenses** .64 .71
.40 .48
------------------------------------------------------------------------
-------------
TOTAL FUND OPERATING EXPENSES 1.89% 2.71%
1.40% 2.48%
------------------------------------------------------------------------
-------------
<FN>
*Upon conversion of Class B shares to Class A shares, such shares will
no longer be
subject to a distribution fee.
**All expenses are based on data for the Fund's fiscal year ended April
30, 1994.
</TABLE>
The sales charge and CDSC set forth in the above table are the maximum
charges
imposed on purchases or redemptions of Fund shares and investors may pay
actual
charges of less than 5% depending on the amount purchased, and in the case
of
Class B shares, the length of time the shares are held and whether the
shares
are held through the 401(k) Program. See "Purchase of Shares" and
"Redemption of
Shares." Management fees paid by the Fund include investment advisory fees
paid
to SBA in an amount equal to .80% of the value of the Fund's average daily
net
assets and administration fees in an amount equal to .20% of the value of
the
Fund's average daily net assets. The nature of the services for which the
Fund
pays management fees is described under "Management of the Fund." Smith
Barney
receives an annual 12b-1 service fee of .25% of the value of average daily
net
assets of Class A shares. Smith Barney also receives with respect to the
Class B
and Class D shares an annual 12b-1 fee of 1.00% of the value of average
daily
net assets of Class B and Class D shares, consisting of a
7
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
PROSPECTUS SUMMARY (CONTINUED)
.75% distribution fee and a .25% service fee. "Other expenses" in the above
table include fees for shareholder services, custodial fees, legal and
accounting fees, printing costs and registration fees.
EXAMPLE
The following example demonstrates the projected dollar amount of total
cumulative expenses that would be incurred over various periods with
respect to
a hypothetical $1,000 investment in the Fund assuming a 5% total return.
THE
EXAMPLE ASSUMES PAYMENT BY THE FUND OF OPERATING EXPENSES AT THE LEVELS SET
FORTH IN THE ABOVE TABLE. THE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION
OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE
SHOWN. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL RETURN, THE FUND'S
ACTUAL
PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN GREATER OR LESS
THAN
5%.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS
10 YEARS*
<S> <C> <C> <C>
<C>
--------------------------------------------------------------------------
------
Class A shares** $69 $ 89 $112
$221
Class B shares:
Assumes complete redemption at end
of each time period*** 77 114 153
306
Assumes no redemption 27 84 143
306
Class C shares 14 44 77
168
Class D shares 25 77 132
282
--------------------------------------------------------------------------
------
<FN>
*Ten-year figures assume conversion of Class B shares to Class A shares
at the
end of the eighth year following the date of purchase.
**Assumes deduction at the time of purchase of the maximum 5% sales
charge.
***Assumes deduction at the time of redemption of the maximum CDSC
applicable for
that time period.
</TABLE>
8
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
--------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
THE FOLLOWING INFORMATION HAS BEEN AUDITED BY COOPERS & LYBRAND,
INDEPENDENT
ACCOUNTANTS, WHOSE REPORT THEREON APPEARS IN THE FUND'S ANNUAL REPORT DATED
APRIL 30, 1994. THIS INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE
FINANCIAL STATEMENTS AND RELATED NOTES THAT ALSO APPEAR IN THE FUND'S
ANNUAL
REPORT, WHICH IS INCORPORATED BY REFERENCE INTO THE STATEMENT OF ADDITIONAL
INFORMATION.
<TABLE>
<CAPTION>
YEAR YEAR YEAR
YEAR YEAR
ENDED ENDED ENDED
ENDED ENDED
4/30/94#+++ 4/30/93# 4/30/92
4/30/91 4/30/90
<S> <C> <C> <C>
<C> <C>
Net Asset Value, beginning of year $ 26.59 $ 24.78 $ 24.83
$ 26.03 $ 25.49
---------------------------------------------------------------------------
----------
Income from investment operations:
Net investment income 0.04 0.24 0.30
0.45 0.36
Net realized and unrealized
gain/(loss) on investments 3.15 1.57 (0.35)
(0.36) 0.81
---------------------------------------------------------------------------
----------
Total from investment operations 3.19 1.81 (0.05)
0.09 1.17
Less distributions:
Distributions in excess of net
investment income (0.03) -- --
-- --
Distributions from net investment
income -- -- --
(0.40) (0.63)
Distributions from net realized
capital gains (0.07) -- --
(0.89) --
---------------------------------------------------------------------------
----------
Total distributions (0.10) 0.00 0.00
(1.29) (0.63)
---------------------------------------------------------------------------
----------
Net Asset Value, end of year $ 29.68 $ 26.59 $ 24.78
$ 24.83 $ 26.03
---------------------------------------------------------------------------
----------
Total return++ 12.00% 7.30% (0.20)%
0.64% 4.43%
---------------------------------------------------------------------------
----------
Ratios to average net
assets/supplemental data:
Net assets, end of year (in 000's) $34,747 $29,679 $53,884
$62,740 $77,319
Ratio of expenses to average net
assets 1.89% 1.99% 1.59%
1.51% 1.63%
Ratio of net investment income to
average net
assets 0.15% 0.97% 1.29%
1.76% 1.36%
Portfolio turnover rate 93% 71% 35%
54% 41%
---------------------------------------------------------------------------
----------
<FN>
*The Fund commenced operations on July 26, 1984. Any shares in existence
prior to November 6,
1992 were designated as Class A shares.
**Annualized expense ratio before reimbursement of fees by investment
adviser and sub-investment
adviser and administrator were 1.58% for the year ended April 30, 1986
and 1.79% for the
period ended April 30, 1985.
***Net investment income before reimbursement of fees by investment adviser
and sub-investment
adviser and administrator were $0.38 for the year ended April 30, 1986
and $0.58 for the
period ended April 30, 1985.
+Annualized.
++Total return represents aggregate total return for the period indicated
and does not reflect
any applicable sales charge.
+++As of March 21, 1994, the Fund changed its investment adviser from
Lehman Brothers Global
Asset Management Limited to its current investment adviser SBA.
#Per share numbers have been calculated using the monthly average shares
method, which more
appropriately presents the per share data for these years since the use
of the undistributed
income method did not accord with results of operations for all classes
of shares.
</TABLE>
9
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR YEAR YEAR
YEAR PERIOD
ENDED ENDED ENDED
ENDED ENDED
4/30/89 4/30/88 4/30/87
4/30/86 4/30/85*
<S> <C> <C> <C>
<C> <C>
Net Asset Value, beginning of year $ 24.26 $ 33.78 $ 35.60
$ 20.90 $ 19.00
---------------------------------------------------------------------------
----------
Income from investment operations:
Net investment income 0.26 0.35 0.12
0.44*** 0.61***
Net realized and unrealized gain/
(loss) on investments 1.27 (3.71) 4.24
14.92 1.29
---------------------------------------------------------------------------
----------
Total from investment operations 1.53 (3.36) 4.36
15.36 1.90
Less distributions:
Distributions in excess of net
investment income -- -- --
-- --
Distributions from net investment
income (0.30) (0.17) (0.15)
(0.37) --
Distributions from net realized
capital gains -- (5.99) (6.03
(0.29) --
---------------------------------------------------------------------------
----------
Total distributions (0.30) (6.16) (6.18)
(0.66) 0.00
---------------------------------------------------------------------------
----------
Net Asset Value, end of year $ 25.49 $ 24.26 $ 33.78
$ 35.60 $ 20.90
---------------------------------------------------------------------------
----------
Total return++ 6.39% (12.87)% 13.75%
75.61% 10.00%
---------------------------------------------------------------------------
----------
Ratios to average net assets/
supplemental data:
Net assets, end of year (in 000's) $101,375 $152,948 $277,266
$307,812 $60,681
Ratio of expenses to average net
assets 1.72% 1.30% 1.60%
1.30%** 1.54%+**
Ratio of net investment income to
average net assets 1.48% 0.91% 0.36%
1.64% 4.13%+
Portfolio turnover rate 53% 65% 127%
85% 86%
---------------------------------------------------------------------------
----------
<FN>
*The Fund commenced operations on July 26, 1984. Any shares in existence
prior to November 6, 1992
were designed as Class A shares.
**Annualized expense ratio before reimbursement of fees by investment
adviser and sub-investment
adviser and administrator were 1.58% for the year ended April 30, 1986
and 1.79% for the period
ended April 30, 1985.
***Net investment income before reimbursement of fees by investment adviser
and sub-investment
adviser and administrator were $0.38 for the year ended April 30, 1986
and $0.58 for the period
ended April 30, 1985.
+Annualized.
++Total return represents aggregate total return for the periods indicated
and does not reflect any
applicable sales charge.
</TABLE>
10
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
FINANCIAL HIGHLIGHTS (CONTINUED)
FOR A CLASS B SHARE OUTSTANDING THROUGHOUT EACH PERIOD:
<TABLE>
<CAPTION>
YEAR
PERIOD
ENDED
ENDED
4/30/94#+++
4/30/93*#
<S> <C>
<C>
Net Asset Value, beginning of period $ 26.49 $
24.34
---------------------------------------------------------------------------
--------
Income from investment operations:
Net investment loss (0.19)
(0.03)
Net realized and unrealized gain on investments 3.11
2.18
---------------------------------------------------------------------------
--------
Total from investment operations 2.92
2.15
Less distributions:
Distributions from net realized capital gains (0.07)
--
---------------------------------------------------------------------------
--------
Net Asset Value, end of period $ 29.34 $
26.49
---------------------------------------------------------------------------
--------
Total return++ 11.04%
9.33%
---------------------------------------------------------------------------
--------
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's) $63,960
$32,083
Ratio of expenses to average net assets 2.71%
3.13%+
Ratio of net investment loss to average net assets (0.66)%
(0.26)%+
Portfolio turnover rate 93%
71%
---------------------------------------------------------------------------
--------
<FN>
*On November 6, 1992, the Fund commenced selling Class B shares.
+Annualized.
++Total return represents aggregate total return for the periods indicated
and
does not reflect any applicable sales charge.
+++As of March 21, 1994, the Fund changed its investment adviser from
Lehman
Brothers Global Asset Management Limited to its current investment
adviser SBA.
#The per share amounts have been calculated using the monthly average
shares
method, which more appropriately presents per share data for these
periods since
the use of the undistributed method did not accord with results of
operations.
</TABLE>
11
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
FINANCIAL HIGHLIGHTS (CONTINUED)
FOR A CLASS C SHARE OUTSTANDING THROUGHOUT EACH PERIOD:
<TABLE>
<CAPTION>
YEAR
PERIOD
ENDED
ENDED
4/30/94#+++
4/30/93*#
<S> <C>
<C>
Net Asset Value, beginning of period $ 26.65 $
24.23
---------------------------------------------------------------------------
--------
Income from investment operations:
Net investment income 0.19
0.15
Net realized and unrealized gain on investments 3.09
2.27
---------------------------------------------------------------------------
--------
Total from investment operations 3.28
2.42
Less distributions:
Distributions in excess of net investment income (0.08)
--
Distributions from net realized capital gains (0.07)
--
---------------------------------------------------------------------------
--------
Total distributions (0.15)
--
---------------------------------------------------------------------------
--------
Net Asset Value, end of period $ 29.78 $
26.65
---------------------------------------------------------------------------
--------
Total return++ 12.34%
9.99%
---------------------------------------------------------------------------
--------
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's) $13,480
$20,250
Ratio of expenses to average net assets 1.40%
1.66%+
Ratio of net investment income to average net assets 0.64%
1.21%+
Portfolio turnover rate 93%
71%
---------------------------------------------------------------------------
--------
<FN>
*On November 6, 1992, the Fund commenced selling Class C shares.
+Annualized.
++Total return represents aggregate total return for the periods
indicated.
+++As of March 21, 1994, the Fund changed its investment adviser from
Lehman
Brothers Global Asset Management Limited to its current investment
adviser SBA.
#The per share amounts have been calculated using the monthly average
shares
method, which more appropriately presents per share data for these
periods since
the use of the undistributed method did not accord with results of
operations.
</TABLE>
12
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
FINANCIAL HIGHLIGHTS (CONTINUED)
FOR A CLASS D SHARE OUTSTANDING THROUGHOUT EACH PERIOD:
<TABLE>
<CAPTION>
PERIOD
ENDED
4/30/94*#+++
<S> <C>
Net Asset Value, beginning of period $28.65
-------------------------------------------------------------------
Income from investment operations:
Net investment loss (0.06)
Net realized and unrealized gain on investments 1.06
-------------------------------------------------------------------
Total from investment operations 1.00
Less distributions:
Distributions from net realized capital gains (0.07)
-------------------------------------------------------------------
Net Asset Value, end of period $29.58
-------------------------------------------------------------------
Total return++ 3.50%
-------------------------------------------------------------------
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's) $ 326
Ratio of expenses to average net assets 2.48%+
Ratio of net investment loss to average net assets (0.43)%+
Portfolio turnover rate 93%
-------------------------------------------------------------------
<FN>
*The Fund commenced selling Class D shares on October 22, 1993.
+Annualized.
++Total return represents aggregate total return for the periods
indicated.
+++As of March 21, 1994, the Fund changed its investment adviser
from Lehman Brothers Global Asset Management Limited to its
current investment adviser SBA.
#The per share amounts have been calculated using the monthly
average shares method, which more appropriately presents per
share data for this period since use of the undistributed method
did not accord with results of operations.
</TABLE>
13
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
--------------------------------------------------------------------
VARIABLE PRICING SYSTEM
The Fund offers individual investors two methods of purchasing shares,
thus
enabling investors to choose the Class that best suits their needs, given
the
amount of purchase and intended length of investment. A third class-- Class
D--is offered only to Participating Plans.
CLASS A SHARES. Class A shares are sold at net asset value per share plus
a
maximum initial sales charge of 5% imposed at the time of purchase. The
initial
sales charge may be reduced or waived for certain purchases. Class A shares
are
subject to an annual service fee of .25% of the value of the Fund's average
daily net assets attributable to the Class. The annual service fee is used
by
Smith Barney to compensate its Financial Consultants for ongoing services
provided to shareholders. The sales charge is used to compensate Smith
Barney
for expenses incurred in selling Class A shares. See "Purchase of Shares."
CLASS B SHARES. Class B shares are sold at net asset value per share
subject
to a maximum 5% CDSC, which is assessed only if the shareholder redeems
shares
within the first five years of investment. This results in 100% of the
investor's assets' being used to acquire shares of the Fund. For each year
of
investment within this five-year time frame, the applicable CDSC declines
by 1%;
in year six, the applicable CDSC is reduced to 0%. See "Purchase of Shares"
and
"Redemption of Shares."
Class B shares are subject to an annual service fee of .25% and an annual
distribution fee of .75% of the value of the Fund's average daily net
assets
attributable to the Class. Like the service fee applicable to Class A
shares,
the Class B service fee is used to compensate Smith Barney Financial
Consultants
for ongoing services provided to shareholders. Additionally, the
distribution
fee paid with respect to Class B shares compensates Smith Barney for
expenses
incurred in selling those shares, including expenses such as sales
commissions,
Smith Barney branch office overhead expenses, and marketing costs
associated
with Class B shares, such as preparation of sales literature, advertising
and
printing and distributing prospectuses, statements of additional
information and
other materials to prospective investors in Class B shares. A Financial
Consultant may receive different levels of compensation for selling
different
Classes of shares. Class B shares are subject to a distribution fee and
higher
transfer agency fees than Class A shares which, in turn, will cause Class B
shares to have a higher expense ratio and pay lower dividends than Class A
shares.
14
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
VARIABLE PRICING SYSTEM (CONTINUED)
Eight years after the date of purchase, Class B shares will convert
automatically to Class A shares, based on the relative net asset values for
shares of each Class, and will no longer be subject to a distribution fee.
In
addition, a certain portion of Class B shares that have been acquired
through
the reinvestment of dividends and distributions ("Class B Dividend Shares")
will
be converted at that time. That portion will be a percentage of the total
number
of shares owned by the shareholder equal to the ratio of the total number
of
Class B shares converting at the time to the total number of Class B shares
(other than Class B Dividend Shares) owned by the shareholder. The first of
these conversions will commence on or about September 30, 1994. The
conversion
of Class B shares into Class A shares is subject to the continuing
availability
of an opinion of counsel to the effect that such conversions will not
constitute
taxable events for Federal tax purposes.
CLASS D SHARES. Class D shares of the Fund are sold to Participating
Plans at
net asset value per share and are not subject to an initial sales charge or
CDSC. This Class of shares is subject to an annual service fee of .25% and
an
annual distribution fee of .75% of the value of the Fund's average daily
net
assets attributable to Class D shares. The distribution fee is used by
Smith
Barney for expenses incurred in selling Class D shares, and the service fee
is
used to compensate Smith Barney Financial Consultants for ongoing services
provided to Class D shareholders. Class D shares are subject to a
distribution
fee which will cause Class D shareholders to have a higher expense ratio
and to
pay lower dividends than Class A shares.
--------------------------------------------------------------------
THE FUND'S PERFORMANCE
TOTAL RETURN
From time to time, the Fund may advertise its "average annual total
return"
over various periods of time for each Class of shares. Such total return
figures
show the average percentage change in the value of an investment in the
Class
from the beginning date of the measuring period to the end of the measuring
period. These figures reflect changes in the price of the shares and assume
that
any income dividends and/or capital gains distributions made by the Fund
during
the period were reinvested in shares
15
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
THE FUND'S PERFORMANCE (CONTINUED)
of the same Class. Class A total return figures include the maximum initial
5%
sales charge and Class B total return figures include any applicable CDSC.
These
figures also take into account the service and distribution fees, if any,
payable with respect to the Classes.
Figures will be given for the recent one-, five- and ten-year periods, or
the
life of a Class to the extent it has not been in existence for any such
periods,
and may be given for other periods as well, such as on a year-by-year
basis.
When considering average annual total return figures for periods longer
than one
year, it is important to note that the average annual total return for any
one
year in the period might have been greater or less than the average for the
entire period. "Aggregate total return" figures may be used for various
periods,
representing the cumulative change in value of an investment in a Class for
the
specific period (again reflecting changes in share prices and assuming
reinvestment of dividends and distributions). Aggregate total return may be
calculated either with or without the effect of the maximum 5% sales charge
for
the Class A shares or any applicable CDSC for Class B shares and may be
shown by
means of schedules, charts, or graphs, and indicate subtotals of the
various
components of total return (that is, change in value of initial investment,
income dividends and capital gains distributions). Because of the
differences in
sales charges and distribution fees, the performance for each of the
Classes
will differ.
