SMITH BARNEY EQUITY FUNDS, 497, 2000-03-13

SMITH BARNEY EQUITY FUNDS
497, 2000-03-13

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Smith Barney
EQUITY FUNDS

388 Greenwich Street
New York, New York 10013
800-451-2010

Concert Social
- --------------
Awareness Fund
Prospectus

May 31, 1999

As amended March 13, 2000

Class A and Class B Shares

The Securities and Exchange
Commission has not approved
or disapproved these securities
or determined whether this
prospectus is accurate or
complete. Any statement to the
contrary is a crime.

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INVESTMENT PRODUCTS: NOT FDIC INSURED o NO BANK GUARANTEE o MAY LOSE VALUE
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<PAGE>

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Contents

Investments, risks and performance 2
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More on the fund's investments 4
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More on the fund's social awareness criteria 4
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Management 5
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Choosing a share class to buy 6
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Sales charges 7
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Class A sales charge 7
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Class B sales charge 8
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Buying shares and exchanging shares 10
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Redeeming shares 11
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Other things to know about share transactions 12
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Dividends, distributions and taxes 13
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Financial highlights 14
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About the manager

The fund's investment manager is SSB Citi Fund Management LLC, an affiliate of
Citigroup Inc. The manager selects the fund's investments and oversees its
operations. The manager and Salomon Smith Barney are subsidiaries of Citigroup
Inc. Citigroup businesses produce a broad range of financial services.

You should know

An investment in the fund is not a bank deposit and is not insured or guaranteed
by the FDIC or any other government agency.

1 | CONCERT SOCIAL AWARENESS FUND PROSPECTUS
<PAGE>

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Investments, risks and performance

Investment objective

The fund seeks high total return consisting of capital appreciation and current
income.

Principal investment strategies

Key investments The fund invests primarily in common stocks and other equity
securities of U.S. companies. Equity securities include exchange traded and
over-the-counter common stocks and preferred shares, debt securities convertible
into equity securities, and warrants and rights relating to equity securities.
The fund also normally invests between 15% and 35% of its assets in fixed income
securities. The fixed income securities in which the fund invests are primarily
investment grade, and may be of any maturity. The fund also may invest a portion
of its assets in equity and debt securities of foreign issuers. As described
below, the fund emphasizes companies that both offer attractive investment
opportunities and demonstrate a positive awareness of their impact on the
society in which they operate, relative to other companies in their industry.

Selection process Equity Securities. The fund invests in a broad range of
companies, industries and sectors, without regard to market capitalization. The
manager uses a "value" approach to selecting equity securities. In selecting
individual equity securities, the manager looks for companies it believes are
undervalued. Specifically, the manager looks for:

o Attractive risk-adjusted price/earnings ratio, relative to growth

o Positive earnings trends

o Favorable financial condition

Fixed Income Securities. In selecting fixed income investments, the manager:

o Determines sector and maturity weightings based on intermediate and
long-term assessments of the economic environment and interest rate
outlook

o Uses fundamental credit analysis to determine the relative value of bond
issues

o Identifies undervalued bonds and attempts to avoid bonds that may be
subject to credit downgrades

Social Awareness Criteria. As a component of the selection process, the manager
considers whether, relative to other companies in an industry, a company that
meets these investment criteria also is sensitive to social issues related to
its products, services, or methods of doing business.

Social factors considered include:

o Fairness of employment policies and labor relations

o Involvement in community causes

o Efforts and strategies to minimize the negative impact of business
activities and products and to embrace alternatives to unsafe polluting
and wasteful activities or products

o Responsibility and fairness of advertising and marketing practices

In addition, the fund seeks to avoid investing in a company if the manager has
significant reason to believe it is engaged in:

o Tobacco production

o Production of weapons

o Ownership or design of nuclear facilities

Principal risks of investing in the fund

Investors could lose money on their investment in the fund, or the fund may not
perform as well as other investments, if:

o The stock market declines

o Socially aware companies fall out of favor with investors or fail to
perform as well as companies that do not fit the fund's social criteria

o Interest rates rise, causing the value of fixed income securities in the
fund's portfolio to decline

o The issuer of a fixed income security owned by the fund defaults on its
obligation to pay principal and/or interest or the security's credit
rating is downgraded

o The manager's judgment about the attractiveness, value or appreciation of
a particular security, or the creditworthiness of a company in which the
fund invests, proves to be incorrect

Because the manager uses social awareness criteria as a component of its
selection process, the fund's universe of investments may be smaller than that
of other funds. In some circumstances, this could cause the fund's return to be
lower than that of a fund that may invest in other issuers with strong earnings
and growth potential, but that do not meet the fund's social awareness criteria.

Who may want to invest The fund may be an appropriate investment if you:

o Are seeking to invest in a portfolio with a socially aware component

o Are seeking a combination of capital appreciation and current income

o Are willing to accept the risks of the stock and bond markets

2 | CONCERT SOCIAL AWARENESS FUND PROSPECTUS
<PAGE>

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Investments, risks and performance, continued
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Risk return bar chart
================================================================================

This bar chart indicates the risks of investing in the fund by showing changes
in the fund's performance from year to year. Past performance does not
necessarily indicate how the fund will perform in the future.

The bar chart shows the performance of the fund's Class B shares for each of the
past 10 calendar years. Class A shares would have different performance because
of different expenses. The performance information in the chart does not reflect
sales charges, which would reduce your return.

Quarterly returns: Highest: 19.07% in 4th quarter 1998;
Lowest: (11.69)% in 3rd quarter 1990.

Total Return for Class B Shares

[The following table was represented as a bar chart in the printed material.]

Calendar years
ended December 31

89 21.16
90 -2.19
91 26.45
92 6.59
93 14.66
94 -1.75
95 24.01
96 11.42
97 20.38
98 26.63

Risk return table
================================================================================

This table indicates the risks of investing in the fund by comparing the average
annual total return of each class for the periods shown with that of the
Standard & Poor's 500 ("S&P 500") Index, an unmanaged index of widely held
common stocks and the Lehman Government/ Corporate Bond ("Lehman Gov/Corp")
Index, an unmanaged combination of government and bond indexes, including U.S.
treasury and agency securities and yankee bonds. This table assumes imposition
of the maximum sales charge applicable to the class, redemption of shares at the
end of the period, and reinvestment of distributions and dividends.

Average Annual Total Returns Calendar Years Ended December 31, 1998

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Since Inception
Class 1 year 5 years 10 years Inception Date
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
A 21.15% 15.32% n/a 15.67% 11/06/92
- ----------------------------------------------------------------------------------------------------
B 21.63% 15.54% 14.25% 12.66% 02/02/87
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S&P 500 28.60% 24.05% 19.19% 16.37% *
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Lehman Gov/
Corp Index 9.47% 7.30% 9.33% 8.52% *
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</TABLE>

* Index comparison begins on February 28, 1987

Fee Table
================================================================================

This table sets forth the fees and expenses you will pay if you invest in fund
shares.

Shareholder fees (fees paid directly from your investment) Class A Class B

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<S> <C> <C>
Maximum sales charge (load) imposed on purchases (as a % of
offering price) 5.00% None
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Maximum deferred sales charge (load) (as a % of the lower of net
asset value at purchase or redemption) None* 5.00%
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<CAPTION>

Annual fund operating expenses
(expenses deducted from fund assets) Class A Class B

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<S> <C> <C>
Management fee 0.75% 0.75%
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Distribution and service (12b-1) fees 0.25 1.00
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Other expenses 0.19 0.19
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Total annual fund operating expenses 1.19% 1.94%
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</TABLE>

* You may buy Class A shares in amounts of $500,000 or more at net asset
value (without an initial sales charge) but if you redeem those shares
within 12 months of their purchase, you will pay a deferred sales charge
of 1.00%.

Example
================================================================================

This example helps you compare the costs of investing in the fund with the costs
of investing in other mutual funds. Your actual costs may be higher or lower.

Number of years you own your shares* 1 year 3 years 5 years 10 years

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<S> <C> <C> <C> <C>
Class A (with or without redemption) $615 $859 $1,122 $1,871
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Class B (redemption at end of period) $697 $909 $1,147 $2,070
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Class B (no redemption) $197 $609 $1,047 $2,070
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</TABLE>

*The example assumes:

o You invest $10,000 in the fund for the period shown
o Your investment has a 5% return each year
o You reinvest all distributions and dividends without a sales charge
o The fund's operating expenses remain the same
o Conversion of Class B shares to Class A shares after 8 years

3 | CONCERT SOCIAL AWARENESS FUND PROSPECTUS
<PAGE>

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More on the fund's investments

Derivative contracts

The fund may, but need not, use derivative contracts, such as futures and
options on securities or securities indices, options on these futures, and
interest rate futures, for any of the following purposes:

o To hedge against the economic impact of adverse changes in the market
value of portfolio securities, because of changes in interest rates or
stock prices

o As a substitute for buying or selling securities

A derivative contract will obligate or entitle a fund to deliver or receive an
asset or cash payment based on the change in value of one or more securities or
indices. Even a small investment in derivative contracts can have a big impact
on a fund's interest rate or stock market exposure. Therefore, using derivatives
can disproportionately increase losses and reduce opportunities for gains. The
fund may not fully benefit from or may lose money on derivatives if changes in
their value do not correspond accurately to changes in the value of the fund's
holdings. The other parties to certain derivative contracts present the same
types of default risk as issuers of fixed income securities. Derivatives can
also make a fund less liquid and harder to value, especially in declining
markets.

Foreign securities

The fund may invest a portion of its assets, generally under 15% (but not more
than 25%), in securities of foreign issuers. These securities generally include
American Depositary Receipts (ADRs), Yankee Bonds and other securities quoted in
U.S. dollars, but may also include non-U.S. dollar denominated securities.
Because the fund may invest in securities of foreign issuers, the fund carries
additional risks. The value of your investment may decline if the U.S. and/or
foreign stock markets decline, currency rates adversely affect the value of
foreign currencies relative to the U.S. dollar, or an adverse event, such as an
unfavorable earnings report, depresses the value of a particular company's
stock. Prices of foreign securities may decline because of foreign government
actions, political instability or the more limited availability of accurate
information about foreign companies. These risks are greater for issuers in
emerging markets.

Defensive investing

The fund may depart from its principal investment strategies in response to
adverse market, economic or political conditions by taking temporary defensive
positions in all types of money market and short-term debt securities. If the
fund takes a temporary defensive position, it may be unable to achieve its
investment goal.

More on the fund's social awareness criteria

The manager believes that there is a direct correlation between companies that
demonstrate an acute awareness of their impact on the society within which they
operate and companies which offer attractive long-term investment potential. The
manager believes that addressing social issues in a positive manner can
translate into sound business. For example, by ensuring a product or service
does not negatively impact the environment, a company can avoid costly
litigation and clean-up costs; and by maintaining positive standards for the
workplace and a diverse employee population, a company can better ensure access
to quality management talent and improved productivity; or by becoming more
involved in the community, a company can enhance its consumer franchise. The
manager also believes that top quality management teams who successfully balance
their companies' business interest with their social influences can gain
significant competitive advantages over the long run, which may result in
increased shareholder values and, therefore, make the company's shares a better
investment. The fund is designed to combine both financial and social criteria
in all of its investment decisions.

The manager will use its best efforts to assess a company's social performance.
This analysis will be based on present activities, and will not preclude
securities solely because of past activities. The manager will monitor the
social progress or deterioration of each company in which the fund invests.

4 | CONCERT SOCIAL AWARENESS FUND PROSPECTUS
<PAGE>

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Management

Manager

The fund is a portfolio of Smith Barney Equity Funds and the fund's investment
manager is SSB Citi Fund Management LLC, an affiliate of Citigroup Inc. The
manager's address is 388 Greenwich Street, New York, New York 10013. The manager
selects the fund's investments and oversees its operations. Citigroup businesses
provide a broad range of financial services -- asset management, banking and
consumer finance, credit and charge cards, insurance, investments, investment
banking and trading -- and use diverse channels to make them available to
consumer and corporate customers around the world.

Robert J. Brady and Ellen S. Cammer, each an investment officer of the manager
and a managing director of Salomon Smith Barney, have been responsible for the
day-to-day management of the fund's portfolio since 1995.

Management fee

For its services, the manager received a fee during the fund's last fiscal year
equal to 0.55% of the fund's average daily net assets. In addition, the manager
received a fee for its administrative services to the fund equal to 0.20% of the
fund's average daily net assets.

Distributor

CFBDS, Inc. serves as the fund's distributor. Broker-dealers and financial
institutions (called Service Agents) that have entered into a dealer agreement
with the distributor sell shares of the funds to the public.

Distribution plan

The fund has adopted a Rule 12b-1 distribution plan for its Class A and B
shares. Under the plan, the fund pays distribution and/or service fees. These
fees are an ongoing expense and, over time, may cost you more than other types
of sales charges.

5 | CONCERT SOCIAL AWARENESS FUND PROSPECTUS
<PAGE>

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Choosing a share class to buy

Share classes
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You can choose between Class A shares and Class B shares. The classes have
different sales charges and expenses, allowing you to choose the class that best
meets your needs. When choosing which class of shares to buy you should
consider:

o How much you plan to invest

o How long you expect to own the shares

o The expenses paid by each class

o Whether you qualify for any reduction or waiver of sales charges

Investment Minimums
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Minimum initial and additional investments amount vary depending on the class of
shares you buy and the nature of your investment account.

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Initial Additional
Both Classes Both Classes
General $1,000 $50
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IRA's, Self Employed Retirement Plans,
Uniform Gift to Minor Accounts $250 $50
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Qualified Retirement Plans* $25 $25
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Systematic Investment Plans $25 $25

* Qualified retirement plans are retirement plans qualified under Section
403(b)(7) or Section 401(a) of the Internal Revenue Code, including 401(k)
plans

Comparing the fund's classes
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Your account representative may receive different compensation depending upon
which class you choose.

Class A Class B
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Key Features o Initial sales charge o No initial sales charge

o You may qualify for o Deferred sales charge
reduction or waiver of declines over time
initial sales charge
o Converts to Class A
o Lower annual expenses after 8 years

o Higher annual expenses
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Initial sales charge Up to 5%; reduced for None
large purchases and
waived for certain
investors. No charge for
purchases of $500,000 or
more
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Deferred Sales charge None, except for Up to 5% charged when you
purchases of $500,000 or redeem shares. The charge
more -- 1% if you redeem is reduced over time and
within 1 year of purchase there is no deferred
sales charge after 6
years
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Annual distribution 0.25% of average daily 1% of average daily net
and service fees net assets assets
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Exchangeable into Class A shares of certain Class B shares of certain
Concert brand funds and Concert brand funds and
CitiFunds(SM) Cash CitiFunds(SM) Cash
Reserves. Reserves.
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6 | CONCERT SOCIAL AWARENESS FUND PROSPECTUS
<PAGE>

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Class A sales charge

Class A shares

You buy Class A shares at the offering price, which is the net asset value plus
a sales charge. You pay a lower sales charge as the size of your investment
increases to certain levels called breakpoints. You do not pay a sales charge on
the fund's distributions or dividends you reinvest in additional Class A shares.

To learn more about the accumulation privilege, letters of intent, waivers for
certain investors and other options to reduce your sales charge, ask your
service Agent or consult the Statement of Additional Information (SAI).

================================================================================
Sales Charge as a % of
================================================================================
Offering Net amount
Amount of purchase price (%) invested (%)
================================================================================
Less than $25,000 5.00% 5.26%
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$25,000 but less than $50,000 4.00 4.17
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$50,000 but less than $100,000 3.50 3.63
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$100,000 but less than $250,000 3.00 3.09
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$250,000 but less than $500,000 2.00 2.04
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$500,000 or more* 0.00 0.00
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* Investments of $500,000 or more You do not pay an initial sales charge
when you buy $500,000 or more of Class A shares. However, if you redeem
these Class A shares within one year of purchase, you will pay a deferred
sales charge of 1%.

Qualifying for reduced Class A sales charges

There are two ways you can combine multiple purchases of Class A shares of
Concert brand funds to take advantage of the breakpoints in the sales charge
schedule.

o Accumulation privilege -- lets you add the current value of Class A shares
of the funds already owned by you or members of your immediate family (and
for which you paid a sales charge) to the amount of your next purchase of
Class A shares for purposes of calculating the sales charge. Certain
trustees and fiduciaries may be entitled to combine accounts in
determining their sales charge.

o Letter of intent -- lets you purchase Class A shares of one or more funds
over a 13-month period and pay the same sales charge, if any, as if all
shares had been purchased at once. You may include purchases on which you
paid a sales charge made within 90 days before you sign the letter.

Waivers for certain Class A investors

Class A initial sales charges are waived for certain types of investors,
including:

o Employees of members of the NASD

o 403(b) or 401(k) retirement plans, if certain conditions are met

o Investors who redeemed Class A shares of Concert brand funds in the past
60 days, if your Service Agent is notified

o Employees and retired employees of Citigroup and subsidiaries (including
immediate families of any of the foregoing)

o Accounts for which a Citigroup affiliate performs investment advisory
services

o Other waivers may apply. Please consult the SAI for a complete list.

7 | CONCERT SOCIAL AWARENESS FUND PROSPECTUS
<PAGE>

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Class B sales charge

Class B deferred sales charge

You buy Class B shares at net asset value without paying an initial sales
charge. However, if you redeem your Class B shares within six years of purchase,
you will pay a deferred sales charge. The deferred sales charge decreases as the
number of years since your purchase increases.

If you want to learn about additional waivers of deferred sales charges, contact
your Service Agent or consult the Statement of Additional Information ("SAI").

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Year after purchase 1st 2nd 3rd 4th 5th 6th through 8th
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Deferred sales charge 5.00% 4.00% 3.00% 2.00% 1.00% 0%
==========================================================================================
</TABLE>

Calculation of deferred sales charge

The deferred sales charge is based on the net asset value at the time of
purchase or redemption, whichever is less, and therefore you do not pay a sales
charge on amounts representing appreciation or depreciation. In addition, you do
not pay a deferred sales charge on shares exchanged for shares of certain
Concert brand funds or CitiFunds(SM) Cash Reserves, shares representing
reinvested distributions and dividends or shares no longer subject to the
deferred sales charge.

Deferred sales charge waivers

The deferred sales charge for each class will generally be waived:

o To make payments through certain systematic withdrawal plans

o To make certain distributions from a retirement plan

o For involuntary redemptions of small account balances

o For 12 months following the death or disability of a shareholder

Other waivers may apply. Please consult the SAI for a complete list.

Class B conversion

After 8 years, Class B shares automatically convert into Class A shares. This
helps you because Class A shares have lower annual expenses. Your Class B shares
will convert to Class A shares as follows:

================================================================================
Shares Issued at Initial Purchase
- --------------------------------------------------------------------------------

o Eight years after the date of purchase

Shares Issued on Reinvestment of Distribution and Dividends
- --------------------------------------------------------------------------------

o In the same proportion that the number of Class B shares converting is to
total Class B shares you own (excluding shares issued as dividends)

Shares Issued Upon Exchange from Another Fund
- --------------------------------------------------------------------------------

o On the date the shares originally acquired would have converted into Class
A shares

8 | CONCERT SOCIAL AWARENESS FUND PROSPECTUS
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Buying shares and exchanging shares

How to buy shares

o Shares of the fund may be purchased from the distributor or your Service
Agent that has entered into a service agreement with the distributor
concerning the funds. Please specify whether you are purchasing Class A or
Class B shares. If you fail to specify, Class A shares will be purchased
for your account.

o Your Service Agent will not transmit your purchase order for fund shares
until it receives the purchase price in federal or other immediately
available funds. If you pay by check, the Service Agent transmits the
order when the check clears.

o If you are a customer of a Service Agent, your Service Agent will
establish and maintain your account and be the shareholder of record. If
you wish to transfer your account, you may only transfer it to another
financial institution.

For more information, contact your Service Agent or consult the SAI.

Exchanges

You may exchange fund shares for shares of certain Concert brand funds or of
CitiFunds(SM) Cash Reserves. Shareholders exchanging into another fund should
read the prospectus for that fund describing the shares being acquired for more
information. An exchange is a taxable transaction.

o You may place exchange orders through your Service Agent. You may place
exchange orders by telephone if your account application permits. Your
Service Agent can provide you with more information, including a
prospectus for CitiFunds(SM) Cash Reserves so that it may be acquired
through an exchange.

o You must meet the minimum investment amount for each fund.

o Your fund may suspend or terminate your exchange privilege if you engage
in an excessive pattern of exchanges.

o Your shares will not be subject to an initial sales charge at the time of
the exchange. Your deferred sales charge (if any) will continue to be
measured from the date of your original purchase. If the fund that you
exchange into has a higher deferred sales charge, you will be subject to
that charge. If you exchange again to a fund with a lower charge, the
sales charge will not be reduced.

To learn more about the exchange privileges, contact your Service Agent or
consult the SAI.

9 | CONCERT SOCIAL AWARENESS FUND PROSPECTUS
<PAGE>

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Redeeming shares

How to redeem shares

o You may sell (redeem) your shares on any business day. In all cases, your
redemption price is the net asset value next determined after your request
is received in good order.

o You may make redemption requests in writing through your Service Agent.
Each Service Agent is responsible for promptly submitting redemption
requests to the Fund's sub transfer agent. You are responsible for making
sure your redemption request is in proper form.

o The fund has an automatic plan which allows you to automatically withdraw
a specific dollar amount from your account on a regular basis. You must
have at least $10,000 in your account to participate in this program.
Under the plan, if your shares are subject to a deferred sales charge, you
may only withdraw up to 10% of the value of your account in any year, but
you will not be subject to a deferred sales charge on the shares withdrawn
under the plan. For more information, please contact your Service Agent.

o If you own both Class A and Class B shares, and want to sell shares, you
should specify which class of shares you wish to sell. If you fail to
specify, Class A shares will be redeemed first.

10 | CONCERT SOCIAL AWARENESS FUND PROSPECTUS
<PAGE>

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Other things to know about share transactions

Share price

You may buy, exchange or redeem fund shares at the net asset value, adjusted for
any applicable sales charge, next determined after receipt of your request in
good order. The fund's net asset value is the value of its assets minus its
liabilities. Net asset value is calculated separately for each class of shares.
The fund calculates its net asset value every day the New York Stock Exchange is
open. The Exchange is closed on certain holidays listed in the SAI. This
calculation is done at 4:00 p.m., Eastern time, or when regular trading closes
on the Exchange, if earlier.

The fund generally values its securities based on market prices or quotations.
The fund's currency conversions are done when the London stock exchange closes,
which is 12 noon, Eastern time. When market prices are not available, or when
the manager believes they are unreliable or that the value of a security has
been materially affected by events occurring after a foreign exchange closes,
the fund may price those securities at fair value. Fair value is determined in
accordance with procedures approved by the fund's board. A fund that uses fair
value to price securities may value those securities higher or lower than
another fund that uses market quotations to price the same securities.

International markets may be open on days when U.S. markets are closed and the
value of foreign securities owned by a fund could change on days when you cannot
buy or redeem shares.

In order to buy, redeem or exchange shares at that day's price, you must place
your order with your Service Agent before the New York Stock Exchange closes. If
the Exchange closes early, you must place your order prior to the actual closing
time. Otherwise, you will receive the next business day's price.

Your Service Agent and other members of the fund's selling group must transmit
all orders to buy, exchange or redeem shares to the fund's transfer agent before
the close of business.

Important address

Manager: SSB Citi Fund Management LLC
388 Greenwich Street, MF2
New York, New York 10013

11 | CONCERT SOCIAL AWARENESS FUND PROSPECTUS
<PAGE>

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Dividends, distributions and taxes

Dividends and distributions

Annual distributions of income and capital gain normally take place at the end
of the year in which the income or gain is realized or the beginning of the next
year.

