SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec.
240.14a-12
. . . . . . . . . . .SMITH BARNEY SHEARSON GLOBAL OPPORTUNITIES FUNDS .
. . . . . . . . . .
(Name of Registrant as Specified In Its Charter)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Aggregate number of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Per unit price or other underlying value of transaction computed
pursuant to
Exchange Act Rule 0-11:1
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4) Proposed maximum aggregate value of transaction:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1 Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . .
2) Form, Schedule or Registration Statement No.:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . .
3) Filing Party:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . .
4) Date Filed:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . .
SMITH BARNEY SHEARSON GLOBAL OPPORTUNITIES FUND
Two World Trade Center
New York, New York 10048
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on [March 21, ]1994
To the Shareholders of
Smith Barney Shearson Global Opportunities Fund:
Notice is hereby given that a Special Meeting of Shareholders of
Smith Barney Shearson Global Opportunities Fund (the "Fund"), a
Massachusetts business trust, will be held at the offices of the
Fund, Two World Trade Center, 100th floor, New York, New York 10048,
at [3:00] p.m., on [March 21, 1994,] for the following purposes:
1. To approve or disapprove a new investment advisory
agreement between the Fund and Smith, Barney Advisers, Inc. ("SBA"),
containing substantially the same terms and conditions as the Fund's
current investment advisory agreement (Proposal 1).
2. To transact such other business as may properly come
before the Special Meeting or any adjournment thereof.
The Board of Trustees of the Fund has fixed the close of
business on [February ___, 1994] as the record date for the
determination of shareholders of the Fund entitled to notice of and
to vote at the Special Meeting.
By Order of the Board of
Trustees
Francis J. McNamara, III
Secretary
[February __,] 1994
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE
REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY
CARD IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN
THE UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF THE
PROXY CARD ARE SET FORTH ON THE INSIDE COVER OF THIS NOTICE. IT IS
IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense to the Fund involved
in validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears
in the registration on the proxy card
2. Joint Accounts: Either party may sign, but the name of the
party signing should conform exactly to the name shown in the
registration on the proxy card.
3. All Other Accounts: The capacity of the individual signing
the proxy card should be indicated unless it is reflected in the form
of registration. For example:
Registration Valid Signature
Corporate Accounts
(1) ABC Corp.
ABC Corp.
(2) ABC Corp.
John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer
John Doe
(4) ABC Corp. Profit Sharing Plan
John Doe, Trustee
Trust Accounts
(1) ABC Trust
Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
i/t/d 12/28/78
Jane B. Doe
Custodian or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr.
UGMA
John B. Smith, Jr.
(2) John B. Smith
John B. Smith, Jr.,
Executor
SMITH BARNEY SHEARSON GLOBAL OPPORTUNITIES FUND
Two World Trade Center
New York, New York 10048
SPECIAL MEETING OF SHAREHOLDERS
To Be Held on [March 21,] 1994
PROXY STATEMENT
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Trustees (the "Board") of Smith
Barney Shearson Global Opportunities Fund ("Fund"), for use at a Special
Meeting of Shareholders of the Fund to be held at [3:00] p.m. on [March 21,]
1994, at the offices of the Fund, Two World Trade Center, 100th floor, New
York, New York 10048, and at any adjournments thereof (collectively, the
"Special Meeting"). A Notice of Special Meeting of Shareholders and a proxy
card accompany this Proxy Statement. Proxy solicitations will be made
primarily by mail, but proxy solicitations may also be made by telephone,
telegraph or personal interviews conducted by: officers and employees of the
Fund; Smith Barney Shearson Inc. ("Smith Barney Shearson"), the distributor
of the shares of the Fund; The Shareholder Services Group, Inc. ("TSSG"), a
subsidiary of First Data Corporation, the transfer agent of the Fund; and/or
The Boston Company Advisors, Inc. ("Boston Advisors"), the administrator of
the Fund. The costs of proxy solicitation and expenses incurred in
connection with the preparation of this Proxy Statement and its enclosures
will be paid by Smith Barney Shearson. Smith Barney Shearson will also
reimburse brokerage firms and others for their expenses in forwarding
solicitation material to the beneficial owners of Fund shares.
