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. 14
X
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 X
Amendment No. 15
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
Francis J. McNamara, III, Esq.
Secretary
Smith Barney Shearson Global Opportunities Fund
One Boston Place
Boston, Massachusetts 02108
(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 ________________ 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
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
<PAGE>
JUNE 29, 1994
SMITH BARNEY SHEARSON
GLOBAL
OPPORTUNITIES
FUND
PROSPECTUS BEGINS
ON PAGE ONE.
[LOGO]
<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 Shearson 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 SHEARSON INC.
Distributor
SMITH, BARNEY ADVISERS, INC.
Investment Adviser
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 11
-------------------------------------------------------------
THE FUND'S PERFORMANCE 12
-------------------------------------------------------------
MANAGEMENT OF THE FUND 14
-------------------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES 15
-------------------------------------------------------------
PURCHASE OF SHARES 23
-------------------------------------------------------------
REDEMPTION OF SHARES 31
-------------------------------------------------------------
VALUATION OF SHARES 34
-------------------------------------------------------------
EXCHANGE PRIVILEGE 36
-------------------------------------------------------------
DISTRIBUTOR 42
-------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES 43
-------------------------------------------------------------
ADDITIONAL INFORMATION 45
-------------------------------------------------------------
</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 Shearson 401(k) Program (the "401(k) Program"). See "Variable Pricing
System" and "Purchase of Shares--Smith Barney Shearson 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 Shearson 401(k) Program."
PURCHASE OF SHARES Shares may be purchased through the Fund's distributor,
Smith
Barney Shearson Inc. ("Smith Barney Shearson"), or a broker that clears
securities transactions through Smith Barney Shearson on a fully disclosed
basis
(an "Introducing Broker"). Direct purchases by certain retirement plans may be
made through the Fund's transfer agent, The
4
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
- -------------------------------------------------------------
PROSPECTUS SUMMARY (CONTINUED)
Shareholder Services Group, Inc. ("TSSG"), a subsidiary of First Data
Corporation. Smith Barney Shearson 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. SBA is a wholly owned subsidiary of Smith Barney Shearson
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
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."
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."
5
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
- -------------------------------------------------------------
PROSPECTUS SUMMARY (CONTINUED)
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 Shearson 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 impositions 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."
THE FUND'S EXPENSES The following expense table lists the costs and expenses
an
investor will incur either directly or indirectly as a shareholder
6
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
- -------------------------------------------------------------
PROSPECTUS SUMMARY (CONTINUED)
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 D
<S> <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%
12b-1 fees* .25 1.00 1.00
Other expenses**
---------------------------------------------------------------------------
TOTAL FUND OPERATING EXPENSES
---------------------------------------------------------------------------
<FN>
* Upon conversion, Class B 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 and have been restated to reflect current expenses for the
Fund.
</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 paid to Boston Advisors 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 Shearson receives an annual 12b-1 service fee of
.25%
of the value of average daily net assets of Class A shares. Smith Barney
Shearson 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 .75% distribution fee and a .25% service fee. "Other
expenses" in the above table includes fees for shareholder services, custodial
fees, legal and accounting fees, printing costs and registration fees.
7
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
- -------------------------------------------------------------
PROSPECTUS SUMMARY (CONTINUED)
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** $ $ $ $
Class B shares:
Assumes complete redemption
at end of each time
period*** $ $ $ $
Assumes no redemption $ $ $ $
Class D shares $ $ $ $
---------------------------------------------------------------------------
<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.
FOR A CLASS A SHARE OUTSTANDING THROUGHOUT EACH YEAR:
<TABLE>
<CAPTION>
Period
Year Year Year Year Year Year
Year Year Year Ended
Ended Ended Ended Ended Ended Ended
Ended Ended Ended April 30,
4/30/94 4/30/93++ 4/30/92 4/30/91 4/30/90 4/30/89
4/30/88 4/30/87 4/30/86 1985*
<S> <C> <C> <C> <C> <C> <C>
<C> <C> <C> <C>
Investment income $0.73 $.66 $.84 $.80 $.56
$.85 $.66 $.79 $.84
Expenses (.49) (.36) (.39) (.44) (.30)
(.50) (.54) (.41) (.26)
Reimbursement by
investment adviser
and sub-investment
adviser and
administrator -- -- -- -- --
- -- -- .06 .03
-----------------------------------------------------------------------------
- --------------------
Net investment
income .24 .30 .45 .36 .26
.35 .12 .44 .61
Dividends from net
investment income -- -- (.40) (.63) (.30)
(.17) (.15) (.37) --
Net realized and
unrealized
gain/(loss) on
investments 1.57 (.35) (.36) .81 1.27
(3.71) 4.24 14.92 1.29
Distributions from
net realized capital
gains -- -- (.89) -- --
(5.99) (6.03) (.29) --
-----------------------------------------------------------------------------
- --------------------
Net
increase/(decrease)
in net asset value 1.81 (.05) (1.20) .54 1.23
(9.52) (1.82) 14.70 1.90
NET ASSET VALUE:
Beginning of year 24.78 24.83 26.03 25.49 24.26
33.78 35.60 20.90 19.00
-----------------------------------------------------------------------------
- --------------------
End of year $26.59 $24.78 $24.83 $26.03 $25.49
$24.26 $33.78 $35.60 $20.90
-----------------------------------------------------------------------------
- --------------------
Ratios to average
net assets:
Net investment
income 0.97% 1.29% 1.76% 1.36% 1.48%
.91% .36% 1.64% 4.13%+
Operating
expenses 1.99% 1.59% 1.51% 1.63% 1.72%
1.30% 1.60% 1.30%** 1.54%+**
Portfolio turnover
rate 71% 35% 54% 41% 53%
65% 127% 85% 86%
Number of shares
outstanding at end
of year (000's) 1,116 2,175 2,526 2,970 3,976
6,303 8,208 8,647 2,903
Total Return 7.30% (0.20)% 0.64% 4.43% 6.39%
(12.87)% 13.75% 75.61% 10.00%
-----------------------------------------------------------------------------
- --------------------
<FN>
* The Fund commenced operations on July 26, 1984. Shares in existence prior
to November 6, 1992
were designated as Class A shares.
** Annualized expense ratios 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.
+ Annualized.
++ Per share numbers have been calculated using the monthly average shares
method, which more
appropriately presents the per share data for the year 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)
FOR A CLASS B SHARE OUTSTANDING THROUGHOUT EACH PERIOD:
<TABLE>
<CAPTION>
YEAR PERIOD
ENDED ENDED
4/30/94 4/30/93*++
<S>
<C> <C>
Investment income
$
Expenses
- ------------------------------------------------------------------------------
- -------
Net investment loss
Net realized and unrealized gain on investments
- ------------------------------------------------------------------------------
- -------
Net increase in net asset value
NET ASSET VALUE:
Beginning of period
- ------------------------------------------------------------------------------
- -------
End of period
$
- ------------------------------------------------------------------------------
- -------
Ratios to average net assets:
Net investment loss
Expenses
Portfolio turnover rate
Number of shares outstanding at end of period (000's)
Total Return
- ------------------------------------------------------------------------------
- -------
<FN>
* The Fund commenced selling Class B shares on November 6, 1992.
+ Annualized.
++ Per share numbers have been calculated using the monthly average shares
method, which more
appropriately presents the per share data for the period since the use of
the undistributed income
method did not accord with results of operations for all classes of shares.
</TABLE>
FOR A CLASS D SHARE OUTSTANDING THROUGHOUT THE PERIOD:
10
<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 Shearson to compensate its Financial Consultants for ongoing
services provided to shareholders. The sales charge is used to compensate
Smith
Barney Shearson 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 Shearson Financial
Consultants for ongoing services provided to shareholders. Additionally, the
distribution fee paid with respect to Class B shares compensates Smith Barney
Shearson for expenses incurred in selling those shares, including expenses
such
as sales commissions, Smith Barney Shearson 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.
11
<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 Shearson for expenses incurred in selling Class D shares, and the
service
fee is used to compensate Smith Barney Shearson 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
12
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
- -------------------------------------------------------------
THE FUND'S PERFORMANCE (CONTINUED)
distributions made by the Fund during the period were reinvested in shares 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 the other.
13
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
- -------------------------------------------------------------
THE FUND'S PERFORMANCE (CONTINUED)
The Statement of Additional Information contains a description of the methods
used to determine performance. Performance figures may be obtained from your
Smith Barney Shearson Financial Consultant.
- --------------------------------------------------------------------
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--GLOBAL ASSET MANAGEMENT
SBA is located at 1345 Avenue of the Americas, New York, New York 10105, and
serves as the Fund's investment adviser. 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 $ 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.
PORTFOLIO MANAGEMENT
Messrs. Jeffrey J. Russell and James B. Conheady were elected by the Board
of
Trustees on January 20, 1994. Mr. Russell serves as Vice President and
Investment Officer of the Fund and Mr. Conheady serves as Investment
14
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
- -------------------------------------------------------------
MANAGEMENT OF THE FUND (CONTINUED)
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 is 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 Shearson
Financial Consultant or by writing or calling the Fund at the address or phone
number listed on page one of this Prospectus.
ADMINISTRATOR--BOSTON ADVISORS
Boston Advisors, located at One Boston Place, Boston, Massachusetts 02108,
serves as the Fund's administrator. Boston Advisors provides investment
management, investment advisory and/or administrative services to investment
companies that had aggregate assets under management as of May 31, 1994, in
excess of $ billion.
Boston Advisors calculates the net asset value of the Fund's shares and
generally assists in all aspects of the Fund's administration and operation.
- --------------------------------------------------------------------
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
15
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
- -------------------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
assets will include securities principally traded in markets located in the
following countries: United States, United Kingdom, Canada, Germany, 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
16
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
- -------------------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
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 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
17
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
- -------------------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
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 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 or Boston Advisors, acting under the supervision of the
Fund's Board of
18
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
- -------------------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
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.
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 Shearson. Smith Barney
Shearson has advised the Fund that, in transactions with the Fund, Smith
Barney
Shearson charges a commission rate at least as favorable as the rate Smith
Barney Shearson 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
19
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
- -------------------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
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.
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.
20
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
- -------------------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
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 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.
21
<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 its 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
22
<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 Shearson or with an Introducing Broker, except that investors
purchasing shares of the Fund through a qualified retirement plan may 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 Shearson or the
Introducing Broker (the "trade date"). Payment for Fund shares generally is
due
to Smith Barney Shearson 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
23
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
- -------------------------------------------------------------
PURCHASE OF SHARES (CONTINUED)
Smith Barney 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 Shearson 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 Shearson
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 Shearson 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 Shearson
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 Shearson. 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.