In reports or other communications to shareholders or in advertising
material,
performance of the Classes may be compared with that of other mutual funds
or
classes of shares of other funds, as the case may be, as listed in the
rankings
prepared by Lipper Analytical Services, Inc., or similar, independent
services
that monitor the performance of mutual funds, or other industry or
financial
publications such as BARRON'S, BUSINESS WEEK, CDA INVESTMENT TECHNOLOGIES,
INC.,
FORBES, FORTUNE, INSTITUTIONAL INVESTOR, INVESTORS DAILY, KIPLINGER'S
PERSONAL
FINANCE, MONEY, MORNINGSTAR MUTUAL FUND VALUES, THE NEW YORK TIMES, USA
TODAY
and THE WALL STREET JOURNAL. It is important to note that total return
figures
are based on historical earnings and are not intended to indicate future
performance. To the extent any advertising or sales literature of the Fund
describes the expenses or performance of a Class, it will also disclose
such
information for its other classes. The Statement of Additional Information
contains a description of the methods used to determine performance.
Performance
figures may be obtained from your Smith Barney Financial Consultant.
16
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
--------------------------------------------------------------------
MANAGEMENT OF THE FUND
BOARD OF TRUSTEES
Overall responsibility for management and supervision of the Fund rests
with
the Fund's Board of Trustees. The Trustees approve all significant
agreements
between the Fund and the companies that furnish services to the Fund,
including
agreements with the Fund's distributor, investment adviser, administrator,
custodian and transfer agent. The day-to-day operations of the Fund are
delegated to the Fund's investment adviser and administrator. The Statement
of
Additional Information contains general background information regarding
each
Trustee and executive officer of the Fund.
INVESTMENT ADVISER AND ADMINISTRATOR -- SBA
SBA is located at 1345 Avenue of the Americas, New York, New York 10105,
and
serves as the Fund's investment adviser and administrator. SBA has been in
the
investment counseling business since 1968 and renders investment advice to
investment companies and had aggregate assets under management as of May
31,
1994, in excess of $9 billion.
Subject to the supervision and direction of the Fund's Board of Trustees,
SBA
manages the Fund's portfolio in accordance with the Fund's stated
investment
objective and policies, makes investment decisions for the Fund, places
orders
to purchase and sell securities and employs professional portfolio managers
and
securities analysts who provide research services to the Fund. SBA became
the
Fund's administrator on April 21, 1994 and is responsible for all aspects
of the
Fund's administration and operation. From the period of April 21, 1994
through
April 30, 1994, SBA received administration fees in an amount equal to
.0000058%
of the value of the Fund's average daily net assets.
PORTFOLIO MANAGEMENT
On January 20, 1994, the Board of Trustees elected Mr. Jeffrey J. Russell
as
Vice President and Investment Officer of the Fund and Mr. James B. Conheady
as
Investment Officer of the Fund. Messrs. Russell and Conheady are
responsible for
managing the day-to-day operations of the Fund, including the making of all
investment decisions.
The management discussion and analysis, and additional performance
information
regarding the Fund during the fiscal year ended April 30, 1994,
17
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
MANAGEMENT OF THE FUND (CONTINUED)
are included in the Annual Report dated April 30, 1994. A copy of the
Annual
Report may be obtained upon request and without charge from your Smith
Barney
Financial Consultant or by writing or calling the Fund at the address or
telephone number listed on page one of this Prospectus.
SUB-ADMINISTRATOR--BOSTON ADVISORS
Boston Advisors is located at One Boston Place, Boston, Massachusetts
02108
and serves as the Fund's sub-administrator. Boston Advisors provides
advisory,
investment management, administrative and/or sub-administrative services to
investment companies, which had aggregate assets under management as of May
31,
1994, in excess of $89 billion.
Boston Advisors calculates the net asset value of the Fund's shares and
generally assists SBA in all aspects of the Fund's administration and
operation.
For the fiscal year ended April 30, 1994, Boston Advisors was sub-
investment
adviser and/or administrator to the Fund and received sub-investment
advisory
and/or administration fees in an amount equal to .1999942% of the value of
the
Fund's average daily net assets.
--------------------------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The investment objective of the Fund is long-term growth of capital by
investing principally in foreign and domestic securities. This investment
objective may not be changed without the approval of the holders of a
majority
of the Fund's outstanding shares. There is no assurance that the Fund's
investment objective will be achieved.
INTERNATIONAL DIVERSIFICATION
The Fund attempts to achieve its investment objective by investing in a
diversified portfolio of securities of issuers located throughout the
world.
While there are no prescribed limits on geographic asset distribution, the
Fund
normally seeks to include in its portfolio securities of issuers
collectively
having their principal business activities in no fewer than three
countries.
Under normal circumstances, no less than 65% of the Fund's total assets
will
include securities principally traded in markets located in the following
countries: United States, United Kingdom, Canada, Germany,
18
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
France, Switzerland, the Netherlands, Italy, Belgium, Spain, Sweden,
Denmark,
Austria, Norway, Australia, Japan, Hong Kong and Singapore/ Malaysia. The
Fund
may at any one time invest substantial portions of its assets in companies
in
one or more of those countries. In addition, the Fund may invest up to 5%
of its
assets in securities of companies in (or governments of) developing
countries.
Under certain adverse market conditions the Fund may restrict the
securities
markets in which its assets will be invested, and may increase the
proportion of
its assets invested in the U.S. securities markets.
TYPES OF PORTFOLIO INVESTMENTS
The Fund generally emphasizes investment in the common stock of
established
foreign and domestic issuers which SBA believes have potential to further
the
Fund's efforts in achieving its investment objective. In determining
whether a
particular issuer is established, SBA may consider, among other things, the
issuer's capitalization, earnings, market share, liquidity and experience
of
management.
The Fund may invest in securities other than common stock, including, but
not
limited to, convertible securities, preferred stock, warrants, bonds, notes
and
other debt securities. The Fund invests in debt securities when SBA
believes
that the capital appreciation of the debt securities will equal or exceed
the
return on the common stock. The debt securities in which the Fund invests
generally will include obligations of foreign or domestic governments,
agencies
or municipalities, obligations of companies having an outstanding debt
issue
rated Aa or better by Moody's Investors Service, Inc. ("Moody's") or AA or
better by Standard & Poor's Corporation ("S&P"), or obligations of
comparable
quality, as determined by SBA pursuant to guidelines approved by the Fund's
Board of Trustees.
As much as 25% of the value of the Fund's total assets may be invested in
the
securities of issuers, regardless of location, having their principal
business
activities in the same industry. The Fund may invest up to 15% of its
assets in
illiquid or restricted securities including venture capital investments;
that
is, new and early stage companies whose securities are not publicly traded.
Up
to 5% of the Fund's assets also may be invested in securities of companies
that
have been in continuous operation for fewer than three years. The Fund may
invest in securities of foreign issuers in the
19
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
form of American Depositary Receipts ("ADRs") typically issued by domestic
banks
or trust companies. European Depositary Receipts ("EDRs"), which are
sometimes
referred to as Continental Depositary Receipts ("CDRs"), also may be
purchased
by the Fund. EDRs and CDRs generally are issued by non-domestic banks and
evidence ownership of either domestic or foreign securities. The Fund may
borrow
money from banks for temporary or emergency purposes in an amount not
exceeding
10% of the value of the Fund's total assets (including the amount borrowed)
less
liabilities (not including the amount borrowed).
Although the Fund invests primarily for capital appreciation, it may, for
temporary defensive purposes and without limitation, invest in certain
short-
term instruments, including: obligations of the United States government,
its
agencies or instrumentalities; cash in major currencies; certificates of
deposit
and time deposits of domestic and foreign banks; repurchase agreements and
high
quality commercial paper. Generally, such commercial paper will have an
investment rating no lower than A-2 by S&P or P-2 by Moody's or the
equivalent
from another nationally-recognized rating agency or, if unrated, will be
issued
by a company having an outstanding unsecured debt issue currently rated
within
the two highest rating categories. The Fund will not purchase time deposits
that
mature in more than seven days and will limit its interest in time deposits
that
mature between two business and seven calendar days to 10% of its assets.
In addition to the investment policies described in this section, the
Fund's
investment program is subject to further restrictions that are described in
the
Statement of Additional Information.
CURRENCY TRANSACTIONS
The Fund may engage in currency exchange transactions in order to protect
against uncertainty in the level of future exchange rates. The Fund will
conduct
its currency exchange transactions either on a spot (that is, cash) basis
at the
rate prevailing in the current exchange market, or through entering into
forward
contracts to purchase or sell currencies. The Fund's dealings in forward
currency exchange contracts will be limited to hedging involving either
specific
transactions or aggregate portfolio positions. A forward currency contract
involves an obligation to purchase or sell a specific currency at a future
date,
which may be any fixed number of days
20
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
from the date of the contract agreed upon by the parties, at a price set at
the
time of the contract. These contracts (a) are entered into in the interbank
market conducted directly between currency traders (usually large
commercial
banks) and their customers, (b) generally have no deposit requirements and
(c)
are consummated without payment of any commissions. The Fund, however, may
enter
into forward currency contracts containing either or both deposit
requirements
and commissions. In order to assure that the Fund's forward currency
contracts
are not used to achieve investment leverage, the Fund will segregate cash
or
readily available marketable securities in an amount at all times equal to
or
exceeding the Fund's commitment with respect to these contracts. Although
transactions in forward currency contracts are intended to minimize the
risk of
loss due to a decline in the value of the hedged currency, at the same
time,
they tend to limit any potential gain which might result should the value
of
such currency increase. Certain risks associated with currency transactions
are
described below under "Risk Factors and Special Considerations."
REPURCHASE AGREEMENTS
The Fund may invest in repurchase agreements as a short-term cash
management
tool. Under the terms of a typical repurchase agreement, the Fund would
acquire
an underlying debt obligation for a relatively short period (usually not
more
than one week) subject to an obligation of the seller to repurchase, and
the
Fund to resell, the obligation at an agreed-upon price and time, thereby
determining the yield during the Fund's holding period. This arrangement
results
in a fixed rate of return that is not subject to market fluctuations during
the
Fund's holding period. The Fund will enter into repurchase agreements with
banks
which are the issuers of instruments acceptable for purchase by the Fund
and
with certain dealers on the Federal Reserve Bank of New York's list of
reporting
dealers. 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. Certain risks associated
with
repurchase agreements, which may be viewed as loans collateralized by the
underlying securities, are described below under "Risk Factors and Special
Considerations." SBA, acting under the supervision of the Fund's Board of
Trustees, reviews on an ongoing basis the value of the collateral and the
creditworthiness of those banks and dealers with which the Fund enters into
repurchase agreements to evaluate potential risks.
21
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
PORTFOLIO TRANSACTIONS
Most of the Fund's purchases and sales of securities, whether transacted
on a
securities exchange or over-the-counter, will be effected in the primary
trading
markets for the securities. The primary trading market for a given security
generally is located in the country in which the issuer has established its
principal office.
Portfolio securities transactions on behalf of the Fund are placed by SBA
with
a number of brokers and dealers, including Smith Barney. Smith Barney has
advised the Fund that, in transactions with the Fund, Smith Barney charges
a
commission rate at least as favorable as the rate Smith Barney charges its
comparable unaffiliated customers in similar transactions.
RISK FACTORS AND SPECIAL CONSIDERATIONS
FOREIGN SECURITIES. There are certain risks involved in investments in
securities of companies and governments of foreign nations, some of which
are
referred to below, and which are in addition to the usual risks inherent in
domestic investments. These risks include those resulting from fluctuations
in
currency exchange rates, revaluation of currencies, future political and
economic developments and the possible imposition of limitations on the
repatriation of currencies or other foreign governmental laws or
restrictions,
reduced availability of public information concerning issuers, and the lack
of
uniform accounting, auditing and financial reporting standards or of other
regulatory practices and requirements comparable to those applicable to
domestic
companies. Moreover, securities of many foreign companies may be less
liquid and
their prices more volatile than those of securities of comparable domestic
companies. In addition, the possibility exists in certain foreign countries
of
expropriation, nationalization, confiscatory taxation and limitations on
the use
or removal of funds or other assets of the Fund, including the withholding
of
dividends. Foreign securities such as those purchased by the Fund may be
subject
to foreign government taxes that could reduce the yield on such securities.
Because the Fund will invest in securities denominated or quoted in
currencies
other than the U.S. dollar, changes in foreign currency exchange rates will
affect the value of securities in the Fund's portfolio and the unrealized
appreciation or depreciation of investments.
22
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
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 investment, resource self-sufficiency and balance of payments
position.
In addition, venture capital investments of the type that may be made by
the
Fund in limited amounts may present significant opportunities for capital
appreciation but involve a high degree of business and financial risk and
can
result in substantial losses.
WARRANTS. Because a warrant does not carry with it the right to dividends
or
voting rights with respect to the securities which 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.
PREFERRED STOCK. Preferred stocks are generally 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 the 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 stock generally entails less risk
than
common stock. Upon liquidation, preferred stock is entitled to a specified
liquidation preference, which is generally the same as the par or stated
value,
and is 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 stock is subordinated in right of
payment to
all debt obligations and creditors of the issuer, and convertible preferred
stock may be subordinated to other preferred stock of the same issuer.
CONVERTIBLE SECURITIES. Convertible securities are fixed-income
securities
that may be converted at a stated price or exchanged at a stated exchange
ratio
into underlying shares of common stock. The exchange ratio for any
23
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
particular convertible security may be adjusted from time to time due to
stock
splits, dividends, spin-offs, other corporate distributions or scheduled
changes
in the exchange ratio. Convertible bonds and convertible preferred stocks,
until
converted, 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 or exchange 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
stock. No assurance of current income with respect to convertible
securities can
be given, however because the issuers of the convertible securities may
default
on their obligations. Convertible securities 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. In selecting the securities for the Fund's portfolio, SBA
gives
substantial consideration to the potential for capital appreciation of the
common stock underlying the convertible securities. However, there can be
no
assurance of capital appreciation because securities prices fluctuate.
24
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
---------------------------------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
Convertible securities generally are subordinated to other similar but
non-
convertible securities of the same issuer, although convertible bonds, 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
bonds
and convertible preferred stocks typically have lower ratings than similar
non-convertible securities.
REPURCHASE AGREEMENTS. Repurchase agreements could involve certain risks
in
the event of default or insolvency of the other party, including possible
delays
or restrictions upon the 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 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 agreement.
FORWARD CONTRACTS. The market for forward currency contracts may be
limited
with respect to certain currencies which will restrict the Fund's ability
to
hedge against the risk of devaluation of currencies in which the Fund holds
a
substantial quantity of securities and are unrelated to the qualitative
rating
that may be assigned to any particular portfolio security. The successful
use of
forward contracts draws upon special skills and experience with respect to
such
instruments and usually depends on SBA's ability to forecast currency
exchange
rate movements correctly. Should exchange rates move in an unexpected
manner,
the Fund may not achieve the anticipated benefits of forward contracts or
may
realize losses and thus be in a worse position than if such strategies had
not
been used. Unlike futures contracts and options on futures contracts, there
are
no daily price fluctuation limits with respect to forward contracts, and
adverse
market movements could therefore continue to an unlimited extent over a
period
of time. In addition, the correlation between movements in the prices of
forward
contracts and movements in the price of the currencies hedged will not be
perfect.
The Fund's ability to dispose of its positions in forward contracts will
depend on the availability of active markets in such instruments. It is
impossible to predict the amount of trading interest that may exist in
various
types of forward contracts. Forward foreign currency contracts may
25
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
--------------------------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
be closed out only by the parties entering into an offsetting contract.
Therefore, no assurance can be given that the Fund will be able to utilize
these
instruments effectively for the purposes set forth above.
LENDING OF PORTFOLIO SECURITIES. The Fund has the ability to lend
securities
from its portfolio to brokers, dealers and other financial organizations.
Such
loans, if and when made, may not exceed 20% of the Fund's total assets,
taken at
value. Loans of portfolio securities by the Fund will be collateralized by
cash,
letters of credit or U.S. government securities which are maintained at all
times in an amount equal to at least 100% of the current market value
(determined by marking to market daily) of the loaned securities. The risks
in
lending portfolio securities, as 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 SBA to be
of
good standing and will not be made unless, in the judgment of SBA, the
consideration to be earned from such loans would justify the risk.
--------------------------------------------------------------------
PURCHASE OF SHARES
Purchases of shares must be made through a brokerage account maintained
with
Smith Barney or with an Introducing Broker, except that investors
purchasing
shares of the Fund through a qualified retirement plan must do so directly
through the Fund's transfer agent. When purchasing shares of the Fund,
investors
must specify whether the purchase is for Class A, Class B or, in the case
of
Participating Plans, Class D shares. No maintenance fee will be charged in
connection with a brokerage account through which an investor purchases or
holds
shares. Purchases are effected at the public offering price next determined
after a purchase order is received by Smith Barney or the Introducing
Broker
(the "trade date"). Payment for Fund shares generally is due to Smith
Barney or
the Introducing Broker on the fifth business day after the trade date (the
"settlement date"). Investors who make payment prior to the settlement date
may
permit the payment to be held in their brokerage accounts or may designate
a
temporary investment (such as a money market fund in the Smith Barney
26
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
PURCHASE OF SHARES (CONTINUED)
Shearson Group of Funds) for the payment until the settlement date. The
Fund
reserves the right to reject any purchase order and to suspend the offering
of
shares for a period of time.
Purchase orders received by Smith Barney or an Introducing Broker prior
to the
close of regular trading on the NYSE, currently 4:00 p.m., New York time,
on any
business day the Fund calculates its net asset value, are priced according
to
the net asset value determined on that day. Purchase orders received after
the
close of regular trading on the NYSE, are priced as of the time the net
asset
value is next determined. See "Valuation of Shares."
SYSTEMATIC INVESTMENT PLAN. The Fund offers shareholders a Systematic
Investment Plan under which shareholders may authorize Smith Barney or an
Introducing Broker to place a purchase order each month or quarter for Fund
shares in an amount not less than $100. The purchase price is paid
automatically
from cash held in the shareholder's Smith Barney brokerage account or
through
the automatic redemption of the shareholder's shares of a Smith Barney
Shearson
money market fund. For further information regarding the Systematic
Investment
Plan, shareholders should contact their Smith Barney Financial Consultants.
