Emerging Growth
Portfolio
Mid Cap
Portfolio
Growth
Portfolio
Growth and
Income Portfolio
Government
Portfolio
Concert Investment Series
Prospectus
AUGUST 18, 1999
SELECT PORTFOLIOS
Shares of each portfolio are offered to insurance company separate
accounts
which fund certain variable annuity and variable life insurance
contracts and to
qualified retirement and pension plans. This prospectus should be
read together
with the prospectus for the contracts.
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.
[SB] Smith
Barney
[MF]
Mutual Funds
<PAGE>
Contents
<TABLE>
<S> <C>
Things you should know before investing
- --------------------------------------------
Portfolio goals, strategies and risks:
- --------------------------------------------
Select Emerging Growth Portfolio 2
- --------------------------------------------
Select Mid Cap Portfolio 4
- --------------------------------------------
Select Growth Portfolio 6
- --------------------------------------------
Select Growth and Income Portfolio 8
- --------------------------------------------
Select Government Portfolio 10
- --------------------------------------------
More on the Portfolios' Investments 12
- --------------------------------------------
Management 13
- --------------------------------------------
Share Transactions 14
- --------------------------------------------
Distributions, Dividends and Taxes 15
- --------------------------------------------
Share Price 16
- --------------------------------------------
</TABLE>
About the manager
The funds' investment manager is SSBC Fund Management Inc., an
affiliate of
Salomon Smith Barney Inc. The manager selects the funds' investments
and oversees their operations. The manager and Salomon Smith Barney
are subsid-
iaries of Citigroup Inc. Citigroup businesses produce a broad range
of finan-
cial services.
1
Concert Investment Series--Select Portfolios
<PAGE>
Select Emerging Growth Portfolio
Investment objective
The fund seeks capital appreciation.
Key investments
The fund invests in common stocks of small and medium sized
companies consid-
ered by the manager to be "emerging growth" companies. These are
primarily do-
mestic companies, in the early stages of their life cycles,
characterized by
relatively high earnings growth. The manager selects investments
from among
companies that have market capitalizations in the lowest 25% of all
publicly
traded U.S. companies.
How the manager selects the fund's investments
The manager emphasizes individual security selection while spreading
invest-
ments among many industries and sectors. The manager uses
quantitative analysis
to identify individual companies that it believes offer
exceptionally high
prospects for growth. The manager purchases these companies' stocks
when it be-
lieves they are reasonably priced. This style of stock selection is
commonly
known as "growth at a reasonable price." Quantitative methods are
also used to
control portfolio risk related to broad macroeconomic factors, such
as interest
rate changes. The manager selects investments for their potential
capital ap-
preciation; any ordinary income is incidental. In selecting
individual compa-
nies for investment, the manager looks for:
. Above average earnings growth
. A pattern of reported earnings that exceed market expectations
. Rising earnings estimates over the next several quarters
. High relative return on invested capital
. Reasonable price/earnings multiple
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 any of the following
occurs:
. Stock prices decline generally
. Emerging growth companies fall out of favor with investors
. The manager's judgment about the attractiveness, value or
potential apprecia-
tion of a particular stock proves to be incorrect
. A particular product or service developed by an emerging growth
company is
unsuccessful, the company does not meet earnings expectations or
other events
depress the value of the company's stock
Compared to large, established companies, emerging growth companies
are more
likely to have limited product lines, limited capital resources and
less expe-
rienced management. In addition, securities of emerging growth
companies are
more likely to:
. Experience sharper swings in market value
. Be harder to sell at times and prices the manager believes
appropriate
. Offer greater potential for gains and losses
Who may want to invest in the fund
The fund may be an appropriate investment if you:
. Are seeking to participate in the long term growth potential of
emerging
growth companies
. Currently have exposure to fixed income investments and less
volatile equity
investments and wish to broaden your investment portfolio
. Are willing to accept the risks of investing in the stock market
and the spe-
cial risks of investing in emerging growth companies with limited
track rec-
ords
2
Concert Investment Series--Select Portfolios Prospectus
<PAGE>
Select Emerging Growth Portfolio, continued
Total return and performance
- --------------------------------------------------------------------
- ------------
The fund's total return will vary from year to year, and its
performance will
vary compared with that of unmanaged indices. Although variations in
the fund's
performance are an indication of the risks of investing in the fund,
past per-
formance does not necessarily indicate how the fund will perform in
the future.
