Smith Barney Shearson Convertible Fund
Smith Barney Shearson Diversified Strategic Income Fund
Smith Barney Shearson Global Bond Fund
Smith Barney Shearson High Income Fund
Smith Barney Shearson Money Market Fund
Smith Barney Shearson Premium Total Return Fund
Smith Barney Shearson Tax-Exempt Income Fund
Smith Barney Shearson Utilities Fund
Smith Barney Shearson Growth and Income Fund
Smith Barney Shearson Strategic Investors Fund
Supplement dated May 20, 1994 to Prospectuses*
The following information updates the disclosure found in the
Prospectus of the funds listed above (each a "Fund") under "Management of
the Fund:"
Effective May 4, 1994, Smith, Barney Advisers, Inc. ("Smith Barney
Advisers") will serve as the Fund's administrator and The Boston Company
Advisors, Inc. ("Boston Advisors") will serve as the Fund's sub-
administrator. On May 4, 1994, the Fund's Board approved a new
administration agreement with Smith Barney Advisers containing
substantially the same terms and conditions, including the level of fees,
as the current agreement. Smith Barney Advisers, among other
responsibilities, provides senior executive management for the Fund and
generally oversees and directs all aspects of the Fund's administration and
operation. The Board also approved a sub-administration agreement with
Boston Advisors. Boston Advisors, among other responsibilities, calculates
the net asset value of the Fund's shares and generally assists in various
aspects of the Fund's administration and operation. Under the
arrangements, Boston Advisors will be paid a portion of the amount paid by
the Fund to Smith Barney Advisers at a rate as agreed upon from time to
time between Smith Barney Advisers and Boston Advisors.
_________________
* Prospectuses dated:
Convertible Fund 12/1/93
Diversified Strategic Income Fund 12/1/93
Global Bond Fund 12/1/93
High Income Fund 12/1/93
Money Market Fund 12/1/93
Premium Total Return Fund 12/1/93
Tax-Exempt Income Fund 12/1/93
Utilities Fund 12/1/93
Growth and Income Fund 4/1/94
Strategic Investors Fund 4/1/94
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