MINIMUM INVESTMENTS. The minimum initial investment in the Fund is $1,000
and
the minimum subsequent investment is $200, except that for purchases
through (a)
IRAs and Self-Employed Retirement Plans, the minimum initial and subsequent
investments are $250 and $100, respectively, (b) retirement plans qualified
under Section 403(b)(7) or Section 401(a) of the Code, the minimum and
subsequent investments are both $25 and (c) the Fund's Systematic
Investment
Plan, the minimum initial and subsequent investments are both $100. There
are no
minimum investment requirements for employees of Travelers and its
subsidiaries,
including Smith Barney. The Fund reserves the right at any time to vary the
initial and subsequent investment minimums. Certificates for Fund shares
are
issued upon request to the Fund's transfer agent, TSSG.
27
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
PURCHASE OF SHARES (CONTINUED)
CLASS A SHARES
The public offering price for Class A shares is the per share net asset
value
of that Class plus a sales charge, which is imposed in accordance with the
following schedule:
<TABLE>
<CAPTION>
SALES CHARGE AS % SALES CHARGE
AS %
AMOUNT OF INVESTMENT* OF OFFERING PRICE OF NET ASSET
VALUE
<S> <C> <C>
------------------------------------------------------------------------
---------
Less than $25,000 5.00% 5.26%
$25,000 but under $100,000 4.00% 4.17%
$100,000 but under $250,000 3.25% 3.36%
$250,000 but under $500,000 2.50% 2.56%
$500,000 but under $1,000,000 2.00% 2.04%
$1,000,000**
------------------------------------------------------------------------
---------
<FN>
* Smith Barney has adopted guidelines directing its Financial
Consultants and
Introducing Brokers that single investments of $250,000 or more
should be made
in Class A shares.
** No sales charge is imposed on purchases of $1 million or more;
however a CDSC
of .75% is imposed for the first year after purchase. The CDSC on
Class A
shares is payable to Smith Barney which compensates its Financial
Consultants
upon the sale of these shares. The CDSC is waived in the same
circumstances in
which the CDSC applicable to Class B shares is waived. See
"Redemption of
Shares-- Contingent Deferred Sales Charge--Class B Shares--Waivers of
CDSC."
</TABLE>
REDUCED SALES CHARGES--CLASS A SHARES
Reduced sales charges are available to investors who are eligible to
combine
their purchases of Class A shares to receive volume discounts. Investors
eligible to receive volume discounts include individuals and their
immediate
families, tax-qualified employee benefit plans and trustees or other
professional fiduciaries (including a bank or an investment adviser
registered
with the SEC under the Investment Advisers Act of 1940, as amended)
purchasing
shares for one or more trust estates or fiduciary accounts even though more
than
one beneficiary is involved. The initial sales charge is also reduced to 1%
for
Smith Barney Personal Living Trust program participants for whom Smith
Barney
acts as trustee. Reduced sales charges on Class A shares are also available
under a combined right of accumulation, under which an investor may combine
the
value of Class A shares already held in the Fund and in any of the funds in
the
Smith Barney Shearson Group of Funds listed below (except those sold
without a
sales charge), along with the value of the Class A shares being purchased,
to
qualify for a reduced sales charge. For example, if an investor owns Class
A
28
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
PURCHASE OF SHARES (CONTINUED)
shares of the Fund and other funds in the Smith Barney Shearson Group of
Funds
that have an aggregate value of $22,000, and makes an additional investment
in
Class A shares of the Fund of $4,000, the sales charge applicable to the
additional investment would be 4%, rather than the 5% normally charged on a
$4,000 purchase. Investors interested in further information regarding
reduced
sales charges should contact their Smith Barney Financial Consultants.
Class A shares of the Fund may be offered without any applicable sales
charges
to: (a) employees of Travelers and its subsidiaries, including Smith
Barney,
employee benefit plans for such employees and their immediate families when
orders on their behalf are placed by such employees; (b) accounts managed
by
registered investment advisory subsidiaries of Travelers; (c) directors,
trustees or general partners of any investment company for which Smith
Barney
serves as distributor; (d) any other investment company in connection with
the
combination of such company with the Fund by merger, acquisition of assets
or
otherwise; (e) shareholders who have redeemed Class A shares in the Fund
(or
Class A shares of another fund in the Smith Barney Shearson Group of Funds
that
are sold with a maximum 5% sales charge) and who wish to reinvest their
redemption proceeds in the Fund, provided the reinvestment is made within
30
days of the redemption; and (f) any client of a newly-employed Smith Barney
Financial Consultant (for a period up to 90 days from the commencement of
the
Financial Consultant's employment with Smith Barney), on the condition that
the
purchase is made with the proceeds of the redemption of shares of a mutual
fund
that (i) was sponsored by the Financial Consultant's prior employer, (ii)
was
sold to a client by the Financial Consultant, and (iii) when purchased,
such
shares were sold with a sales charge or are subject to a charge upon
redemption.
CLASS B SHARES
The public offering price for Class B shares is the per share net asset
value
of that Class. No initial sales charge is imposed at the time of purchase.
A
CDSC is imposed, however, on certain redemptions of Class B shares. See
"Redemption of Shares" which describes the CDSC in greater detail.
29
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
PURCHASE OF SHARES (CONTINUED)
Smith Barney has adopted guidelines in view of the relative sales charges
and
distribution fees applicable to the Classes, directing Smith Barney
Financial
Consultants and Introducing Brokers that all purchases of shares of
$250,000 or
more should be in Class A shares. Smith Barney reserves the right to vary
these
guidelines at any time.
CLASS C SHARES
Prior to July 30, 1993, the Fund offered a fourth class of shares, Class
C
shares to (a) tax-exempt employee benefit and retirement plans of Smith
Barney
and its affiliates and (b) certain UITs sponsored by Smith Barney and its
affiliates. Although Class C shares are no longer offered for purchase,
shareholders holding Class C shares of the Fund may exchange them for Class
C
shares of certain other funds as indicated under "Exchange Privilege."
SMITH BARNEY 401(K) PROGRAM
Investors may be eligible to participate in the 401(k) Program, which is
generally designed to assist employers or plan sponsors in the creation and
operation of retirement plans under Section 401(a) of the Code. To the
extent
applicable, the same terms and conditions are offered to all Participating
Plans
in the 401(k) Program, which include both 401(k) plans and other types of
participant directed, tax-qualified employee benefit plans.
The Fund offers to Participating Plans three classes of shares, Class A,
Class
B and Class D shares, as investment alternatives under the 401(k) Program.
Class
A shares are available to all Participating Plans and are the only
investment
alternative for Participating Plans that are eligible to purchase Class A
shares
at net asset value without a sales charge. In addition, Class B shares are
offered only to Participating Plans satisfying certain criteria with
respect to
the amount of the initial investment and number of employees eligible to
participate in the Plan at that time. Alternatively, Class D shares are
offered
only to Participating Plans that meet other criteria relating to the amount
of
initial investment and number of employees eligible to participate in the
Plan
at that time, as described below.
The Class A and Class B shares acquired through the 401(k) Program are
subject
to the same service and/or distribution fees as, but different sales
30
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
PURCHASE OF SHARES (CONTINUED)
charge and CDSC schedules than, the Class A and Class B shares acquired by
other
investors. Class D shares acquired by Participating Plans are offered at
net
asset value per share without any sales charges or CDSC. The Fund pays
annual
service and distribution fees based on the value of the average daily net
assets
attributable to this Class.
Once a Participating Plan has made an initial investment in the Fund, all
of
its subsequent investments in the Fund must be in the same Class of shares,
except as otherwise described below.
CLASS A SHARES. The sales charges for Class A shares acquired by
Participating
Plans are as follows:
<TABLE>
<CAPTION>
SALES CHARGE AS % SALES CHARGE
AS %
AMOUNT OF INVESTMENT OF OFFERING PRICE OF NET ASSET
VALUE
<S> <C> <C>
------------------------------------------------------------------------
---------
Less than $25,000 5.00% 5.26%
$25,000 but under $100,000 4.00% 4.17%
$100,000 but under $250,000 3.25% 3.36%
$250,000 but under $500,000 2.50% 2.56%
$500,000 but under $750,000 2.00% 2.04%
$750,000 or more .00% .00%
------------------------------------------------------------------------
---------
</TABLE>
A Participating Plan will have a combined right of accumulation, under
which,
to qualify for a reduced sales charge, it may combine the value of Class A
shares being purchased with the value of Class A shares already held in the
Fund
and in any of the funds listed below under "Exchange Privilege" that are
sold
with a sales charge.
Class A shares of the Fund may be offered without any sales charge to any
Participating Plan that: (a) purchases $750,000 or more of Class A shares
of one
or more funds in the Smith Barney Shearson Group of Funds under the
combined
right of accumulation described above; (b) has 250 or more employees
eligible to
participate in the Participating Plan at the time of initial investment in
the
Fund; or (c) currently holds Class A shares in the Fund that were received
as a
result of an exchange of Class B or Class D shares of the Fund as described
below.
Class A shares acquired through the 401(k) Program will not be subject to
a
CDSC.
31
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
PURCHASE OF SHARES (CONTINUED)
CLASS B SHARES. Under the 401(k) Program, Class B shares are offered to
Participating Plans that: (a) purchase less than $250,000 of Class B shares
of
one or more funds in the Smith Barney Shearson Group of Funds that are sold
subject to a CDSC; and (b) that have less than 100 employees eligible to
participate in the Participating Plan at the time of initial investment in
the
Fund. Class B shares acquired by such Plans will be subject to a CDSC of 3%
of
redemption proceeds, if redeemed within eight years of the date the
Participating Plan first purchases Class B shares. No CDSC is imposed to
the
extent that the net asset value of the Class B shares redeemed does not
exceed
(a) the current net asset value of Class B shares purchased through
reinvestment
of dividends or capital gains distributions, plus (b) the current net asset
value of Class B shares purchased more than eight years prior to the
redemption,
plus (c) increases in the net asset value of the shareholders' Class B
shares
above the purchase payments made during the preceding eight years. The CDSC
applicable to a Participating Plan depends on the number of years since the
Participating Plan first became a holder of Class B shares, unlike the CDSC
applicable to other Class B shareholders, which depends on the number of
years
since those shareholders made the purchase payment from which the amount is
being redeemed.
The CDSC will be waived on redemptions of Class B shares in connection
with
lump-sum or other distributions made by a Participating Plan as a result
of: (a)
the retirement of an employee in the Participating Plan, (b) the
termination of
employment of an employee in the Participating Plan, (c) the death or
disability
of an employee in the Participating Plan, (d) the attainment of age 59 1/2
by an
employee in the Participating Plan, (e) hardship of an employee in the
Participating Plan to the extent permitted under Section 401(k) of the
Code, or
(f) redemptions of Class B shares in connection with a loan made by the
Participating Plan to an employee.
Eight years after the date a Participating Plan acquired its first Class
B
share, it will be offered the opportunity to exchange all of its Class B
shares
for Class A shares of the Fund. Such Plans will be notified of the pending
exchange in writing approximately 60 days before the eighth anniversary of
the
purchase date and, unless the exchange has been rejected in writing, the
exchange will occur on or about the eighth anniversary date. Once the
exchange
has occurred, a Participating Plan will not be eligible to acquire
additional
Class B shares of the Fund but instead may acquire Class A shares of the
Fund.
If the Participating Plan elects not to exchange all of its
32
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
PURCHASE OF SHARES (CONTINUED)
Class B shares at that time, each Class B share held by the Participating
Plan
will have the same conversion feature as Class B shares held by other
investors.
See "Variable Pricing System--Class B Shares."
CLASS D SHARES. Class D shares are offered to Participating Plans that
(a)
purchase less than $750,000 but more than $250,000 of Class D shares of one
or
more funds in the Smith Barney Shearson Group of Funds that offer one or
more
Classes of shares subject to a sales charge and/or CDSC; or (b) have at
least
100 but no more than 250 employees eligible to participate in the
Participating
Plan at the time of initial investment in the Fund.
Class D shares acquired by Participating Plans are offered at net asset
value
per share without any sales charge or CDSC. The Fund pays annual service
and
distribution fees based on the value of the average daily net assets
attributable to this Class. Class D shares are not subject to an automatic
conversion feature as are the Class B shares. Participating Plans which
hold
Class D shares valued at $750,000 or more in any fund or funds in the Smith
Barney Shearson Group of Funds that offer one or more Classes of shares
subject
to a sales charge and/or CDSC will be offered the opportunity to exchange
all of
their Class D shares for Class A shares. Such Plans will be notified of the
pending exchange 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 March in the
following
calendar year. Once the exchange has occurred, a Participating Plan will
not be
eligible to acquire Class D shares of the Fund but instead may acquire
Class A
shares of the Fund. Any Class D shares not converted will continue to be
subject
to the distribution fee.
Participating Plans wishing to acquire shares of the Fund through the
401(k)
Program must purchase shares from the Fund's transfer agent. For further
information regarding the 401(k) Program, investors should contact their
Smith
Barney Financial Consultants.
33
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
--------------------------------------------------------------------
REDEMPTION OF SHARES
Shareholders may redeem their shares on any day on which the Fund
calculates
its net asset value. See "Valuation of Shares." Redemption requests
received in
proper form prior to the close of regular trading on the NYSE are priced at
the
net asset value per share determined on that day. 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
request 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
Fund's
transfer agent receives further instructions from Smith Barney, or if the
shareholder's account is not with Smith Barney, from the shareholder
directly.
The Fund normally transmits redemption proceeds for credit to the
shareholder's account at Smith Barney or the Introducing Broker at no
charge
(other than any applicable CDSC) within seven days after receipt of a
redemption
request. Generally, these funds will not be invested for the shareholder's
benefit without specific instruction and Smith Barney will benefit from the
use
of temporarily uninvested funds. A shareholder who pays for Fund shares by
personal check will be credited with the proceeds of a redemption of those
shares only after the purchase check has been collected, which may take up
to 10
days or more. A shareholder who anticipates the need for more immediate
access
to his or her investment should purchase shares with Federal funds, by bank
wire
or a certified or cashier's check.
A Fund account that is reduced by a shareholder to a value of $500 or
less may
be subject to redemption by the Fund, but only after the shareholder has
been
given at least 30 days in which to increase the account balance to more
than
$500.
Shares may be redeemed in one of the following ways:
REDEMPTION THROUGH SMITH BARNEY
Redemption requests may be made through Smith Barney or an Introducing
Broker.
A shareholder desiring to redeem shares represented by certificates must
also
present the certificates to Smith Barney or the Introducing Broker endorsed
for
transfer (or accompanied by an endorsed stock power), signed exactly as the
shares are registered. Redemption
34
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
REDEMPTION OF SHARES (CONTINUED)
requests involving shares represented by certificates will not be deemed
received until the certificates are received by the Fund's transfer agent
in
proper form.
REDEMPTION BY MAIL
Shares held by Smith Barney as custodian must be redeemed by
submitting a
written request to your Smith Barney Financial Consultant. All other shares
may
be redeemed by submitting a written request for redemption to:
Smith Barney Shearson Global Opportunities Fund
Class A, B, C or D (please specify)
c/o The Shareholder Services Group, Inc.
P.O. Box 9134
Boston, Massachusetts 02205-9134
A written redemption request to TSSG or your Smith Barney Financial
Consultant
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
TSSG together with the redemption request. Any signature appearing on a
redemption request, share certificate or stock power must be guaranteed by
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.
TSSG 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 TSSG receives all
required
documents in proper form.
AUTOMATIC CASH WITHDRAWAL PLAN
The Fund offers shareholders an automatic cash withdrawal plan, under
which
shareholders who own shares of the Fund with a value of at least $10,000
may
elect to receive periodic cash payments of at least $50 monthly. 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. Any applicable CDSC will not be waived on amounts
withdrawn by a shareholder that
35
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
REDEMPTION OF SHARES (CONTINUED)
exceed 2% per month of the value of the shareholder's shares subject to the
CDSC
at the time the withdrawal plan commences. For further information
regarding the
automatic cash withdrawal plan, shareholders should contact their Smith
Barney
Financial Consultants.
CONTINGENT DEFERRED SALES CHARGE--CLASS B SHARES
A CDSC payable to Smith Barney is imposed on any redemption of Class B
shares,
however effected, that causes the current value of a shareholder's account
to
fall below the dollar amount of all payments by the shareholder for the
purchase
of Class B shares ("purchase payments") during the preceding five years,
except
in the case of purchases by Participating Plans, as described above. See
"Purchase of Shares--Smith Barney 401(k) Program." No charge is imposed to
the
extent that the net asset value of the Class B shares redeemed does not
exceed
(a) the current net asset value of Class B shares purchased through
reinvestment
of dividends or capital gains distributions, plus (b) the current net asset
value of Class B shares purchased more than five years prior to the
redemption,
plus (c) increases in the net asset value of the shareholder's Class B
shares
above the purchase payments made during the preceding five years.
In circumstances in which the CDSC is imposed, 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, except in the case of purchases
through
Participating Plans which are subject to a different CDSC. See "Purchase of
Shares--Smith Barney 401(k) Program." Solely for purposes of determining
the
number of years since a purchase payment, all purchase payments during a
month
will be aggregated and deemed to have been made on the last day of the
preceding
Smith Barney statement month. The following table sets forth the rates of
the
charge for redemptions of Class B shares:
<TABLE>
<CAPTION>
YEAR SINCE PURCHASE PAYMENT WAS
MADE CDSC
<S> <C>
-------------------------------------------------------
First 5.00%
Second 4.00%
Third 3.00%
Fourth 2.00%
Fifth 1.00%
Sixth 0.00%
Seventh 0.00%
Eighth 0.00%
-------------------------------------------------------
</TABLE>
36
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
REDEMPTION OF SHARES (CONTINUED)
Class B shares will automatically convert to Class A shares eight years
after
the date on which purchased and thereafter will no longer be subject to any
distribution fee. The first of these conversions will commence on or about
September 30, 1994. See "Variable Pricing System--Class B Shares."
