<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1999
REGISTRATION NOS. 33-34423
811-06087
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
[x]
PRE-EFFECTIVE AMENDMENT NO.
[ ]
POST-EFFECTIVE AMENDMENT NO. 29
[x]
AND/OR
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
[x]
AMENDMENT NO. 31
[x]
------------------------
SALOMON BROTHERS
SERIES FUNDS INC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
------------------------
7 WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(800) 725-6666
------------------------
ROBERT A. VEGLIANTE, ESQ.
SALOMON BROTHERS ASSET MANAGEMENT INC
7 WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(NAME AND ADDRESS OF AGENT FOR SERVICE)
------------------------
COPY TO:
GARY S. SCHPERO, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NY 10017
------------------------
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
this Registration Statement becomes effective.
It is proposed that this filing will become effective:
<TABLE>
<S> <C>
[ ] immediately upon filing pursuant to Rule 485(b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[x] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
</TABLE>
If appropriate, check the following box:
<TABLE>
<S> <C>
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
</TABLE>
________________________________________________________________________________
<PAGE>
<TABLE>
<S> <C>
SALOMON BROTHERS
INVESTMENT SERIES
PROSPECTUS
Asia Growth Fund
Capital Fund
Cash Management Fund
High Yield Bond Fund
International Equity Fund
Investors Fund
Large Cap Growth Fund
National Intermediate Municipal Fund
New York Municipal Money Market Fund
Small Cap Growth Fund
Strategic Bond Fund
Total Return Fund
U.S. Government Income Fund
September , 1999
</TABLE>
[Logo]
The Securities and Exchange Commission has not approved the funds' shares as an
investment or determined whether this prospectus is accurate or complete. Any
statement to the contrary is a crime.
<PAGE>
- --------------------------------------------------------------------------------
CONTENTS
<TABLE>
<S> <C>
Fund goals, strategies and risks:
Asia Growth Fund.............................................................................. 4
Capital Fund.................................................................................. 6
Cash Management Fund.......................................................................... 8
High Yield Bond Fund.......................................................................... 10
International Equity Fund..................................................................... 12
Investors Fund................................................................................ 14
Large Cap Growth Fund......................................................................... 16
National Intermediate Municipal Fund.......................................................... 18
New York Municipal Money Market Fund.......................................................... 20
Small Cap Growth Fund......................................................................... 22
Strategic Bond Fund........................................................................... 24
Total Return Fund............................................................................. 27
U.S. Government Income Fund................................................................... 30
More on the funds' investments..................................................................... 32
Management......................................................................................... 37
Choosing a share class to buy...................................................................... 42
Buying shares and exchanging shares................................................................ 48
Redeeming shares................................................................................... 50
Other things to know about share transactions...................................................... 52
Dividends, distributions and taxes................................................................. 54
Financial highlights............................................................................... 55
</TABLE>
- --------------------------------------------------------------------------------
THINGS YOU SHOULD KNOW BEFORE INVESTING
ABOUT THE FUNDS
<TABLE>
<CAPTION>
Equity Funds Fixed Income Funds Money Market Funds
<S> <C> <C>
Asia Growth Fund High Yield Bond Fund Cash Management Fund
Small Cap Growth Fund Strategic Bond Fund New York Municipal Money
Capital Fund National Intermediate Market Fund
International Equity Fund Municipal Fund
Large Cap Growth Fund U.S. Government Income Fund
Investors Fund
Total Return Fund
</TABLE>
ABOUT MUTUAL FUND RISKS
An investment in any of the funds is not a bank deposit and is not insured or
guaranteed by the FDIC or any other government agency.
Salomon Brothers Investment Series - 3
<PAGE>
- --------------------------------------------------------------------------------
ASIA GROWTH FUND
<TABLE>
<S> <C>
INVESTMENT The fund seeks long-term capital appreciation.
OBJECTIVE
- ---------------------------------------------------------------------------------------------------------------------
KEY INVESTMENTS The fund invests primarily in equity and equity-related securities of 'Asian companies'. The
fund considers Asian companies to include companies that are organized under the laws of any
country in the Asian region other than Japan, Australia and New Zealand. The fund also
considers companies to be 'Asian companies' if Salomon Brothers Assets Management Asia
Pacific Limited, the fund's subadviser, determines that they: (i) derive at least 50% of
their revenues from goods produced or sold, investments made, or services performed in or
with one or more of the Asian countries; (ii) maintain at least 50% of their assets in one
or more of the Asian countries; or (iii) have securities which are traded principally on the
stock exchange in an Asian country. The fund is not limited in its allocation of assets
among Asian countries. More than 25% of the fund's assets may be invested in each of Hong
Kong, Malaysia, Singapore and Thailand and their currencies.
- ---------------------------------------------------------------------------------------------------------------------
HOW THE In selecting portfolio securities, the subadviser seeks to identify specific industries and
SUBADVISER companies which offer the best relative potential for long-term capital appreciation across
SELECTS THE Asian markets. Individual country weights compared to the benchmark (the Morgan Stanley
FUND'S Capital International All Country Asia Free Ex-Japan Index) are managed tactically using
INVESTMENTS fundamental and quantitative analysis. In seeking to identify individual companies within
Asian industries, the subadviser tends to focus on companies that have the greatest growth
potential and have strong cash flows.
In evaluating specific industries and country weighting, the subadviser considers macro
economic factors such as government policies, market liquidity, industry competitiveness and
business trends in an effort to identify an optimal allocation of assets among sectors and
countries. The subadviser then employs a combination of quantitative and traditional
fundamental analysis to identify individual companies within these industries which exhibit
strong returns on equity, positive cash flows and favorable price-earnings ratios.
- ---------------------------------------------------------------------------------------------------------------------
PRINCIPAL RISKS
OF INVESTING IN
THE FUND
Investments in Asian
companies involve a
substantial risk of
loss.
The fund is not
diversified, which
means that it can
invest a higher
percentage of its
assets in any one
issuer than a
diversified fund.
Being non-diversified
may magnify the fund's
losses from events
affecting a particular
issuer.
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.
The Asian securities markets decline.
Economic, political or social instabilities significantly disrupt the principal financial
markets in the Asian Region.
Factors creating volatility in one Asian country or emerging market negatively impact
securities values or trading in countries in the region.
The U.S. dollar appreciates against the Asian currencies.
One or more governments in the region imposes restrictions on currency conversion or
trading.
Asian economies grow at a slower rate than expected or experience a downturn or recession.
In changing markets the fund may not be able to sell securities in desired amounts or at
prices it considers reasonable.
The manager's judgment about the attractiveness, relative value or potential appreciation
of a particular sector or stock proves to be incorrect.
</TABLE>
Salomon Brothers Investment Series - 4
<PAGE>
<TABLE>
<S> <C> <C>
Past performance does not
necessarily indicate how the fund
will perform in the future.
QUARTERLY RETURNS: Highest:
26.21% in 4th quarter 1998;
Lowest: -28.96% in 2nd quarter 1998
TOTAL RETURN
The bar chart shows the
[GRAPH] performance of the
fund's Class A shares
for each of the
calendar years
indicated. Class B, 2
and O shares would have
different performance
because of their
different expenses. The
performance information
in the chart does not
reflect sales charges,
which would reduce your
return.
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
THIS TABLE ASSUMES REDEMPTION OF SHARES AT THE END OF THE PERIOD, AND THE REINVESTMENT OF
DISTRIBUTIONS AND DIVIDENDS.
- -------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (CALENDAR YEARS ENDED DECEMBER 31, 1998)
<S> <C> <C> <C> <C>
Class Inception Date 1 Year Since Inception
- -------------------------------------------------------------------------------------------------------------------
Class A 5/6/96 - 18.14% - 15.38%
Class B 5/6/96 - 18.02% - 15.02%
Class 2* 5/6/96 - 15.48% - 14.37%
Class O 5/6/96 - 12.80% - 13.23%
MSCI Index n/a - 7.79% - 21.31% COMPARATIVE
PERFORMANCE
The table indicates the
risk of investing in
the fund by comparing
the average annual
total return of the
fund for the periods
shown to that of the
Morgan Stanley Capital
International All
Country Asia Free Ex-
Japan Index.
*formerly Class C
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR
INVESTMENT) CLASS A CLASS B CLASS 2 CLASS O FEES AND EXPENSES
Maximum sales charge on purchases 5.75%* None 1.00% None
Maximum deferred sales charge on redemptions None 5.00% 1.00% None
- -------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (PAID BY THE FUND AS
A % OF NET ASSETS)
<S> <C> <C> <C> <C> <C>
Management fees 0.80% 0.80% 0.80% 0.80%
Distribution and service (12b-1) fee 0.25% 1.00% 1.00% None
Other expenses 2.74% 2.75% 2.75% 2.75%
Total annual fund operating expenses 3.79% 4.55% 4.55% 3.55%
*If you buy Class A Shares in amounts of $50,000 or more the sales charge is lower.
This table sets forth
the fees and expenses
you will pay if you
invest in shares of the
fund. Because the
manager agreed to waive
its management fee and
reimbursed certain
expenses for the fiscal
year ended December 31,
1998, the actual total
operating expenses for
each class were:
Class A: 1.24%
Class B: 1.99%
Class 2: 1.99%
Class O: 0.99%
The manager may
discontinue this waiver
at any time.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
NUMBER OF YEARS YOU OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Your costs would be
<S> <C> <C> <C> <C> <C>
Class A $ 934 $1,666 $2,416 $4,371
Class B (redemption at end of period) 956 1,674 2,501 4,446
Class B (no redemption) 456 1,374 2,301 4,446
Class 2 (redemption at end of period) 651 1,460 2,378 4,707
Class 2 (no redemption) 551 1,460 2,378 4,707
Class O 358 1,088 1,840 3,818
The example assumes: You invest $10,000 for the period shown
You reinvest all distributions and dividends without a sales charge
The fund's operating expenses remain the same
Your investment has a 5% return each year
Redemption of your shares at the end of the period
This example helps you
compare the cost of
investing in the fund
with other mutual
funds. Your actual cost
may be higher or lower.
</TABLE>
Salomon Brothers Investment Series - 5
<PAGE>
- --------------------------------------------------------------------------------
CAPITAL FUND
<TABLE>
<S> <C>
INVESTMENT The fund seeks capital appreciation through investment in securities which the manager
OBJECTIVE believes have above-average capital appreciation potential.
- ---------------------------------------------------------------------------------------------------------------------
KEY INVESTMENTS The fund invests primarily in equity securities of U.S. companies. These companies may range
in size from established large capitalization companies (over $5 billion in market
capitalization) to small capitalization companies (less than $1 billion in market
capitalization) at the beginning of their life cycles.
- ---------------------------------------------------------------------------------------------------------------------
HOW THE The manager emphasizes individual security selection while diversifying the fund's
MANAGER investments across industries, which may help to reduce risk. The manager seeks to identify
SELECTS THE those companies which offer the greatest potential for capital appreciation through careful
FUND'S fundamental analysis of each company and its financial characteristics. The manager
INVESTMENTS evaluates companies of all sizes.
In selecting individual companies for investment, the manager looks for the following:
Share prices which appear to undervalue the company's assets or do not adequately reflect
factors such as favorable industry trends, lack of investor recognition or the short-term
nature of earnings declines.
Special situations such as existing or possible changes in management, corporate policies,
capitalization or regulatory environment which may boost earnings or the market price of
the company's shares.
Growth potential due to technological advances, new products or services, new methods of
marketing or production, changes in demand or other significant new developments which may
enhance future earnings.
- ---------------------------------------------------------------------------------------------------------------------
PRINCIPAL RISKS Equity investments may involve added risks. Investors could lose money on their investment
OF INVESTING IN in the fund, or the fund may not perform as well as other investments, if any of the
THE FUND following occurs:
The U.S. stock market declines.
An adverse event, such as negative press reports about a company in the fund's portfolio,
depresses the value of the company's stock.
The manager's judgment about the attractiveness, relative value or potential appreciation
of a particular sector or stock proves to be incorrect.
Greater volatility of share price because of the fund's ability to invest in small cap
companies. Investing in small capitalization companies involves a substantial risk of
loss. Compared to large cap companies, small cap companies and the market for their equity
securities are more likely to:
be more sensitive to changes in earnings results and investor expectations.
have more limited product lines, capital resources and management depth.
experience sharper swings in market values.
be harder to sell at the times and prices the manager believes appropriate.
offer greater potential for gain and loss.
The fund is not diversified, which means that it can invest a higher percentage of its
assets in any one issuer than a diversified fund. Being non-diversified may magnify the
fund's losses from events affecting a particular issuer.
</TABLE>
Salomon Brothers Investment Series - 6
<PAGE>
<TABLE>
<S> <C> <C>
Past performance does not
necessarily indicate how the fund
will perform in the future.
QUARTERLY RETURNS: Highest:
22.50% in 4th quarter 1998;
Lowest: - 16.17% in 3rd quarter
1990
TOTAL RETURN
The bar chart shows the
performance of the
fund's Class O shares
[GRAPH] for each of the past 10
calendar years. Class
A, B and 2 shares would
have different
performance because of
their different
expenses. The
performance information
in the chart does not
reflect sales charges,
which would reduce your
return.
</TABLE>
<TABLE>
- --------------------------------------------------------------------------------------------------------------------
THIS TABLE ASSUMES REDEMPTION OF SHARES AT THE END OF THE PERIOD, AND THE REINVESTMENT OF COMPARATIVE
DISTRIBUTIONS AND DIVIDENDS. PERFORMANCE
- --------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (CALENDAR YEARS ENDED DECEMBER 31, 1998)
<S> <C> <C> <C> <C> <C> <C>
Inception Since
Class Date 1 Year 5 Years 10 Years Inception
- --------------------------------------------------------------------------------------------------------------------
Class A 11/1/96 16.57% n/a n/a 23.74%
Class B 11/1/96 17.59% n/a n/a 25.16%
Class 2* 11/1/96 20.38% n/a n/a 25.66%
Class O n/a 23.83% 19.37% 17.56% n/a
Russell 3000 Index n/a 24.14% 22.26% 18.48% n/a
*formerly Class C
The table indicates the
risk of investing in
the fund by comparing
the average annual
total return of the
fund for the periods
shown to that of the
Russell 3000 Index.
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR
INVESTMENT) CLASS A CLASS B CLASS 2 CLASS O
Maximum sales charge on purchases 5.75%* None 1.00% None
<S> <C> <C> <C> <C> <C>
Maximum deferred sales charge on redemptions None 5.00% 1.00% None
- --------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (PAID BY THE FUND AS
A % OF NET ASSETS)
<S> <C> <C> <C> <C> <C>
Management fees 0.90% 0.90% 0.90% 0.90%
- --------------------------------------------------------------------------------------------------------------------
Distribution and service (12b-1) fee 0.25% 1.00% 1.00% None
Other expenses 0.19% 0.19% 0.19% 0.18%
- --------------------------------------------------------------------------------------------------------------------
Total annual fund operating expenses 1.34% 2.09% 2.09% 1.08%
*If you buy Class A Shares in amounts of $50,000 or more the sales charge is lower.
FEES AND EXPENSES
This table sets forth
the fees and expenses
you will pay if you
invest in shares of the
fund.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NUMBER OF YEARS YOU OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Your costs would be
Class A $104 $ 975 $1,267 $ 2,095
Class B (redemption at end of period) 712 955 1,324 2,145
Class B (no redemption) 212 655 1,124 2,145
Class 2 (redemption at end of period) 410 748 1,212 2,497
Class 2 (no redemption) 310 748 1,212 2,497
Class O 110 343 595 1,317
This example helps you
compare the cost of
investing in the fund
with other mutual
funds. Your actual cost
may be higher or lower.
The example assumes: You invest $10,000 for the period shown
You reinvest all distributions and dividends without a sales charge
The fund's operating expenses remain the same
Your investment has a 5% return each year
Redemption of your shares at the end of the period
</TABLE>
Salomon Brothers Investment Series - 7
<PAGE>
- --------------------------------------------------------------------------------
CASH MANAGEMENT FUND
<TABLE>
<S> <C>
INVESTMENT The fund seeks as high a level of current income as is consistent with liquidity and
OBJECTIVE stability of principal.
- ---------------------------------------------------------------------------------------------------------------------
KEY The fund invests in high quality, U.S. dollar denominated short-term debt securities. The
INVESTMENTS fund may invest in all types of money market instruments including U.S. government
securities, short-term debt securities, commercial paper, variable rate demand notes,
obligations, mortgage-backed and asset-backed securities and repurchase agreements. While
the fund invests primarily in securities of U.S. issuers, the fund may also invest in U.S.
dollar denominated obligations of foreign governmental and corporate issuers. The debt
instruments in which the fund invests may have fixed or variable rates of interest. The fund
normally maintains at least 25% of its assets in bank obligations.
MINIMUM CREDIT QUALITY: The fund invests primarily in securities rated in the highest short
term rating category, or if unrated, of equivalent quality.
MAXIMUM MATURITY: The fund invests in securities having, or are deemed to have, remaining
maturities of 397 days or less. The fund maintains a dollar-weighted average portfolio
maturity of 90 days or less.
- ---------------------------------------------------------------------------------------------------------------------
HOW THE In selecting investments for the funds, the manager looks for:
MANAGER Eligible issuers with the most desirable credit quality
SELECTS THE The best relative values based on an analysis of yield, price, interest rate sensitivity
FUND'S and credit quality
INVESTMENTS Maturities consistent with the manager's outlook for interest rates
- ---------------------------------------------------------------------------------------------------------------------
PRINCIPAL RISKS
OF INVESTING IN
THE FUND
There is no
assurance that
the Cash
Management
Fund will be able
to maintain a
stable net asset
value of $1.00
per share.
</TABLE>
<TABLE>
<S> <C>
Although the fund seeks to preserve the value of an investment at $1 per share, it is
possible to lose money by investing in the fund, or the fund could underperform other short
term debt instruments or money market funds if any of the following occurs:
Interest rates rise sharply.
An issuer or guarantor of the fund's securities defaults, or has its credit rating
downgraded.
The manager's judgment about the relative value or credit quality of a particular security
proves to be incorrect.
The value of the fund's foreign securities go down because of unfavorable government
actions or political instability.
Over time, a money market fund is likely to underperform other fixed income or equity
investment options.
</TABLE>
Salomon Brothers Investment Series - 8
<PAGE>
<TABLE>
<S> <C> <C>
Past performance does not
necessarily indicate how the fund
will perform in the future.
QUARTERLY RETURNS: Highest:
1.62% in 1st quarter 1991;
Lowest: 0.66% in 4th quarter 1993
TOTAL RETURN
The bar chart shows the
performance of the
[GRAPH] fund's Class O shares
for each of the
calendar years
indicated. Class A, B
and 2 shares would have
different performance
because of their
different expenses. The
performance information
in the chart does not
reflect sales charges,
which would reduce your
return.
</TABLE>
<TABLE>
- --------------------------------------------------------------------------------------------------------------------
THIS TABLE ASSUMES REDEMPTION OF SHARES AT THE END OF THE PERIOD, AND THE REINVESTMENT OF
DISTRIBUTIONS AND DIVIDENDS.
- --------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (CALENDAR YEARS ENDED DECEMBER 31, 1998)
<S> <C> <C> <C> <C> <C>
Class Inception Date 1 Year 5 Years Since
Inception
- --------------------------------------------------------------------------------------------------------------------
Class A 1/3/95 5.2% n/a 5.11%
Class B 1/3/95 5.2% n/a 5.09%
Class 2* 1/3/95 5.2% n/a 5.08%
Class O 10/2/90 5.2% 4.98% 4.68%
The fund's 7-day yield as of December 31, 1998 was 4.82%.
COMPARATIVE
PERFORMANCE
The table indicates the
average annual total
return of the fund for
the periods shown.
*formerly Class C
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR
INVESTMENT) CLASS A CLASS B CLASS 2 CLASS O FEES AND EXPENSES
<S> <C> <C> <C> <C> <C>
Maximum sales charge on purchases None None None None
Maximum deferred sales charge on redemptions None None None None
- --------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (PAID BY THE FUND AS
A % OF NET ASSETS)
Management fees 0.20% 0.20% 0.20% 0.20%
Distribution and service (12b-1) fee None None None None
Other expenses 0.47% 0.47% 0.47% 0.47%
Total annual fund operating expenses 0.67% 0.67% 0.67% 0.67%
This table sets forth
the fees and expenses
you will pay if you
invest in shares of the
fund. Because the
manager agreed to waive
a portion of its
management fee for the
fiscal year ended
December 31, 1998, the
actual total operating
expenses for each class
were:
Class A: 0.55%
Class B: 0.55%
Class 2: 0.55%
Class O: 0.55%
The manager may
discontinue this waiver
at any time.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NUMBER OF YEARS YOU OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Your costs would be
Class A $ 68 $ 214 $ 373 $ 835
Class B 68 214 373 835
Class 2 68 214 373 835
Class O 68 214 373 835
The example assumes: You invest $10,000 for the period shown
You reinvest all distributions and dividends without a sales charge
The fund's operating expenses remain the same
Your investment has a 5% return each year
Redemption of your shares at the end of the period
This example helps you
compare the cost of
investing in the fund
with other mutual
funds. Your actual cost
may be higher or lower.
</TABLE>
Salomon Brothers Investment Series - 9
<PAGE>
- --------------------------------------------------------------------------------
HIGH YIELD BOND FUND
<TABLE>
<S> <C>
INVESTMENT The fund seeks to maximize current income. As a secondary objective, the fund seeks capital
OBJECTIVE appreciation.
- ---------------------------------------------------------------------------------------------------------------------
KEY INVESTMENTS The fund invests primarily in high yield fixed income securities issued by U.S. and foreign
governments, their agencies and instrumentalities, supranational entities, and U.S. and
foreign corporations. The fund may invest up to 35% of its assets in securities of foreign
issuers, including issuers in emerging markets.
CREDIT QUALITY: The fund invests primarily in fixed income securities rated below investment
grade by a recognized rating agency or, if unrated, of equivalent quality as determined by
the manager. Below investment grade securities are commonly referred to as 'junk bonds.'
MATURITY: The fund normally maintains an average portfolio maturity of between 6 and 12
years. However, the fund may invest in individual securities of any maturity.
- ---------------------------------------------------------------------------------------------------------------------
HOW THE Individual security selection is driven by the manager's economic view, industry outlook and
MANAGER rigorous credit analysis. The manager then selects those individual securities that appear
SELECTS THE to be most undervalued and to offer the highest potential returns relative to the amount of
FUND'S credit, interest rate, liquidity and other risk presented by these securities. The manager
INVESTMENTS allocates the fund's investments across a broad range of issuers and industries, which can
help to reduce risk.
In evaluating the issuer's creditworthiness, the manager employs fundamental analysis and
considers the following factors:
The strength of the issuer's financial resources.
The issuer's sensitivity to economic conditions and trends.
The issuer's operating history.
Experience and track record of issuer's management.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
PRINCIPAL
RISKS OF
INVESTING IN
THE FUND
Investments in
high yield
securities
involves a
substantial risk
of loss.
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:
The issuer of a security owned by the fund defaults on its obligation to pay principal
and/or interest or has its credit rating downgraded.
Interest rates increase, causing the prices of fixed income securities to decline and
reducing the value of the fund's portfolio.
The manager's judgment about the attractiveness, value or credit quality of a particular
security proves to be incorrect.
High yield securities are considered speculative and, compared to investment grade
securities, tend to have more volatile prices and are more susceptible to the following
risks:
Increased price sensitivity to changing interest rates and to adverse economic and
business developments
Greater risk of loss due to default or declining credit quality
Greater likelihood that adverse economic or company specific events will make the
issuer unable to make interest and/or principal payments
Negative market sentiment towards high yield securities depresses the price and
liquidity of high yield securities
</TABLE>
Salomon Brothers Investment Series - 10
<PAGE>
<TABLE>
<S> <C> <C>
Past performance does not
necessarily indicate how the fund
will perform in the future.
QUARTERLY RETURNS: Highest:
8.38% in 2nd quarter 1995;
Lowest: -13.26% in 3rd quarter 1998
TOTAL RETURN
The bar chart shows the
[GRAPH] performance of the
fund's Class A shares
for each of the
calendar years
indicated. Class B, 2
and O shares would have
different performance
because of their
different expenses. The
performance information
in the chart does not
reflect sales charges,
which would reduce your
return.
</TABLE>
<TABLE>
- -------------------------------------------------------------------------------------------------------------------
THIS TABLE ASSUMES REDEMPTION OF SHARES AT THE END OF THE PERIOD, AND THE REINVESTMENT OF
DISTRIBUTIONS AND DIVIDENDS.
- --------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (CALENDAR YEARS ENDED DECEMBER 31, 1998)
<S> <C> <C> <C> <C>
Class Inception Date 1 Year Since Inception
- --------------------------------------------------------------------------------------------------------------------
Class A 2/22/95 -11.50% 9.55%
Class B 2/22/95 -11.97% 9.54%
Class 2* 2/22/95 -9.54% 9.82%
Class O 2/22/95 -6.90% 11.16%
SSB Index n/a 3.60% 10.97%
COMPARATIVE
PERFORMANCE
The table indicates the
risk of investing in
the fund by comparing
the average annual
total return of the
fund for the periods
shown to that of the
Salomon Smith Barney
High-Yield Market
Index.