24
<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 Shearson 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 Shearson 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 Shearson Personal Living Trust program participants for whom
Smith
Barney Shearson 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
25
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
- -------------------------------------------------------------
PURCHASE OF SHARES (CONTINUED)
owns Class A 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 Shearson 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
Shearson, 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
Shearson 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
Shearson Financial Consultant (for a period up to 90 days from the
commencement
of the Financial Consultant's employment with Smith Barney Shearson), 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.
26
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
- -------------------------------------------------------------
PURCHASE OF SHARES (CONTINUED)
Smith Barney Shearson has adopted guidelines in view of the relative sales
charges and distribution fees applicable to the Classes, directing Smith
Barney
Shearson Financial Consultants and Introducing Brokers that all purchases of
shares of $250,000 or more should be in Class A shares. Smith Barney Shearson
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
Shearson and its affiliates and (b) certain UITs sponsored by Smith Barney
Shearson 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 SHEARSON 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
27
<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.
28
<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
29
<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 Shearson Financial Consultants.
30
<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 Shearson, or if
the shareholder's account is not with Smith Barney Shearson, from the
shareholder directly.
The Fund normally transmits redemption proceeds for credit to the
shareholder's account at Smith Barney Shearson 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 Shearson
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 SHEARSON
Redemption requests may be made through Smith Barney Shearson or an
Introducing Broker. A shareholder desiring to redeem shares represented by
certificates must also present the certificates to Smith Barney Shearson or
the
Introducing Broker endorsed for transfer (or accompanied by an endorsed stock
power), signed exactly as the shares are registered. Redemption
31
<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 Shearson as custodian must be redeemed
by
submitting a written request to your Smith Barney Shearson 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 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 Shearson 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
32
<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
Shearson Financial Consultants.
CONTINGENT DEFERRED SALES CHARGE--CLASS B SHARES
A CDSC payable to Smith Barney Shearson 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 Shearson 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 Shearson 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 Shearson 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>
33
<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 Shearson 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
34
<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.
35
<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 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 ARIZONA MUNICIPALS FUND INC., an
intermediate- and long-term municipal bond fund designed for
Arizona investors.
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>
36
<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>
37
<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>
38
<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>
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>
*** 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
40
<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. The Fund's
investment adviser 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, the Fund's investment adviser will notify Smith Barney
Shearson,
and Smith Barney Shearson may, at its discretion, decide to limit additional
purchases and/or exchanges by the shareholder. Upon such a determination,
Smith
Barney Shearson 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
41
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
- -------------------------------------------------------------
EXCHANGE PRIVILEGE (CONTINUED)
exchanges. 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 Shearson
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 Shearson Financial Consultants.
- --------------------------------------------------------------------
DISTRIBUTOR
Smith Barney Shearson is located at 388 Greenwich Street, New York, New York
10013, and serves as distributor of the Fund's shares. Smith Barney Shearson
is
a wholly owned subsidiary of Holdings, which is in turn a wholly owned
subsidiary of Travelers. Smith Barney Shearson 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 Shearson 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 Shearson 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
Shearson's branch office distribution-related expenses; payments to and
expenses
of Smith Barney Shearson 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
Shearson. The payments to Smith Barney Shearson 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
42
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
- -------------------------------------------------------------
DISTRIBUTOR (CONTINUED)
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
the
Class that remain invested in the Fund. Smith Barney Shearson 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 Shearson, 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 Shearson 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 Shearson, 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
43
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
- -------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES (CONTINUED)
have held Fund shares and whether such distributions are received in cash or
are
reinvested in additional Fund shares. The per share dividends and
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.
44
<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.
45
<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 Shearson
Financial Consultant or TSSG.
Shareholders may seek information regarding the Fund from their Smith Barney
Shearson 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.
46
<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
Richard P. Roelofs
PRESIDENT
Jeffrey J. Russell
VICE PRESIDENT AND
INVESTMENT OFFICER
James B. Conheady
INVESTMENT OFFICER
Vincent Nave
TREASURER
Francis J. McNamara, III
SECRETARY
DISTRIBUTOR
Smith Barney Shearson Inc.
388 Greenwich Street
New York, New York 10013
INVESTMENT ADVISER
Smith, Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105
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
47
<PAGE>
SMITH BARNEY SHEARSON
GLOBAL
OPPORTUNITIES
FUND
Two World Trade Center
New York, New York 10048
Fund 15, 200, 254
FD0210 H3
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 Shearson Financial Consultant or by writing or calling the Fund at
the address or telephone number set forth above. This Statement of Addi-
tional Information, although not in itself a prospectus, is incorporated
by reference 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>
<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 Shearson Inc.
("Smith Barney Shearson") Distributor
Smith, Barney Advisers, Inc.
("SBA") Investment Adviser
The Boston Company Advisors, Inc.
("Boston Advisors") 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 Shearson and Chairman of Smith Barney Shearson Strategy Ad-
visers Inc.; prior to July 1993, Senior Executive Vice President of Shear-
son Lehman Brothers Inc. ("Shearson Lehman Brothers"); Vice Chairman of
Shearson Asset Management; a Director of PanAgora Asset Management, Inc.
and PanAgora Asset Management Limited. His address is Two World Trade Cen-
ter, 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.
*Richard P. Roelofs, President. Managing Director of Smith Barney Shearson
and President of Smith Barney Shearson Strategy Advisers Inc.; prior to
July 1993, Senior Vice President of Shearson Lehman Brothers, Vice Presi-
dent of Shearson Lehman Investment Strategy Advisors Inc. His address is
Two World Trade Center, New York, New York 10048.
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.
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,
Inc. 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.
Vincent Nave, Treasurer. Senior Vice President of Boston Advisors and
Boston Safe. His address is One Boston Place, Boston, Massachusetts 02108.
Francis J. McNamara, III, Secretary. Senior Vice President and General
Counsel of Boston Advisors; prior to June 1989, Vice President and Associ-
ate Counsel of Boston Advisors. His address is One Boston Place, Boston,
Massachusetts 02108.
Each Trustee also serves as a director, trustee and/or general partner of
other mutual funds for which Smith Barney Shearson serves as distributor.
As of May 31, 1994, the Trustees and officers of the Fund as a group bene-
ficially owned less than 1% of the outstanding shares of the Fund.
No director, officer or employee of Smith Barney Shearson, SBA or Boston
Advisors or of any parent or subsidiary of those corporations receives any
compensation from the Fund for serving as an officer or Trustee of the
Fund. The Fund pays each Trustee who is not a director, officer or em-
ployee of Smith Barney Shearson, SBA, Boston Advisors 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 $ .
INVESTMENT ADVISER -- SBA
ADMINISTRATOR -- BOSTON ADVISORS
SBA serves as the Fund's investment adviser pursuant to an investment ad-
visory agreement dated March 22, 1994 (the "Advisory Agreement"), which
was first approved by the Fund's Board of Trustees on , 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 Shearson Holdings Inc. ("Hold-
ings"), which is in turn a wholly owned subsidiary of The Travelers Inc.
("Travelers"). Travelers is a financial services holding company engaged
through its subsidiaries principally in the businesses of consumer finan-
cial, investment and insurance services. SBA pays the salary of any of-
ficer 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 Prospec-
tus under "Management of the Fund."
As compensation for Asset Management'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
Management, 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 $ in investment advi-
sory fees. For the period from March 22, 1994 through April 30, 1994, the
Fund paid SBA $ in investment advisory fees.
Boston Advisors serves as administrator to the Fund pursuant to a written
agreement dated May 22, 1993 (the "Administration Agreement"), which was
most recently approved by the Fund's Board of Trustees on July , 1994.
Prior to the close of business on May 21, 1993, Boston Advisors acted in
the capacity as the Fund's sub-investment and administrator. Boston Advi-
sors is a wholly owned subsidiary of The Boston Company, Inc. ("TBC"), a
financial services holding company, which is in turn a wholly owned sub-
sidiary of Mellon Bank Corporation ("Mellon").
Certain of the services provided to the Fund by Boston Advisors are de-
scribed in the Prospectus under "Management of the Fund." In addition to
those services, Boston Advisors pays the salaries of all officers and em-
ployees who are employed by both it and the Fund, maintains office facili-
ties for the Fund, furnishes the Fund with statistical and research data,
clerical help and accounting, data processing, bookkeeping, internal au-
diting and legal services and certain other services required by the Fund,
prepares reports to the Fund's shareholders and prepares tax returns, re-
ports to and filings with the Securities and Exchange Commission (the
"SEC") and state blue sky authorities. Boston Advisors bears all expenses
in connection with the performance of its services.
As compensation for Boston Advisors' services rendered to the Fund, the
Fund pays 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 fiscal years
ended April 30, 1992, 1993 and 1994, the Fund paid Boston Advisors
$113,573, $122,253 and $ , respectively, in sub-investment advisory
and 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
Shearson or Boston Advisors; SEC fees and state blue sky qualification
fees; charges of custodians; transfer and dividend disbursing agents'
fees; certain insurance premiums; outside auditing and legal expenses; and
costs of preparation and printing of prospectuses for regulatory purposes
and for distribution to shareholders, shareholders' reports and meetings.
SBA and Boston Advisors have agreed that if in any fiscal year the aggre-
gate expenses of the Fund (including fees payable pursuant to the Advisory
Agreement and the Administration Agreement, but excluding interest, taxes,
brokerage and extraordinary expenses) exceed the expense limitation of any
state having jurisdiction over the Fund, SBA and Boston Advisors will, to
the extent required by state law, reduce their management fees by the
amount of such excess expenses, such amount to be allocated between them
in the proportion that their respective fees bear to the aggregate of such
fees paid by the Fund. Such a fee reduction, if any, will be reconciled on
a monthly basis. The most restrictive expense limitation applicable to the
Fund would require a fee reduction in any year that such expenses exceed
2.5% of the first $30 million 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 because the Fund has obtained an order exclud-
ing a portion of its investment advisory 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 investing 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 investments, due to the
collateral 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 either SBA owns beneficially more than 1/2 of 1% of the out-
standing 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 %, 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 $ , 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 Shearson if, in SBA's
judgment, the use of Smith Barney Shearson 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 Shearson charges the Fund a com-
mission rate consistent with those charged by Smith Barney Shearson to
comparable unaffiliated customers in similar transactions. Smith Barney
Shearson will not participate in commissions from brokerage given by the
Fund to other brokers or dealers and will not receive any reciprocal bro-
kerage business resulting therefrom. 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 Shearson 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 Shearson in over-the-
counter securities in which Smith Barney Shearson makes a market. For the
fiscal years ended April 30, 1992 and 1993, the Fund paid Shearson Lehman
Brothers, the Fund's distributor prior to Smith Barney Shearson, $9,852
and $4,505 in brokerage commissions. For the fiscal year ended April 30,
1994, Smith Barney Shearson was paid $ , representing % of the
total brokerage commissions paid by the Fund, and effected % of the
total dollar amount of the Fund's transactions involving payment of bro-
kerage commission during this period.