The fund normally pays dividends and distributes capital gains, if any, in
December.

The fund may pay additional distributions and dividends at other times if
necessary for the fund to avoid a federal tax. Capital gains distributions and
dividends are reinvested in additional fund shares of the same class that you
hold. You do not pay a sales charge on reinvested distributions or dividends.
Alternatively, you can instruct your Service Agent to have your distributions
and/or dividends paid in cash. You can change your choice at any time to be
effective as of the next distribution or dividend, except that any change given
to the fund's transfer agent less than five days before the payment date will
not be effective until the next distribution or dividend is made.

Taxes

In general, redeeming shares, exchanging shares and receiving distributions
(whether in cash or additional shares) are all taxable events.

=============================================================
Transaction Federal Income Tax Status
- -------------------------------------------------------------
Redemption or Usually capital gain or
exchange of shares loss; long term only if
shares owned more than
one year
- -------------------------------------------------------------
Long-term capital gain Long-term capital gain
distributions
- -------------------------------------------------------------
Short-term capital gain Ordinary income
distributions
- -------------------------------------------------------------
Dividends Ordinary income
- -------------------------------------------------------------

Long-term capital gain distributions are taxable to you as long-term capital
gain regardless of how long you have owned your shares. You may want to avoid
buying shares when a fund is about to declare a long-term capital gain
distribution or a taxable dividend, because it will be taxable to you even
though it may actually be a return of a portion of your investment.

After the end of each year, the fund will provide you with information about the
distributions and dividends that you received and any redemptions of shares
during the previous year. If you do not provide the fund with your correct
taxpayer identification number and any required certifications, you may be
subject to back-up withholding of 31% of your distributions, dividends (other
than exempt-interest dividends), and redemption proceeds. Because each
shareholder's circumstances are different and special tax rules may apply, you
should consult with your tax adviser about your investment in a fund and your
receipt of dividends, distributions or redemption proceeds.

12 | CONCERT SOCIAL AWARENESS FUND PROSPECTUS
<PAGE>

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Financial highlights

The financial highlights tables are intended to help you understand the
performance of each class for the past 5 years (or since inception if less than
5 years). Certain information reflects financial results for a single share.
Total return represents the rate that a shareholder would have earned (or lost)
on a fund share assuming reinvestment of all dividends and distributions. The
information in the following tables for the fiscal years 1996 through 1999 was
audited by KPMG LLP, independent accountants. The 1995 fiscal year was audited
by other independent accountants.

<TABLE>
<CAPTION>
For a Class A share of capital stock outstanding throughout each year ended January 31:

1999(1) 1998 1997 1996 1995
====================================================================================================
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 20.57 $ 19.36 $ 19.00 $ 15.91 $ 17.72
- ----------------------------------------------------------------------------------------------------
Income (loss) from operations:
Net investment income 0.29 0.48 0.57 0.61 0.57
Net realized and unrealized gain (loss) 5.87 3.27 1.71 3.52 (1.25)
- ----------------------------------------------------------------------------------------------------
Total income (loss) from operations 6.16 3.75 2.28 4.13 (0.68)
- ----------------------------------------------------------------------------------------------------
Less distributions from:
Net investment income (0.26) (0.55) (0.60) (0.52) (0.47)
Net realized gains (0.53) (1.99) (1.32) (0.52) (0.66)
- ----------------------------------------------------------------------------------------------------
Total distributions (0.79) (2.54) (1.92) (1.04) (1.13)
- ----------------------------------------------------------------------------------------------------
Net asset value, end of year $ 25.94 $ 20.57 $ 19.36 $ 19.00 $ 15.91
- ----------------------------------------------------------------------------------------------------
Total return 30.47% 19.89% 12.41% 26.47% (3.82)%
- ----------------------------------------------------------------------------------------------------
Net assets, end of year (millions) $ 282 $ 202 $ 178 $ 175 $ 159
- ----------------------------------------------------------------------------------------------------
Ratios to average net assets:
Expenses 1.19% 1.19% 1.28% 1.21% 1.33%
Net investment income 1.23 2.34 2.98 3.10 2.89
- ----------------------------------------------------------------------------------------------------
Portfolio turnover rate 36% 62% 68% 81% 103%
- ----------------------------------------------------------------------------------------------------
</TABLE>

(1) Per share amounts calculated using the monthly average shares method.

For a Class B share of capital stock outstanding throughout each year ended
January 31:

<TABLE>
<CAPTION>
1999(1) 1998 1997 1996 1995
====================================================================================================
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 20.63 $ 19.42 $ 19.05 $ 15.97 $ 17.79
- ----------------------------------------------------------------------------------------------------
Income (loss) from operations:
Net investment income 0.11 0.33 0.43 0.49 0.39
Net realized and unrealized gain (loss) 5.89 3.27 1.71 3.53 (1.20)
- ----------------------------------------------------------------------------------------------------
Total income (loss) from operations 6.00 3.60 2.14 4.02 (0.81)
- ----------------------------------------------------------------------------------------------------
Less distributions from:
Net investment income (0.14) (0.40) (0.45) (0.42) (0.35)
Net realized gains (0.53) (1.99) (1.32) (0.52) (0.66)
- ----------------------------------------------------------------------------------------------------
Total distributions (0.67) (2.39) (1.77) (0.94) (1.01)
- ----------------------------------------------------------------------------------------------------
Net asset value, end of year $ 25.96 $ 20.63 $ 19.42 $ 19.05 $ 15.97
- ----------------------------------------------------------------------------------------------------
Total return 29.50% 18.95% 11.60% 25.58% (4.54)%
- ----------------------------------------------------------------------------------------------------
Net assets, end of year (millions) $ 198 $ 172 $ 203 $ 226 $ 216
- ----------------------------------------------------------------------------------------------------
Ratios to average net assets:
Expenses 1.94% 1.95% 2.03% 1.94% 2.00%
Net investment income 0.49 1.62 2.23 2.37 2.21
- ----------------------------------------------------------------------------------------------------
Portfolio turnover rate 36% 62% 68% 81% 103%
- ----------------------------------------------------------------------------------------------------
</TABLE>

(1) Per share amounts calculated using the monthly average shares method.

13 | CONCERT SOCIAL AWARENESS FUND PROSPECTUS
<PAGE>

- --------------------------------------------------------------------------------

Concert Social Awareness Fund

- --------------------------------------------------------------------------------
Additional Information about the Fund

SHAREHOLDER REPORTS.

Annual and semiannual reports to shareholders provide additional information
about the funds' investments. These reports discuss the market conditions and
investment strategies that significantly affected the fund's performance during
its last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION.

The combined statement of additional information provides more detailed
information about the fund. It is incorporated by reference into this combined
prospectus.

How to Obtain Additional Information.

o You may obtain shareholder reports and the statement of additional
information without charge by calling your Service Agent or
1-800-625-4554.

o Information about the fund (including the SAI) can be reviewed and copies
at the Commission's Public Reference Room in Washington, D.C. in addition,
information on the operation of the Public Reference Room may be obtained
by calling the Commission at 1-202-942-8090. Reports and other information
about the fund are available on the EDGAR Database on the Commission's
Internet site at http://www.sec.gov. Copies of this information may be
obtained for duplicating fee by electronic request at the following E-mail
address: [email protected], or by writing the Commission's Public
Reference Section, Washington, D.C. 20549-0102.

If someone provides you with information about the fund that is not in this
prospectus, you should not rely upon that information. Neither the fund nor the
distributor is offering to sell shares of the fund to any person to whom the
fund may not lawfully sell its shares.

(Investment Company Act file no. 811-4551

CISPW-SAF 3/00

STATEMENT OF ADDITIONAL INFORMATION May 31, 1999
As Amended September 29, 1999 and
March 13, 2000

This statement of additional information expands upon and
supplements the information contained in the current prospectuses,
each dated May 31, 1999, as amended or supplemented from time to
time, of Smith Barney Large Cap Blend Fund ("Large Cap Blend
Fund") (formerly Smith Barney Growth and Income Fund) and Concert
Social Awareness Fund ("Social Awareness Fund"). Each fund is a
series of Smith Barney Equity Funds (the "trust"). This statement
of additional information should be read in conjunction with the
funds' prospectuses, which may be obtained from a Salomon Smith
Barney Financial Consultant, a PFS Investments Inc. Registered
Representative, a Citibank Service Agent or by writing or calling
the trust at the address or telephone number set forth above. This
statement of additional information, although not in itself a
prospectus, is incorporated by reference into each fund's
prospectus in its entirety.

CONTENTS

Management of the Trust
2
Investment Objectives and Policies
5
Purchase, Exchange and Redemption of Shares
23
Distributor
36
Valuation of Shares
39
Performance Data
40
Dividends and Distributions
44
Taxes
45
Additional Information
48
Financial Statements
49
Appendix
A-
1

MANAGEMENT OF THE TRUST

The executive officers of the trust are employees of the following
organizations, which are among the organizations providing
services to the trust:

Name

Service

CFBDS, Inc.
("CFBDS")

Distributor of each fund
SSB Citi Fund Management LLC
("SSB Citi")
(formerly SSBC Fund Management
Inc.)

Investment Adviser and
Administrator of each fund
PNC Bank, National Association
("PNC")

Custodian
Smith Barney Private Trust
Company
("Transfer Agent")

Transfer Agent

These organizations and the services they perform for the trust
and the funds are discussed in the prospectuses and in this
statement of additional information.

Trustees and Executive Officers of the Trust

The names of the trustees and the executive officers of the trust,
together with information as to their principal business
occupations, are set forth below. Each trustee who is an
"interested person" of the trust, as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), is indicated by
an asterisk. The address of the "interested" trustees and the
executive officers of the trust is 388 Greenwich Street, New York,
New York 10013.

Lee Abraham, Trustee (Age 71). Retired; Formerly Chairman and
Chief Executive Officer of Associated Merchandising Corporation, a
major retail merchandising and sourcing organization; His address
is 106 Barnes Road, Stamford, Connecticut 06902.

Allan J. Bloostein, Trustee (Age 69). President of Allan J.
Bloostein Associates, a consulting firm; Director of CVS
Corporation, a drug store chain, and Taubman Centers Inc., a real
estate development company; Retired Vice Chairman and Director of
The May Department Stores Company; His address is 27 West 67th
Street, New York, New York 10023.

Jane Dasher, Trustee (Age 49). Investment Officer of Korsant
Partners, a family investment company; Prior to 1997, an
Independent Financial Consultant; From 1975 to 1987 held various
positions with Philip Morris Companies, Inc. including Director of
Financial Services, Treasurers Department; Her address is 283
Greenwich Avenue, Greenwich Connecticut 06830.

Donald R. Foley, Trustee (Age 76). Retired; Formerly Vice
President of Edwin Bird Wilson, Incorporated (an advertising
agency); His address is 3668 Freshwater Drive, Jupiter, Florida
33477.

Richard E. Hanson, Jr., Trustee (Age 57). Head of School, New
Atlanta Jewish Community High School, Atlanta, Georgia, since
September 1996; Formerly Headmaster, The Peck School, Morristown,
New Jersey; prior to July 1, 1994, Headmaster, Lawrence County Day
School-Woodmere Academy, Woodmere, New York; His address is 58 Ivy
Chase, Atlanta, Georgia 30342.

Paul Hardin, Trustee (Age 67). Professor of Law at University of
North Carolina at Chapel Hill; Director of The Summit
Bancorporation; Formerly, Chancellor of the University of North
Carolina at Chapel Hill; His address is 12083 Morehead, Chapel
Hill, North Carolina 27514.

*Heath B. McLendon, Chairman of the Board, President and Chief
Executive Officer (Age 66). Managing Director of Salomon Smith
Barney ("Salomon Smith Barney"), Director of 64 investment
companies associated with Citigroup Inc. ("Citigroup"); President
of SSB Citi and Travelers Investment Advisers, Inc. ("TIA"); and
former Chairman of the Board of Smith Barney Strategy Advisers
Inc.

Roderick C. Rasmussen, Trustee (Age 72). Investment Counselor;
Formerly Vice President of Dresdner and Company Inc. (investment
counselors). His address is 9 Cadence Court, Morristown, New
Jersey 07960.

John P. Toolan, Trustee (Age 68). Retired; Trustee of John Hancock
Funds; Formerly, Director and Chairman of Smith Barney Trust
Company, Director of Smith Barney Holdings Inc. and various
subsidiaries, Senior Executive Vice President, Director and Member
of the Executive Committee of Smith Barney. His address is 13
Chadwell Place, Morristown, New Jersey 07960.

R. Jay Gerken, Investment Officer (Age 48). Managing Director of
Salomon Smith Barney.

Robert J. Brady, Investment Officer (Age 59). Managing Director of
Salomon Smith Barney; previously Director of Investment Strategy
at EF Hutton and Special Situations Analyst for Forbes Inc.

Ellen S. Cammer, Investment Officer (Age 45). Managing Director of
Salomon Smith Barney.

Paul A. Brook, Controller (Age 45). Director of Salomon Smith
Barney; Controller or Assistant Treasurer of 43 investment
companies associated with Citigroup since 1998; Prior to 1998
Managing Director of AMT Capital Services Inc.; Prior to 1997,
Partner with Ernst & Young LLP; 45

Lewis E. Daidone, Senior Vice President and Treasurer (Age 41).
Managing Director of Salomon Smith Barney; Treasurer of 59
investment companies associated with Citigroup; Director and
Senior Vice President of SSB Citi and TIA.

Christina T. Sydor, Secretary (Age 48). Managing Director of
Salomon Smith Barney; Secretary of 59 investment companies
associated with Citigroup; General Counsel and Secretary of SSB
Citi and TIA.

As of May 14, 1999, the trust's trustees and officers of the funds
as a group owned less than 1.00% of the outstanding shares of the
trust.

As of May 14, 1999 to the knowledge of the funds and the board of
trustees, no single shareholder or group (as the term is used in
Section 13(d) of the Securities Act of 1934) beneficially owned
more than 5% of the outstanding shares of the fund with the
exception of the following:

FUND
CLASS
PERCEN
T
NAME
ADDRESS
Large Cap
Blend Fund
Y
49.78
Smith Barney Concert
Allocation Series Inc.
- - Growth Portfolio
PNC Bank N.A.
ATTN: Beverly Timson
200 Stevens
Drive
Suite 440
Lester, PA
19113
Large Cap
Blend Fund
Y
19.29
Smith Barney Concert
Allocation Series Inc.
- - High Growth
Portfolio
PNC Bank N.A.
ATTN: Beverly Timson
200 Stevens
Drive
Suite 440
Lester, PA
19113
Large Cap
Blend Fund
Y
15.38
Smith Barney Concert
Allocation Series Inc.
- - Balanced Portfolio
PNC Bank N.A.
ATTN: Beverly Timson
200 Stevens
Drive
Suite 440
Lester, PA
19113
Large Cap
Blend Fund
Y
8.83
Smith Barney Concert
Allocation Series Inc.
- - Select Growth
Portfolio
PNC Bank N.A.
ATTN: Beverly Timson
200 Stevens
Drive
Suite 440
Lester, PA
19113
Social
Awareness Fund
A
8.45
PFS Shareholder
Services (A)
ATTN: Jay Barnhill

3100
Breckinridge
Blvd
Duluth, GA
30199
Social
Awareness Fund
B
11.93
PFS Shareholder
Services (B)
ATTN: Jay Barnhill
3100
Breckinridge
Blvd
Duluth, GA
30199

No officer, director or employee of Salomon Smith Barney, or of
any parent or subsidiary receives any compensation from the trust
for serving as an officer or trustee of the trust. The trust pays
each trustee who is not an officer, director or employee of
Salomon Smith Barney or any of its affiliates a fee of $6,000 per
annum plus $1,000 per meeting attended and reimburses each trustee
for travel and out-of-pocket expenses For the fiscal year ended
January 31, 1999, such expenses totaled $2,863.

For the fiscal year ended January 31, 1999, the trustees of the
trust were paid the following compensation:

Name of Trustee

Aggregate
Compensatio
n from the
Fund for
Fiscal Year
Ended
1/31/99

Pension or
Retirement
Benefits
Accrued as
Part of the
Fund
Expenses
Aggregate
Compensation
From the
Fund Complex
for Calendar
Year Ended
12/31/98

Total Number
of Funds for
Which Trustee
Serves Within
Fund Complex
as of 5/31/99

Lee Abraham
$11,04
0
$0
$47,750
11
Allan Bloostein
11,080
0
90,500
18
Jane Dasher +
0
0
0
11
Donald R.
Foley*+
0
0
57,100
12
Richard E.
Hanson, Jr.
11,080
0
47,950
11
Paul Hardin+
0
0
71,400
14
Heath B.
McLendon**
- ---
0
- ---
64
Roderick C.
Rasmussen+
0
0
57,100
12
John P. Toolan*+
0
0
54,700
12

* Pursuant to a deferred compensation plan, the indicated
trustees have elected to defer the following amounts of their
compensation from the Fund Complex: Donald R. Foley: $21,000
and John P. Toolan: $54,700.

** Designates a trustee who is an "interested person" of the
trust.

+ Elected as of April 19, 1999, therefore no compensation was
paid by the trust through January 31, 1999.

Upon attainment of age 80, trustees are required to change to
emeritus status. Trustees Emeritus are entitled to serve in
emeritus status for a maximum of 10 years during which time they
are paid 50% of the annual retainer fee and meeting fees otherwise
applicable to the trust's trustees together with reasonable out-
of-pocket expenses for each meeting attended.

Investment Adviser and Administrator

SSB Citi serves as investment adviser to Large Cap Blend Fund
pursuant to a transfer of the fund's investment advisory agreement
effective November 7, 1994, and serves as investment adviser to
Social Awareness Fund pursuant to an investment advisory agreement
dated August 14, 1995. SSB Citi is an affiliate of Salomon Smith
Barney and a wholly owned subsidiary of Citigroup. The board of
trustees most recently approved the funds' advisory agreements on
August 5, 1998.

SSB Citi bears all expenses in connection with the performance of
its services and pays the salary of any officer and employee who
is employed by both it and the trust. As compensation for
investment advisory services rendered, Large Cap Blend Fund and
Social Awareness Fund each pays a fee computed daily and paid
monthly at the annual rate of 0.45% and 0.55%, respectively, of
the fund's average daily net assets.

SSB Citi also serves as administrator to the funds pursuant to
written administration agreements dated August 31, 1996, which
were most recently approved on August 5, 1998. For administration
services rendered, the funds pay SSB Citi a fee at the annual rate
of 0.20% of the value of the respective funds' average daily net
assets.

SSB Citi pays the salaries of all officers and employees who are
employed by SSB Citi and the fund, maintains office facilities for
each fund, furnishes each fund with statistical and research data,
clerical help and accounting, data processing, bookkeeping,
internal auditing and legal services and certain other services
required by the funds, prepares reports to the funds' shareholders
and prepares tax returns, reports to and filings with the
Securities and Exchange Commission (the "SEC") and state Blue Sky
authorities. SSB Citi bears all expenses in connection with the
performance of its services. Each of the service providers also
bears all expenses in connection with the performance of its
services under its agreement relating to a fund.

For the fiscal years ended January 31, 1997, 1998 and 1999, the
funds paid investment advisory and/or administration fees to SSB
Citi (or its predecessor) as follows:

Large Cap Blend Fund
1997
1998
1999
Investment Advisory fees
$1,256,354
$1,796,1
97
$2,108,469
Administration fees
558,380
798,309
937,097

Social Awareness Fund
1997
1998
1999
Investment Advisory fees
$2,146,284
$2,036,3
65
$2,323,338
Administration fees
780,467
740,496
844,850

Auditors

KPMG LLP, 345 Park Avenue, New York, New York 10154, has been
selected as the trust's independent auditor to examine and report
on the trust's financial statements and financial highlights for
the fiscal year ending January 31, 2000.

INVESTMENT OBJECTIVES AND POLICIES

The prospectuses discuss the investment objectives of the funds
and the policies employed to achieve those objectives. This
section contains supplemental information concerning the types of
securities and other instruments in which the funds may invest,
the investment policies and portfolio strategies the funds may
utilize and certain risks attendant to such investments, policies
and strategies. There can be no assurance that the respective
investment objectives of the funds will be achieved.

Social Awareness Fund

The investment objective of the Social Awareness Fund is high
total return consisting of capital appreciation and current
income. The fund's investment objective may be changed only with
the approval of a majority of the fund's outstanding voting
securities. There can be no assurance the fund's investment
objective will be achieved.

The fund seeks to achieve its objective by investing in a variable
combination of equity and fixed-income securities. The
percentages of the fund's assets invested in each of these types
of securities are adjusted from time to time to conform to the
asset allocation percentages most recently determined by the
portfolio manager. Under normal market conditions, the fund will
have between 65% and 85% of its assets invested in equity
securities and between 15% and 35% in fixed-income securities.
The mix of the fund's investments may vary from time to time.

SSB Citi is responsible for the selection of specific securities
on behalf of the fund and for determining the allocation of the
fund's assets. Following the variable asset allocation strategy
may involve frequent shifts among classes of investments and
result in a relatively high portfolio turnover rate.

The equity portion of the assets of the fund will consist
primarily of common stocks of established companies traded on
exchanges or over-the-counter that represent an opportunity for
total return on a long-term basis. In evaluating companies for
investment, SSB Citi selects securities of companies that it
believes are undervalued based on relevant indicators such as
price/earnings ratios, forecast growth, as well as balance sheet,
profitability and risk analysis. Equity investments may be made
without regard to the size of companies and generally will be made
in a broad spectrum of industries. The fund may also invest in
preferred stock, securities convertible into or exchangeable for
common stock and warrants.

The fixed income portion of the fund's assets will be composed
primarily of investment-grade corporate bonds, debentures and
notes, asset-backed and mortgage-backed securities and obligations
of the United States government or its agencies or
instrumentalities ("U.S. government securities"). The fund's
fixed income assets may be short-, medium- or long-term, as
determined at the discretion of SSB Citi based upon an evaluation
of economic and market trends. When SSB Citi believes that a
defensive investment posture is warranted or when attractive
investment opportunities do not exist, the fund may temporarily
invest all or a portion of its assets in short-term money market
instruments. The money market securities in which the fund may
invest include commercial paper, bank obligations (possibly
including community investments) and short-term U.S. government
securities.

Up to 25% of the fund's assets may be invested in equity and debt
securities of foreign issuers. The fund also may write covered
call options, lend its portfolio securities and invest in real
estate investment trusts. Risk factors and special considerations
associated with the fund's investments are described below.

SSB Citi believes that there is a direct correlation between
companies that demonstrate an acute awareness of their impact on
the society within which they operate and companies which offer
attractive long-term investment potential. SSB Citi believes that
addressing social issues in a positive manner can translate into
sound business. For example, by ensuring a product or service does
not negatively impact the environment, a company can avoid costly
litigation and clean-up costs; and by maintaining positive
standards for the workplace and a diverse employee population, a
company can better ensure access to quality management talent and
improved productivity; or by becoming more involved in the
community, a company can enhance its consumer franchise. Top
quality management teams who successfully balance their companies'
business interest with their social influences can gain
significant competitive advantages over the long run, which may
result in increased shareholder values and, therefore, better
investments. The fund is designed to incorporate both social and
financial criteria in all of its investment decisions.

SSB Citi will attempt to emphasize companies that meet the fund's
investment criteria and, relative to other companies in their
industry, demonstrate a positive awareness of the environment in
which they operate. In addition, SSB Citi has identified specific
areas of social and financial concern and, thus, the fund will not
purchase the debt or equity securities of any company that SSB
Citi has significant reason to believe is engaged at the time of
investment by the fund in any of the following:

? Tobacco production;
? Production of weapons;
? Ownership or design of nuclear facilities.