*formerly Class C
</TABLE>
<TABLE>
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR
investment) CLASS A CLASS B CLASS 2 CLASS O
Maximum sales charge on purchases 4.75 %* None 1.00 % None
Maximum deferred sales charge on redemptions None 5.00 % 1.00 % None
- --------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (PAID BY THE FUND
AS A % OF NET ASSETS)
<S> <C> <C> <C> <C> <C>
Management fees 0.75 % 0.75 % 0.75 % 0.75 %
- --------------------------------------------------------------------------------------------------------------------
Distribution and service (12b-1) 0.25 % 1.00 % 1.00 % None
fee
Other expenses 0.32 % 0.32 % 0.32 % 0.34 %
Total annual fund operating 1.32 % 2.07 % 2.07 % 1.09 %
expenses
*If you buy Class A Shares in amounts of $50,000 or more the sales charge is lower.
FEES AND EXPENSES
This table sets forth
the fees and expenses
you will pay if you
invest in shares of the
fund. Because the
manager agreed to waive
a portion of its
management fee for the
fiscal year ended
December 31, 1998, the
actual total operating
expenses for each class
were:
Class A: 1.24%
Class B: 1.99%
Class 2: 1.99%
Class O: 1.01%
The manager may
discontinue this waiver
at any time.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
NUMBER OF YEARS YOU OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Your costs would be
Class A $ 603 $ 873 $1,164 $ 1,990
Class B (redemption at end of period) 710 949 1,314 2,129
Class B (no redemption) 210 649 1,114 2,129
Class 2 (redemption at end of period) 408 742 1,202 2,476
Class 2 (no redemption) 308 742 1,202 2,476
Class O 111 347 601 1,329
The example assumes: You invest $10,000 for the period shown
You reinvest all distributions and dividends without a sales charge
The fund's operating expenses remain the same
Your investment has a 5% return each year
Redemption of your shares at the end of the period.
This example helps you
compare the cost of
investing in the fund
with other mutual
funds. Your actual cost
may be higher or lower.
</TABLE>
Salomon Brothers Investment Series - 11
<PAGE>
- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY FUND
<TABLE>
<S> <C>
INVESTMENT The fund seeks long-term capital growth.
OBJECTIVE
- ---------------------------------------------------------------------------------------------------------------------
KEY INVESTMENTS The fund invests primarily in equity and equity-related securities of non-U.S. issuers,
including issuers in developing countries, with an emphasis on established companies with
medium to large market capitalizations ($750 million or more) and seasoned management teams.
Equity and equity related securities include common stock, securities convertible into
common stock, and trust or limited partnership interests, and include securities purchased
directly or in the form of sponsored American Depository Receipts, European Depository
Receipts or other similar securities representing common stock on non-U.S. issuers.
- ---------------------------------------------------------------------------------------------------------------------
HOW THE In selecting portfolio securities, Citibank, N.A., the fund's subadviser, employs a
SUBADVISER disciplined investment process that emphasizes individual security selection. The investment
SELECTS THE focus is on companies that participate in growth industries and can deliver sustainable,
FUND'S above average growth in earnings per share over a two to three year horizon. Final security
INVESTMENTS selection is a function of detailed industry and company specific analysis and ongoing
interviews with the company's senior management. A strict valuation discipline is employed
to insure that the fund does not overpay for earnings growth. The fund closely monitors the
investment on an ongoing basis for possible changes in company or industry fundamentals.
Turnover is typically low, and the average holding period for a fund investment is currently
three years. The subadviser manages the fund's portfolio compared to its benchmark, the MSCI
EAFE'r' Index, which is not hedged, and therefore, typically does not hedge portfolio
securities or currencies. The subadviser may, however, engage in hedging strategies when it
believes it is desirable to do so. The fund seeks to reduce overall portfolio risk by
investing in a wide range of countries.
- ---------------------------------------------------------------------------------------------------------------------
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.
Foreign securities markets decline.
The U.S. dollar appreciates against foreign currencies.
One or more foreign governments impose restrictions on currency conversion or trading.
Non-U.S. economies grow at a slower rate than expected or experience a downturn or
recession.
The manager's judgment about the attractiveness, relative value or potential appreciation
of a particular sector or stock proves to be incorrect.
Investing in non-U.S. issuers may involve unique risks compared to investing in the
securities of U.S. issuers. These risks are more pronounced to the extent the fund invests
in issuers in countries with emerging markets or if the fund invests significantly in one
country. These risks may include:
Less information about non-U.S. issuers or markets may be available due to less rigorous
disclosure and accounting standards or regulatory practices
Many non-U.S. markets are smaller, less liquid and more volatile than U.S. markets. In a
changing market, the manager may not be able to sell the fund's portfolio securities in
amounts and at prices the manager considers reasonable
Economic, political and social developments significantly disrupt the financial markets or
interfere with the Fund's ability to enforce its rights against foreign government issuers.
Growth securities typically are sensitive to market movements because their market prices
tend to reflect future expectations. When it appears those expectations will not be met, the
prices of growth securities typically fall.
</TABLE>
Salomon Brothers Investment Series - 12
<PAGE>
Because the fund has not yet commenced operations, the fund cannot depict its
performance in the graphic and table form.
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
performance does not necessarily indicate how the fund will perform in the
future.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR
INVESTMENT) CLASS A CLASS B CLASS 2 CLASS O
<S> <C> <C> <C> <C> <C>
Maximum sales charge on purchases 5.75%* None 1.00% None
Maximum deferred sales charge on redemptions None 5.00% 1.00% None
- --------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (PAID BY THE FUND AS
A % OF NET ASSETS)
Management fees 0.90% 0.90% 0.90% 0.90%
Distribution and service (12b-1) fee 0.25% 1.00% 1.00% None
Other expenses % % % %
Total annual fund operating % % % %
expenses**
*If you buy Class A Shares in amounts of $50,000 or more the sales charge is lower.
**Based on estimated amounts for the fiscal year ending December 31, 1999.
FEES AND EXPENSES
This table sets forth
the fees and expenses
you will pay if you
invest in shares of the
fund.
The manager has agreed
to waive its management
fee and reimburse
certain expenses for
the fiscal year ending
December 31, 1999, to
the extent necessary to
ensure that the actual
total operating
expenses for each class
are:
Class A: 1.75%
Class B: 2.50%
Class 2: 2.50%
Class O: 1.50%
The manager may
discontinue this waiver
at any time.
---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
NUMBER OF YEARS YOU OWN YOUR SHARES 1 YEAR 3 YEARS
Your costs would be
<S> <C> <C> <C> <C> <C>
Class A $ $
Class B (redemption at end of period)
Class B (no redemption)
Class 2 (redemption at end of period)
Class 2 (no redemption)
Class O
The example assumes: You invest $10,000 for the period shown
You reinvest all distributions and dividends without a sales charge
The fund's operating expenses remain the same
Your investment has a 5% return each year
Redemption of your shares at the end of the period
This example helps you
compare the cost of
investing in the fund
with other mutual
funds. Your actual cost
may be higher or lower.
</TABLE>
Salomon Brothers Investment Series - 13
<PAGE>
- --------------------------------------------------------------------------------
INVESTORS FUND
<TABLE>
<S> <C>
INVESTMENT The primary investment objective of the fund is to seek long-term growth of capital. Current
OBJECTIVE income is a secondary objective.
- ---------------------------------------------------------------------------------------------------------------------
KEY The fund invests primarily in common stocks of established U.S. companies. The fund may also
INVESTMENTS invest in other equity securities. To a lesser degree, the fund invests in income producing
securities such as debt securities.
- ---------------------------------------------------------------------------------------------------------------------
HOW THE The manager emphasizes individual security selection while diversifying the fund's
MANAGER investments across industries, which may help to reduce risk. The manager focuses on
SELECTS THE established large capitalization companies (over $5 billion in market capitalization),
FUND'S seeking to identify those companies with solid growth potential at reasonable values. The
INVESTMENTS manager employs fundamental analysis to analyze each company in detail, ranking its
management, strategy and competitive market position.
In selecting individual companies for investment, the manager looks for:
Long-term history of performance
Competitive market position
Competitive products and services
Strong cash flow
High return on equity
Strong financial condition
Experienced and effective management
Global scope
- ---------------------------------------------------------------------------------------------------------------------
PRINCIPAL Equity investments may involve added risks. Investors could lose money on their investment
RISKS OF in the fund, or the fund may not perform as well as other investments, if any of the
INVESTING IN following occurs:
THE FUND
U.S. stock markets decline.
An adverse event, such as an unfavorable earnings report, negatively affects the stock
price of a company in which the fund invests.
Large capitalization stocks fall out of favor with investors.
The manager's judgment about the attractiveness, growth prospects or potential
appreciation of a particular sector or stock proves to be incorrect.
</TABLE>
Salomon Brothers Investment Series - 14
<PAGE>
<TABLE>
<S> <C> <C>
Past performance does not
necessarily indicate how the fund
will perform in the future.
QUARTERLY RETURNS: Highest:
17.44% in 4th quarter 1998;
Lowest: -14.05% in 3rd quarter 1990
TOTAL RETURN
The bar chart shows the
[GRAPH] performance of the
fund's Class O shares
for each of the past 10
years. Class A, B and 2
shares would have
different performance
because of their
different expenses. The
performance information
in the chart does not
reflect sales charges,
which would reduce your
return.
</TABLE>
<TABLE>
- ----------------------------------------------------------------------------------------------------------------
THIS TABLE ASSUMES REDEMPTION OF SHARES AT THE END OF THE PERIOD, AND THE REINVESTMENT
OF DISTRIBUTIONS AND DIVIDENDS.
- --------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (CALENDAR YEARS ENDED DECEMBER 31, 1998)
<S> <C> <C> <C> <C> <C> <C>
Inception Since
Class Date 1 Year 5 Years 10 Years Inception
- --------------------------------------------------------------------------------------------------------------------
Class A 1/3/95 8.54% n/a n/a 24.67%
Class B 1/3/95 9.25% n/a n/a 25.21%
Class 2* 1/3/95 12.16% n/a n/a 25.27%
Class O n/a 15.44% 20.57% 16.60% n/a
S&P 500 Index n/a 28.60% 24.05% 19.19% n/a
COMPARATIVE
PERFORMANCE
The table indicates the
risk of investing in
the fund by comparing
the average annual
total return of the
fund for the periods
shown to that of the
Standard & Poor's 500
Stock Index.
*formerly Class C
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR
INVESTMENT) CLASS A CLASS B CLASS 2 CLASS O FEES AND EXPENSES
<S> <C> <C> <C> <C> <C>
Maximum sales charge on purchases 5.75%* None 1.00% None
Maximum deferred sales charge on redemptions None 5.00% 1.00% None
- --------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (PAID BY THE FUND AS
A % OF NET ASSETS)
<S> <C> <C> <C> <C> <C>
Management fees 0.52% 0.52% 0.52% 0.52%
Distribution and service (12b-1) fee 0.25% 1.00% 1.00% None
Other expenses 0.11% 0.11% 0.11% 0.11%
Total annual fund operating expenses 0.88% 1.63% 1.63% 0.63%
*If you buy Class A Shares in amounts of $50,000 or more the sales charge is lower.
This table sets forth
the fees and expenses
you will pay if you
invest in shares of the
fund.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NUMBER OF YEARS YOU OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Your costs would be
Class A $ 660 $ 840 $1,035 $ 1,597
Class B (redemption at end of period) 666 814 1,087 1,643
Class B (no redemption) 166 514 887 1,643
Class 2 (redemption at end of period) 364 609 978 2,013
Class 2 (no redemption) 264 609 978 2,013
Class O 64 202 351 786
The example assumes: You invest $10,000 for the period shown
You reinvest all distributions and dividends without a sales charge
The fund's operating expenses remain the same
Your investment has a 5% return each year
Redemption of your shares at the end of the period
This example helps you
compare the cost of
investing in the Fund
with other mutual
funds. Your actual cost
may be higher or lower.
</TABLE>
Salomon Brothers Investment Series - 15
<PAGE>
- --------------------------------------------------------------------------------
LARGE CAP GROWTH FUND
<TABLE>
<S> <C>
INVESTMENT The fund seeks long-term growth of capital.
OBJECTIVE
- ---------------------------------------------------------------------------------------------------------------------
KEY The fund invests primarily in equity securities of U.S. large cap issuers that, at the time
INVESTMENTS of purchase, have market capitalizations within the top 1,000 stocks of the equity market.
At December 31, 1998, issuers within the top 1,000 stocks had market capitalizations of at
least $1.9 billion.
The fund's equity securities consist primarily of common stocks. The fund may also invest in
preferred stocks, warrants and securities convertible into common stocks. The fund may also
invest in debt securities and up to 25% of its assets in securities of foreign issuers.
- ---------------------------------------------------------------------------------------------------------------------
HOW THE The subadviser, Citibank, N.A., creates a diversified portfolio of well established large
MANAGER capitalization companies with a proven track record of consistent, above average earnings
SELECTS THE and revenue growth, solid prospects for continued superior growth, and an effective
FUND'S management team committed to these goals.
INVESTMENTS
The subadviser incorporates quantitative analysis, multi-factor screens and models, as well
as fundamental stock research to identify high quality, large companies that exhibit the
potential for sustainable growth. In selecting individual companies for investment, the
subadviser screens companies on the following factors:
Earnings per share growth
Earnings per share growth consistency
Sales growth
Return on shareholder equity and
Strength of balance sheet
- ---------------------------------------------------------------------------------------------------------------------
PRINCIPAL Equity investments may involve added risks. Investors could lose money on their investment
RISKS OF in the fund, or the fund may not perform as well as other investments, if any of the
INVESTING IN following occurs:
THE FUND
U.S. stock markets decline.
An adverse event, such as an unfavorable earnings report, negatively affects the stock
price of a company in which the fund invests.
Large capitalization stocks fall out of favor with investors.
The manager's judgment about the attractiveness, growth prospects or potential
appreciation of a particular sector or stock proves to be incorrect.
Growth securities typically are sensitive to market movements because their market prices
tend to reflect future expectations. When it appears those expectations will not be met, the
prices of growth securities typically fall.
</TABLE>
Salomon Brothers Investment Series - 16
<PAGE>
Because the fund has not yet commenced operations, the fund cannot depict its
performance in the graphic and table form.
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
performance does not necessarily indicate how the fund will perform in the
future.
<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR
INVESTMENT) CLASS A CLASS B CLASS 2 CLASS O
<S> <C> <C> <C> <C> <C>
Maximum sales charge on purchases 5.75%* None 1.00% None
Maximum deferred sales charge on redemptions None 5.00% 1.00% None
- --------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (PAID BY THE FUND AS
A % OF NET ASSETS)
Management fees 0.75% 0.75% 0.75% 0.75%
Distribution and service (12b-1) fee 0.25% 1.00% 1.00% None
Other expenses % % % %
Total annual fund operating % % % %
expenses**
*If you buy Class A Shares in amounts of $50,000 or more the sales charge is lower.
**Based on estimated amounts for the fiscal year ending December 31, 1999.
FEES AND EXPENSES
This table sets forth
the fees and expenses
you will pay if you
invest in shares of the
fund.
The manager has agreed
to waive its management
fee and reimburse
expenses for the fiscal
year ending December
31, 1999 to the extent
necessary to ensure
that the actual total
operating expenses for
each class are:
Class A: 1.45%
Class B: 2.20%
Class 2: 2.20%
Class O: 1.20%
The manager may
discontinue this waiver
at any time.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NUMBER OF YEARS YOU OWN YOUR SHARES 1 YEAR 3 YEARS
Your costs would be
Class A $ $
Class B (redemption at end of period)
Class B (no redemption)
Class 2 (redemption at end of period)
Class 2 (no redemption)
Class O
The example assumes: You invest $10,000 for the period shown
You reinvest all distributions and dividends without a sales charge
The fund's operating expenses remain the same
Your investment has a 5% return each year
Redemption of your shares at the end of the period
This example helps you
compare the cost of
investing in the fund
with other mutual
funds. Your actual cost
may be higher or lower.
</TABLE>
Salomon Brothers Investment Series - 17
<PAGE>
- --------------------------------------------------------------------------------
NATIONAL INTERMEDIATE MUNICIPAL FUND
<TABLE>
<S> <C>
INVESTMENT The fund seeks a high level of income which is exempt from regular federal income taxes.
OBJECTIVE
- ---------------------------------------------------------------------------------------------------------------------
KEY INVESTMENTS The fund invests primarily in 'municipal securities,' which are debt obligations issued by
any state and its political subdivisions, agencies and public authorities (together with
certain other governmental issuers such as Puerto Rico, the Virgin Islands and Guam). The
interest on these bonds is exempt from regular federal income tax. As a result, the interest
rate on these bonds normally is lower than it would be if the bonds were subject to federal
taxation. The fund may invest more than 25% of its assets in obligations whose payments are
from revenues of similar projects (such as utilities or hospitals) or whose issuers share
the same geographic locations.
CREDIT QUALITY: The fund invests exclusively in municipal obligations rated in one of the
four highest rating categories by a national rating organization at the time of purchase,
or, if unrated, of equivalent quality as determined by the manager.
MATURITY: The fund normally maintains a market weighted average portfolio maturity of
between three and ten years. However, the fund may invest in individual securities of any
maturity.
- ---------------------------------------------------------------------------------------------------------------------
HOW THE In selecting securities for the fund, the manager focuses upon developing a portfolio that
MANAGER is diversified among states and types of municipal securities and also the appropriate
SELECTS THE maturity allocation for the fund within a given market environment. The manager:
FUND'S Emphasizes investments in revenue bonds for essential services (i.e., water, electric,
INVESTMENTS power, sewer and select transportation authority) and in general obligation bonds of
high-quality issuers.
Uses credit analysis to evaluate the relative attractiveness of various securities and
sectors.
Seeks geographic and issuer diversification.
- ---------------------------------------------------------------------------------------------------------------------
PRINCIPAL RISKS Investors could lose money on their investment in the fund, or the fund may not perform as
OF INVESTING IN well as other investments, if any of the following occurs:
THE FUND Interest rates rise, causing the value of the fund's portfolio to decline.
The issuer of a security owned by the fund defaults on its obligation to pay principal
and/or interest or has its credit rating downgraded.
Municipal securities fall out of favor with investors.
New federal or state legislation adversely affects the tax-exempt status of securities
held by the fund or the financial ability of the municipalities to repay these
obligations.
The issuer of municipal obligations may not be able to make timely payments because of
general economic downturns or increased governmental costs.
The manager's judgment about the attractiveness, relative value or income potential of a
particular security proves to be incorrect.
It is possible that some of the fund's income distributions may be, and distributions of the
fund's realized capital gains will be, subject to federal taxation. The fund may realize
taxable gains on the sale of its securities or other transactions, and some of the fund's
income distributions may be subject to the federal alternative minimum tax. In addition,
distributions of the fund's income and gains generally will be subject to state and local
taxation.
</TABLE>
Salomon Brothers Investment Series - 18
<PAGE>
<TABLE>
<S> <C> <C>
Past performance does not
necessarily indicate how the fund
will perform in the future.
QUARTERLY RETURNS: Highest:
2.95% in 2nd quarter 1997;
Lowest: -0.39% in 1st quarter 1996
TOTAL RETURN
The bar chart shows the
[GRAPH] performance of the
fund's Class A shares
for each of the full
calendar years
indicated. Class B, 2
and O shares would have
different performance
because of their
different expenses. The
performance information
in the chart does not
reflect sales charges,
which would reduce your
return.
</TABLE>
<TABLE>
- -------------------------------------------------------------------------------------------------------------------
THIS TABLE ASSUMES REDEMPTION OF SHARES AT THE END OF THE PERIOD, AND THE REINVESTMENT OF
DISTRIBUTIONS AND DIVIDENDS.
- --------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (CALENDAR YEARS ENDED DECEMBER 31, 1998)
<S> <C> <C> <C> <C>
Class Inception Date 1 Year Since Inception
- --------------------------------------------------------------------------------------------------------------------
Class A 2/22/95 -0.44% 5.20%
Class B 2/22/95 -1.26% 4.95%
Class 2* 2/22/95 1.68% 5.35%
Class O 2/22/95 4.76% 6.68%
Lehman Index n/a 5.95% 6.96%
COMPARATIVE
PERFORMANCE
The table indicates the
risk of investing in
the fund by comparing
the average annual
total return of the
fund for the periods
shown to that of the
Lehman Brothers 1-10
Year Municipal Bond
Index.
*formerly Class C
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR
INVESTMENT) CLASS A CLASS B CLASS 2 CLASS O
<S> <C> <C> <C> <C> <C>
Maximum sales charge on purchases 4.75%* None 1.00% None
Maximum deferred sales charge on redemptions None 5.00% 1.00% None
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ANNUAL FUND OPERATING EXPENSES (PAID BY THE FUND AS
A % OF NET ASSETS)
- --------------------------------------------------------------------------------------------------------------------
Management fees 0.50% 0.50% 0.50% 0.50%
Distribution and service (12b-1) fee 0.25% 1.00% 1.00% None
Other expenses 0.92% 0.92% 0.92% 0.92%
Total annual fund operating expenses 1.67% 2.42% 2.42% 1.42%
- --------------------------------------------------------------------------------------------------------------------
*If you buy Class A shares in amounts of $50,000 or more the sales charge is lower.
FEES AND EXPENSES
This table sets forth
the fees and expenses
you will pay if you
invest in shares of the
fund. Because the
manager agreed to waive
its management fee and
reimbursed certain
expenses for the fiscal
year ended December 31,
1998, the actual total
operating expenses for
each class were:
Class A: 0.75%
Class B: 1.50%
Class 2: 1.50%
Class O: 0.50%
The manager may
discontinue this waiver
at any time.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NUMBER OF YEARS YOU OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Your costs would be
Class A $ 637 $ 976 $1,339 $ 2,357
Class B (redemption at end of period) 745 1,055 1,491 2,498
Class B (no redemption) 245 755 1,291 2,498
Class 2 (redemption at end of period) 443 847 1,378 2,829
Class 2 (no redemption) 343 847 1,378 2,829
Class O 145 449 776 1,702
The example assumes: You invest $10,000 for the period shown
You reinvest all distributions and dividends without a sales charge
The fund's operating expenses remain the same
Your investment has a 5% return each year
Redemption of your shares at the end of the period
This example helps you
compare the cost of
investing in the fund
with other mutual
funds. Your actual cost
may be higher or lower.
</TABLE>
Salomon Brothers Investment Series - 19
<PAGE>
- --------------------------------------------------------------------------------
NEW YORK MUNICIPAL MONEY MARKET FUND
<TABLE>
<S> <C>
INVESTMENT The fund seeks as high a level of current income exempt from regular federal income tax and
OBJECTIVE New York State and New York City personal income taxes as is consistent with liquidity and
the stability of principal.
- ---------------------------------------------------------------------------------------------------------------------
KEY The fund invests primarily in high-quality, short-term 'New York municipal securities,'
INVESTMENTS which are debt obligations issued by the State of New York and its political subdivisions,
agencies and public authorities (or certain other governmental issuers such as Puerto Rico,
the Virgin Islands, and Guam.) The interest on these obligations is exempt from regular
federal income tax and New York State and New York City personal income tax. As a result,
the interest rate on these obligations normally is lower than it would be if the obligations
were subject to taxation.
MINIMUM CREDIT QUALITY: The fund invests primarily in securities rated in the two highest
short-term rating categories, or if unrated, of equivalent quality.
MAXIMUM MATURITY: The fund invests in securities having remaining maturities of 397 days or
less. The fund maintains a dollar-weighted average portfolio maturity of 90 days or less.
- ---------------------------------------------------------------------------------------------------------------------
HOW THE
MANAGER
SELECTS THE
FUND'S
INVESTMENTS
The manager selects securities primarily by identifying undervalued sectors and individual
securities, while also selecting securities that it believes will benefit from changes in
market conditions. In selecting individual securities, the manager:
Uses fundamental credit analysis to estimate the relative value and attractiveness of
various opportunities in the New York municipal bond market.
Identifies eligible issuers with the most desirable credit quality.
Trades between general obligations and revenue bonds and among various revenue bond sectors
such as housing, hospital and industrial development, based on their apparent relative
values.
Considers a security's maturity in light of the outlook for the issuer and its sector and
interest rates.
- ---------------------------------------------------------------------------------------------------------------------
PRINCIPAL Although the fund seeks to preserve the value of an investment at $1 per share, it is
RISKS OF possible to lose money by investing in the fund if any of the following occurs:
INVESTING IN
THE FUND
There is no assurance The fiscal condition of New York State or New York City weakens. New York State and City
that the fund will be have experienced significant fiscal problems in the past.
able to maintain a Interest rates rise sharply.
stable net asset value An issuer or guarantor of the fund's securities defaults, has its credit rating downgraded
of $1.00 per share or is unable to make timely payments because of general economic downturns or increased
The fund is not governmental costs.
diversified, which New federal or state legislation adversely affects the tax-exempt status of securities held
means that it can by the fund or the financial ability of the municipalities to repay these obligations.
invest a higher The manager's judgment about the attractiveness, value or income potential of a particular
percentage of its security proves to be incorrect.
assets in any one It is possible that some of the fund's income distributions may be, and distributions of the
issuer than a fund's realized capital gains will be, subject to federal taxation. The fund may realize
diversified fund. taxable gains on the sale of its securities or other transactions, and some of the fund's
However, the fund income distribution may be subject to the federal alternative minimum tax. In addition, some
complies with the of the fund's income distribution and all of the fund's realized capital gains generally
Securities and will be subject to state and local taxation.