Fees and expenses
- --------------------------------------------------------------------
- ------------
<TABLE>
<CAPTION>
Shareholder fees (paid directly from your investment)
--------------------------------------------------
- ----------
<S>
<C>
Maximum sales charge on purchases (as a % of offering
price)
None
--------------------------------------------------
- ----------
Maximum deferred sales charge on redemptions
(as a % of the lower of net asset value at purchase
or
redemption)
None
--------------------------------------------------
- ----------
Annual fund operating expenses (paid by the portfolio
as
a % of net assets)
--------------------------------------------------
- ----------
Management fee
0.75%
--------------------------------------------------
- ----------
Distribution and service (12b-1) fees
None
--------------------------------------------------
- ----------
Other expenses
0.25
--------------------------------------------------
- ----------
Total annual fund operating expenses
1.00%
--------------------------------------------------
- ----------
</TABLE>
The table sets
forth the fees
and expenses
you will pay if
you invest in
shares of the
portfolio.
Example
- --------------------------------------------------------------------
- ------------
<TABLE>
<CAPTION>
Number
of
years
you
own
your
shares 1 year* 3 years*
----------------------
<S> <C> <C>
$102 $318
----------------------
</TABLE>
The example
helps you com-
pare the costs
of investing in
the portfolio
with other mu-
tual funds.
Your actual
costs may be
higher or low-
er.
*The example assumes:
.You invest $10,000 for the period shown
.You redeem all of your shares at the end of the
period
.Your investment has a 5% return each year
.You reinvest all distributions and dividends
without a
sales charge
.The portfolio's operating expenses remain the
same
3
Concert Investment Series--Select Portfolios Prospectus
<PAGE>
Select Mid Cap Portfolio
Investment objective
The fund seeks long-term growth of capital.
Key investments
The fund invests primarily in equity securities of medium sized
companies,
which are companies with market capitalizations within the range of
capitalizations of the companies included in the Standard & Poors
MidCap 400
Index at the time of investment. Equity securities include exchange
traded and
over-the-counter common stocks, preferred stocks, debt securities
convertible
into equity securities and warrants and rights relating to equity
securities.
The fund also may invest up to 35% of its assets in equity
securities of
companies with market capitalizations smaller or larger than those
of medium
sized companies (i.e., companies considered to be small or large
capitalization
companies), and up to 25% of its assets in securities of foreign
issuers both
directly and through depositary receipts for those securities.
How the manager selects the fund's investments
The manager focuses on medium capitalization companies that exhibit
either at-
tractive growth characteristics or attractive value characteristics.
The man-
ager selects individual "growth" stocks for investment in two ways:
by identi-
fying those companies which exhibit the most favorable growth
prospects and by
identifying those companies which have favorable valuations relative
to their
growth characteristics. This strategy is commonly known as "growth
at a reason-
able price" and offers investors style diversification within a
single mutual
fund. In selecting companies for investment, the manager looks for:
. Growth characteristics, including high historic growth rates and
high rela-
tive growth compared with companies in the same industry or sector
. Value characteristics, including low price/earnings ratios and
other statis-
tics indicating that a security is undervalued
. Increasing profits and sales
. Competitive advantages that could be more fully exploited by a
company
. Skilled management that is committed to long-term growth
. Potential for a long-term investment by the fund
The manager uses fundamental research to find stocks with strong
growth poten-
tial and also uses quantitative analysis to determine whether these
stocks are
relatively undervalued or overvalued compared to stocks with similar
fundamen-
tal characteristics. The manager's quantitative valuations determine
whether
and when the fund will purchase and sell stocks that it identifies
through fun-
damental research.
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, because of the following:
. U.S. stock markets go down, or perform poorly relative to other
types of in-
vestments
. An adverse company specific event, such as an unfavorable earnings
report,
negatively affects the stock price of a company in which the fund
invests
. Medium capitalization stocks fall out of favor with investors
. The manager's judgment about the attractiveness, growth prospects,
value or
potential appreciation of a particular stock proves to be
incorrect
Because the fund invests primarily in medium capitalization
companies, an in-
vestment in the fund may be more volatile and more susceptible to
loss than an
investment in a fund which invests primarily in large capitalization
companies.
Medium capitalization companies may have more limited product lines,
markets
and financial resources than large capitalization companies. They
may have
shorter operating histories and more erratic businesses, although
they gener-
ally have more established businesses than small capitalization
companies. The
prices of medium capitalization company stocks tend to be more
volatile than
the prices of large capitalization company stocks.
Investments in securities of foreign issuers involve greater risks
than those
of domestic issuers, such risks may include:
. Foreign markets may have less volume, liquidity and government
supervision
. Imposition of exchange controls or other restrictions on
investments and ad-
verse government actions
. Changes in foreign currency rates relative to the U.S. dollar will
affect the
U.S. dollar value of the fund's assets
Who may want to invest in the fund
The fund may be an appropriate investment if you:
. Are seeking to participate in the long term growth potential of
the U.S.
stock market
. Are looking for an investment with potentially greater return but
higher risk
than a fund that invests primarily in large cap companies
. Are willing to accept the risks of investing in the stock market
4
Concert Investment Series--Select Portfolios Prospectus
<PAGE>
Select Mid Cap Portfolio, continued
Total return and performance
- --------------------------------------------------------------------
- ------------
The fund's total return will vary
from year to year, and its per-
formance will vary compared with
that of unmanaged indices.