The Fund's Board of Trustees has determined that any portfolio transaction
for the Fund may be executed through Smith Barney Shearson if, in Asset
Management's judgment, the use of Smith Barney Shearson is likely to re-
sult in price and execution at least as favorable as those of other quali-
fied brokers, and if, in the transaction, Smith Barney Shearson charges
the Fund a commission rate consistent with those charged by Smith Barney
Shearson to comparable unaffiliated customers in similar transactions. In
addition, under rules recently adopted by the SEC, Smith Barney Shearson
may directly execute such transactions for the Fund on the floor of any
national securities exchange, provided (a) the Board of Trustees has ex-
pressly authorized Smith Barney Shearson to effect such transactions and
(b) Smith Barney Shearson annually advises the Fund of the aggregate com-
pensation it earned on such transactions. Smith Barney Shearson will not
participate in commissions from brokerage given by the Fund to other bro-
kers or dealers and will not receive any reciprocal brokerage business re-
sulting therefrom.
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
Shearson 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 Shearson 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 Shearson Finan-
cial Consultants.
DISTRIBUTOR
Smith Barney Shearson serves as the Fund's distributor on a best efforts
basis pursuant to a written agreement (the "Distribution Agreement"). For
the fiscal years ended April 30, 1992, 1993 and 1994, Shearson Lehman
Brothers and/or Smith Barney Shearson received $37,106, $22,136 and $
, 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 Shearson forwards investors' funds for the purchase of Fund
shares five business days after placement of purchase orders (that is, the
"settlement 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
Shearson may benefit from the temporary use of the funds. The investor may
designate another use for the funds prior to settlement date, such as an
investment in a money market fund (other than Smith Barney Shearson Money
Market Fund) in the Smith Barney Shearson Group of Funds. If the investor
instructs Smith Barney Shearson 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 Shearson which
serve the funds in an investment advisory capacity will benefit by receiv-
ing fees from both such investment companies, computed on the basis of
their average daily net assets. The Fund's Board of Trustees has been ad-
vised of the benefits to Smith Barney Shearson resulting from five-day
settlement procedures and will take such benefits into consideration when
reviewing the Advisory and Distribution Agreements for continuance.
DISTRIBUTION ARRANGEMENTS
Shares of the Fund are distributed on a best efforts basis by Smith Barney
Shearson as exclusive sales agent of the Fund pursuant to the Distribution
Agreement. To compensate Smith Barney Shearson for the services it pro-
vides 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 Shearson a service fee, accrued daily and paid monthly, cal-
culated 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 Shearson for its initial expense of paying Fi-
nancial 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 average 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 $ and $ , respectively, in service fees.
For the same period, the Fund's Class B shares paid $ and $ in
service fees and $ and $ in distribution fees. As of April 30,
1994, the Fund had issued only one Class D share and therefore, no service
and distribution fees were paid in respect to Class D shares.
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 Shearson 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 pen-
alty, 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 Shearson 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 Shearson must notify TSSG of the inves-
tor's prior ownership of Class A shares of Smith Barney Shearson High In-
come 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 Shearson 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 Shearson reserves the right to reject any exchange
request. The exchange privilege may be modified or terminated at any time
after notice 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:
% for the one-year period from May 1, 1993 through April 30, 1994;
% per annum during the five-year period from May 1, 1989 through April
30, 1994; and
% 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:
% for the one-year period from May 1, 1993 through April 30, 1994;
% 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.
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:
% for the one-year period from May 1, 1993 through April 30, 1994;
% for the five-year period from May 1, 1989 through April 30, 1994;
and
% 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 following assume that the maxi-
mum 5% sales charge has been deducted from the investment at the time of
purchase. If the maximum sales charge had not been deducted at the time of
purchase, the aggregate total return for Class A shares for those same pe-
riods would have been %, %, and %, respectively.
The Fund's aggregate total return for Class B shares was as follows for
the period indicated:
% 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 % and %, re-
spectively.
% for the one-year period from May 1, 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 Global Opportunities Fund, respectively.
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
SMITH BARNEY SHEARSON
SMITH BARNEY SHEARSON GLOBAL OPPORTUNITES FUND
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements
Included in Part A: None
Included in Part B: None
Included in Part C: None
(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 filed herein.
(6) Distribution Agreement dated July 30, 1993 between the Registrant and
Smith Barney Shearson Inc. ("Smith Barney Shearson") is filed herein.
(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 filed herein.
(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 will be filed by Amendment.
(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 filed herein.
(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 March 25 ,1994
Beneficial Interest par
value $.001 per share Class A 5,782
Class B 10,991
Class C 6
Class D 6
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
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 28th day of April, 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
4/28/94
Officer)
/s/ Vincent Nave*
Vincent Nave Treasurer (Chief Financial
and Accounting Officer)
4/28/94
/s/ Paul R. Ades*
Paul R. Ades Trustee
4/28/94
/s/ Herbert Barg*
Herbert Barg Trustee
4/28/94
/s/ Allan R. Johnson*
Allan R. Johnson Trustee
4/28/94
/s/ Ken Miller*
Ken Miller Trustee
4/28/94
/s/ John F. White*
4/28/94
*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. (5)(a) Form of Investment Advisory Agreement between Registrant and
Smith, Barney Advisers, Inc.
99. (6) Distribution Agreement dated July 30, 1993 between the Registrant
and Smith Barney Shearson Inc. ("Smith Barney Shearson")
99. (9)(b) Transfer Agency Agreement dated August 2, 1993 between Registrant
and The Shareholder Services Group, Inc.
99. (15) Services and Distribution Plan pursuant to Rule 12b-1 dated July
30, 1993 between the Registrant and Smith Barney Shearson
g:\shared\domestic\clients\shearson\fund\sgof/N1A14.doc
Exhibit 99.(5)(a)
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 and 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 of the 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 called for the 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 (as 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:
4
shared/domestic/clients/shearson/funds/sgof/advis2.doc
Exhibit 99. (6)
DISTRIBUTION AGREEMENT
SMITH BARNEY SHEARSON GLOBAL OPPORTUNITIES FUND
July 30, 1993
Smith Barney Shearson Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
This is to confirm that, in consideration of the agreements hereinafter
contained, the undersigned, Smith Barney Shearson Global Opportunities Fund a
business trust, organized under the laws of the Commonwealth of Massachusetts
has agreed that Smith Barney Shearson Inc.("SBS") shall be, for the period of
this Agreement, the distributor of shares (the "Shares") of the Fund.
1. Services as Distributor
1.1 SBS will act as agent for the distribution of Shares covered
by the registration statement, prospectus and statement of additional
information then in effect under the Securities Act of 1933, as amended (the
"1933 Act"), and the Investment Company Act of 1940, as amended (the "1940
Act").
1.2 SBS agrees to use its best efforts to solicit orders for the
sale of Shares and will undertake such advertising and promotion as it
believes is reasonable in connection with such solicitation.
1.3 All activities by SBS as distributor of the Shares shall
comply with all applicable laws, rules, and regulations, including, without
limitation, all rules and regulations made or adopted by the Securities and
Exchange Commission (the "SEC") or by any securities association registered
under the Securities Exchange Act of 1934.
1.4 SBS will provide one or more persons during normal business
hours to respond to telephone questions concerning the Fund.
1.5 SBS will transmit any orders received by it for purchase or
redemption of Shares to The Shareholder Services Group, Inc. ("TSSG"), the
Fund's transfer and dividend agent, or any successor to TSSG of which the Fund
has notified SBS in writing.
1.6 Whenever in their judgment such action is warranted for any
reason, including, without limitation, market, economic or political
conditions, the Fund's officers may decline to accept any orders for, or make
any sales of, the Shares until such time as those officers deem it advisable
to accept such orders and to make such sales.
1.7 SBS will act only on its own behalf as principal should it
choose to enter into selling agreements with selected dealers or others.
1.8 The Fund will pay to SBS an annual fee in connection with the
offering and sale of the Shares under this Agreement. The annual fee paid to
SBS, will be calculated daily and paid monthly by the Fund at an annual rate
set forth in the Services and Distribution Plan (the "Plan") based on the
average daily net assets of the Fund ; provided that payment shall be made in
any month only to the extent that such payment shall not exceed the sales
charge limitations established by the National Association of Securities
Dealers, Inc.
The annual fee paid to SBS under this Section 1.8 maybe used by SBS to
cover any expenses primarily intended to result in the sale of Shares,
including, but not limited to, the following:
(a) cost of payments made to SBS Financial Consultants and other
employees of SBS or other broker-dealers that engage in the distribution of
the Fund's Shares;
(b) payments made to, and expenses of, persons who provide
support services in connection with the distribution of the Fund's Shares,
including, but not limited to, office space and equipment, telephone
facilities, answering routine inquiries regarding the Fund, processing
shareholder transactions and providing any other shareholder services;
(c) costs relating to the formulation and implementation of
marketing and promotional activities, including, but not limited to, direct
mail promotions and television, radio, newspaper, magazine and other mass
media advertising;
(d) costs of printing and distributing prospectuses and reports
of the Fund to prospective shareholders of the Fund;
(e) costs involved in preparing, printing and distributing sales
literature pertaining to the Fund; and
(f) costs involved in obtaining whatever information, analyses
and reports with respect to marketing and promotional activities that the Fund
may, from time to time, deem advisable;
except that distribution expenses shall not include any expenditures in
connection with services which SBS, any of its affiliates, or any other person
have agreed to bear without reimbursement.
1.9 SBS shall prepare and deliver reports to the Treasurer of the Fund
and to the sub-investment advisor and/or administrator of the Fund on a
regular, at least quarterly, basis, showing the distribution expenses incurred
pursuant to this Agreement and the Plan and the purposes therefor, as well as
any supplemental reports as the Trustees, from time to time, may reasonably
request.
2. Duties of the Fund
2.1 The Fund agrees at its own expense to execute any and all
documents, to furnish any and all information and to take any other actions
that may be reasonably necessary in connection with the qualification of the
Shares for sale in those states that SBS may designate.