Exchange Commission's
rule for money market
funds, including the
diversification
requirement of that
rule.
</TABLE>
Salomon Brothers Investment Series - 20
<PAGE>
<TABLE>
<S> <C> <C>
Past performance does not
necessarily indicate how the fund
will perform in the future.
QUARTERLY RETURNS: Highest:
1.21% in 2nd quarter 1991;
Lowest: 0.51% in 1st quarter 1994
TOTAL RETURN
The bar chart shows the
[GRAPH] performance of the
fund's Class O shares
for the calendar years
indicated. Class A, B
and 2 shares would have
different performance
because of their
different expenses. The
performance information
in the chart does not
reflect sales charges,
which would reduce your
return.
</TABLE>
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------
THIS TABLE ASSUMES REDEMPTION OF SHARES AT THE END OF THE PERIOD, AND THE REINVESTMENT OF
DISTRIBUTIONS AND DIVIDENDS.
- --------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (CALENDAR YEARS ENDED DECEMBER 31, 1998)
<S> <C> <C> <C> <C> <C> <C>
Class Inception Date 1 Year 5 Years 10 Years Since Inception
- --------------------------------------------------------------------------------------------------------------------
Class A 11/1/96 3.2% n/a n/a 3.34%
Class B 11/1/96 3.2% n/a n/a 3.34%
Class 2* 11/1/96 3.2% n/a n/a 3.34%
Class O 10/2/90 3.2% 3.27% n/a 3.40
The fund's 7-day yield as of December 31, 1998 was 3.69%.
COMPARATIVE
PERFORMANCE
The table indicates the
average annual total
return of the fund for
the periods shown.
*formerly Class C
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR
INVESTMENT) CLASS A CLASS B CLASS 2 CLASS O
Maximum sales charge on purchases None None None None
Maximum deferred sales charge on redemptions None None None None
- --------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (PAID BY THE FUND AS
A % OF NET ASSETS)
Management fees 0.20% 0.20% 0.20% 0.20%
Distribution and service (12b-1) fee None None None None
Other expenses 0.21% 0.22% 0.14% 0.23%
Total annual fund operating expenses 0.41% 0.42% 0.34% 0.43%
FEES AND EXPENSES
This table sets forth
the fees and expenses
you will pay if you
invest in shares of the
fund.
---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
NUMBER OF YEARS YOU OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Your costs would be
Class A $ 42 $ 132 $ 230 $ 518
Class B 43 135 235 530
Class 2 35 109 191 431
Class O 44 138 241 542
The example assumes: You invest $10,000 for the period shown
You reinvest all distributions and dividends without a sales charge
The fund's operating expenses remain the same
Your investment has a 5% return each year
Redemption of your shares at the end of the period
This example helps you
compare the cost of
investing in the fund
with other mutual
funds. Your actual cost
may be higher or lower.
</TABLE>
Salomon Brothers Investment Series - 21
<PAGE>
- --------------------------------------------------------------------------------
SMALL CAP GROWTH FUND
<TABLE>
<S> <C>
INVESTMENT The fund seeks long-term growth of capital.
OBJECTIVE
- ---------------------------------------------------------------------------------------------------------------------
KEY INVESTMENTS The fund invests primarily in equity securities of companies with market capitalizations at
the time of purchase similar to that of the companies included in the Russell 2000 Index.
The Russell 2000 Index includes companies with market capitalizations below the top 1000
stocks of the equity market. As of December 31, 1998, the market capitalization of companies
included in the Russell 2000 Index ranged from $4.4 million to $3.1 billion.
- ---------------------------------------------------------------------------------------------------------------------
HOW THE
MANAGER
SELECTS THE
FUND'S
INVESTMENTS
The manager emphasizes companies which it believes have favorable growth prospects and
potential for significant capital appreciation. In selecting individual companies for
investment, the manager looks for:
Companies that either occupy a dominant position in an emerging industry or a growing
market share in larger, fragmented industries.
Favorable near-term earnings trends.
High return on equity.
Strong financial conditions.
Experienced and effective management.
- ---------------------------------------------------------------------------------------------------------------------
PRINCIPAL While investing in equity securities historically has produced greater average returns than
RISKS OF investments in fixed income securities, equity securities may also involve added risks.
INVESTING IN Investors can lose money on their investment in the fund, or the fund may not perform as
THE FUND well as other investments, if any of the following occurs:
Small capitalization stocks fall out of favor with investors.
Investing in Recession or adverse economic trends adversely affects the earnings or financial condition
small of small companies.
capitalization The manager's judgment about the attractiveness, growth prospects or potential
companies appreciation of the fund's investments proves to be incorrect.
involves a Greater volatility of share price because of the fund's focus on small cap companies.
substantial risk Compared to large cap companies, small cap companies and the market for their equity
of loss securities are more likely to:
be more sensitive to changes in earnings results and investor expectations.
have more limited product lines, capital resources and management depth.
experience sharper swings in market values.
be harder to sell at the times and prices the manager believes appropriate.
offer greater potential for gain and loss.
Growth securities typically are sensitive to market movements because their market prices
tend to reflect future expectations. When it appears those expectations will not be met, the
prices of growth securities typically fall.
</TABLE>
Salomon Brothers Investment Series - 22
<PAGE>
<TABLE>
<S> <C>
BECAUSE THE FUND COMMENCED OPERATIONS IN 1998, THE FUND DOES NOT HAVE A SUFFICIENT OPERATING
HISTORY TO DEPICT ITS PERFORMANCE IN THE GRAPHIC AND TABLE FORM WHICH THE OTHER FUNDS USE.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR
INVESTMENT) CLASS A CLASS B CLASS 2* CLASS O
<S> <C> <C> <C> <C> <C>
Maximum sales charge on purchases 5.75%* None 1.00% None
Maximum deferred sales charge on redemptions None 5.00% 1.00% None
- -------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (PAID BY THE FUND AS
A % OF NET ASSETS)
Management fees 0.80% 0.80% 0.80% 0.80%
Distribution and service (12b-1) fee 0.25% 1.00% 1.00% None
Other expenses 1.25% 1.25% 1.25% 1.25%
Total Annual fund operating expenses 2.30% 3.05% 3.05% 2.05%
*If you buy Class A Shares in amounts of $50,000 or more the sales charge is lower.
FEES AND EXPENSES
This table sets forth
the fees and expenses
you will pay if you
invest in shares of the
fund. Because the
manager agreed to waive
its management fee for
the fiscal year ended
December 31, 1998, the
actual total operating
expenses for each class
were:
Class A: 1.50%
Class B: 2.25%
Class 2: 2.25%
Class O: 1.25%
The manager may
discontinue this waiver
at any time.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
NUMBER OF YEARS YOU OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Your costs would be
Class A $ 795 $1,252 $1,734 $ 3,059
Class B (redemption at end of period) 808 1,242 1,801 3,118
Class B (no redemption) 308 942 1,601 3,118
Class 2 (redemption at end of period) 505 1,003 1,685 3,431
Class 2 (no redemption) 405 1,003 1,685 3,431
Class O (redemption at end of period) 208 643 1,103 2,379
The example assumes: You invest $10,000 for the period shown
You reinvest all distributions and dividends without a sales charge
The fund's operating expenses remain the same
Your investment has a 5% return each year
Redemption of your shares at the end of the period
This example helps you
compare the cost of
investing in the fund
with other mutual
funds. Your actual cost
may be higher or lower.
</TABLE>
Salomon Brothers Investment Series - 23
<PAGE>
- --------------------------------------------------------------------------------
STRATEGIC BOND FUND
<TABLE>
<S> <C>
INVESTMENT The fund seeks a high level of current income. As a secondary objective, the fund seeks
OBJECTIVE capital appreciation.
- ---------------------------------------------------------------------------------------------------------------------
KEY The fund invests primarily in a globally diverse portfolio of fixed income securities. The
INVESTMENTS manager has broad discretion to allocate the fund's assets among the following segments of
the global market for fixed income securities:
</TABLE>
<TABLE>
<S> <C> <C>
U.S. government obligations Mortgage and asset-backed securities
Investment and non-investment grade U.S. and Sovereign debt
foreign corporate debt Brady Bonds
</TABLE>
<TABLE>
<S> <C>
CREDIT QUALITY: The fund invests in fixed income securities across a range of credit
qualities and may invest a substantial portion of the fund's assets in obligations rated
below investment grade by a recognized rating agency, or, if unrated, of equivalent quality
as determined by the manager. Below investment grade securities are commonly referred to as
'junk bonds'.
MATURITY: The fund has no specific average portfolio maturity requirement, but generally
anticipates maintaining a range of 4.5 to 10 years. The fund may hold individual securities
of any maturity.
- ---------------------------------------------------------------------------------------------------------------------
HOW THE The manager uses a combination of quantitative models which seek to measure the relative
MANAGER risks and opportunities of each market segment based upon economic, market, political,
SELECTS THE currency and technical data and its own assessment of economic and market conditions to
FUND'S create an optimal risk/return allocation of the fund's assets among various segments of the
INVESTMENTS fixed income market. After the manager makes its segment allocations, the manager uses
traditional credit analysis to identify individual securities for the fund's portfolio.
In selecting corporate debt for investment, the manager considers the issuer's:
Financial condition.
Sensitivity to economic conditions and trends.
Operating history.
Experience and track record of management.
In selecting foreign government debt for investment, the manager considers the issuer's:
Economic and political conditions within the issuer's country.
Overall and external debt levels and debt service ratios.
Access to capital markets.
Debt service payment history.
In selecting U.S. government and agency for investment obligations and mortgage-backed
securities for investment, the manager considers the following factors:
yield curve shifts.
credit quality.
changing prepayment patterns.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
Salomon Brothers Investment Series - 24
<PAGE>
<TABLE>
<S> <C>
PRINCIPAL RISKS Investors could lose money on their investment in the fund, or the fund may not perform as
OF INVESTING IN well as other investments, if any of the following occurs:
THE FUND Interest rates go up, causing the prices of fixed-income securities to decline and reducing
the value of the fund's investments.
The issuer of a security owned by the fund defaults on its obligation to pay principal
and/or interest or has its credit rating downgraded.
During periods of declining interest rates, the issuer of a security may exercise its option
to prepay principal earlier than scheduled, forcing the fund to reinvest in lower yielding
securities. This is known as call or prepayment risk.
During periods of rising interest rates, the average life of certain types of securities may
be extended because of slower than expected principal payments. This may lock in a below
market interest rate, increase the security's duration and reduce the value of the
security. This is known as extension risk.
The manager's judgment about the attractiveness, relative value or potential appreciation of
a particular sector or security proves to be incorrect.
To the extent the fund invests significantly in asset-backed and mortgage-related
securities, its exposure to prepayment and extension risks may be greater than other
investments in fixed income securities. Mortgage derivatives held by the fund may have
especially volatile prices and may have a disproportionate effect on the fund's share price.
Investments in High yield securities are considered speculative with respect to the issuer's ability to pay
high yield interest and principal and are susceptible to default or decline in market value due to
securities adverse economic and business developments. The market values for high yield securities tend
involves a to be very volatile, and these securities are less liquid than investment grade debt
substantial risk securities. For these reasons, your investment in the fund is subject to increased price
of loss. sensitivity to changing interest rates and a greater risk of loss due to default or
declining credit quality. Also, negative market sentiment towards high yield securities
depresses the price and liquidity of high yield securities. This negative perception could
last for a significant period of time.
Investing in non-U.S. issuers may involve unique risks compared to investing in the
securities of U.S. issuers. These risks are more pronounced to the extent the fund invests
in issuers in countries with emerging markets or if the fund invests significantly in one
country. These risks may include:
Less information about non-U.S. issuers or markets may be available due to less rigorous
disclosure and accounting standards or regulatory practices
Many non-U.S. markets are smaller, less liquid and more volatile than U.S. markets. In a
changing market, the manager may not be able to sell the fund's portfolio securities in
amounts and at prices the manager considers reasonable
Economic, political and social developments significantly disrupt the financial markets or
interfere with the Fund's ability to enforce its rights against foreign government issuers.
</TABLE>
Salomon Brothers Investment Series - 25
<PAGE>
<TABLE>
<S> <C> <C>
Past performance does not
necessarily indicate how the fund
will perform in the future.
QUARTERLY RETURNS: Highest:
7.80% in 2nd quarter 1995;
Lowest: 2.90% in 3rd quarter 1998
TOTAL RETURN
The bar chart shows the
[GRAPH] performance of the
fund's Class A shares
for each of the
calendar years
indicated. Class B, 2
and O shares would have
different performance
because of their
different expenses. The
performance information
in the chart does not
reflect sales charges,
which would reduce your
return.
</TABLE>
<TABLE>
- -------------------------------------------------------------------------------------------------------------------
THIS TABLE ASSUMES REDEMPTION OF SHARES AT THE END OF THE PERIOD, AND THE REINVESTMENT OF
DISTRIBUTIONS AND DIVIDENDS.
- --------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (CALENDAR YEARS ENDED DECEMBER 31, 1998)
<S> <C> <C> <C> <C>
Class Inception Date 1 Year Since Inception
- --------------------------------------------------------------------------------------------------------------------
Class A 2/22/95 -3.79% 9.63%
Class B 2/22/95 -4.39% 9.55%
Class 2* 2/22/95 -1.75% 9.87%
Class O 2/22/95 1.31% 11.26%
SSB Index n/a 8.72% 9.21%
COMPARATIVE
PERFORMANCE
The table indicates the
risk of investing in
the fund by comparing
the average annual
total return of the
fund for the periods
shown to that of the
Salomon Smith Barney
Broad Investment Grade
Bond Index
*formerly Class C
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR
INVESTMENT) CLASS A CLASS B CLASS 2 CLASS O
<S> <C> <C> <C> <C> <C>
Maximum sales charge on purchases 4.75% * None 1.00% None
Maximum deferred sales charge on redemptions None 5.00% 1.00% None
- -------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (PAID BY THE FUND AS
A % OF NET ASSETS)
<S> <C> <C> <C> <C> <C>
Management fees 0.75% 0.75% 0.75% 0.75%
Distribution and service (12b-1) fee 0.25% 1.00% 1.00% None
Other expenses 0.43% 0.43% 0.43% 0.43%
Total annual fund operating expenses 1.43% 2.18% 2.18% 1.18%
*If you buy Class A Shares in amounts of $50,000 or more the sales charge is lower.
FEES AND EXPENSES
This table sets forth
the fees and expenses
you will pay if you
invest in shares of the
fund. Because the
manager agreed to waive
a portion of its
management fee for the
fiscal year ended
December 31, 1998, the
actual total operating
expenses for each class
were:
Class A: 1.24%
Class B: 1.99%
Class 2: 1.99%
Class O: 0.99%
The manager may
discontinue this waiver
at any time.
- ---------------------------------------------------------------------------------------------------------------------
<CAPTION>
NUMBER OF YEARS YOU OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C>
Your costs would be
Class A $ 614 $ 906 $1,219 $ 2,107
Class B (redemption at end of period) 721 982 1,369 2,247
Class B (no redemption) 221 682 1,169 2,247
Class 2 (redemption at end of period) 419 775 1,258 2,588
Class 2 (no redemption) 319 775 1,258 2,588
Class O 120 375 649 1,432
The example assumes: You invest $10,000 for the period shown
You reinvest all distributions and dividends without a sales charge
The fund's operating expenses remain the same
Your investment has a 5% return each year
Redemption of your shares at the end of the period.
This example helps you
compare the cost of
investing in the fund
with other mutual
funds. Your actual cost
may be higher or lower.
</TABLE>
Salomon Brothers Investment Series - 26
<PAGE>
- --------------------------------------------------------------------------------
TOTAL RETURN FUND
<TABLE>
<S> <C>
INVESTMENT The fund seeks to obtain above average income (compared to a portfolio invested in equity
OBJECTIVE securities). The fund's secondary objective is to take advantage of opportunities for growth
of capital and income.
- ---------------------------------------------------------------------------------------------------------------------
KEY INVESTMENTS The fund invests in a broad range of equity and fixed income securities of both U.S. and
foreign issuers. The fund varies its allocations between equity and fixed income securities
depending on the manager's view of economic and market conditions, fiscal and monetary
policy and security values. However, under normal market conditions at least 40% of the
fund's assets are allocated to equity securities.
CREDIT QUALITY: The fund's investments in fixed-income securities are primarily investment
grade but the fund may invest up to 20% of its assets in nonconvertible fixed income
securities rated below investment grade by a recognized rating agency or in unrated
securities of equivalent quality. Securities rated below investment grade are commonly
referred to as 'junk bonds.'
MATURITY: The fund's investments in fixed-income securities may be of any maturity.
- ---------------------------------------------------------------------------------------------------------------------
HOW THE In selecting stocks for investment, the manager applies a bottom-up analysis, focusing on
MANAGER companies with:
SELECTS THE Large market capitalizations
FUND'S Favorable dividend yields and price to earnings ratios
INVESTMENTS Stocks that are less volatile than the market as a whole
Strong balance sheets
A catalyst for appreciation and restructuring potential, product innovation or new
development
The manager considers both macroeconomic and issuer specific factors in selecting debt
securities for its portfolio. In assessing the appropriate maturity, rating and sector
weighting of the fund's portfolio, the manager considers a variety of macroeconomic factors
that are expected to influence economic activity and interest rates. These factors include
fundamental economic indicators, Federal Reserve monetary policy and the relative value of
the U.S. dollar compared to other currencies. Once the manager determines the preferable
portfolio characteristic, the manager selects individual securities based upon the terms of
the securities (such as yields compared to U.S. Treasuries or comparable issuers), liquidity
and rating, sector and issuer diversification. The manager also employs fundamental research
and due diligence to assess an issuer's:
credit quality taking into account financial condition and profitability
future capital needs
potential for change in rating and industry outlook
the competitive environment and management ability
</TABLE>
Salomon Brothers Investment Series - 27
<PAGE>
<TABLE>
<S> <C>
PRINCIPAL While investing in a mix of equity and debt securities can bring added benefits, it may also
RISKS OF involve additional risks. Investors could lose money in the fund or the fund's performance
INVESTING IN could fall below other possible investments if any of the following occurs:
THE FUND
U.S. stock markets decline.
An adverse event, such as an unfavorable earnings report, negatively affects the stock
price of a company in which the fund invests.
Large capitalization stocks fall out of favor with investors.
The manager's judgment about the attractiveness, growth prospects or potential
appreciation of a particular sector or stock proves to be incorrect.
The fund also has risks associated with investing in bonds. The fund could underperform
other investments if:
Interest rates go up, causing the prices of fixed-income securities to decline and
reducing the value of the fund's investments.
The issuer of a debt security owned by the fund defaults on its obligation to pay
principal or interest or has its credit rating downgraded.
During periods of declining interest rates, the issuer of a security may exercise its
option to prepay earlier than scheduled, forcing the fund to reinvest in lower yielding
securities. This is known as call or prepayment risk.
During periods of rising interest rates, the average life of certain types of securities
may be extended because of slower than expected principal payments. This may lock in a
below market interest rate, increase the security's duration and reduce the value of the
security. This is known as extension risk.
</TABLE>
Salomon Brothers Investment Series - 28
<PAGE>
<TABLE>
<S> <C> <C>
Past performance does not
necessarily indicate how the fund
will perform in the future.
QUARTERLY RETURNS: Highest:
7.88% in 3rd quarter 1997;
Lowest: -5.21% in 3rd quarter 1998
TOTAL RETURN
The bar chart shows the
[GRAPH] performance of the
fund's Class A shares
for each of the
calendar years
indicated. Class B, 2,
D and O shares would
have different
performance because of
their different
expenses. The
performance information
in the chart does not
reflect sales charges,
which would reduce your
return.
</TABLE>
<TABLE>
- --------------------------------------------------------------------------------------------------------------------
THIS TABLE ASSUMES REDEMPTION OF SHARES AT THE END OF THE PERIOD, AND THE REINVESTMENT
OF DISTRIBUTIONS AND DIVIDENDS.
- --------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (CALENDAR YEARS ENDED DECEMBER 31, 1998)
Class Inception Date 1 Year Since Inception
<S> <C> <C> <C> <C>
Class A 9/11/95 0.25% 13.17%
Class B 9/11/95 0.49% 13.66%
Class 2* 9/11/95 3.45% 14.01%
Class O 9/11/95 6.57% 15.64%
S&P 500 Index n/a 28.60% 28.08%
COMPARATIVE
PERFORMANCE
The table indicates the
risk of investing in
the fund by comparing
the average annual
total return of the
fund for the periods
shown to that of the
S&P 500 Index.
*formerly Class C
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR
INVESTMENT) CLASS A CLASS B CLASS 2 CLASS O
<S> <C> <C> <C> <C> <C>
Maximum sales charge on purchases 5.75%* None 1.00% None
Maximum deferred sales charge on redemptions None 5.00% 1.00% None
- --------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (PAID BY THE FUND AS
A % OF FUND NET ASSETS)
- --------------------------------------------------------------------------------------------------------------------
Management fees 0.55% 0.55% 0.55% 0.55%
Distribution and service (12b-1) fee 0.25% 1.00% 1.00% None
Other expenses 0.37% 0.37% 0.37% 0.37%
Total annual fund operating expenses 1.17% 1.92% 1.92% 0.92%
*If you buy Class A Shares in amounts of $50,000 or more the sales charge is lower.
FEES AND EXPENSES
This table sets forth
the fees and expenses
you will pay if you
invest in shares of the
fund. Because the
manager agreed to waive
a portion of its
management fee for the
fiscal year ending
December 31, 1998, the
actual total operating
expenses for each class
were:
Class A: 0.85%
Class B: 1.60%
Class 2: 1.60%
Class O: 0.60%
The manager may
discontinue this waiver
at any time.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
NUMBER OF YEARS YOU OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Your costs would be
<S> <C> <C> <C> <C> <C>
Class A $ 687 $ 925 $1,182 $ 1,914
Class B (redemption at end of period) 695 903 1,237 1,963
Class B (no redemption) 195 603 1,037 1,963
Class 2 (redemption at end of period) 393 697 1,126 2,321
Class 2 (no redemption) 293 697 1,126 2,321
Class O 94 293 509 1,131
The example assumes: You invest $10,000 for the period shown
You reinvest all distributions and dividends without a sales charge
The fund's operating expenses remain the same
Your investment has a 5% return each year
Redemption of your shares at the end of the period
This example helps you
compare the cost of
investing in the fund
with other mutual
funds. Your actual cost
may be higher or lower.
</TABLE>
Salomon Brothers Investment Series - 29
<PAGE>
- --------------------------------------------------------------------------------
U.S. GOVERNMENT INCOME FUND
<TABLE>
<S> <C>
INVESTMENT The fund seeks to obtain a high level of current income.
OBJECTIVE
- ---------------------------------------------------------------------------------------------------------------------
KEY Under normal circumstances, the fund invests in debt securities and mortgage-backed
INVESTMENTS securities issued or guaranteed by the U.S. government, its agencies or instrumentalities.
The fund may also invest in private pools of mortgages the payment of principal and interest
of which is guaranteed by the U.S. government, its agencies or instrumentalities. Agency and
instrumentality securities may be backed by the full faith and credit of the U.S. Treasury,
by the right of the issuer to borrow from the U.S. government or only by the credit of the
issuer itself.
DURATION: The fund normally maintains an average portfolio effective duration of two to four
years. Duration is an approximate measure of the sensitivity of the market value of the
fund's portfolio to changes in interest rates.
- ---------------------------------------------------------------------------------------------------------------------
HOW THE The manager focuses on identifying undervalued sectors and securities. Specifically, the
MANAGER manager:
SELECTS THE Monitors the spread between U.S. Treasury and Government agency or instrumentality issuers
FUND'S and purchases agency and instrumentality issues which it believes will provide a total
INVESTMENTS return advantage
Determines sector or 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 balance potential return and
risk
- ---------------------------------------------------------------------------------------------------------------------
PRINCIPAL Investors could lose money on their investment in the fund or the fund's performance could
RISKS OF fall below other possible investments if any of the following occurs:
INVESTING IN Interest rates increase, causing the prices of fixed-income securities to decline and
THE FUND reducing the value of the fund's investments.
As interest rates decline, the issuers of mortgage-related securities held by the fund may
pay principal earlier than scheduled, forcing the fund to reinvest in lower yielding
securities. This is called prepayment or call 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. This is called extension risk.
Increased volatility in share price to the extent the fund holds mortgage derivative
securities because of their imbedded leverage or unusual interest rate reset terms.
The manager's judgment about interest rates or the attractiveness, value or income
potential of a particular security proves incorrect.
Payments of principal and interest on mortgage pools issued by government related
organizations are not guaranteed by the U.S. government. Although mortgage pools issued by
U.S. agencies are guaranteed with respect to payments of principal and interest, such
guarantee does not apply to losses resulting from declines in the market value of such
securities.