Although variations in the fund's
performance are an indication of
the risks of investing in the
fund, past performance does not
necessarily indicate how the fund
will perform in the future.
Fees and expenses
- --------------------------------------------------------------------
- ------------
<TABLE>
<CAPTION>
Shareholder fees (paid directly from your investment)
--------------------------------------------------
- ----------
<S>
<C>
Maximum sales charge on purchases (as a % of offering
price)
None
--------------------------------------------------
- ----------
Maximum deferred sales charge on redemptions
(as a % of the lower of net asset value at purchase
or
redemption)
None
--------------------------------------------------
- ----------
Annual fund operating expenses (paid by the portfolio
as
a % of net assets)
--------------------------------------------------
- ----------
Management fee
0.75%
--------------------------------------------------
- ----------
Distribution and service (12b-1) fees
None
--------------------------------------------------
- ----------
Other expenses
0.20
--------------------------------------------------
- ----------
Total annual fund operating expenses
0.95%
--------------------------------------------------
- ----------
</TABLE>
The table sets
forth the fees
and expenses
you will pay if
you invest in
shares of the
portfolio.
Example
- --------------------------------------------------------------------
- ------------
<TABLE>
<CAPTION>
Number
of
years
you
own
your
shares 1 year* 3 years*
----------------------
<S> <C> <C>
$97 $303
----------------------
</TABLE>
The example
helps you com-
pare the costs
of investing in
the portfolio
with other mu-
tual funds.
Your actual
costs may be
higher or low-
er.
*The example assumes:
.You invest $10,000 for the period shown
.You redeem all of your shares at the end of the
period
.Your investment has a 5% return each year
.You reinvest all distributions and dividends
without a
sales charge
.The portfolio's operating expenses remain the
same
Concert Investment Series--Select Portfolios Prospectus
5
<PAGE>
Select Growth Portfolio
Investment objective
The fund seeks capital appreciation.
Key investments
The fund invests principally in U.S. common stocks and other equity
securities,
typically of established companies with large market
capitalizations.
How the manager selects the fund's investments
The manager uses a "bottom-up" strategy, primarily focusing on
individual secu-
rity selection, with less emphasis on industry and sector
allocation. The man-
ager selects investments for their capital appreciation; any
ordinary income is
incidental. In selecting individual companies for investment, the
manager looks
for:
. Growth characteristics, including high historic growth rates and
high rela-
tive growth compared with companies in the same industry or sector
. Value characteristics, including low price/earnings ratios and
other statis-
tics indicating that a security is undervalued
. Increasing profits and sales
. Competitive advantages that could be more fully exploited by a
company
. Skilled management that is committed to long-term growth
. Potential for a long-term investment by the fund
The manager uses fundamental research to find stocks with strong
growth poten-
tial, and then uses quantitative analysis to determine whether these
stocks are
relatively undervalued or overvalued compared to stocks with similar
fun-
damental characteristics. The manager's quantitative valuations
determine
whether and when the fund will purchase or sell the stocks that it
identifies
through fundamental research. This style of stock selection is
commonly known
as "growth at a reasonable price."
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 any of the following
occurs:
. Stock prices decline generally
. Large capitalization companies fall out of favor with investors
. The manager's judgment about the attractiveness, value or
potential apprecia-
tion of a particular stock proves to be incorrect
. The company does not meet earnings expectations or other events
depress the
value of the company's stock
The fund may engage in active and frequent trading, resulting in
high portfolio
turnover. Frequent trading also increases transaction costs, which
could de-
tract from the fund's performance.
Who may want to invest in the fund
The fund may be an appropriate investment if you:
. Are an aggressive investor seeking to participate in the long term
growth po-
tential of the stock market
. Are willing to accept the risks of investing in common stocks
6
Concert Investment Series--Select Portfolios Prospectus
<PAGE>
Select Growth Portfolio, continued
Total return and performance
- --------------------------------------------------------------------
- ------------
The fund's total return will vary from year to year, and its
performance will
vary compared with that of unmanaged indices. Although variations in
the fund's
performance are an indication of the risks of investing in the fund,
past per-
formance does not necessarily indicate how the fund will perform in
the future.
