SMITH BARNEY SHEARSON SECTOR ANALYSIS FUND
(the "Fund")
SUPPLEMENT TO PROSPECTUS
dated April 1, 1994
On April 4, 1994, the Board of Trustees of Smith Barney Shearson Equity
Funds approved a proposed reorganization pursuant to which the assets of the
Fund would be acquired by Smith Barney Shearson Strategic Investors Fund
("STAG"), a subtrust of Smith Barney Shearson Equity Funds, through an
exchange of shares of STAG and the assumption by STAG of substantially all of
the Fund's liabilities. These shares would then be distributed to
shareholders of the Fund in liquidation of the Fund. The Fund and STAG have
substantially similar investment objectives.
Under the terms of the proposed reorganization, each shareholder of the
Fund would become a shareholder of STAG, receiving shares of the STAG with a
value equal to the value of the shareholder's investment in the Fund in
accordance with the terms of the plan of reorganization. No sales charge
would be imposed in the transaction, and it is anticipated that no gain or
loss for Federal income tax purposes will be recognized by shareholders as a
result of the reorganization.
The proposed reorganization is subject to the fulfillment of certain
conditions, including the approval of shareholders of the Fund. Proxy
materials describing the proposed reorganization will be mailed to Fund
shareholders in anticipation of a meeting of shareholders expected to be held
in June, 1994. If approved by shareholders at that time, the transaction will
occur as soon after the meeting as practicable. In anticipation of the
meeting of shareholders, effective May 13, 1994, no further purchase of shares
of the Fund will be accepted nor will exchanges into the Fund be allowed.
Dated: April 5, 1994
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