</TABLE>
Salomon Brothers Investment Series - 30
<PAGE>
<TABLE>
<S> <C> <C>
Past performance does not
necessarily indicate how the fund
will perform in the future.
QUARTERLY RETURNS: Highest:
4.29% in 3rd quarter 1998;
Lowest: -1.20% in 3rd quarter 1996
TOTAL RETURN
The bar chart shows the
[GRAPH] performance of the
fund's Class A shares
for each of the
calendar years
indicated. Class B, 2
and O shares would have
different performance
because of their
different expenses. The
performance information
in the chart does not
reflect sales charges,
which would reduce your
return.
</TABLE>
<TABLE>
- -------------------------------------------------------------------------------------------------------------------
THIS TABLE ASSUMES REDEMPTION OF SHARES AT THE END OF THE PERIOD, AND THE REINVESTMENT OF
DISTRIBUTIONS AND DIVIDENDS.
- --------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (CALENDAR YEARS ENDED DECEMBER 31, 1998)
Class Inception Date 1 Year Since Inception
<S> <C> <C> <C> <C>
Class A 2/22/95 2.50% 6.04%
Class B 2/22/95 1.92% 5.95%
Class 2* 2/22/95 4.88% 6.30%
Class O 2/22/95 8.08% 7.67%
SSB Index n/a 7.75% 7.45%
COMPARATIVE
PERFORMANCE
The table indicates the
risk of investing in
the fund by comparing
the average annual
total return of the
fund for the periods
shown to that of the
Salomon Smith Barney
1-5 Year Treasury Bond
Index.
*formerly Class C
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR
INVESTMENT) CLASS A CLASS B CLASS 2 CLASS O
<S> <C> <C> <C> <C> <C>
Maximum sales charge on purchases 4.75%* None None None
Maximum deferred sales charge on redemptions None 5.00% 1.00% None
- --------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (PAID BY THE FUND AS
A % OF NET ASSETS)
<S> <C> <C> <C> <C> <C>
Management fees 0.60% 0.60% 0.60% 0.60%
Distribution and service (12b-1) fee 0.25% 1.00% 1.00% None
Other expenses .78% .79% .79% .78%
Total annual fund operating expenses 1.63% 2.39% 2.39% 1.38%
*If you buy Class A Shares in amounts of $50,000 or more the sales charge is lower.
FEES AND EXPENSES
This table sets forth
the fees and expenses
you will pay if you
invest in shares of the
fund. Because the
manager agreed to waive
a portion of its
management fee for the
fiscal year ended
December 31, 1998, the
actual total operating
expenses for each class
were:
Class A: 0.85%
Class B: 1.60%
Class 2: 1.60%
Class O: 0.60%
The manager may
discontinue this waiver
at any time.
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF YEARS YOU OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C>
Your costs would be
Class A $ 633 $ 965 $1,319 $ 2,316
Class B (redemption at end of period) 742 1,045 1,425 2,462
Class B (no redemption) 242 745 1,275 2,462
Class 2 (redemption at end of period) 440 838 1,363 2,799
Class 2 (no redemption) 340 838 1,363 2,799
Class O 140 437 755 1,657
The example assumes: You invest $10,000 for the period shown
You reinvest all distributions and dividends without a sales charge
The fund's operating expenses remain the same
Your investment has a 5% return each year
Redemption of your shares at the end of the period
This example helps you
compare the cost of
investing in the fund
with other mutual
funds. Your actual cost
may be higher or lower.
</TABLE>
Salomon Brothers Investment Series - 31
<PAGE>
- --------------------------------------------------------------------------------
MORE ON THE FUNDS' INVESTMENTS
ADDITIONAL INVESTMENTS AND INVESTMENT TECHNIQUES
- --------------------------------------------------------------------------------
Each fund's investment objective and its principal investment strategies and
risks are described under 'Fund Goals and Strategies.'
This section provides additional information about the funds' investments and
certain portfolio management techniques the funds may use. More information
about the funds' investments and portfolio management techniques, some of which
entail risks, is included in the statement of additional information (SAI).
Any policy or limitation for a fund that is expressed as a percentage of assets
is considered only at the time of purchase of portfolio securities. The policy
will not be violated if these limitations are exceeded because of changes in
the market value of the fund's assets or for any other reason.
ASIA GROWTH FUND
Although the fund intends to be fully invested in
equity securities of Asian companies, the fund may
also invest up to 35% of its assets in fixed income
securities issued by U.S. and foreign governments,
their agencies or instrumentalities and supranational
entities. The fund may invest up to 10% of its assets
in non-convertible debt securities rated below
investment grade, or, if unrated, of equivalent
quality as determined by the subadvisor.
CAPITAL FUND
The fund may invest in investment grade fixed-income
securities and may invest up to 20% of its net assets
in non-convertible debt securities rated below
investment grade or, if unrated, of equivalent
quality as determined by the manager. The fund
emphasizes non-convertible debt securities that offer
the appreciation potential of common stocks. The fund
may invest without limit in convertible
debt securities. The fund may also invest up to 20%
of its assets in securities of foreign issuers.
HIGH YIELD BOND FUND
Although the fund invests primarily in high yield
securities, the fund may also invest up to 20% of its
assets in equity and equity related securities.
INVESTORS FUND
The fund may invest up to 5% of its net assets in
non-convertible debt securities rated below
investment grade or, if unrated, of equivalent
quality as determined by the manager. The fund may
invest without limit in convertible debt securities.
The fund may also invest up to 20% of its assets in
securities of foreign issuers.
NEW YORK MUNICIPAL MONEY MARKET FUND
The fund may invest up to 35% of its assets in
securities that pay interest which is not exempt from
New York State or city personal income tax and up to
20% of its assets in securities that pay interest
which is not exempt from federal income tax.
NATIONAL INTERMEDIATE MUNICIPAL FUND
The fund may invest up to 20% of its assets in
securities that pay interest which is not exempt from
regular federal income tax.
LARGE CAP GROWTH FUND
The fund may invest up to 35% of its assets in equity
securities of companies with market capitalization
not within the top 1,000 stocks of the equity market.
The fund may invest up to 25% of its assets in
foreign equity and debt securities. The fund may also
invest in investment grade debt securities.
INTERNATIONAL EQUITY FUND
Although the fund invests primarily in securities of
issuers organized in at least 3 countries other than
the U.S., the fund may invest up to 35% of its assets
in the securities of issuers located in
Salomon Brothers Investment Series - 32
<PAGE>
the U.S. The fund may also invest in other securities
of non-U.S. issuers which the subadviser believes
provide an opportunity for appreciation, such as
fixed income securities, convertible and non-
convertible bonds, preferred stocks and warrants. The
fund's long-term convertible investments will carry
at least a Baa rating from Moody's Investors Service,
Inc. or a BBB rating from Standard & Poor's Ratings
Group at the time of purchase or are determined by
the subadviser to be of equal quality.
SMALL CAP GROWTH FUND
The fund may invest up to 35% of its assets in equity
securities of companies whose market capitalizations
exceed the market capitalization of companies
included in the Russell 2000 Index. The fund may also
invest up to 25% of its assets in non-convertible
bonds, notes and debt securities when the manager
believes that their total return potential equals or
exceeds the potential return of equity securities.
The fund may invest up to 20% of its total assets in
equity securities of foreign issuers.
STRATEGIC BOND FUND
Although the fund invests primarily in fixed-income
securities, the fund may also invest up to 20% of its
assets in equity and equity related securities. The
fund may invest up to 100% of its assets in
foreign currency denominated securities, including
securities of issuers located in emerging markets.
TOTAL RETURN FUND
The fund may invest up to 20% of its assets in
securities of foreign issuers.
Subject to its particular investment policies, each
of these funds may invest in all types of equity
securities. Equity securities include common stocks
traded on an exchange or in the over the counter
market, preferred stocks, warrants, rights,
convertible securities, depositary receipts, trust
certificates, limited partnership interests, shares
of other investment companies and real estate
investment trusts.
EQUITY INVESTMENTS
Asia Growth Fund, Capital Fund, Investors Fund, International Equity Fund,
Large Cap Growth Fund, Small Cap Growth Fund and Total Return Fund
- --------------------------------------------------------------------------------
Subject to its particular investment policies, each
fund may invest in fixed income securities. Fixed
income investments include bonds, notes (including
structured notes), mortgage-related securities,
asset-backed securities, convertible securities,
Eurodollar and Yankee dollar instruments, loan
participation and assignments, preferred stocks and
money market instruments. Fixed income securities may
be issued by U.S. and foreign corporations or
entities; U.S. and foreign banks; the U.S.
government, its agencies, authorities,
instrumentalities or sponsored enterprises; state and
municipal governments; supranational organizations;
and foreign governments and their political
subdivisions. Only certain of the funds may invest in
fixed income securities of foreign issuers. See
'Foreign and emerging markets investments' below.
FIXED INCOME INVESTMENTS
All funds, but the following funds only to a limited extent: Asia Growth Fund,
Capital Fund, Investors Fund and Small Cap Growth Fund
Fixed income securities may have all types of
interest rate payment and reset terms, including
fixed rate, adjustable rate, zero coupon, contingent,
deferred, payment in kind and auction rate features.
Salomon Brothers Investment Series - 33
<PAGE>
Cash Management Fund, High Yield Bond Fund, Strategic Bond Fund, Total Return
Fund and U.S. Government Income Fund
Each of these funds may invest in mortgage-backed and
asset-backed securities. Mortgage-related securities
may be issued by private companies or by agencies of
the U.S. government and represent direct or indirect
participations in, or are collateralized by and
payable from, mortgage loans secured by real
property. Asset-backed securities represent
participations in, or are secured by and payable
from, assets such as installment sales or loan
contracts, leases, credit card receivables and other
categories of receivables.
Certain debt instruments may only pay principal at
maturity or may only represent the right to receive
payments of principal or payments of interest on
underlying pools of mortgages or government
securities, but not both. The value of these types of
instruments may change more drastically than debt
securities that pay both principal and interest
during periods of changing interest rates. Interest
only mortgage backed securities are particularly
subject to prepayment risk. The fund may obtain a
below market yield or incur a loss on such
instruments during periods of declining interest
rates. Principal only instruments are particularly
subject to extension risk. For mortgage derivatives
and structured securities that have imbedded leverage
features, small changes in interest or prepayment
rates may cause large and sudden price movements.
Mortgage derivatives can also become illiquid and
hard to value in declining markets.
Strategic Bond Fund, Total Return Fund and U.S. Government Income Fund
Each of these funds may also enter into mortgage
dollar roll transactions to earn additional income.
In these transactions, the fund sells a U.S. agency
mortgage-backed security and simultaneously agrees to
repurchase at a future date another U.S. agency
mortgage-backed security with the same interest rate
and maturity date, but generally backed by a
different pool of mortgages. The fund loses the right
to receive interest and principal payments on the
security it sold. However, the fund benefits from the
interest earned on investing the proceeds of the sale
and may receive a fee or a lower repurchase price.
The benefits from these transactions depend upon the
manager's ability to forecast mortgage prepayment
patterns on different mortgage pools. The fund may
lose money if, during the period between the time it
agrees to the forward purchase of the mortgage
securities and the settlement date, these securities
decline in value due to market conditions or
prepayments on the underlying mortgages.
- --------------------------------------------------------------------------------
CREDIT QUALITY If a security receives different ratings, a fund will
treat the securities as being rated in the highest
rating category. Credit rating criteria are applied
at the time a fund purchases a fixed income security.
A fund may choose not to sell securities that are
downgraded after their purchase below the fund's
minimum acceptable credit rating. Each fund's credit
standards also apply to counterparties to OTC
derivatives contracts.
INVESTMENT GRADE SECURITIES
Securities are investment grade if:
They are rated in one of the top four long-term
rating categories of a nationally recognized
statistical rating organization.
Salomon Brothers Investment Series - 34
<PAGE>
- -------------------------------------------------------------------------------
Salomon Brothers Investment Series
ACCOUNT APPLICATION Please Note: A separate application must be used to open an
IRA account.
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
1. TYPE OF ACCOUNT (Please print) (Account will not be opened without
Taxpayer I.D. No. or Social Security No.)
[ ] INDIVIDUAL [ ] JOINT Social Security No. or Taxpayer I.D. No.
Name ____________________________________________ ________________________________
Joint Registrant (if any)1,2 Social Security No. or Taxpayer I.D. No.
Name ____________________________________________ ________________________________
1 Use only the Social Security Number or Taxpayer Indentification Number of the
first listed joint tenant.
2 For joint registrations, the account registrants will be joint tenants with
right of survivorship and not tenants in common unless tenants in common or
community property registrations are requested.
- -----------------------------------------------------------------------------------------------
[ ] UNIFORM GIFT TO MINORS OR [ ] UNIFORM TRANSFER TO MINORS (where allowed by law)
Name of Adult Custodian (only one permitted)
Name ______________________________________________
Minor's Date of Birth ____________________
Name of Minor (only one permitted) Minor's Social Security No.
Name ____________________________________________ ________________________________
(Account will not be opened without minor's Social Security No.)
under the _______________________________ Uniform Gifts/Transfer to Minors Act.
State of Residence of Minor
- -----------------------------------------------------------------------------------------------
[ ] CORPORATION [ ] PARTNERSHIP Social Security No. or Taxpayer I.D. No.
[ ] TRUST* [ ] OTHER ________________________________
(Account will not be opened without Taxpayer I.D. No. or Social Security No.)
Name of Corporation, Partnership, or Other _________________________________________________
____________________________________________________________________________________________
Name(s) of Trustee(s) ______________________________________________________________________
*If a Trust, include date of trust instrument and list trustees
if they are to be named in the registration. Date of the Trust Agreement ______________
- -----------------------------------------------------------------------------------------------
2. MAILING ADDRESS
Street or P.O. Box _________________________________________________________________________
_________________________________________________________________________
City _________________________________________ State ________ Zip _______________
Business Telephone ___________________________ Home Telephone ___________________________
- -----------------------------------------------------------------------------------------------
3. INVESTMENT INFORMATION
METHOD OF INVESTMENT
[ ] I have enclosed a check for the minimum of $500 per Fund.
[ ] I have enclosed a check for the minimum of $25 per Fund and completed the
Automatic Investment Plan information in Section 10.
[ ] I purchased ____ shares of ____ through my broker on ____/____/____. Confirm #__________
PLEASE MAKE MY INVESTMENT IN THE FUNDS DESIGNATED BELOW:
CLASS A CLASS B CLASS C SALOMON BROTHERS INVESTMENT SERIES INVESTMENT
- -----------------------------------------------------------------------------------------------
_______ _______ _______ Asia Growth Fund $ __________
_______ _______ _______ Small Cap Growth Fund $ __________
_______ _______ _______ Capital Fund $ __________
_______ _______ _______ Investors Fund $ __________
_______ _______ _______ Total Return Fund $ __________
_______ _______ _______ High Yield Bond Fund $ __________
_______ _______ _______ Strategic Bond Fund $ __________
_______ _______ _______ U.S. Government Income Fund $ __________
_______ _______ _______ National Intermediate Municipal Fund $ __________
_______ _______ _______ New York Municipal Money Market Fund $ __________
_______ _______ _______ Cash Management Fund $ __________
TOTAL INVESTMENT AMOUNT $ __________
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
- -----------------------------------------------------------------------------------------------
<S> <C>
4. REDUCED SALES CHARGE (Available for CLASS A Shares Only)
METHOD OF INVESTMENT
Are you a shareholder in another Salomon Brothers Investment Series Fund? [ ] Yes [ ] No
[ ] I apply for Right of Accumulation reduced sales charges based on the following
Salomon Brothers Investment Series Fund accounts (excluding Class B and Class C Shares).
Fund Account No. or Social Security No.
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
LETTER OF INTENT
[ ] I agree to the Letter of Intent provisions contained in the Fund's current Prospectus.
During a 13-month period, I plan to invest a dollar amount of at least:
[ ] $50,000 [ ] $100,000 [ ] $250,000 [ ] $500,000 [ ] $1,000,000
- -----------------------------------------------------------------------------------------------
5. DIVIDEND AND CAPITAL GAINS DISTRIBUTIONS
Dividends and capital gains will be reinvested in the same Fund if no other option is selected.
DIVIDENDS CAPITAL GAINS
[ ] I wish to reinvest dividends in the same Fund. [ ] I wish to reinvest capital gains in the same Fund.
[ ] I wish to have dividends paid in cash. [ ] I wish to have capital gains paid in cash.
The AUTOMATIC DIVIDEND DIVERSIFICATION PROGRAM allows an investor to have dividends and any
other distributions from a Fund automatically used to purchase shares of the same class of any
other Fund. The receiving account must be in the same name as your existing account.
[ ] Please reinvest dividends and capital gains from the ________ Fund to the ________ Fund.
OPTIONAL FEATURES
- -----------------------------------------------------------------------------------------------
6. AUTOMATIC WITHDRAWAL PLAN
I would like to establish an Automatic Withdrawal in the amount of $_______ to be executed on
the ___ day of the month (or the next business day if the selected day falls on a weekend or
holiday).
[ ] Monthly [ ] Quarterly [ ] Startup Month/Year:_____________________
Automatic Withdrawals will be made on or near the 10th day of the month if no Date is
selected.
A minimum account value of $10,000 in a single account is required to establish a monthly
withdrawal plan. For quarterly plans a minimum of $5,000 in a single account is required.
For the Investors Fund and the Capital Fund, shareholders are required to have a minimum value
of $7,500 in a single account. A shareholder can arrange for automatic distributions to be
made monthly or quarterly for amounts not less than $50 from each Fund.
Please mail checks to: Wire transfers to:
[ ] Address of Record (named in Section 2) [ ] Bank of Record (named in Section 10)
Name _______________________________________________________________________________________
Address ____________________________________________________________________________________
City _______________________________________________________ State _____ Zip _______________
- -----------------------------------------------------------------------------------------------
7. TELEPHONE REDEMPTION PRIVILEGE
Unless indicated below, I authorize the Transfer Agent to accept instructions from any person
to redeem shares in my account (s) by telephone, in accordance with the procedures and
conditions set forth in the Fund's current Prospectus. Checks for redemption of proceeds will
be sent by check via U.S. Mail to the address of record, unless the information in Section 10
is completed for redemption by wire of $500 or more.
[ ] I DO NOT want the Telephone Redemption Privilege.
- -----------------------------------------------------------------------------------------------
8. SYSTEMATIC INVESTMENT PLAN
I would like to exchange shares in my __________________ Fund account, for which no
certificates have been issued, to:
$ _______________ into the ___________________________________ Fund, Account # _____________
$50 Minimum
$ _______________ into the ___________________________________ Fund, Account # _____________
$50 Minimum
$ _______________ into the ___________________________________ Fund, Account # _____________
$50 Minimum
The exchange will occur on or about the 15th of each month, beginning in the month of_________
</TABLE>
<PAGE>
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------
9. TELEPHONE EXCHANGE PRIVILEGE
Unless indicated below, I authorize the Transfer Agent to accept instructions from any person
to exchange shares in my account(s) by telephone, in accordance with the procedures and
conditions set forth in the Funds' current prospectus.
[ ] I DO NOT want the Telephone Exchange Privilege.
- -----------------------------------------------------------------------------------------------
10. AUTOMATIC INVESTMENT PLAN
The Automatic Investment Plan, which is available to shareholders of the Salomon Brothers
Investment Series Funds, makes possible regular monthly purchases of Fund shares to allow
dollar-cost averaging. The Funds' transfer agent can arrange for an amount of money selected
by you ($25 minimum) to be deducted from your checking account and used to purchase shares of
a specified Salomon Brothers Investment Series Fund.
Please withdraw $__________________ from my checking account (named in Section 11) on the
_________ day of the month for investment:
[ ] Monthly [ ] Every alternate month [ ] Other ____________________
[ ] Quarterly [ ] Semianually
No more than one investment will be processed per month.
$ _______________ into the ___________________________________ Fund, Account # _____________
$25 Minimum
$ _______________ into the ___________________________________ Fund, Account # _____________
$25 Minimum
$ _______________ into the ___________________________________ Fund, Account # _____________
$25 Minimum
If you are applying for the Telephone Redemption Privilege or Automatic Investment Plan,
please attach your voided check on top of our sample below.
-----------------------------------------------------------
JOHN DOE 000
123 Main Street
Anywhere, USA 12345
_________________________________________ $
___________________________________________________
________________________ ________________________
- ------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
11. BANK OF RECORD
Please attach a voided check in the space provided in Section 10.
Bank Name __________________________________________________________________________
Address __________________________________________________________________________
City ___________________________________________ State ________ Zip ___________
Bank ABA No. __________________________________________________________________________
Bank Account No . ____________________________________________________________________________
Account Name __________________________________________________________________________
</TABLE>
<PAGE>
<TABLE>
<S> <C>
SIGNATURE AND DEALER INFORMATION
- -----------------------------------------------------------------------------------------------
12. SIGNATURE AND TAXPAYER CERTIFICATION
The undersigned warrants that I (we) have full authority and, if a natural person, I (we) am
(are) of legal age to purchase shares pursuant to this Application, and have received a
current Prospectus for the Salomon Brothers Investment Series Fund (s) in which I (we) am
(are) investing. THE UNDERSIGNED ACKNOWLEDGES THAT THE TELEPHONE EXCHANGE PRIVILEGE IS
AUTOMATIC AND THAT I (WE) MAY BEAR THE RISK OF LOSS IN THE EVENT OF FRAUDULENT USE OF THE
PRIVILEGE. If I (we) do not want the Telephone Exchange Privilege, I (we) have so indicated on
this Application.
UNDER THE INTEREST AND DIVIDEND TAX COMPLIANCE ACT OF 1983, THE FUND IS REQUIRED TO HAVE THE
FOLLOWING CERTIFICATION:
UNDER THE PENALTY OF PERJURY, I CERTIFY THAT:
(1) THE NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER IDENTIFICATION NUMBER (OR I AM
WAITING FOR A NUMBER TO BE ISSUED TO ME), AND
(2) I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE: (A) I AM EXEMPT FROM BACKUP WITHHOLDING;
OR (B) I HAVE NOT BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE THAT I AM SUBJECT TO BACKUP
WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS OR; (C) THE IRS HAS
NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING.
CERTIFICATION INSTRUCTIONS -- YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY
THE IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING OF
INTEREST OR DIVIDENDS ON YOUR TAX RETURN. FOR REAL ESTATE TRANSACTIONS, ITEM (2) DOES NOT
APPLY. FOR MORTGAGE INTEREST PAID, THE ACQUISITION OR ABANDONMENT OF SECURED PROPERTY,
CONTRIBUTIONS TO AN INDIVIDUAL RETIREMENT ACCOUNT (IRA), AND GENERALLY PAYMENTS OTHER THAN
INTEREST AND DIVIDENDS, YOU ARE NOT REQUIRED TO SIGN THE CERTIFICATION, BUT YOU MUST PROVIDE
YOUR CORRECT TAXPAYER IDENTIFICATION NUMBER.
[ ] Exempt from Backup Withholding (i.e., exempt entity as described in Application Instructions)
[ ] Nonresident alien [form W-8 attached] Country of Citizenship _________________________
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT
OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
Authorized signature ____________________________ Title ____________________ Date __________
Authorized signature ____________________________ Title ____________________ Date ____________
- -----------------------------------------------------------------------------------------------
13. FOR DEALER USE ONLY (Please print)
We hereby authorize CFBDS, Inc. to act as our agent in connection with transactions authorized
by the Application and agree to notify CFBDS, Inc. of any purchases made under a Letter of
Intent or Right of Accumulation. If this Application includes a Telephone Exchange Privilege
authorization, a Telephone Redemption Privilege authorization or an Automatic Withdrawal Plan
request, we guarantee the signature(s) above.
Dealer's Name ______________________________________________________________________________
Main Office Address ________________________________________________________________________
Dealer Number ___________________ Branch # _____________________ Rep # ____________________
Representative's Name ______________________________________________________________________
Branch Address __________________________________________ Telephone No. ___________________
Authorized Signature of Dealer __________________________ Title ___________________________
If desired, I elect to have third party statements sent to the following address:
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
- -----------------------------------------------------------------------------------------------
CUSTOMER SERVICE
For customer service, including account information, transfers and Fund prices, you may call
1-800-446-1013
between 9:00 a.m. and 5:00 p.m. Eastern Standard Time.
- -----------------------------------------------------------------------------------------------
MAILING INSTRUCTIONS
Mail your completed account application and check OR (for overnight and express mail delivery)
made payable to Salomon Brothers Funds to:
SALOMON BROTHERS INVESTMENT SERIES SALOMON BROTHERS INVESTMENT SERIES
C/O FIRST DATA INVESTOR SERVICES GROUP, INC. C/O FIRST DATA INVESTOR SERVICES GROUP, INC.