The purchase payment from which a redemption of Class B shares is made is
assumed to be the earliest purchase payment from which a full redemption
has not
already been effected. In the case of redemptions of Class B shares of
other
funds in the Smith Barney Shearson Group of Funds issued in exchange for
Class B
shares of the Fund, the term "purchase payments" refers to the purchase
payments
for the shares given in exchange. In the event of an exchange of Class B
shares
of funds with differing CDSC schedules, the shares will be, in all cases,
subject to the higher CDSC schedule. See "Exchange Privilege."
WAIVERS OF CDSC. The CDSC will be waived on: (a) exchanges (see "Exchange
Privilege"); (b) automatic cash withdrawals in amounts equal to or less
than 2%
per month of the value of the shareholder's shares at the time the
withdrawal
plan commences (see above); (c) redemptions of shares in connection with
certain
post-retirement distributions and withdrawals from retirement plans or
IRAs; (d)
redemptions following the death or disability of a shareholder; (e)
involuntary
redemptions; (f) redemption proceeds from other funds in the Smith Barney
Shearson Group of Funds that are reinvested within 30 days of the
redemption;
(g) redemptions of shares in connection with a combination of any
investment
company with the Fund by merger, acquisition of assets or otherwise; (h)
certain
redemption of shares of the Fund in connection with lump-sum or other
distributions made by a Participating Plan. See "Purchase of Shares--Smith
Barney 401(k) Program."
--------------------------------------------------------------------
VALUATION OF SHARES
Each Class' net asset value per share is calculated on each day, Monday
through Friday, except days on which the NYSE is closed. The NYSE is
currently
scheduled to be closed on New Year's Day, Presidents' Day, Good
37
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
VALUATION OF SHARES (CONTINUED)
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas,
and on the preceding Friday or subsequent Monday when one of these holidays
falls on a Saturday or Sunday, respectively.
The net asset value per share of a Class is determined as of the close of
regular trading on the NYSE and is computed by dividing the value of the
Fund's
net assets attributable to that Class by the total number of shares of that
Class outstanding. Generally, the Fund's investments are valued at market
value
or, in the absence of a market value with respect to any securities, at
fair
value as determined by or under the direction of the Fund's Board of
Trustees.
Portfolio securities that are traded primarily on foreign exchanges
generally
are valued at the preceding closing values of the securities on their
respective
exchanges, except that when an occurrence subsequent to the time that a
value
was so established is likely to have changed that value, then the fair
market
value of those securities will be determined by consideration of other
factors
by or under the direction of the Fund's Board of Trustees or its delegates.
A
security that is traded primarily on a domestic or foreign stock exchange
is
valued at the last sale price on that exchange or, if there were no sales
during
the day, at the current quoted bid price. Debt securities (other than
short-term
obligations) are valued by Boston Advisors after consultation with
independent
pricing services approved by the Fund's Board of Trustees. Short-term
investments that mature in 60 days or less are valued at amortized cost
whenever
the Board of Trustees determines that amortized cost reflects fair value of
those investments. Further information regarding the Fund's valuation
policies
is contained in the Statement of Additional Information.
38
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
--------------------------------------------------------------------
EXCHANGE PRIVILEGE
Shares of each Class may be exchanged for shares of the same class in the
following funds in the Smith Barney Shearson Group of Funds, to the extent
shares are offered for sale in the shareholder's state of residence:
<TABLE>
<CAPTION>
EXCHANGEABLE
WITH SHARES
OF THE
FOLLOWING
CLASSES: FUND NAME AND INVESTMENT OBJECTIVE:
<S> <C>
---------------------------------------------------------------------------
MUNICIPAL BOND FUNDS
A SMITH BARNEY SHEARSON LIMITED MATURITY MUNICIPALS FUND, an
intermediate-term municipal bond fund investing in
investment
grade obligations.
A, B SMITH BARNEY SHEARSON MANAGED MUNICIPALS FUND INC., an
intermediate- and long-term municipal bond fund.
A, B SMITH BARNEY SHEARSON TAX-EXEMPT INCOME FUND, an
intermediate-
and long-term municipal bond fund investing in medium and
lower rated securities.
A, B SMITH BARNEY SHEARSON ARIZONA MUNICIPALS FUND INC., an
intermediate- and long-term municipal bond fund designed
for
Arizona investors.
A SMITH BARNEY SHEARSON INTERMEDIATE MATURITY CALIFORNIA
MUNICIPALS FUND, an intermediate-term municipal bond fund
designed for California investors investing in investment
grade obligations.
A, B SMITH BARNEY SHEARSON CALIFORNIA MUNICIPALS FUND INC., an
intermediate- and long-term municipal bond fund designed
for
California investors.
A, B SMITH BARNEY SHEARSON FLORIDA MUNICIPALS FUND, an
intermediate- and long-term municipal bond fund designed
for
Florida investors.
A, B SMITH BARNEY SHEARSON MASSACHUSETTS MUNICIPALS FUND, an
intermediate- and long-term municipal bond fund designed
for
Massachusetts investors.
</TABLE>
39
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
EXCHANGE PRIVILEGE (CONTINUED)
<TABLE>
<CAPTION>
EXCHANGEABLE
WITH SHARES
OF THE
FOLLOWING
CLASSES: FUND NAME AND INVESTMENT OBJECTIVE:
---------------------------------------------------------------------------
<S> <C>
A, B SMITH BARNEY SHEARSON NEW JERSEY MUNICIPALS FUND INC., an
intermediate- and long-term municipal bond fund designed
for
New Jersey investors.
A SMITH BARNEY SHEARSON INTERMEDIATE MATURITY NEW YORK
MUNICIPALS FUND, an intermediate-term bond fund designed
for
New York investors.
A, B SMITH BARNEY SHEARSON NEW YORK MUNICIPALS FUND INC., an
intermediate- and long-term municipal bond fund designed
for
New York investors.
INCOME FUNDS
A, B, D* SMITH BARNEY SHEARSON ADJUSTABLE RATE GOVERNMENT INCOME
FUND,
seeks high current income while limiting the degree of
fluctuation in net asset value resulting from movement in
interest rates.
A SMITH BARNEY SHEARSON LIMITED MATURITY TREASURY FUND,
invests
exclusively in securities issued by the United States
Treasury
and other U.S. government securities.
A, B, C, D* SMITH BARNEY SHEARSON DIVERSIFIED STRATEGIC INCOME FUND,
seeks
high current income primarily by allocating and
reallocating
its assets among various types of fixed-income securities.
A, B, D* SMITH BARNEY SHEARSON MANAGED GOVERNMENTS FUND INC.,
invests
in obligations issued or guaranteed by the United States
government and its agencies and instrumentalities with
emphasis on mortgage-backed government securities.
A, B, D* SMITH BARNEY SHEARSON GOVERNMENT SECURITIES FUND, seeks a
high
current return by investing in U.S. government securities.
</TABLE>
40
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
EXCHANGE PRIVILEGE (CONTINUED)
<TABLE>
<CAPTION>
EXCHANGEABLE
WITH SHARES
OF THE
FOLLOWING
CLASSES: FUND NAME AND INVESTMENT OBJECTIVE:
---------------------------------------------------------------------------
<S> <C>
A, B, D* SMITH BARNEY SHEARSON INVESTMENT GRADE BOND FUND, seeks
maximum current income consistent with prudent investment
management and preservation of capital by investing in
corporate bonds.
A, B, C, D* SMITH BARNEY SHEARSON HIGH INCOME FUND, seeks high current
income by investing in high-yielding corporate bonds,
debentures and notes.
A, B, D* SMITH BARNEY SHEARSON GLOBAL BOND FUND, seeks current
income
and capital appreciation by investing in bonds, debentures
and
notes of foreign and domestic issuers.
GROWTH AND INCOME FUNDS
A, B, D* SMITH BARNEY SHEARSON CONVERTIBLE FUND, seeks current
income
and capital appreciation by investing in convertible
securities.
A, B, C, D* SMITH BARNEY SHEARSON UTILITIES FUND, seeks total return
by
investing in equity and debt securities of utilities
companies.
A, B, D* SMITH BARNEY SHEARSON STRATEGIC INVESTORS FUND, seeks high
total return consisting of current income and capital
appreciation by investing in a combination of equity,
fixed-
income and money market securities.
A, B, D* SMITH BARNEY SHEARSON PREMIUM TOTAL RETURN FUND, seeks
total
return by investing in dividend-paying common stocks.
A, B, D* SMITH BARNEY SHEARSON GROWTH AND INCOME FUND, seeks income
and
long-term capital growth by investing in income producing
equity securities.
</TABLE>
41
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
EXCHANGE PRIVILEGE (CONTINUED)
<TABLE>
<CAPTION>
EXCHANGEABLE
WITH SHARES
OF THE
FOLLOWING
CLASSES: FUND NAME AND INVESTMENT OBJECTIVE:
---------------------------------------------------------------------------
<S> <C>
GROWTH FUNDS
A, B, C, D* SMITH BARNEY SHEARSON APPRECIATION FUND INC., seeks long-
term
appreciation of capital.
A, B, D* SMITH BARNEY SHEARSON FUNDAMENTAL VALUE FUND INC., seeks
long-term capital growth with current income as a
secondary
objective.
A, B SMITH BARNEY SHEARSON TELECOMMUNICATIONS GROWTH FUND,
seeks
capital appreciation, with income as a secondary
consideration.
A, B, C, D* SMITH BARNEY SHEARSON AGGRESSIVE GROWTH FUND INC., seeks
above-average capital growth.
A, B, D* SMITH BARNEY SHEARSON SPECIAL EQUITIES FUND, seeks long-
term
capital appreciation by investing in equity securities
primarily of emerging growth companies.
A, B, D* SMITH BARNEY SHEARSON EUROPEAN FUND, seeks long-term
capital
appreciation by investing primarily in securities of
issuers
based in countries of Europe.
A, B, D* SMITH BARNEY SHEARSON PRECIOUS METALS AND MINERALS FUND
INC.,
seeks long-term capital appreciation by investing
primarily in
precious metal- and mineral-related companies and gold
bullion.
MONEY MARKET FUNDS
** SMITH BARNEY SHEARSON MONEY MARKET FUND, invests in a
diversified portfolio of high quality money market
instruments.
*** SMITH BARNEY SHEARSON DAILY DIVIDEND FUND INC., invests in
a
diversified portfolio of high quality money market
instruments.
</TABLE>
42
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
EXCHANGE PRIVILEGE (CONTINUED)
<TABLE>
<CAPTION>
EXCHANGEABLE
WITH SHARES
OF THE
FOLLOWING
CLASSES: FUND NAME AND INVESTMENT OBJECTIVE:
---------------------------------------------------------------------------
<S> <C>
*** SMITH BARNEY SHEARSON GOVERNMENT AND AGENCIES FUND INC.,
invests in short-term U.S. government and agency
securities.
+ SMITH BARNEY SHEARSON MUNICIPAL MONEY MARKET FUND INC.,
invests in short-term, high quality municipal obligations.
+ SMITH BARNEY SHEARSON CALIFORNIA MUNICIPAL MONEY MARKET
FUND,
designed for California investors investing in short-term,
high quality municipal obligations.
+ SMITH BARNEY SHEARSON NEW YORK MUNICIPAL MONEY MARKET
FUND,
designed for New York investors investing in short-term,
high
quality municipal obligations.
---------------------------------------------------------------------------
<FN>
* Class D shares of this fund may be acquired only by Participating
Plans.
** Shares of this money market fund may be exchanged for Class B shares of
the
Fund.
*** Shares of this money market fund may be exchanged for Class A and Class
D
shares of the Fund.
+ Shares of this money market fund may be exchanged for Class A shares of
the
Fund.
</TABLE>
TAX EFFECT. The exchange of shares of one fund for shares of another fund
is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the shareholder. Therefore, an exchanging shareholder may
realize a
taxable gain or loss in connection with an exchange.
CLASS A EXCHANGES. Shareholders of Class A shares of the funds in the
Smith
Barney Shearson Group of Funds sold without a sales charge or with a
maximum
sales charge of less than 5% will be subject to the appropriate "sales
charge
differential" upon the exchange of their shares for Class A shares of the
Fund
or other funds sold with a higher sales charge. The "sales charge
differential"
is limited to a percentage rate no greater than the excess of the sales
charge
rate applicable to purchases of shares of the mutual fund being acquired in
the
exchange, over the sales charge rate(s) actually paid on the mutual fund
shares
relinquished in the exchange and on any predecessor of those shares. For
purposes of the exchange privilege, shares obtained through automatic
reinvestment of dividends, as described below, are treated as having paid
the
same sales charges applicable to the shares on which the
43
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
EXCHANGE PRIVILEGE (CONTINUED)
dividends were paid. However, except in the case of the 401(k) Program, if
no
sales charge was imposed upon the initial purchase of the shares, any
shares
obtained through automatic reinvestment will be subject to a sales charge
differential upon exchange.
CLASS B EXCHANGES. Shareholders of the Fund who wish to exchange all or a
portion of their Class B shares for Class B shares of any of the funds
identified above may do so without imposition of an exchange fee. In the
event a
Class B shareholder wishes to exchange all or a portion of his or her
shares for
shares in any of these funds imposing a CDSC higher than that imposed by
the
Fund, the exchanged Class B shares will be subject to the higher applicable
CDSC. 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 Fund which have
been
exchanged.
CLASS C EXCHANGES. Class C shares of the Fund may be exchanged for Class
C
shares of the funds listed above without an exchange fee. Class C shares
are no
longer offered by the Fund for direct purchase.
CLASS D EXCHANGES. Class D shares of the Fund will be exchangeable for
Class D
shares of the funds listed above. Class D shareholders who wish to exchange
all
or part of their Class D shares in any of these funds may do so without
charge.
Class D shares may be acquired only by Participating Plans.
ADDITIONAL INFORMATION REGARDING THE EXCHANGE PRIVILEGE. Although the
exchange
privilege is an important benefit, excessive exchange transactions can be
detrimental to the Fund's performance and its shareholders. SBA may
determine
that a pattern of frequent exchanges is excessive and contrary to the best
interests of the Fund's other shareholders. In this event, SBA will notify
Smith
Barney, and Smith Barney may, at its discretion, decide to limit additional
purchases and/or exchanges by the shareholder. Upon such a determination,
Smith
Barney 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
Fund or (b) remain invested in the Fund or exchange into any of the funds
in the
Smith Barney Shearson Group of Funds ordinarily available, which position
the
shareholder would expect to maintain for a significant period of time. All
relevant factors will be considered in determining what constitutes an
abusive
pattern of exchanges.
44
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
EXCHANGE PRIVILEGE (CONTINUED)
Shareholders exercising the exchange privilege with any of the other
funds in
the Smith Barney Shearson Group of Funds should review the prospectus of
that
fund carefully prior to making an exchange. Smith Barney reserves the right
to
reject any exchange request. The exchange privilege may be modified or
terminated at any time after notice to shareholders. For further
information
regarding the exchange privilege or to obtain the current prospectuses for
members of the Smith Barney Shearson Group of Funds, investors should
contact
their Smith Barney Financial Consultants.
--------------------------------------------------------------------
DISTRIBUTOR
Smith Barney is located at 388 Greenwich Street, New York, New York
10013, and
serves as distributor of the Fund's shares. Smith Barney is a wholly owned
subsidiary of Holdings, which is in turn a wholly owned subsidiary of
Travelers.
Smith Barney is paid an annual service fee with respect to Class A, Class
B, and
Class D shares of the Fund at the rate of .25% of the value of the average
daily
net assets of the respective Class. Smith Barney is also paid an annual
distribution fee with respect to Class B and Class D shares at the rate of
.75%
of the value of the average daily net assets attributable to that Class.
The
fees are authorized pursuant to a services and distribution plan (the
"Plan")
adopted by the Fund pursuant to Rule 12b-1 under the Investment Company Act
of
1940, as amended, and are used by Smith Barney to pay its Financial
Consultants
for servicing shareholder accounts and to cover expenses primarily intended
to
result in the sale of those shares. These expenses include: costs of
printing
and distributing the Fund's Prospectus, Statement of Additional Information
and
sales literature to prospective investors; an allocation of overhead and
other
Smith Barney's branch office distribution-related expenses; payments to and
expenses of Smith Barney Financial Consultants and other persons who
provide
support services in connection with the distribution of the shares; and
accruals
for interest on the amount of the foregoing expenses that exceed
distribution
fees and, in the case of Class B shares, the CDSC received by Smith Barney.
The
payments to Smith Barney Financial Consultants for selling shares of a
Class
include a commission paid at the time of sale and a continuing fee for
servicing
shareholder accounts for as long as a shareholder remains a holder of that
Class. The service fee is credited at the rate of .25% of the value of the
average daily net assets of
45
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
DISTRIBUTOR (CONTINUED)
the Class that remain invested in the Fund. Smith Barney Financial
Consultants
may receive different levels of compensation for selling one Class over
another.
Payments under the Plan are not tied exclusively to the distribution and
shareholder service expenses actually incurred by Smith Barney, and the
payments
may exceed distribution expenses actually incurred. The Board of Trustees
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
expenses
borne by Smith Barney and the amounts received under the Plan and proceeds
of
CDSC.
--------------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund's policy is to distribute its investment income (that is, its
income
other than its net realized capital gains) and net realized capital gains,
if
any, once a year, normally at the end of the year in which earned or at the
beginning of the next year. Unless a shareholder instructs that dividends
or
capital gains distributions on shares of any Class be paid in cash and
credited
to the shareholder's account at Smith Barney, dividends and capital gains
distributions will be reinvested automatically in additional shares of the
Class
at net asset value, subject to no sales charge or CDSC. The Fund is subject
to a
4% nondeductible excise tax on certain undistributed amounts of ordinary
income
and capital gains. The Fund expects to make any additional distributions
necessary to avoid the application of this tax.
The Fund has qualified and intends to continue to qualify each year as a
regulated investment company under the Code. Dividends paid from net
investment
income and distributions of net realized short-term capital gains are
taxable to
shareholders as ordinary income, regardless of how long shareholders have
held
their Fund shares and whether such dividends and distributions are received
in
cash or reinvested in additional Fund shares. Distributions of net realized
long-term capital gains will be taxable to shareholders as long-term
capital
gains, regardless of how long shareholders have held Fund shares and
whether
such distributions are received in cash or are reinvested in additional
Fund
shares. The per share dividends and
46
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES (CONTINUED)
distributions on Class A shares will be higher than the per share dividends
and
distributions on Class B and Class D shares as a result of lower
distribution
and transfer agency fees applicable to the Class A shares. Furthermore, as
a
general rule, a shareholder's gain or loss on a sale or redemption of Fund
shares will be a long-term capital gain or loss if the shareholder has held
the
shares for more than one year and will be short-term capital gain or loss
if the
shareholder has held the shares for one year or less. It is unlikely that a
substantial portion of the Fund's dividends declared from net investment
income
will qualify for the Federal dividends-received deduction for corporations.