These portfolio restrictions are based on the belief that a
company will benefit from its social awareness by enabling it to
better position itself in developing business opportunities while
avoiding liabilities that may be incurred when a product or
service is determined to have a negative social impact. These
companies should be better prepared to respond to external demands
and ensure that over the longer term they will be viable to
provide a positive return to both investors and society as a
whole.

SSB Citi will use its best efforts to assess a company's social
performance. This analysis will be based on present activities,
and will not preclude securities solely because of past
activities. The fund's trustees will monitor the social awareness
criteria used by the fund and SSB Citi may, upon approval of the
trustees, change the criteria used to rate the social performance
of an issuer without prior notice or shareholder approval.

While the application of the fund's social awareness criteria may
preclude some securities with strong earnings and growth
potential, SSB Citi believes that there are sufficient investment
opportunities among those companies that satisfy the social
awareness criteria to meet the fund's investment objectives.

Large Cap Blend Fund

The investment objective of Large Cap Blend Fund is to seek long-
term capital growth. The fund's investment objective may be
changed only with the approval of a majority of the fund's
outstanding shares. There can be no assurance that the fund's
investment objective will be achieved.

The fund attempts to achieve its investment objective by
investing, under normal market conditions, substantially all of
its assets in equity securities and at least 65% of its total
assets in equity securities of large capitalization companies with
market capitalizations greater than $5 billion at the time of
investment. In selecting the fund's equity investments, SSB Citi
seeks to identify companies that exhibit growth and/or value
characteristics. When selecting stocks with growth potential, SSB
Citi will evaluate the specific financial characteristics of the
issuer such as historical and forecasted earnings growth, sales
growth, profitability and return on equity. When selecting stocks
with value characteristics, SSB Citi will typically be looking at
companies that are perhaps growing more slowly but whose valuation
may be below average relative to earnings and/or assets.

The fund will normally invest in all types of equity securities,
including common stocks, preferred stocks, securities that are
convertible into common or preferred stocks, such as warrants and
convertible bonds and depository receipts for those securities.
The fund may maintain a portion of its assets, which will usually
not exceed 10%, in U.S. government securities, money market
obligations and in cash to provide for payment of the fund's
expenses and to meet redemption requests. It is the policy of the
fund to be as fully invested in equity securities as practicable
at all times. The fund reserves the right, as a defensive
measure, to hold money market securities, including repurchase
agreements or cash, in such proportions as, in the opinion of
management, prevailing market or economic conditions warrant.

Consistent with its investment objective and policies described
above, the fund may invest 20% of its assets in the securities of
foreign issuers, including direct investments and investments made
through American Depositary Receipts or European Depositary
Receipts. The fund may also invest in real estate investment
trusts, lend portfolio securities, enter into interest rate and
stock-index futures and related options, purchase or sell
securities on a when-issued or delayed delivery basis and write
covered options.

Additional Investment Strategies and Techniques

In attempting to achieve its investment objective, the funds may
employ, among others, one or more of the strategies and techniques
set forth below. The funds are under no obligation to use any of
the strategies or techniques at any given time or under any
particular economic condition.

Equity Investments

Convertible Securities. The funds may invest in convertible
securities. Convertible securities are fixed-income securities
that may be converted at either a stated price or stated rate into
underlying shares of common stock. Convertible securities 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 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 thus 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 stocks. Of course, like all fixed-income
securities, there can be no assurance of current income because
the issuers of the convertible securities may default on their
obligations. Convertible securities, however, 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. There can be no assurance of capital appreciation,
however, because securities prices fluctuate.

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
securities typically have lower ratings than similar non-
convertible securities.

Preferred Stock. The funds may invest in preferred stocks.
Preferred stocks, like debt obligations, 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 stockholders receiving any dividends. Preferred
stock dividends must be paid before common stock dividends and for
that reason preferred stocks generally entail less risk than
common stocks. Upon liquidation, preferred stocks are entitled to
a specified liquidation preference, which is generally the same as
the par or stated value, and are 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 stocks are subordinated in
right of payment to all debt obligations and creditors of the
issuer, and convertible preferred stocks may be subordinated to
other preferred stock of the same issuer.

Warrants. The funds may invest in warrants, which entitle the
funds to buy common stock at a specified date and price. Some of
the risks associated with warrants are described below and under
"Risk Factors."

Fixed Income Investments

Mortgage and Asset-Backed Securities (Social Awareness Fund). The
fund may purchase fixed or adjustable rate mortgage-backed
securities issued by the Government National Mortgage Association,
Federal National Mortgage Association or the Federal Home Loan
Mortgage Corporation, and other asset-backed securities, including
securities backed by automobile loans, equipment leases or credit
card receivables. These securities directly or indirectly
represent a participation in, or are secured by and payable from,
fixed or adjustable rate mortgage or other loans which may be
secured by real estate or other assets. Unlike traditional debt
instruments, payments on these securities include both interest
and a partial payment of principal. Prepayments of the principal
of underlying loans may shorten the effective maturities of these
securities and may result in the fund having to reinvest proceeds
at a lower interest rate. The fund may also purchase
collateralized mortgage obligations which are a type of bond
secured by an underlying pool of mortgages or mortgage pass-
through certificates that are structured to direct payments on
underlying collateral to different series or classes of the
obligations.

When-Issued Securities and Delayed-Delivery Transactions. In
order to secure yields or prices deemed advantageous at the time,
the funds may purchase or sell securities on a when-issued or
delayed-delivery basis. A fund will enter into a when-issued
transaction for the purpose of acquiring portfolio securities and
not for the purpose of leverage. In such transactions, delivery
of the securities occurs beyond the normal settlement periods, but
no payment or delivery is made by the fund prior to the actual
delivery or payment by the other party to the transaction. Due to
fluctuations in the value of securities purchased or sold on a
when-issued or delayed- delivery basis, the yields obtained on
those securities may be higher or lower than the yields available
in the market on the dates when the investments are actually
delivered to the buyers. Each fund will establish a segregated
account consisting of cash or liquid securities in an amount equal
to the amount of its when-issued and delayed-delivery commitments.
Placing securities rather than cash in the segregated account may
have a leveraging effect on a fund's net assets.

Zero Coupon Securities (Social Awareness Fund). A zero coupon
bond pays no interest in cash to its holder during its life,
although interest is accrued during that period. Its value to an
investor consists of the difference between its face value at the
time of maturity and the price for which it was acquired, which is
generally an amount significantly less than its face value
(sometimes referred to as a "deep discount" price). Because such
securities usually trade at a deep discount, they will be subject
to greater fluctuations of market value in response to changing
interest rates than debt obligations of comparable maturities
which make periodic distributions of interest. On the other hand,
because there are no periodic interest payments to be reinvested
prior to maturity, zero coupon securities eliminate reinvestment
risk and lock in a rate of return to maturity.

United States Government Securities. Each fund may invest in
United States government securities. These include debt
obligations of varying maturities issued or guaranteed by the
United States government or its agencies or instrumentalities
("U.S. government securities"). Direct obligations of the United
States Treasury include a variety of securities that differ in
their interest rates, maturities and dates of issuance.

U.S. government securities include not only direct obligations of
the United States Treasury, but also include securities issued or
guaranteed by the Federal Housing Administration, Federal
Financing Bank, Export-Import Bank of the United States, Small
Business Administration, Government National Mortgage Association,
General Services Administration, Federal Home Loan Banks, Federal
Home Loan Mortgage Corporation, Federal National Mortgage
Association, Maritime Administration, Resolution Trust
Corporation, Tennessee Valley Authority, District of Columbia
Armory Board, Student Loan Marketing Association and various
institutions that previously were or currently are part of the
Farm Credit System (which has been undergoing a reorganization
since 1987). Because the United States government is not obligated
by law to provide support to an instrumentality that it sponsors,
a fund will invest in obligations issued by such an
instrumentality only if the fund's adviser determines the credit
risk with respect to the instrumentality does not make its
securities unsuitable for investment by the fund.

Repurchase Agreements. The funds may 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 the terms of a typical repurchase agreement, a fund acquires
an underlying debt obligation for a relatively short period
(usually not more than seven days), 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 value of the underlying
securities will be monitored on an ongoing basis by SSB Citi to
ensure that the value is at least equal at all times to the total
amount of the repurchase obligation, including interest. Each
fund bears a risk of loss if the other party to a repurchase
agreement defaults on its obligations and the fund is delayed in
or prevented from exercising its rights to dispose of the
collateral securities, including the risk of a possible decline in
the value of the underlying securities while the fund seeks to
assert these rights. SSB Citi, acting under the supervision of
the trust's board of trustees, reviews on an ongoing basis the
value of the collateral and the creditworthiness of banks and
dealers with which the funds enter into repurchase agreements to
evaluate potential risks.

Money Market Instruments. The money market instruments in which
the funds may invest are: U.S. government securities; certificates
of deposit ("CDs"), time deposits ("TDs") and bankers' acceptances
issued by domestic banks (including their branches located outside
the United States and subsidiaries located in Canada), domestic
branches of foreign banks, savings and loan associations and other
banking institutions having total assets in excess of $1 billion
for Large Cap Blend Fund (or, in excess of $500 million for Social
Awareness Fund); high grade commercial paper; and repurchase
agreements with respect to the foregoing types of instruments. The
following is a more detailed description of such money market
instruments.

Bank Obligations. CDs are short-term, negotiable obligations of
commercial banks; TDs are non-negotiable deposits maintained in
banking institutions for specified periods of time at stated
interest rates; and bankers' acceptances are time drafts drawn on
commercial banks by borrowers usually in connection with
international transactions. Domestic commercial banks organized
under Federal law are supervised and examined by the Comptroller
of the Currency and are required to be members of the Federal
Reserve System and to be insured by the Federal Deposit Insurance
Corporation (the "FDIC"). Domestic banks organized under state law
are supervised and examined by state banking authorities but are
members of the Federal Reserve System only if they elect to join.
Most state banks are insured by the FDIC (although such insurance
may not be of material benefit to a fund, depending upon the
principal amount of CDs of each bank held by the fund) and are
subject to federal examination and to a substantial body of
Federal law and regulation. As a result of governmental
regulations, domestic branches of domestic banks, among other
things, generally are required to maintain specified levels of
reserves, and are subject to other supervision and regulation
designed to promote financial soundness.

Obligations of foreign branches of domestic banks, such as CDs and
TDs, may be general obligations of the parent bank in addition to
the issuing branch, or may be limited by the terms of a specific
obligation and governmental regulations. Such obligations are
subject to different risks than are those of domestic banks or
domestic branches of foreign banks. These risks include foreign
economic and political developments, foreign governmental
restrictions that may adversely affect payment of principal and
interest on the obligations, foreign exchange controls and foreign
withholding and other taxes on interest income. Foreign branches
of domestic banks are not necessarily subject to the same or
similar regulatory requirements that apply to domestic banks, such
as mandatory reserve requirements, loan limitations, and
accounting, auditing and financial recordkeeping requirements. In
addition, less information may be publicly available about a
foreign branch of a domestic bank than about a domestic bank. CDs
issued by wholly owned Canadian subsidiaries of domestic banks are
guaranteed as to repayment of principal and interest (but not as
to sovereign risk) by the domestic parent bank.

Obligations of domestic branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch,
or may be limited by the terms of a specific obligation and by
Federal and state regulation as well as governmental action in the
country in which the foreign bank has its head office. A domestic
branch of a foreign bank with assets in excess of $1 billion may
or may not be subject to reserve requirements imposed by the
Federal Reserve System or by the state in which the branch is
located if the branch is licensed in that state. In addition,
branches licensed by the Comptroller of the Currency and branches
licensed by certain states ("State Branches") may or may not be
required to: (a) pledge to the regulator by depositing assets with
a designated bank within the state, an amount of its assets equal
to 5% of its total liabilities; and (b) maintain assets within the
state in an amount equal to a specified percentage of the
aggregate amount of liabilities of the foreign bank payable at or
through all of its agencies or branches within the state. The
deposits of State Branches may not necessarily be insured by the
FDIC. In addition, there may be less publicly available
information about a domestic branch of a foreign bank than about a
domestic bank.

In view of the foregoing factors associated with the purchase of
CDs and TDs issued by foreign branches of domestic banks or by
domestic branches of foreign banks, SSB Citi will carefully
evaluate such investments on a case-by-case basis. Savings and
loan associations, the CDs of which may be purchased by the funds,
are supervised by the Office of Thrift Supervision and are insured
by the Savings Association and Insurance Fund. As a result, such
savings and loan associations are subject to regulation and
examination.

Commercial Paper. Commercial paper is a short-term, unsecured
negotiable promissory note of a domestic or foreign company. A
fund may invest in short-term debt obligations of issuers that at
the time of purchase are rated A-2, A-1 or A-1+ by Standard &
Poor's Ratings Group ("S&P") or Prime-2 or Prime-1 by Moody's
Investors Service, Inc. ("Moody's") or, if unrated, are issued by
companies having an outstanding unsecured debt issue currently
rated within the two highest ratings of S&P or Moody's. A
discussion of S&P and Moody's rating categories appears in the
Appendix to this statement of additional information.

Variable Rate Demand Notes (VRDNs). A fund also may invest in
variable rate master demand notes, which typically are issued by
large corporate borrowers providing for variable amounts of
principal indebtedness and periodic adjustments in the interest
rate according to the terms of the instrument. Demand notes are
direct lending arrangements between the fund and an issuer, and
are not normally traded in a secondary market. A fund, however,
may demand payment of principal and accrued interest at any time.
In addition, while demand notes generally are not rated, their
issuers must satisfy the same criteria as those set forth above
for issuers of commercial paper. SSB Citi will consider the
earning power, cash flow and other liquidity ratios of issuers of
demand notes and continually will monitor their financial ability
to meet payment on demand.

Other Derivative Contracts

Options on Securities. The funds may write covered call options
and enter into closing transactions with respect thereto. The
principal reason for writing covered call options on securities is
to attempt to realize, through the receipt of premiums, a greater
return than would be realized on the securities alone. In return
for a premium, the writer of a covered call option forfeits the
right to any appreciation in the value of the underlying security
above the strike price for the life of the option (or until a
closing purchase transaction can be effected). Nevertheless, the
call writer retains the risk of a decline in the price of the
underlying security. The size of the premiums a fund may receive
may be adversely affected as new or existing institutions,
including other investment companies, engage in or increase their
option-writing activities.

Options written by the funds normally will have expiration dates
between one and nine months from the date they are written. The
exercise price of the options may be below ("in-the-money"), equal
to ("at-the-money"), or above ("out-of-the-money") the market
values of the underlying securities at the times the options are
written. A fund may write (a) in-the-money call options when SSB
Citi expects that the price of the underlying security will remain
flat or decline moderately during the option period, (b) at-the-
money call options when SSB Citi expects that the price of the
underlying security will remain flat or advance moderately during
the option period and (c) out-of-the-money call options when SSB
Citi expects that the price of the underlying security may
increase but not above a price equal to the sum of the exercise
price plus the premiums received from writing the call option. In
any of the preceding situations, if the market price of the
underlying security declines and the security is sold at this
lower price, the amount of any realized loss will be offset wholly
or in part by the premium received.

So long as the obligation of a fund as the writer of an option
continues, the fund may be assigned an exercise notice by the
broker-dealer through which the option was sold requiring the fund
to deliver the underlying security against payment of the exercise
price. This obligation terminates when the option expires or the
fund effects a closing purchase transaction. A fund can no longer
effect a closing purchase transaction with respect to an option
once it has been assigned an exercise notice. To secure its
obligation to deliver the underlying security when it writes a
call option, a fund will be required to deposit in escrow the
underlying security or other assets in accordance with the rules
of the Options Clearing Corporation (the "Clearing Corporation")
and of the domestic securities exchange on which the option is
written.

An option position may be closed out only where there exists a
secondary market for an option of the same series on a securities
exchange or in the over-the-counter market. Social Awareness Fund
expects to write options only on domestic securities exchanges. A
fund may realize a profit or loss upon entering into a closing
transaction. In cases in which a fund has written an option, it
will realize a profit if the cost of the closing purchase
transaction is less than the premium received upon writing the
original option and will incur a loss if the cost of the closing
purchase transaction exceeds the premium received upon writing the
original option.

Although Social Awareness Fund generally will write only those
options for which SSB Citi believes there is an active secondary
market so as to facilitate closing transactions, there is no
assurance that sufficient trading interest to create a liquid
secondary market on a securities exchange will exist for any
particular option or at any particular time, and for some options
no such secondary market may exist. A liquid secondary market in
an option may cease to exist for a variety of reasons. In the
past, for example, higher than anticipated trading activity or
order flow, or other unforeseen events, have at times rendered
certain of the facilities of the Clearing Corporation and the
domestic securities exchanges inadequate and resulted in the
institution of special procedures, such as trading rotations,
restrictions on certain types of orders or trading halts or
suspensions in one or more options. There can be no assurance that
similar events, or events that otherwise may interfere with the
timely execution of customers' orders, will not recur. In such
event, it might not be possible to effect closing transactions in
particular options. If, as a covered call option writer, a fund is
unable to effect a closing purchase transaction in a secondary
market, it will not be able to sell the underlying security until
the option expires or it delivers the underlying security upon
exercise.

Securities exchanges have established limitations governing the
maximum number of calls and puts of each class that may be held or
written, or exercised within certain time periods, by an investor
or group of investors acting in concert (regardless of whether the
options are written on the same or different national securities
exchanges or are held, written or exercised in one or more
accounts or through one or more brokers). It is possible that the
funds and other clients of SSB Citi and certain of its affiliates
may be considered to be such a group. A securities exchange may
order the liquidation of positions found to be in violation of
these limits and it may impose certain other sanctions.

In the case of options written by a fund that are deemed covered
by virtue of the fund's holding convertible or exchangeable
preferred stock or debt securities, the time required to convert
or exchange and obtain physical delivery of the underlying common
stocks with respect to which the fund has written options may
exceed the time within which the fund must make delivery in
accordance with an exercise notice. In these instances, a fund may
purchase or temporarily borrow the underlying securities for
purposes of physical delivery. By so doing, the fund will not bear
any market risk because the fund will have the absolute right to
receive from the issuer of the underlying securities an equal
number of shares to replace the borrowed stock, but the fund may
incur additional transaction costs or interest expense in
connection with any such purchase or borrowing.

Futures and Options on Futures. When deemed advisable by SSB
Citi, each fund may enter into interest rate futures contracts,
stock index futures contracts and related options that are traded
on a domestic exchange or board of trade. These transactions will
be made solely for the purpose of hedging against the effects of
changes in the value of portfolio securities due to anticipated
changes in interest rates and market conditions, as the case may
be. All futures and options contracts will be entered into only
when the transactions are economically appropriate for the
reduction of risks inherent in the management of the fund.

An interest rate futures contract provides for the future sale by
the one party and the purchase by the other party of a specified
amount of a particular financial instrument (debt security) at a
specified price, date, time and place. A stock index futures
contract is an agreement pursuant to which two parties agree to
take or make delivery of an amount of cash equal to the difference
between the value of the index at the close of the last trading
day of the contract and the price at which the index contract was
originally entered into. Stock index futures contracts are based
on indexes that reflect the market value of common stock of the
companies included in the indexes. An option on an interest rate
or stock index contract gives the purchaser the right, in return
for the premium paid, to assume a position in a futures contract
(a long position if the option is a call and a short position if
the option is a put) at a specified exercise price at any time
prior to the expiration date of the option.

In entering into transactions involving futures contracts and
options on futures contracts, the funds will comply with
applicable requirements of the Commodities Futures Trading
Commission (the "CFTC") which require that transactions in futures
and options be engaged in for "bona fide hedging" purposes or
other permitted purposes, provided that aggregate initial margin
deposits and premiums required to establish positions, other than
those considered by the CFTC to be a "bona fide hedging," will not
exceed 5% of the fund's net asset value, after taking into account
unrealized profits and unrealized losses on any such contracts.
In addition, with respect to long positions in futures or options
on futures, each fund will set aside cash, short-term U.S. debt
obligations or other U.S. dollar denominated high quality short-
term money market instruments in an amount equal to the underlying
commodity value of those positions.

The use of futures contracts and options on futures contracts as a
hedging device involves several risks. There can be no assurance
that there will be a correlation between price movements in the
underlying securities or index on the one hand, and price
movements in the securities that are the subject of the hedge, on
the other hand. Positions in futures contracts and options on
futures contracts may be closed out only on the exchange or board
of trade on which they were entered into, and there can be no
assurance that an active market will exist for a particular
contract or option at any particular time.

Other Investments

Foreign Securities. As described above, each fund may invest a
portion of its assets in securities of foreign issuers, including
securities denominated in foreign currencies. These investments
involve certain risks not ordinarily associated with investments
in securities of domestic issuers. These risks are described in
"Risk Factors" below.

American, European, Global and Continental Depositary Receipts.
Each fund may invest in securities of foreign issuers in the form
of American Depositary Receipts ("ADRs"), European Depositary
Receipts ("EDRs") and Global Depositary Receipts ("GDRs"). These
securities may not necessarily be denominated in the same currency
as the securities into which they may be converted. ADRs are U.S.
dollar-denominated receipts typically issued by a domestic bank or
trust company that 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 U.S. securities markets and EDRs and CDRs in bearer form
are designed for use in European securities markets.

ADRs are publicly 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, whereas under an unsponsored arrangement, the foreign issuer
assumes no obligation and the depositary's transaction fees are
paid by the ADR holders. In addition, less information is
available in the United States about an unsponsored ADR than about
a sponsored ADR, and the financial information about a company may
not be as reliable for an unsponsored ADR as it is for a sponsored
ADR. The funds may invest in ADRs through both sponsored and
unsponsored arrangements.

Eurodollar or Yankee Obligations. Each fund may invest in
Eurodollar and Yankee obligations. Eurodollar bank obligations
are dollar denominated debt obligations issued outside the U.S.
capital markets by foreign branches of U.S. banks and by foreign
banks. Yankee obligations are dollar denominated obligations
issued in the U.S. capital markets by foreign issuers. Eurodollar
(and to a limited extent, Yankee) obligations are subject to
certain sovereign risks. One such risk is the possibility that a
foreign government might prevent dollar denominated funds from
flowing across its borders. Other risks include: adverse
political and economic developments in a foreign country; the
extent and quality of government regulation of financial markets
and institutions; the imposition of foreign withholding taxes; and
expropriation or nationalization of foreign issuers.

Lending of Portfolio Securities. Consistent with applicable
regulatory requirements each fund has the ability to lend
portfolio securities to brokers, dealers and other financial
organizations. A fund will not lend portfolio securities to
Salomon Smith Barney unless it has applied for and received
specific authority to do so from the SEC. Loans of portfolio
securities will be collateralized by cash, letters of credit or
U.S. government securities that are maintained at all times in a
segregated account in an amount equal to 100% of the current
market value of the loaned securities. From time to time, a fund
may pay a part of the interest earned from the investment of
collateral received for securities loaned to the borrower and/or a
third party that is unaffiliated with the fund and that is acting
as a "finder."