2.2 The Fund shall furnish from time to time for use in
connection with the sale of the Shares, such information reports with respect
to the Fund and its Shares as SBS may reasonably request, all of which shall
be signed by one or more of the Fund's duly authorized officers; and the Fund
warrants that the statements contained in any such reports, when so signed by
the Fund's officers, shall be true and correct. The Fund shall also furnish
SBS upon request with (a) annual audits of the Fund's books and accounts made
by independent certified public accountants regularly retained by the Fund;
(b) semi-annual unaudited financial statements pertaining to the Fund; (c)
quarterly earnings statements prepared by the Fund; (d) a monthly itemized
list of the securities in the Fund's portfolio; (e) monthly balance sheets as
soon as practicable after the end of each month; and (f) from time to time
such additional information regarding the Fund's financial condition as SBS
may reasonably request.
3. Representations and Warranties
The Fund represents to SBS that all registration statements,
prospectuses and statements of additional information filed by the Fund with
the SEC under the 1933 Act and the 1940 Act with respect to the Shares have
been carefully prepared in conformity with the requirements of the 1933 Act,
the 1940 Act and the rules and regulations of the SEC thereunder. As used in
this Agreement, the terms "registration statement", "prospectus" and
"statement of additional information" shall mean any registration statement,
prospectus and statement of additional information filed by the Fund with the
SEC and any amendments and supplements thereto which at any time shall have
been field with the SEC. The Fund represents and warrants to SBS that any
registration statement, prospectus and statement of additional information,
when such registration statement becomes effective, will include all
statements required to be contained therein in conformance with the 1933 Act,
the 1940 Act and the rules and regulations of the SEC; that all statements of
fact contained in any registration statement, prospectus or statement of
additional information will be true and correct when such registration
statement becomes effective; and that neither any registration statement nor
any prospectus or statement of additional information when such registration
statement becomes effective will include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading to a purchaser of the
Fund's Shares. The Fund may, but shall not be obligated to, propose from time
to time such amendment or amendments to any registration statement and such
supplement or supplements to any prospectus or statement of additional
information as, in the light of future developments, may, in the opinion of
the Fund's counsel, be necessary or advisable. If the Fund shall not propose
such amendment or amendments and/or supplement or supplements within fifteen
days after receipt by the Fund of a written request from SBS to do so, SBS
may, at its option, terminate this Agreement. The Fund shall not file any
amendment to any registration statement or supplement to any prospectus or
statement of additional information without giving SBS reasonable notice
thereof in advance; provided, however, that nothing contained in this
Agreement shall in any way limit the Fund's right to file at any time such
amendments to any registration statement and/or supplements to any prospectus
or statement of additional information, of whatever character, as the Fund may
deem advisable, such right being in all respects absolute and unconditional.
4. Indemnification
4.1 The Fund authorizes SBS and dealers to use any prospectus or
statement of additional information furnished by the Fund from time to time,
in connection with the sale of the Shares. The Fund agrees to indemnify,
defend and hold SBS, its several officers and directors, and any person who
controls SBS within the meaning of Section 15 of the 1933 Act, free and
harmless from and against any and all claims, demands, liabilities and
expenses (including the cost of investigating or defending such claims,
demands or liabilities and any such counsel fees incurred in connection
therewith) which SBS, its officers and directors, or any such controlling
person, may incur under the 1933 Act or under common law or otherwise, arising
out of or based upon any untrue statement, or alleged untrue statement, of a
material fact contained in any registration statement, any prospectus or any
statement of additional information or arising out of or based upon any
omission, or alleged omission, to state a material fact required to be stated
in any registration statement, any prospectus or any statement of additional
information or necessary to make the statements in any thereof not misleading;
provided, however, that the Fund's agreement to indemnify SBS, its officers or
directors, and any such controlling person shall not be deemed to cover any
claims, demands, liabilities or expenses arising out of any statements or
representations made by SBS or its representatives or agents other than such
statements and representations as are contained in any prospectus or statement
of additional information and in such financial and other statements as are
furnished to SBS pursuant to paragraph 2.2 of this Agreement; and further
provided that the Fund's agreement to indemnify SBS and the Fund's
representations and warranties herein before set forth in paragraph 3 of this
Agreement shall not be deemed to cover any liability to the Fund or its
shareholders to which SBS would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties,
or by reason of SBS's reckless disregard of its obligations and duties under
this Agreement. The Fund's agreement to indemnify SBS, its officers and
directors, and any such controlling person, as aforesaid, is expressly
conditioned upon the Fund's being notified of any action brought against SBS,
its officers or directors, or any such controlling person, such notification
to be given by letter or by telegram addressed to the Fund at its principal
office in New York, New York and sent to the Fund by the person against whom
such action is brought, within ten days after the summons or other first legal
process shall have been served. The failure so to notify the Fund of any such
action shall not relieve the Fund from any liability that the Fund may have to
the person against whom such action is brought by reason of any such untrue,
or alleged untrue, statement or omission, or alleged omission, otherwise than
on account of the Fund's indemnity agreement contained in this paragraph 4.1.
The Fund will be entitled to assume the defense of any suit brought to enforce
any such claim, demand or liability, but, in such case, such defense shall be
conducted by counsel of good standing chosen by the Fund and approved by SBS.
In the event the Fund elects to assume the defense of any such suit and
retains counsel of good standing approved by SBS, the defendant or defendants
in such suit shall bear the fees and expenses of any additional counsel
retained by any of them; but if the Fund does not elect to assume the defense
of any such suit, or if SBS does not approve of counsel chosen by the Fund,
the Fund will reimburse SBS, its officers and directors, or the controlling
person or persons named as defendant or defendants in such suit, for the fees
and expenses of any counsel retained by SBS or them. The Fund's
indemnification agreement contained in this paragraph 4.1 and the Fund's
representations and warranties in this Agreement shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
SBS, its officers and directors, or any controlling person, and shall survive
the delivery of any of the Fund's Shares. This agreement of indemnity will
inure exclusively to SBS's benefit, to the benefit of its several officers and
directors, and their respective estates, and to the benefit of the controlling
persons and their successors. The Fund agrees to notify SBS promptly of the
commencement of any litigation or proceedings against the Fund or any of its
officers or trustees in connection with the issuance and sale of any of the
Fund's Shares.
4.2 SBS agrees to indemnify, defend and hold the Fund, its
several officers and Trustees, and any person who controls the Fund within the
meaning of Section 15 of the 1933 Act, free and harmless from and against any
and all claims, demands, liabilities and expenses (including the costs of
investigating or defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) that the Fund, its officers or Trustees
or any such controlling person may incur under the 1933 Act, or under common
law or otherwise, but only to the extent that such liability or expense
incurred by the Fund, its officers or Trustees, or such controlling person
resulting from such claims or demands shall arise out of or be based upon any
untrue, or alleged untrue, statement of a material fact contained in
information furnished in writing by SBS to the Fund and used in the answers to
any of the items of the registration statement or in the corresponding
statements made in the prospectus or statement of additional information, or
shall arise out of or be based upon any omission, or alleged omission, to
state a material fact in connection with such information furnished in writing
by SBS to the Fund and required to be stated in such answers or necessary to
make such information not misleading. SBS's agreement to indemnify the Fund,
its officers or Trustees, and any such controlling person, as aforesaid, is
expressly conditioned upon SBS being notified of any action brought against
the Fund, its officers or Trustees, or any such controlling person, such
notification to be given by letter or telegram addressed to SBS at its
principal office in New York, New York and sent to SBS by the person against
whom such action is brought, within ten days after the summons or other first
legal process shall have been served. SBS shall have the right to control the
defense of such action, with counsel of its own choosing, satisfactory to the
Fund, if such action is based solely upon such alleged misstatement or
omission on SBS's part, and in any other event the Fund, its officers or
Trustees or such controlling person shall each have the right to participate
in the defense or preparation of the defense of any such action. The failure
to so notify SBS of any such action shall not relieve SBS from any liability
that SBS may have to the Fund, its officers or Trustees, or to such
controlling person by reason of any such untrue, or alleged untrue, statement
or omission, or alleged omission, otherwise than on account of SBS's indemnity
agreement contained in this paragraph 4.2. SBS agrees to notify the Fund
promptly of the commencement of any litigation or proceedings against SBS or
any of its officers or directors in connection with the issuance and sale of
any of the Fund's Shares.
4.3 In case any action shall be brought against any indemnified
party under paragraph 4.1 or 4.2, and it shall notify the indemnifying party
of the commencement thereof, the indemnifying party shall be entitled to
participate in, and, to the extent that it shall wish to do so, to assume the
defense thereof with counsel satisfactory to such indemnified party. If the
indemnifying party opts to assume the defense of such action, the indemnifying
party will not be liable to the indemnified party for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof other than (a) reasonable costs of investigation or the
furnishing of documents or witnesses and (b) all reasonable fees and expenses
of separate counsel to such indemnified party if (i) the indemnifying party
and the indemnified party shall have agreed to the retention of such counsel
or (ii) the indemnified party shall have concluded reasonably that
representation of the indemnifying party and the indemnified party by the same
counsel would be inappropriate due to actual or potential differing interests
between them in the conduct of the defense of such action.
5. Effectiveness of Registration
None of the Fund's Shares shall be offered by either SBS or the Fund
under any of the provisions of this Agreement and no orders for the purchase
or sale of the Shares under this Agreement shall be accepted by the Fund if
and so long as the effectiveness of the registration statement then in effect
or any necessary amendments thereto shall be suspended under any of the
provision of the 1933 Act or if and so long as a current prospectus as
required by Section 5(b) (2) of the 1933 Act is not on file with the SEC;
provided, that nothing contained in this paragraph 5 shall in any way restrict
or have an application to or bearing upon the Fund's obligation to repurchase
its Shares from any shareholder in accordance with the provisions of the
Fund's prospectus, statement of additional information or the Amended and
Restated Master Trust Agreement dated November 5, 1992, as amended from time
to time.
6. Notice to SBS
The Fund agrees to advise SBS immediately in writing:
(a) of any request by the SEC for amendments to the registration
statement, prospectus or statement of additional information then in effect or
for additional information;
(b) In the event of the issuance by the SEC of any stop order
suspending the effectiveness of the registration statement, prospectus or
statement of additional information then in effect or the initiation of any
proceeding for that purpose;
(c) of the happening of any event that makes untrue any statement
or a material fact made in the registration statement, prospectus or statement
of additional information then in effect or that requires the making of a
change in such registration statement, prospectus or statement of additional
information in order to make the statements therein not misleading; and
(d) of all actions of the SEC with respect to any amendment to
any registration statement, prospectus or statement of additional information
which may from time to time be filed with the SEC.