The Fund currently issues four classes of shares, but for purposes of
the matters to be considered at the Special Meeting, all shares will be
voted as a single class. Each share is entitled to one vote and any
fractional share is entitled to a fractional vote. If the enclosed proxy is
properly executed and returned in time to be voted at the Special Meeting,
the shares of beneficial interest ("Shares") represented by the proxy will
be voted in accordance with the instructions marked thereon. Unless
instructions to the contrary are marked on the proxy, it will be voted FOR
the matters listed in the accompanying Notice of Special Meeting of
Shareholders. Any shareholder who has given a proxy has the right to revoke
it at any time prior to its exercise either by attending the Special Meeting
and voting his or her Shares in person, or by submitting a letter of
revocation or later-dated proxy to the Fund at the above address prior to
the date of the Special Meeting. For purposes of determining the presence
of a quorum for transacting business at the Special Meeting, abstentions and
broker "non-votes" (i.e., proxies from brokers or nominees indicating that
such persons have not received instructions from the beneficial owner or
other persons entitled to vote Shares on a particular matter with respect to
which the brokers or nominees do not have discretionary power) will be
treated as Shares that are present but which have not been voted. For this
reason, abstention and broker "non-votes" will have the effect of a "no"
vote for purposes of obtaining the requisite approval of each proposal.
In the event that a quorum is not present at the Special Meeting, or
in the event that a quorum is present but sufficient votes to approve any of
the proposals are not received, the persons named as proxies on the enclosed
proxy card may propose one or more adjournments of the Special Meeting to
permit further solicitation of proxies. In determining whether to adjourn
the Special Meeting, the following factors may be considered: the nature of
the proposal that is the subject of the Special Meeting, the percentage of
votes actually cast, the percentage of negative votes actually cast, the
nature of any further solicitation and the information to be provided to
shareholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those Shares
represented at the Special Meeting in person or by proxy. A shareholder
vote may be taken on one or more of the proposals in this Proxy Statement
prior to any such adjournment if sufficient votes have been received for
approval. Under the Trust's First Amended and Restated Master Trust
Agreement dated November 5, 1992, as amended by Amendment No. 1 dated July
30, 1993 ("Master Trust Agreement"), a quorum of shareholders is constituted
by the presence in person or by proxy of the holders of a majority of the
outstanding Shares of the Fund entitled to vote at the Special Meeting.
The Board has fixed the close of business on [February __,] 1994 as
the record date (the "Record Date") for the determination of shareholders of
the Fund entitled to notice of and to vote at the Special Meeting. At the
close of business on the Record Date, there were [____________] Shares of
the Fund outstanding. As of the Record Date, to the knowledge of the Fund
and its Board, no single shareholder or "group" (as that term is used in
Section 13(d) of the Securities Exchange Act of 1934), except as set forth
in the table below, beneficially owned more than 5% of the outstanding
Shares of the Fund. As of the Record Date, the officers and Board members
of the Fund beneficially owned less than 1% of the Shares of the Fund.
Name and Address
Amount and (Percentage)
of Shares Beneficially Owned
[TO BE PROVIDED]
As of [___, 1994,] no shares of SBA or its parent corporation, The
Travelers Inc., were held by Board members, except as set forth in the table
below.
Name and Address
Amount and (Percentage)
of Shares Beneficially Owned
[TO BE PROVIDED]
In order that your Shares may be represented at the Special Meeting, you are
requested to:
- -
indicate your instructions on the enclosed
proxy card;
- -
date and sign the proxy card;
- -
mail the proxy card promptly in the enclosed
envelope, which requires no postage if
mailed in the United States; and
- -
allow sufficient time for the proxy card to
be received on or before 1:30 p.m., [March
21,] 1994.
As a business trust formed under the laws of the Commonwealth of
Massachusetts, the Fund is not required to hold annual shareholder meetings
but may hold special meetings as required or deemed desirable. As indicated
above, the Special Meeting is being called to consider a new investment
advisory contract for the Fund.