By lending its securities, a fund can increase its income by
continuing to receive interest or dividends on the loaned
securities as well as by either investing the cash collateral in
short-term instruments or obtaining yield in the form of interest
paid by the borrower when U.S. government securities are used as
collateral. A fund will comply with the following conditions
whenever its portfolio securities are loaned: (a) the fund must
receive at least 100% cash collateral or equivalent securities
from the borrower; (b) the borrower must increase such collateral
whenever the market value of the securities loaned rises above the
level of such collateral; (c) the fund must be able to terminate
the loan at any time; (d) the fund must receive reasonable
interest on the loan, as well as any dividends, interest or other
distributions on the loaned securities, and any increase in market
value; (e) the fund may pay only reasonable custodian fees in
connection with the loan; and (f) voting rights on the loaned
securities may pass to the borrower; provided, however, that if a
material event adversely affecting the investment in the loaned
securities occurs, the trust's Board of trustees must terminate
the loan and regain the right to vote the securities. The risks in
lending portfolio securities, as with other extensions of secured
credit, consist of a possible delay 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 SSB Citi to be of good
standing and will not be made unless, in its judgment, the
consideration to be earned from such loans would justify the risk.

Reverse Repurchase Agreements. In order to generate additional
income, the funds may engage in reverse repurchase agreement
transactions with banks, broker-dealers and other financial
intermediaries. Reverse repurchase agreements are the same as
repurchase agreements except that, in this instance, a fund would
assume the role of seller/borrower in the transaction. Each fund
will maintain segregated accounts consisting of cash or liquid
securities that at all time are in an amount equal to its
obligations under reverse repurchase agreements. Each fund will
invest the proceeds in other money market instruments or
repurchase agreements maturing not later than the expiration of
the reverse repurchase agreement. Reverse repurchase agreements
involve the risk that the market value of the securities sold by a
fund may decline below the repurchase price of the securities.

Illiquid Securities. Up to 15% of the assets of each fund may be
invested in illiquid securities, including (a) repurchase
agreements with maturities greater than seven days, (b) futures
contracts and options thereon for which a liquid secondary market
does not exist, (c) time deposits maturing in more than seven
calendar days and (d) securities of new and early stage companies
whose securities are not publicly traded. Social Awareness Fund
has no present intention to invest more than 10% of its assets in
the aggregate in illiquid securities.

Venture Capital Investments (Social Awareness Fund). Social
Awareness Fund may invest up to 5% of its total assets in 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 disposition of U.S. venture
capital investments, which may include limited partnership
interests, normally would be restricted under Federal securities
laws. Generally, 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 securities. As a
result of these restrictions, the fund may be unable to dispose of
such investments at times when disposal is deemed appropriate due
to investment or liquidity considerations; alternatively, the fund
may be forced to dispose of such investments at less than fair
market value. Where registration is required, the fund may be
obligated to pay part or all of the expenses of such registration.

Risk Factors

The following risk factors are intended to supplement the risks
described above and those in the funds' prospectuses.

General. Investors should realize that risk of loss is inherent
in the ownership of any securities and that each fund's net asset
value will fluctuate, reflecting fluctuations in the market value
of its portfolio positions.

Warrants. Because a warrant does not carry with it the right to
dividends or voting rights with respect to the securities the
warrant holder is entitled to purchase, and because a warrant 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 security and a
warrant ceases to have value if it is not exercised prior to its
expiration date. The investment in warrants, valued at the lower
of cost or market, may not exceed 5% of the value of the fund's
net assets. Included within that amount, but not to exceed 2% of
the value of the fund's net assets, may be warrants that are not
listed on the NYSE or the American Stock Exchange. Warrants
acquired by the fund in units or attached to securities may be
deemed to be without value.

Securities of Unseasoned Issuers. Securities in which the funds
may invest may have limited marketability and, therefore, may be
subject to wide fluctuations in market value. In addition,
certain securities may be issued by companies that lack a
significant operating history and are dependent on products or
services without an established market share.

Fixed Income Securities. Investments in fixed income securities
may subject the funds to risks, including the following.

Interest Rate Risk. When interest rates decline, the market value
of fixed income securities tends to increase. Conversely, when
interest rates increase, the market value of fixed income
securities tends to decline. The volatility of a security's
market value will differ depending upon the security's duration,
the issuer and the type of instrument.

Default Risk/Credit Risk. Investments in fixed income securities
are subject to the risk that the issuer of the security could
default on its obligations, causing a fund to sustain losses on
such investments. A default could impact both interest and
principal payments.

Call Risk and Extension Risk. Fixed income securities may be
subject to both call risk and extension risk. Call risk exists
when the issuer may exercise its right to pay principal on an
obligation earlier than scheduled, which would cause cash flows to
be returned earlier than expected. This typically results when
interest rates have declined and a fund will suffer from having to
reinvest in lower yielding securities. Extension risk exists when
the issuer may exercise its right to pay principal on an
obligation later than scheduled, which would cause cash flows to
be returned later than expected. This typically results when
interest rates have increased, and a fund will suffer from the
inability to invest in higher yield securities.

Lower Rated Fixed Income Securities. Securities which are rated
BBB by S&P or Baa by Moody's are generally regarded as having
adequate capacity to pay interest and repay principal, but may
have some speculative characteristics. Securities rated below Baa
by Moody's or BBB by S&P may have speculative characteristics,
including the possibility of default or bankruptcy of the issuers
of such securities, market price volatility based upon interest
rate sensitivity, questionable creditworthiness and relative
liquidity of the secondary trading market. Because high yield
bonds have been found to be more sensitive to adverse economic
changes or individual corporate developments and less sensitive to
interest rate changes than higher-rated investments, an economic
downturn could disrupt the market for high yield bonds and
adversely affect the value of outstanding bonds and the ability of
issuers to repay principal and interest. In addition, in a
declining interest rate market, issuers of high yield bonds may
exercise redemption or call provisions, which may force a fund, to
the extent it owns such securities, to replace those securities
with lower yielding securities. This could result in a decreased
return.

Repurchase Agreements. The fund bears a risk of loss in the event
that the other party to a repurchase agreement defaults on its
obligations and the fund is delayed in or prevented from
exercising its rights to dispose of the underlying securities,
including 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 a part of the income from the agreement.

Foreign Securities. Investments in securities of foreign issuers
involve certain risks not ordinarily associated with investments
in securities of domestic issuers. Such risks include
fluctuations in foreign exchange rates, future political and
economic developments, and the possible imposition of exchange
controls or other foreign governmental laws or restrictions.
Since each fund will invest heavily in securities denominated or
quoted in currencies other than the U.S. dollar, changes in
foreign currency exchange rates will, to the extent the fund does
not adequately hedge against such fluctuations, affect the value
of securities in its portfolio and the unrealized appreciation or
depreciation of investments so far as U.S. investors are
concerned. In addition, with respect to certain countries, there
is the possibility of expropriation of assets, confiscatory
taxation, political or social instability or diplomatic
developments which could adversely affect investments in those
countries.

There may be less publicly available information about a foreign
company than about a U.S. company, and foreign companies may not
be subject to accounting, auditing, and financial reporting
standards and requirements comparable to or as uniform as those of
U.S. companies. Foreign securities markets, while growing in
volume, have, for the most part, substantially less volume than
U.S. markets, and securities of many foreign companies are less
liquid and their price more volatile than securities of comparable
U.S. companies. Transaction costs on foreign securities markets
are generally higher than in the U.S. There is generally less
government supervision and regulation of exchanges, brokers and
issuers than there is in the U.S. A fund might have greater
difficulty taking appropriate legal action in foreign courts.
Dividend and interest income from foreign securities will
generally be subject to withholding taxes by the country in which
the issuer is located and may not be recoverable by the fund or
the investors. Capital gains are also subject to taxation in some
foreign countries.

Currency Risks. The U.S. dollar value of securities denominated
in a foreign currency will vary with changes in currency exchange
rates, which can be volatile. Accordingly, changes in the value
of the currency in which a fund's investments are denominated
relative to the U.S. dollar will affect the fund's net asset
value. Exchange rates are generally affected by the forces of
supply and demand in the international currency markets, the
relative merits of investing in different countries and the
intervention or failure to intervene of U.S. or foreign
governments and central banks. However, currency exchange rates
may fluctuate based on factors intrinsic to a country's economy.
Some emerging market countries also may have managed currencies,
which are not free floating against the U.S. dollar. In addition,
emerging markets are subject to the risk of restrictions upon the
free conversion of their currencies into other currencies. Any
devaluations relative to the U.S. dollar in the currencies in
which a fund's securities are quoted would reduce the fund's net
asset value per share.

Special Risks of Countries in the Asia Pacific Region. Certain
of the risks associated with international investments are
heightened for investments in these countries. For example, some
of the currencies of these countries have experienced devaluations
relative to the U.S. dollar, and adjustments have been made
periodically in certain of such currencies. Certain countries,
such as Indonesia, face serious exchange constraints.
Jurisdictional disputes also exist, for example, between South
Korea and North Korea. In addition, Hong Kong reverted to Chinese
administration on July 1, 1997. The long-term effects of this
reversion are not known at this time.

Securities of Developing/Emerging Markets Countries. A
developing or emerging markets country generally is considered to
be a country that is in the initial stages of its
industrialization cycle. Investing in the equity markets of
developing 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. Historical experience indicates that the
markets of developing countries have been more volatile than the
markets of the more mature economies of developed countries;
however, such markets often have provided higher rates of return
to investors.

One or more of the risks discussed above could affect adversely
the economy of a developing market or a fund's investments in such
a market. In Eastern Europe, for example, upon the accession to
power of Communist regimes in the past, the governments of a
number of Eastern European countries expropriated a large amount
of property. The claims of many property owners against those of
governments may remain unsettled. There can be no assurance that
any investments that a fund might make in such emerging markets
would not be expropriated, nationalized or otherwise confiscated
at some time in the future. In such an event, the fund could lose
its entire investment in the market involved. Moreover, changes
in the leadership or policies of such markets could halt the
expansion or reverse the liberalization of foreign investment
policies now occurring in certain of these markets and adversely
affect existing investment opportunities.

Many of a fund's investments in the securities of emerging markets
may be unrated or rated below investment grade. Securities rated
below investment grade (and comparable unrated securities) are the
equivalent of high yield, high risk bonds, commonly known as "junk
bonds." Such securities are regarded as predominantly speculative
with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligations and
involve major risk exposure to adverse business, financial,
economic, or political conditions.

Derivative Instruments. In accordance with its investment
policies, each fund may invest in certain derivative instruments
which are securities or contracts that provide for payments based
on or "derived" from the performance of an underlying asset, index
or other economic benchmark. Essentially, a derivative instrument
is a financial arrangement or a contract between two parties (and
not a true security like a stock or a bond). Transactions in
derivative instruments can be, but are not necessarily, riskier
than investments in conventional stocks, bonds and money market
instruments. A derivative instrument is more accurately viewed as
a way of reallocating risk among different parties or substituting
one type of risk for another. Every investment by a fund,
including an investment in conventional securities, reflects an
implicit prediction about future changes in the value of that
investment. Every fund investment also involves a risk that the
portfolio manager's expectations will be wrong. Transactions in
derivative instruments often enable a fund to take investment
positions that more precisely reflect the portfolio manager's
expectations concerning the future performance of the various
investments available to the fund. Derivative instruments can be
a legitimate and often cost-effective method of accomplishing the
same investment goals as could be achieved through other
investment in conventional securities.

Derivative contracts include options, futures contracts, forward
contracts, forward commitment and when-issued securities
transactions, forward foreign currency exchange contracts and
interest rate, mortgage and currency transactions. The following
are the principal risks associated with derivative instruments.

Market risk. The instrument will decline in value or that an
alternative investment would have appreciated more, but this is no
different from the risk of investing in conventional securities.

Leverage and associated price volatility. Leverage causes
increased volatility in the price and magnifies the impact of
adverse market changes, but this risk may be consistent with the
investment objective of even a conservative fund in order to
achieve an average portfolio volatility that is within the
expected range for that type of fund.

Credit risk. The issuer of the instrument may default on its
obligation to pay interest and principal.

Liquidity and valuation risk. Many derivative instruments are
traded in institutional markets rather than on an exchange.
Nevertheless, many derivative instruments are actively traded and
can be priced with as much accuracy as conventional securities.
Derivative instruments that are custom designed to meet the
specialized investment needs of a relatively narrow group of
institutional investors such as the funds are not readily
marketable and are subject to a fund's restrictions on illiquid
investments.

Correlation risk. There may be imperfect correlation between the
price of the derivative and the underlying asset. For example,
there may be price disparities between the trading markets for the
derivative contract and the underlying asset.

Each derivative instrument purchased for a fund's portfolio is
reviewed and analyzed by the fund's portfolio manager to assess
the risk and reward of such instrument in relation the fund's
portfolio investment strategy. The decision to invest in
derivative instruments or conventional securities is made by
measuring the respective instrument's ability to provide value to
the fund and its shareholders.

Special Risks of Writing Options. Option writing for the fund may
be limited by position and exercise limits established by national
securities exchanges and by requirements of the Code for
qualification as a regulated investment company. In addition to
writing covered call options to generate current income, the fund
may enter into options transactions as hedges to reduce investment
risk, generally by making an investment expected to move in the
opposite direction of a portfolio position. A hedge is designed
to offset a loss on a portfolio position with a gain on the hedge
position; at the same time, however, a properly correlated hedge
will result in a gain on the portfolio position being offset by a
loss on the hedge position. The fund bears the risk that the
prices of the securities being hedged will not move in the same
amount as the hedge. The fund will engage in hedging transactions
only when deemed advisable by SSB Citi. Successful use by the
fund of options will be subject to SSB Citi's ability to predict
correctly movements in the direction of the stock or index
underlying the option used as a hedge. Losses incurred in hedging
transactions and the costs of these transactions will affect the
fund's performance.

The ability of the fund to engage in closing transactions with
respect to options depends on the existence of a liquid secondary
market. While the fund generally will write options only if a
liquid secondary market appears to exist for the options purchased
or sold, for some options no such secondary market may exist or
the market may cease to exist. If the fund cannot enter into a
closing purchase transaction with respect to a call option it has
written, the fund will continue to be subject to the risk that its
potential loss upon exercise of the option will increase as a
result of any increase in the value of the underlying security.
The fund could also face higher transaction costs, including
brokerage commissions, as a result of its options transactions.

Special Risks of Using Futures Contracts. The prices of Futures
Contracts are volatile and are influenced by, among other things,
actual and anticipated changes in interest rates, which in turn
are affected by fiscal and monetary policies and national and
international political and economic events.

At best, the correlation between changes in prices of Futures
Contracts and of the securities or currencies being hedged can be
only approximate. The degree of imperfection of correlation
depends upon circumstances such as: variations in speculative
market demand for Futures and for debt securities or currencies,
including technical influences in Futures trading; and differences
between the financial instruments being hedged and the instruments
underlying the standard Futures Contracts available for trading,
with respect to interest rate levels, maturities, and
creditworthiness of issuers. A decision of whether, when, and how
to hedge involves skill and judgment, and even a well-conceived
hedge may be unsuccessful to some degree because of unexpected
market behavior or interest rate trends.

Because of the low margin deposits required, Futures trading
involves an extremely high degree of leverage. As a result, a
relatively small price movement in a Futures Contract may result
in immediate and substantial loss, as well as gain, to the
investor. For example, if at the time of purchase, 10% of the
value of the Futures Contract is deposited as margin, a subsequent
10% decrease in the value of the Futures Contract would result in
a total loss of the margin deposit, before any deduction for the
transaction costs, if the account were then closed out. A 15%
decrease would result in a loss equal to 150% of the original
margin deposit, if the Futures Contract were closed out. Thus, a
purchase or sale of a Futures Contract may result in losses in
excess of the amount invested in the Futures Contract. A fund,
however, would presumably have sustained comparable losses if,
instead of the Futures Contract, it had invested in the underlying
financial instrument and sold it after the decline. Where a fund
enters into Futures transactions for non-hedging purposes, it will
be subject to greater risks and could sustain losses which are not
offset by gains on other fund assets.

Furthermore, in the case of a Futures Contract purchase, in order
to be certain that each fund has sufficient assets to satisfy its
obligations under a Futures Contract, the fund segregates and
commits to back the Futures Contract an amount of cash and liquid
securities equal in value to the current value of the underlying
instrument less the margin deposit.

Most U.S. Futures exchanges limit the amount of fluctuation
permitted in Futures Contract prices during a single trading day.
The daily limit establishes the maximum amount the price of a
Futures Contract may vary either up or down from the previous
day's settlement price at the end of a trading session. Once the
daily limit has been reached in a particular type of Futures
Contract, no trades may be made on that day at a price beyond that
limit. The daily limit governs only price movement during a
particular trading day and therefore does not limit potential
losses, because the limit may prevent the liquidation of
unfavorable positions. Futures Contract prices have occasionally
moved to the daily limit for several consecutive trading days with
little or no trading, thereby preventing prompt liquidation of
Futures positions and subjecting some Futures traders to
substantial losses.

Year 2000. The investment management services provided to each
fund by SSB Citi depend on the smooth functioning of its computer
systems and those of its service providers. Many computer software
systems in use today cannot recognize the year 2000, but revert to
1900 or some other date, due to the manner in which dates were
encoded and calculated. That failure could have a negative impact
on each fund's operations, including the handling of securities
trades, pricing and account services. SSB Citi has advised each
fund that it has been reviewing all of its computer systems and
actively working on necessary changes to its systems to prepare
for the year 2000 and expect that its systems will be compliant
before that date. In addition, SSB Citi has been advised by each
fund's custodian, distributor, transfer agent, sub-transfer agent
and accounting service agent that they are also in the process of
modifying their systems with the same goal. There can, however, be
no assurance that SSB Citi or any other service provider will be
successful, or that interaction with other non-complying computer
systems will not impair fund services at that time.

Portfolio Turnover. Each fund may purchase or sell securities
without regard to the length of time the security has been held
and thus may experience a high rate of portfolio turnover. A 100%
turnover rate would occur, for example, if all the securities in a
portfolio were replaced in a period of one year. A fund may
experience a high rate of portfolio turnover if, for example, it
writes a substantial number of covered call options and the market
prices of the underlying securities appreciate. The rate of
portfolio turnover is not a limiting factor when SSB Citi deems it
desirable to purchase or sell securities or to engage in options
transactions. High portfolio turnover involves correspondingly
greater transaction costs, including any brokerage commissions,
which are borne directly by the respective fund and may increase
the recognition of short-term, rather than long-term, capital
gains if securities are held for one year or less and may
therefore increase shareholders' liability for applicable income
taxes on resulting distributions.

Investment Restrictions

The trust has adopted the following investment restrictions for
the protection of shareholders. Restrictions 1 through 6 below
have been adopted by the trust with respect to each fund as
fundamental policies. Under the 1940 Act, a fundamental policy of
a fund may not be changed without the vote of a majority of the
fund's outstanding voting securities, as defined in the 1940 Act.
Such majority is 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. Investment
restrictions 7 through 14 may be changed by vote of a majority of
the trust's board of trustees at any time.

Under the investment policies adopted by the trust a fund may not:

1. Invest in a manner that would cause it to fail to be a
"diversified company" under the 1940 Act and the rules,
regulations and orders thereunder.

2. Invest more than 25% of its total assets in securities, the
issuers of which conduct their principal business activities
in the same industry. For purposes of this limitation,
securities of the U.S. government (including its agencies
and instrumentalities) and securities of state or municipal
governments and their political subdivisions are not
considered to be issued by members of any industry.

3. Borrow money, except that (a) the fund may borrow from banks
for temporary or emergency (not leveraging) purposes,
including the meeting of redemption requests which might
otherwise require the untimely disposition of securities,
and (b) the fund may, to the extent consistent with its
investment policies, enter into reverse repurchase
agreements, forward roll transactions and similar investment
strategies and techniques. To the extent that it engages in
transactions described in (a) and (b), the fund will be
limited so that no more than 331/3% of the value of its
total assets (including the amount borrowed), valued at the
lesser of cost or market, less liabilities (not including
the amount borrowed), is derived from such transactions.

4. Make loans. This restriction does not apply to: (a) the
purchase of debt obligations in which the fund may invest
consistent with its investment objectives and policies; (b)
repurchase agreements; and (c) loans of its portfolio
securities, to the fullest extent permitted under the 1940
Act.

5. Purchase or sell real estate, real estate mortgages,
commodities or commodity contracts, but this restriction
shall not prevent the fund from (a) investing in securities
of issuers engaged in the real estate business or the
business of investing in real estate (including interests in
limited partnerships owning or otherwise engaging in the
real estate business or the business of investing in real
estate) and securities which are secured by real estate or
interests therein; (b) holding or selling real estate
received in connection with securities it holds or held; (c)
trading in futures contracts and options on futures
contracts (including options on currencies to the extent
consistent with the funds' investment objective and
policies); or (d) investing in real estate investment trust
securities.

6. Engage in the business of underwriting securities issued by
other persons, 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. Purchasing securities on margin. For purposes of this
restriction, the deposit or payment of initial or variation
margin in connection with futures contracts or related
options will not be deemed to be a purchase of securities on
margin by any fund permitted to engage in transactions in
futures contracts or related options.

8. Making short sales of securities or maintaining a short
position.

9. Pledging, hypothecating, mortgaging or otherwise encumbering
more than 10% of the value of the fund's total assets. For
purposes of this restriction, (a) the deposit of assets in
escrow in connection with the writing of covered call
options and (b) collateral arrangements with respect to (i)
the purchase and sale of options on stock indices and (ii)
initial or variation margin for futures contracts, will not
be deemed to be pledges of a fund's assets.

10. Investing in oil, gas or other mineral exploration or
development programs, except that the fund may invest in the
securities of companies that invest in or sponsor those
programs.

11. Writing or selling puts, calls, straddles, spreads or
combinations thereof, except that Social Awareness Fund may
write covered call options.

12. Purchasing illiquid securities (such as repurchase
agreements with maturities in excess of seven days) or other
securities that are not readily marketable if more than 15%
of the total assets of the fund would be invested in such
securities.

13. Making investments for the purpose of exercising control or
management.

14. Purchasing or retaining securities of any company if, to the
knowledge of the trust, any of a fund's officers or trustees
of the trust or any officer or director of the fund's
adviser individually owns more than 1/2 of 1% of the
outstanding securities of such company and together they own
beneficially more than 5% of such securities.

The trust may make commitments more restrictive than the
restrictions listed above with respect to a fund so as to permit
the sale of shares of the fund in certain states. Should the trust
determine that any such commitment is no longer in the best
interests of a fund and its shareholders, the trust will revoke
the commitment by terminating the sale of shares of the fund in
the relevant state. The percentage limitations contained in the
restrictions listed above apply at the time of purchases of
securities.

Portfolio Turnover

The funds do not intend to seek profits through short-term
trading. Nevertheless, the funds will not consider turnover rate a
limiting factor in making investment decisions.

Under certain market conditions, a fund may experience increased
portfolio turnover as a result of its options activities. For
instance, the exercise of a substantial number of options written
by a fund (because of appreciation of the underlying security in
the case of call options or depreciation of the underlying
security in the case of put options) could result in a turnover
rate in excess of 100%. In addition, Social Awareness Fund may
experience increased portfolio turnover as a result of the asset
allocation strategy it employs and the Large Cap Blend Fund's
disciplined sell strategy may result in an increased portfolio
turnover. The portfolio turnover rate of a fund is calculated by
dividing the lesser of purchases or sales of portfolio securities
for the year by the monthly average value of portfolio securities.
Securities with remaining maturities of one year or less on the
date of acquisition are excluded from the calculation.

For the fiscal years ended January 31, 1998 and 1999, the
portfolio turnover rates of the funds were as follows:

Fund
1997
1998
1999
Social Awareness
Fund
68%
62%
36%
Large Cap Blend Fund
9%
17%
29%

Portfolio Transactions

Most of the purchases and sales of securities for a fund, whether
transacted on a securities exchange or in the over-the-counter
market, will be effected in the primary trading market for the
securities. The primary trading market for a given security
generally is located in the country in which the issuer has its
principal office. Decisions to buy and sell securities for a fund
are made by SSB Citi, which also is responsible for placing these
transactions, subject to the overall review of the trust's
trustees.