Dividends and interest received by the Fund may be subject to withholding
and
other taxes imposed by foreign countries. Tax conventions between certain
countries and the United States may reduce or eliminate such taxes.
Investors
may be entitled to claim U.S. foreign tax credits with respect to such
taxes,
subject to certain limitations. If more than 50% of the Fund's total assets
at
the close of its fiscal year consists of stock or securities of foreign
corporations, the Fund may elect for U.S. tax purposes to treat any foreign
withholding or other taxes paid by it as paid by its shareholders. As a
result,
shareholders of the Fund would be required to include their respective
portions
of such foreign taxes in their taxable income, and would then generally be
entitled to credit such amounts against their U.S. income taxes due, if
any, or
to include such amounts in their itemized deductions, if any. For any year
for
which it makes such an election, the Fund will report to its shareholders
(no
later than 60 days after the close of its fiscal year) the amount per share
of
such foreign taxes that must be included in the shareholder's gross income
and
will be available as a credit or deduction.
Statements as to the tax status of each shareholder's dividends and
distributions are mailed annually. Each shareholder will also receive, if
appropriate, various written notices after the close of the Fund's prior
taxable
year as to the Federal income tax status of his or her dividends and
distributions which were received from the Fund during the Fund's prior
taxable
year. Shareholders should consult their tax advisors about the status of
the
Fund's dividends and distributions for state and local tax liabilities.
47
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
--------------------------------------------------------------------
ADDITIONAL INFORMATION
The Fund was organized on February 10, 1984, under the laws of the
Commonwealth of Massachusetts and is a business entity commonly known as a
"Massachusetts business trust." The Fund is registered with the SEC as a
diversified, open-end management investment company. The Fund commenced
operations on July 26, 1984 under the name Shearson Global Opportunities
Fund.
On December 7, 1988, August 27, 1990 and July 30, 1993 the Fund changed its
name
to SLH Global Opportunities Fund, Shearson Lehman Brothers Global
Opportunities
Fund and Smith Barney Shearson Global Opportunities Fund, respectively. The
Fund
may issue an unlimited number of shares of beneficial interest with a par
value
of $.001 per share. Shares of beneficial interest of the Fund are currently
classified into four Classes: A, B, C and D.
Each Class represents identical interests in the Fund's investment
portfolio.
As a result, the Classes have the same rights, privileges and preferences,
except with respect to: (a) the designation of each Class; (b) the effect
of the
respective sales charges, if any, for each Class; (c) the distribution
and/or
service fees, if any, borne by each Class pursuant to the Plan; (d) the
expenses
allocable exclusively to each Class; (e) voting rights on matters
exclusively
affecting a single Class; (f) the exchange privilege of each Class; and (g)
the
conversion feature of the Class B shares. The Fund's Board of Trustees does
not
anticipate that there will be any conflicts among the interests of the
holders
of the different Classes of shares of the Fund. The Trustees, on an ongoing
basis, will consider whether any such conflict exists and, if so, take
appropriate action.
When matters are submitted for shareholder vote, shareholders of each
Class of
the Fund will have one vote for each full share owned and proportionate,
fractional votes for fractional shares held of that Class. Shares of the
Fund
will be voted generally on a Fund-wide basis except on matters affecting
the
interests of one Class of shares. Normally, there will be no meetings of
shareholders for the purpose of electing Trustees unless and until such
time as
less than a majority of the Trustees holding office have been elected by
shareholders. Shareholders of record of no less than two-thirds of the
outstanding shares of the Fund may remove a Trustee through a declaration
in
writing or by vote cast in person or by proxy at a meeting called for that
purpose. A meeting will be called for the purpose of voting on the removal
of a
Trustee at the written request of holders of 10% of the Fund's outstanding
shares.
48
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
-------------------------------------------------------------
ADDITIONAL INFORMATION (CONTINUED)
Boston Safe Deposit and Trust Company, a wholly owned subsidiary of TBC,
is
located at One Boston Place, Boston, Massachusetts 02108, and serves as
custodian of the Fund's investments.
TSSG is located at Exchange Place, Boston, Massachusetts 02109, and
serves as
the Fund's transfer agent.
The Fund sends its shareholders a semi-annual report and an audited
annual
report, which include listings of the investment securities held by the
Fund at
the end of the reporting period. In an effort to reduce the Fund's printing
and
mailing costs, the Fund plans to consolidate the mailing of its semi-annual
and
annual reports by household. This consolidation means that a household
having
multiple accounts with the identical address of record will receive a
single
copy of each report. In addition, the Fund also plans to consolidate the
mailing
of its Prospectus so that a shareholder having multiple accounts (that is,
individual, IRA and/or Self-Employed Retirement Plan accounts) will receive
a
single Prospectus annually. Any shareholder who does not want this
consolidation
to apply to his or her account should contact his or her Smith Barney
Financial
Consultant or TSSG.
Shareholders may seek information regarding the Fund from their Smith
Barney
Financial Consultants.
---------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN THE
STATEMENT
OF ADDITIONAL INFORMATION AND/OR IN THE FUND'S OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFERING OF THE FUND'S SHARES, AND, IF GIVEN OR MADE,
SUCH
OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY
STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH OFFER MAY NOT LAWFULLY BE
MADE.
49
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
TRUSTEES
Paul R. Ades
Herbert Barg
Allan R. Johnson
Heath B. McLendon
Ken Miller
John F. White
OFFICERS
Heath B. McLendon
CHAIRMAN OF THE BOARD
Stephen J. Treadway
PRESIDENT
Richard P. Roelofs
EXECUTIVE VICE PRESIDENT
Jeffrey J. Russell
VICE PRESIDENT AND
INVESTMENT OFFICER
James B. Conheady
INVESTMENT OFFICER
Lewis E. Daidone
TREASURER
Christina T. Sydor
SECRETARY
DISTRIBUTOR
Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
INVESTMENT ADVISER AND
ADMINISTRATOR
Smith, Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105
SUB-ADMINISTRATOR
The Boston Company Advisors, Inc.
One Boston Place
Boston, Massachusetts 02108
INDEPENDENT ACCOUNTANTS
AND COUNSEL
Coopers & Lybrand
One Post Office Square
Boston, Massachusetts 02109
Willkie Farr & Gallagher
153 East 53rd Street
New York, New York 10022
TRANSFER AGENT
The Shareholder Services Group, Inc.
Exchange Place
Boston, Massachusetts 02109
CUSTODIAN
Boston Safe Deposit
and Trust Company
One Boston Place
Boston, Massachusetts 02108
50
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL
OPPORTUNITIES
FUND
Two World Trade Center
New York, New York 10048
Fund 15, 200, 254
FD0210 F4
Smith Barney Shearson
GLOBAL OPPORTUNITIES FUND
Two World Trade Center
New York, New York 10048
(212) 720-9218
STATEMENT OF ADDITIONAL INFORMATION JUNE 29,
1994
This Statement of Additional Information expands upon and supplements the
information contained in the current Prospectus of Smith Barney Shearson
Global Opportunities Fund (the "Fund"), dated June 29, 1994, as amended or
supplemented from time to time, and should be read in conjunction with the
Fund's Prospectus. The Fund's Prospectus may be obtained from your Smith
Barney Financial Consultant or by writing or calling the Fund at the ad-
dress or telephone number set forth above. This Statement of Additional
Information, although not in itself a prospectus, is incorporated by ref-
erence into the Prospectus in its entirety.
TABLE OF CONTENTS
For ease of reference the same section headings are used in both the Pro-
spectus and the Statement of Additional Information, except where shown
below.
<TABLE>
<CAPTION>
<S>
<C>
Management of the Fund
1
Investment Objective and Management Policies
4
Purchase of Shares
11
Redemption of Shares
12
Distributor
13
Valuation of Shares
14
Exchange Privilege
15
Performance Data (See in the Prospectus "The Fund's Performance")
16
Taxes (See in the Prospectus "Dividends, Distributions and Taxes")
18
Custodian and Transfer Agent (See in the Prospectus "Additional
Information") 19
Organization of the Fund (See in the Prospectus "Additional
Information") 20
Financial Statements
20
</TABLE>
MANAGEMENT OF THE FUND
The executive officers of the Fund are employees of certain of the organi-
zations that provide services to the Fund. These organizations are as fol-
lows:
<TABLE>
<CAPTION>
NAME SERVICE
<S> <C>
Smith Barney Inc.
("Smith Barney") Distributor
Smith, Barney Advisers, Inc.
("SBA") Investment
Adviser and Administrator
The Boston Company Advisors, Inc.
("Boston Advisors") Sub-
Administrator
Boston Safe Deposit and Trust Company
("Boston Safe") Custodian
The Shareholder Services Group, Inc. ("TSSG"),
a subsidiary of First Data Corporation Transfer
Agent
</TABLE>
These organizations and the functions they perform for the Fund are dis-
cussed in the Prospectus and in this Statement of Additional Information.
TRUSTEES AND EXECUTIVE OFFICERS OF THE FUND
The Trustees and executive officers of the Fund, together with information
as to their principal business occupations during the past five years, are
set forth below. Each Trustee who is an "interested person" of the Fund,
as defined in the Investment Company Act of 1940, as amended (the "1940
Act"), is indicated by an asterisk.
Paul R. Ades, Trustee. Partner in the law firm of Murov & Ades. His ad-
dress is 272 South Wellwood Avenue, Lindenhurst, New York 11757.
Herbert Barg, Trustee. Private Investor. His address is 273 Montgomery
Avenue, Bala Cynwyd, Pennsylvania 19004.
Allan R. Johnson, Trustee. Retired; former Chairman, Retail Division of
BATUS, Inc., and Chairman and Chief Executive Officer of Saks Fifth Ave-
nue, Inc. His address is 2 Sutton Place South, New York, New York 10022.
*Heath B. McLendon, Chairman of the Board. Executive Vice President of
Smith Barney and Chairman of Smith Barney Strategy Advisers Inc.; prior to
July 1993, Senior Executive Vice President of Shearson Lehman Brothers
Inc. ("Shearson Lehman Brothers"); Vice Chairman of Shearson Asset Manage-
ment; a Director of PanAgora Asset Management, Inc. and PanAgora Asset
Management Limited. His address is Two World Trade Center, New York, New
York 10048.
Ken Miller, Trustee. President of Young Stuff Apparel Group, Inc. His ad-
dress is 1407 Broadway, 6th Floor, New York, New York 10018.
John F. White, Trustee. President Emeritus of The Cooper Union for the
Advancement of Science and Art; Special Assistant to the President of the
Aspen Institute. His address is Crows Nest Road, Tuxedo Park, New York
10987.
Stephen J. Treadway, President. Executive Vice President and Director of
Smith Barney; Director and President of Mutual Management Corp. and SBA;
and Trustee of Corporate Realty Income Trust I. His address is 1345 Avenue
of the Americas, New York, New York 10105.
Richard P. Roelofs, Executive President. Managing Director of Smith Barney
and President of Smith Barney Strategy Advisers Inc.; prior to July 1993,
Senior Vice President of Shearson Lehman Brothers, Vice President of
Shearson Lehman Investment Strategy Advisors Inc. His address is Two World
Trade Center, New York, New York 10048.
Jeffrey J. Russell, Vice President and Investment Officer. First Vice
President of SBA; prior to 1990, Vice President at Drexel Burham, Lambert.
His address is 1345 Avenue of the Americas, New York, New York 10105.
James B. Conheady, Investment Officer. Managing Director of Smith Barney
and Vice President of SBA; prior to joining SBA, First Vice President at
Drexel Burham, Lambert. His address is 1345 Avenue of the Americas, New
York, New York 10105.
Lewis E. Daidone, Treasurer. Managing Director of Smith Barney and Green-
wich Street Advisors; Director and Senior Vice President of Mutual Manage-
ment Corp. and SBA; prior to January, 1990 Senior Vice President and Chief
Financial Officer of Cortland Financial Group, Inc. His Address is 1345
Avenue of the Americas, New York, New York 10105.
Christina T. Sydor, Secretary. Managing Director of Smith Barney and Sec-
retary of Mutual Management Corp. and Smith Barney Advisors. Her address
is 1345 Avenue of the Americas, New York, New York 10105.
Each Trustee also serves as a director, trustee and/or general partner of
other mutual funds for which Smith Barney serves as distributor. As of May
31, 1994, the Trustees and officers of the Fund as a group beneficially
owned less than 1% of the outstanding shares of the Fund.
No director, officer or employee of Smith Barney or of any parent or sub-
sidiary of Smith Barney receives any compensation from the Fund for serv-
ing as an officer or Trustee of the Fund. The Fund pays each Trustee who
is not a director, officer or employee of Smith Barney or any of their af-
filiates a fee of $3,000 per annum plus $500 per meeting attended and re-
imburses them for travel and out-of-pocket expenses. For the fiscal year
ended April 30, 1994, such fees and expenses totalled $31,086.
INVESTMENT ADVISER AND ADMINISTRATOR -- SBA
SUB-ADMINISTRATOR -- BOSTON ADVISORS
SBA serves as the Fund's investment adviser pursuant to an investment ad-
visory agreement dated March 21, 1994 (the "Advisory Agreement"), which
was first approved by the Fund's Board of Trustees on January 20, 1994.
SBA is located at 1345 Avenue of the Americas, New York, New York 10105
and has been in the investment counseling business since 1968. SBA is a
wholly owned subsidiary of Smith Barney Holdings Inc. ("Holdings"), which
is in turn a wholly owned subsidiary of The Travelers Inc. ("Travelers").
SBA pays the salary of any officer and employee who is employed by both it
and the Fund. SBA bears all expenses in connection with the performance of
its services. The services provided by SBA under the Advisory Agreement
are described in the Prospectus under "Management of the Fund."
As compensation for SBA's services rendered to the Fund, the Fund pays a
fee computed daily and paid monthly at the annual rate of .80% of the
value of the Fund's average daily net assets. For the fiscal years ended
April 30, 1992 and 1993, the Fund paid Lehman Brothers Global Asset Man-
agement, Limited ("LBGAM"), the Fund's investment adviser prior to SBA,
$453,183 and $489,017, respectively. For the period from May 1, 1993
through March 21, 1994, the Fund paid LBGAM $721,991 in investment advi-
sory fees. For the period from March 22, 1994 through April 30, 1994, the
Fund paid SBA $105,212 in investment advisory fees.
SBA serves as administrator to the Fund pursuant to a written agreement
(the "Administration Agreement") dated April 20, 1994, which was first ap-
proved by the Fund's Board of Trustees, including a majority of Trustees
who are not "interested persons" of the Fund or Smith Barney, on April 21,
1994. SBA is a wholly owned subsidiary of Holdings.
Prior to April 20, 1994, Boston Advisors served as sub-investment adviser
and/or administrator to the Fund. Boston Advisors currently serves as sub-
administrator to the Fund under a written agreement (the "Sub-
Administration Agreement") dated April 20, 1994, which was most recently
approved by the Fund's Board of Trustees, including a majority of Trustees
who are not "interested persons" of the Fund or Boston Advisors, on April
20, 1994. Boston Advisors is a wholly owned subsidiary of The Boston Com-
pany, Inc. ("TBC"), a financial services holding company, which is in turn
a wholly owned subsidiary of Mellon Bank Corporation ("Mellon").
Certain of the services provided to the Fund by SBA and Boston Advisors
are described in the Prospectus under "Management of the Fund." In addi-
tion to those services, SBA and Boston Advisors pay the salaries of all
officers and employees who are employed by them and the Fund, maintain of-
fice facilities for the Fund, furnish the Fund with statistical and re-
search data, clerical help and accounting, data processing, bookkeeping,
internal auditing and legal services and certain other services required
by the Fund, prepare reports to the Fund's shareholders and prepare tax
returns, reports to and filings with the Securities and Exchange Commis-
sion (the "SEC") and state blue sky authorities. SBA and Boston Advisors
bear all expenses in connection with the performance of their services.
As compensation for Boston Advisors' services rendered to the Fund, the
Fund paid a fee computed daily and paid monthly at the annual rate of .20%
of the value of the Fund's average daily net assets. For the 1992 and 1993
fiscal years, the Fund paid Boston Advisors $113,573 and $122,253, respec-
tively, in sub-investment advisory and/or administration fees. For the pe-
riod from May 1, 1993 through April 20, 1994, the Fund paid Boston Advi-
sors $206,200 in administration fees. For the period from April 21, 1994
through April 30, 1994 the Fund paid SBA $601 in administration fees.
The Fund bears expenses incurred in its operations, including taxes, in-
terest, brokerage fees and commissions, if any; fees of Trustees who are
not directors, officers, shareholders or employees of SBA, Smith Barney or
Boston Advisors; SEC fees and state blue sky qualification fees; charges
of custodians; transfer and dividend disbursing agents' fees; certain in-
surance premiums; outside auditing and legal expenses; and costs of prepa-
ration and printing of prospectuses for regulatory purposes and for dis-
tribution to shareholders, shareholders' reports and meetings.
SBA has agreed that if in any fiscal year the aggregate expenses of the
Fund (including fees payable pursuant to the Advisory Agreement and the
Administration Agreement, but excluding interest, taxes, brokerage and ex-
traordinary expenses) exceed the expense limitation of any state having
jurisdiction over the Fund, SBA will, to the extent required by state law,
reduce its management fees by the amount of such excess expenses. Such a
fee reduction, if any, will be reconciled on a monthly basis. The most re-
strictive expense limitation applicable to the Fund would require a fee
reduction in any year that such expenses exceed 2.5% of the first $30 mil-
lion of the average net assets, 2% of the next $70 million of the average
net assets and 1.5% of the remaining average net assets. For the fiscal
years ended April 30, 1992, 1993 and 1994, no fee reduction was required.