The Board recommends an affirmative vote on Proposal 1.
PROPOSAL 1
TO APPROVE OR DISAPPROVE A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN
SMITH, BARNEY ADVISERS, INC. AND THE FUND, CONTAINING
SUBSTANTIALLY THE SAME TERMS
AND CONDITIONS AS THE FUND'S CURRENT INVESTMENT ADVISORY AGREEMENT.
SUMMARY OF PROPOSAL
For the reasons and based on an extensive analysis of factors
described below, the Trustees of the Fund have determined, subject to
approval by shareholders, to enter into a new investment advisory agreement
(the "New Agreement") between the Fund and SBA, a subsidiary of Smith Barney
Shearson. The Fund currently is advised by Lehman Brothers Global Asset
Management, Ltd. ("LBGAM") under an agreement (the "Current Agreement") that
will terminate on March 21, 1994, pursuant to notice duly given by the Board
of Trustees of the Fund. The New Agreement contains substantially the same
terms and conditions, including the same advisory fee, found in the Current
Agreement. If approved by shareholders of the Fund, the New Agreement would
commence on [March 21,] 1994 and would continue initially for a two year
period and would continue automatically for successive annual periods
thereafter; provided such continuance is approved at least annually by (i) a
majority of the Board who are not interested persons of the Fund (as the
term is used in the Investment Company Act of 1940, as amended (the "1940
Act")) and (ii) a majority of the full Board of Trustees or a majority of
the outstanding voting securities of the Fund, as defined in the 1940 Act.
THE PROPOSED ADVISER
SBA was established in 1968 and is a part of Smith Barney Shearson
Capital Management, which has been in the investment advisory business for
48 years. SBA renders investment management advice to investment companies
and institutional clients with aggregate assets under management as of
[_______, 1993] in excess of [$_________]. The names of the investment
companies for which SBA provides services, the amounts of their net assets
as of March 1, 1993 and the annual rate of SBA's fees for its services to
those companies are set forth on Appendix A to the Proxy Statement. An
audited balance sheet of SBA as of [December 31, 1992] is set forth as
Exhibit A to this Proxy Statement. In addition, an unaudited balance sheet
of SBA as of [December 31, 1993], is set forth as Exhibit B to this Proxy
Statement. SBA has represented that since [December 31, 1992,] there has
been no material adverse change in its financial condition.
The name, position with SBA and principal occupation of each executive
officer and director of SBA are set forth in the following table. The
business address of SBA and each officer and director is 1345 Avenue of the
Americas, New York, New York 10105.
Name Position with SBA Principal Occupation
Stephen J. Treadway Director; President, Chief Executive
Vice President
Executive Officer and Director of Smith
Barney
Lewis E. Daidone Director; Senior Vice President Managing Director
of Smith Barney
Michael J. Day Treasurer Director and Executive
Vice President of Smith
Barney
George A. Saks Director Executive Vice
President, Secretary and
General Counsel of Smith
Barney
Bruce D. Sargent Director Director and Executive
Vice President of
Smith Barney
Christina T. Sydor Secretary Managing Director
of Smith Barney
EVALUATION BY THE BOARD AND REASONS FOR THE PROPOSAL
On January 20, 1994, the Trustees of the Fund met in person at a
meeting called for the purpose of considering, among other things, the New
Agreement with SBA. They also considered, at that time, continuation of the
Fund's Current Agreement with LBGAM and various other possible alternatives.
In advance of the meeting, the Board reviewed materials furnished by Smith
Barney Shearson and SBA. Additional materials were presented at the meeting
and were described in detail and reviewed carefully by the Board. The
written material described each of SBA and LBGAM and their affiliates,
senior personnel, portfolio managers, analysts, economists and others, their
methods of operation, investment philosophies, performance records and
financial conditions. Representatives of LBGAM and SBA met separately with
the Board to discuss in depth the written materials and to respond to
questions from the Board and its independent counsel. The Board reviewed
and considered LBGAM's investment performance on behalf of the Fund and also
considered the past investment performance of SBA in managing portfolios of
international equity securities with objectives and policies similar to
those of the Fund.