Although investment decisions for each fund are made independently
from those of the other accounts managed by SSB Citi, investments
of the type the fund may make also may be made by those other
accounts. When a fund and one or more other accounts managed by
SSB Citi are prepared to invest in, or desire to dispose of, the
same security, available investments or opportunities for sales
will be allocated in a manner believed by SSB Citi to be equitable
to each. In some cases, this procedure may adversely affect the
price paid or received by a fund or the size of the position
obtained or disposed of by the fund.

Transactions on domestic stock exchanges and some foreign stock
exchanges involve the payment of negotiated brokerage commissions.
On exchanges on which commissions are negotiated, the cost of
transactions may vary among different brokers. On most foreign
exchanges, commissions are generally fixed. There is generally no
stated commission in the case of securities traded in domestic or
foreign over-the-counter markets, but the prices of those
securities include undisclosed commissions or mark-ups. The cost
of securities purchased from underwriters includes an underwriting
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. U.S. government securities are generally purchased from
underwriters or dealers, although certain newly issued U.S.
government securities may be purchased directly from the United
States Treasury or from the issuing agency or instrumentality,
respectively.

The following table sets forth certain information regarding the
payment of brokerage commissions by the Social Awareness Fund and
the Large Cap Blend Fund:

Fiscal Year
Ended January
31
Social
Awareness
Fund
Large Cap
Blend Fund

Total Brokerage
Commissions
1997
$215,689
$130,854

1998
218,633
$169,715

1999
169,611
304,444

Commissions paid to
Salomon Smith Barney

1997

$6,276

$8,046

1998
7,578
1,500

1999
0
5,463
% of Total Brokerage
Commissions paid to
Salomon Smith Barney

1999

1.79%
% of Total Transactions
involving Commissions
paid to Salomon Smith
Barney

1999

3.21%

The total brokerage commissions paid by the funds for each fiscal
year vary primarily because of increases or decreases in the
funds' volume of securities transactions on which brokerage
commissions are charged.

In selecting brokers or dealers to execute portfolio transactions
on behalf of a fund, SSB Citi seeks the best overall terms
available. In assessing the best overall terms available for any
transaction, SSB Citi will consider the factors SSB Citi deems
relevant, including the breadth of the market in the security, the
price of the security, the financial condition and the 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 addition, each advisory agreement between the
trust and SSB Citi relating to a fund authorizes SSB Citi, in
selecting brokers or dealers to execute a particular transaction
and in evaluating the best overall terms available, 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, the other funds and/or other accounts over which SSB
Citi or its affiliates exercise investment discretion. For the
fiscal year ended January 31, 1999, the Social Awareness Fund and
Large Cap Blend Fund directed brokerage transactions totaling
$5,781,061 and $10,270,526, respectively, to brokers because of
research services provided. The amount of brokerage commissions
paid on such transactions for the Social Awareness Fund and Large
Cap Blend Fund total $6,300 and $12,900, respectively. The fees
under the advisory agreements relating to the funds between the
trust and SSB Citi are not reduced by reason of their receiving
such brokerage and research services. The trust's board of
trustees periodically will review the commissions paid by the
funds to determine if the commissions paid over representative
periods of time were reasonable in relation to the benefits
inuring to the funds.

To the extent consistent with applicable provisions of the 1940
Act and the rules and exemptions adopted by the SEC thereunder,
the board of trustees has determined that transactions (including
commodities transactions) for a fund may be executed through
Salomon Smith Barney and other affiliated broker-dealers if, in
the judgment of SSB Citi, the use of such broker-dealer is likely
to result in price and execution at least as favorable as those of
other qualified broker-dealers, and if, in the transaction, such
broker-dealer charges the fund a rate consistent with that charged
to comparable unaffiliated customers in similar transactions.
Salomon Smith Barney may directly execute such transactions for
the funds on the floor of any national securities exchange,
provided (a) the board of trustees has expressly authorized
Salomon Smith Barney to effect such transactions, and (b) Salomon
Smith Barney annually advises the trust of the aggregate
compensation it earned on such transactions. Over-the-counter
purchases and sales are transacted directly with principal market
makers except when better prices and executions may be obtained
elsewhere. The funds may, from time to time, in accordance with an
exemptive order granted by the SEC, enter into principal
transactions involving certain money market instruments with
Salomon Smith Barney and certain Salomon Smith Barney affiliated
dealers.

The funds will not purchase any security, including U.S.
government securities, during the existence of any underwriting or
selling group relating thereto of which Salomon Smith Barney is a
member, except to the extent permitted by the SEC.

PURCHASE, EXCHANGE AND REDEMPTION OF SHARES

Purchase of Shares

General. Social Awareness Fund offers four Classes of shares:
Classes A, B, L, and Y. Large Cap Blend Fund offers five Classes
of shares: Classes A, B, L, O, and Y. Class A, Class L and Class
O shares are sold to investors with an initial sales charge.
Class B shares are sold without an initial sales charge but are
subject to a deferred sales charge payable upon certain
redemptions. Class L and Class O shares are also subject to a
deferred sales charge payable upon certain redemptions. Class Y
shares are sold without an initial sales charge or a deferred
sales charge and are available only to investors investing a
minimum of $15,000,000. See the prospectuses for a discussion of
factors to consider in selecting which Class of shares to
purchase. Class O shares are available for purchase only by
shareholders who owed Class C shares of the Large Cap Blend Fund
on June 12, 1998.

Investors in Class A, Class B, Class L and Class O shares may open
an account by making an initial investment in the fund of at least
$1,000 for each account, or $250 for an IRA or a Self-Employed
Retirement Plan. Investors in Class Y shares may open an account
by making an initial investment of $15,000,000. Subsequent
investments of at least $50 may be made for all classes. For
participants in retirement plans qualified under Section 403(b)(7)
or Section 401(a) of the Code, the minimum initial and subsequent
investment requirement for Class A, Class B, Class L and Class O
shares and the subsequent investment requirement for all Classes
in the fund is $25. For shareholders purchasing shares of the
fund through the Systematic Investment Plan on a monthly basis,
the minimum initial investment requirement for Class A, Class B,
Class L and Class O shares and the subsequent investment
requirement for all Classes is $25. For shareholders purchasing
shares of the fund through the Systematic Investment Plan on a
quarterly basis, the minimum initial investment requirement for
Class A, Class B, Class L and Class O shares and the subsequent
investment requirement for all Classes is $50. There are no
minimum investment requirements in Class A shares for employees of
Citigroup and its subsidiaries, including Salomon Smith Barney,
unit holders who invest distributing from a Unit Investment Trust
("UIT") sponsored by Salomon Smith Barney, directors or trustees
of any of the Smith Barney Mutual Funds, and their spouses and
children. The funds reserve the right to waive or change minimums,
to decline any order to purchase their shares and to suspend the
offering of shares from time to time. Shares purchased will be
held in the shareholder's account by the transfer agent. Share
certificates are issued only upon a shareholder's written request
to the transfer agent.

Salomon Smith Barney Accounts. Purchases of shares of the funds
must be made through a brokerage account maintained with Salomon
Smith Barney, an introducing broker or an investment dealer in the
selling group. In addition, certain investors, including qualified
retirement plans and certain other institutional investors, may
purchase shares directly from the funds through the transfer
agent. When purchasing shares of a fund, investors must specify
whether the purchase is for Class A, Class B, Class L, Class O or
Class Y shares. Salomon Smith Barney and other broker/dealers may
charge their customers an annual account maintenance fee in
connection with a brokerage account through which an investor
purchases or holds shares. Accounts held directly at the transfer
agent are not subject to a maintenance fee.

Purchase orders received by a fund or Salomon Smith Barney prior
to the close of regular trading on the NYSE, on any day the fund
calculates its net asset value, are priced according to the net
asset value determined on that day (the "trade date"). Orders
received by dealers or introducing brokers prior to the close of
regular trading on the NYSE on any day the fund calculate its net
asset value, are priced according to the net asset value
determined on that day, provided the order is received by the
fund's agent prior to the agent's close of business. For shares
purchased through Salomon Smith Barney and introducing brokers
purchasing through Salomon Smith Barney, payment for shares of the
fund is due on the third business day after the trade date. In all
other cases, payment must be made with the purchase order.

PFS Accounts. Each Fund offers two Classes of shares to investors
purchasing through PFS Accounts. Class A shares are sold to
investors with an initial sales charge and Class B shares are sold
without an initial sales charge but are subject to a contingent
deferred sales charge ("CDSC") payable upon certain redemptions.

Initial purchases of shares of each Fund must be made through a
PFS Investments Registered Representative by completing the
appropriate application. The completed application should be
forwarded to the Sub-Transfer Agent, 3100 Breckinridge Blvd.,
Bldg. 200, Duluth, Georgia 30099-0062. Checks drawn on foreign
banks must be payable in U.S. dollars and have the routing number
of the U.S. bank encoded on the check. Subsequent investments may
be sent directly to the Sub-Transfer Agent. In processing
applications and investments, the Transfer Agent acts as agent for
the investor and for PFS Investments and also as agent for the
Distributor, in accordance with the terms of the Prospectus. If
the Transfer Agent ceases to act as such, a successor company
named by the Trust will act in the same capacity so long as the
account remains open.

Shares purchased will be held in the shareholder's account by the
Sub-Transfer Agent. Share certificates are issued only upon a
shareholder's written request to the Sub-Transfer Agent. A
shareholder who has insufficient funds to complete any purchase,
will be charged a fee of $27.50 per returned purchase by PFS or
the Sub-Transfer Agent.

Upon completion of certain automated systems, initial purchases of
Fund shares may be made by wire. The minimum investment that can
be made by wire is $10,000. Before sending the wire, the PFS
Investments Inc. Registered Representative must contact the Sub-
Transfer Agent at (800) 665-8677 to obtain proper wire
instructions. Once an account is open, a shareholder may make
additional investments by wire. The shareholder should contact
the Sub-Transfer Agent at (800) 544-5445 to obtain proper wire
instructions.

Shareholders who establish telephone transaction authority on
their account and supply bank account information may make
additions to their accounts at any time. Shareholders should
contact the Sub-Transfer Agent at (800) 544-5445 between 9:00 a.m.
and 6:00 p.m. eastern time any day that the NYSE is open. If a
shareholder does not wish to allow telephone subsequent
investments by any person in his account, he should decline the
telephone transaction option on the account application. The
minimum telephone subsequent investment is $250 and can be up to a
maximum of $10,000. By requesting a subsequent purchase by
telephone, you authorize the Sub-Transfer agent to transfer funds
from the bank account provided for the amount of the purchase. A
shareholder who has insufficient funds to complete the transfer
will be charged a fee of up to $27.50 by PFS or the Sub-Transfer
Agent. A shareholder who places a stop payment on a transfer or
the transfer is returned because the account has been closed, will
also be charged a fee of up to $27.50 by PFS or the Sub-Transfer
Agent. Subsequent investments by telephone may not be available
if the shareholder cannot reach the Sub-Transfer Agent whether
because all telephone lines are busy or for any other reason; in
such case, a shareholder would have to use the Fund's regular
subsequent investment procedure described above.

Additional information regarding the sub-transfer agent's services
may be obtained by contacting the Client Services Department at
(800) 544-5445.

Other Accounts. Each Fund offers two Classes of shares to
investors purchasing through Other Accounts: Class A shares and
Class B shares.

Each Service Agent has agreed to transmit to its customers who are
shareholders of the Fund appropriate prior written disclosure of
any fees that it may charge them directly. Each Service Agent is
responsible for transmitting promptly orders of its customers.
Your Service agent is the shareholder of record for the shares of
the Fund you own.

a. Additional General Information

Systematic Investment Plan. Shareholders may make additions to
their accounts at any time by purchasing shares through a service
known as the Systematic Investment Plan. Under the Systematic
Investment Plan, Salomon Smith Barney or your agent is authorized
through preauthorized transfers of at least $25 on a monthly basis
or at least $50 on a quarterly basis to charge the regular bank
account or other financial institution indicated by the
shareholder, to provide systematic additions to the shareholder's
fund account. A shareholder who has insufficient funds to
complete the transfer will be charged a fee of up to $25 by
Salomon Smith Barney, PFS Investments or Citicorp Investment
Services. The Systematic Investment Plan also authorizes Salomon
Smith Barney to apply cash held in the shareholder's Salomon Smith
Barney brokerage account or redeem the shareholder's shares of a
Smith Barney money market fund to make additions to the account.
Additional information is available from the Fund, a Salomon Smith
Barney Financial Consultant, a Citibank Service Agent or a PFS
Registered Representative.

Initial Sales Charge Alternative - Class A Shares. The sales
charges applicable to purchases of Class A shares of the funds are
as follows:

Amount of
Investment
Sales Charge
as % of
Offering
Price
Sales Charge as
% of Amount Invested
Less than $25,000
5.00%
5.26%
$ 25,000 -
49,999
4.00
4.17
50,000 -
99,999
3.50
3.63
100,000 -
249,999
3.00
3.09
250,000 -
499,999
2.00
2.04
500,000 and
over
- -0-
- -0-

Purchases of Class A shares of $500,000 or more will be made at
net asset value without any initial sales charge, but will be
subject to a deferred sales charge of 1.00% on redemptions made
within 12 months of purchase. The deferred sales charge on Class A
shares is payable to Salomon Smith Barney, which compensates
Salomon Smith Barney Financial Consultants and other dealers whose
clients make purchases of $500,000 or more. The deferred sales
charge is waived in the same circumstances in which the deferred
sales charge applicable to Class B, Class L and Class O shares is
waived. See "Deferred Sales Charge Alternatives" and "Waivers of
deferred sales charge.

Members of the selling group may receive up to 90% of the sales
charge and may be deemed to be underwriters of a fund as defined
in the 1933 Act.

The reduced sales charges shown above apply to the aggregate of
purchases of Class A shares of a fund made at one time by any
person, which includes an individual and his or her immediate
family, or a trustee or other fiduciary of a single trust estate
or single fiduciary account.

Initial Sales Charge Alternative - Class L Shares and Class O
Shares . For purchases of Class L and Class O shares, there is a
sales charge of 1% of the offering price (1.01% of the net amount
invested).

Initial Sales Charge Waivers for Class A Shares. Purchases of
Class A shares may be made at net asset value without a sales
charge in the following circumstances: (a) sales to (i) board
members and employees of Citigroup and its subsidiaries and any
Citigroup affiliated funds including the Smith Barney Mutual Funds
(including retired board members and employees); the immediate
families of such persons (including the surviving spouse of a
deceased board member or employee); and to a pension, profit-
sharing or other benefit plan for such persons and (ii) employees
of members of the National Association of Securities Dealers,
Inc., provided such sales are made upon the assurance of the
purchaser that the purchase is made for investment purposes and
that the securities will not be resold except through redemption
or repurchase; (b) offers of Class A shares to any other
investment company to effect the combination of such company with
the fund by merger, acquisition of assets or otherwise; (c)
purchases of Class A shares by any client of a newly employed
Salomon Smith Barney Financial Consultant, Citibank Service Agent
or PFS Registered Representative (for a period up to 90 days from
the commencement of the Financial Consultant's employment with
Salomon Smith Barney), on the condition the purchase of Class A
shares is made with the proceeds of the redemption of shares of a
mutual fund which (i) was sponsored by the Financial Consultant's,
Citibank Service Agent's or PFS Registered Representative's prior
employer, (ii) was sold to the client by the Financial Consultant,
Citibank Service Agent or PFS Registered Representative, and (iii)
was subject to a sales charge; (d) purchases by shareholders who
have redeemed Class A shares in the fund (or Class A shares of
another fund of the Smith Barney Mutual Funds that are offered
with a sales charge) and who wish to reinvest their redemption
proceeds in the same fund, provided the reinvestment is made
within 60 calendar days of the redemption; (e) purchases by
accounts managed by registered investment advisory subsidiaries of
Citigroup; (f) direct rollovers by plan participants of
distributions from a 401(k) plan offered to employees of Citigroup
or its subsidiaries or a 401(k) plan enrolled in the Salomon Smith
Barney 401(k) Program (Note: subsequent investments will be
subject to the applicable sales charge); (g) purchases by separate
accounts used to fund certain unregistered variable annuity
contracts; (h) investments of distributions from or proceeds from
a sale of a UIT sponsored by Salomon Smith Barney; (i) purchases
by investors participating in a Salomon Smith Barney fee-based
arrangement; and (j) purchases of Class A shares by Section 403(b)
or Section 401(a) or (k) accounts associated with Copeland
Retirement Programs. In order to obtain such discounts, the
purchaser must provide sufficient information at the time of
purchase to permit verification that the purchase would qualify
for the elimination of the sales charge.

Right of Accumulation. Class A shares of the funds may be
purchased by "any person"' (as defined above) at a reduced sales
charge or at net asset value determined by aggregating the dollar
amount of the new purchase and the total net asset value of all
Class A shares of the fund and of funds sponsored by Salomon Smith
Barney, which are offered with a sales charge, listed under
"Exchange Privilege" then held by such person and applying the
sales charge applicable to such aggregate. In order to obtain
such discount, the purchaser must provide sufficient information
at the time of purchase to permit verification that the purchase
qualifies for the reduced sales charge. The right of accumulation
is subject to modification or discontinuance at any time with
respect to all shares purchased thereafter.

Letter of Intent. A Letter of Intent for amounts of $50,000 or
more provides an opportunity for an investor to obtain a reduced
sales charge by aggregating investments over a 13 month period,
provided that the investor refers to such Letter when placing
orders. For purposes of a Letter of Intent, the Amount of
Investment as referred to in the preceding sales charge table
includes purchases of all Class A shares of the funds and other
funds of the Smith Barney Mutual Funds offered with a sales charge
over the 13 month period based on the total amount of intended
purchases plus the value of all Class A shares previously
purchased and still owned. An alternative is to compute the 13
month period starting up to 90 days before the date of execution
of a Letter of Intent. Each investment made during the period
receives the reduced sales charge applicable to the total amount
of the investment goal. If the goal is not achieved within the
period, the investor must pay the difference between the sales
charges applicable to the purchases made and the charges
previously paid, or an appropriate number of escrowed shares will
be redeemed. Please contact a Salomon Smith Barney Financial
Consultant, a PFS Registered Representative or a Citibank Service
Agent to obtain a Letter of Intent application.

A Letter of Intent may also be used as a way for investors to meet
the minimum investment requirement for Class Y shares. The
investor must make an initial minimum purchase of $5,000,000 in
Class Y shares of the fund and agree to purchase a total of
$15,000,000 of Class Y shares of the same fund within 13 months
from the date of the Letter. If a total investment of $15,000,000
is not made within the 13-month period, all Class Y shares
purchased to date will be transferred to Class A shares, where
they will be subject to all fees (including a service fee of
0.25%) and expenses applicable to the fund's Class A shares, which
may include a deferred sales charge of 1.00%. Please contact a
Salomon Smith Barney Financial Consultant, a PFS Registered
Representative or a Citibank Service Agent for further
information.

Deferred Sales Charge Alternatives. Deferred sales charge shares
are sold at net asset value next determined without an initial
sales charge so that the full amount of an investor's purchase
payment may be immediately invested in the funds. A deferred sales
charge, however, may be imposed on certain redemptions of these
shares. "deferred sales charge shares" are: (a) Class B shares;
(b) Class L shares; (c) Class O shares and (d) Class A shares that
were purchased without an initial sales charge but subject to a
deferred sales charge.

Any applicable deferred sales charge will be assessed on an amount
equal to the lesser of the original cost of the shares being
redeemed or their net asset value at the time of redemption.
deferred sales charge shares that are redeemed will not be subject
to a deferred sales charge to the extent that the value of such
shares represents: (a) capital appreciation of fund assets; (b)
reinvestment of dividends or capital gain distributions; (c) with
respect to Class B shares, shares redeemed more than five years
after their purchase; or (d) with respect to Class L shares, Class
O shares and Class A shares that are deferred sales charge shares,
shares redeemed more than 12 months after their purchase.

Class L shares, Class O shares and Class A shares that are
deferred sales charge shares are subject to a 1.00% deferred sales
charge if redeemed within 12 months of purchase. In circumstances
in which the deferred sales charge is imposed on Class B shares,
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. Solely for purposes of determining the number of
years since a purchase payment, all purchase payments made during
a month will be aggregated and deemed to have been made on the
last day of the preceding Salomon Smith Barney statement month.
The following table sets forth the rates of the charge for
redemptions of Class B shares by shareholders, except in the case
of Class B shares held under the Salomon Smith Barney 401(k)
Program, as described below. See "Purchase of Shares-Smith Barney
401(k) and ExecChoiceTM Programs."

Year Since Purchase
Payment Was Made

Deferred Sales
Charge
First
5.00%
Second
4.00
Third
3.00
Fourth
2.00
Fifth
1.00
Sixth and thereafter
0.00

Class B shares will convert automatically to Class A shares eight
years after the date on which they were purchased and thereafter
will no longer be subject to any distribution fees. There will
also be converted at that time such proportion of Class B dividend
shares owned by the shareholder as the total number of his or her
Class B shares converting at the time bears to the total number of
outstanding Class B shares (other than Class B dividend shares)
owned by the shareholder.

In determining the applicability of any deferred sales charge, it
will be assumed that a redemption is made first of shares
representing capital appreciation, next of shares representing the
reinvestment of dividends and capital gain distributions and
finally of other shares held by the shareholder for the longest
period of time. The length of time that deferred sales charge
shares acquired through an exchange have been held will be
calculated from the date that the shares exchanged were initially
acquired in one of the other Smith Barney Mutual Funds, and fund
shares being redeemed will be considered to represent, as
applicable, capital appreciation or dividend and capital gain
distribution reinvestments in such other funds. For federal income
tax purposes, the amount of the deferred sales charge will reduce
the gain or increase the loss, as the case may be, on the
redemption. The amount of any deferred sales charge will be paid
to Salomon Smith Barney.

To provide an example, assume an investor purchased 100 Class B
shares of a fund at $10 per share for a cost of $1,000.
Subsequently, the investor acquired 5 additional shares of the
fund through dividend reinvestment. During the fifteenth month
after the purchase, the investor decided to redeem $500 of his or
her investment. Assuming at the time of the redemption the net
asset value had appreciated to $12 per share, the value of the
investor's shares would be $1,260 (105 shares at $12 per share).
The deferred sales charge would not be applied to the amount which
represents appreciation ($200) and the value of the reinvested
dividend shares ($60). Therefore, $240 of the $500 redemption
proceeds ($500 minus $260) would be charged at a rate of 4.00%
(the applicable rate for Class B shares) for a total deferred
sales charge of $9.60.

Waivers of Deferred Sales Charge. The deferred sales charge will
be waived on: (a) exchanges (see "Exchange Privilege"); (b)
automatic cash withdrawals in amounts equal to or less than 1.00%
per month of the value of the shareholder's shares at the time the
withdrawal plan commences (see "Automatic Cash Withdrawal Plan")
(automatic cash withdrawals in amounts equal to or less than 2.00%
per month of the value of the shareholder's shares will be
permitted for withdrawal plans that were established prior to
November 7, 1994); (c) redemptions of shares within twelve months
following the death or disability of the shareholder; (d)
redemptions of shares made in connection with qualified
distributions from retirement plans or IRAs upon the attainment of
age 591/2; (e) involuntary redemptions; and (f) redemptions of
shares to effect the combination of the fund with any other
investment company by merger, acquisition of assets or otherwise.
In addition, a shareholder who has redeemed shares from other
funds of the Smith Barney Mutual Funds may, under certain
circumstances, reinvest all or part of the redemption proceeds
within 60 days and receive pro rata credit for any deferred sales
charge imposed on the prior redemption.