P.O. BOX 9764 4400 COMPUTER DRIVE
PROVIDENCE, RI 02940 - 9764 WESTBOROUGH MA 01581-5120
</TABLE>
SBISAPP 5/99
<PAGE>
SIGNATURE CARD
CASH MANAGEMENT FUND
NEW YORK MUNICIPAL MONEY MARKET FUND
Boston Safe Deposit and Trust Company
ACCOUNT NUMBER
- --------------------------------------------------------------------------------
ACCOUNT NAME(S) AS REGISTERED
- --------------------------------------------------------------------------------
AUTHORIZED SIGNATURE(S) -- Individuals must sign as their names appear in
account registration
1 ______________________________________________________________________________
2 ______________________________________________________________________________
3 ______________________________________________________________________________
4 ______________________________________________________________________________
[ ] Check if all signatures are required
[ ] Check if only one signature is required Date _____________
[ ] Check if combination of signatures is required and specify number and/or
individual(s)
SUBJECT TO CONDITION ON REVERSE SIDE
THE PAYMENT OF FUNDS IS AUTHORIZED BY THE SIGNATURE(S) APPEARING ON REVERSE
SIDE.
By executing this signature card, I (we) hereby authorize Boston Safe Deposit
and Trust Company ('Bank') to honor checks drawn by me (us) on my (our)
Account in the Investment Company ('Fund') indicated on the reverse side of
this form with payment therefore to be made by redeeming sufficient full and
fractional shares in that Account without a signature guarantee.
If this card is signed by more than one person, all checks will require only
one of the signatures appearing on the reverse side if the option of 'only
one signature is required' has been selected.
Checks may not be written for amounts less than $500 or such other minimum or
maximum as may from time to time be established by the Fund. Shares for which
certificates have been issued may not be redeemed by check. No redemption of
shares purchased by check will be permitted pursuant to this Check Redemption
Service until 15 days after such shares were credited to the shareholder's
account. The Bank reserves the right to dishonor checks in amounts exceeding
the value of the shareholder's account at the time the check is presented for
payment.
Neither the Bank nor the Fund shall incur any liability for honoring my (our)
redemption checks, or for effecting redemptions pursuant to the Check
Redemption Service or for returning checks which have not been honored. The
Bank and the Fund shall be liable only for their own negligence.
I (we) understand and agree that this Check Redemption Service is in all
respects subject to the procedures, rules and regulations of the Bank
governing checking accounts, and also to the terms and conditions in the
Fund's current Prospectus and Statement of Additional Information, and that
the Bank and the Fund reserve the right to change, modify or terminate the
Service at any time upon written notification mailed to my (our) address of
record.
<PAGE>
They have received a comparable short-term or other
rating.
They are unrated securities that the manager
believes are of comparable quality to investment
grade securities.
- --------------------------------------------------------------------------------
HIGH YIELD, LOWER QUALITY SECURITIES
High Yield Bond Fund, Strategic Bond Fund and Total Return Fund. Each of the
following funds only to a limited extent: Asia Growth Fund, Capital Fund and
Investors Fund
Each of these funds may invest in fixed income
securities that are high yield, lower quality
securities rated by a rating organization below its
top four long-term rating categories or unrated
securities determined by the manager to be of
equivalent quality. The issuers of lower quality
bonds may be highly leveraged and have difficulty
servicing their debt, especially during prolonged
economic recessions or periods of rising interest
rates. The prices of lower quality securities are
volatile and may go down due to market perceptions of
deteriorating issuer creditworthiness or economic
conditions. Lower quality securities may become
illiquid and hard to value in down markets.
- --------------------------------------------------------------------------------
MUNICIPAL OBLIGATIONS
New York Municipal Money Market Fund and National Intermediate Municipal Fund
Each of these funds invests primarily in municipal
obligations, which are debt obligations issued by or
on behalf of states, cities, municipalities and other
public authorities. The interest on these securities
is exempt from regular federal income tax and, in
some cases, state and local personal income tax. The
two principal classifications of municipal
obligations are 'general obligation' securities and
'revenue' securities. General obligation securities
are secured by the issuer's pledge of its full faith,
credit and taxing power for the payment of principal
and interest. Revenue securities are payable only
from the revenues derived from a particular facility
or class of facilities or, in some cases, from the
proceeds of a special excise tax or other specific
revenue source such as the user of a facility being
financed. Revenue securities may include private
activity bonds. Private activity bonds may be issued
by or on behalf of public authorities to finance
various privately operated facilities and are not
payable from the unrestricted revenues of the issuer.
As a result, the credit quality of private activity
bonds is frequently related directly to the credit
standing of private corporations or other entities.
The secondary market for municipal obligations may be
less liquid than for most taxable fixed income
securities which may limit the fund's ability to buy
and sell these obligations at times and prices the
manager believes would be advantageous. There may be
less information available about the financial
condition of an issuer of municipal obligations than
about issuers of other publicly traded securities.
Also, state and federal bankruptcy laws could hinder
the fund's ability to recover interest or principal
in the event of a default by the issuer.
- --------------------------------------------------------------------------------
FOREIGN AND EMERGING MARKET INVESTMENTS
All funds except National Intermediate Municipal Fund, New York Municipal Money
Market Fund and U.S. Government Income Fund
Each of these funds may invest in foreign securities,
although the foreign investments of Cash Management
Fund are limited to U.S. dollar denominated
investments issued by foreign branches of U.S. banks
and by U.S. and foreign branches of foreign banks.
Investing in foreign issuers may involve unique risks
compared to investing in the securities of U.S.
issuers. Some of these risks do not apply to larger
more developed countries. These risks are more
pronounced to the extent the fund invests in issuers
in countries with emerging markets or if the fund
invests significantly in one country. These risks may
include:
Salomon Brothers Investment Series - 35
<PAGE>
Asia Growth Fund, High Yield Bond Fund, International Equity Fund, Strategic
Bond Fund and Total Return Fund may invest in emerging issuers.
Less information about non-U.S. issuers or markets
may be available due to less rigorous disclosure and
accounting standards or regulatory practices.
Many non-U.S. markets are smaller, less liquid and
more volatile than U.S. markets. In a changing
market, the manager may not be able to sell the
fund's portfolio securities in amounts and at prices
the manager considers reasonable.
The U.S. dollar may appreciate against non-U.S.
currencies or a foreign government may impose
restrictions on currency conversion or trading.
The economies of non-U.S. countries may grow at a
slower rate than expected or may experience a
downturn or recession.
Economic, political and social developments that
adversely affect the securities markets.
Foreign governmental obligations involve the risk of
debt moratorium, repudiation or renegotiation and
the fund may be unable to enforce its rights against
the issuers.
- --------------------------------------------------------------------------------
SOVEREIGN GOVERNMENT AND SUPRANATIONAL DEBT
All funds except Cash Management Fund, National Intermediate Municipal Fund,
New York Municipal Money Market Fund, Small Cap Growth Fund and U.S. Government
Income Fund
Each of these funds may invest in all types of fixed
income securities of governmental issuers in all
countries, including emerging markets. These
sovereign debt securities may include:
Fixed income securities issued or guaranteed by
governments, governmental agencies or
instrumentalities and political subdivisions located
in emerging market countries.
Fixed income securities issued by government owned,
controlled or sponsored entities located in emerging
market countries.
Interests in entities organized and operated for the
purpose of restructuring the investment
characteristics of instruments issued by any of the
above issuers.
Brady Bonds, which are debt securities issued under
the framework of the Brady Plan as a means for
debtor nations to restructure their outstanding
external indebtedness.
Fixed income securities issued by corporate issuers,
banks and finance companies located in emerging
market countries.
Participations in loans between emerging market
governments and financial institutions.
Fixed income securities issued by supranational
entities such as the World Bank or the European
Economic Community. A supranational entity is a
bank, commission or company established or
financially supported by the national governments of
one or more countries to promote reconstruction or
development.
Salomon Brothers Investment Series - 36
<PAGE>
DERIVATIVES AND HEDGING TECHNIQUES
All funds except Cash Management Fund, National Intermediate Municipal Fund,
New York Municipal Money Market Fund and U.S. Government Income Fund
Each of these funds may, but need not, use derivative
contracts, such as futures and options on securities,
securities indices or currencies; options on these
futures; forward currency contracts; and interest
rate or currency swaps. These funds do not use
derivatives as a primary investment technique and
generally limit their use to hedging. However, these
funds may use derivatives for any of the following
purposes:
To hedge against the economic impact of adverse
changes in the market value of its securities, due
to changes in stock market prices, currency exchange
rates or interest rates
As a substitute for buying or selling securities
To enhance the fund's return as a non-hedging
strategy that may be considered speculative
A derivative contract will obligate or entitle a fund
to deliver or receive an asset or cash payment that
is 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 credit risk as
issuers of fixed income securities. Derivatives can
also make a fund less liquid and harder to value,
especially in declining markets.
-----------------------------------------------------------------------------
TEMPORARY DEFENSIVE
INVESTING
Each 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 a fund takes a temporary
defensive position, it may be unable to achieve its
investment goal.
- --------------------------------------------------------------------------------
PORTFOLIO TURNOVER
Each fund may engage in active and frequent trading
to achieve its principal investment strategies.
Frequent trading also increases transaction costs,
which could detract from a fund's performance.
- --------------------------------------------------------------------------------
MANAGEMENT
Salomon Brothers Asset Management Inc is the investment manager for each fund.
Together with its affiliates, the manager provides a broad range of fixed income
and equity investment advisory services to various individuals located
throughout the world. The manager's principal address is 7 World Trade Center,
New York, New York 10048. It is a wholly-owned subsidiary of Citigroup, Inc.
Citigroup businesses produce 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. Salomon
Brothers Asset Management Limited, an affiliate of the manager, provides
advisory services to the manager in connection with Strategic Income Fund's
transactions in currencies and non-dollar denominated debt securities. Its
principal address is Victoria Plaza, 111
Salomon Brothers Investment Series - 37
<PAGE>
Buckingham Palace Row, London SW1W 0SB England. Salomon Brothers Asia Pacific
Limited is subadviser to the Asia Growth Fund and manages the Asia Growth Fund's
assets under the supervision of the manager. Its principal address is Three
Exchange Square, Hong Kong. Neither Salomon Brothers Asset Management Limited or
Salomon Brothers Asia Pacific Limited is compensated by the funds for its
services. Citibank, N.A. is subadviser to the Large Cap Growth Fund and
International Equity Fund and manages each fund's assets under the supervision
of the manager. Its principal address is 153 East 53rd Street, New York,
New York. Citibank is a wholly-owned subsidiary of Citigroup Inc. and,
together with its affiliates, managed more than $290 billion in assets as of
December 31, 1998.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
FUND PORTFOLIO MANAGER SINCE PAST 5 YEARS' BUSINESS EXPERIENCE
<S> <C> <C> <C> <C>
Asia Growth Giampaolo G. Inception director of Salomon Brothers Asset Management
Fund Guarnieri Asia Pacific Limited since April 1995; senior
portfolio investment manager at Credit
Agricole Asset Management Limited
- --------------------------------------------------------------------------------------------------------------------
Capital Fund Ross S. Margolies Inception managing director of the manager
Robert M. Donahue, Jr. July 1998 director and equity analyst with the manager;
analyst at Gabelli & Company prior to 1997
- --------------------------------------------------------------------------------------------------------------------
High Yield Peter J. Wilby Inception managing director of the manager
Bond Fund
- --------------------------------------------------------------------------------------------------------------------
International
Equity Fund
Investors Ross S. Margolies July 1998 managing director of the manager
Fund John B. Cunningham July 1998 director of the manager
- --------------------------------------------------------------------------------------------------------------------
Large Cap
Growth Fund
National Thomas A. Croak August 1998 vice president of the manager
Intermediate Robert E. Amodeo August 1998 director of the manager
Municipal
Fund
- --------------------------------------------------------------------------------------------------------------------
New York Charles K. Bardes August 1998 vice president of the manager
Municipal Thomas A. Croak August 1998 vice president of the manager
Money
Market Fund
- --------------------------------------------------------------------------------------------------------------------
Small Cap Pamela P. Milunovich Inception director of the manager
Growth Fund
- --------------------------------------------------------------------------------------------------------------------
Strategic Peter J. Wilby Inception managing director of the manager
Bond Roger Lavan Inception director of the manager
Fund David Scott Inception managing director of the manager
Total Return George J. Williamson July 1998 director of the manager
Fund
- --------------------------------------------------------------------------------------------------------------------
U.S. Roger Lavan Inception director of the manager
Government
Income Fund
THE PORTFOLIO
MANAGERS
The portfolio managers
are primarily
responsible for the
day-to-day operation of
the funds indicated
beside their names and
business experience.
</TABLE>
Salomon Brothers Investment Series - 38
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
ACTUAL ACTUAL
MANAGEMENT MANAGEMENT
FEE PAID DURING THE FEE PAID DURING THE MOST
MOST RECENT FISCAL YEAR* RECENT FISCAL YEAR*
<S> <C> <C> <C> <C>
Asia Growth 0.00% New York Municipal 0.20%
Fund Money Market Fund
Capital Fund 0.90% Small Cap Growth Fund 0.80%**
Cash 0.08% Strategic Bond Fund 0.56%
Management
Fund
High Yield Bond 0.67% Total Return Fund 0.23%
Fund
International %**
Equity Fund
Investors Fund 0.52% U.S. Government 0.00%
Income Fund
Large Cap %**
Growth Fund
National 0.00%
Intermediate
Municipal Fund
MANAGEMENT FEES
SBAM was established in
1987 and together with
SBAM affiliates in
London, Frankfurt,
Tokyo and Hong Kong,
provides a broad range
of fixed income and
equity investment
services to individuals
and institutional
clients throughout the
world. As of January
31, 1999, SBAM and its
affiliates managed
billion of assets.
approximately $27
</TABLE>
*Fee may be less than the contractual rate due to expense limitations.
**Before waivers or reimbursement of expenses.
The Investors Fund pays the manager a fee that varies based upon the investment
performance of the fund compared to the Standard and Poor's 500 Index. The base
fee is determined as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL FEE RATE
<S> <C>
First $350 million .650%
Next $150 million .550%
Next $250 million .525%
Next $250 million .500%
Over $1 billion .450%
</TABLE>
At the end of each calendar quarter for each percentage point of difference
between the investment performance of the class of shares of the Investors Fund
which has the lowest performance for the period and the S&P 500
Index over the last prior 12 month period this base fee is adjusted upward or
downward by the product of (i) 1/4 of .01% multiplied by (ii) the average daily
net assets of the Investors Fund for the 12 month period. If the amount by
which the Investors Fund outperforms or underperforms the S&P 500 Index is not
a whole percentage point, a pro rata adjustment will be made. However, there
will be no performance adjustment unless the investment performance of the
Investors Fund exceeds or is exceeded by the investment record of the S&P 500
Index by at least one percentage point. The maximum quarterly adjustment is
0.025%, which would occur if the Investor Fund's performance exceeds or is
exceeded by the S&P 500 Index by ten or more percentage points.
Salomon Brothers Investment Series - 39
<PAGE>
<TABLE>
<S> <C>
CFBDS, Inc. a registered broker-dealer, serves as each fund's distributor. DISTRIBUTOR
- --------------------------------------------------------------------------------------------------------------------
SSBC Fund Management Inc. ('SSBC'), an affiliate of the manager, serves as administrator for ADMINISTRATOR
each fund. For its services as administrator, each fund pays SSBC a fee at an annual rate of
0.05% of the applicable fund's average daily net assets. Capital Fund, Investors Fund and
Small Cap Fund pay this fee to the manager, who in turns pays SSBC.
- --------------------------------------------------------------------------------------------------------------------
Information technology experts are concerned about computer systems' ability to process YEAR 2000 ISSUE
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 funds. The manager, administrator and
distributor are addressing the Year 2000 issue for their systems. Issuers of municipal
securities and issuers located outside of the U.S. may be more susceptible to the risks
associated with the year 2000 issue. The manager considers, when appropriate, the Year 2000
readiness of issuers of securities held by the funds. Each fund has been informed by other
service providers that they are taking similar measures. Although the funds do not expect the
Year 2000 issue to adversely affect them, the funds cannot guarantee that the efforts of each
fund (limited to requesting and receiving reports from its service providers) or their service
providers to correct the problem will be successful.
- --------------------------------------------------------------------------------------------------------------------
SMALL CAP GROWTH FUND
The manager served as an investment adviser for a private proprietary account for the period PRIOR
October 10, 1997 through July 1, 1998, which is the date the Small Cap Growth Fund commenced PERFORMANCE
operations. The private account was managed according to the same investment objective and
substantially similar policies and strategies as have been adopted for the Small Cap Growth
Fund. As of July 1, 1998, the private account had $3.3 million in assets. The private account
was not charged any management fee or administrative expenses and generated a total return for
the period October 10, 1997 to July 1, 1998 of 10.89%. This total return figure has been
computed in accordance with the Securities and Exchange Commission's standardized formula. The
private account was not permitted to participate in initial public offerings (IPO's), and
therefore received no performance benefit from IPO's. The Small Cap Growth Fund does
participate in IPO's. Otherwise, the private account was managed in accordance with the same
diversification requirements, tax restrictions and other investment limitations imposed on the
Small Cap Growth Fund.
The total return figure for the private account is intended to provide investors with
information about the historical experience of the manager in managing a small cap growth
portfolio. The performance of the private account is not that of the Small Cap Growth Fund and
is not necessarily indicative of the Small Cap Growth Fund's future performance.
</TABLE>
Salomon Brothers Investment Series - 40
<PAGE>
<TABLE>
<S> <C>
INTERNATIONAL EQUITY FUND AND
LARGE CAP GROWTH FUND
Citibank, N.A., the subadviser of the International Equity Fund and the Large Cap Growth Fund
manages assets of numerous client accounts that have investment objectives and strategies that
are similar to those of the respective fund it manages. These client accounts consist of
institutions and/or other mutual funds. Listed below is 'composite performance' for the
subadviser with regard to each of these similarly managed accounts. Composite performance is
essentially the subadviser's 'average' performance with regard to such accounts, net of fees
and expenses. The composite performance shown below is based on a composite of all accounts of
the subadviser having substantially similar investment objectives and strategies as the
corresponding fund and is provided to illustrate the past performance of the subadviser in
managing similar accounts and does not represent the performance of any fund. You should
realize that this past performance is not an indication of future performance of any fund or
the subadviser.
</TABLE>
NET ANNUALIZED RETURNS AS OF JUNE 30, 1999
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
ONE YEAR THREE YEAR FIVE YEAR TEN YEAR SINCE
INVESTMENT OBJECTIVE RETURNS RETURNS RETURNS RETURNS INCEPTION
<S> <C> <C> <C> <C> <C> <C>
International Equity
Large Cap Growth
</TABLE>
The accounts that are included in the composite performance information above
are not subject to the same types of expenses of any fund and may be lower than
the corresponding fund's anticipated expenses. If such accounts had expenses
similar to a fund's, the performance of the composite may have been lower than
the results shown above.
Salomon Brothers Investment Series - 41
<PAGE>
- --------------------------------------------------------------------------------
CHOOSING A SHARE CLASS TO BUY
<TABLE>
<S> <C>
SHARE You can choose between three classes of shares: Class A, B or 2. If you already own Class O
CLASSES shares of a fund, you may also be eligible to purchase additional Class O 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:
How much you plan to invest
How long you expect to own the shares
The expenses paid by each class
Whether you qualify for any reduction or waiver of sales charges
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
INVESTMENT Minimum initial investment amounts vary depending on the nature of your investment account.
MINIMUMS
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
INITIAL INVESTMENT ADDITIONAL INVESTMENTS
CLASSES A, B AND 2 ALL CLASSES
<S> <C> <C>
General $250 $50
Individual Retirement Accounts, Self Employed Retirement $50 $50
Plans, Uniform Gift to Minor Accounts
Qualified Retirement Plans $50 $50
Monthly Systematic Investment Plans $25 $50
Pre-authorized Check Plan $25 $50
</TABLE>
Qualified Retirement Plans are qualified under Section 403(b)(7) or Section
401(a) of the Internal Revenue Code, including 401(k) plans
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------------
COMPARING Your Financial Consultant can help you decide which class meets your goals. Your Financial
CLASSES Consultant may receive different compensation depending upon which class you choose.
- --------------------------------------------------------------------------------------------------------------------
DISTRIBUTION The funds each have adopted Rule 12b-1 distribution plans for their Class A, B and 2 shares.
PLANS Under each plan, the fund pays distribution and service fees. These fees are an ongoing
expense and over time, may cost you more than other types of sales charges.
</TABLE>
Salomon Brothers Investment Series - 42
<PAGE>
<TABLE>
CLASS A CLASS B CLASS 2 CLASS O
<S> <C> <C> <C> <C>
KEY FEATURES Initial sales No initial sales Initial sales Only available to
charge charge charge is lower existing Class O
You may qualify for Deferred sales charge than Class A shareholders
reduction or waiver declines over time Deferred sales No initial or
of initial sales Converts to Class A charge for only 1 deferred sales
charge after 7 years year charge
Lower annual Higher annual Higher annual Lower annual
expenses than expenses than expenses than expenses than the
Class B and Class 2 Class A Class A other classes
- --------------------------------------------------------------------------------------------------------------------
INITIAL SALES Up to 5.75%/4.75%*, None 1.00% None
CHARGE reduced or waived for
large purchases and
certain investors. No
charge for purchases
of $1 million or more
- --------------------------------------------------------------------------------------------------------------------
DEFERRED SALES 1%** on purchases of Up to 5.00%** charged 1%** if you redeem None
CHARGE $1 million or more if when you redeem within 1 year of
you redeem within 1 shares. The charge is purchase
year of purchase reduced over time and
there is no deferred
sales charge after 6
years
- --------------------------------------------------------------------------------------------------------------------
ANNUAL 0.25%*** of average 1.00%*** of average 0.75%/1.00%*** of None
DISTRIBUTION AND daily net assets daily net assets average daily net
SERVICE FEES assets
- --------------------------------------------------------------------------------------------------------------------
EXCHANGEABLE Class A shares of any Class B shares of any Class 2 shares of any Class O shares of any
INTO** of the other funds of the other funds of the other funds of the other funds
</TABLE>
* Class A shares of all of the funds except for the money market funds (Cash
Management Fund and New York Municipal Money Market Fund) are offered either
with a 5.75% (International Equity, Total Return, Large Cap Growth, Small Cap
Growth, Asia Growth, Investors and Capital Funds) or 4.75% (National
Intermediate Municipal, U.S. Government Income, High Yield Bond and Strategic
Bond Funds) initial sales charge.
** Class A shares of the money market funds are not subject to a sales charge at
the time of purchase. If you subsequently exchange shares of either of the money
market funds for shares of another fund, a sales charge may be payable on Class
A shares. Class B and Class 2 shares of the money market funds are not subject
to a deferred sales charge unless the shares are obtained by exchange of shares
from another fund which was acquired subject to a deferred sales charge. If you
subsequently exchange Class B or Class 2 shares of a money market fund for
shares of another fund, a deferred sales charge may become applicable in the
case of Class B and an initial and a deferred sales charge may become applicable
in the case of Class 2 shares. The period during which the shares are held in
the money market funds are excluded from the holding period for determining the
deferred sales charge and conversion to Class A shares.
*** All of the funds except for the money market funds pay a service fee with
respect to Class A shares of 0.25% of average daily net assets and a service and
distribution fee with respect to Class B shares of 1.00% of average daily net
assets. All of the funds except for the money market funds pay a service and
distribution fee with respect to Class 2 shares of either 0.75% (High Yield
Bond, National Intermediate Municipal, Strategic Bond and U.S. Government Income
Funds) or 1.00% (Asia Growth, Capital, Investors, Small Cap Growth and Total
Return Funds) of average daily net assets.
Salomon Brothers Investment Series - 43
<PAGE>
- --------------------------------------------------------------------------------
CLASS A SALES CHARGE
No sales charge is imposed on the sale of Class A shares of Cash Management Fund
or New York Municipal Money Market Fund. The table below indicates the sales
charge on Class A shares of Asia Growth Fund, Capital Fund, International Growth
Fund, Investors Fund, Large Cap Growth Fund, Small Cap Growth Fund and Total
Return Fund.
<TABLE>
<CAPTION>
<S> <C> <C>
sales charge as sales charge as
Amount of investment % of offering price % of net amount
Less than $50,000 5.75% 6.10%
$50,000 but less than $100,000 4.50% 4.71%
$100,000 but less than 4.00% 4.17%
$250,000 but less than 2.75% 2.83%
$500,000 but less than 2.25% 2.30%
$1 million or more* -0- -0-
</TABLE>
* You do not pay an initial sales charge when you buy $1 million 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%.
The following table indicates the sales charge on Class A Shares of High Yield
Fund, National Intermediate Municipal Fund, Strategic Bond Fund and U.S.
Government Income Fund.
<TABLE>
<CAPTION>
<S> <C> <C>
sales charge as sales charge as
Amount of investment % of offering price % of net amount
Less than $50,000 4.75% 4.99%
$50,000 but less than $100,000 4.50% 4.71%
$100,000 but less than 4.00% 4.17%
$250,000 but less than 2.75% 2.83%
$500,000 but less than $1 2.25% 2.30%
$1 million or more* -0- -0-
</TABLE>
*You do not pay an initial sales charge when you buy $1 million 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 several ways you can
combine multiple purchases of Class A shares of the funds (excluding shares of
the Cash Management Fund or the New York Municipal Money Market Fund) to take
advantage of the breakpoints in the sales charge schedule.
Accumulation privilege -- lets you add the current value of Class A shares of
the funds already owned by you or your spouse and your children under the age of
21 (except for Cash Management Fund and New York Municipal Money Market Fund) to
the amount of your next purchase of Class A shares for purposes of calculating
the sales charge. You must notify the transfer agent in writing of all share
accounts to be considered in exercising this right of accumulation.