The Fund has obtained an order excluding a portion of its investment advi-
sory and sub-investment advisory and administration fees from this expense
limitation. The Fund's request for this order was based on the fact that
the Fund's expenses tend to be higher than those of mutual funds investing
solely in domestic securities, as the cost attributable to foreign invest-
ing is frequently higher.
COUNSEL AND AUDITORS
Willkie Farr & Gallagher serves as legal counsel for the Fund. The Trust-
ees who are not "interested persons" of the Fund have selected Stroock &
Stroock & Lavan as their counsel.
Coopers & Lybrand, independent accountants, One Post Office Square, Bos-
ton, Massachusetts 02109, serve as auditors of the Fund and render an
opinion on the Fund's financial statements annually.
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The Fund is designed to provide investors with an opportunity to invest a
portion of their assets in a diversified, professionally managed portfolio
of foreign and domestic securities. Management of the Fund believes that
diversification of assets on a worldwide basis decreases the degree to
which events in any one country, including the United States, will affect
an investor's entire investment holdings. In the last three decades, many
leading foreign economies and foreign stock market indices have grown more
rapidly than the U.S. economy and leading domestic stock market indices.
Although there can be no assurance that these conditions will continue in
the future or that SBA will be able to identify and invest in companies
participating in the faster-growing economies and markets, management of
the Fund believes that investment in foreign securities along with domes-
tic securities offers significant potential for capital growth together
with an opportunity to achieve efficient investment diversification.
As stated in the Prospectus, the Fund's investment objective is to seek
capital appreciation by investing principally in the securities of foreign
and domestic issuers. Current dividend income is not a prerequisite in the
selection of portfolio securities, but the companies in which the Fund in-
vests normally will have a record of paying dividends.
Although most of the Fund's investments are made in securities of compa-
nies in (or governments of) developed countries, up to 5% of the value of
the Fund's investments may be made in securities of companies in (or gov-
ernments of) developing countries. A developing country is generally con-
sidered to be a country that is in the initial stages of its industrial-
ization cycle. Investing in the equity and fixed-income markets of devel-
oping countries involves exposure to economic structures that are
generally less diverse and mature, and to political systems that can be
expected to have less stability, than those of developed countries. His-
torical experience indicates that the markets of developing countries have
been more volatile than the markets of the more mature economies of devel-
oped countries; however, such markets often have provided higher rates of
return to investors.
CURRENCY TRANSACTIONS
Generally, the currency exchange transactions of the Fund will be con-
ducted on a spot (that is, cash) basis at the spot rate for purchasing or
selling currency prevailing in the currency exchange market. This rate
under normal market conditions differs from the prevailing exchange rate
in an amount generally less than 0.1% due to the costs of converting from
one currency to another. However, the Fund has authority and intends to
deal in forward exchange between currencies of the different countries in
which it will invest as a hedge against possible variations in the ex-
change rate between these currencies. This is accomplished through con-
tractual agreements to purchase or sell a specified currency at a speci-
fied future date and price set at the time of entering into the contract.
The Fund's dealings in forward currency exchange are limited to hedging
involving either specific transactions or aggregate portfolio positions.
Transaction hedging is the purchase or sale of forward currency with re-
spect to specific receivables or payables of the Fund generally arising in
connection with the purchase or sale of its portfolio securities. Position
hedging is the sale of forward currency with respect to portfolio security
positions denominated or quoted in such currency. The Fund will not specu-
late in forward currency exchange. The Fund may not position hedge with
respect to a particular currency to an extent greater than the aggregate
market value (at the time of making such sale) of the securities held in
its portfolio denominated or quoted in or currently convertible (such as
through consummation of a forward contract) into that particular currency.
If the Fund enters into a position hedging transaction, its custodian or
sub-custodian bank will place cash or readily marketable securities in a
segregated account of the Fund in an amount equal to the value of the
Fund's total assets committed to the consummation of such forward con-
tract. If the value of the securities placed in the segregated account de-
clines, additional cash or securities will be placed in the account so
that the value of the account will equal the amount of the Fund's commit-
ment with respect to such contracts. The Fund normally will not attempt to
hedge all of its foreign portfolio positions and will enter into such
transactions only to the extent, if any, deemed appropriate by SBA. The
Fund will not enter into a forward contract with a term of more than one
year.
It may not be possible for the Fund to hedge against a devaluation that is
so generally anticipated that the Fund is not able to contract to sell the
currency at a price above the devaluation level it anticipates. The cost
to the Fund of engaging in currency transactions varies with such factors
as the currency involved, the length of the contract period and the market
conditions then prevailing. Because transactions in currency exchange usu-
ally are conducted on a principal basis, no fees or commissions are in-
volved.
At or before the maturity of a forward contract, the Fund either may sell
a portfolio security and make delivery of the currency, or it may retain
the security and offset its contractual obligation to deliver the currency
by purchasing a second contract with the same currency trader obligating
it to purchase, on the same maturity date, the same amount of the cur-
rency. If the Fund retains the portfolio security and engages in an off-
setting transaction, the Fund, at the time of execution of the offsetting
transaction, will incur a gain or loss (as described below) to the extent
there has been movement in forward contract prices. If the Fund engages in
an offsetting transaction, it subsequently may enter into a new forward
contract to sell the currency. Should forward prices decline during the
period between the Fund's entering into a forward contract for the sale of
a currency and the date it enters into an offsetting contract for the pur-
chase of the currency, the Fund will realize a gain to the extent the
price of the currency it has agreed to sell exceeds the price of the cur-
rency 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 Fund's dealing in forward currency contracts will be limited to the
transactions described above. Of course, the Fund is not required to enter
into such transactions with regard to its portfolio securities, regardless
of currency denomination, and will not do so unless deemed appropriate by
SBA. It also should be realized that the use of forward currency contracts
does not eliminate fluctuations in the underlying prices of the securi-
ties. It simply establishes a rate of exchange which one can achieve at
some future point in time. In addition, although forward currency con-
tracts tend to minimize the risk of loss due to a decline in the value of
the hedged currency, at the same time they tend to limit any potential
gain which might result should the value of the currency increase.
Because the Fund invests in foreign securities, it will hold from time to
time various foreign currencies pending their investment in foreign secu-
rities or their conversion into U.S. dollars. Although the Fund values its
assets daily in terms of U.S. dollars, it does not intend to convert its
holdings of foreign currencies into U.S. dollars on a daily basis. It will
do so from time to time, however, and investors should be aware of the
costs of currency conversion. Foreign exchange dealers do not charge a fee
for conversion, but they do realize a profit based on the difference,
which is known as the spread, between the prices at which they are buying
and selling various currencies. Thus, a dealer may offer to sell a foreign
currency to the Fund at one rate, while offering a lesser rate of exchange
should the Fund desire to resell that currency to the dealer.
If a devaluation of a currency generally is anticipated, the Fund may not
be able to contract to sell the currency at a price above the devaluation
level it anticipates. Under current tax law, in light of the requirements
that the Fund must meet to qualify as a regulated investment company under
the Internal Revenue Code of 1986, as amended (the "Code"), for a given
year, the Fund currently intends to limit its gross income from currency
transactions not directly related to the Fund's investment in stock and
securities to less than 10% of its gross income for that taxable year.
Forward contracts are not traded on contract markets regulated by the Com-
modity Futures Trading Commission ("CFTC") and forward currency contracts
are not regulated by the SEC. Instead, forward currency contracts are
traded through financial institutions acting as market-makers. In the for-
ward currency market, there are no daily price fluctuation limits, and ad-
verse market movements could therefore continue to an unlimited extent
over a period of time. Moreover, a trader of forward contracts could lose
amounts substantially in excess of its initial investment, due to the col-
lateral requirements associated with such positions.
Currency exchange transactions are subject to the risk of governmental ac-
tions affecting trading in or the prices of foreign currencies or securi-
ties. The value of such positions also could be adversely affected by (a)
other complex foreign, political and economic factors, (b) lesser avail-
ability than in the United States of data on which to make trading deci-
sions, (c) delays in the Fund's ability to act upon economic events occur-
ring in foreign markets during nonbusiness hours in the United States and
the United Kingdom, (d) the imposition of different exercise and settle-
ment terms and procedures and margin requirements than in the United
States and (e) lesser trading volume.
VENTURE CAPITAL INVESTMENTS
The Fund may invest up to 15% of its assets in illiquid or restricted se-
curities including venture capital investments, that is, new and early
stage companies whose securities are not publicly traded. Venture capital
investments may present significant opportunities for capital appreciation
but involve a high degree of business and financial risk that can result
in substantial losses. The Fund's venture capital investments may include
limited partnership interests. The disposition of U.S. venture capital in-
vestments normally would be restricted under Federal securities laws. Gen-
erally, restricted securities may be sold only in privately negotiated
transactions or in public offerings registered under the Securities Act of
1933, as amended. The Fund also may be subject to restrictions contained
in the securities laws of other countries in disposing of portfolio secu-
rities. As a result of these restrictions, the Fund may be unable to dis-
pose of such investments at times when such disposition is deemed appro-
priate due to investment or liquidity considerations. Alternatively, the
Fund may be forced to dispose of such investments at less than their fair
value. Where registration is required, the Fund may be obligated to pay
part or all of the expenses of such registration. Market quotations would
not be readily available for such securities and, for purposes of deter-
mining the offering and redemption prices of Fund shares, these invest-
ments would be valued at fair value.
AMERICAN, EUROPEAN AND CONTINENTAL DEPOSITARY RECEIPTS
The Fund 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 denominated in U.S. dollars typically issued by a domestic
bank or trust company which evidence ownership of underlying securities
issued by a foreign corporation. EDRs, which are sometimes referred to as
Continental Depositary Receipts ("CDRs"), are receipts issued in Europe
typically by non-U.S. banks and trust companies that evidence ownership of
either foreign or domestic securities. Generally, ADRs, in registered
form, are designed for use in domestic securities markets and EDRs and
CDRs, in bearer form, are designed for use in European securities markets.
ADRs may be traded on exchanges or over-the-counter in the United States
and are issued through "sponsored" or "unsponsored" arrangements. In a
sponsored ADR arrangement, the foreign issuer assumes the obligation to
pay some or all of the depositary's transaction fees. In an unsponsored
ADR arrangement, the foreign issuer assumes no obligation to pay and the
depositary's transaction fees are paid directly by the ADR holders. In ad-
dition, less information is available in the United States about an un-
sponsored ADR arrangement than about a sponsored ADR arrangement.
INVESTMENT RESTRICTIONS
Restrictions numbered 1 through 8 below have been adopted by the Fund as
fundamental policies. Under the 1940 Act, a fundamental policy may not be
changed without the vote of a majority of the outstanding voting securi-
ties of the Fund, 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 Fund are present or represented by proxy, or (b) more than
50% of the outstanding shares. The remaining restrictions may be changed
by vote of a majority of the Fund's Board of Trustees at any time.
The Fund may not:
1. With respect to 75% of the value of its total assets, invest more than
5% of its total assets in securities of any one issuer, except securities
issued or guaranteed by the United States government, or purchase more
than 10% of the outstanding voting securities of such issuer.
2. Issue senior securities as defined in the 1940 Act and any rules and
orders thereunder, except insofar as the Fund may be deemed to have issued
senior securities by reason of: (a) borrowing money or purchasing securi-
ties on a when-issued or delayed-delivery basis; (b) purchasing or selling
futures contracts and options on futures contracts and other similar in-
struments; and (c) issuing separate classes of shares.
3. Invest more than 25% of its total assets in securities, the issuers of
which are in the same industry. For purposes of this limitation, U.S. gov-
ernment securities and securities of state or municipal governments and
their political subdivisions are not considered to be issued by members of
any industry.
4. Borrow money, except that the Fund may borrow from banks for temporary
or emergency (not leveraging) purposes, including the meeting of redemp-
tion requests which might otherwise require the untimely disposition of
securities, in an amount not exceeding 10% of the value of the Fund's
total assets (including the amount borrowed) valued at market less liabil-
ities (not including the amount borrowed) at the time the borrowing is
made. Whenever borrowings exceed 5% of the value of the Fund's total as-
sets, the Fund will not make any additional investments.
5. Make loans. This restriction does not apply to: (a) the purchase of
debt obligations in which the Fund may invest consistent with its invest-
ment objective and policies; (b) repurchase agreements; and (c) loans of
its portfolio securities.
6. Engage in the business of underwriting securities issued by other per-
sons, except to the extent that the Fund may technically be deemed to be
an underwriter under the Securities Act of 1933, as amended, in disposing
of portfolio securities.
7. Purchase or sell real estate, real estate mortgages, real estate in-
vestment trust securities, commodities or commodity contracts, but this
shall not prevent the Fund from: (a) investing in securities of issuers
engaged in the real estate business and securities which are secured by
real estate or interests therein; (b) holding or selling real estate re-
ceived in connection with securities it holds; or (c) trading in futures
contracts and options on futures contracts.
8. Purchase any securities on margin (except for such short-term credits
as are necessary for the clearance of purchases and sales of portfolio se-
curities) or sell any securities short (except against the box). For pur-
poses of this restriction, the deposit or payment by the Fund of initial
or maintenance margin in connection with futures contracts and related op-
tions and options on securities is not considered to be the purchase of a
security on margin.
9. Acquire securities of other investment companies registered under the
1940 Act, except in connection with a merger, consolidation, reorganiza-
tion or acquisition of assets.
10. Invest more than 15% of its total assets in securities issued by com-
panies which, together with any predecessor, have been in continuous oper-
ation for fewer than three years. (For purposes of this restriction, issu-
ers which include predecessors, sponsors, controlling persons, general
partners, guarantors and originators of underlying assets which have less
than three years of continuing operation or relevant business experience).
11. Invest more than 15% of the value of its total assets in illiquid se-
curities, restricted securities and other securities for which market quo-
tations are not readily available, including securities of venture capital
companies.
12. Purchase participations or other direct interests in oil, gas or
other mineral exploration or development programs.
13. Purchase or retain the securities of any issuer if to the knowledge
of the Fund (a) any officer or Trustee of the Fund or (b) any officer or
director of SBA owns beneficially more than 1/2 of 1% of the outstanding
securities of such issuer and together they own beneficially more than 5%
of the securities of such issuer.
14. Invest in companies for the purpose of exercising management or con-
trol.
15. Invest in warrants if as a result more than 2% of the value of the
Fund's total assets would be invested in warrants which are not listed on
a recognized foreign or domestic stock exchange, or more than 5% of the
Fund's total assets would be invested in warrants regardless of whether
listed on such an exchange.
16. Purchase, sell or write put, call, straddle or spread options.
The percentage limitations contained in these restrictions apply at the
time of purchases of securities.
Certain restrictions listed above permit the Fund without shareholder ap-
proval to engage in investment practices that the Fund does not currently
pursue. The Fund has no present intention of altering its current invest-
ment practices as otherwise described in the Prospectus and this Statement
of Additional Information and any future change in those practices would
require Board of Trustees approval. In order to permit the sale of the
Fund's shares in certain states, the Fund may make commitments more re-
strictive than the investment restrictions listed above. Should the Fund
determine that any such commitment is no longer in the best interests of
the Fund and its shareholders, it will revoke the commitment by terminat-
ing sales of its shares in the state involved.
PORTFOLIO TURNOVER
The Fund does not generally engage in short-term trading but intends to
purchase securities for long-term capital appreciation. While the Fund's
rate of portfolio turnover has in the past exceeded 100%, the Fund's an-
nual rate of portfolio turnover is not expected to exceed 100%. A portfo-
lio turnover rate of 100% would occur, for example, if all of the securi-
ties in the Fund's portfolio were replaced once during a period of one
year. The portfolio turnover rate is calculated by dividing the lesser of
purchases or sales of portfolio securities for a year by the monthly aver-
age value of portfolio securities for the year. Securities with remaining
maturities of one year or less at the date of acquisition are currently
excluded from the calculation. For the 1993 and 1994 fiscal years, the
Fund's portfolio turnover rates were 71% and 93%, respectively.
Future turnover rates may vary greatly from year to year as well as within
a particular year and may be affected by cash requirements for redemptions
of the Fund's shares as well as by requirements which enable the Fund to
receive favorable tax treatment. Portfolio turnover rates will depend
largely on the level of purchases and redemptions of Fund shares. Higher
portfolio turnover rates can result in corresponding increases in broker-
age commissions. In addition, to the extent the Fund realizes short-term
gains, such gains would be taxable to shareholders at ordinary income tax
rates.
PORTFOLIO TRANSACTIONS
Decisions to buy and sell securities for the Fund are made by SBA, subject
to the overall review of the Fund's Board of Trustees. Portfolio securi-
ties transactions for the Fund are effected by or under the supervision of
SBA.
Transactions on domestic and some foreign stock exchanges involve the pay-
ment of negotiated brokerage commissions. On exchanges on which commis-
sions are negotiated, the cost of transactions may vary among different
brokers. On most foreign exchanges, commissions are generally fixed. There
generally is no stated commission in the case of securities traded in the
over-the-counter markets, but the price of those securities includes an
undisclosed commission or mark-up. The cost of securities purchased from
underwriters includes an underwriter's commission or concession, and the
prices at which securities are purchased from and sold to dealers include
a dealer's mark-up or mark-down. For the fiscal years ended April 30,
1992, 1993 and 1994, the Fund paid $134,951, $256,577 and $552,369, re-
spectively, in brokerage commissions.
In selecting brokers or dealers to execute portfolio transactions on be-
half of the Fund, SBA seeks the best overall terms available. The Advisory
Agreement provides that, in assessing the best overall terms available for
any transaction, SBA shall consider the factors it deems relevant, includ-
ing the breadth of the market in the security, the price of the security,
the financial condition and execution capability of the broker or dealer,
and the reasonableness of the commission, if any, for the specific trans-
action and on a continuing basis. In addition, the Advisory Agreement au-
thorizes SBA, in selecting brokers or dealers, to execute a particular
transaction and, in evaluating the best overall terms available, to con-
sider the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund
and/or other accounts over which SBA or an affiliate exercises investment
discretion. SBA's fee under the Advisory Agreement is not reduced by rea-
son of its receiving such brokerage and research services. The Fund's
Board of Trustees periodically reviews the commissions paid by the Fund to
determine if the commissions paid over representative periods of time were
reasonable in relation to the benefits inuring to the Fund.