Deferred sales charge waivers will be granted subject to
confirmation (by Salomon Smith Barney in the case of shareholders
who are also Salomon Smith Barney clients or by the transfer agent
in the case of all other shareholders) of the shareholder's status
or holdings, as the case may be.

Salomon Smith Barney Retirement Programs. You may be eligible to
participate in a retirement program sponsored by Salomon Smith
Barney or one of its affiliates. The fund offers Class A and Class
L shares at net asset value to participating plans under the
programs. You can meet minimum investment and exchange amounts, if
any, by combining the plan's investments in any of the Smith
Barney mutual funds.

There are no sales charges when you buy or sell shares and the
class of shares you may purchase depends on the amount of your
initial investment and/or the date your account is opened. Once a
class of shares is chosen, all additional purchases must be of the
same class.

.For plans opened on or after March 1, 2000 that are not part of
the Paychex offering, Class A shares may be purchased regardless
of the amount invested.

For plans opened prior to March 1, 2000 and for plans that are
part of the Paychex offering, the class of shares you may purchase
depends on the amount of your initial investment:

Class A Shares. Class A shares may be purchased by plans investing
at least $1 million.

Class L Shares. Class L shares may be purchased by plans
investing less than $1 million. Class L shares are eligible to
exchange into Class A shares not later than 8 years after the plan
joined the program. They are eligible for exchange in the
following circumstances:

If the plan was opened on or after June 21, 1996 and a total of $1
million is invested in Smith Barney Funds Class L shares (other
than money market funds), all Class L shares are eligible for
exchange after the plan is in the program 5 years.

If the plan was opened before June 21, 1996 and a total of
$500,000 is invested in Smith Barney Funds Class L shares (other
than money market funds) on December 31 in any year, all Class L
shares are eligible for exchange on or about March 31 of the
following year.

For more information, call your Salomon Smith Barney Financial
Consultant or the transfer agent.

Class O Shares. Class O shares of the Large Cap Blend Fund are
offered without any sales charge or deferred sales charge to any
participating plan that purchases less than $1,000,000 of Class L
and/or Class O shares of one or more funds of the Smith Barney
Mutual Funds. Class O shares may only be purchased by plans if
the plan opened its account on or before June 12, 1998.

Retirement Programs Opened On or After June 21, 1996. If, at the
end of the fifth year after the date the participating plan
enrolled in the Smith Barney 401(k) Program or ExecChoiceTM
Program, a participating plan's total Class L and/or Class O
holdings in all non-money market Smith Barney Mutual Funds equal
at least $1,000,000, the participating plan will be offered the
opportunity to exchange all of its Class L and/or Class O shares
for Class A shares of the fund. (For participating plans that were
originally established through a Salomon Smith Barney retail
brokerage account, the five-year period will be calculated from
the date the retail brokerage account was opened.) Such
participating plans will be notified of the pending exchange in
writing within 30 days after the fifth anniversary of the
enrollment date and, unless the exchange offer has been rejected
in writing, the exchange will occur on or about the 90th day after
the fifth anniversary date. If the participating plan does not
qualify for the five-year exchange to Class A shares, a review of
the participating plan's holdings will be performed each quarter
until either the participating plan qualifies or the end of the
eighth year.

Retirement Programs Opened Prior to June 21, 1996. In any year
after the date a participating plan enrolled in the Smith Barney
401(k) Program, if its total Class L and/or Class O holdings in
all non-money market Smith Barney Mutual Funds equal at least
$500,000 as of the calendar year-end, the participating plan will
be offered the opportunity to exchange all of its Class L and/or
Class O shares for Class A shares of the same fund. Such Plans
will be notified 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 the following March.

Any participating plan in the Smith Barney 401(k) or ExecChoiceTM
Program, whether opened before or after June 21, 1996, that has
not previously qualified for an exchange into Class A shares will
be offered the opportunity to exchange all of its Class L and/or
Class O shares for Class A shares of the same fund regardless of
asset size, at the end of the eighth year after the date the
participating plan enrolled in the Smith Barney 401(k) or
ExecChoiceTM Program. Such plans will be notified of the pending
exchange in writing approximately 60 days before the eighth
anniversary of the enrollment date and, unless the exchange has
been rejected in writing, the exchange will occur on or about the
eighth anniversary date. Once an exchange has occurred, a
participating plan will not be eligible to acquire additional
Class L shares, but instead may acquire Class A shares of the same
fund. Any Class L and/ or Class O shares not converted will
continue to be subject to the distribution fee.

Participating plans wishing to acquire shares of the fund through
the Smith Barney 401(k) Program or the Smith Barney ExecChoiceTM
Program must purchase such shares directly from the transfer
agent. For further information regarding these Programs, investors
should contact a Salomon Smith Barney Financial Consultant.

Retirement Programs Investing in Class B Shares: Class B shares
of a fund are not available for purchase by participating plans
opened on or after June 21, 1996, but may continue to be purchased
by any participating plan in the Smith Barney 401(k) Program
opened prior to such date and originally investing in such Class.
Class B shares acquired are subject to a deferred sales charge of
3.00% of redemption proceeds if the participating plan terminates
within eight years of the date the participating plan first
enrolled in the Smith Barney 401(k) Program.

At the end of the eighth year after the date the participating
plan enrolled in the Smith Barney 401(k) Program, the
participating plan will be offered the opportunity to exchange all
of its Class B shares for Class A shares of the same fund. Such
participating plan will be notified of the pending exchange in
writing approximately 60 days before the eighth anniversary of the
enrollment 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,
but instead may acquire Class A shares of the same fund. If the
participating plan elects not to exchange all of its 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 "Purchase of Shares-Deferred Sales Charge
Alternatives."

No deferred sales charge is imposed on redemptions of Class B
shares to the extent that the net asset value of the shares
redeemed does not exceed the current net asset value of the shares
purchased through reinvestment of dividends or capital gain
distributions, plus the current net asset value of Class B shares
purchased more than eight years prior to the redemption, plus
increases in the net asset value of the shareholder's Class B
shares above the purchase payments made during the preceding eight
years. Whether or not the deferred sales charge applies to the
redemption by a participating plan depends on the number of years
since the participating plan first became enrolled in the Smith
Barney 401(k) Program, unlike the applicability of the deferred
sales charge to redemptions by other shareholders, which depends
on the number of years since those shareholders made the purchase
payment from which the amount is being redeemed.

The deferred sales charge 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 591/2 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 shares in connection with a loan made by the
participating plan to an employee.

Exchange Privilege

As your needs change, you may wish to reposition your investments.
With Smith Barney Mutual Funds, you have the ability to exchange
your shares of most Smith Barney mutual funds for those of others
within the family.

Except as otherwise noted below, shares of each Class of the fund
may be exchanged for shares of the same Class of certain Smith
Barney Mutual Funds, to the extent shares are offered for sale in
the shareholder's state of residence. Exchanges of Class A, Class
B, Class L and Class O shares are subject to minimum investment
requirements and all shares are subject to the other requirements
of the fund into which exchanges are made.

Class B Exchanges. In the event a Class B shareholder wishes to
exchange all or a portion of his or her shares in any fund
imposing a higher deferred sales charge than that imposed by the
fund, the exchanged Class B shares will be subject to the higher
applicable deferred sales charge. 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 that have been exchanged.

Class L Exchanges. Upon an exchange, the new Class L shares will
be deemed to have been purchased on the same date as the Class L
shares of the fund that have been exchanged.

Class O Exchanges. Class O shares may only be exchanged for Class
L shares of another fund. Upon an exchange, the new Class L
shares will be deemed to have been purchased on the same date as
the Class O shares of the fund that have been exchanged.

Class A and Class Y Exchanges. Class A and Class Y shareholders
of the fund who wish to exchange all or a portion of their shares
for shares of the respective Class in any of the funds identified
above may do so without imposition of any charge.

Additional Information Regarding the Exchange Privilege.
Although the exchange privilege is an important benefit, excessive
exchange transactions can be detrimental to a fund's performance
and its shareholders. SSB Citi may determine that a pattern of
frequent exchanges is excessive and contrary to the best interests
of a fund's other shareholders. In this event, each fund may, at
its discretion, decide to limit additional purchases and/or
exchanges by the shareholder. Upon such a determination, the fund
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 of the Smith Barney Mutual
Funds ordinarily available, which position the shareholder would
be expected to maintain for a significant period of time. All
relevant factors will be considered in determining what
constitutes an abusive pattern of exchanges.

Certain shareholders may be able to exchange shares by telephone.
See "Redemption of Shares-Telephone Redemptions and Exchange
Program." Exchanges will be processed at the net asset value next
determined. Redemption procedures discussed below are also
applicable for exchanging shares, and exchanges will be made upon
receipt of all supporting documents in proper form. If the
account registration of the shares of the fund being acquired is
identical to the registration of the shares of the fund exchanged,
no signature guarantee is required. An exchange involves a
taxable redemption of shares, subject to the tax treatment
described in " TAXES" below, followed by a purchase of shares of a
different fund. Before exchanging shares, investors should read
the current prospectus describing the shares to be acquired. The
funds reserve the right to modify or discontinue exchange
privileges upon 60 days' prior notice to shareholders.

Special Provisions - PFS Accounts

For PFS Accounts, shares of each class of the Fund may be
exchanged at the net asset value next determined for shares of the
same class in the following funds, to the extent shares are
offered for sale in the shareholder's state of residence.

. Concert Investment Series - Emerging Growth Fund

. Concert Investment Series - Government Fund

. Concert Investment Series - Growth and Income Fund

. Concert Investment Series - Growth Fund

. Concert Investment Series - International Equity Fund

. Concert Investment Series - Mid Cap Fund

. Concert Investment Series - Municipal Bond Fund

. Concert Peachtree Growth Fund

. Smith Barney Appreciation Fund Inc.

. Smith Barney Concert Allocation Series Inc. - Balanced
Portfolio

. Smith Barney Concert Allocation Series Inc. - Conservative
Portfolio

. Smith Barney Concert Allocation Series Inc. - Growth
Portfolio

. Smith Barney Concert Allocation Series Inc. - High Growth
Portfolio

. Smith Barney Concert Allocation Series Inc. - Income
Portfolio

. Smith Barney Investment Grade Bond Fund

. *Smith Barney Money Funds, Inc. - Cash Portfolio

. **Smith Barney Exchange Reserve Fund

* Available for exchange with Class A shares of a Fund.
** Available for exchange with Class B shares of a Fund.

Shareholders who establish telephone transaction authorization on
their account may request an exchange by telephone. If a
shareholder does not wish to allow telephone exchanges by any
person in his account, he should decline the telephone transaction
option on the account application. Redemption procedures discussed
below are also applicable for exchanging shares, and exchanges
will be made upon receipt of all supporting documents in proper
form. Exchanges between funds involving exact registrations do
not require a signature guarantee.

Special Provisions - Other Accounts

For Other Accounts, Class A and Class B shares of the Fund may be
exchanged for shares of the same class of CitiFunds Cash Reserves
and the following funds:

. Concert Investment Series - Emerging Growth Fund

. Concert Investment Series - Government Fund

. Concert Investment Series - Growth and Income Fund

. Concert Investment Series - Growth Fund

. Concert Investment Series - International Equity Fund

. Concert Investment Series - Mid Cap Fund

. Concert Investment Series - Municipal Bond Fund

. Concert Peachtree Growth Fund

. Smith Barney Concert Allocation Series Inc. - Balanced
Portfolio

. Smith Barney Concert Allocation Series Inc. - Conservative
Portfolio

. Smith Barney Concert Allocation Series Inc. - Growth
Portfolio

. Smith Barney Concert Allocation Series Inc. - High Growth
Portfolio

. Smith Barney Concert Allocation Series Inc. - Income
Portfolio

Redemption of Shares

Each fund is required to redeem the shares of the fund tendered to
it, as described below, at a redemption price equal to their net
asset value per share next determined after receipt of a written
request in proper form at no charge other than any applicable
deferred sales charge. 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 receipt of further instructions. The
redemption proceeds will be remitted on or before the third
business day following receipt of proper tender, except on any
days on which the NYSE is closed or as permitted under the 1940
Act in extraordinary circumstances. Generally, if the redemption
proceeds are remitted to a Salomon Smith Barney brokerage account,
these funds will not be invested for the shareholder's benefit
without specific instruction and Salomon Smith Barney will benefit
from the use of temporarily uninvested funds. Redemption proceeds
for shares purchased by check, other than a certified or official
bank check, will be remitted upon clearance of the check, which
may take up to ten days or more.

Automatic Cash Withdrawal Plan. Each fund offers shareholders an
automatic cash withdrawal plan, under which shareholders who own
shares with a value of at least $10,000 may elect to receive cash
payments of at least $50 monthly or quarterly. 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. The
withdrawal plan will be carried over on exchanges between funds or
classes of the fund. Any applicable deferred sales charge will
not be waived on amounts withdrawn by a shareholder that exceed
1.00% per month of the value of the shareholder's shares subject
to the deferred sales charge at the time the withdrawal plan
commences. (With respect to withdrawal plans in effect prior to
November 7, 1994, any applicable deferred sales charge will be
waived on amounts withdrawn that do not exceed 2.00% per month of
the value of the shareholder's shares subject to the deferred
sales charge.)

Redemptions in Kind. In conformity with applicable rules of the
SEC, redemptions may be paid in portfolio securities, in cash or
any combination of both, as the board of directors may deem
advisable; however, payments shall be made wholly in cash unless
the board of directors believes that economic conditions exist
that would make such a practice detrimental to the best interests
of a fund and its remaining shareholders. If a redemption is paid
in portfolio securities, such securities will be valued in
accordance with the procedures described in the prospectuses and a
shareholder would incur brokerage expenses if these securities
were then converted to cash.

a. Salomon Smith Barney Accounts.

Shares held by Salomon Smith Barney as custodian must be redeemed
by submitting a written request to a Salomon Smith Barney
Financial Consultant. Shares other than those held by Salomon
Smith Barney as custodian may be redeemed through an investor's
Financial Consultant, introducing broker or dealer in the selling
group or by submitting a written request for redemption to:

Smith Barney Equity Funds
(Name of fund)
Class A, B, L, O or Y (please specify)
c/o Smith Barney Private Trust Company
388 Greenwich Street
New York, New York 10013

A written redemption request 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 the transfer agent together with
the redemption request. Any signature appearing on a share
certificate, stock power or written redemption request in excess
of $2,000 must be guaranteed by an eligible guarantor institution,
such as 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. Written redemption
requests of $2,000 or less do not require a signature guarantee
unless more than one such redemption request is made in any 10-day
period. Redemption proceeds will be mailed to an investor's
address of record. The transfer agent 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 the transfer
agent receives all required documents in proper form.

Telephone Redemption and Exchange Program. Shareholders who do
not have a brokerage account may be eligible to redeem and
exchange shares by telephone. To determine if a shareholder is
entitled to participate in this program, he or she should contact
the transfer agent at 1-800-451-2010. Once eligibility is
confirmed, the shareholder must complete and return a
Telephone/Wire Authorization Form, along with a signature
guarantee, that will be provided by the transfer agent upon
request. (Alternatively, an investor may authorize telephone
redemptions on the new account application with the applicant's
signature guarantee when making his/her initial investment in the
fund.)

Redemptions. Redemption requests of up to $10,000 of any class
or classes of shares of the fund may be made by eligible
shareholders by calling the transfer agent at 1-800-451-2010. Such
requests may be made between 9:00 a.m. and 5:00 p.m. (New York
City time) on any day the NYSE is open. Redemptions of shares (i)
by retirement plans or (ii) for which certificates have been
issued are not permitted under this program.

A shareholder will have the option of having the redemption
proceeds mailed to his/her address of record or wired to a bank
account predesignated by the shareholder. Generally, redemption
proceeds will be mailed or wired, as the case may be, on the next
business day following the redemption request. In order to use
the wire procedures, the bank receiving the proceeds must be a
member of the Federal Reserve System or have a correspondent
relationship with a member bank. The funds reserve the right to
charge shareholders a nominal fee for each wire redemption. Such
charges, if any, will be assessed against the shareholder's
account from which shares were redeemed. In order to change the
bank account designated to receive redemption proceeds, a
shareholder must complete a new Telephone/Wire Authorization Form
and, for the protection of the shareholder's assets, will be
required to provide a signature guarantee and certain other
documentation.

Exchanges. Eligible shareholders may make exchanges by telephone
if the account registration of the shares of the fund being
acquired is identical to the registration of the shares of the
fund exchanged. Such exchange requests may be made by calling the
transfer agent at 1-800-451-2010 between 9:00 a.m. and 5:00 p.m.
(New York City time) on any day on which the NYSE is open.

Additional Information regarding Telephone Redemption and Exchange
Program. Neither the funds nor any of their agents will be
liable for following instructions communicated by telephone that
are reasonably believed to be genuine. The funds and their agents
will employ procedures designed to verify the identity of the
caller and legitimacy of instructions (for example, a
shareholder's name and account number will be required and phone
calls may be recorded). The funds reserve the right to suspend,
modify or discontinue the telephone redemption and exchange
program or to impose a charge for this service at any time
following at least seven (7) days prior notice to shareholders.

b. PFS Accounts

Shareholders may redeem for cash some or all of their shares of a
Fund at any time by sending a written request in proper form
directly to the Sub-Transfer Agent, PFS Shareholder Services, at
3100 Breckinridge Blvd, Bldg. 200, Duluth, Georgia 30099-0062. If
you should have any questions concerning how to redeem your
account after reviewing the information below, please contact the
Sub-Transfer Agent at (800) 544-5445, Spanish-speaking
representatives (800) 544-7278 or TDD Line for the Hearing
Impaired (800) 824-1721.

The request for redemption must be signed by all persons in whose
names the shares are registered. Signatures must conform exactly
to the account registration. If the proceeds of the redemption
exceed $50,000, or if the proceeds are not paid to the record
owner(s) at the record address, if the shareholder(s) has had an
address change in the past 45 days, or if the shareholder(s) is a
corporation, sole proprietor, partnership, trust or fiduciary,
signature(s) must be guaranteed by one of the following: a bank or
trust company; a broker-dealer; a credit union; a national
securities exchange, registered securities association or clearing
agency; a savings and loan association; or a federal savings bank.

Generally, a properly completed Redemption Form with any required
signature guarantee is all that is required for a redemption. In
some cases, however, other documents may be necessary. For
example, in the case of shareholders holding certificates, the
certificates for the shares being redeemed must accompany the
redemption request. Additional documentary evidence of authority
is also required by the Sub-Transfer Agent in the event redemption
is requested by a corporation, partnership, trust, fiduciary,
executor or administrator. Additionally, if a shareholder requests
a redemption from a Retirement Plan account (IRA, SEP or
403(b)(7)), such request must state whether or not federal income
tax is to be withheld from the proceeds of the redemption check.

A shareholder may utilize the Sub-Transfer Agent's Telephone
Redemption service to redeem his or her account as long as they
have authorized the telephone redemption option. If a shareholder
does not wish to allow telephone redemptions by any person in his
account, he should decline the telephone transaction option on the
account application. The telephone redemption option can be used
only if: (a) the redemption proceeds are to be mailed to the
address of record and there has been no change of address of
record within the preceding 45 days; (b) the shares to be redeemed
are not in certificate form; (c); the person requesting the
redemption can provide proper identification information; and (d)
the proceeds of the redemption do not exceed $50,000. 403(b)(7)
accounts and accounts not registered in the name of individual(s)
are not eligible for the telephone redemption option. Telephone
redemption requests can be made by contacting the Sub-Transfer
Agent at (800) 544-5445 between 9:00 a.m. and 6:00 p.m. eastern
time any day that the NYSE is open. Telephone redemption may not
be available if the shareholder cannot reach the Sub-Transfer
Agent whether because all telephone lines are busy or for any
other reason; in such case, a shareholder would have to use the
Fund's regular redemption procedure described above.

A shareholder may utilize the Sub-Transfer Agent's FAX to redeem
the shareholder's account as long as a signature guarantee or
other documentary evidence is not required. Redemption requests
should be properly signed by all owners of the account and faxed
to the Sub-Transfer Agent at (800) 554-2374. Facsimile redemptions
may not be available if the shareholder cannot reach the Sub-
Transfer Agent by FAX, whether because all telephone lines are
busy or for any other reason; in such case, a shareholder would
have to use the Fund's regular redemption procedure described
above. Facsimile redemptions received by the Sub-Transfer Agent
prior to 4:00 p.m. Eastern time on a regular business day will be
processed at the net asset value per share determined that day.

After following the redemption guidelines stated in the Prospectus
and SAI, a shareholder may elect to have the redemption proceeds
transferred via Wire or ACH directly to the shareholder's bank
account of record (defined as a currently established pre-
authorized draft on the shareholder's account included with the
application or with no changes within the previous 30 days) as
long as the bank account is registered in the same name(s) as the
account with the Fund. Redemption proceeds can be sent by check
to the address of record or by wire transfer to a bank account
designated on the application. A shareholder will be charged a
$25 service fee for wire transfers and a nominal service fee for
transfers made directly to the shareholder's bank by the Automated
Clearing House (ACH). If the proceeds are not to be transferred
to the bank account of record or mailed to the registered owner,
the request must be submitted in writing and a signature guarantee
will be required from all shareholders. Redemption proceeds will
normally be sent to the designated bank account on the next
business day following the redemption, and should ordinarily be
credited to the shareholder's bank account by his/her bank within
48 to 72 hours for wire transfers and 72 to 96 hours for ACH
transfers.

c. Other Accounts.

Shareholders may redeem or exchange Fund shares by telephone, if
their account applications so permit, by calling the transfer
agent or, if they are customers of a Service Agent, their Service
Agent. During periods of drastic economic or market changes or
severe weather or other emergencies, shareholders may experience
difficulties implementing a telephone exchange or redemption. In
such an event, another method of instruction, such as a written
request sent via an overnight delivery service, should be
considered. The Fund, the transfer agent and each Service Agent
will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. These procedures may
include recording of the telephone instructions and verification
of a caller's identity by asking for his or her name, address,
telephone, Social Security number, and account number. If these or
other reasonable procedures are not followed, the Fund, the
transfer agent or the Service Agent may be liable for any losses
to a shareholder due to unauthorized or fraudulent instructions.
Otherwise, the shareholder will bear all risk of loss relating to
a redemption or exchange by telephone.

DISTRIBUTOR

CFBDS, Inc., located at 20 Milk Street, Boston, Massachusetts
02109-5408, serves as the fund's distributor on a best efforts
basis pursuant to a written agreement dated October 8, 1998 (the
"CFBDS Distribution Agreement") which was approved by the trust's
board of trustees, including the independent trustees, on July 13,
1998. Prior to the merger of Travelers Group Inc. and Citicorp
Inc. on October 8, 1998, Salomon Smith Barney served as the
trust's distributor. Also prior to the merger, PFS Distributors
served as one of the trust's distributors with respect to the
Social Awareness Fund. The fund offers its shares on a continuous
basis.

When payment is made by the investor before settlement date,
unless otherwise noted by the investor, the funds will be held as
a free credit balance in the investor's brokerage account and
Salomon Smith Barney 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 Exchange Reserve fund) of the Smith
Barney Mutual Funds. If the investor instructs the distributor to
invest the funds in a Smith Barney money market fund, the amount
of the investment will be included as part of the average daily
net assets of both the fund and the Smith Barney money market
fund, and affiliates of Salomon Smith Barney that serve the funds
in an investment advisory or administrative capacity will benefit
from the fact they are receiving investment management fees from
both such investment companies for managing these assets computed
on the basis of their average daily net assets. The trust's board
of trustees has been advised of the benefits to Salomon Smith
Barney resulting from these settlement procedures and will take
such benefits into consideration when reviewing the Advisory,
Administration and Distribution Agreements for continuance.