7. Term of the Agreement
This Agreement shall become effective as of the "Closing Date" as that
term is defined in that certain Asset Purchase Agreement executed among SBS,
Primerica Corporation and Shearson Lehman Brothers Inc., dated March 12, 1993
and continues for successive annual periods thereafter so long as such
continuance is specifically approved at least annually by (a) the Fund's Board
of Trustees or (b) by a vote of a majority (as defined in 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 Trustees of the Fund 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 called for the purpose of
voting on such approval. This Agreement is terminable, without penalty, on 60
days' notice by the Fund's Board of Trustees, by vote of the holders of a
majority of the Fund's Shares, or on 90 days' notice by SBS. This Agreement
will also terminate automatically in the event of its assignment (as defined
in the 1940 Act).
8. Miscellaneous
The Fund recognizes that directors, officers and employees of SBS may
from time to time serve as directors, trustees, officers and employees of
corporations and business trusts (including other investment companies) and
that such other corporations and trusts may include the name "Smith Barney
Shearson" as part of their name, and that SBS or its affiliates may enter into
distribution or other agreements with such other corporations and trusts. If
SBS ceases to act as the distributor of the Shares, the Fund agrees that, at
SBS's request, the Fund's license to use the word ""Smith Barney Shearson""
will terminate and that the Fund will take all necessary action to change the
name of the Fund to a name not including the words "Smith Barney Shearson."
9. Limitation of Liability
The Fund and SBS agree that the obligations of the Fund under this
Agreement shall not be binding upon any of the Trustees, 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 Trustees and signed by
an authorized officer of the Fund, acting as such, and neither such
authorization by such Trustees 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 trust property of
the Fund as provided in its Master Trust Agreement.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance
of this Agreement by signing and returning to us the enclosed copy of this
Agreement.
Very truly yours,
SMITH BARNEY SHEARSON GLOBAL
OPPORTUNITIES FUND
By: /s/ Heath B. McLendon
Heath B. McLendon
Title: Chairman of the Board
Accepted:
SMITH BARNEY SHEARSON INC.
By: /s/ Christina T. Sydor
Christina T. Sydor
Authorized Officer
shared\domestic\clients\shearson\funds\sgof\distrib
Page: 3
8
Exhibit 99. (9)(b)
TRANSFER AGENCY AND REGISTRAR AGREEMENT
AGREEMENT, dated as of August 2, 1993 between Smith Barney Shearson Global
Opportunites Fund Inc., (the "Fund"), a business trust organized under
the laws of
Massachusetts and having its principal place of business at Two World
Trade Center, New
York, NY 10048, and THE SHAREHOLDER SERVICES GROUP, INC. (MA) (the
"Transfer Agent"), a Massachusetts corporation with principal offices
at One Exchange Place,
53 State Street, Boston, Massachusetts 02109.
W I T N E S S E T H
That for and in consideration of the mutual covenants and promises
hereinafter set
forth, the Fund and the Transfer Agent agree as follows:
1. Definitions. Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires, shall have the following meanings:
(a) "Articles of Incorporation" shall mean the Articles of Incorporation,
Declaration of Trust, Partnership Agreement, or similar organizational
document as the case
may be, of the Fund as the same may be amended from time to time.
(b) "Authorized Person" shall be deemed to include any person, whether or
not
such person is an officer or employee of the Fund, duly authorized to give
Oral Instructions or
Written Instructions on behalf of the Fund as indicated in a certificate
furnished to the Transfer
Agent pursuant to Section 4(c) hereof as may be received by the Transfer
Agent from time to
time.
(c) "Board of Directors" shall mean the Board of Directors, Board of
Trustees
or, if the Fund is a limited partnership, the General Partner(s) of the
Fund, as the case may
be.
(d) "Commission" shall mean the Securities and Exchange Commission.
(e) "Custodian" refers to any custodian or subcustodian of securities
and other
property which the Fund may from time to time deposit, or cause to be
deposited or held
under the name or account of such a custodian pursuant to a Custodian
Agreement.
(f) "Fund" shall mean the entity executing this Agreement, and if it is
a series
fund, as such term is used in the 1940 Act, such term shall mean each
series of the Fund
hereafter created, except that appropriate documentation with respect to
each series must be
presented to the Transfer Agent before this Agreement shall become
effective with respect to
each such series.
(g) "1940 Act" shall mean the Investment Company Act of 1940.
(h) "Oral Instructions" shall mean instructions, other than Written
Instructions,
actually received by the Transfer Agent from a person reasonably believed
by the Transfer
Agent to be an Authorized Person;
(i) "Prospectus" shall mean the most recently dated Fund Prospectus and
Statement of Additional Information, including any supplements thereto if
any, which has
become effective under the Securities Act of 1933 and the 1940 Act.
(j) "Shares" refers collectively to such shares of capital stock,
beneficial
interest or limited partnership interests, as the case may be, of the Fund
as may be issued from
time to time and, if the Fund is a closed-end or a series fund, as such
terms are used in the
1940 Act any other classes or series of stock, shares of beneficial
interest or limited
partnership interests that may be issued from time to time.
(k) "Shareholder" shall mean a holder of shares of capital stock,
beneficial
interest or any other class or series, and also refers to partners of
limited partnerships.
(l) "Written Instructions" shall mean a written communication signed by a
person reasonably believed by the Transfer Agent to be an Authorized
Person and actually
received by the Transfer Agent. Written Instructions shall include
manually executed originals
and authorized electronic transmissions, including telefacsimile of a
manually executed original
or other process.
2. Appointment of the Transfer Agent. The Fund hereby appoints and
constitutes the
Transfer Agent as transfer agent, registrar and dividend disbursing agent
for Shares of the
Fund and as shareholder servicing agent for the Fund. The Transfer Agent
accepts such
appointments and agrees to perform the duties hereinafter set forth.
3. Compensation.
(a) The Fund will compensate or cause the Transfer Agent to be
compensated for the performance of its obligations hereunder in accordance
with the fees set
forth in the written schedule of fees annexed hereto as Schedule A and
incorporated herein.
The Transfer Agent will transmit an invoice to the Fund as soon as
practicable after the end of
each calendar month which will be detailed in accordance with Schedule A,
and the Fund will
pay to the Transfer Agent the amount of such invoice within thirty (30)
days after the Fund's
receipt of the invoice.
In addition, the Fund agrees to pay, and will be billed separately for,
reasonable out-of-pocket expenses incurred by the Transfer Agent in the
performance of its
duties hereunder. Out-of-pocket expenses shall include, but shall not be
limited to, the items
specified in the written schedule of out-of-pocket charges annexed hereto
as Schedule B and
incorporated herein. Unspecified out-of-pocket expenses shall be limited
to those out-of-pocket
expenses reasonably incurred by the Transfer Agent in the performance of
its obligations
hereunder. Reimbursement by the Fund for expenses incurred by the
Transfer Agent in any
month shall be made as soon as practicable but no later than 15 days after
the receipt of an
itemized bill from the Transfer Agent.
(b) Any compensation agreed to hereunder may be adjusted from time to time
by attaching to Schedule A, a revised fee schedule executed and dated by
the parties hereto.
4. Documents. In connection with the appointment of the Transfer Agent
the Fund
shall deliver or caused to be delivered to the Transfer Agent the
following documents on or
before the date this Agreement goes into effect, but in any case within
a reasonable period of
time for the Transfer Agent to prepare to perform its duties hereunder:
(a) If applicable, specimens of the certificates for Shares of the Fund;
(b) All account application forms and other documents relating to
Shareholder
accounts or to any plan, program or service offered by the Fund;
(c) A signature card bearing the signatures of any officer of the Fund
or other
Authorized Person who will sign Written Instructions or is authorized to
give Oral
Instructions.
(d) A certified copy of the Articles of Incorporation, as amended;
(e) A certified copy of the By-laws of the Fund, as amended;
(f) A copy of the resolution of the Board of Directors authorizing the
execution
and delivery of this Agreement;
(g) A certified list of Shareholders of the Fund with the name, address and
taxpayer identification number of each Shareholder, and the number of
Shares of the Fund
held by each, certificate numbers and denominations (if any certificates
have been issued), lists
of any accounts against which stop transfer orders have been placed,
together with the reasons
therefore, and the number of Shares redeemed by the Fund; and
(h) An opinion of counsel for the Fund with respect to the validity of the
Shares and the status of such Shares under the Securities Act of 1933,
as amended.
5. Further Documentation. The Fund will also furnish the Transfer
Agent with copies
of the following documents promptly after the same shall become available:
(a) each resolution of the Board of Directors authorizing the issuance
of Shares;
(b) any registration statements filed on behalf of the Fund and all
pre-effective
and post-effective amendments thereto filed with the Commission;
(c) a certified copy of each amendment to the Articles of Incorporation
or the
By-laws of the Fund;
(d) certified copies of each resolution of the Board of Directors or other
authorization designating Authorized Persons; and
(e) such other certificates, documents or opinions as the Transfer Agent
may
reasonably request in connection with the performance of its duties hereunder.
6. Representations of the Fund. The Fund represents to the Transfer
Agent that all
outstanding Shares are validly issued, fully paid and non-assessable. When
Shares are
hereafter issued in accordance with the terms of the Fund's Articles of
Incorporation and its
Prospectus, such Shares shall be validly issued, fully paid and
non-assessable.
7. Distributions Payable in Shares. In the event that the Board of
Directors of the
Fund shall declare a distribution payable in Shares, the Fund shall
deliver or cause to be
delivered to the Transfer Agent written notice of such declaration signed
on behalf of the Fund
by an officer thereof, upon which the Transfer Agent shall be entitled
to rely for all purposes,
certifying (i) the identity of the Shares involved, (ii) the number of
Shares involved, and (iii)
that all appropriate action has been taken.
8. Duties of the Transfer Agent. The Transfer Agent shall be
responsible for
administering and/or performing those functions typically performed by
a transfer agent; for
acting as service agent in connection with dividend and distribution
functions; and for
performing shareholder account and administrative agent functions in
connection with the
issuance, transfer and redemption or repurchase (including coordination
with the Custodian) of
Shares in accordance with the terms of the Prospectus and applicable law.