The Board of Trustees of the Fund determined to terminate the
agreement with LBGAM and to enter into the New Agreement, subject to the
approval of shareholders. In so doing, a variety of factors were evaluated.
It was asserted that management of the Fund could be enhanced by a close
relationship between the Trust's officers and its investment adviser. Mr.
Heath B. McLendon is the Trust's Chief Executive Officer and, although he
previously worked closely with LBGAM, he now has a close association with
SBA and is involved directly in the management of the Smith Barney Shearson-
distributed mutual funds. It was noted that LBGAM and its affiliates are
currently advising and sponsoring series of mutual funds that are being
offered, and will continue to be offered, to retail and other investors
through its own distribution network. The availability of these LBGAM-
advised funds could be confusing to investors in the Fund and other mutual
funds sponsored by Smith Barney Shearson.
The Board reviewed the past performance records of LBGAM and SBA over
relevant periods of time as well as the background and experience of the
various officers and managers employed by those companies. The Board
compared their past performance and evaluated those records against various
indices and industry standards, and found that SBA's performance with
comparable funds had been superior to that of LBGAM.
The Board recognized that, currently, most Shares of the Fund are now
sold under an arrangement pursuant to which the Fund's distributor, Smith
Barney Shearson, advances the cost of distribution and seeks to recover that
cost through a combination of contingent deferred sales charges and
distribution fees paid under a plan of distribution adopted pursuant to Rule
12b-1 under the 1940 Act. Smith Barney Shearson informed the Trustees that
this method of distribution, while preferred by investors, was expensive to
the distributor on a current basis and a distributor would rarely agree to
offer its services under these circumstances to a fund to which it or its
affiliates did not serve as investment adviser. Prior to July 30, 1993,
Shearson Lehman Brothers Inc., served as the Fund's distributor and its
affiliate, LBGAM, served as the Fund's investment adviser. As of that date,
however, the retail brokerage and investment advisory businesses (other than
LBGAM) of Shearson Lehman Brothers Inc. were transferred to Smith Barney
Shearson (known at the time as "Smith Barney, Harris Upham & Co., Inc.") and
Smith Barney Shearson was selected by the Trustees to serve as the Fund's
distributor. Smith Barney Shearson is not affiliated with LBGAM.
In addition, the Board considered whether SBA, when serving as the
Fund's investment adviser, could facilitate the Fund's integration with
other components of the Smith Barney Shearson group of funds and would
enhance the support and services received by the Fund's shareholders. The
Board considered the ability of Smith Barney Shearson to arrange
opportunities for Smith Barney Shearson Financial Consultants to meet SBA
portfolio mangers in person, by telephone and otherwise, to become familiar
with the management style, philosophy and investment outlook of the Fund's
investment adviser.
After carefully evaluating the foregoing materials and factors, and
after meeting in executive session with independent counsel, the Trustees of
the Fund who were not interested persons of the Fund approved, subject to
shareholder approval, the New Agreement with SBA containing substantially
identical terms and conditions to the Current Agreement. The Board then
reconvened and also approved the New Agreement and recommended its approval
by the Fund's shareholders.
THE PROPOSED AGREEMENT
A copy of the form of New Agreement is set forth as Appendix B to this
Proxy Statement. Under its terms, SBA, subject to the supervision and
approval of the Board would manage the Fund's investments in accordance with
the investment objectives and policies stated in the Fund's Prospectus and
Statement of Additional Information. As adviser, SBA would be responsible
for making investment decisions, supplying investment research and portfolio
management services and placing orders to purchase and sell securities on
behalf of the Fund. SBA would receive a fee that is computed daily and paid
monthly at the annual rate of .80% of the value of the Fund's average daily
net assets which is identical to the fee provided in the Current Agreement.
With the exception of the identity of the investment adviser and the
commencement and termination dates, the provisions of the New Agreement and
the Current Agreement are virtually identical.