For the fiscal year ended December 31, 1998, CFBDS and its
predecessor, Salomon Smith Barney and/or PFS Distributors ,
incurred following distribution expenses for the funds:

Fund

Adverti
sing

Printing
and
Mailing
of
Prospect
uses

Support
Service
s
Salomon
Smith
Barney
Financial
Consultan
ts

Interes
t
Expense

Total
Social
Awareness Fund
$92,46
8
$11,30
8
$1,070,
798
$1,281,2
04
$56,712
$2,512,
490
Large Cap Blend
Fund
69,905
10,454
757,730
869,473
24,055
1,731,6
17

Distribution Arrangements

To compensate Salomon Smith Barney or PFS Investments ("PFSI") or
Citicorp Investment Services ("CIS"), as the case may be, for the
services they provide and for the expenses they bear under the
Distribution Agreements, the trust has adopted a services and
distribution plan (the "Plan") pursuant to Rule 12b-1 under the
1940 Act. Under the Plan, the trust pays Salomon Smith Barney and,
with respect to Class A and Class B shares of the Social Awareness
Fund, PFSI and CIS, a service fee, accrued daily and paid monthly,
calculated at the annual rate of 0.25% of the value of the fund's
average daily net assets attributable to the fund's Class A, Class
B, Class L and Class O shares. In addition, the trust pays Salomon
Smith Barney and with respect to Class B shares of Social
Awareness Fund, PFSI and CIS, a distribution fee with respect to
each fund's Class B, Class L and Class O shares primarily intended
to compensate Salomon Smith Barney, PFSI and/or CIS for its
initial expense of paying its Financial Consultants, PFS
Investments Registered Representatives and/or a Citibank Service
Agent a commission upon sales of those shares. The Class B and
Class L distribution fees are calculated at the annual rate of
0.75% for the Social Awareness Fund of the value of a fund's
average daily net assets attributable to the shares of that class.
The Class B, Class L and Class O distribution fees are calculated
at the annual rate of 0.50%, 0.75% and 0.45%, respectively for the
Large Cap Blend Fund of the value of a fund's average daily net
assets attributable to the shares of that class.

With respect to Social Awareness Fund, the fees are paid to PFS
Distributors, which in turn, pays PFSI to pay its PFS Investments
Registered Representatives for servicing shareholder accounts and,
in the case of Class B shares, to cover expenses primarily
intended to result in the sale of those shares. These expenses
include: advertising expenses; the cost of printing and mailing
prospectuses to potential investors; payments to and expenses of
PFS Investments Registered Representatives and other persons who
provide support services in connection with the distribution of
shares; interest and/or carrying charges; and indirect and
overhead costs of PFS Investments associated with the sale of fund
shares, including lease, utility, communications and sales
promotion expenses.

PFS Investments may be deemed to be an underwriter for purposes of
the Securities Act of 1933. From time to time, PFS or its
affiliates may also pay for certain non-cash sales incentives
provided to PFS Investments Registered Representatives. Such
incentives do not have any effect on the net amount invested. In
addition to the reallowances from the applicable public offering
price described above, PFS may from time to time, pay or allow
additional reallowances or promotional incentives, in the form of
cash or other compensation to PFS Investments Registered
Representatives who sell shares of the fund.

Redemption proceeds can be sent by check to the address of record
or by wire transfer to a bank account designated on the
application. A shareholder will be charged $25 service fee for
wire transfers and a nominal service fee for transfers made
directly to the shareholder's bank by the Automated Clearing House
(ACH).

Commissions on Class A Shares. For the 1997 and 1998 fiscal
years, the aggregate dollar amount of commissions on Class A
shares, all of which was paid to Salomon Smith Barney, is as
follows:

Class A

Name of Fund
Fiscal Year
Ended
1/31/97
Fiscal Year
Ended 1/31/98
Social Awareness Fund
$49,000
$241,000
Large Cap Blend Fund
105,014
117,000

For the period February 1, 1998 through October 7, 1998 and for
the period October 8, 1998 through January 31, 1999, the aggregate
dollar amounts of commissions on Class A shares, are as follows:

Class A

Name of Fund
2/1/98
through
10/07/98*
10/8/98
through
1/31/99**
Social Awareness Fund
$174,000
$89,000
Large Cap Blend Fund
40,000
42,000
* The entire amount was paid to Salomon Smith Barney.
** The following amounts were paid to Salomon Smith Barney:
$80,100 and $37,800, respectively.

Commissions of Class L shares. For the period from June 15, 1998
through October 7, 1998 and for the period from October 8, 1998
through January 31, 1999, the aggregate dollar amounts of
commission on Class L share are as follows:

Class L

Name of Fund
6/15/98
through
10/07/98*
10/8/98
through
1/31/99**
Social Awareness Fund(1)
$22,000
$28,000
Large Cap Blend Fund(2)
7,000
8,000
* The entire amount was paid to Salomon Smith Barney.
** The following amounts were paid to Salomon Smith Barney:
$25,200 and $7,200, respectively.
(1) Class C shares were renamed Class L shares on June 12, 1998.
(2) The fund commenced selling Class L shares on June 15, 1998.

Deferred Sales Charge (paid to Salomon Smith Barney)

Class B

Name of Fund
Fiscal Year
Ended
1/31/97
Fiscal Year
Ended 1/31/98
Fiscal Year
Ended 1/31/99
Social Awareness Fund
$261,000
$281,000
$115,000
Large Cap Blend Fund (1)
165,000
45,000
110,000
(1) Class A shares paid a deferred sales charge of $ 1,000 for the
year ended January 31, 1998

Class L

Name of Fund
Fiscal Year
Ended
1/31/97
Fiscal Year
Ended 1/31/98
Fiscal Year
Ended 1/31/99
Social Awareness Fund
$2,000
0
$4,000
Large Cap Blend Fund
1,000
0
0

Class O

Name of Fund
Fiscal Year
Ended
1/31/97
Fiscal Year
Ended 1/31/98
Fiscal Year
Ended 1/31/99

Large Cap Blend Fund*
$1,000
$0
$0
*Class C shares were renamed Class O shares on June 15, 1998.

Distribution and Service Fees

Class A

Name of Fund
Fiscal Year
Ended
1/31/97
Fiscal Year
Ended 1/31/98
Fiscal Year
Ended 1/31/99
Social Awareness Fund
$440,493
$467,786
$601,399
Large Cap Blend Fund
296,444
360,865
412,419

Class B

Name of Fund
Fiscal Year
Ended
1/31/97
Fiscal Year
Ended 1/31/98
Fiscal Year
Ended 1/31/99
Social Awareness Fund
$2,626,546
$1,779,212
$1,723,843
Large Cap Blend Fund
913,828
1,100,095
1,154,546

Class L

Name of Fund
Fiscal Year
Ended
1/31/97
Fiscal Year
Ended 1/31/98
Fiscal Year
Ended 1/31/99
Social Awareness Fund
$48,013
$52,820
$93,546
Large Cap Blend Fund
13,719
30,280
5,063

Class O

Name of Fund
Fiscal Year
Ended
1/31/97
Fiscal Year
Ended 1/31/98
Fiscal Year
Ended 1/31/99
Large Cap Blend Fund
$13,719
$30,280
$41,958

Under its terms, the Plan continues from year to year, provided
such continuance is approved annually by vote of the trust's board
of trustees, including a majority of the independent trustees who
have no direct or indirect financial interest in the operation of
the Plan or in the Distribution Agreements. The Plan may not be
amended to increase the amount of the service and distribution
fees without shareholder approval, and all material amendments to
the Plan also must be approved by the trustees and such
independent trustees in the manner described above. The Plan may
be terminated with respect to a class at any time, without
penalty, by vote of a majority of such independent trustees or by
a vote of a majority of the outstanding voting securities of the
class (as defined in the 1940 Act). Pursuant to the Plan, Salomon
Smith Barney and PFS will provide the trust's board of trustees
with periodic reports of amounts expended under the Plan and the
purpose for which such expenditures were made.

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 currently is scheduled to be closed on New Year's Day,
Martin Luther King Jr. Day, Presidents' Day, Good 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. Because of
the differences in distribution fees and class-specific expenses,
the per share net asset value of each class may differ. The
following is a description of the procedures used by the trust in
valuing assets of the funds.

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 assets and liabilities
initially expressed in foreign currency values will be converted
into U.S. dollar values at the mean between the bid and offered
quotations of such currencies against U.S. dollars as last quoted
by any recognized dealer. If such quotations are not available,
the rate of exchange will be determined in good faith by the
trust's board of trustees. In carrying out the board's valuation
policies, SSB Citi, as administrator, may consult with an
independent pricing service (the "Pricing Service") retained by
the trust. Short-term investments that mature in 60 days or less
are valued at amortized cost whenever the trustees determine that
amortized cost is fair value.

Debt securities of domestic issuers (other than U.S. government
securities and short-term investments) are valued by SSB Citi, as
administrator, after consultation with the Pricing Service
approved by the trust's board of trustees. When, in the judgment
of the Pricing Service, quoted bid prices for investments are
readily available and are representative of the bid side of the
market, these investments are valued at the mean between the
quoted bid prices and asked prices. Investments for which, in the
judgment of the Pricing Service, there are no readily obtainable
market quotations are carried at fair value as determined by the
Pricing Service. The procedures of the Pricing Service are
reviewed periodically by the officers of the funds under the
general supervision and responsibility of the trust's board of
trustees.

An option written by a fund is generally valued at the last sale
price or, in the absence of the last sale price, the last offer
price. An option purchased by a fund is generally valued at the
last sale price or, in the absence of the last sale price, the
last bid price. The value of a futures contracts equals the
unrealized gain or loss on the contract that is determined by
marking the contract to the current settlement price for a like
contract on the valuation date of the futures contract. A
settlement price may not be used if the market makes a limit move
with respect to a particular futures contract or if the securities
underlying the futures contract experience significant price
fluctuations after the determination of the settlement price. In
such event, the futures contract will be valued at a fair market
price as determined by or under the direction of the board of
trustees.

PERFORMANCE DATA

From time to time, the funds may include their total return,
average annual total return and current dividend return in
advertisements and/or other types of sales literature. These
figures are computed separately for Class A, Class B, Class L,
Class O and Class Y shares of the funds. These figures are based
on historical earnings and are not intended to indicate future
performance. Total return is computed for a specified period of
time assuming deduction of the maximum sales charge, if any, from
the initial amount invested and reinvestment of all income
dividends and capital gains distributions on the applicable
reinvestment dates and prices, then dividing the value of the
investment at the end of the period so calculated by the initial
amount invested and subtracting 100%. The standard average annual
total return, as prescribed by the SEC, is derived from this total
return, which provides the ending redeemable value. Such standard
total return information may also be accompanied by nonstandard
total return information for differing periods computed in the
same manner but without annualizing the total return or taking
sales charges into account. The funds calculate current dividend
return for each Class by annualizing the most recent monthly
distribution and dividing by the net asset value or the maximum
public offering price (including sales charge) on the last day of
the period for which current dividend return is presented. The
current dividend return for each Class of a fund may vary from
time to time depending on market conditions, the composition of
its investment portfolio and operating expenses. These factors
and possible differences in the methods used in calculating
current dividend return should be considered when comparing a
Class' current return to yields published for other investment
companies and other investment vehicles.

The funds may also include comparative performance information in
advertising or marketing their shares. Such performance
information may include data from Lipper Analytical Services, Inc.
and other financial publications. Such performance information
also may include the following industry and financial
publications: Barron's, Business Week, CDA Investment
Technologies, Inc., Changing Times, Forbes, Fortune, Institutional
Investor, Investors Daily, Money, Morningstar Mutual Fund Values,
The New York Times, USA Today and The Wall Street Journal. To the
extent any advertisement or sales literature of the funds
describes the expenses or performance of Class A, Class B, Class
L, Class O or Class Y, 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 payment made
at the beginning of the 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 average annual total returns of the funds' Class A shares were
as follows for the periods indicated:

Name of Fund

One
Year
Period
Ended
Jan.
31,
1999*

Five
Year
Period
Ended
Jan.
31,
1999*

Incepti
on
through
Jan.
31,
1999*

One Year
Period
Ended
Jan. 31,
1999**

Five
Year
Period
Ended
Jan. 31,
1999**

Inception
Through
Jan. 31,
1999**
Social
Awareness
Fund (1)

30.47%

16.42%

17.08%

23.96%

15.24%

16.12%
Large Cap
Blend Fund
(2)

20.69%

16.40%

14.95%

14.64%

15.20%

14.01%

(1) The fund commenced selling Class A shares on November 6, 1992.
(2) The fund commenced selling Class A shares on November 6, 1992.
* Figures do not include the effect of the maximum sales charge.
** Figures include the maximum applicable deferred sales charge, if any.

The average annual total returns of the funds' Class B shares were
as follows for the periods indicated:

Name of
Fund

One
Year
Period
Ended
Jan.
31,
1999*

Five
Year
Period
Ended
Jan.
31,
1999*

Ten
Year
Period
Ended
Jan.
31,
1999*

Period
from
Incepti
on
Through
Jan.
31,
1999*

One
Year
Period
Ended
Jan.
31,
1999**

Five
Year
Period
Ended
Jan.
31,
1999**

Ten
Year
Period
Ended
Jan.
31,
1999**

Period
from
Inceptio
n
Through
Jan. 31,
1999**
Social
Awareness
Fund (1)

29.50%

15.56%

14.13%

12.90%

24.50%

15.45%

14.13%

12.90%
Large Cap
Blend Fund
(2)

20.13%

15.83%

N/A

14.38%

15.13%

15.71%

N/A

14.38%

(1) The fund commenced selling Class B shares on February 2, 1987.
(2) The fund commenced selling Class B shares on November 6, 1992.
* Figures do not include the effect of the maximum sales charge.
** Figures include the maximum applicable deferred sales charge, if any.

The average annual total returns of the funds' Class L shares were
as follows for the periods indicated:

Name of
Fund

One Year
Period
Ended
Jan. 31,
1999*

Five
Year
Period
Ended
Jan.
31,
1999*

Period
from
Inceptio
n
Through
Jan. 31,
1999*

One Year
Period
Ended
Jan. 31,
1999**

Five Year
Period
Ended
Jan. 31,
1999**

Period
from
Inception
Through
Jan. 31,
1999**
Social
Awareness
Fund (1)

29.53%

15.61%

15.69%

27.23%

15.38%

15.48%
Large Cap
Blend Fund
(2)

N/A

11.57%+

N/A

9.45%+

(1) The fund commenced selling Class L shares on May 5, 1993.
(2) The fund commenced selling Class L shares on June 15, 1998.
* Figures do not include the effect of the maximum sales charge.
** Figures include the maximum applicable deferred sales charge, if any.
+ Total return is not annualized.

The average annual total returns of the funds' Class O shares were
as follows for the periods indicated:

Name of
Fund

One Year
Period
Ended
Jan. 31,
1999*

Period
from
Incepti
on
Through
Jan.
31,
1999*

One Year
Period
Ended
Jan. 31,
1999**

Period
from
Inception
Through
Jan. 31,
1999**
Large Cap
Blend Fund
(1)

20.14%

18.90%

19.14%

18.90%

(1) The fund commenced selling Class O shares on August 15, 1994.
Class C shares were renamed
Class O shares on June 15, 1998.
* Figures do not include the effect of the maximum sales charge.
** Figures include the maximum applicable deferred sales charge, if any.

The average annual total returns of the funds' Class Y shares were
as follows for the periods indicated:

Name of
Fund

One Year
Period
Ended
Jan. 31,
1999*

Period
from
Incepti
on
Through
Jan.
31,
1999*
Social
Awareness
Fund (1)

N/A

N/A
Large Cap
Blend Fund
(2)

21.16%

20.00%

(1) The fund commenced selling Class Y shares on March 28, 1996.
There were no Class Y shares
outstanding as of January 31, 1999.
(2) The fund commenced selling Class Y shares on January 31, 1996.
* There are no sales charges on Class Y shares.

Average annual total return figures calculated in accordance with
the above formula assume that the maximum 5% sales charge or
maximum deferred sales charge, as the case may be, has been
deducted from the hypothetical investment. A fund's net investment
income changes in response to fluctuations in interest rates and
the expenses of the fund.

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 computed 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 the 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 aggregate total returns for the following classes, were as
follows for the periods indicated:

Class A Shares

Name of Fund

One
Year
Period
Ended
Jan.
31,
1999*

Five
Year
Period
Ended
Jan.
31,
1999*

Incepti
on
through
Jan.
31,
1999*

One Year
Period
Ended
Jan. 31,
1999**

Five
Year
Period
Ended
Jan. 31,
1999**

Inception
Through
Jan. 31,
1999**
Social
Awareness
Fund (1)

30.47%

113.90%

167.38%

23.96%

103.23%

154.07%
Large Cap
Blend Fund
(2)

20.69%

113.65%

138.05%

14.64%

102.88%

126.58%

Class B Shares

Name of
Fund

One
Year
Period
Ended
Jan.
31,
1999*

Five
Year
Period
Ended
Jan.
31,
1999*

Ten
Year
Period
Ended
Jan.
31,
1999*

Period
from
Incepti
on
Through
Jan.
31,
1999*

One
Year
Period
Ended
Jan.
31,
1999**

Five
Year
Period
Ended
Jan.
31,
1999**

Ten
Year
Period
Ended
Jan.
31,
1999**

Period
from
Incepti
on
Through
Jan.
31,
1999**
Social
Awareness
Fund (1)

29.50%

106.08
%

274.84
%

329.02%

24.50%

105.08%

274.84
%

329.02%
Large Cap
Blend Fund
(2)

20.13%

108.46
%

N/A

131.26%

15.13%

107.46%

N/A

131.26%

Class L Shares

Name of
Fund

One Year
Period
Ended
Jan. 31,
1999*

Five
Year
Period
Ended
Jan.
31,
1999*

Period
from
Inceptio
n
Through
Jan. 31,
1999*

One Year
Period
Ended
Jan. 31,
1999**

Five Year
Period
Ended
Jan. 31,
1999**

Period
from
Inception
Through
Jan. 31,
1999**
Social
Awareness
Fund (1)

29.53%

106.53%

130.96%

27.23%

104.46%

128.62%
Large Cap
Blend Fund
(2)

N/A

11.57%

N/A

9.45%

Class O Shares

Name of
Fund

One Year
Period
Ended
Jan. 31,
1999*

Period
from
Incepti
on
Through
Jan.
31,
1999*

One Year
Period
Ended
Jan. 31,
1999**

Period
from
Inception
Through
Jan. 31,
1999**
Large Cap
Blend Fund
(1)

20.14%

116.62%

19.14%

116.62%

Class Y Shares

Name of
Fund

One Year
Period
Ended
Jan. 31,
1999*

Period
from
Incepti
on
Through
Jan.
31,
1999*
Social
Awareness
Fund (1)

N/A

N/A
Large Cap
Blend Fund
(2)

21.16%

72.99%

It is important to note that the total return figures set forth
above are based on historical earnings and are not intended to
indicate future performance.

A Class' performance will vary from time to time depending on
market conditions, the composition of the relevant fund's
portfolio and operating expenses and the expenses exclusively
attributable to that Class. Consequently, any given performance
quotation should not be considered representative of the Class'
performance for any specified period in the future. Because
performance will vary, it may not provide a basis for comparing 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 the Class' performance with that of other
mutual funds should give consideration to the quality and maturity
of the respective investment companies' portfolio securities.

DIVIDENDS AND DISTRIBUTIONS

Each fund's policy is to declare and pay quarterly dividends from
its net investment income. Dividends from net realized capital
gains, if any, will be distributed annually. The funds may also
pay additional dividends shortly before December 31, from certain
amounts of undistributed ordinary income and realized capital
gains, in order to avoid federal excise tax liability. If a
shareholder does not otherwise instruct, dividends and capital
gain distributions will be automatically reinvested in additional
same class shares at the net asset value, with no additional sales
charge or deferred sales charge. A shareholder may change the
option at any time by notifying his or her Salomon Smith Barney
Financial Consultant, a PFS Registered Representative and/or a
Citibank Service Agent. Shareholders whose accounts are held
directly by the Transfer Agent should notify the Transfer Agent in
writing, requesting a change to this reinvest option.

The per share amount of dividends from net investment income on
Class B, Class L, and Class O may be lower than that of Classes A
and Y, mainly as a result of the distribution fees applicable to
Class B, Class L and Class O shares. Similarly, the per share
amounts of dividends from net investment income on Class A shares
may be lower than that of Class Y, as a result of the service fee
attributable to Class A shares. Capital gain distributions, if
any, will be the same amount across all Classes of a fund's shares
(A, B, L, O and Y).

TAXES

The following is a summary of certain federal income tax
considerations that may affect the funds and their shareholders.
This summary is not intended as a substitute for individual tax
advice, and investors are urged to consult their own tax advisors
as to the tax consequences of an investment in either fund of the
trust.

Tax Status of the Funds

Each fund will be treated as a separate taxable entity for federal
income tax purposes with the result that: (a) each fund must meet
separately the income, diversification and distribution
requirements for qualification as a regulated investment company
and (b) the amounts of investment income and capital gains earned
will be determined on a fund-by-fund (rather than on a trust-wide)
basis.

Taxation of Shareholders

Dividends paid by a fund from investment income and distributions
of short-term capital gains will be taxable to shareholders as
ordinary income for federal income tax purposes, whether received
in cash or reinvested in additional shares. Distributions of long-
term capital gain will be taxable to shareholders as long-term
capital gain, whether paid in cash or reinvested in additional
shares, and regardless of the length of time the investor has held
his or her shares of the fund. Certain dividends and
distributions received in January may be taxable as if received on
the prior December 31.

Dividends of investment income (but not capital gain) from any
fund generally will qualify for the federal dividends-received
deduction for corporate shareholders to the extent such dividends
do not exceed the aggregate amount of dividends received by the
fund from domestic corporations. If securities held by a fund are
considered to be "debt-financed" (generally, acquired with
borrowed funds), are held by the fund for less than 46 days (91
days in the case of certain preferred stock) during a prescribed
period, or are subject to certain forms of hedges or short sales,
all or a portion of the dividends paid by the fund that
corresponds to the dividends paid with respect to such securities
will not be eligible for the corporate dividends-received
deduction. These holding period requirements and debt financing
limitations also apply to the shareholders.

If a shareholder (a) incurs a sales charge in acquiring shares of
a 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 reduced by reason of a reinvestment
right (for example, an exchange privilege), the sales charge
increases the shareholder's tax basis in the original 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 disposition of the newly acquired
shares made within 90 days of the second acquisition. This
provision prevents a shareholder from immediately deducting the
sales charge by shifting his or her investment in a family of
mutual funds.

Capital Gain Distributions. In general, a shareholder who redeems
or exchanges his or her shares will recognize long-term capital
gain or loss if the shares have been held for more than one year,
and will recognize short-term capital gain or loss if the shares
have been held for one year or less. If a shareholder receives a
distribution taxable as long-term capital gain with respect to
shares of a fund and redeems or exchanges the shares before he or
she has held them for more than six months, any loss on such
redemption or exchange will be treated as long-term capital loss
to the extent of the amount of the distribution.