The operating
standards and procedures to be followed shall be determined from time to
time by agreement
between the Fund and the Transfer Agent and shall initially be as
described in Schedule C
attached hereto. In addition, the Fund shall deliver to the Transfer
Agent all notices issued by
the Fund with respect to the Shares in accordance with and pursuant to
the Articles of
Incorporation or By-laws of the Fund or as required by law and shall
perform such other
specific duties as are set forth in the Articles of Incorporation including
the giving of notice of
any special or annual meetings of shareholders and any other notices
required thereby.
9. Record Keeping and Other Information. The Transfer Agent shall
create and
maintain all records required of it pursuant to its duties hereunder and
as set forth in Schedule
C in accordance with all applicable laws, rules and regulations,
including records required by
Section 31(a) of the 1940 Act. All records shall be available during
regular business hours for
inspection and use by the Fund. Where applicable, such records shall
be maintained by the
Transfer Agent for the periods and in the places required by Rule 31a-2
under the 1940 Act.
Upon reasonable notice by the Fund, the Transfer Agent shall make
available during
regular business hours such of its facilities and premises employed in
connection with the
performance of its duties under this Agreement for reasonable visitation
by the Fund, or any
person retained by the Fund as may be necessary for the Fund to evaluate
the quality of the
services performed by the Transfer Agent pursuant hereto.
10. Other Duties. In addition to the duties set forth in Schedule C,
the Transfer Agent
shall perform such other duties and functions, and shall be paid such
amounts therefor, as may
from time to time be agreed upon in writing between the Fund and the
Transfer Agent. The
compensation for such other duties and functions shall be reflected in a
written amendment to
Schedule A or B and the duties and functions shall be reflected in an
amendment to Schedule
C, both dated and signed by authorized persons of the parties hereto.
11. Reliance by Transfer Agent; Instructions
(a) The Transfer Agent will have no liability when acting upon Written
or Oral
Instructions believed to have been executed or orally communicated by
an Authorized Person
and will not be held to have any notice of any change of authority of
any person until receipt
of a Written Instruction thereof from the Fund pursuant to Section 4(c).
The Transfer Agent
will also have no liability when processing Share certificates which
it reasonably believes to
bear the proper manual or facsimile signatures of the
officers of the Fund and the proper countersignature of the Transfer Agent.
(b) At any time, the Transfer Agent may apply to any Authorized Person
of the
Fund for Written Instructions and may seek advice from legal counsel
for the Fund, or its own
legal counsel, with respect to any matter arising in connection with
this Agreement, and it
shall not be liable for any action taken or not taken or suffered by it in
good faith in
accordance with such Written Instructions or in accordance with the
opinion of counsel for the
Fund or for the Transfer Agent. Written Instructions requested by the
Transfer Agent will be
provided by the Fund within a reasonable period of time. In addition,
the Transfer Agent, its
officers, agents or employees, shall accept Oral Instructions or Written
Instructions given to
them by any person representing or acting on behalf of the Fund only if
said representative is
an Authorized Person. The Fund agrees that all Oral Instructions shall
be followed within one
business day by confirming Written Instructions, and that the Fund's
failure to so confirm shall
not impair in any respect the Transfer Agent's right to rely on Oral
Instructions. The Transfer
Agent shall have no duty or obligation to inquire into, nor shall the
Transfer Agent be
responsible for, the legality of any act done by it upon the request or
direction of a person
reasonably believed by the Transfer Agent to be an Authorized Person.
(c) Notwithstanding any of the foregoing provisions of this Agreement, the
Transfer Agent shall be under no duty or obligation to inquire into, and
shall not be liable for:
(i) the legality of the issuance or sale of any Shares or the sufficiency
of the amount to be
received therefor; (ii) the legality of the redemption of any Shares, or
the propriety of the
amount to be paid therefor; (iii) the legality of the declaration of any
dividend by the Board of
Directors, or the legality of the issuance of any Shares in payment of any
dividend; or (iv) the
legality of any recapitalization or readjustment of the Shares.
12. Acts of God, etc. The Transfer Agent will not be liable or
responsible for delays
or errors by acts of God or by reason of circumstances beyond its
control, including acts of
civil or military authority, national emergencies, labor difficulties,
mechanical breakdown,
insurrection, war, riots, or failure or unavailability of transportation,
communication or power
supply, fire, flood or other catastrophe.
13. Duty of Care and Indemnification. Each party hereto
(the "Indemnifying Party')
will indemnify the other party (the "Indemnified Party") against and hold
it harmless from any
and all losses, claims, damages, liabilities or expenses of any sort
or kind (including
reasonable counsel fees and expenses) resulting from any claim, demand,
action or suit or
other proceeding (a "Claim") unless such Claim has resulted from a
negligent failure to act or
omission to act or bad faith of the Indemnified Party in the performance
of its duties
hereunder. In addition, the Fund will indemnify the Transfer Agent
against and hold it
harmless from any Claim, damages, liabilities or expenses
(including reasonable counsel fees)
that is a result of: (i) any action taken in accordance with Written
or Oral Instructions, or any
other instructions, or share certificates reasonably believed by the
Transfer Agent to be
genuine and to be signed, countersigned or executed, or orally
communicated by an
Authorized Person; (ii) any action taken in accordance with written or
oral advice reasonably
believed by the Transfer Agent to have been given by counsel for the
Fund or its own counsel;
or (iii) any action taken as a result of any error or omission in any
record (including but not
limited to magnetic tapes, computer printouts, hard copies and microfilm
copies) delivered, or
caused to be delivered by the Fund to the Transfer Agent in connection
with this Agreement.
In any case in which the Indemnifying Party may be asked to indemnify or
hold the
Indemnified Party harmless, the Indemnifying Party shall be advised of
all pertinent facts
concerning the situation in question. The Indemnified Party will notify
the Indemnifying Party
promptly after identifying any situation which it believes presents or
appears likely to present a
claim for indemnification against the Indemnifying Party although the
failure to do so shall not
prevent recovery by the Indemnified Party. The Indemnifying Party shall
have the option to
defend the Indemnified Party against any Claim which may be the subject of
this
indemnification, and, in the event that the Indemnifying Party so elects,
such defense shall be
conducted by counsel chosen by the Indemnifying Party and satisfactory
to the Indemnified
Party, and thereupon the Indemnifying Party shall take over complete
defense of the Claim and
the Indemnified Party shall sustain no further legal or other expenses
in respect of such Claim.
The Indemnified Party will not confess any Claim or make any compromise
in any case in
which the Indemnifying Party will be asked to provide indemnification,
except with the
Indemnifying Party's prior written consent. The obligations of the
parties hereto under this
Section shall survive the termination of this Agreement.
14. Consequential Damages. In no event and under no circumstances
shall either party
under this Agreement be liable to the other party for indirect loss
of profits, reputation or
business or any other special damages under any provision of this
Agreement or for any act or
failure to act hereunder.
15. Term and Termination.
(a) This Agreement shall be effective on the date first written above
and shall
continue until August 2, 1994, and thereafter shall automatically
continue for successive
annual periods ending on the anniversary of the date first written
above, provided that it may
be terminated by either party upon written notice given at least 60
days prior to termination.
(b) In the event a termination notice is given by the Fund, it shall be
accompanied by a resolution of the Board of Directors, certified by
the Secretary of the Fund,
designating a successor transfer agent or transfer agents. Upon such
termination and at the
expense of the Fund, the Transfer Agent will deliver to such successor a
certified list of
shareholders of the Fund (with names and addresses), and all other
relevant books, records,
correspondence and other Fund records or data in the possession of the
Transfer Agent, and
the Transfer Agent will cooperate with the Fund and any successor
transfer agent or agents in
the substitution process.
16. Confidentiality. Both parties hereto agree that any non public
information
obtained hereunder concerning the other party is confidential and may not
be disclosed to any
other person without the consent of the other party, except as may be
required by applicable
law or at the request of the Commission or other governmental agency.
The parties further
agree that a breach of this provision would irreparably damage the other
party and accordingly
agree that each of them is entitled, without bond or other security, to
an injunction or
injunctions to prevent breaches of this provision.
17. Amendment. This Agreement may only be amended or modified by a written
instrument executed by both parties.
18. Subcontracting. The Fund agrees that the Transfer Agent may, in
its discretion,
subcontract for certain of the services described under this Agreement
or the Schedules hereto;
provided that the appointment of any such Transfer Agent shall not
relieve the Transfer Agent
of its responsibilities hereunder.
19. Miscellaneous.
(a) Notices. Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or the Transfer Agent,
shall be sufficiently given
if addressed to that party and received by it at its office set forth
below or at such other place
as it may from time to time designate in writing.
To the Fund:
Smith Barney Shearson Global Opportunities Fund Inc.,
Two World Trade Center, Floor 100
New York, NY 10048
Attention: Richard Roelofs
To the Transfer Agent:
The Shareholder Services Group
One Exchange Place
53 State Street
Boston, Massachusetts 02109
Attention: Robert F. Radin, President
with a copy to TSSG Counsel
(b) Successors. This Agreement shall extend to and shall be binding upon
the parties hereto, and their respective successors and assigns, provided,
however, that this
Agreement shall not be assigned to any person other than a person
controlling, controlled by or
under common control with the assignor without the written consent of
the other party, which
consent shall not be unreasonably withheld.
(c) Governing Law. This Agreement shall be governed exclusively by the
laws
of the State of New York without reference to the choice of law provisions
thereof. Each
party hereto hereby agrees that (i) the Supreme Court of New York sitting
in New York
County shall have exclusive jurisdiction over any and all disputes arising
hereunder; (ii) hereby
consents to the personal jurisdiction of such court over the parties
hereto, hereby waiving any
defense of lack of personal jurisdiction; and (iii) appoints the person to
whom notices
hereunder are to be sent as agent for service of process.
(d) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original; but such
counterparts shall,
together, constitute only one instrument.
(e) Captions. The captions of this Agreement are included for
convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect
their construction or effect.
(f) Use of Transfer Agent's Name. The Fund shall not use the name of the
Transfer Agent in any Prospectus, Statement of Additional Information,
shareholders' report,
sales literature or other material relating to the Fund in a manner
not approved prior thereto in
writing; provided, that the Transfer Agent need only receive notice of
all reasonable uses of its
name which merely refer in accurate terms to its appointment hereunder
or which are required
by any government agency or applicable law or rule. Notwithstanding
the foregoing, any
reference to the Transfer Agent shall include a statement to the effect
that it is a wholly owned
subsidiary of First Data Corporation.
(g) Use of Fund's Name. The Transfer Agent shall not use the name of the
Fund or material relating to the Fund on any documents or forms for other
than internal use in
a manner not approved prior thereto in writing; provided, that the Fund
need only receive
notice of all reasonable uses of its name which merely refer in accurate
terms to the
appointment of the Transfer Agent or which are required by any
government agency or
applicable law or rule.