Fees and expenses
- --------------------------------------------------------------------
- ------------
<TABLE>
<CAPTION>
Shareholder fees (paid directly from your investment)
--------------------------------------------------
- ----------
<S>
<C>
Maximum sales charge on purchases (as a % of offering
price)
None
--------------------------------------------------
- ----------
Maximum deferred sales charge on redemptions
(as a % of the lower of net asset value at purchase
or
redemption)
None
--------------------------------------------------
- ----------
Annual fund operating expenses (paid by the portfolio
as
a % of net assets)
--------------------------------------------------
- ----------
Management fee
0.75%
--------------------------------------------------
- ----------
Distribution and service (12b-1) fees
None
--------------------------------------------------
- ----------
Other expenses
0.20%
--------------------------------------------------
- ----------
Total annual fund operating expenses
0.95%
--------------------------------------------------
- ----------
</TABLE>
The table sets
forth the fees
and expenses
you will pay if
you invest in
shares of the
portfolio.
Example
- --------------------------------------------------------------------
- ------------
<TABLE>
<CAPTION>
Number
of
years
you
own
your
shares 1 year* 3 years*
----------------------
<S> <C> <C>
$97 $303
----------------------
</TABLE>
The example
helps you com-
pare the costs
of investing in
the portfolio
with other mu-
tual funds.
Your actual
costs may be
higher or low-
er.
*The example assumes:
.You invest $10,000 for the period shown
.You redeem all of your shares at the end of the
period
.Your investment has a 5% return each year
.You reinvest all distributions and dividends
without a
sales charge
.The portfolio's operating expenses remain the
same
Concert Investment Series--Select Portfolios Prospectus
7
<PAGE>
Select Growth and Income Portfolio
Investment objective
The fund seeks reasonable growth and income.
Key investments
The fund invests in a portfolio consisting principally of equity
securities,
including convertible securities, that provide dividend or interest
income.
However, it may also invest in non-income producing investments for
potential
appreciation in value. The fund emphasizes U.S. stocks with large
market capi-
talizations. The fund's convertible securities may be of any credit
quality and
may include below investment grade securities (commonly known as
"junk bonds").
How the manager selects the fund's investments
The manager emphasizes individual security selection while spreading
the fund's
investments among industries and sectors. The manager uses a two-
step selection
process commonly known as "growth at a reasonable price."
First, the manager uses quantitative analysis to find stocks with
strong growth
potential, and to determine whether these securities are relatively
undervalued
or overvalued. Quantitative factors include:
. Growth characteristics, including high historic growth rates and
high rela-
tive growth compared with companies in the same industry or sector
. Value characteristics, including low price/earnings ratios and
other statis-
tics indicating that a security is undervalued
Then, the manager uses fundamental qualitative research to verify
these equity
securities' growth potential. Qualitative factors include:
. Management with established track records, or favorable changes in
current
management
. Improvement in a company's competitive position
. Positive changes in corporate strategy
These quantitative and qualitative factors, as well as expected
dividends and
income, influence the fund's purchases and sales of securities.
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 any of the following
occurs:
. Stock prices decline generally
. Large capitalization companies fall out of favor with investors
. Companies in which the fund invests suffer unexpected losses or
lower than
expected earnings
. The manager's judgment about the attractiveness, value or income
potential of
a particular security proves to be incorrect
. The issuer of a debt security owned by the fund defaults on its
obligation to
pay principal and/or interest or has its credit rating downgraded.
This risk
is higher for below investment grade securities. These securities
are consid-
ered speculative because they have a higher risk of issuer
default, are sub-
ject to greater price volatility and may be illiquid
The fund may engage in active and frequent trading, resulting in
high portfolio
turnover. Frequent trading also increases transaction costs, which
could de-
tract from the fund's performance.
Who may want to invest in the fund
The fund may be an appropriate investment if you:
. Are seeking reasonable long term growth and current income
. Are willing to accept the risks of investing in the stock market
8
Concert Investment Series--Select Portfolios Prospectus
<PAGE>
Select Growth and Income Portfolio, continued
Total return and performance
- --------------------------------------------------------------------
- ------------
The fund's total return will vary from year to year, and its
performance will
vary compared with that of unmanaged indices. Although variations in
the fund's
performance are an indication of the risks of investing in the fund,
past per-
formance does not necessarily indicate how the fund will perform in
the future.
Fees and expenses
- --------------------------------------------------------------------
- ------------
<TABLE>
<CAPTION>
Shareholder fees (paid directly from your investment)
--------------------------------------------------
- ----------
<S>
<C>
Maximum sales charge on purchases (as a % of offering
price)
None
--------------------------------------------------
- ----------
Maximum deferred sales charge on redemptions
(as a % of the lower of net asset value at purchase
or
redemption)
None
--------------------------------------------------
- ----------
Annual fund operating expenses (paid by the portfolio
as
a % of net assets)
--------------------------------------------------
- ----------
Management fee
0.75%
--------------------------------------------------
- ----------
Distribution and service (12b-1) fees
None
--------------------------------------------------
- ----------
Other expenses
0.20%
--------------------------------------------------
- ----------
Total annual fund operating expenses
0.95%
--------------------------------------------------
- ----------
</TABLE>
The table sets
forth the fees
and expenses
you will pay if
you invest in
shares of the
portfolio.