Backup Withholding. If a shareholder fails to furnish a correct
taxpayer identification number, fails to fully report dividend or
interest income, or fails to certify that he or she has provided a
correct taxpayer identification number and that he or she is not
subject to withholding, then the shareholder may be subject to a
31% Federal backup withholding tax with respect to (a) any
dividends and distributions and (b) any proceeds of any
redemptions or exchanges. An individual's taxpayer identification
number is his or her social security number. The backup
withholding tax is not an additional tax and may be credited
against a shareholder's Federal income tax liability.

Regulated Investment Company Status

Each fund intends to qualify to be treated as a regulated
investment company each taxable year under the Internal Revenue
Code of 1986, as amended (the "Code"). To so qualify, a fund
must, among other things: (a) derive at least 90% of its gross
income in each taxable year from dividends, interest, payments
with respect to securities, loans and gains from the sale or other
disposition of stock or securities or foreign currencies, or other
income (including, but not limited to, gains from options, futures
or forward contracts) derived with respect to its business of
investing in such stock, securities or currencies; and (b)
diversify its holdings so that, at the end of each quarter of a
fund's taxable year, (i) at least 50% of the market value of a
fund's assets is represented by cash, securities of other
regulated investment companies, United States government
securities and other securities, with such other securities
limited, in respect of any one issuer, to an amount not greater
than 5% of a fund's assets and not greater than 10% of the
outstanding voting securities of such issuer and (ii) not more
than 25% of the value of its assets is invested in the securities
(other than United States government securities or securities of
other regulated investment companies) of any one issuer or any two
or more issuers that a fund controls and are determined to be
engaged in the same or similar trades or businesses or related
trades or businesses. Each fund expects that all of its foreign
currency gains will be directly related to its principal business
of investing in stocks and securities.

As a regulated investment company, each fund will not be subject
to United States federal income tax on its net investment income
(i.e., income other than its net realized long- and short-term
capital gains) and its net realized long- and short-term capital
gains, if any, that it distributes to its shareholders, provided
that an amount equal to at least 90% of the sum of its investment
company taxable income (i.e., 90% of its taxable income minus the
excess, if any, of its net realized long-term capital gains over
its net realized short-term capital losses (including any capital
loss carryovers), plus or minus certain other adjustments as
specified in the Code) and its net tax-exempt income for the
taxable year is distributed, but will be subject to tax at regular
corporate rates on any taxable income or gains that it does not
distribute. Furthermore, each fund will be subject to a United
States corporate income tax with respect to such distributed
amounts in any year it fails to qualify as a regulated investment
company or fails to meet this distribution requirement.

The Code imposes a 4% nondeductible excise tax on each fund to the
extent a fund does not distribute by the end of any calendar year
at least 98% of its net investment income for that year and 98% of
the net amount of its capital gains (both long-and short-term) for
the one-year period ending, as a general rule, on October 31 of
that year. For this purpose, however, any income or gain retained
by a fund that is subject to corporate income tax will be
considered to have been distributed by year-end. In addition, the
minimum amounts that must be distributed in any year to avoid the
excise tax will be increased or decreased to reflect any under-
distribution or over-distribution, as the case may be, from the
previous year. Each fund anticipates it will pay such dividends
and will make such distributions as are necessary in order to
avoid the application of this tax.

If, in any taxable year, a fund fails to qualify as a regulated
investment company under the Code or fails to meet the
distribution requirement, it would be taxed in the same manner as
an ordinary corporation and distributions to its shareholders
would not be deductible by a fund in computing its taxable income.
In addition, in the event of a failure to qualify, a fund's
distributions, to the extent derived from a fund's current or
accumulated earnings and profits would constitute dividends
(eligible for the corporate dividends-received deduction) which
are taxable to shareholders as ordinary income, even though those
distributions might otherwise (at least in part) have been treated
in the shareholders' hands as long-term capital gains. If a fund
fails to qualify as a regulated investment company in any year, it
must pay out its earnings and profits accumulated in that year in
order to qualify again as a regulated investment company. In
addition, if a fund failed to qualify as a regulated investment
company for a period greater than one taxable year, a fund may be
required to recognize any net built-in gains (the excess of the
aggregate gains, including items of income, over aggregate losses
that would have been realized if it had been liquidated) in order
to qualify as a regulated investment company in a subsequent year.

Each fund will be required to distribute substantially all of its
income (including accrued original issue and recognized market
discount) in order to qualify for "pass-through" federal income
tax treatment and also in order to avoid the imposition of 4%
excise tax referred to above. Therefore, a fund may be required
in some years to distribute an amount greater than the total cash
income the fund actually receives. In order to make the required
distribution in such a year, a fund may be required to borrow or
to liquidate securities. The amount of cash that a fund would
have to distribute, and thus the degree to which securities would
need to be liquidated or borrowing made would depend upon the
number of shareholders who chose not to have their dividends
reinvested.

Taxation of Fund Investments

Gain or loss on the sale of a security by a fund generally will be
long-term capital gain or loss if the fund has held the security
for more than one year. Gain or loss on the sale of a security
held for not more than one year generally will be short-term
capital gain or loss. If a fund acquires a debt security after its
original issuance at a discount, a portion of any gain upon sale
or redemption of such debt security generally will be taxed as
ordinary income rather than capital gain to the extent it reflects
accrued market discount.

Options Transactions. The tax consequences of options
transactions entered into by a fund will vary depending on whether
the underlying security is held as a capital asset, whether the
fund is writing or purchasing the option and whether the
"straddle" rules, discussed separately below, apply to the
transaction.

A fund may write a call option on an equity or convertible debt
security. If the option expires unexercised or if the fund enters
into a closing purchase transaction, the fund will realize a gain
or loss without regard to any unrealized gain or loss on the
underlying security. Generally, any such gain or loss will be
short-term capital gain or loss, except that any loss on certain
covered call stock options will be treated as long-term capital
loss. If a call option written by a fund is exercised, the fund
will treat the premium received for writing such call option as
additional sales proceeds and will recognize a capital gain or
loss from the sale of the underlying security. Whether the gain or
loss will be long-term or short-term will depend on the fund's
holding period for the underlying security.

If a fund purchases a put option on an equity or convertible debt
security and it expires unexercised, the fund will realize a
capital loss equal to the cost of the option. If a fund enters
into a closing sale transaction with respect to the option, it
will realize a capital gain or loss and such gain or loss will be
short-term or long-term depending on the fund's holding period for
the option. If a fund exercises such a put option, it will realize
a short-term or long-term capital gain or loss (depending on the
fund's holding period for the underlying security) from the sale
of the underlying security. The amount realized on such sale will
be the sales proceeds reduced by the premium paid.

Mark-to-Market. The Code imposes a special "mark-to-market"
system for taxing "Section 1256 contracts" including listed
options on nonconvertible debt securities (including U.S.
government securities), listed options on certain stock indexes
and certain foreign currency contracts. In general, gain or loss
on Section 1256 contracts will be taken into account for tax
purposes when actually realized (by a closing transaction, by
exercise, by taking delivery or by other termination). In
addition, any Section 1256 contracts held at the end of the
taxable year will be treated as though they were sold at their
year-end fair market value (that is, "marked to market"), and the
resulting gain or loss will be recognized for tax purposes.
Provided that a fund holds its Section 1256 contracts as capital
assets and they are not part of a straddle, both the realized and
the unrealized year-end gains or losses from these investment
positions (including premiums on options that expire unexercised)
generally will be treated as 60% long-term and 40% short-term
capital gain or loss, regardless of the period of time particular
positions have actually been held by a fund.

Straddles. The Code contains rules applicable to "straddles,"
which are "offsetting positions in actively traded personal
property," including equity securities and options of the type in
which a fund may invest. If applicable, the "straddle" rules
generally override the other provisions of the Code. In general,
investment positions will be offsetting if there is a substantial
diminution in the risk of loss from holding one position by reason
of holding one or more other positions. The funds generally are
authorized to enter into put, call, and covered put and call
positions. Depending on what other investments are held or
acquired by a fund while it is a party to one of the above
transactions, a fund may create a straddle for Federal income tax
purposes.

If two (or more) positions constitute a straddle, recognition of a
realized loss from one position (including a mark-to-market loss)
must be deferred to the extent of unrecognized gain in an
offsetting position. Interest and other carrying charges allocable
to personal property that is part of a straddle must be
capitalized. In addition, "wash sale" rules apply to straddle
transactions to prevent the recognition of loss from the sale of a
position at a loss when a new offsetting position is or has been
acquired within a prescribed period. To the extent the straddle
rules apply to positions established by a fund, losses realized by
the fund may be deferred or re-characterized as long-term losses,
and long-term gains realized by the fund may be converted to
short-term gains.

If a fund chooses to identify a particular offsetting position as
being one component of a straddle, a realized loss on any
component of that straddle will be recognized no earlier than upon
the liquidation of all components of that straddle. Special rules
apply to "mixed" straddles (that is, straddles consisting of a
Section 1256 contract and an offsetting position that is not a
Section 1256 contract). If a fund makes certain elections, all or
a portion of the Section 1256 contract components of such mixed
straddles of a fund will not be subject to the 60%/40% mark-to-
market rules. If any such election is made, the amount, the nature
(as long-term or short-term) and the timing of the recognition of
the fund's gains or losses from the affected straddle positions
will be determined under rules that will vary according to the
type of election made.

Foreign Investments. Dividends or other income (including, in
some cases, capital gains) received by the fund from investments
in foreign securities 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 in some cases. The funds will not be eligible to elect
to treat any foreign taxes they pay as paid by their shareholders,
who therefore will not be entitled to credits for such taxes on
their own tax returns. Foreign taxes paid by a fund will reduce
the return from a fund's investments.

The foregoing is only a summary of certain material tax
consequences affecting the fund and its shareholders.
Shareholders are advised to consult their own tax advisers with
respect to the particular tax consequences to them of an
investment in the funds.

ADDITIONAL INFORMATION

The trust was organized as an unincorporated business trust under
the laws of The Commonwealth of Massachusetts pursuant to a Master
Trust Agreement dated January 8, 1986, as amended from time to
time. As such, the trust is a business entity commonly known as a
"Massachusetts business trust." The trust offers shares of
beneficial interest of separate funds with a par value of $.001
per share. The trust commenced business as an investment company
on March 3, 1986, under the name Shearson Lehman Special Equity
Portfolios. On December 6, 1988, August 27, 1990, November 5,
1992, July 30, 1993 and October 14, 1994, the trust changed its
name to SLH Equity Portfolios, Shearson Lehman Brothers Equity
Portfolios, Shearson Lehman Brothers Equity Funds, Smith Barney
Shearson Equity Funds and Smith Barney Equity Funds, respectively.

Social Awareness Fund offers shares of beneficial interest
currently classified into four classes - A, B, L and Y. Large Cap
Blend Fund offers shares of beneficial interest currently
classified into five classes - A, B, L, O and Y. Each class
represents an identical interest 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 borne by each class; (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 trust's board of trustees does not anticipate that
there will be any conflicts among the interests of the holders of
the different classes. The trustees, on an ongoing basis, will
consider whether any such conflict exists and, if so, take
appropriate action.

The trust does not hold annual shareholder meetings. There
normally will be no meeting 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. The trustees will call a meeting for any purpose
upon written request of shareholders holding at least 10% of the
trust's outstanding shares and the fund will assist shareholders
in calling such a meeting as required by the 1940 Act.
Shareholders of record owning no less than two-thirds of the
outstanding shares of the trust 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.

When matters are submitted for shareholder vote, shareholders of
each class will have one vote for each full share owned and a
proportionate, fractional vote for any fractional share held of
that class. Generally, shares of the trust will be voted on a
trust-wide basis on all matters except matters affecting only the
interests of one or more funds or classes.

PNC Bank, National Association, is located at 17th and Chestnut
Streets, Philadelphia, Pennsylvania 19103, and serves as custodian
for the funds. Under its custodial agreement with the trust, PNC
is authorized to appoint one or more foreign or domestic banking
institutions as sub-custodians of assets owned by a fund. For its
custody services, PNC receives monthly fees charged to each fund
based upon the month-end, aggregate net asset value of the fund,
plus certain charges for securities transactions. The assets of
the trust are held under bank custodianship in accordance with the
1940 Act.

Smith Barney Private Trust Company is located at 388 Greenwich
Street, New York, New York, 10013, and serves as the trust's
transfer agent. For its services as transfer agent, Smith Barney
Private Trust Company receives fees charged to the funds at an
annual rate based upon the number of shareholder accounts
maintained during the year. Smith Barney Private Trust Company
also is reimbursed by the funds for its out-of-pocket expenses.

The trust sends shareholders of the fund 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 nailing costs, the
trust consolidates the mailing of each fund's 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
trust also consolidates the mailing of each fund's 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. Shareholders who do not want this
consolidation to apply to their accounts should contact a Salomon
Smith Barney Financial Consultant or Smith Barney Private Trust
Company.

The trust's distributor may make payments for distribution and/or
shareholder servicing activities out of its past profits and other
available sources. The distributor may also make payments for
marketing, promotional or related expenses to dealers. The amount
of these payments is determined by the distributor and may vary.
Citigroup affiliates may make similar payments under similar
arrangements.

FINANCIAL STATEMENTS

The Annual Reports of the Social Awareness Fund and the Large Cap
Blend Fund for the fiscal year ended January 31, 1999 are
incorporated herein by reference in their entirety. The Annual
Report was filed on April 21, 1999, accession number 91155-99-
000259.

APPENDIX

Description of Ratings

Description of S&P Corporate Bond Ratings

AAA

Bonds rated AAA have the highest rating assigned by S&P to a debt
obligation. Capacity to pay interest and repay principal is
extremely strong.

Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only in
small degree.

Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions
than bonds in higher rated categories.

BBB

Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit
adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for bonds in this
category than for bonds in higher rated categories.

BB, B and CCC

Bonds rated BB and B are regarded, on balance, as predominantly
speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB
represents a lower degree of speculation than B and CCC, the
highest degrees of speculation. While such bonds will likely have
some quality and protective characteristics, these are outweighed
by large uncertainties or major risk exposures to adverse
conditions.

Description of Moody's Corporate Bond Ratings

Aaa

Bonds which are rated Aaa are judged to be the best quality. They
carry the smallest degree of investment risk and are generally
referred to as "gilt-edge". Interest payments are protected by a
large or exceptionally stable margin and principal is secure. While
the various protective elements are likely to change, such changes
as can be visualized are most unlikely to impair the fundamentally
strong position of such issues.

Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in
Aaa securities, or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.

Bonds which are rated A possess favorable investment attributes and
are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate
but elements may be present which suggest a susceptibility to
impairment sometime in the future.

Baa

Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or
may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact
have speculative characteristics as well.

Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate
and thereby not well safeguarded during both good and bad times
over the future. Uncertainty of position characterizes bonds in
this class.

Bonds which are rated B generally lack characteristics of desirable
investments. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of
time may be small.

Caa

Bonds that are rated Caa are of poor standing. These issues may be
in default or present elements of danger may exist with respect to
principal or interest.

Moody's applies the numerical modifier 1, 2 and 3 to each generic
rating classification from Aa through B. The modifier 1 indicates
that the security ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.

Description of S&P Municipal Bond Ratings

AAA

Prime -- These are obligations of the highest quality. They have
the strongest capacity for timely payment of debt service.

General Obligation Bonds -- In a period of economic stress, the
issuers will suffer the smallest declines in income and will be
least susceptible to autonomous decline. Debt burden is moderate. A
strong revenue structure appears more than adequate to meet future
expenditure requirements. Quality of management appears superior.

Revenue Bonds -- Debt service coverage has been, and is expected to
remain, substantial. Stability of the pledged revenues is also
exceptionally strong due to the competitive position of the
municipal enterprise or to the nature of the revenues. Basic
security provisions (including rate covenant, earnings test for
issuance of additional bonds, debt service reserve requirements)
are rigorous. There is evidence of superior management.

High Grade -- The investment characteristics of bonds in this group
are only slightly less marked than those of the prime quality
issues. Bonds rated AA have the second strongest capacity for
payment of debt service.

Good Grade -- Principal and interest payments on bonds in this
category are regarded as safe although the bonds are somewhat more
susceptible to the adverse affects of changes in circumstances and
economic conditions than bonds in higher rated categories. This
rating describes the third strongest capacity for payment of debt
service. Regarding municipal bonds, the ratings differ from the two
higher ratings because:

General Obligation Bonds -- There is some weakness, either in the
local economic base, in debt burden, in the balance between
revenues and expenditures, or in quality of management. Under
certain adverse circumstances, any one such weakness might impair
the ability of the issuer to meet debt obligations at some future
date.

Revenue Bonds -- Debt service coverage is good, but not
exceptional. Stability of the pledged revenues could show some
variations because of increased competition or economic influences
on revenues. Basic security provisions, while satisfactory, are
less stringent. Management performance appears adequate.

BBB

Medium Grade -- Of the investment grade ratings, this is the
lowest. Bonds in this group are regarded as having an adequate
capacity to pay interest and repay principal. Whereas they normally
exhibit adequate protection parameters, adverse economic conditions
or changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for bonds in this
category than for bonds in higher rated categories.

General Obligation Bonds -- Under certain adverse conditions,
several of the above factors could contribute to a lesser capacity
for payment of debt service. The difference between A and BBB
ratings is that the latter shows more than one fundamental
weakness, or one very substantial fundamental weakness, whereas the
former shows only one deficiency among the factors considered.

Revenue Bonds -- Debt coverage is only fair. Stability of the
pledged revenues could show substantial variations, with the
revenue flow possibly being subject to erosion over time. Basic
security provisions are no more than adequate. Management
performance could be stronger.

BB, B, CCC and CC

Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominately speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation.
BB includes the lowest degree of speculation and CC the highest
degree of speculation. While such bonds will likely have some
quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.

The rating C is reserved for income bonds on which no interest is
being paid.

Bonds rated D are in default, and payment of interest and/or
repayment of principal is in arrears.

S&P's letter ratings may be modified by the addition of a plus or a
minus sign, which is used to show relative standing within the
major rating categories, except in the AAA-Prime Grade category.

Description of S&P Municipal Note Ratings

Municipal notes with maturities of three years or less are usually
given note ratings (designated SP-1, -2 or -3) to distinguish more
clearly the credit quality of notes as compared to bonds. Notes
rated SP-1 have a very strong or strong capacity to pay principal
and interest. Those issues determined to possess overwhelming
safety characteristics are given the designation of SP-1+. Notes
rated SP-2 have satisfactory capacity to pay principal and
interest.

Description of Moody's Municipal Bond Ratings

Aaa

Bonds which are rated Aaa are judged to be the best quality. They
carry the smallest degree of investment risk and are generally
referred to as "gilt edge". Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure.
While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in
Aaa securities, or fluctuation of protective elements may be of
greater amplitude, or there may be other elements present which
make the long-term risks appear somewhat larger than in Aaa
securities.

Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and interest are
considered adequate, but elements may be present which suggest a
susceptibility to impairment sometime in the future.

Baa

Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments
or of maintenance of other terms of the contract over any long
period of time may be small.

Caa

Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect
to principal or interest.

Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or
have other marked shortcomings.

Bonds which are rated C are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects
of ever attaining any real investment standing. Moody's applies
the numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through B. The modifier 1 indicates that the
security ranks in the higher end of its generic ratings category;
the modifier 2 indicates a mid-range ranking; and the modifier 3
indicates that the issue ranks in the lower end of its generic
ratings category.

Description of Moody's Municipal Note Ratings

Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade (MIG) and for
variable rate demand obligations are designated Variable Moody's
Investment Grade (VMIG). This distinction recognizes the
differences between short- and long-term credit risk. Loans bearing
the designation MIG 1/VMIG 1 are the best quality, enjoying strong
protection from established cash flows of funds for their servicing
or from established and broad-based access to the market for
refinancing, or both. Loans bearing the designation MIG 2/VMIG 2
are of high quality, with margins of protection ample, although not
as large as the preceding group. Loans bearing the designation MIG
3/VMIG 3 are of favorable quality, with all security elements
accounted for but lacking the undeniable strength of the preceding
grades. Market access for refinancing, in particular, is likely to
be less well established. Loans bearing the designation MIG 4/VMIG
4 are of adequate quality. Protection commonly regarded as required
of an investment security is present and although not distinctly or
predominantly speculative, there is specific risk.

Description of Commercial Paper Ratings

The rating A-1+ is the highest, and A-1 the second highest,
commercial paper rating assigned by S&P. Paper rated A-1+ must have
either the direct credit support of an issuer or guarantor that
possesses excellent long-term operating and financial strength
combined with strong liquidity characteristics (typically, such
issuers or guarantors would display credit quality characteristics
which would warrant a senior bond rating of A\- or higher) or the
direct credit support of an issuer or guarantor that possesses
above average long-term fundamental operating and financing
capabilities combined with ongoing excellent liquidity
characteristics. Paper rated A-1 must have the following
characteristics: liquidity ratios are adequate to meet cash
requirements; long-term senior debt is rated A or better; the
issuer has access to at least two additional channels of borrowing;
basic earnings and cash flow have an upward trend with allowance
made for unusual circumstances; typically, the issuer's industry is
well established and the issuer has a strong position within the
industry; and the reliability and quality of management are
unquestioned.

The rating Prime-1 is the highest commercial paper rating assigned
by Moody's. Among the factors considered by Moody's in assigning
ratings are the following: (a) evaluation of the management of the
issuer; (b) economic evaluation of the issuer's industry or
industries and an appraisal of speculative-type risks which may be
inherent in certain areas; (c) evaluation of the issuer's products
in relation to competition and customer acceptance; (d) liquidity;
(e) amount and quality of long-term debt; (f) trend of earnings
over a period of ten years; (g) financial strength of parent
company and the relationships which exist with the issue; and (h)
recognition by the management of obligations which may be present
or may arise as a result of public interest questions and
preparations to meet such obligations.

Short-Term obligations, including commercial paper, rated A-1+ by
Fitch IBCA, Inc. are obligations supported by the highest capacity
for timely repayment. Obligations rated A-1 have a very strong
capacity for timely repayment. Obligations rated A-2 have a strong
capacity for timely repayment, although such capacity may be
susceptible to adverse changes in business, economic and financial
conditions.

Thomson BankWatch employs the rating "TBW-1" as its highest
category, which indicates that the degree of safety regarding
timely repayment of principal and interest is very strong. "TBW-2"
is its second highest rating category. While the degree of safety
regarding timely repayment of principal and interest is strong, the
relative degree of safety is not as high as for issues rated "TBW-
1".

Fitch IBCA, Inc. employs the rating F-1+ to indicate issues
regarded as having the strongest degree of assurance of timely
payment. The rating F-1 reflects an assurance of timely payment
only slightly less in degree than issues rated F-1+, while the
rating F-2 indicates a satisfactory degree of assurance of timely
payment although the margin of safety is not as great as indicated
by the F-1+ and F-1 categories.

Duff & Phelps Inc. employs the designation of Duff 1 with respect
to top grade commercial paper and bank money instruments. Duff 1+
indicates the highest certainty of timely payment: short-term
liquidity is clearly outstanding and safety is just below risk-free
U.S. Treasury short-term obligations. Duff 1 - indicates high
certainty of timely payment. Duff 2 indicates good certainty of
timely payment: liquidity factors and company fundamentals are
sound.

Various NRSROs utilize rankings within ratings categories indicated
by a + or -. The funds, in accordance with industry practice,
recognize such ratings within categories as gradations, viewing for
example S&P's rating of A-1+ and A-1 as being in S&P's highest
rating category.

Smith Barney Equity Funds

Smith Barney Large Cap
Blend Fund

Concert Social Awareness
Fund

Statement of
Additional Information
May 31, 1999
As Amended September 30,
1999 and
March 13, 2000

Smith Barney Equity Funds
388 Greenwich Street
New York, New York 10013

SALOMON SMITH BARNEY
A Member of CitiGroup

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