(h) Independent Contractors. The parties agree that they are independent
contractors and not partners or co-venturers.
(i) Entire Agreement; Severability. This Agreement and the Schedules
attached
hereto constitute the entire agreement of the parties hereto relating
to the matters covered
hereby and supersede any previous agreements. If any provision is held to
be illegal,
unenforceable or invalid for any reason, the remaining provisions shall
not be affected or
impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers, as of the day
and year first above
written.
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
INC.,
By: /s/Richard P. Roelofs
Title: President
THE SHAREHOLDER SERVICES
GROUP, INC.
By: /s/Michael G. McCarthy
Title: Vice President
A-1
Transfer Agent Fee
Schedule A
Class A shares
The Fund shall pay the Transfer Agent an annualized fee of $11.00 per
shareholder account
that is open during any monthly period. Such fee shall be billed by
the Transfer Agent monthly
in arrears on a prorated basis of 1/12 of the annualized fee for all
accounts that are open
during such a month.
The Fund shall pay the Transfer Agent an additional fee of $.125 per
closed account per
month applicable to those shareholder accounts which close in a given
month and remain
closed through the following month-end billing cycle. Such fee shall
be billed by the Transfer
Agent monthly in arrears.
Class B shares
The Fund shall pay the Transfer Agent an annualized fee of $12.50 per
shareholder account
that is open during any monthly period. Such fee shall be billed by
the Transfer Agent monthly
in arrears on a prorated basis of 1/12 of the annualized fee for all
accounts that are open
during such a month.
The Fund shall pay the Transfer Agent an additional fee of $.125 per
closed account per
month applicable to those shareholder accounts which close in a given
month and remain
closed through the following month-end billing cycle. Such fee shall
be billed by the Transfer
Agent monthly in arrears.
Class C shares
The Fund shall pay the Transfer Agent an annualized fee of $8.50 per
shareholder account that
is open during any monthly period. Such fee shall be billed by the
Transfer Agent monthly in
arrears on a prorated basis of 1/12 of the annualized fee for all
accounts that are open during
such a month.
The Fund shall pay the Transfer Agent an additional fee of $.125 per
closed account per
month applicable to those shareholder accounts which close in a given
month and remain
closed through the following month-end billing cycle. Such fee shall
be billed by the Transfer
Agent monthly in arrears.
A-2
Class D shares
The Fund shall pay the Transfer Agent an annualized fee of $9.50 per
shareholder account that
is open during any monthly period. Such fee shall be billed by the
Transfer Agent monthly in
arrears on a prorated basis of 1/12 of the annualized fee for all
accounts that are open during
such a month.
The Fund shall pay the Transfer Agent an additional fee of $.125 per
closed account per
month applicable to those shareholder accounts which close in a given
month and remain
closed through the following month-end billing cycle. Such fee shall
be billed by the Transfer
Agent monthly in arrears.
B-1
Schedule B
OUT-OF-POCKET EXPENSES
The Fund shall reimburse the Transfer Agent monthly for applicable
out-of-pocket
expenses, including, but not limited to the following items:
o Microfiche/microfilm production
o Magnetic media tapes and freight
o Printing costs, including certificates, envelopes, checks and stationery
o Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass
through to
the Fund
o Due diligence mailings
o Telephone and telecommunication costs, including all lease,
maintenance and
line costs
o Proxy solicitations, mailings and tabulations
o Daily & Distribution advice mailings
o Shipping, Certified and Overnight mail and insurance
o Year-end form production and mailings
o Terminals, communication lines, printers and other equipment and any
expenses incurred in connection with such terminals and lines
o Duplicating services
o Courier services
o Incoming and outgoing wire charges
o Federal Reserve charges for check clearance
o Record retention, retrieval and destruction costs, including, but not
limited to
exit fees charged by third party record keeping vendors
o Third party audit reviews
o Insurance
o Such other miscellaneous expenses reasonably incurred by the Transfer
Agent in performing its duties and responsibilities under this Agreement.
The Fund agrees that postage and mailing expenses will be paid on the
day of or prior
to mailing as agreed with the Transfer Agent. In addition, the Fund
will promptly reimburse
the Transfer Agent for any other unscheduled expenses incurred by the
Transfer Agent
whenever the Fund and the Transfer Agent mutually agree that such
expenses are not
otherwise properly borne by the Transfer Agent as part of its duties
and obligations under the
Agreement.
C-1
Schedule C
DUTIES OF THE TRANSFER AGENT
1. Shareholder Information. The Transfer Agent or its agent shall maintain a
record of the number of Shares held by each holder of record which shall
include name,
address, taxpayer identification and which shall indicate whether such
Shares are held in
certificates or uncertificated form.
2. Shareholder Services. The Transfer Agent or its agent will investigate
all
inquiries from shareholders of the Fund relating to Shareholder
accounts and will respond to
all communications from Shareholders and others relating to its
duties hereunder and such
other correspondence as may from time to time be mutually agreed upon
between the Transfer
Agent and the Fund. The Transfer Agent shall provide the Fund with
reports concerning
shareholder inquires and the responses thereto by the Transfer Agent,
in such form and at such
times as are agreed to by the Fund and the Transfer Agent.
3. Share Certificates.
(a) At the expense of the Fund, it shall supply the Transfer Agent or its
agent with an adequate supply of blank share certificates to meet
the Transfer Agent or its
agent's requirements therefor. Such Share certificates shall be
properly signed by facsimile.
The Fund agrees that, notwithstanding the death, resignation, or removal
of any officer of the
Fund whose signature appears on such certificates, the Transfer Agent or
its agent may
continue to countersign certificates which bear such signatures until
otherwise directed by
Written Instructions.
(b) The Transfer Agent or its agent shall issue replacement Share
certificates in
lieu of certificates which have been lost, stolen or destroyed, upon
receipt by the Transfer
Agent or its agent of properly executed affidavits and lost certificate
bonds, in form
satisfactory to the Transfer Agent or its agent, with the Fund and the
Transfer Agent or its
agent as obligees under the bond.
(c) The Transfer Agent or its agent shall also maintain a record of each
certificate issued, the number of Shares represented thereby and the
holder of record. With
respect to Shares held in open accounts or uncertificated form, i.e.,
no certificate being issued
with respect thereto, the Transfer Agent or its agent shall maintain
comparable records of the
record holders thereof, including their names, addresses and taxpayer
identification. The
Transfer Agent or its agent shall further maintain a stop transfer
record on lost and/or replaced
certificates.
C-2
4. Mailing Communications to Shareholders; Proxy Materials. The
Transfer Agent or
its agent will address and mail to
Shareholders of the Fund, all reports to Shareholders, dividend and
distribution notices and
proxy material for the Fund's meetings of Shareholders. In connection
with meetings of
Shareholders, the Transfer Agent or its Agent will prepare Shareholder
lists, mail and certify
as to the mailing of proxy materials, process and tabulate returned
proxy cards, report on
proxies voted prior to meetings, act as inspector of election at meetings
and certify Shares
voted at meetings.
5. Sales of Shares
(a) Suspension of Sale of Shares. The Transfer Agent or its agent
shall not be
required to issue any Shares of the Fund where it has received a Written
Instruction from the
Fund or official notice from any appropriate authority that the sale of
the Shares of the Fund
has been suspended or discontinued. The existence of such Written
Instructions or such
official notice shall be conclusive evidence of the right of the
Transfer Agent or its agent to
rely on such Written Instructions or official notice.
(b) Returned Checks. In the event that any check or other order for the
payment of money is returned unpaid for any reason, the Transfer
Agent or its agent will: (i)
give prompt notice of such return to the Fund or its designee; (ii)
place a stop transfer order
against all Shares issued as a result of such check or order; and (iii)
take such actions as the
Transfer Agent may from time to time deem appropriate.
6. Transfer and Repurchase
(a) Requirements for Transfer or Repurchase of Shares. The Transfer
Agent or
its agent shall process all requests to transfer or redeem Shares in
accordance with the transfer
or repurchase procedures set forth in the Fund's Prospectus.
The Transfer Agent or its agent will transfer or repurchase Shares
upon receipt
of Oral or Written Instructions or otherwise pursuant to the Prospectus
and Share certificates,
if any, properly endorsed for transfer or redemption, accompanied by
such documents as the
Transfer Agent or its agent reasonably may deem necessary.
The Transfer Agent or its agent reserves the right to refuse to transfer or
repurchase Shares until it is satisfied that the endorsement on the
instructions is valid and
genuine. The Transfer Agent or its agent also reserves the right to
refuse to transfer or
repurchase Shares until it is satisfied that the requested transfer or
repurchase is legally
authorized, and it shall incur no liability for the refusal, in good
faith, to make transfers or
repurchases which the Transfer Agent or its agent, in
C-3
its good judgement, deems improper or unauthorized, or until it is
reasonably satisfied that
there is no basis to any claims adverse
to such transfer or repurchase.
(b) Notice to Custodian and Fund. When Shares are redeemed, the Transfer
Agent or its agent shall, upon receipt of the instructions and documents
in proper form, deliver
to the Custodian and the Fund or its designee a notification setting
forth the number of Shares
to be repurchased. Such repurchased shares shall be reflected on
appropriate accounts
maintained by the Transfer Agent or its agent reflecting outstanding
Shares of the Fund and
Shares attributed to individual accounts.
(c) Payment of Repurchase Proceeds. The Transfer Agent or its agent shall,
upon receipt of the moneys paid to it by the Custodian for the repurchase
of Shares, pay such
moneys as are received from the Custodian, all in accordance with
the procedures described in
the written instruction received by the Transfer Agent or its agent
from the Fund.
The Transfer Agent or its agent shall not process or effect any
repurchase with
respect to Shares of the Fund after receipt by the Transfer Agent or
its agent of notification of
the suspension of the determination of the net asset value of the Fund.
7. Dividends
(a) Notice to Agent and Custodian. Upon the declaration of each
dividend and
each capital gains distribution by the Board of Directors of the Fund
with respect to Shares of
the Fund, the Fund shall furnish or cause to be furnished to the
Transfer Agent or its agent a
copy of a resolution of the Fund's Board of Directors certified by
the Secretary of the Fund
setting forth the date of the declaration of such dividend or
distribution, the ex-dividend date,
the date of payment thereof, the record date as of which shareholders
entitled to payment shall
be determined, the amount payable per Share to the shareholders of
record as of that date, the
total amount payable to the Transfer Agent or its agent on the payment
date and whether such
dividend or distribution is to be paid in Shares of such class at net
asset value.