Example
- --------------------------------------------------------------------
- ------------
<TABLE>
<CAPTION>
Number
of
years
you
own
your
shares 1 year* 3 years*
----------------------
<S> <C> <C>
$97 $303
----------------------
</TABLE>
The example
helps you com-
pare the costs
of investing in
the portfolio
with other mu-
tual funds.
Your actual
costs may be
higher or low-
er.
*The example assumes:
.You invest $10,000 for the period shown
.You redeem all of your shares at the end of the
period
.Your investment has a 5% return each year
.You reinvest all distributions and dividends
without a
sales charge
.The portfolio's operating expenses remain the
same
9
Concert Investment Series--Select Portfolios Prospectus
<PAGE>
Select Government Portfolio
Investment objective
The fund seeks high current return consistent with preservation of
capital.
Key investments
The fund invests primarily in government debt issued or guaranteed
by the U.S.
government, its agencies or instrumentalities. These securities
include U.S.
Treasury securities, mortgage-related and asset-backed securities.
Some govern-
ment guaranteed mortgage-related securities are backed by the full
faith and
credit of the U.S. Treasury, some are supported by the right of the
issuer to
borrow from the U.S. government and some are backed only by the
credit of the
issuer itself.
In order to hedge against changes in interest rates, the fund also
may purchase
or sell options on U.S. government securities and enter into
interest rate
futures contracts and options on these contracts.
How the manager selects the fund's investments
The manager focuses on identifying undervalued sectors and
securities. Specifi-
cally, the manager:
. Determines sector and maturity weightings based on intermediate
and long-term
assessments of the economic environment and relative value factors
based on
interest rate outlook
. Uses research to uncover inefficient sectors of the government and
mortgage
markets and adjusts portfolio positions to take advantage of new
information
. Measures the potential impact of supply/demand imbalances, yield
curve shifts
and changing prepayment patterns to identify individual securities
that bal-
ance potential return and risk
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 any of the following
occurs:
. Interest rates increase, causing the prices of fixed income
securities to de-
cline and reducing the value of the fund's portfolio
. Prepayment risk (or call risk). As interest rates decline, the
issuers of se-
curities held by the fund may prepay principal earlier than
scheduled, forc-
ing the fund to reinvest in lower yielding securities
. Extension risk. As interest rates increase, slower than expected
principal
payments may extend the average life of fixed income securities,
locking in
below-market interest rates and reducing the value of these
securities
. The manager's judgment about interest rates or the attractiveness,
value or
income potential of a particular security proves incorrect
. Changes in interest rates or the value of securities cause the
value of op-
tions or futures contracts held by the fund to decline, resulting
in dispro-
portionate losses to the fund's portfolio
Who may want to invest in the fund
The fund may be an appropriate investment if you:
. Are seeking income consistent with preservation of capital
. Are willing to accept the interest rate risks and market risks of
investing
in government bonds and mortgage-related securities
10
Concert Investment Series--Select Portfolios Prospectus
<PAGE>
Select Government Portfolio, continued
Total return and performance
- --------------------------------------------------------------------
- ------------
The fund's total return will vary from year to year, and its
performance will
vary compared with that of unmanaged indices. Although variations in
the fund's
performance are an indication of the risks of investing in the fund,
past per-
formance does not necessarily indicate how the fund will perform in
the future.
Fees and expenses
- --------------------------------------------------------------------
- ------------
<TABLE>
<CAPTION>
Shareholder fees (paid directly from your investment)
--------------------------------------------------
- ----------
<S>
<C>
Maximum sales charge on purchases (as a % of offering
price)
None
--------------------------------------------------
- ----------
Maximum deferred sales charge on redemptions
(as a % of the lower of net asset value at purchase
or
redemption)
None
--------------------------------------------------
- ----------
Annual fund operating expenses (paid by the portfolio
as
a % of net assets)
--------------------------------------------------
- ----------
Management fee
0.60%
--------------------------------------------------
- ----------
Distribution and service (12b-1) fees
None
--------------------------------------------------
- ----------
Other expenses
0.20%
--------------------------------------------------
- ----------
Total annual fund operating expenses
0.80%
--------------------------------------------------
- ----------
</TABLE>
The table sets
forth the fees
and expenses
you will pay if
you invest in
shares of the
portfolio.
Example
- --------------------------------------------------------------------
- ------------
<TABLE>
<CAPTION>
Number
of
years
you
own
your
shares 1 year* 3 years*
----------------------
<S> <C> <C>
$82 $255
----------------------
</TABLE>
The example
helps you com-
pare the costs
of investing in
the portfolio
with other mu-
tual funds.
Your actual
costs may be
higher or low-
er.