CLASS A SALES
CHARGE
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 that 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
Financial Consultant or consult the SAI.
Salomon Brothers Investment Series - 44
<PAGE>
Group purchase -- lets you combine the current value of Class A shares
purchased by employees (and partners) of the same employer as a group for
purposes of calculating the initial sales charge. To be eligible, all purchases
must be made pursuant to an employer or partnership sanctioned plan meeting
certain requirements set forth in the SAI.
Letter of intent -- lets you purchase Class A shares of the funds over a
13-month period and pay the same sales charge, if any, as if all shares had been
purchased at once. All Class A shares (excluding Class A shares of the Cash
Management Fund and New York Municipal Money Market Fund) previously purchased
and still beneficially owned by you or your spouse and children under the age of
21 may, upon written notice to the transfer agent, also be included at the
current net asset value to reach a sales charge reduction. The effective date of
a letter of intent may be back-dated up to 90 days so that any investments made
during this 90-day period, valued at the purchaser's cost, can be applied to the
fulfillment of the letter of intent goal.
WAIVERS FOR CERTAIN CLASS A INVESTORS. Class A initial sales charges are waived
for certain types of investors, including:
directors and officers of any fund sponsored by Citigroup or any of its
subsidiaries and their immediate families (i.e., spouse, children, mother or
father).
employees of the manager and their immediate families, or any full-time
employee or registered representative of the distributor or of broker-dealers
having dealer agreements with the distributor ('Selling Broker') and their
immediate families (or any trust, pension, profit sharing or other benefit plan
for the benefit of such persons).
any full-time employee of a bank, savings and loan, credit union or other
financial institution that utilizes a Selling Broker to clear purchases of the
funds' shares and their immediate families.
participants in certain 'wrap-fee,' or asset allocation programs or other fee
based arrangements sponsored by broker-dealers and other financial institutions
that have entered into agreements with the distributor.
any accounts established on behalf of registered investment advisers or their
clients by broker-dealers that charge a transaction fee and that have entered
into agreements with the distributor.
separate accounts used to fund certain unregistered variable annuity contracts
or Section 403(b) or 401(a) or (k) accounts.
Salomon Brothers Investment Series - 45
<PAGE>
- --------------------------------------------------------------------------------
CLASS B 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. Class B shares of the Cash Management Fund and
New York Municipal Money Market Fund are not subject to a
deferred sales charge if they were not acquired upon exchange
for Class B shares of another fund.
CLASS B DEFERRED SALES CHARGE
CLASS B CDSC TABLE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
DEFERRED SALES CHARGE AS A
PERCENTAGE OF DOLLAR
YEAR(S) SINCE PURCHASE ORDER AMOUNT SUBJECT TO CHARGE
<S> <C>
1st year 5 %
1 year or more but less than 2 years 4 %
2 years or more but less than 4 years 3 %
4 years or more but less than 5 years 2 %
5 years or more but less than 6 years 1 %
6 or more years 0 %
</TABLE>
The deferred sales charge decreases as the number of years since your purchase
increases.
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. In
addition, you do not pay a deferred sales charge on shares
exchanged for shares of another fund, shares representing
reinvested distributions and dividends or shares no longer
subject to the deferred sales charge. All purchases during a
month are deemed to have been made on the last day of that
month for purposes of determining the contingent deferred
sales charge.
If you want to learn more about additional deferred sales charges and waivers of
deferred sales charges, contact your Financial Consultant or consult the SAI.
Shares are redeemed in this order:
Shares that represent appreciation
Shares representing reinvested distributions and dividends
Other shares that are not subject to the deferred sales
charge
Class B shares held longest
Deferred sales charges are not imposed at the time you
exchange shares for shares of another fund.
DEFERRED SALES CHARGE WAIVERS. The deferred sales charge for
each share class will generally be waived in connection with:
Redemptions made following the death or disability (as
defined in the Internal Revenue Code) of a shareholder.
Redemptions effected pursuant to each fund's right to
liquidate a shareholder's account if the aggregate net asset
value of the shares held in the account is less than the
applicable minimum account size.
A tax-free return of an excess contribution to any retirement
plan.
Exchanges.
Automatic cash withdrawals in amounts equal to or less than
12% annually or 2% monthly of their initial account balances
(see automatic withdrawal plan in the SAI).
Redemptions of shares in connection with mandatory
post-retirement distributions and withdrawals from retirement
plans or IRAs.
Redemption proceeds from other funds that are reinvested
within 60 days of
Salomon Brothers Investment Series - 46
<PAGE>
the redemption (see reinstatement privilege in the SAI).
Certain redemptions of shares of a fund in connection with
lump-sum or other distributions made by eligible retirement
plans.
Redemption of shares by participants in certain 'wrap-fee' or
asset allocation programs sponsored by broker-daealers and
other financial institutions that have entered into
agreements with the distributor or the manager.
CLASS B CONVERSION. After seven years, Class B shares
automatically convert into Class A shares. This helps you
because Class A shares have lower annual expenses. Class B
shares of the Cash Management Fund and New York Municipal
Money Market Fund do not convert to Class A shares because
they have the same annual expenses. Your Class B shares will
convert to Class A shares as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
SHARES ISSUED AT INITIAL SHARES ISSUED ON SHARES ISSUED UPON EXCHANGE
PURCHASE REINVESTMENT OF FROM ANOTHER FUND
DISTRIBUTIONS AND
DIVIDENDS
<S> <C> <C>
Seven years after the date of In same proportion that the On the date the shares
purchase number of Class B shares originally acquired would
converting is to total Class have converted into Class A
B shares you own shares
</TABLE>
MONEY MARKET FUNDS. The periods of time that your shares are
held in the Cash Management Fund or the New York Municipal
Money Market Fund are excluded for determining the holding
period for conversion and calculation of the deferred sales
charge.
PURCHASES PRIOR TO SEPTEMBER 14, 1998. Class B shares of a
fund purchased prior to September 14, 1998 will continue to be
subject to the deferred sales charge schedules and conversion
features in effect at the time such purchase was made. Shares
purchased with reinvested dividend or capital gain
distributions relating to shares purchased prior to September
14, 1998 will be subject to the deferred sales charge
schedules and conversion features in effect at the time the
original shares were purchased. Shares of a fund acquired as a
result of an exchange of shares purchased prior to September
14, 1998 will also be subject to the deferred sales charge
schedules and conversion features in effect at the time the
original shares were purchased.
------------------------------------------------------------------------------
CLASS 2 SALES CHARGE
You buy Class 2 shares at the offering price, which is the net asset value plus
a sales charge of 1% (1.01% of the net amount invested). In addition, if you
redeem your Class 2 shares within one year of purchase, you will pay a deferred
sales charge of 1%. The periods of time that your shares are held in the Cash
Management Fund or the New York Municipal Money Market Fund are excluded for
purposes of determining your holding period for the deferred sales charge.
Effective September 14, 1998, Class C shares were renamed Class 2 shares.
PURCHASES PRIOR TO SEPTEMBER 14, 1998. Class 2 shares of a fund purchased prior
to September 14, 1998 will continue to be subject to the deferred sales charge
schedules in effect at the time such purchase was made. Shares purchased with
reinvested dividend or capital gain distributions relating to shares purchased
prior to September 14, 1998 will be subject to the deferred sales charge
schedules in effect at the time the original shares were purchased. Shares of a
fund acquired as a result of an exchange of shares purchased prior to September
14, 1998 will also be subject to the deferred sales charge schedules in effect
at the time the original shares were purchased.
Salomon Brothers Investment Series - 47
<PAGE>
- --------------------------------------------------------------------------------
BUYING SHARES AND EXCHANGING SHARES
BUYING SHARES
BY MAIL
You may make subsequent purchases by mail or, if you elect, by telephone
Shares of each fund may be initially purchased through First
Data Investor Services Group, Inc. ('FDISG' or the 'transfer
agent') by completing a Purchase Application and forwarding
it to the transfer agent. Shares may also be purchased from
selected dealers in accordance with procedures established by
the dealer.
Subsequent investments may be made by mailing a check to the
transfer agent, along with the detachable stub from your
Statement of Account (or a letter providing the account
number) or through a selected dealer. If an investor's
purchase check is not collected, the purchase will be
cancelled and the transfer agent will charge a $10 fee to the
shareholder's account. There is a ten day hold on all checks
and no redemptions are allowed until the proceeds from the
check clears.
Write the transfer agent at the following address:
[name of fund]
c/o FDISG
P.O. Box 9764
Providence, RI 02940-9764
- --------------------------------------------------------------------------------
BUYING SHARES
BY WIRE
Subsequent investments may also be made by wiring funds to the
transfer agent. Prior notification by telephone is not
required. You should instruct the wiring bank to transmit the
specified amount in federal funds to:
Boston Safe Deposit and Trust Company
Boston, MA
ABA No. 011-001-234
Account #142743
Attn: [name of fund]
Name of Account:
Account # (as assigned):
To ensure prompt credit to their accounts, investors or their
dealers should call (800) 446-1013 with a reference number for
the wire. Shareholders should note that their bank may charge
a fee in connection with transferring money by bank wire.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
ALL FUNDS EXCEPT CASH PURCHASE IS EFFECTIVE
MANAGEMENT FUND AND
NEWYORK MUNICIPAL MONEYMARKET FUND
<S> <C> <C>
If order and federal funds or check is
received by fund or its agent before
4:00 p.m. Eastern time: On that day
Payment wired in federal On the business day following receipt
funds or check received If order and federal funds or check
is received by fund or its agent after
the close of New York Stock Exchange:
</TABLE>
Salomon Brothers Investment Series - 48
<PAGE>
<TABLE>
- --------------------------------------------------------------------------------------------------------------------
CASH MANAGEMENT FUND PURCHASE IS EFFECTIVE DIVIDENDS BEGIN
AND NEW YORK MUNICIPAL
MONEY MARKET FUND
<S> <C> <C> <C>
If order and federal
funds or check is
received by fund or its
agent before noon,
Eastern time:
Payment wired in federal At noon, Eastern time on,
funds or check received that day On that day
If order and federal
funds or check is
received by fund or its
agent after noon, Eastern At close of New York On the next business day
time: Stock Exchange on after effectiveness
that day
</TABLE>
SYSTEMATIC
INVESTMENT
PLAN
You may authorize the transfer agent to automatically transfer
funds on a periodic basis (monthly, alternative months,
quarterly) from a regular bank account or other financial
institution to buy shares of a fund. On or about the 10th of
the month, the fund will debit the bank account in the
specified amount (minimum of $25 per draft) and the proceeds
will be invested at the applicable offering price determined
on the date of the debit. In order to set up a plan, your bank
must be a member of the Automated Clearing House.
Amounts transferred should be at least $25 monthly.
If you do not have sufficient funds in your bank account on a
transfer date, the transfer agent may charge you a fee.
For more information, contact your Financial Consultant or
consult the SAI.
- --------------------------------------------------------------------------------
EXCHANGE
PRIVILEGE
You may exchange shares of any fund for shares of the same
class of another fund.
Your fund may suspend or terminate your exchange privilege if
you engage in an excessive pattern of exchanges.
Shares are eligible for exchange commencing 30 days after
purchase.
Generally, your Class A shares will not be subject to an
initial sales charge at the time of the exchange. A sales
charge, if applicable, will be imposed upon Class A shares of
a fund issued upon exchange for Class A shares of Cash
Management Fund or New York Municipal Money Market Fund
unless you acquired the shares of the Cash Management Fund or
New York Municipal Money Market Fund through an exchange of
shares with respect to which you had previously paid a sales
charge.
If you exchange Class B shares of a fund, those shares will
not be subject to a contingent deferred sales charge at the
time of the exchange but those shares will be subject to any
applicable contingent deferred sales charge upon ultimate
redemption. Your deferred sales charge (if any) will continue
to be measured from the date of original purchase. In the
case of Class B shares of Cash Management Fund or New York
Municipal Money Market Fund that are not subject to a
deferred sales charge at the time of exchange, these shares
will be subject to the contingent deferred sales charge of
the acquired fund. Any deferred sales charge and conversion
period excludes the time the shares were held in the Cash
Management Fund or the New York Municipal Money Market Fund.
Generally, if you exchange Class 2 shares of a fund, those
shares will not be subject to an initial or deferred sales
Salomon Brothers Investment Series - 49
<PAGE>
charge at the time of exchange but those shares will be
subject to any applicable contingent deferred sales charge
upon ultimate redemption. Your deferred sales charge (if any)
will continue to be measured from the date of original
purchase. In the case of Class 2 shares of Cash Management
Fund or New York Municipal Money Market Fund with respect to
which a sales charge has not been applicable, those shares
will be subject to an initial sales charge of 1.00% at the
time of exchange and will be subject to the contingent
deferred sales charge of the acquired fund. Any deferred
sales charges exclude the time the shares were held in the
Cash Management Fund and the New York Municipal Money Market
Fund.
You may exchange shares by telephone if you elect telephone
exchanges on your Purchase Application. Telephone exchanges
are subject to the same limitations as telephone redemptions.
- --------------------------------------------------------------------------------
SYSTEMIC
EXCHANGE
You may request that shares of any class of a fund be
exchanged monthly for shares of the same class of any other
fund. A predetermined dollar amount of at least $50 per
exchange will then occur on or about the 15th of each month in
accordance with the instruction provided in your Purchase
Application or in the Systematic Investing Application.
- --------------------------------------------------------------------------------
REDEEMING SHARES
<TABLE>
<S> <C>
You may redeem some or all of your shares by sending your redemption request in proper form REDEMPTIONS BY MAIL
to:
First Data Investor Services Group, Inc.
c/o FDISG
P.O. Box 9764
Providence, RI 02940-9764.
The written request for redemption must be in good order. This means that you have provided Generally, a properly
the following information. Your request will not be processed without this information. completed Redemption
Name of the fund Form with any required
Account number signature guarantee is
Dollar amount or number of shares to redeem all that is required
Signature of each owner exactly as account is registered for a redemption. In
Other documentation required by the transfer agent some cases, however,
To be in good order, your request must include a signature guarantee if: other documents may be
The proceeds of the redemption exceed $50,000 necessary.
The proceeds are not paid to the record owner(s) at the record address
The shareholder(s) has had an address change in the past 45 days
The shareholder(s) is a corporation, sole proprietor, partnership, trust or fiduciary
You can obtain a signature guarantee from most banks, dealers, brokers, credit unions and
federal savings and loans, but not from a notary public.
- ---------------------------------------------------------------------------------------------------------------------
<S> <C>
You may redeem shares by fax only if a signature guarantee or other documentary evidence is REDEMPTIONS BY FAX
not required. Redemption requests should be properly signed by all owners of the account
and faxed to the transfer agent at (508) 871-9503. If fax redemptions are not available for
any reason, you may use the fund's redemption by mail procedure described above.
</TABLE>
Salomon Brothers Investment Series - 50
<PAGE>
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------------------------------------------------
In all cases, your redemption price is the net asset value next determined after your REDEMPTION PAYMENTS
request is received in good order. Redemption proceeds normally will be sent within seven ANY REQUEST THAT YOUR
days. However, if you recently purchased your shares by check, your redemption proceeds REDEMPTION PROCEEDS BE
will not be sent to you until your original check clears. Your redemption proceeds can be SENT TO A DESTINATION
sent by check to your address of record or by wire transfer to a bank account designated on OTHER THAN YOUR BANK
your application. ACCOUNT OR ADDRESS OF
If shares of Cash Management Fund or New York Municipal Money Market Fund are redeemed RECORD MUST BE IN
before noon, Eastern time, you will not receive that day's dividends. You will receive that WRITING AND MUST
day's dividends if you redeem after noon, Eastern time. INCLUDE SIGNATURE
GUARANTEES
- ---------------------------------------------------------------------------------------------------------------------
You may transmit your redemption request to selected dealers with which the distributor has REDEMPTIONS THROUGH
entered into sales agreements for the purchase of shares of the funds. Redemption orders SELECTED DEALERS
received by these dealers before the New York Stock Exchange closes and which are
transmitted to the transfer agent prior to the close of its business day are effective that
day. With respect to the Cash Management Fund and the New York Municipal Money Market Fund,
redemption requests received by the dealer and transmitted to the transfer agent by 12:00
noon, eastern time, on any day the New York Stock Exchange is open, will generally be
effected on that same day. It is the responsibility of the dealer to transmit orders on a
timely basis to the transfer agent. The dealer may charge you a fee for executing your
order.
- ---------------------------------------------------------------------------------------------------------------------
You may redeem shares by wire in amounts of $500 or more if redemption by wire has been REDEMPTIONS BY WIRE
elected on your Purchase Application. A signature guarantee is not required on this type of
redemption request. To elect this service after opening your account, call the transfer
agent at (800) 446-1013 for more information. To redeem by wire, you may either:
Telephone the redemption request to the transfer agent at (800) 446-1013
Mail the request to the transfer agent at the address listed above
Proceeds of wire redemptions of $500 or more will be wired to the bank which is indicated
on your Purchase Application or by letter which has been properly guaranteed. With respect
to the Cash Management Fund and New York Municipal Money Market Fund, if the transfer agent
receives the wire request by 12:00 noon, eastern time, on any day the New York Stock
Exchange is open, the redemption proceeds generally will be transmitted to your bank that
same day. Checks for redemption proceeds of less than $500 will be mailed to your address
of record. You should note that your bank may charge you a fee in connection with money by
wire.
- ---------------------------------------------------------------------------------------------------------------------
You may redeem shares by telephone if you elect the telephone redemption option on your REDEMPTIONS BY
Purchase Application, and the proceeds must be mailed to your address of record. In TELEPHONE
addition, you must be able to provide proper identification information. You may not redeem
by telephone if your address has changed within the past 45 days or if your shares are in
certificate form. Telephone redemption requests may be made by calling the transfer agent
at (800) 446-1013 between 9:00 a.m. and 4:00 p.m. eastern time on any day the New York
Stock Exchange is open. If telephone redemptions are not available for any reason, you may
use the fund's regular redemption procedure described above.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
Salomon Brothers Investment Series - 51
<PAGE>
<TABLE>
<S> <C>
You can arrange for the automatic redemption of a portion of your shares on a monthly or AUTOMATIC CASH
quarterly basis. To qualify, you must own shares of the fund with a value of at least WITHDRAWAL PLAN
$10,000 for monthly withdrawals and $5,000 for quarterly withdrawals ($7,500 in the case of
the Investors Fund and the Capital Fund) and each automatic redemption must be at least
$250 if made monthly.
- ---------------------------------------------------------------------------------------------------------------------
Check writing is available for Class A and Class O shareholders of the Cash Management Fund CHECKWRITING PRIVILEGE
and the New York Municipal Money Market Fund only. You must elect the redemption by check
option on your Purchase Application. The redemption of shares may be made using redemption
checks provided by the transfer agent. There is no charge for this service. The check must
be for amounts of $500 or more. You will continue to earn dividends on the shares redeemed
until the check clears the banking system. A fee of $10 will be charged if there are
insufficient funds to cover the amount of the check.
</TABLE>
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------
OTHER THINGS TO KNOW ABOUT SHARE TRANSACTIONS
<S> <C>
Small account balances If your account falls below $500 ($250 in the case of an IRA or self-employed retirement
plan) due to redemption of fund shares, the fund may ask you to bring your account up to the
minimum requirement. If your account is still below $500 after 30 days, the fund may close
your account and send you the redemption proceeds.
- ---------------------------------------------------------------------------------------------------------------------
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. Each
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. Each fund calculates its net asset value
every day the New York Stock Exchange is open. All of the funds except Cash Management Fund
and New York Municipal Money Market Fund calculates its net asset value when regular trading
closes on the Exchange (normally 4:00 p.m., Eastern time). Cash Management Fund and New York
Municipal Money Market Fund each calculates its net asset value at 12:00 noon, Eastern time.
The funds generally value their securities based on market prices or quotations. The funds'
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 funds may price those securities at fair value. Fair
value is determined in accordance with procedures approved by the funds' 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.
Cash Management Fund and New York Municipal Money Market Fund each uses the amortized cost
method to value its portfolio securities. Using this method, the fund constantly amortizes
over the remaining life of a security the difference between the principal amount due at
maturity and the cost of the security to the fund.
</TABLE>
Salomon Brothers Investment Series - 52
<PAGE>
<TABLE>
<S> <C>
In order to buy, redeem or exchange shares at that day's price, you must place your order
with the transfer agent before the New York Stock Exchange closes. If the New York Stock
Exchange closes early, you must place your order prior to the actual closing time.
Otherwise, you will receive the next business day's price.
Members of the funds' selling group must transmit all orders to buy, exchange or redeem
shares to the funds' transfer agent before the agent's close of business.
- ---------------------------------------------------------------------------------------------------------------------
Each fund has the right to:
Suspend the offering of shares
Waive or change minimum and additional investment amounts
Reject any purchase or exchange order
Change, revoke or suspend the exchange privilege
Suspend telephone transactions
Suspend or postpone redemptions of shares on any day when trading on the New York Stock
Exchange is restricted, or as otherwise permitted by the Securities and Exchange Commission
- ---------------------------------------------------------------------------------------------------------------------
Redemptions in kind Each fund may make payment for fund shares wholly or in part by distributing portfolio
securities to the shareholders. The redeeming shareholder must pay transaction costs to sell
these securities.
</TABLE>
Salomon Brothers Investment Series - 53
<PAGE>
- --------------------------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES
The funds normally pay dividends and distribute capital gains, if any, as
follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
DIVIDENDS INCOME DIVIDEND CAPITAL GAIN DISTRIBUTIONS
FUND DECLARED DISTRIBUTIONS DISTRIBUTIONS MOSTLY FROM
<S> <C> <C> <C> <C>
Asia Growth annually annually annually gain
Fund
Capital Fund annually annually annually gain
Cash daily monthly annually* income
Management (to share-
Fund holders of
record at
12:00 noon)
High Yield Bond daily monthly annually income
Fund
International annually annually annually gain
Equity Fund
Investors Fund quarterly quarterly annually gain
Large Cap Growth annually annually annually gain
Fund
National daily monthly annually income
Intermediate
Municipal Fund
New York daily monthly annually* income
Municipal (to share-
Money Market holders of
Fund record at
12:00 noon)
Small Cap annually annually annually gain
Growth Fund
Strategic Bond daily monthly annually income
Fund
Total Return daily monthly annually both
Fund
U.S. Government daily monthly annually income
Income Fund
</TABLE>
DIVIDENDS
AND
DISTRIBUTIONS
Annual distributions of income and capital gains normally take place at the end
of the year in which the income or gain is realized or the beginning of the next
year.
*Each money market fund anticipates that it will normally not earn or
distribute any long-term capital gains.
The funds may pay additional distributions and dividends at other times if
necessary for a 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 Financial Consultant, dealer
representative or the transfer 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
transfer agent less than five days before the payment date will not be
effective until the next distribution or dividend is made.
Salomon Brothers Investment Series - 54
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TRANSACTION FEDERAL INCOME TAX STATUS
<S> <C>
Redemption or exchange of shares Usually capital gain or loss (except for a money
market fund, no gain, and loss only to the extent
of any deferred sales charge); long-term only if
shares owned more than one year
Long-term capital gain distributions Long-term capital gain
Short-term capital gain distributions Ordinary income
Dividends Ordinary income (for all funds except the
municipal bond funds)*
</TABLE>
TAXES
In general, redeeming shares, exchanging shares and receiving distributions
(whether in cash or additional shares) are all taxable events.
*National Intermediate Municipal Fund and New York Municipal Money Market Fund
intend to distribute the interest they earn on tax-exempt municipal bonds as
'exempt-interest' dividends. These dividends are excludable from gross income
for federal income tax purposes but may be subject to state and local income
tax, except that the latter fund's exempt-interest dividends paid from interest
on New York municipal securities will be exempt from New York State and New
York City personal income taxes. Their distributions from other sources, if
any, would be taxable as described above.
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 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 funds 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 a 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, except for a money market fund,
redemption proceeds. Because each shareholder's circumstances are different and
special tax rules may apply, you should consult your tax adviser about your
investment in a fund.
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
The financial highlights tables are intended to help you understand the
performance of each share 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 was audited by PricewaterhouseCoopers LLP,
independent auditors, whose report, along with the funds' financial statements,
are included in the annual report (available upon request). As of the close of
business on December 31, 1994, all existing shares of the Cash Management Fund
and the Investors Fund were reclassified as Class O shares. As of the close of
business on October 31, 1996, all existing shares of the New York Municipal
Money Market Fund and the Capital Fund were reclassified as Class O shares. As
of the close of business on September 14, 1998, all existing Class C shares
of all of the funds were reclassified as Class 2 shares.