On or before the payment date specified in such resolution of the Board of
Directors, the Custodian of the Fund will pay to the Transfer Agent
sufficient cash to make
payment to the shareholders of record as of such payment date.
(b) Insufficient Funds for Payments. If the Transfer Agent or its
agent does
not receive sufficient cash from the Custodian to make total dividend
and/or distribution
payments to all shareholders of the Fund as of the record date, the Transfer
C-4
Agent or its agent will, upon notifying the Fund, withhold payment to
all Shareholders of
record as of the record date until sufficient cash is provided to
the Transfer Agent or its agent.
C-5
Exhibit 1
to
Schedule C
Summary of Services
The services to be performed by the Transfer Agent or its agent shall
be as follows:
A. DAILY RECORDS
Maintain daily the following information with respect to each Shareholder
account as received:
o Name and Address (Zip Code)
o Class of Shares
o Taxpayer Identification Number
o Balance of Shares held by Agent
o Beneficial owner code: i.e., male, female, joint tenant, etc.
o Dividend code (reinvestment)
o Number of Shares held in certificate form
B. OTHER DAILY ACTIVITY
o Answer written inquiries relating to Shareholder accounts (matters
relating to portfolio management, distribution of Shares and other
management policy questions will be referred to the Fund).
o Process additional payments into established Shareholder accounts in
accordance with Written Instruction from the Agent.
o Upon receipt of proper instructions and all required documentation,
process requests for repurchase of Shares.
o Identify redemption requests made with respect to accounts in which
Shares have been purchased within an agreed-upon period of time for
determining whether good funds have been collected with respect to such
purchase and process as agreed by the Agent in accordance with written
instructions set forth by the Fund.
o Examine and process all transfers of Shares, ensuring that all transfer
requirements and legal documents have been supplied.
C-6
o Issue and mail replacement checks.
o Open new accounts and maintain records of exchanges between accounts
C. DIVIDEND ACTIVITY
o Calculate and process Share dividends and distributions as instructed by
the Fund.
o Compute, prepare and mail all necessary reports to Shareholders or
various authorities as requested by the Fund. Report to the Fund
reinvestment plan share purchases and determination of the reinvestment
price.
D. MEETINGS OF SHAREHOLDERS
o Cause to be mailed proxy and related material for all meetings of
Shareholders. Tabulate returned proxies (proxies must be adaptable to
mechanical equipment of the Agent or its agents) and supply daily
reports when sufficient proxies have been received.
o Prepare and submit to the Fund an Affidavit of Mailing.
o At the time of the meeting, furnish a certified list of Shareholders, hard
copy, microfilm or microfiche and, if requested by the Fund, Inspection
of Election.
E. PERIODIC ACTIVITIES
o Cause to be mailed reports, Prospectuses, and any other enclosures
requested by
the Fund (material must be adaptable to mechanical equipment of Agent or its
agents).
o Receive all notices issued by the Fund with respect to the Preferred
Shares in
accordance with and pursuant to the Articles of Incorporation and
the Indenture
and perform such other specific duties as are set forth in the Articles of
Incorporation including a giving of notice of a special meeting and notice of
redemption in the circumstances and otherwise in accordance with all relevant
provisions of the Articles of Incorporation.
7
shared/domestic/clients/shearson/fund/sgof/tranagmt.doc
Exhibit 99. (15)
SERVICES AND DISTRIBUTION PLAN
Smith Barney Shearson Global Opportunities Fund
This Services and Distribution Plan dated July 30, 1993 (the "Plan"), is
adopted in accordance with Rule 12b-1 (the "Rule") under the Investment
Company Act of 1940, as amended (the "1940 Act"), by Smith Barney Shearson
Global Opportunities Fund, a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Fund"), subject to the following terms and
conditions:
Section 1. Annual Fee.
(a) Class A Service Fee. The Fund will pay to the distributor of its
shares, Smith Barney Shearson Inc., a corporation organized under the laws of
the State of Delaware ("Distributor"), a service fee under the Plan at the
annual rate of .25% of the average daily net assets of the Fund attributable
to the Class A shares (the "Class A Service Fee").
(b) Service Fee for Class B shares. The Fund will pay to the
Distributor a service fee under the Plan at the annual rate of .25% of the
average daily net assets of the Fund attributable to the Class B shares (the
"Class B Service Fee").
(c) Service Fee for Class D shares. The Fund will pay to the
Distributor a service fee under the Plan at the annual rate of .25% of the
average daily net assets of the Fund attribute to the Class D shares (the
"Class D Service," and collectively with the Class A Service Fee and the Class
B Service Fee, the "Service Fees").
(d) Distribution Fee for Class B shares. In addition to the Class B
Service Fee, the Fund will pay the Distributor a distribution fee under the
Plan at the annual rate of .75% of the average daily net assets of the Fund
attributable to the Class B shares (the "Class B Distribution Fee").
(e) Distribution Fee for Class D shares.. In addition to the Class D
Service Fee, the Trust will pay the Distributor a distribution fee under the
Plan at the annual rate of .75% of the average daily net assets of the Fund
attributable to the Class D shares (the "Class D Distribution Fee," and
collectively with the Class B Distribution Fee, the "Distribution Fees").
(f) Payment of Fees. The Service Fees and Distribution Fee will be
calculated daily and paid monthly by the Trust with respect to the foregoing
classes of the Fund's shares (each a "Class" and together the "Classes") at
the annual rates indicated above.
Section 2. Expenses Covered by the Plan.
With respect to expenses incurred by each Class, its respective
Service Fees and/or Distribution Fees may be used for: (a) costs of printing
and distributing the Fund's prospectus, statement of additional information
and reports to prospective investors in the Fund; (b) costs involved in
preparing, printing and distributing sales literature pertaining to the Fund;
(c) an allocation of overhead and other branch office distribution-related
expenses of the Distributor; (d) payments made to, and expenses of, Smith
Barney Shearson Financial Consultants and other persons who provide support
services in connection with the distribution of the Fund's shares, including
but not limited to, office space and equipment, telephone facilities,
answering routine inquires regarding the Fund, processing shareholder
transactions and providing any other shareholder services not otherwise
provided by the Fund's transfer agent; and (e) accruals for interest on the
amount of the foregoing expenses that exceed the Distribution Fee and, in the
case of Class B shares, the contingent deferred sales charge received by the
Distributor; provided, however, that the Distribution Fees may be used by the
Distributor only to cover expenses primarily intended to result in the sale of
the Fund's Class B and D shares, including without limitation, payments to
Distributor's financial consultants at the time of the sale of Class B and D
shares. In addition, Service Fees are intended to be used by the Distributor
primarily to pay its financial consultants for servicing shareholder accounts,
including a continuing fee to each such financial consultant, which fee shall
begin to accrue immediately after the sale of such shares.
Section 3. Approval of Shareholders
The Plan will not take effect, and no fees will be payable in accordance
with Section 1 of the Plan, with respect to a Class until the Plan has been
approved by a vote of at least a majority of the outstanding voting securities
of the Class. The Plan will be deemed to have been approved with respect to a
Class so long as a majority of the outstanding voting securities of the Class
votes for the approval of the Plan, notwithstanding that: (a) the Plan has
not been approved by a majority of the outstanding voting securities of any
other Class, or (b) the Plan has not been approved by a majority of the
outstanding voting securities of the Fund.
Section 4. Approval of Trustees.
Neither the Plan nor any related agreements will take effect until
approved by a majority of both (a) the full Board of Trustees of the Fund and
(b) those Trustees who are not interested persons of the Fund and who have no
direct or indirect financial interest in the operation of the Plan or in any
agreements related to it (the "Qualified Trustees"), cast in person at a
meeting called for the purpose of voting on the Plan and the related
agreements.
Section 5. Continuance of the Plan.
The Plan will continue in effect with respect to each Class until July
31, 1994, and thereafter for successive twelve-month periods with respect to
each Class; provided, however, that such continuance is specifically approved
at least annually by the Trustees of the Trust and by a majority of the
Qualified Trustees.
Section 6. Termination.
The Plan may be terminated at any time with respect to a Class (i) by
the Fund without the payment of any penalty, by the vote of a majority of the
outstanding voting securities of such Class or (ii) by a vote of the Qualified
Trustees. The Plan may remain in effect with respect to a particular Class
even if the Plan has been terminated in accordance with this Section 6 with
respect to any other Class.
Section 7. Amendments.
The Plan may not be amended with respect to any Class so as to increase
materially the amounts of the fees described in Section 1 above, unless the
amendment is approved by a vote of the holders of at least a majority of the
outstanding voting securities of that Class. No material amendment to the
Plan may be made unless approved by the Fund's Board of Trustees in the manner
described in Section 4 above.
Section 8. Selection of Certain Trustees.
While the Plan is in effect, the selection and nomination of the Fund's
Trustees who are not interested persons of the Fund will be committed to the
discretion of the Trustees then in office who are not interested persons of
the Fund.
Section 9. Written Reports
In each year during which the Plan remains in effect, a person
authorized to direct the disposition of monies paid or payable by the Fund
pursuant to the Plan or any related agreement will prepare and furnish to the
Fund's Board of Trustees and the Board will review, at least quarterly,
written reports, complying with the requirements of the Rule, which sets out
the amounts expended under the Plan and the purposes for which those
expenditures were made.
Section 10. Preservation of Materials.
The Fund will preserve copies of the Plan, any agreement relating to the
Plan and any report made pursuant to Section 9 above, for a period of not less
than six years (the first two years in an easily accessible place) from the
date of the Plan, agreement or report.
Section 11. Meanings of Certain Terms.
As used in the Plan, the terms "interested person" and "majority of the
outstanding voting securities" will be deemed to have the same meaning that
those terms have under the 1940 Act by the Securities and Exchange Commission.
Section 12. Limitation of Liability.
It is expressly agreed that the obligations of the Fund hereunder shall
not be binding upon any of the Trustees, 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 of the Trust. The execution and
delivery of this Plan has been authorized by the Trustees and by shareholders
of the Fund holding at least a majority of the outstanding voting securities
and signed by an authorized officer of the Fund, acting as such, and neither
such authorization by such Trustees 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 trust property of the Fund as provided in the Trust's Master
Trust Agreement.
IN WITNESS WHEREOF, the Fund executed the Plan as of July 30, 1993.
SMITH BARNEY SHEARSON
GLOBAL OPPORTUNITIES FUND
By: /s/ Heath B. McLendon
Heath B. McLendon
Chairman of the Board
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