*The example assumes:
.You invest $10,000 for the period shown
.You redeem all of your shares at the end of the
period
.Your investment has a 5% return each year
.You reinvest all distributions and dividends
without a
sales charge
.The portfolio's operating expenses remain the
same
11
Concert Investment Series--Select Portfolios Prospectus
<PAGE>
More on the Portfolios' Investments
Equity securities
Equity securities include exchange traded and over-the-counter
common and pre-
ferred stocks, debt securities convertible into equity securities,
and warrants
and rights relating to equity securities.
Securities of foreign issuers
all Portfolios except Government Portfolio
Emerging Growth Fund, Growth Fund and Growth and Income Fund may
invest up to
20% of their assets, and Mid Cap Fund up to 25% of its assets, in
foreign secu-
rities, including those of issuers in emerging market countries.
Investments in securities of foreign entities and securities
denominated in
foreign currencies involve special risks. These include possible
political and
economic instability and the possible imposition of exchange
controls or other
restrictions on investments. Since each fund may invest in
securities denomi-
nated or quoted in currencies other than the U.S. dollar, changes in
foreign
currency rates relative to the U.S. dollar will affect the U.S.
dollar value of
the fund's assets. Emerging market investments offer the potential
for signifi-
cant gains but also involve greater risks than investing in more
developed
countries. Political or economic stability, lack of market liquidity
and gov-
ernment actions such as currency controls or seizure of private
business or
property may be more likely in emerging markets.
Derivative transactions
All Portfolios
The funds may, but need not, use derivative contracts, such as
futures and op-
tions on securities, securities indices or currencies; options on
these
futures; forward currency contracts; and interest rate or currency
swaps for
any of the following purposes:
. To hedge against the economic impact of adverse changes in the
market value
of portfolio securities because of changes in stock market prices,
currency
exchange rates or interest rates
. As a substitute for buying or selling securities
. To enhance a fund's return
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,
currencies or indices. Even a small investment in derivative
contracts can have
a big impact on a fund's stock market, currency and interest rate
exposure.
Therefore, using derivatives can disproportionately increase losses
and reduce
opportunities for gains when stock prices, currency rates or
interest rates are
changing. A 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. Deriva-
tives can also make a fund less liquid and harder to value,
especially in de-
clining markets.
Temporary defensive investments
All Portfolios
Each of the funds may depart from its principal investment
strategies in re-
sponse to adverse market, economic or political conditions by taking
temporary
defensive positions in all types of money market and short-term debt
securi-
ties. If the fund takes a temporary defensive position, it may be
unable to
achieve its investment objective.
Special restrictions
All Portfolios Except Mid Cap Portfolio
Each fund, except Mid Cap Portfolio, will not purchase any
securities issued by
a company primarily engaged in the manufacture of alcohol or
tobacco.
Goals/Policies
All Portfolios
Each fund's goal and investment policies generally may be changed by
the
trustees without shareholder approval.
Master/feeder option
Each of the funds may in the future seek to achieve its investment
objective by
investing all of its net assets in another investment company having
the same
investment objective and substantially the same investment policies
and
restrictions as those applicable to the fund. Shareholders of such a
fund will
be given at least 30 days prior notice of any such investment.
12
Concert Investment Series--Select Portfolios Prospectus
<PAGE>
Management
The Concert Investment Series offers a family of fund choices to
help meet the
varying needs of investors. The manager and Salomon Smith Barney are
subsidiaries of Citigroup Inc. 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.
The portfolio managers
The portfolio managers are primarily responsible for the day-to-day
operation
of the funds indicated below. The table also shows the business
experience of
each portfolio manager.
<TABLE>
<CAPTION>
Portfolio
Fund Manager(s) Since Past 5 Years' Business
Experience
- --------------------------------------------------------------------
- ---------------------
<C> <C> <C> <S>
Emerging Growth Sandip Bhagat inception investment officer of
the manager and pres-
ident of
Travelers Investment
Management Company, an
affiliate of the
manager
- --------------------------------------------------------------------
- ---------------------
Mid Cap and Growth Larry Weissman inception investment officer of
the manager and man-
aging director of
Salomon Smith Barney
since October, 1997;
portfolio manager of
Neuberger & Berman,
LLC, 1995-97; portfolio
manager of College
Retirement Equities Fund
prior thereto
- --------------------------------------------------------------------
- ---------------------
Growth and Income R. Jay Gerken inception investment officer of
the manager and man-
aging director of
Salomon Smith Barney
- --------------------------------------------------------------------
- ---------------------
Government James E. Conroy inception investment officer of
the manager and man-
aging director of
Salomon Smith Barney
- --------------------------------------------------------------------
- ---------------------
</TABLE>
Management fees
For its services, the manager receives a fee during the portfolios'
fiscal year
equal on an annual basis to 0.75% of the Select Emerging Growth,
MidCap, Growth
and Growth and Income Portfolios' average daily net assets and 0.60%
of the Se-
lect Government Portfolio's average daily net assets.
