SMITH BARNEY SHEARSON PRECIOUS METALS & MINERAL FUND INC
497, 1995-12-21
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                        SMITH BARNEY
           PRECIOUS METALS AND MINERALS FUND INC.
                        (the "Fund")
                        
        Supplement to Prospectus dated March 1,
1995



New Management Agreement

       At  a  special  meeting  held on December 18, 1995,
the shareholders of the Fund approved  a  new management
agreement (the "Agreement") between  Smith Barney Mutual
Funds Management Inc. ("SBMFM") and the Fund.  Under
the  Agreement, SBMFM will provide investment  advisory
and administrative services. For these services, SBMFM
will  be paid  a  management fee at an annual rate of
0.75%  of  the value of the Fund's daily net assets. The
Agreement replaces the  Fund's  existing investment
advisory and administration agreements  with  Smith Barney
Strategy  Advisers  Inc.  and SBMFM, respectively.



Change in Investment Objective


     Also on December 18, 1995, the shareholders of the
Fund approved           a   proposal  to  amend  the
Fund's   investment
objective. As a result, the Fund's investment objective
has been  broadened to permit the Fund to seek long-term
capital appreciation  by  investing primarily in  "Natural
Resource Investments"  which  are defined as:  (1)  equity
and  debt securities of companies principally engaged in
(a) owning or processing natural resources, such as
precious metals, other minerals,  water, timberland,
agricultural  commodities  and forest
products, (b) owning or producing sources of  energy
such  as  oil,  natural gas, coal, uranium, geothermal,
oil shale and biomass, (c) participating in the
exploration  and development, transportation,
distribution, and/or processing of natural resources, (d)
owning or controlling oil, gas, or other
mineral  leases, rights or royalties,  (e)  providing
related  services  or  supplies,  such  as  drilling,
well servicing, chemicals, parts and equipment, (f)
developing or participating in energy-efficient
technologies  or  (g)  the upgrading or processing of raw
commodities into intermediate products;  and  (2) gold
bullion and gold coins.  A  company will be considered to
be "principally engaged" in a business or  an
activity  if it derives at least 50%  of  its  total
revenue from that business  or activity.



Risk Factors and Special Considerations


      No  assurance can be given that the Fund will
achieve its  investment  objective. The Fund's
investments  may  be subject to greater risk and market
fluctuation than  a  fund that  invests in securities
representing a broader range  of investment  alternatives.
Historically,  stock  prices
of
companies involved in natural resources industries have
been volatile.  The  Fund's policy of investing in
securities  of foreign  issuers also presents certain
risks not present  in domestic investments. The Fund may
invest in medium- or lowrated
securities  and  unrated  securities  of  comparable
qualities.  Generally,  these  securities  offer  a
higher current   yield  than  the  yield  offered  by
higher-rated securities but involve greater volatility of
prices and risk of  loss  of income and principal,
including the probability of
default  by  or  bankruptcy  of  the  issuers  of  such
securities. Therefore, an investment in the Fund should
not be  considered as a complete investment program and
may  not be appropriate for all investors.

                             

      In addition, effective December 18, 1995, the name
of the  Fund  will become "Smith Barney Natural Resources
Fund Inc." to reflect the Fund's new investment objective.




Supplement dated December 18, 1995

FD0 1058 12/95





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