Under the terms of the New Agreement, SBA would bear all expenses in
connection with its performance. Other expenses incurred in the operation
of the Fund would be borne by the Fund, including: taxes, interest,
brokerage fees and commissions, if any; distribution and shareholder service
fees; fees of the Board members who are not officers, directors,
shareholders or employees of Smith Barney Shearson, or any of its
affiliates; SEC fees and state blue sky qualification fees; charges of
custodian and transfer and dividend disbursing agents; certain insurance
premiums; outside auditing and legal expenses; costs of investor services
(including allocable telephone and personnel expenses); costs of preparation
and printing of prospectuses and statements of additional information for
regulatory purposes and for distribution to shareholders; costs of
preparation and printing of shareholders' reports; costs incurred in
connection with meetings of the shareholders of the Fund and of the officers
of the Trust or Board and any extraordinary expenses.
If in any fiscal year the aggregate expenses of the Fund (including
fees pursuant to the New Agreement (and the Fund's administration agreement)
but excluding distribution and shareholder service fees, interest, taxes,
brokerage and, if permitted by state securities commissions, extraordinary
expenses) exceed the expense limitation of any state having jurisdiction
over the Fund, SBA will reduce its advisory fee to the Fund for the excess
expense to the extent required by state law in the same proportion as its
advisory fee bears to the Fund's aggregate fees for investment advice and
administration. This expense reimbursement, if any, will be estimated,
reconciled and paid on a monthly basis.
The New Agreement provides that in the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard for its obligations
thereunder, SBA shall not be liable for any act or omission in the course of
or in connection with the rendering of its services thereunder.
REQUIRED VOTE
Approval of the New Agreement requires the affirmative vote of a
"majority of the outstanding voting securities" of the Fund. The term
"majority of the outstanding voting securities" of the Fund, as defined in
the 1940 Act, means the affirmative vote of the lesser of: (1) 67% of the
voting securities of the Fund present at the Special Meeting if more than
50% of the outstanding Shares are present in person or by proxy at the
Special Meeting; and (2) more than 50% of the outstanding voting securities
of the Fund.
If the New Agreement is not approved by the shareholders of the Fund,
SBA will serve as investment adviser to the Fund for a period of time
pending approval of such agreement or a different investment advisory
agreement or other definitive action by the shareholders, provided that the
compensation received by SBA during that period is not greater than the
amount that would have been received under the Fund's agreement with LBGAM.
Proxies solicited by the Board of the Special Meeting will not be
voted for approval of the New Agreement, or any other matter to be voted on
by the shareholders unless: (a) (i) in the judgment of the Board there has
been no material adverse change in the financial condition of SBA between
the date of the uncertified balance sheet and the most recently completed
quarter and (ii) the Fund shall have received a certificate of the Chairman,
President or a Senior Vice President of SBA, dated the day on which such
vote is to be taken, that, to the knowledge of that officer, since the date
of the most recently completed quarter there has been no material adverse
change in the financial condition of SBA unless such material adverse change
has been disclosed to shareholders in additional proxy solicitation
materials; or (b) the Fund shall have mailed to all shareholders of record a
certified balance sheet of SBA and given the shareholders an opportunity to
revoke any proxies previously furnished.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Fund is not generally required to hold annual or special meetings
of the shareholders. Shareholders wishing to submit proposals for inclusion
in a proxy statement for a subsequent shareholders' meeting should send
their written proposals to the Secretary of the Fund, c/o The Boston Company
Advisors, Inc., Exchange Place, Boston, MA 02109.
SHAREHOLDERS' REQUEST FOR SPECIAL MEETING
Shareholders holding at least 10% of the Fund's outstanding voting
securities (as defined in the 1940 Act) may require the calling of a meeting
of the Fund's shareholders for the purpose of voting on the removal of any
Board Member. Meetings of the Fund's shareholders for any other purpose
will also be called by the Board when requested in writing by shareholders
holding at least 10% of the Shares then outstanding or, if the Board Members
shall fail to call or give notice of any meeting of shareholders for a
period of 30 days after such application, shareholders holding at least 10%
of the Shares then outstanding may call and give notice of such meeting.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board does not intend to present any other business at the Special
Meeting other than as described in this Proxy Statement, nor is the Board
aware that any shareholder intends to do so. If, however, any other matters
are properly brought before the Special Meeting, the persons named in the
accompanying proxy card will vote thereon in accordance with their judgment.