Distributor
The portfolios have entered into an agreement with CFBDS, Inc. to
distribute
the portfolios' shares.
Year 2000 issue
Information technology experts are concerned about computer systems'
ability to
process date-related information on and after January 1, 2000. This
situation,
commonly known as the "Year 2000" issue, could have an adverse
impact on the
portfolios. The cost of addressing the Year 2000 issue, if
substantial, could
adversely affect companies and governments that issue securities
held by the
underlying funds. Technology experts have indicated that the risk of
loss due
to the Year 2000 issue may be greater with regard to foreign
companies and
govern-ments. The manager and distributor are addressing the Year
2000 issue
for their systems. Each portfolio has been informed by its other
service
providers that they are taking similar measures. Although the
portfolios do not
expect the Year 2000 issue to adversely affect them, the portfolios
cannot
guarantee that the efforts of each portfolio or its service
providers to
correct the problem will be successful.
13
Concert Investment Series--Select Portfolios Prospectus
<PAGE>
Share Transactions
Availability of shares
Individuals may not purchase shares directly from the portfolios.
You should
read the prospectus for your insurance company's variable contract
to learn how
to purchase a variable contract based on the portfolios.
Each portfolio may sell its shares directly to separate accounts
established
and maintained by insurance companies for the purpose of funding
variable annu-
ity and variable life insurance contracts and to certain qualified
pension and
retirement plans. The variable insurance products and qualified
plans may or
may not make investments in all the portfolios described in this
prospectus.
Shares of the portfolios are sold at net asset value.
The interests of different variable insurance products and qualified
plans in-
vesting in a portfolio could conflict due to differences of tax
treatment and
other considerations. The portfolios currently do not foresee any
disadvantages
to investors arising from the fact that each portfolio may offer its
shares to
different insurance company separate accounts that serve as the
investment me-
dium for their variable annuity and variable life products and to
qualified
plans. Nevertheless, the board of trustees intends to monitor events
to iden-
tify any material irreconcilable conflicts which may arise, and to
determine
what action, if any, should be taken in response to these conflicts.
If a con-
flict were to occur, one or more insurance companies' separate
accounts or
qualified plans might be required to withdraw their investments in
one or more
portfolios and shares of another portfolio may be substituted.
The sale of shares may be suspended or terminated if required by law
or regula-
tory authority or if it is in the best interests of the portfolios'
sharehold-
ers. Each portfolio reserves the right to reject any specific
purchase order.
Redemption of shares
Redemption requests may be placed by separate accounts of
participating insur-
ance companies and by qualified plans. The redemption price of the
shares of
each portfolio will be the net asset value next determined after
receipt by the
portfolio of a redemption request in good order. The value of
redeemed shares
may be more or less than the price paid for the shares. Sales
proceeds will
normally be forwarded to the selling insurance company or qualified
plan on the
next business day after receipt of a redemption request in good
order but in no
event later than 3 days following receipt of instructions. Each
portfolio may
suspend sales or postpone payment dates during any period in which
any of the
following conditions exist:
. the New York Stock Exchange is closed;
. trading on the New York Stock Exchange is restricted;
. an emergency exists as a result of which disposal by the portfolio
of securi-
ties is not reasonably practicable or it is not reasonably
practicable for a
fund to fairly determine the value of its net assets; or
. as permitted by SEC order in extraordinary circumstances.
14
Concert Investment Series--Select Portfolios Prospectus
<PAGE>
Distributions, Dividends and Taxes
Taxes
Each portfolio intends to qualify and be taxed as a "regulated
investment com-
pany" under Subchapter M of the Internal Revenue Code of 1986 (the
"Code"), as
amended. In order to qualify to be taxed as a regulated investment
company,
each portfolio must meet certain income and diversification tests
and distribu-
tion requirements. As a regulated investment company meeting these
require-
ments, a portfolio will not be subject to federal income tax on its
net invest-
ment income and net capital gains that it distributes to its
shareholders. All
income and capital gain distributions are automatically reinvested
in addi-
tional shares of the portfolio at net asset value and are includable
in gross
income of the separate accounts holding such shares. See the
accompanying con-
tract prospectus for information regarding the federal income tax
treatment of
distributions to the separate accounts and to holders of the
contracts.