Salomon Brothers Investment Series - 55
<PAGE>
ASIA GROWTH FUND
<TABLE>
<CAPTION>
CLASS A CLASS B
-----------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------
1998 1997 1996(1) 1998 1997 1996(1)
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 7.48 $10.32 $10.00 $ 7.44 $10.31 $10.00
------- ------- ------- ------- ------- -------
Net investment income (loss)(3) 0.10 0.03 0.05 0.05 (0.05) 0.01
Net gain (loss) on investments (both
realized and unrealized (1.08) (2.59) 0.47 (1.07) (2.57) 0.46
------- ------- ------- ------- ------- -------
Total from investment operations (0.98) (2.56) 0.52 (1.02) (2.62) 0.47
------- ------- ------- ------- ------- -------
Dividends from net investment income -- (0.03) (0.05) -- 0.00 (0.01)
Distributions from net realized gain
on investments -- (0.25) (0.15) -- (0.25) (0.15)
------- ------- ------- ------- ------- -------
Total dividends and distributions -- (0.28) (0.20) -- (0.25) (0.16)
------- ------- ------- ------- ------- -------
Net asset value, end of period $ 6.50 $ 7.48 $10.32 $ 6.42 $ 7.44 $10.31
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
Net assets, end of period (thousands) $4,385 $6,491 $3,693 $5,256 $5,738 $3.163
Total return(4) -13.1% -25.6% +5.2% -13.7% -26.1% +4.7%
Ratios to average net assets:
Expenses 1.24% 1.24% 1.24%(5) 1.99% 1.99% 1.99%(5)
Net investment income 1.48% 0.27% 0.90%(5) 0.77% -0.48% 0.20%(5)
Portfolio turnover rate 436% 294% 119% 436% 294% 119%
Before applicable waiver of
management fee, expenses absorbed
by SBAM and credits earned on
custodian cash balances, net
investment loss per share and
expense ratios would have been:
Net investment loss per share $(0.07) $(0.23) $(0.18) $(0.11) $(0.30 ) $(0.23 )
Expense ratio 3.79% 3.81% 5.50%(5) 4.55% 4.56% 6.25% (5)
</TABLE>
---------------------------------------------------------------
CAPITAL FUND
<TABLE>
<CAPTION>
CLASS A CLASS B
--------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------------
1998 1997 1996(2) 1998 1997 1996(2)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $21.15 $19.88 $21.98 $21.01 $19.90 $21.98
------- ------- ------- ------- -------
Net investment income (loss) 0.14 0.00 0.01(3) 0.09 (0.07) (0.02)(3)
Net gain (loss) on investments (both
realized and unrealized) 4.64 5.10 1.54 4.45 5.01 1.56
------- ------- ------- ------- ------- -------
Total from investment operations 4.78 5.10 1.55 4.54 4.94 1.54
------- ------- ------- ------- ------- -------
Dividends from net investment income (0.18) -- (0.15) (0.09) -- (0.12)
Distributions from net realized gain on
investments (2.83) (3.83) (3.50) (2.83) (3.83) (3.50)
Distributions in excess of net realized
gains -- -- -- -- -- --
------- ------- ------- ------- ------- -------
Total dividends and distributions (3.01) (3.83) (3.65) (2.92) (3.83) (3.62)
------- ------- ------- ------- ------- -------
Net asset value, end of period $22.92 $21.15 $19.88 $22.63 $21.01 $19.90
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
Net assets, end of period (thousands) $11,425 $5,589 $ 344 $22,294 $3,820 $ 219
Total return(4) +23.7% +26.4% +7.7% +22.6% +25.6% +7.6%
Ratios to average net assets:
Expenses 1.34% 1.46% 1.88%(5) 2.09% 2.20 2.73%(5)
Net investment income (loss) 0.81% -0.10% 0.18%(5) 0.17% -0.94 -0.66%(5)
Portfolio turnover rate 141% 159% 191% 141% 159% 191%
</TABLE>
---------------------------------------------------------------
(1) May 6, 1996, commencement of investment operations, through December 31,
1996.
(2) November 1, 1996, commencement of investment operations, through December
31, 1996.
(3) Per share information calculated using the average shares outstanding
method.
(4) Total return is calculated assuming a $1,000 investment on the first day of
each period reported, reinvestment of all dividends at the net asset value
on the payable date, and a sale at net asset value on the last day of each
period reported. Initial sales charge or contingent deferred sales charge is
not reflected in the calculation of total return. Total return calculated
for a period of less than one year is not annualized.
(5) Annualized.
Salomon Brothers Investment Series - 56
<PAGE>
ASIA GROWTH FUND
<TABLE>
<CAPTION>
CLASS 2 CLASS O
- --------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
- --------------------------------------------------------------------
1998 1997 1996(1) 1998 1997 1996(1)
- --------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 7.44 $10.30 $10.00 $ 7.50 $10.32 $10.00
- ------- ------- ------- ------- ------- -------
0.05 (0.05) 0.01 0.12 0.05 0.07
(1.07) (2.56) 0.45 (1.08) (2.59) 0.46
- ------- ------- ------- ------- -------
(1.02) (2.61) 0.46 (0.96) (2.54) 0.53
- ------- ------- ------- ------- -------
-- 0.00 (0.01) -- (0.03) (0.06)
-- (0.25) (0.15) -- (0.25) (0.15)
- ------- ------- ------- ------- -------
-- (0.25) (0.16) -- (0.28) (0.21)
- ------- ------- ------- ------- ------- -------
$ 6.42 $ 7.44 $10.30 $ 6.54 $ 7.50 $10.32
- ------- ------- ------- ------- ------- -------
- ------- ------- ------- ------- ------- -------
$2,291 $1,643 $ 246 $1,354 412 $ 124
- -13.7% -26.0% +4.6% -12.8% -25.3% +5.3%
1.99% 1.99% 2.00%(5) 0.99% 0.99% 0.99%(5)
0.80% -0.47% 0.08%(5) 1.90% 0.51% 1.21%(5)
436% 294% 119% 436% 294% 119%
-------
$(0.11) $(0.30) $(0.20) $(0.04) $(0.20) $(0.18)
4.55% 4.56% 6.26%(5) 3.55% 3.56% 5.25%(5)
</TABLE>
---------------------------------------------------------------
CAPITAL FUND
<TABLE>
<CAPTION>
CLASS 2 CLASS O
- -------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
- -------------------------------------------------------------------------------------------------
1998 1997 1996(2) 1998 1997 1996(2) 1995 1994
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$21.02 $19.91 $21.98 $ 21.23 $ 19.88 $ 18.67 $ 15.62 $20.80
- ------- ------- ------- -------- -------- -------- -------- -------
0.07 (0.06) (0.02)(3) 0.21 0.05 0.13(2) 0.14 0.03
4.47 5.00 1.57 4.62 5.13 5.70 5.27 (2.87)
- ------- ------- ------- -------- -------- -------- -------- -------
4.54 4.94 1.55 4.83 5.18 5.83 5.41 (2.84)
- ------- ------- ------- -------- -------- -------- -------- -------
(0.04) -- (0.12) (0.24) -- (0.15) (0.14) (0.03)
(2.83) (3.83) (3.50) (2.83) (3.83) (4.47) (2.22) (1.51)
-- -- -- -- -- -- -- (0.80)
- ------- ------- ------- -------- -------- -------- -------- -------
(2.87) (3.83) (3.62) (3.07) (3.83) (4.62) (2.36) (2.34)
- ------- ------- ------- -------- -------- -------- -------- -------
$22.69 $21.02 $19.91 $ 22.99 $ 21.23 $ 19.88 $ 18.67 $15.62
- ------- ------- ------- -------- -------- -------- -------- -------
- ------- ------- ------- -------- -------- -------- -------- -------
$6,369 $2,385 $ 130 $194,973 $175,470 $135,943 $102,429 $86,704
+22.6% +25.6% +7.7% +23.8% +26.8% +33.3% +34.9% -14.2%
2.09% 2.21% 2.45%(5) 1.08% 1.22% 1.38% 1.36% 1.30%
0.09% -0.91% -0.50%(5) 0.96% 0.26% 0.67% 0.74% 0.12%
141% 159% 191% 141% 159% 191% 217% 152%
</TABLE>
---------------------------------------------------------------
Salomon Brothers Investment Series - 57
<PAGE>
CASH MANAGEMENT FUND
<TABLE>
<CAPTION>
CLASS A CLASS B
-------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------------------
1998 1997 1996 1995(1) 1998 1997 1996 1995(1)
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
-------- -------- -------- -------- ------- -------- -------- --------
Net investment income 0.050 0.051 0.050 0.044 0.050 0.051 0.050 0.043
Dividends from net investment income (0.050) (0.051) (0.050) (0.044) (0.050) (0.051) (0.050) (0.043)
-------- -------- -------- -------- ------- -------- -------- --------
Net asset value, end of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
-------- -------- -------- -------- ------- -------- -------- --------
-------- -------- -------- -------- ------- -------- -------- --------
Net assets, end of period (thousands) $ 26,793 $ 18,246 $ 8,175 $ 1,756 $17,374 $ 4,151 $ 3,920 $ 2,238
Total return(3) +5.2% +5.2% +5.1% +4.5% +5.2% +5.2% +5.1% +4.4%
Ratios to average net assets:
Expenses 0.55% 0.55% 0.55% 0.55% 0.55% 0.55% 0.55% 0.55%
Net investment income 5.02% 5.11% 4.95% 5.42% 4.95% 5.10% 4.95% 5.38%
Before applicable waiver of management fee,
expenses absorbed by SBAM and credits
earned on custodian cash balances, net
investment income per share and expense
ratios would have been:
Net investment income per share $ 0.049 $ 0.049 $ 0.047 $ 0.037 $0.049% $ 0.049 $ 0.047 $ 0.037
Expense ratio 0.67% 0.70% 0.82% 1.35% 0.67% 0.70% 0.82% 1.34%
</TABLE>
---------------------------------------------------------------
HIGH YIELD BOND FUND
<TABLE>
<CAPTION>
CLASS A CLASS B
-----------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------------------
1998 1997 1996 1995(2) 1998 1997 1996 1995(2)
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 11.74 $ 11.54 $ 10.53 $ 10.00 $ 11.71 $ 11.53 $ 10.53 $ 10.00
-------- -------- -------- -------- ----------- -------- -------- --------
Net investment income 1.05 1.06 1.10 0.92 0.97 0.98 1.02 0.85
Net gain on investment (both realized and
unrealized) (1.84) 0.38 1.11 0.67 (1.84) 0.37 1.11 0.68
-------- -------- -------- -------- ----------- -------- -------- --------
Total from investment operations (0.79) 1.44 2.21 1.59 (0.87) 1.35 2.13 1.53
-------- -------- -------- -------- ----------- -------- -------- --------
Dividends from net investment income (1.06) (1.05) (1.10) (0.91) (0.97) (0.98) (1.03) (0.85)
Distributions from net realized gain on
investments -- (0.19) (0.10) (0.15) -- (0.19) (0.10) (0.15)
-------- -------- -------- -------- ----------- -------- -------- --------
Total dividends and distributions (1.06) (1.24) (1.20) (1.06) (0.97) (1.17) (1.13) (1.00)
-------- -------- -------- -------- ----------- -------- -------- --------
Net asset value, end of period $ 9.89 $ 11.74 $ 11.54 $ 10.53 $ 9.87 $ 11.71 $ 11.53 $ 10.53
-------- -------- -------- -------- ----------- -------- -------- --------
-------- -------- -------- -------- ----------- -------- -------- --------
Net assets, end of period (thousands) $145,730 $169,721 $ 65,935 $ 10,789 $ 327,661 $329,672 $106,797 10,108
Total return(3) -7.1% +13.0% +21.9% +16.6% -7.8% +12.2% +21.2% +15.7%
Ratios to average net assets:
Expenses 1.24% 1.24% 1.24% 1.24%(4) 1.99% 1.99% 1.99% 1.96%(4)
Net investment income 9.58% 8.66% 9.38% 10.58%(4) 8.87% 7.90% 8.49% 9.53%(4)
Portfolio turnover rate 66% 79% 85% 109% 66% 79% 85% 109%
Before applicable waiver of management
fee, expenses absorbed by SBAM and
credits earned on custodian cash
balances, net investment income per
share and expense ratios would have
been:
Net investment income per share $ 1.04 $ 1.04 $ 1.09 $ 0.87 $ 0.96 $ 0.97 $ 1.01 $ 0.80
Expense ratio 1.32% 1.34% 1.50% 1.80%(4) 2.07% 2.09% 2.24% 2.51%(4)
</TABLE>
---------------------------------------------------------------
(1) January 3, 1995, commencement of investment operations, through December 31,
1995.
(2) February 22, 1995, commencement of investment operations, through December
31, 1995.
(3) Total return is calculated assuming a $1,000 investment on the first day of
each period reported, reinvestment of all dividends at the net asset value
on the payable date, and a sale at net asset value on the last day of each
period reported. Initial sales charge or contingent deferred sales charge is
not reflected in the calculation of total return. Total return calculated
for a period of less than one year is not annualized.
(4) Annualized.
Salomon Brothers Investment Series - 58
<PAGE>
CASH MANAGEMENT FUND
<TABLE>
<CAPTION>
CLASS 2 CLASS O
- ----------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
- ----------------------------------------------------------------------------------------------------------
1998 1997 1996 1995(1) 1998 1997 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
- ------- ------- ------- ------- ------- ----------- ------- ------- -------
0.050 0.051 0.050 0.043 0.050 0.051 0.050 0.055 0.038
(0.050) (0.051) (0.050) (0.043) (0.050) (0.051) (0.050) (0.055) (0.038)
- ------- ------- ------- ------- ------- ----------- ------- ------- -------
$ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
- ------- ------- ------- ------- ------- ----------- ------- ------- -------
- ------- ------- ------- ------- ------- ----------- ------- ------- -------
$ 2,741 $ 1,806 $ 435 $ 183 $ 8,066 $ 19,872 $14,225 $ 6,684 $19,127
+5.2% +5.2% +5.1% +4.4% +5.2% +5.2% +5.1% +5.6% +3.9%
0.55% 0.55% 0.55% 0.55% 0.55% 0.55% 0.55% 0.55% 0.61%
4.98% 5.16% 4.95% 5.40% 5.08% 5.10% 4.95% 5.46% 3.79%
$ 0.049 $ 0.049 $ 0.047 $ 0.036 $ 0.049 $ 0.049 $ 0.047 $ 0.047 $ 0.036
0.67% 0.70% 0.82% 1.34% 0.67% 0.70% 0.82% 1.34% 0.81%
</TABLE>
---------------------------------------------------------------
HIGH YIELD BOND FUND
<TABLE>
<CAPTION>
CLASS 2 CLASS O
- ----------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
- ----------------------------------------------------------------------------------------------
1998 1997 1996 1995(2) 1998 1997 1996 1995(2)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 11.70 $ 11.52 $ 10.53 $ 10.00 $ 11.75 $ 11.53 $ 10.54 $ 10.00
- ------- ------- ------- ------- ------- ----------- ------- -------
0.97 0.99 1.02 0.85 1.09 1.08 1.16 0.95
(1.84) 0.36 1.10 0.68 (1.86) 0.40 1.05 0.67
- ------- ------- ------- ------- ------- ----------- ------- -------
(0.87) 1.35 2.12 1.53 (0.77) 1.48 2.12 1.62
- ------- ------- ------- ------- ------- ----------- ------- -------
(0.97) (0.98) (1.03) (0.85) (1.09) (1.07) (1.12) (0.93)
-- (0.19) (0.10) (0.15) -- (0.19) (0.10) (0.15)
- ------- ------- ------- ------- ------- ----------- ------- -------
(0.97) (1.17) (1.13) (1.00) (1.09) (1.26) (1.22) (1.08)
- ------- ------- ------- ------- ------- ----------- ------- -------
$ 9.86 $ 11.70 $ 11.52 $ 10.53 $ 9.89 $ 11.75 $ 11.53 $ 10.54
- ------- ------- ------- ------- ------- ----------- ------- -------
- ------- ------- ------- ------- ------- ----------- ------- -------
$86,596 $76,042 $13,773 $ 1,274 $ 8,936 $ 2,386 $ 393 $ 7,854
-7.8% +12.2% +21.1% +15.8% -6.9% +13.4% +22.0% +16.8%
1.99% 1.99% 1.99% 1.98%(3) 1.01% 0.99% 0.99% 1.00%(3)
8.89% 7.87% 8.43% 9.61%(3) 10.85% 8.93% 10.64% 10.59%(3)
66% 79% 85% 109% 66% 79% 85% 109%
$ 0.96 $ 0.98 $ 1.01 $ 0.80 $ 1.08 $ 1.07 $ 1.13 $ 0.90
2.07% 2.08% 2.24% 2.54%(3) 1.09% 1.09% 1.24% 1.55%(3)
</TABLE>
---------------------------------------------------------------
Salomon Brothers Investment Series - 59
<PAGE>
INVESTORS FUND
<TABLE>
<CAPTION>
CLASS A CLASS B
----------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------
1998 1997 1996 1995(1) 1998 1997 1996 1995(1)
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 21.11 $ 18.89 $ 16.62 $ 13.61 $ 21.00 $ 18.86 $16.61 $13.61
------- ------- ------- ------- ------- ------- ------ -------
Net investment income 0.19 0.16 0.19 0.19 0.05 0.04 0.08 0.10
Net gain (loss) on investments (both realized and
unrealized) 2.91 4.64 4.63 4.55 2.85 4.58 4.60 4.54
------- ------- ------- ------- ------- ------- ------ -------
Total from investment operations 3.10 4.80 4.82 4.74 2.90 4.62 4.68 4.64
------- ------- ------- ------- ------- ------- ------ -------
Dividends from net investment income (0.17) (0.21) (0.22) (0.23) (0.03) (0.11) (0.10) (0.14)
Distributions from net realized gain on investments (2.00) (2.37) (2.33) (1.50) (2.00) (2.37) (2.33) (1.50)
------- ------- ------- ------- ------- ------- ------ -------
Total dividends and distributions (2.17) (2.58) (2.55) (1.73) (2.03) (2.48) (2.43) (1.64)
------- ------- ------- ------- ------- ------- ------ -------
Net asset value, end of year $ 22.04 $ 21.11 $ 18.89 $ 16.62 $ 21.87 $ 21.00 $18.86 $16.61
------- ------- ------- ------- ------- ------- ------ -------
------- ------- ------- ------- ------- ------- ------ -------
Net assets, end of year (thousands) $50,953 $57,105 $10,905 $ 441 $75,189 $49,786 $9,433 $ 716
Total return(3) +15.2% +26.2% +30.3% +35.3% +14.3% +25.3% +29.2% +34.5%
Ratios to average net assets
Expenses 0.88% 0.95% 1.06% 0.94% 1.63% 1.70% 1.82% 1.71%
Net investment income 0.87% 0.86% 0.94% 1.41% 0.18% 0.12% 0.21% 0.63%
Portfolio turnover rate 74% 62% 58% 86% 74% 62% 58% 86%
</TABLE>
---------------------------------------------------------------
NATIONAL INTERMEDIATE MUNICIPAL FUND
<TABLE>
<CAPTION>
CLASS A CLASS B
-----------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------
1998 1997 1996 1995(2) 1998 1997 1996 1995(2)
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $10.62 $10.35 $10.43 $10.43 $10.59 $10.33 $10.42 $10.00
------ ------ ------ ------ ------ ------ ------ ------
Net investment income 0.47 0.48 0.48 0.40 0.39 0.40 0.40 0.34
Net gain (loss) on investment (both realized and
unrealized) -- 0.28 (0.06) 0.46 -- 0.28 (0.06) 0.45
------ ------ ------ ------ ------ ------ ------ ------
Total from investment operations 0.47 0.76 0.42 0.86 0.39 0.68 0.34 0.79
------ ------ ------ ------ ------ ------ ------ ------
Dividends from net investment income (0.48) (0.48) (0.48) (0.40) (0.41) (0.40) (0.41) (0.34)
Distributions in excess of net investment income -- -- -- -- -- (0.01) -- --
Distributions from net realized gain on investments -- (0.01) (0.02) (0.03) -- (0.01) (0.02) (0.03)
------ ------ ------ ------ ------ ------ ------ ------
Total dividends and distributions (0.48) (0.49) (0.50) (0.43) (0.41) (0.42) (0.43) (0.37)
------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of period $10.61 $10.62 $10.35 $10.43 $10.57 $10.59 $10.33 $10.42
------ ------ ------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------ ------ ------
Net assets, end of period (thousands) $2,545 $1,063 $ 696 $ 569 $2,763 $1,295 $ 702 $ 432
Total return(3) +4.5% +7.5% +4.2% +8.7% +3.7% +6.7% +3.4% +8.0%
Ratios to average net assets:
Expenses 0.75% 0.75% 0.75% 0.75%(4) 1.50% 1.50% 1.50% 3.50%(4)
Net investment income 4.28% 4.53% 4.62% 4.63%(4) 3.54% 3.75% 3.88% 3.85%(4)
Portfolio turnover rate 8% 1% 19% 29% 8% 1% 19% 29%
Before applicable waiver of management fee, expenses
absorbed by SBAM and credits earned on custodian cash
balances, net investment income per share and expense
ratios would have been:
Net investment income per share $ 0.37 $ 0.36 $ 0.35 $ 0.32 $ 0.29 $ 0.28 $ 0.27 $ 0.25
Expense ratio 1.67% 1.82% 2.02% 1.71%(4) 2.42% 2.57% 2.77% 2.45%(4)
</TABLE>
---------------------------------------------------------------
(1) January 3, 1995, commencement of investment operations, through December
31, 1995.
(2) February 22, 1995, commencement of investment operations, through December
31, 1995.
(3) Total return is calculated assuming a $1,000 investment on the first day of
each period reported, reinvestment of all dividends at the net asset value
onthe payable date, and a sale at net asset value on the last day of each
period reported. Initial sales charge or contingent deferred sales charge
is not reflected in the calculation of total return. Total return
calculated for a period of less than one year is not annualized.
(4) Annualized.
Salomon Brothers Invesmtent Series - 60
<PAGE>
INVESTORS FUND
<TABLE>
<CAPTION>
CLASS 2 CLASS O
- -------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
- -------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995(1) 1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------
$ 21.01 $ 18.86 $16.61 $13.61 $ 21.13 $ 18.90 $ 16.61 $ 13.63 $ 15.60
- ------- ------- ------ ------- -------- -------- -------- -------- --------
0.05 0.04 0.07 0.09 0.25 0.24 0.25 0.27 0.27
2.84 4.59 4.60 4.55 2.90 4.60 4.62 4.48 (0.48)
- ------- ------- ------ ------- -------- -------- -------- -------- --------
2.89 4.63 4.67 4.64 3.15 4.84 4.87 4.75 (0.21)
- ------- ------- ------ ------- -------- -------- -------- -------- --------
(0.02) (0.11) (0.09) (0.14) (0.23) (0.24) (0.25) (0.27) (0.27)
(2.00) (2.37) (2.33) (1.50) (2.00) (2.37) (2.33) (1.50) (1.49)
- ------- ------- ------ ------- -------- -------- -------- -------- --------
(2.02) (2.48) (2.42) (1.64) (2.23) (2.61) (2.58) (1.77) (1.76)
- ------- ------- ------ ------- -------- -------- -------- -------- --------
$ 21.88 $ 21.01 $18.86 $16.61 $ 22.05 $ 21.13 $ 18.90 $ 16.61 $ 13.63
- ------- ------- ------ ------- -------- -------- -------- -------- --------
- ------- ------- ------ ------- -------- -------- -------- -------- --------
$17,680 $11,701 $1,959 $ 306 $650,916 $608,401 $518,361 $428,950 $348,214
+14.3% +25.2% +29.3% +34.5% +15.4% +26.5% +30.6% +35.4% -1.3%
1.63% 1.70% 1.80% 1.68% 0.63% 0.69% 0.76% 0.69% 0.69%
0.18% 0.13% 0.23% 0.66% 1.15% 1.15% 1.36% 1.67% 1.75%
74% 62% 58% 86% 74% 62% 58% 86% 166%
</TABLE>
---------------------------------------------------------------
NATIONAL INTERMEDIATE MUNICIPAL FUND
<TABLE>
<CAPTION>
CLASS 2 CLASS O
- ---------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
- ---------------------------------------------------------------------------------------------
1998 1997 1996 1995(2) 1998 1997 1996 1995(2)
<S> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------
$10.59 $10.33 $10.42 $10.00 $ 10.61 $ 10.34 $10.34 $10.43
- ------ ------ ------ ------ ------- ------- ------ -------
0.39 0.40 0.40 0.34 0.48 0.50 0.50 0.42
-- 0.28 (0.06) 0.45 0.01 0.28 (0.07) 0.46
- ------ ------ ------ ------ ------- ------- ------ -------
0.39 0.68 0.34 0.79 0.49 0.78 0.43 0.88
- ------ ------ ------ ------ ------- ------- ------ -------
(0.41) (0.40) (0.41) (0.34) (0.50) (0.50) (0.50) (0.42)
-- (0.01) -- -- -- -- -- --
-- (0.01) (0.02) (0.03) -- (0.01) (0.02) (0.03)
- ------ ------ ------ ------ ------- ------- ------ -------
(0.41) (0.42) (0.43) (0.37) (0.50) (0.51) (0.52) (0.45)
- ------ ------ ------ ------ ------- ------- ------ -------
$10.57 $10.59 $10.33 $10.42 $ 10.60 $ 10.61 $10.34 $10.43
- ------ ------ ------ ------ ------- ------- ------ -------
- ------ ------ ------ ------ ------- ------- ------ -------
$2,291 $ 514 $ 468 $ 271 $ 8,211 $11,286 $9,786 $9,675
+3.7% +6.7% +3.4% +8.0% +4.8% +7.8% +4.3% +9.0%
1.50% 1.50% 1.50% 1.50%(4) 0.50% 0.50% 0.50% 0.50%(4)
3.51% 3.81% 3.88% 3.85%(4) 4.58% 4.79% 4.88% 4.86%(4)
8% 1.00% 19% 29.0% 8% 19% 1.00% 29.0%
$ 0.29 $ 0.28 $ 0.27 $ 0.25 $ 0.38 $ 0.39 $ 0.37 $ 0.34
2.42% 2.57% 2.77% 2.46%(4) 1.42% 1.57% 1.77% 1.46%(4)
</TABLE>
---------------------------------------------------------------
Salomon Brothers Invesmtent Series - 61
<PAGE>
NEW YORK MUNICIPAL MONEY MARKET FUND
<TABLE>
<CAPTION>
CLASS A CLASS B
-----------------------------------------------------------
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------
1998 1997 1996(1) 1998 1997 1996(1)
-----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
------- ------- ------- ------- ------- -------
Net investment income 0.031 0.034 0.006 0.031 0.034 0.006
Dividends from net investment income (0.031) (0.034) (0.006) (0.031) (0.034) (0.006)
------- ------- ------- ------- ------- -------
Net asset value, end of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
Net assets, end of period (thousands) $ 5,372 $ 3,808 $ 360 $ 25 $ 25 $ 25
Total return(2) +3.2% +3.5% +0.6% +3.2% +3.5% +0.6%
Ratios to average net assets:
Expenses 0.41% 0.50% 0.38%(3) 0.42% 0.43% 0.40%(3)
Net investment income 3.15% 3.39% 3.56%(3) 3.21% 3.32% 3.40%(3)
Before applicable waiver of management fee, expenses absorbed by
SBAM and credits earned on custodian cash balances, net
investment income per share and expense ratios would have been:
Net investment income per share -- -- $ 0.006 -- -- $ 0.006
Expense ratio -- -- 0.39%(3) -- -- 0.41%(3)
</TABLE>
------------------------------------------------------
(1) November 1, 1996, commencement of investment operations, through December
31, 1996.