[February __, 1994]
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE PROXY AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PAID ENVELOPE.
Appendix A
Names of Investment Companies Serviced by SBA
Fund
Net Assets as of
3/1/93
Annual Rate of Fee Expressed
as a Percentage of Average
Daily Net Assets
Smith Barney Equity
Funds, Inc.
$ 86,519,759
.60% up to $500 million; .55% of
the next $500 million and .50%
thereafter
Smith Barney Funds,
Inc:
Income and Growth
Portfolio
599,957,558
.60% up to $500 million; .55% of
the next $500 million and .50%
thereafter
Capital
Appreciation
Portfolio
114,419,672
.90%
Utility Portfolio
133,073,927
.60% up to $500 million; .55% of
the next $500 million and .50%
thereafter
Short-Term U.S.
Treasury
Securities
Portfolio
146,549,541
.45%
U.S. Government
Securities
Portfolio
497,263,423
.50% up to $200 million on the
aggregate net assets of these
portfolios and .40% thereafter
Monthly Payment
Government
Portfolio
52,173,074
.50% up to $200 million on the
aggregate net assets of these
portfolios and .40% thereafter
Income Return
Account
Portfolio
49,777,729
.50% up to $200 million on the
aggregate net assets of these
portfolios and .40% thereafter
Smith Barney
Variable Account
Funds:
Income and Growth
Portfolio
27,627,132
.60%
U.S.
Government/High
Quality
Securities Portfolio
5,463,549
.45%
Reserve Account
Portfolio
2,933,852
.45%
Smith Barney World
Funds, Inc.
:
Global Government
Bond Portfolio
110,822,120
.75%
International
Equity Portfolio
125,837,599
.85%
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Please indicate your vote by an "X" in the appropriate box below.
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
1. To approve or disapprove a new investment advisory FOR *
AGAINST * ABSTAIN *
agreement between the Fund and Smith, Barney Advisers, Inc.,
containing substantially the same terms and conditions as the Fund's current
investment advisory agreement
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SMITH BARNEY SHEARSON GLOBAL OPPORTUNITY FUND PROXY SOLICITED BY THE
BOARD OF TRUSTEES
The undersigned holder of shares of Smith Barney Shearson Global
Opportunities Fund ("the Fund"), a Massachusetts business trust, hereby
appoints Heath B. McLendon, Richard P. Roelofs, Francis J. McNamara, III and
Lee D. Augsburger attorney and proxies for the undersigned with full powers
of substitution and revocation, to represent the undersigned and to vote on
behalf of the undersigned all shares of the Fund that the undersigned is
entitled to vote at the Special Meeting of Shareholders of the Fund to be
held at the offices of the Fund, Two World Trade Center, New York, New York,
on [March 21,] 1994 at [3:00] p.m. and any adjournment or adjournments
thereof. The undersigned hereby acknowledges receipt for the Notice of
Special Meeting and Proxy Statement dated [February __, 1994] and hereby
instructs said attorney and proxies to vote said shares as indicated hereon.
In their discretion, the proxies are authorized to vote upon such other
business as may property come before the Special Meeting. A majority of the
proxies present and acting at the Special Meeting in person or by substitute
(or, if only one shall be so present, then that one,) shall have and may
exercise all the power and authority of said proxies hereunder. The
undersigned hereby revokes and proxy previously given.
PLEASE SIGN, DATE
AND RETURN
PROMPTLY IN THE
ENCLOSED ENVELOPE
Note: Please sign exactly as your name appears on this
Proxy. If joint owners, EITHER may sign this Proxy.
When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give your
full title.