The Fund's Board of Trustees has determined that any portfolio transaction
for the Fund may be executed through Smith Barney if, in SBA's judgment,
the use of Smith Barney is likely to result in price and execution at
least as favorable as those of other qualified brokers, and if, in the
transaction, Smith Barney charges the Fund a commission rate consistent
with those charged by Smith Barney to comparable unaffiliated customers in
similar transactions. In addition, under rules recently adopted by the
SEC, Smith Barney may directly execute such transactions for the Fund on
the floor of any national securities exchange, provided (a) the Board of
Trustees has expressly authorized Smith Barney to effect such transactions
and (b) Smith Barney annually advises the Fund of the aggregate compensa-
tion it earned on such transactions. Smith Barney will not participate in
commissions from brokerage given by the Fund to other brokers or dealers
and will not receive any reciprocal brokerage business resulting there-
from. Over-the-counter purchases and sales are transacted directly with
principal market makers except in those cases in which better prices and
executions may be obtained elsewhere. Smith Barney will not receive any
brokerage commissions for orders it executes for the Fund in the over-the-
counter market. The Fund will not effect principal transactions with Smith
Barney in over-the-counter securities in which Smith Barney makes a mar-
ket. For the fiscal years ended April 30, 1992 and 1993, the Fund paid
Shearson Lehman Brothers, the Fund's distributor prior to Smith Barney,
$9,852 and $4,505 in brokerage commissions. For the fiscal year ended
April 30, 1994, Shearson Lehman Brothers or Smith Barney was paid $87,383,
representing 15.8% of the total brokerage commissions paid by the Fund,
and effected 20.0% of the total dollar amount of the Fund's transactions
involving payment of brokerage commission during this period.
While investment decisions for the Fund are made independently from those
of the other accounts managed by SBA or certain affiliates of SBA, invest-
ments of the type the Fund may make also may be made by such other ac-
counts. In such instances, available investments or opportunities for
sales will be allocated in a manner believed by SBA to be equitable to
each. In some cases, this procedure may adversely affect the price paid or
received by the Fund or the size of the position obtained or disposed of
by the Fund.
PURCHASE OF SHARES
VOLUME DISCOUNTS
The schedule of sales charges on Class A shares described in the Prospec-
tus applies to purchases made by any "purchaser," which is defined to in-
clude the following: (a) an individual; (b) an individual's immediate fam-
ily purchasing shares for his or her own account; (c) a trustee or other
fiduciary purchasing shares for a single trust estate or single fiduciary
account; (d) 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; (e) tax-exempt organizations enumerated in Sec-
tion 501(c)(3) or (13) of the Code; (f) any other organized group of per-
sons, provided that the organization has been in existence for at least
six months and was organized for a purpose other than the purchase of in-
vestment company securities at a discount; and (g) a trustee or other pro-
fessional fiduciary (including a bank or an investment adviser registered
with the SEC under the Investment Advisers Act of 1940, as amended) pur-
chasing shares of the Fund for one or more trust estates or fiduciary ac-
counts. Purchasers who wish to combine purchase orders to take advantage
of volume discounts on Class A shares should contact their Smith Barney
Financial Consultants.
COMBINED RIGHT OF ACCUMULATION
Reduced sales charges, in accordance with the schedule in the Prospectus,
apply to any purchase of Class A shares if the aggregate investment in
Class A shares of the Fund and in Class A shares of other funds in the
Smith Barney Shearson Group of Funds that are sold with a sales charge,
including the purchase being made, of any "purchaser" (as defined above)
is $25,000 or more. The reduced sales charge is subject to confirmation of
the shareholder's holdings through a check of appropriate records. The
Fund reserves the right to terminate or amend the combined rights of accu-
mulation at any time after notice to shareholders. For further information
regarding the rights of accumulation, shareholders should contact their
Smith Barney Financial Consultants.
DETERMINATION OF PUBLIC OFFERING PRICE
The Fund offers its shares to the public on a continuous basis. The public
offering price per Class A share of the Fund is equal to the net asset
value per share at the time of purchase plus a sales charge based on the
aggregate amount of the investment. The public offering price per Class B
and Class D share (and Class A share purchases, including applicable
rights of accumulation, equalling or exceeding $1 million ), is equal to
the net asset value per share at the time of purchase and no sales charge
is imposed at the time of purchase. A contingent deferred sales charge
("CDSC"), however, is imposed on certain redemptions of Class B shares and
of Class A shares when purchased in amounts equalling or exceeding $1 mil-
lion. The method of computing the public offering price is shown in the
Fund's financial statements incorporated by reference into this Statement
of Additional Information.
REDEMPTION OF SHARES
The right of redemption 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 clos-
ings), (b) when trading in the markets the Fund normally utilizes is re-
stricted, or an emergency, as determined by the SEC, exists so that dis-
posal of the Fund'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 the Fund's shareholders.
DISTRIBUTIONS IN KIND
If the Board of Trustees determines that it would be detrimental to the
best interests of the remaining shareholders of the Fund to make a redemp-
tion payment wholly in cash, the Fund may pay, in accordance with rules
adopted by the SEC, any portion of a redemption in excess of the lesser of
$250,000 or 1% of the Fund's net assets by a distribution in kind of port-
folio securities in lieu of cash. Portfolio securities issued in a distri-
bution in kind will be readily marketable, although shareholders receiving
distributions in kind may incur brokerage commissions when subsequently
disposing of those securities.
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 ($5,000 for
retirement plan accounts) and who wish to receive specific amounts of cash
periodically. Withdrawals of at least $50 monthly may be made under the
Withdrawal Plan by redeeming as many shares of the Fund as may be neces-
sary to cover the stipulated withdrawal payment. Any applicable CDSC will
not be waived on amounts withdrawn by shareholders that exceed 2% per
month of the value of a shareholder's shares at the time the Withdrawal
Plan commences. To the extent withdrawals exceed dividends, distributions
and appreciation of a shareholder's investment in the Fund, there will be
a reduction in the value of the shareholder's investment and continued
withdrawal payments will reduce the shareholder's investment and may ulti-
mately exhaust it. Withdrawal payments should not be considered as income
from investment in the Fund. Furthermore, as it generally would not be ad-
vantageous to a shareholder to make additional investments in the Fund at
the same time that he or she is participating in the Withdrawal Plan, pur-
chases 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 TSSG as agent for Withdrawal Plan members. All dividends and distri-
butions on shares in the Withdrawal Plan are reinvested automatically at
net asset value in additional shares of the Fund. All applications for
participation in the Withdrawal Plan must be received by TSSG as With-
drawal Plan agent no later than the eighth day of the month to be eligible
for participation beginning with that month's withdrawal. The Withdrawal
Plan will not be carried over on exchanges between funds or classes of the
Fund (the "Classes"). A new Withdrawal Plan application is required to es-
tablish the Withdrawal Plan in the new fund or Class. For additional in-
formation, shareholders should contact their Smith Barney Financial Con-
sultants.
DISTRIBUTOR
Smith Barney serves as the Fund's distributor on a best efforts basis pur-
suant to a written agreement (the "Distribution Agreement"). For the fis-
cal years ended April 30, 1992, 1993 and 1994, Shearson Lehman Brothers
and/or Smith Barney received $37,106, $22,136 and $36,571, respectively,
in sales charges for the sale of the Fund's Class A shares, and did not
reallow any portion thereof to dealers.
Smith Barney forwards investors' funds for the purchase of Fund shares
five business days after placement of purchase orders (that is, the "set-
tlement date"). When payment is made by the investor before settlement
date, unless otherwise directed by the investor, the funds will be held as
a free credit balance in the investor's brokerage account and Smith Barney
may benefit from the temporary use of the funds. The investor may desig-
nate another use for the funds prior to settlement date, such as an in-
vestment in a money market fund (other than Smith Barney Money Market
Fund) in the Smith Barney Shearson Group of Funds. If the investor in-
structs Smith Barney to invest the funds in a money market fund in the
Smith Barney Shearson Group of Funds, the amount of the investment will be
included as part of the average daily net assets of both the Fund and the
money market fund, and affiliates of Smith Barney which serve the funds in
an investment advisory capacity will benefit by receiving fees from both
such investment companies, computed on the basis of their average daily
net assets. The Fund's Board of Trustees has been advised of the benefits
to Smith Barney resulting from five-day settlement procedures and will
take such benefits into consideration when reviewing the Advisory and Dis-
tribution Agreements for continuance.
DISTRIBUTION ARRANGEMENTS
Shares of the Fund are distributed on a best efforts basis by Smith Barney
as exclusive sales agent of the Fund pursuant to the Distribution Agree-
ment. To compensate Smith Barney for the services it provides and for the
expense it bears under the Distribution Agreement, the Fund has adopted a
shareholder services and distribution plan (the "Plan") pursuant to Rule
12b-1 under the 1940 Act. Under the Plan, the Fund pays Smith Barney a
service fee, accrued daily and paid monthly, calculated at the annual rate
of .25% of the value of the Fund's average daily net assets attributable
to the Class A, Class B and Class D shares. In addition, Class B and Class
D pay a distribution fee primarily intended to compensate Smith Barney for
its initial expense of paying Financial Consultants a commission upon
sales of the respective shares. The Class B and Class D distribution fee
is calculated at the annual rate of .75% of the value of the Fund's aver-
age net assets attributable to the shares of each respective Class. For
the period from November 6, 1992 through April 30, 1993 and the fiscal
year ended April 30, 1994 the Fund's Class A shares paid $35,477 and
$79,340, respectively, in service fees. For the same period, the Fund's
Class B shares paid $32,166 and $109,657 in service fees and $96,436 and
$328,970 in distribution fees. For the fiscal year ended April 30, 1994,
Class D shares paid $222 and $665 in service and distribution fees, re-
spectively.
Under its terms, the Plan continues from year to year, provided such con-
tinuance is approved annually by vote of the Fund's Board of Trustees, in-
cluding a majority of the Trustees who are not interested persons of the
Fund and who have no direct or indirect financial interest in the opera-
tion of the Plan (the "Independent Trustees"). The Plan may not be amended
to increase the amount to be spent for the services provided by Smith Bar-
ney without shareholder approval, and all amendments of the Plan also must
be approved by the Trustees in the manner described above. The Plan may be
terminated with respect to a Class at any time, without penalty, by vote
of a majority of the Independent Trustees or by a vote of a majority of
the outstanding voting securities of the Fund (as defined in the 1940 Act)
on not more than 30 days' written notice to any other party to the Plan.
Pursuant to the Plan, Smith Barney will provide the Board of Trustees with
periodic reports of amounts expended under the Plan and the purpose for
which such expenditures were made.
VALUATION OF SHARES
The Prospectus discusses the time at which the net asset value of shares
of each Class is determined for purposes of sales and redemptions. Because
of the differences in distribution fees and Class-specific expenses, the
per share net asset value of each Class will differ. Because of the need
to obtain prices as of the close of trading on various exchanges through-
out the world, the calculation of net asset value may not take place con-
temporaneously with the determination of the prices of many of the Fund's
portfolio securities. In addition, portfolio securities held by the Fund
may be traded actively in securities markets which are open for trading on
days when the Fund will not be determining its net asset value. Accord-
ingly, there may be occasions when the Fund will not calculate its net
asset value but when the value of the Fund's portfolio securities will be
affected by such trading activity.
The following is a description of the procedures used by the Fund in valu-
ing its assets. Any portfolio securities which are traded primarily on a
domestic or foreign exchange are valued at the last sale price on that ex-
change or, if there is no recent sale, at the last current bid quotation.
Portfolio securities which are traded primarily on foreign securities ex-
changes generally are valued at the preceding closing values of such secu-
rities on their respective exchanges, except that when an occurrence sub-
sequent to the time a value was so established is likely to have changed
such value, then the fair value of those securities will be determined by
consideration of other factors by or under the direction of the Board of
Trustees or its delegates. A security that is listed or traded on more
than one exchange is valued at the quotation on the exchange determined to
be the primary market for such security. All other securities not so
traded are valued at the last current bid quotation if market quotations
are available. Other securities, including restricted securities, and
other assets are valued at fair value as determined in accordance with
policies established in good faith by the Fund's Board of Trustees. All
assets and liabilities initially expressed in foreign currency values will
be converted into U.S. dollar values at the mean between the bid and of-
fered quotations of such currencies against U.S. dollars as last quoted by
any recognized dealer. If these quotations are not available, the rate of
exchange will be determined in good faith by the Fund's Board of Trustees.
In carrying out the Board's policies, Boston Advisors may consult with an
independent pricing service retained by the Fund.
EXCHANGE PRIVILEGE
Except as noted below, shareholders of any fund in the Smith Barney Shear-
son Group of Funds may exchange all or part of their shares for shares of
the same class of other funds in the Smith Barney Shearson Group of Funds,
to the extent such shares are offered for sale in the shareholder's state
of residence, on the basis of relative net asset value per share at the
time of exchange as follows:
A. Class A shares of any fund purchased with a sales charge may be ex-
changed for Class A shares of any of the other funds, and the sales charge
differential, if any, will be applied. Class A shares of any fund may be
exchanged without a sales charge for shares of the funds that are offered
without a sales charge. Class A shares of any fund purchased without a
sales charge may be exchanged for shares sold with a sales charge, and the
appropriate sales charge differential will be applied.
B. Class A shares of any fund acquired by a previous exchange of shares
purchased with a sales charge may be exchanged for Class A shares of any
of the other funds, and the sales charge differential, if any, will be ap-
plied.
C. Class B shares of any fund may be exchanged without a sales charge.
Class B shares of a fund exchanged for Class B shares of another fund will
be subject to the higher applicable CDSC of the two funds and, for pur-
poses of calculating CDSC rates and conversion periods, will be deemed to
have been held since the date the shares being exchanged were purchased.
Dealers other than Smith Barney must notify TSSG of the investor's prior
ownership of Class A shares of Smith Barney Shearson High Income Fund and
the account number in order to accomplish an exchange of shares of the
High Income Fund under paragraph B above.
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. Prior to
any exchange, the shareholder should obtain and review a copy of the cur-
rent prospectus of each fund into which an exchange is being considered.
Prospectuses may be obtained from your Smith Barney Financial Consultant.
Upon receipt of proper instructions and all necessary supporting docu-
ments, shares submitted for exchange are redeemed at the then-current net
asset value and, subject to any applicable CDSC, the proceeds immediately
invested, at a price as described above, in shares of the fund being ac-
quired. Smith Barney reserves the right to reject any exchange request.
The exchange privilege may be modified or terminated at any time after no-
tice to shareholders.
PERFORMANCE DATA
From time to time, the Fund may quote total return in advertisements or in
reports and other communications to shareholders. To the extent any adver-
tisement or sales literature of the Fund describes the expenses or perfor-
mance of any Class, it will also disclose such information for the other
Classes.
AVERAGE ANNUAL TOTAL RETURN
"Average annual total return" figures are computed according to a formula
prescribed by the SEC. The formula can be expressed as follows:
P(1+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.
The following total return figures assume that the maximum 5% sales charge
has been deducted from the investment at the time of purchase. The average
annual total return for Class A shares was as follows for the period indi-
cated:
6.40% for the one-year period from May 1, 1993 through April 30, 1994;
3.67% per annum during the five-year period from May 1, 1989 through
April 30, 1994; and
9.56% per annum during the period from the Fund's commencement of opera-
tions on July 26, 1984 through April 30, 1994.
The average annual total return for Class B shares was as follows for the
periods indicated:
6.04% for the one-year period from May 1, 1993 through April 30, 1994;
11.41% per annum for the period from November 6, 1992 through April 30,
1994.
These average annual total return figures assume that the applicable maxi-
mum CDSC has been deducted from the investment.
The average annual total return for Class C shares was as follows for the
periods indicated:
12.34% for the one-year period from May 1, 1993 through April 30, 1994;
15.32% per annum for the period from November 6, 1992 through April 30,
1994.
AGGREGATE TOTAL RETURN
Aggregate total return figures represent the cumulative change in the
value of an investment in the Class for the specified period and are com-
puted by the following formula:
ERV - P P
Where: P = a hypothetical initial payment of $10,000.
ERV = Ending Redeemable Value of a hypothetical $10,000
investment made at the beginning of a 1-, 5- or
10-year period (or fractional portion thereof) at
the end of the 1-, 5- or 10-year period (or frac-
tional portion thereof), assuming reinvestment of
all dividends and distributions.
The aggregate total returns for Class A shares were as follows for the pe-
riods indicated:
12.00% for the one-year period from May 1, 1993 through April 30, 1994;
26.06% for the five-year period from May 1, 1989 through April 30, 1994;
and
156.74% for the period from the Fund's commencement of operations on July
26, 1984 through April 30, 1994.
The aggregate total return figures do not assume that the maximum 5% sales
charge has been deducted from the investment at the time of purchase. If
the maximum sales charge had been deducted at the time of purchase, the
aggregate total return for Class A shares for those same periods would
have been 6.4%, 19.75%, and 143.90%, respectively.
The Fund's aggregate total return for Class B shares was as follows for
the period indicated:
11.04% for the one-year period from May 1, 1993 through April 30, 1994.
21.39% for the period beginning on November 6, 1992 through April 30,
1994.
These figures do not assume that the maximum 5% sales charge has been de-
ducted from the investment at the time of purchase. If the maximum sales
charge had been deducted at the time of purchase, the Fund's aggregate
total returns for the same periods would have been 17.39% and 6.04%, re-
spectively.
The Fund's aggregate total return for Class C shares was as follows for
the period indicated:
12.34% for the period beginning on November 6, 1992 through April 30,
1994;
23.55% for the one-year period from May 1, 1993 through April 30, 1994.
The Fund's aggregate total return for Class D shares was as follows for
the period indicated:
3.50% for the period from October 22, 1993 through April 30, 1994;
A Class' performance will vary from time to time depending upon market
conditions, the composition of the Fund's portfolio, the Fund's operating
expenses and the expenses exclusively attributable to the Class. Conse-
quently, any given performance quotation should not be considered repre-
sentative of the Class' performance for any specified period in the fu-
ture. Because performance will vary, it may not provide a basis for com-
paring an investment in the Class with certain bank deposits or other
investments that pay a fixed yield for a stated period of time. Investors
comparing a Class' performance with that of other mutual funds should give
consideration to the quality and maturity of the respective investment
companies' portfolio securities.