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 portfolios normally pay dividends and distribute capital gains,
if any, as
follows:
- --------------------------------------------------------------------
- ------------
<TABLE>
<CAPTION>
Income Capital
Distributions
Dividend Gain
Mostly
Fund Distributions Distributions
From
- --------------------------------------------------------------------
- -----------------
<S> <C> <C>
<C>
Emerging Growth Annually Annually
Gain
- --------------------------------------------------------------------
- -----------------
Mid Cap Annually Annually
Gain
- --------------------------------------------------------------------
- -----------------
Growth Annually Annually
Gain
- --------------------------------------------------------------------
- -----------------
Growth and Income Quarterly Annually
Both
- --------------------------------------------------------------------
- -----------------
Government Monthly Annually
Income
- --------------------------------------------------------------------
- -----------------
</TABLE>
Each portfolio is also subject to asset diversification regulations
promulgated
by the U.S. Treasury Department under the Code. The regulations
generally pro-
vide that, as of the end of each calendar quarter or within 30 days
thereafter,
no more than 55% of the total assets of each portfolio may be
represented by
any one investment, no more than 70% by any two investments, no more
than 80%
by any three investments, and no more than 90% by any four
investments. For
this purpose all securities of the same issuer are considered a
single invest-
ment. An alternative diversification test may be satisfied under
certain cir-
cumstances. If a portfolio should fail to comply with these
regulations or
fails to qualify for the special tax treatment afforded regulated
investment
companies under the Code, contracts invested in that portfolio would
not be
treated as annuity, endowment or life insurance contracts under the
Code.
15
Concert Investment Series--Select Portfolios Prospectus
<PAGE>
Share Price
Each portfolio's net asset value is the value of its assets minus
its liabili-
ties. The price of each portfolio's shares is based on each
portfolio's respec-
tive net asset value. Each portfolio calculates its net asset value
every day
the New York Stock Exchange is open. The Exchange is closed on
certain holidays
listed in the Statement of Additional Information. This calculation
is done
when regular trading closes on the Exchange (normally 4:00 p.m.,
Eastern time).
Each portfolio, with the exception of the Government Portfolio, may
invest in
securities issued by foreign issuers; such securities may trade on
weekends or
other days on which a portfolio does not price its shares and thus
the value of
the portfolio's shares may change on days when you will not be able
to purchase
or redeem the portfolio's shares. The value of each underlying fund
is the
fund's net asset value at the time of computation.
The portfolios generally value their securities based on market
prices or quo-
tations. When reliable market prices or quotations are not readily
available,
the portfolios may price those securities at fair value. Fair value
is deter-
mined in accordance with procedures approved by the portfolios'
board. Short-
term investments that have a maturity of more than 60 days are
generally valued
based on market prices or quotations. Short-term investments that
have a matu-
rity of 60 days or less are valued at amortized cost. Using this
method, a
portfolio constantly amortizes over the remaining life of a security
the dif-
ference between the principal amount due at maturity and the cost of
the secu-
rity to the portfolio.
In order to buy, redeem or exchange shares at that day's price, an
insurance
company separate account or a qualified plan must place its order
with the
transfer agent before the New York Stock Exchange closes. If the New
York Stock
Exchange closes early, the order must be placed prior to the actual
closing
time. Otherwise, the investor will receive the next business day's
price.
16
Concert Investment Series--Select Portfolios Prospectus
<PAGE>
Concert Investment Series
Select Portfolios
Emerging Growth Portfolio Growth and Income Portfolio
Mid Cap Portfolio Government Portfolio
Growth Portfolio
- --------------------------------------------------------------------
- ------------
Additional Information About the
Portfolios
Shareholder Reports
Annual and semiannual reports to shareholders provide additional
information
about the portfolios' investments. These reports discuss the market
conditions
and investment strategies that affected each portfolio's
performance.
Statement of Additional Information
The statement of additional information provides more detailed
information
about each portfolio. It is incorporated by reference into (is
legally part of)
this prospectus.
You can make inquiries about the portfolios or obtain shareholder
reports or
the statement of additional information (without charge), by
contacting your registered
representative, by calling
the portfolios at 1-800-451-2010, or by writing to the portfolios at
Smith Bar-
ney Mutual Funds, 388 Greenwich Street, MF2, New York, New York
10013.
Visit Our Web Site
Our web site is located at www.smithbarney.com
You can also review the portfolios' shareholder reports, prospectus
and state-
ment of additional information at the Securities and Exchange
Commission's Pub-
lic Reference Room in Washington, D.C. You can get copies of these
materials
for a fee by writing to the Public Reference Section of the
Commission, Wash-
ington, D.C. 20549-6009. Information about the public reference room
may be ob-
tained by calling 1-800-SEC-0330. You can get the same reports and
information
free from the Commission's Internet web site--http://www.sec.gov
If someone makes a statement about the portfolios that is not in
this prospec-
tus, you should not rely upon that information. Neither the
portfolios nor the
distributor is offering to sell shares of the portfolios to any
person to whom
the portfolios may not lawfully sell their shares.
(SM) Salomon Smith Barney is a service mark of Salomon Smith Barney
Inc.
(Investment Company Act file no. 811-05018)
[FD 01659 8/99]