DATE: _________________________________________
_______________________________________________
_______________________________________________
Signature(s) (Title(s), if applicable)
APPENDIX B
ADVISORY AGREEMENT
SMITH BARNEY SHEARSON GLOBAL OPPORTUNITIES FUND
[March 21, 1994]
Smith, Barney Advisers, Inc.
388 Greenwich Street
New York, New York 10013
Dear Sirs:
Smith Barney Shearson Global Opportunities Fund (the "Fund"), a
trust organized
under the laws of the Commonwealth of Massachusetts,
confirms its agreement with the
Smith, Barney Advisers, Inc. (the "Adviser"), as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by investing and reinvesting in
investments of the kind and in accordance with the
investment objective(s), policies
and limitations specified in its Master Trust Agreement,
as amended from time to time
(the "Master Trust Agreement"), in the prospectus (the "Prospectus") and the
statement of additional information (the "Statement") filed with
the Securities and
Exchange Commission as part of the Fund's Registration Statement
on Form N-1A, as
amended from time to time, and in the manner and to
the extent as may from time to
time be approved by the Board of Trustees of the Fund (the "Board").
Copies of the
Prospectus, the Statement and the Master Trust Agreement have been or will be
submitted to the Adviser.
The Fund agrees to provide copies of all amendments to the
Prospectus, the Statement and the Master Trust Agreement
to the Adviser on an on-going basis.
The Fund desires to employ and hereby appoints the Adviser to act as
the investment adviser to the Fund.
The Adviser accepts the appointment and agrees
to furnish the services for the compensation set forth below.
2. Services as Investment Adviser
Subject to the supervision, direction and approval of the Board of the Fund,
the Adviser will (a) manage the Fund's holdings in accordance with the Fund's
investment objective(s) and policies as stated in
the Master Trust Agreement, the Prospectus and the Statement;
(b) make investment decisions for the Fund; (c) place
purchase and sale orders for portfolio transactions for the Fund;
and (d) employ professional portfolio managers and
securities analysts who provide research services
to the Fund. In providing those services,
the Adviser will conduct a continual
program of investment, evaluation and, if appropriate,
sale and reinvestment of the
Fund's assets.
3. Brokerage
In selecting brokers or dealers to execute transactions on behalf of the Fund,
the Adviser will seek the best overall terms available. In assessing the best
overall terms available for any transaction,
the Adviser will consider factors it
deems relevant, including, but not limited to,
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 transaction and on a continuing basis.
In selecting brokers or dealers to
execute a particular transaction,
and in evaluating the best overall terms available,
the Adviser is authorized to consider 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 the Adviser
or its affiliates exercise
investment discretion.
4. Information Provided to the Fund
The Adviser will keep the Fund informed of developments materially affecting
the Fund's holdings, and will, on its own initiative,
furnish the Fund from time to
time with whatever information the Adviser
believes is appropriate for this purpose.
5. Standard of Care
The Adviser shall exercise its best judgment in rendering the services listed
in paragraphs 2 and 3 above. The Adviser shall not be liable for any error of
judgment or mistake of law or for any loss
suffered by the Fund in connection with
the matters to which this Agreement relates,
provided that nothing in this Agreement
shall be deemed to protect or purport to
protect the Adviser against any liability to
the Fund or to its shareholders to which the Adviser
would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence
on its part in the
performance of its duties or by reason of the Adviser's
reckless disregard of its
obligations and duties under this Agreement.
6. Compensation
In consideration of the services rendered pursuant to this Agreement, the Fund
will pay the Adviser on the first business
day of each month a fee for the previous
month at the annual rate of .80 of 1.00% of
the Fund's average daily net assets. The
fee for the period from the Effective
Date (defined below) of the Agreement to the
end of the month during which the
Effective Date occurs shall be prorated according
to the proportion that such period bears to the full monthly period.
Upon any termination of this Agreement before the end
of a month, the fee for such part of
that month shall be prorated according to the
proportion that such period bears to
the full monthly period and shall be payable
upon the date of termination of this
Agreement. For the purpose of determining fees payable to the Adviser,
the value of the Fund's net assets shall be computed
at the times and in the manner specified in
the Prospectus and/or the Statement.