TAXES
The following is a summary of selected Federal income tax considerations
that may affect the Fund and its shareholders. The summary is not intended
as a substitute for individual tax advice and investors are urged to con-
sult their own tax advisors as to the tax consequences of an investment in
the Fund.
The Fund has qualified and intends to continue to qualify each year as a
regulated investment company under the Code. Provided that the Fund (a) is
a regulated investment company and (b) distributes at least 90% of its net
investment income (including, for this purpose, its net realized short-
term capital gains), the Fund will not be liable for Federal income taxes
to the extent its net investment income and its net realized long- and
short-term capital gains, if any, are distributed to its shareholders. Al-
though the Fund expects to be relieved of all or substantially all Fed-
eral, state, and local income or franchise taxes, depending upon the ex-
tent of its activities in states and localities in which its offices are
maintained, in which its agents or independent contractors are located, or
in which it is otherwise deemed to be conducting business, that portion of
the Fund's income which is treated as earned in any such state or locality
could be subject to state and local taxes. Any such taxes paid by the Fund
would reduce the amount of income and gains available for distribution to
shareholders. All net investment income and net capital gains earned by
the Fund will be reinvested automatically in additional shares of the same
Class of the Fund at net asset value, unless the shareholder elects to re-
ceive dividends and distributions in cash.
Gain or loss on the sale of a security by the Fund generally will be long-
term capital gain or loss if the Fund has held the securities for more
than one year. Gain or loss on the sale of securities held for not more
than one year will be short-term. If the Fund acquires a debt security at
a substantial discount, a portion of any gain upon the sale or redemption
will be taxed as ordinary income, rather than capital gain to the extent
it reflects accrued market discount.
Dividends of net investment income and distributions of net realized
short-term capital gains will be taxable to shareholders as ordinary in-
come for Federal income tax purposes, whether received in cash or rein-
vested in additional shares. Dividends received by corporate shareholders
will qualify for the dividends-received deduction only to the extent that
the Fund designates the amount distributed as a dividend and the amount so
designated does not exceed the aggregate amount of dividends received by
the Fund from domestic corporations for the taxable year. The Federal
dividends-received deduction for corporate shareholders may be further re-
duced or disallowed if the shares with respect to which dividends are re-
ceived are treated as debt-financed or are deemed to have been held for
less than 46 days.
Foreign countries may impose withholding and other taxes on dividends and
interest paid to the Fund with respect to investment in foreign securi-
ties. However, certain foreign countries have entered into tax conventions
with the United States to reduce or eliminate such taxes.
Distributions of long-term capital gains will be taxable to shareholders
as such, whether paid in cash or reinvested in additional shares and re-
gardless of the length of time that the shareholder has held his or her
interest in the Fund. If a shareholder receives a distribution taxable as
long-term capital gain with respect to his or her investment in the Fund
and redeems or exchanges the shares before he or she has held them for
more than six months, any loss on the redemption or exchange that is less
than or equal to the amount of the distribution will be treated as a long-
term capital loss.
If a shareholder (a) incurs a sales charge in acquiring shares of the
Fund, (b) disposes of those shares within 90 days and (c) acquires shares
in a mutual fund for which the otherwise applicable sales charge is re-
duced by reason of a reinvestment right (that is, exchange privilege), the
original sales charge increases the shareholder's tax basis in the origi-
nal 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 dispo-
sition of the newly acquired shares made within 90 days of the second ac-
quisition. This provision prevents a shareholder from immediately deduct-
ing the sales charge by shifting his or her investment in a family of mu-
tual funds.
Investors considering buying shares of the Fund on or just prior to a
record date for a taxable dividend or capital gain distribution should be
aware that, regardless of whether the price of the Fund shares to be pur-
chased reflects the amount of the forthcoming dividend or distribution
payment, any such payment will be a taxable dividend or distribution pay-
ment.
If a shareholder fails to furnish a correct taxpayer identification num-
ber, fails to report dividend and interest income in full, or fails to
certify that he or she has provided a correct taxpayer identification num-
ber and that he or she is not subject to such withholding, the shareholder
may be subject to a 31% "backup withholding" tax with respect to (a) any
taxable dividends and distributions and (b) any proceeds of any redemption
of Fund shares. An individual's taxpayer identification number is his or
her social security number. The backup withholding tax is not an addi-
tional tax and may be credited against a shareholder's regular Federal in-
come tax liability.
The foregoing is only a summary of certain tax considerations generally
affecting the Fund and its shareholders and is not intended as a substi-
tute for careful tax planning. Shareholders are urged to consult their tax
advisors with specific reference to their own tax situations, including
their state and local tax liabilities.
CUSTODIAN AND TRANSFER AGENT
Boston Safe, a wholly owned subsidiary of TBC, is located at One Boston
Place, Boston, Massachusetts 02108, and serves as the custodian of the
Fund. Under the Fund's custody agreement, Boston Safe holds the Fund's
portfolio securities and keeps all necessary accounts and records. For its
services, Boston Safe receives a monthly fee based upon the month-end mar-
ket value of securities held in custody and also receives securities
transaction charges. Boston Safe is authorized to establish separate ac-
counts for foreign securities owned by the Fund to be held with foreign
branches of other domestic banks as well as with certain foreign banks and
securities depositories. The assets of the Fund are held under bank custo-
dianship in compliance with the 1940 Act.
TSSG is located at Exchange Place, Boston, Massachusetts 02109, and serves
as the Fund's transfer agent. Under the Fund's transfer agency agreement,
TSSG maintains the shareholder account records for the Fund, handles cer-
tain communications between shareholders and the Fund and distributes div-
idends and distributions payable by the Fund. For these services, TSSG re-
ceives a monthly fee computed on the basis of the number of shareholder
accounts it maintains for the Fund during the month and is reimbursed for
out-of-pocket expenses.
ORGANIZATION OF THE FUND
The Fund is an unincorporated business trust under the laws of the Common-
wealth of Massachusetts pursuant to an Amended and Restated Master Trust
Agreement dated November 6, 1992, as amended from time to time (the "Trust
Agreement"). The Fund commenced business as an investment company on July
26, 1984, under the name Shearson Global Opportunities Fund. On December
7, 1988, August 27, 1990 and July 30, 1993, the Fund changed its name to
SLH Global Opportunities Fund, Shearson Lehman Brothers Global Opportuni-
ties Fund and Smith Barney Shearson Global Opportunities Fund, respec-
tively.
In the interest of economy and convenience, certificates representing
shares in the Fund are not physically issued except upon specific request
made by a shareholder to TSSG, the Fund's transfer agent. TSSG maintains a
record of each shareholder's ownership of Fund shares. Shares do not have
cumulative voting rights, which means that holders of more than 50% of the
shares voting for the election of Trustees can elect all Trustees. Shares
are transferable but have no preemptive, conversion or subscription
rights.
Under Massachusetts law, shareholders could, under certain circumstances,
be held personally liable for the obligations of the Fund. The Trust
Agreement disclaims shareholder liability for acts or obligations of the
Fund, however, and requires that notice of such disclaimer be given in
each agreement, obligation or instrument entered into or executed by the
Fund or a Trustee. The Trust Agreement provides for indemnification from
the Fund for all losses and expenses of any shareholder held personally
liable for the obligations of the Fund. Thus, the risk of a shareholder's
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Fund itself would be unable to meet its obliga-
tions, a possibility which management of the Fund believes is remote. Upon
payment of any liability incurred by the Fund, a shareholder paying such
liability will be entitled to reimbursement from the general assets of the
Fund. The Trustees intend to conduct the operations of the Fund in such a
way so as to avoid, as far as possible, ultimate liability of the share-
holders for liabilities of the Fund.
FINANCIAL STATEMENTS
The Fund's Annual Report for the fiscal year ended April 30, 1994 accompa-
nies this Statement of Additional Information and is incorporated herein
by reference in its entirety.
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
Two World Trade Center
New York, New York 10048
Smith Barney Shearson
GLOBAL OPPORTUNTIES
FUND
STATEMENT OF
ADDITIONAL INFORMATION
JUNE 29, 1994
Part B
Item No.
Statement of
Additional Information Caption
10. Cover Page
Cover Page
11. Table of Contents
Contents
12. General Information and
History
Distributor
13. Investment Objectives and
Policies
Investment Objective and
Management Policies
14. Management of the Fund
Management of the Fund
15. Control Persons and Principal
Holders of Securities
Management of the Fund
16. Investment Advisory and
Other Services
Management of the Fund;
Distributor
17. Brokerage Allocation
Investment Objective and
Management Policies
18. Capital Stock and Other
Securities
Purchase of Shares;
Taxes;Redemption of Shares
19. Purchase, Redemption and
Pricing of Securities
Being Offered
Purchase of Shares; Redemption of
Shares; Valuation of Shares;
Exchange Privilege; Distributor
20. Tax Status
Taxes
21. Underwriters
Distributor
22. Calculation of Performance
Data
Performance Data
23. Financial Statements
Financial Statements
SMITH BARNEY SHEARSON GLOBAL OPPORTUNITES FUND
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements
Included in Part A:
Financial Highlights
Included in Part B:
The Registrant's Annual Report for the fiscal year ended
April 30, 1994, and the Report of Independent Accountants dated June 10,
1994 are incorporated by reference to the Definitive 30b-2 filed on June
29, 1994, as Accession # 0000053798-94-000320.
Included in Part C:
Consent of Independent Accountants
(b) Exhibits
Exhibit No. Description of Exhibit
All references are to the Registrant's registration statement on Form N-1A
as filed with the Securities and Exchange Commission on February 14, 1984.
File Nos. 2-89431 and 811-3960 (the "Registration Statement").
(1) First Amended and Restated Master Trust Agreement and Amendment No. 1
are incorporated by reference to Post-Effective Amendment No. 13 as filed
on September 1, 1993 ("Post-Effective Amendment No. 13").
(2) Registrant's By-Laws are incorporated by reference to the
Registration Statement.
(3) Not Applicable.
(4) Registrant's Form of share Certificate for Class A, B, C and Class D
shares are incorporated by reference to Post-Effective Amendment No. 11.
(5)(a) Investment Advisory Agreement between Registrant and Smith,
Barney Advisers, Inc. is incorporated by reference to Post-Effective
Amendment No. 14 as filed on April 29, 1994 ("Post-Effective Amendment No.
14").
(6) Distribution Agreement dated July 30, 1993 between the
Registrant and Smith Barney Shearson Inc. ("Smith Barney Shearson") is
incorporated by reference to Post-Effective Amendment No. 14 as filed on
April 29, 1994 ("Post-Effective Amendment No. 14").
(7) Not Applicable.
(8) Custody Agreement with Boston Safe Deposit and Trust Company is
incorporated by reference to Post-Effective Amendment No. 8.
(9)(a) Administration Agreement dated May 21, 1993 between Registrant
and The Boston Company Advisors, Inc. is incorporated by reference to Post-
Effective Amendment No. 13.
(b) Transfer Agency Agreement dated August 2, 1993 between
Registrant and The Shareholder Services Group, Inc. is incorporated by
reference to Post-Effective Amendment No. 14 as filed on April 29, 1994
("Post-Effective Amendment No. 14").
(10) Not Applicable.
(11)(a) Consent of Morningstar Mutual Fund Values is incorporated by
reference to Post-Effective Amendment No. 11.
(b) Consent of Independent Accountant is filed herein.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15) Services and Distribution Plan pursuant to Rule 12b-1 dated
July 30, 1993 between the Registrant and Smith Barney Shearson Inc. is
incorporated by reference to Post-Effective Amendment No. 14 as filed on
April 29, 1994 ("Post-Effective Amendment No. 14").
(16) Performance Data is incorporated by reference to Post-Effective
Amendment No. 6.
Item 25. Persons Controlled by or under Common Control with Registrant
Not Applicable.
Item 26. Number of Holders of Securities
(1) (2)
Number of Record Holders
Title of Class as of June 3, 1994
Beneficial Interest par
value $.001 per share Class A 5,797
Class B 11,754
Class C
3
Class D
12
Item 27. Indemnification
The response to this item is incorporated by reference to
Registrant's Pre-Effective
Amendment No. 1.
Item 28(a.) Business and Other Connections of Investment Adviser
Investment Adviser - - Smith, Barney Advisers, Inc.
Smith, Barney Advisers, Inc. ("SBA") was incorporated in December 1968
under the laws of the State of Delaware. SBA is a wholly owned subsidiary
of Smith Barney Shearson Holdings Inc., which in turn is a wholly owned
subsidiary of The Travelers Inc. (formerly known as Primerica Corporation)
("Travelers"). SBA is registered as an investment adviser under the
Investment Advisers Act of 1940 (the "Advisers Act").
The list required by this Item 28 of officers and directors of SBA 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 FORM ADV filed by SBA pursuant to the Advisers Act
(SEC File No. 801-8314).
3/15/94
Item 29. Principal Underwriters
Smith Barney Shearson Inc. ("Smith Barney Shearson") currently acts as
distributor for Smith Barney Shearson Managed Municipals Fund Inc., Smith
Barney Shearson New York Municipals Fund Inc., Smith Barney Shearson
California Municipals Fund Inc., Smith Barney Shearson Massachusetts
Municipals Fund, Smith Barney Shearson Global Opportunities Fund, Smith
Barney Shearson Aggressive Growth Fund Inc., Smith Barney Shearson
Appreciation Fund Inc., Smith Barney Shearson Worldwide Prime Assets Fund,
Smith Barney Shearson Short-Term World Income Fund, Smith Barney Shearson
Principal Return Fund, Smith Barney Shearson Municipal Money Market Fund
Inc., Smith Barney Shearson Daily Dividend Fund Inc., Smith Barney Shearson
Government and Agencies Fund Inc., Smith Barney Shearson Managed
Governments Fund Inc., Smith Barney Shearson New York Municipal Money
Market Fund, Smith Barney Shearson California Municipal Money Market Fund,
Smith Barney Shearson Income Funds, Smith Barney Shearson Equity Funds,
Smith Barney Shearson Investment Funds Inc., Smith Barney Shearson Precious
Metals and Minerals Fund Inc., Smith Barney Shearson Telecommunications
Trust, Smith Barney Shearson Arizona Municipals Fund Inc., Smith Barney
Shearson New Jersey Municipals Fund Inc., The USA High Yield Fund N.V.,
Garzarelli Sector Analysis Portfolio N.V., The Advisors Fund L.P., Smith
Barney Shearson Fundamental Value Fund Inc., Smith Barney Shearson Series
Fund, The Trust for TRAK Investments, Smith Barney Shearson Income Trust,
Smith Barney Shearson FMA R Trust, Smith Barney Shearson Adjustable Rate
Government Income Fund, Smith Barney Shearson Florida Municipals Fund,
Smith Barney Funds, Inc., Smith Barney Muni Funds, Smith Barney World
Funds, Inc., Smith Barney Money Funds, Inc., Smith Barney Tax Free Money
Fund, Inc., Smith Barney Variable Account Funds, Smith Barney U.S. Dollar
Reserve Fund (Cayman), Worldwide Special Fund, N.V., Worldwide Securities
Limited, (Bermuda), Smith Barney International Fund (Luxembourg) and
various series of unit investment trusts.
Smith Barney Shearson is a wholly owned subsidiary of Smith Barney
Shearson Holdings Inc., which in turn is a wholly owned subsidiary of The
Travelers Inc. (formerly known as Primerica Corporation) ("Travelers").
The information required by this Item 29 with respect to each director,
officer and partner of Smith Barney Shearson is incorporated by reference
to Schedule A of FORM BD filed by Smith Barney Shearson pursuant to the
Securities Exchange Act of 1934 (SEC File No. 812-8510).
3/15/94
Item 30. Location of Accountants and Records
(1) Smith Barney Shearson Global Opportunities Fund
Two World Trade Center
New York, New York 10048
(2) Smith, Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105
(3) The Boston Company Advisors, Inc.
One Boston Place
Boston, Massachusetts 02108
(4) Boston Safe Deposit and Trust Company
One Wellington Business Center
One Cabot Road
Medford, Massachusetts 02155
(5) The Shareholders Services Group, Inc.
Exchange Place
Boston, Massachusetts 02109
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
None
485 (b) Certification
The Registrant hereby certifies that it meets all
requirements for effectiveness pursuant to Rule 485(b) under the Securities
Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company
Act of 1940, as amended, the Registrant, SMITH BARNEY SHEARSON GLOBAL
OPPORTUNITIES FUND,
has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York, State of
New York on the 29th day of June, 1994.
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
By:/s/ Heath B. McLendon*
Heath B. McLendon,
Chief Executive Officer
WITNESS our hands on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the
Registration Statement and the above Power of Attorney has been signed
below by the following persons in the
capacities and on the dates indicated.*
Signature Title Date
/s/ Heath B. McLendon*
Heath B. McLendon Director and Chairman of
the Board (Chief Executive 6/29/94
Officer)
/s/ Vincent Nave*
Vincent Nave Treasurer (Chief Financial
and Accounting Officer) 6/29/94
/s/ Paul R. Ades*
Paul R. Ades Trustee 6/29/94
/s/ Herbert Barg*
Herbert Barg Trustee 6/29/94
/s/ Allan R. Johnson*
Allan R. Johnson Trustee 6/29/94
/s/ Ken Miller*
Ken Miller Trustee 6/29/94
/s/ John F. White* Trustee 6/29/94
*Signed by Lee D. Augsburger, their
duly authorized attorney-in-fact,
pursuant to power of attorney dated
October 20, 1992;
/s/ Lee D. Augsburger
Lee D. Augsburger
Exhibits
99. (11(b) Consent of Independent Accountants
g:\shared\domestic\clients\shearson\fund\sgof/pea15.doc
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
Smith Barney Shearson Global Opportunities Fund:
We hereby consent to the following with respect to
Post-Effective Amendment No. 15 to the Registration Statement on
Form N-1A (File No. 2-89431) under the Securities Act of 1933,
as amended, of Smith Barney Shearson Global Opportunities Fund:
1. The incorporation by reference of our report dated June 10,
1994 accompanying the Annual Report dated April 30, 1994 of
Smith Barney Shearson Global Opportunities Fund, in the
Statement of Additional Information.
2. The reference to our firm under the heading "Financial
Highlights" in the Prospectus.
3. The reference to our firm under the heading "Counsel and
Auditors" in the Statement of Additional Information.
COOPERS & LYBRAND
Boston, Massachusetts
June 27, 1994