7. Expenses
The Adviser will bear all expenses in connection with the performance of its
services under this Agreement. The Fund will bear certain other expenses to
be incurred in its operation, including, but not limited to, investment
advisory and administration fees; fees for necessary professional and
brokerage services; fees for any pricing service; the costs of regulatory
compliance; and costs associated with maintaining the Fund's legal
existence and shareholder relations.
8. Reduction of Fee
If in any fiscal year the aggregate expenses of the Fund (including fees
pursuant to this Agreement and the Fund's administration agreements,
but excluding interest, taxes, brokerage and extraordinary expenses)
exceed the expense limitation of any state having jurisdiction
over the Fund, the Adviser will reduce its fee to
the Fund by the proportion of such excess expense equal to
the proportion that its fee thereunder bears to the aggregate
of fees paid by the Fund for investment advice and administration in
that year, to the extent required by state law. A fee reduction
pursuant to this paragraph 8, if any, will be estimated, reconciled
paid on a monthly basis.
9. Services to Other Companies or Accounts
The Fund understands that the Adviser now acts, will continue to act and may
act in the future as investment adviser to fiduciary and other
managed accounts, and as investment adviser to other investment
companies, and the Fund has no objection to the Adviser's so acting,
provided that whenever the Fund and one or more other investment
companies advised by the Adviser have available funds for investment
investments suitable and appropriate for each will be allocated
in accordance with a formula believed to be equitable to each company.
The Fund recognizes that in some cases this procedure may adversely affect
the size of the position obtainable for the Fund.
In addition, the Fund understands that the persons employed
by the Adviser to assist in the performance of the Adviser's
duties under this Agreement will not devote their full time to
such service and nothing contained in this Agreement shall be deemed
to limit or restrict the right of the Adviser or any affiliate
Adviser to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
10. Term of Agreement
This Agreement shall become effective as of March 21, 1994, (the "Effective
Date") and shall continue for an initial two-year
term and shall continue thereafter
so long as such continuance is specifically approved at least annually by
(i) the Board of the Fund or (ii) a vote of a "majority" (as that term
is defined in the Investment Fund Act of 1940, as amended (the "1940 Act"))
of the Fund's outstanding voting securities, provided that in either
event the continuance is also approved by a majority of the Board
who are not "interested persons" (as defined in the 1940 Act)
of any party to this Agreement, by vote cast in person at a meeting ca
purpose of voting on such approval. This Agreement is terminable,
without penalty, on 60 days' written notice, by the Board of
the Fund or by vote of holders of a majority of the Fund's shares,
or upon 90 days' written notice, by the Adviser. This
Agreement will also terminate automatically in the event of its
assignment (a defined in the 1940 Act and the rules thereunder).
11. Representation by the Fund
The Fund represents that a copy of the Master Trust Agreement is on
file with the Secretary of The Commonwealth of Massachusetts.
12. Limitation of Liability
The Fund and the Adviser agree that the obligations of the Fund under this
Agreement shall not be binding upon any of the members of the Board,
shareholders, nominees, officers, employees or agents, whether past, present
or future, of the Fund, individually, but are binding only upon the
assets and property of the Fund, as provided in the Master Trust Agreement.
The execution and delivery of this Agreement have been authorized by the
Board and a majority of the holders of the Fund's
outstanding voting securities, and signed by an authorized
officer of the Fund, acting as such, and neither such authorization
by such members of the Board and shareholders nor such execution
and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the assets
and property of the Fund as provided in the Master Trust Agreement.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance of this Agreement by signing and
returning the enclosed copy of this Agreement.
Very truly yours,
SMITH BARNEY
SHEARSON GLOBAL
OPPORTUNITIES FUND
By:___________________________________
Name:
Title:
Accepted:
SMITH, BARNEY ADVISERS, INC.
By:__________________________________
Name:
Title:
shared\domestic\clients\shearson\funds\sgof\proxy2.doc
4
shared/domestic/clients/shearson/funds/sgof/advis2.doc