(2) Total return is calculated assuming a $1,000 investment on the first day of
each period reported, reinvestment of all dividends at the net asset value
on the payable date, and a sale at net asset value on the last day of each
period reported. Total return calculated for a period of less than one year
is not annualized.
(3) Annualized.
SMALL CAP GROWTH FUND
<TABLE>
<CAPTION>
CLASS A CLASS B
--------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------
1998(1) 1998(1)
--------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $ 10.00 $ 10.00
-------- --------
Net investment loss (0.02) (0.06)
Net gain on investments (both realized and
unrealized) 1.61 1.61
-------- --------
Total from investment operations 1.59 1.55
-------- --------
Dividends from net investment income -- --
Distributions from net realized gain on
investments -- --
-------- --------
Total dividends and distributions -- --
-------- --------
Net asset value, end of period $ 11.59 $ 11.55
-------- --------
-------- --------
Net assets, end of period (thousands) $ 3,205 $ 3,850
-------- --------
Total return(2) +15.9% +15.5%
Ratios to average net assets:
Expenses 1.50%(3) 2.25%(3)
Net investment income - 0.51%(3) - 1.21%(3)
Portfolio turnover rate 96% 96%
Before applicable waiver of management fee,
expenses absorbed by SBAM and credits earned
on cash
balances, net investment income per share
and expense
ratios would have been:
Net investment loss per share $ (0.06) $ (0.10)
Expense ratio 2.30%(3) 3.05%(3)
</TABLE>
------------------------------------------------------
(1) July 1, 1998 commencement of investment operations, through December 31,
1998.
(2) Total return is calculated assuming a $1,000 investment on the first day of
each period reported, reinvestment of all dividends at the net asset value
on the payable date, and a sale at net asset value on the last day of each
period reported. Initial sales charge or contingent deferred sales charge is
not reflected in the calculation of total return. Total return calculated
for a period of less than one year is not annualized.
(3) Annualized.
Salomon Brothers Investment Series - 62
<PAGE>
NEW YORK MUNICIPAL MONEY MARKET FUND
<TABLE>
<CAPTION>
CLASS 2 CLASS O
- ------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
- ------------------------------------------------------------------------------------------------
1998 1997 1996(1) 1998 1997 1996 1995 1994
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
- ------- ------- ------- -------- -------- -------- -------- --------
0.031 0.034 0.006 0.031 0.034 0.032 0.037 0.027
(0.031) (0.034) (0.006) (0.031) (0.034) (0.032) (0.037) (0.027)
- ------- ------- ------- -------- -------- -------- -------- --------
$ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
- ------- ------- ------- -------- -------- -------- -------- --------
- ------- ------- ------- -------- -------- -------- -------- --------
$ 153 $ 25 $ 25 $195,584 $305,419 $273,734 $226,549 $269.788
+3.2% +3.5% +0.6% +3.2% +3.5% +3.3% +3.7% +2.7%
0.34% 0.47% 0.40%(3) 0.43% 0.47% 0.53% 0.43% 0.41%
3.13% 3.40% 3.40%(3) 3.14% 3.39% 3.25% 3.67% 2.63%
-- -- $ 0.006 -- -- $ 0.032 $ 0.037 --
-- -- 0.41%(3) -- -- 0.53% 0.45% --
</TABLE>
------------------------------------------------------
SMALL CAP GROWTH FUND
<TABLE>
<CAPTION>
CLASS 2 CLASS O
- ------------------------------- ---------------------------------------------------------
YEAR ENDED DECEMBER 31,
- ------------------------------------------------------------------------------------------
1998(1) 1998(1)
- ------------------------------- ---------------------------------------------------------
<S> <C>
$ 10.00 $ 10.00
------ ------
(0.06) (0.01)
1.62 1.61
------ ------
1.56 1.60
------ ------
-- --
-- --
------ ------
-- --
------ ------
$ 11.56 $ 11.60
------ ------
------ ------
$ 1,471 $ 67
------ ------
+15.6% +16.0%
2.25%(3) 1.25%(3)
-1.35%(3) -0.18%(3)
96% 96%
$ (0.10) $ (0.05)
3.05%(3) 2.05%(3)
</TABLE>
------------------------------------------------------
Salomon Brothers Investment Series - 63
<PAGE>
STRATEGIC BOND FUND
<TABLE>
<CAPTION>
CLASS A CLASS B
---------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------
1998 1997 1996 1995(1) 1998 1997 1996 1995(1)
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 10.94 $ 10.83 $ 10.53 $ 10.00 $ 10.93 $ 10.82 $ 10.53 $ 10.00
------- ------- ------- ------- -------- ------- ------- -------
Net investment income 0.76 0.76(3) 0.87(3) 0.84 0.69 0.67(3) 0.79(3) 0.76
Net gain (loss) on investments (both
realized and unrealized) (0.65) 0.41 0.55 0.78 (0.66) 0.41 0.53 0.79
------- ------- ------- ------- -------- ------- ------- -------
Total from investment operations 0.11 1.17 1.42 1.62 0.03 1.08 1.32 1.55
------- ------- ------- ------- -------- ------- ------- -------
Dividends from net investment income (0.85) (0.89) (0.94) (0.85) (0.77) (0.80) (0.85) (0.78)
Dividends in excess of net investment
income -- -- (0.01) -- -- -- (0.10) --
Distributions from net realized gain on
investments (0.01) (0.17) (0.17) (0.24) (0.01) (0.17) (0.17) (0.24)
------- ------- ------- ------- -------- ------- ------- -------
Total dividends and distributions (0.86) (1.06) (1.12) (1.09) (0.78) (0.97) (1.03) (1.02)
------- ------- ------- ------- -------- ------- ------- -------
Net asset value, end of period $ 10.19 $ 10.94 $ 10.83 $ 10.53 $ 10.18 $ 10.93 $ 10.82 $ 10.53
------- ------- ------- ------- -------- ------- ------- -------
------- ------- ------- ------- -------- ------- ------- -------
Net assets, end of period (thousands) $21,995 $17,150 $ 8,345 $ 513 $ 67,928 $47.921 $14.291 $ 1,879
Total return(4) +1.1% +11.2% +14.1% +16.8% +0.3% +10.4% +13.0% +16.1%
Ratios to average net assets:
Expenses 1.24% 1.24% 1.24% 1.23%(5) 1.99% 1.99% 1.98% 1.97%(5)
Net investment income 7.11% 6.99% 8.09% 9.51%(5) 6.37% 6.12% 7.34% 8.75%(5)
Portfolio turnover rate 109% 184% 122% 161% 109% 184% 122% 161%
Before applicable waiver of management
fee, expenses absorbed by SBAM and
credits earned on custodian cash
balances, net investment income per
share and expense ratios would have
been:
Net investment income per share $ 0.74 $ 0.73 $ 0.79 $ 0.76 $ 0.67 $ 0.64 $ 0.71 $ 0.69
Expense ratio 1.43% 1.53% 1.98% 2.11%(5) 2.18% 2.28% 2.73% 2.85%(5)
</TABLE>
---------------------------------------------------------------
TOTAL RETURN BOND FUND
<TABLE>
<CAPTION>
CLASS A CLASS B
---------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------
1998 1997 1996 1995(2) 1998 1997 1996 1995(2)
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 13.13 $ 11.82 $ 10.55 $ 10.00 $ 13.12 $ 11.82 $ 10.54 $ 10.00
------- ------- ------- ------- -------- ------- ------- -------
Net investment income(3) 0.56 0.55 0.54 0.15 0.45 0.45 0.45 0.13
Net gain on investments (both realized and
unrealized) 0.26 1.65 1.35 0.52 0.26 1.65 1.35 0.51
------- ------- ------- ------- -------- ------- ------- -------
Total from investment operations 0.82 2.20 1.89 0.67 0.71 2.10 1.80 0.64
------- ------- ------- ------- -------- ------- ------- -------
Dividends from net investment income (0.55) (0.53) (0.52) (0.11) (0.46) (0.44) (0.42) (0.09)
Distributions from net realized gain on
investments (0.29) (0.36) (0.10) (0.01) (0.29) (0.36) (0.10) (0.01)
------- ------- ------- ------- -------- ------- ------- -------
Total dividends and distributions (0.84) (0.89) (0.62) (0.12) (0.75) (0.80) (0.52) (0.10)
------- ------- ------- ------- -------- ------- ------- -------
Net asset value, end of period $ 13.11 $ 13.13 $ 11.82 $ 10.55 $ 13.08 $ 13.12 $ 11.82 $ 10.54
------- ------- ------- ------- -------- ------- ------- -------
------- ------- ------- ------- -------- ------- ------- -------
Net assets end of period (thousands) $51,443 $53,024 $21,109 $ 3,658 $120,816 $87,549 $28,043 $ 5,378
Total return(4) +6.4% +19.1% +18.3% +6.7% 5.5% +18.2% +17.4% +6.4%
Ratios to average net assets:
Expenses 0.85% 0.77% 0.75% 0.74%(5) 1.60% 1.52% 1.50% 1.49%(5)
Net investment income 4.17% 4.29% 4.81% 4.82%(5) 3.41% 3.54% 4.06% 4.06%(5)
Portfolio turnover rate 63% 70% 76% 16% 63% 70% 76% 16%
Before applicable waiver of management
fee, expenses absorbed by SBAM and
credits earned on custodian cash
balances, net investment income per
share and expense ratios would have
been:
Net investment income per share $ 0.51 $ 0.49 $ 0.44 0.13 $ 0.41 $ 0.39 $ 0.36 $ 0.11
Expense ratio 1.17% 1.24% 1.61% 1.45%(5) 1.92% 1.99% 2.36% 2.19%(5)
</TABLE>
---------------------------------------------------------------
(1) February 22, 1995, commencement of investment operations through December
31, 1995.
(2) September 11, 1995, commencement of investment operations, through December
31, 1995.
(3) Per share information calculated using the average shares outstanding
method.
(4) Total return is calculated assuming a $1,000 investment on the first day of
each period reported, reinvestment of all dividends at the net asset value
on the payable date, and a sale at net asset value on the last day of each
period reported. Initial sales charge or contingent deferred sales charge
is not reflected in the calculation of total return. Total return
calculated for a period of less than one year is not annualized.
(5) Annualized.
Salomon Brothers Investment Series - 64
<PAGE>
STRATEGIC BOND FUND
<TABLE>
<CAPTION>
CLASS 2 CLASS O
- --------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
- --------------------------------------------------------------------------------------------------
1998 1997 1996 1995(1) 1998 1997 1996 1995(1)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 10.94 $ 10.82 $ 10.53 $ 10.00 $ 10.93 $ 10.82 $ 10.53 $ 10.00
- ------- ------- ------- ------- ------- ------- ------- -------
0.69 0.66(3) 0.78(3) 0.77 0.77 0.78(3) 0.92(3) 0.87
(0.67) 0.43 0.54 0.78 (0.63) 0.41 0.51 0.77
- ------- ------- ------- ------- ------- ------- ------- -------
0.02 1.09 1.32 1.55 0.14 1.19 1.43 1.64
- ------- ------- ------- ------- ------- ------- ------- -------
(0.77) (0.80) (0.85) (0.78) (0.88) (0.91) (0.96) (0.87)
-- -- (0.01) -- -- -- (0.01) --
(0.01) (0.17) (0.17) (0.24) (0.01) (0.17) (0.17) (0.24)
- ------- ------- ------- ------- ------- ------- ------- -------
(0.78) (0.97) (1.03) (1.02) (0.89) (1.08) (1.14) (1.11)
- ------- ------- ------- ------- ------- ------- ------- -------
$ 10.18 $ 10.94 $ 10.82 $ 10.53 $ 10.18 $ 10.93 $ 10.82 $ 10.53
- ------- ------- ------- ------- ------- ------- ------- -------
- ------- ------- ------- ------- ------- ------- ------- -------
$27,327 $20,220 $ 4,575 $ 411 $ 498 $ 649 $ 3,817 $ 9,763
+0.2% +10.5% +13.1% +16.1% +1.3% +11.5% +14.2% +17.0%
1.99% 1.99% 1.98% 1.99%(5) 0.99% 0.96% 1.00% 0.99%(5)
6.37% 6.09% 7.26% 8.77%(5) 7.37% 7.22% 8.65% 9.74%(5)
109% 184% 122% 161% 109% 184% 122% 161%
$ 0.67 $ 0.63 $ 0.70 $ 0.70 $ 0.75 $ 0.75 $ 0.84 $ 0.79
2.18% 2.28% 2.72% 2.87%(4) 1.18% 1.25% 1.74% 1.87%(4)
</TABLE>
---------------------------------------------------------------
TOTAL RETURN BOND FUND
<TABLE>
<CAPTION>
CLASS 2 CLASS O
- --------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
- --------------------------------------------------------------------------------------------------
1998 1997 1996 1995(1) 1998 1997 1996 1995(1)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 13.15 $ 11.85 $ 10.56 $ 10.00 $ 13.20 $ 11.88 $ 10.57 $ 10.00
- ------- ------- ------- ------- ------- ------- ------- -------
0.45 0.45 0.46 0.14 0.59 0.59 0.57 0.17
0.26 1.65 1.35 0.51 0.26 1.65 1.39 0.52
- ------- ------- ------- ------- ------- ------- ------- -------
0.71 2.10 1.81 0.65 0.85 2.24 1.96 0.69
- ------- ------- ------- ------- ------- ------- ------- -------
(0.46) (0.44) (0.42) (0.08) (0.58) (0.56) (0.55) (0.11)
(0.29) (0.36) (0.10) (0.01) (0.29) (0.36) (0.10) (0.01)
- ------- ------- ------- ------- ------- ------- ------- -------
(0.75) (0.80) (0.52) (0.09) (0.87) (0.92) (0.65) (0.12)
- ------- ------- ------- ------- ------- ------- ------- -------
$ 13.11 $ 13.15 $ 11.85 $ 10.56 $ 13.18 $ 13.20 $ 11.88 $ 10.57
- ------- ------- ------- ------- ------- ------- ------- -------
- ------- ------- ------- ------- ------- ------- ------- -------
$29,458 $21,085 $ 3,445 $ 445 $ 1,523 $ 1,227 $ 213 $ 4,494
+5.5% +18.1% +17.5% +6.5% +6.6% +19.3% +19.0% +6.9%
1.60% 1.52% 1.50% 1.51%(5) 0.60% 0.52% 0.50% 0.51%(5)
3.41% 3.52% 4.07% 4.26%(5) 4.41% 4.60% 5.13% 5.30%(5)
63% 70% 76% 16% 63% 70% 76% 16%
$ 0.41 $ 0.39 $ 0.36 $ 0.11 $ 0.55 $ 0.53 $ 0.47 $ 0.15
1.92% 1.99% 2.36% 2.22%(5) 0.92% 1.00% 1.36% 1.22%
</TABLE>
Salomon Brothers Investment Series - 65
<PAGE>
U.S. GOVERNMENT INCOME FUND
<TABLE>
<CAPTION>
CLASS A CLASS B
-------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------------
1998 1997 1996 1995(1) 1998 1997 1996 1995(1)
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
-------------------------------------------------------------------------------
Net asset value, beginning of period $10.20 $10.07 $10.32 $10.00 $ 10.20 $10.06 $10.32 $10.00
------ ------ ------ ------- ------- ------ ------ -------
Net investment income 0.55 0.58 0.54 0.49 0.48 0.51 0.46 0.43
Net gain (loss) on investment (both realized
and unrealized) 0.21 0.19 (0.19) 0.43 0.21 0.19 (0.20) 0.43
------ ------ ------ ------- ------- ------ ------ -------
Total from investment operations 0.76 0.77 0.35 0.92 0.69 0.70 0.26 0.86
------ ------ ------ ------- ------- ------ ------ -------
Dividends from net investment income (0.57) (0.54) (0.54) (0.49 ) (0.49) (0.46) (0.46) (0.43)
Distributions from net realized gain on
investments (0.11) (0.10) (0.06) (0.10 ) (0.11) (0.10) (0.06) (0.10)
Distributions in excess of net investment
income -- -- -- (0.01 ) -- -- -- (0.01)
------ ------ ------- ------ ------ -------
Total dividends and distributions (0.68) (0.64) (0.60) (0.60 ) (0.60) (0.56) (0.52) (0.54)
------ ------ ------ ------- ------- ------ ------ -------
Net asset value, end of period $10.28 $10.20 $10.07 $10.32 $ 10.29 $10.20 $10.06 $10.32
------ ------ ------ ------- ------- ------ ------ -------
------ ------ ------ ------- ------- ------ ------ -------
Net assets, end of period (thousands) $6,744 $1,320 $1,188 $ 278 $15,315 $2,531 $1,266 $ 572
Total return(2) +7.6% +7.9% +3.6% +9.5% +6.9% +7.2% +2.7% +8.8%
Ratios to average net assets:
Expenses 0.85% 0.85% 0.84% 0.85% (3) 1.60% 1.60% 1.59% 1.60%(3)
Net investment income 4.98% 5.77% 5.22% 5.67% (3) 4.20% 4.96% 4.51% 4.85%(3)
Portfolio turnover rate 173% 261% 365% 230% 173% 261% 365% 230%
Before applicable waiver of management fee,
expenses absorbed by SBAM and credits
earned on custodian cash balances, net
investment income per share and expense
ratios would have been:
Net investment income per share $ 0.47 $ 0.47 $ 0.38 $ 0.40 $ 0.39 $ 0.39 $ 0.30 $ 0.25
Expense ratio 1.63% 2.02% 2.21% 1.90 %(3) 2.39% 2.77% 2.96% 2.64%(3)
</TABLE>
---------------------------------------------------------------
(1) February 22, 1995, commencement of investment operations, through December
31, 1995.
(2) Total return is calculated assuming a $1,000 investment on the first day of
each period reported, reinvestment of all dividends at the net asset value
on the payable date, and a sale at net asset value on the last day of each
period reported. Initial sales charge or contingent deferred sales charge
is not reflected in the calculation of total return. Total return
calculated for a period of less than one year is not annualized.
(3) Annualized.
Salomon Brothers Investment Series - 66
<PAGE>
U.S. GOVERNMENT INCOME FUND
<TABLE>
<CAPTION>
CLASS 2 CLASS O
- -------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
- -------------------------------------------------------------------------------------------
1998 1997 1996 1995(1) 1998 1997 1996 1995(1)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 10.19 $ 10.05 $ 10.32 $ 10.00 $ 10.19 $ 10.06 $ 10.32 $ 10.00
- ------- ------- ------- ------- ------- ------- ------- -------
0.48 0.51 0.46 0.43 0.57 0.61 0.56 0.52
0.21 0.19 (0.21) 0.43 0.23 0.18 (0.20) 0.42
- ------- ------- ------- ------- ------- ------- ------- -------
0.69 0.70 0.25 0.86 0.80 0.79 0.36 0.94
- ------- ------- ------- ------- ------- ------- ------- -------
(0.49) (0.46) (0.46) (0.43) (0.59) (0.56) (0.56) (0.52)
(0.11) (0.10) (0.06) (0.10) (0.11) (0.10) (0.06) (0.10)
-- -- -- (0.01) -- -- -- --
- ------- ------- ------- ------- ------- ------- ------- -------
(0.60) (0.56) (0.52) (0.54) (0.70) (0.66) (0.62) (0.62)
------- ------- ------- ------- ------- ------- -------
$ 10.28 $ 10.19 $ 10.05 $ 10.32 $ 10.29 $ 10.19 $ 10.06 $ 10.32
- ------- ------- ------- ------- ------- ------- ------- -------
- ------- ------- ------- ------- ------- ------- ------- -------
$ 4,715 $ 751 $ 422 $ 273 $ 3,330 $ 9,553 $ 9,375 $ 9,552
+6.9% +7.0% +2.7% +8.8% +8.1% +8.1% +3.7% +9.7%
1.60% 1.59% 1.60% 1.60%(3) 0.60% 0.60% 0.60% 0.60%(3)
4.25% 4.94% 4.51% 4.92%(3) 5.52% 6.01% 5.53% 5.92%(3)
173% 261% 365% 230% 173% 261% 365% 230%
$ 0.39 $ 0.39 $ 0.31 $ 0.34 $ 0.44 $ 0.49 $ 0.41 $ 0.42
2.39% 2.76% 2.97% 2.64%(3) 1.38% 1.77% 1.97% 1.64%(3)
</TABLE>
---------------------------------------------------------------
Salomon Brothers Investment Series - 67
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
SALOMON BROTHERS INVESTMENT SERIES
7 WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(800) SALOMON
(800) 725-6666
Salomon Brothers Investment Series consists of Salomon Brothers Asia Growth Fund
(the 'Asia Growth Fund'), Salomon Brothers Capital Fund Inc (the 'Capital
Fund'), Salomon Brothers Cash Management Fund (the 'Cash Management Fund'),
Salomon Brothers High Yield Bond Fund (the 'High Yield Bond Fund'), Salomon
Brothers International Equity Fund ('International Equity Fund'), Salomon
Brothers Investors Fund Inc (the 'Investors Fund'), Salomon Brothers Large Cap
Growth Fund ('Large Cap Growth Fund'), Salomon Brothers National Intermediate
Municipal Fund (the 'National Intermediate Municipal Fund'), Salomon Brothers
New York Municipal Money Market Fund (the 'New York Municipal Money Market
Fund'), Salomon Brothers Small Cap Growth Fund (the 'Small Cap Growth Fund'),
Salomon Brothers Strategic Bond Fund (the 'Strategic Bond Fund'), Salomon
Brothers Total Return Fund (the 'Total Return Fund'), Salomon Brothers U.S.
Government Income Fund (the 'U.S. Government Income Fund') (each, a 'Fund' and
collectively, the 'Funds'). Each of the Funds, except for the Investors Fund and
the Capital Fund, is an investment portfolio of the Salomon Brothers Series
Funds Inc (the 'Series Funds'), an open-end investment company incorporated in
Maryland on April 17, 1990. The Asia Growth Fund is a non-diversified portfolio
and the other Funds which are part of the Series Funds are diversified
portfolios. The Investors Fund is a diversified open-end management investment
company incorporated in Maryland on April 2, 1958. The Capital Fund is a non-
diversified open-end management investment company incorporated in Maryland on
August 23, 1976. The Series Funds, Capital Fund and Investors Fund are,
individually, a 'Company,' or collectively, the 'Companies.'
This Statement of Additional Information (the 'SAI') is not a prospectus and is
only authorized for distribution only when preceded or accompanied by the Funds'
current Prospectus, dated September , 1999, (the 'Prospectus'). This SAI
supplements and should be read in conjunction with the Prospectus. Additional
information about the Funds' investments is available in the Fund's Annual and
Semi-Annual Reports to shareholders. The Prospectus and copies of the Reports
may be obtained without charge by writing the Funds at the address, or by
calling the toll-free telephone numbers, listed above.
TABLE OF CONTENTS
<TABLE>
<S> <C>
Additional Information on Fund Investments and Investment Policies........................................ 2
Additional Investment Activities and Risk Factors......................................................... 20
Investment Restrictions and Limitations................................................................... 52
Management................................................................................................ 61
Principal Holders of Securities........................................................................... 65
Investment Manager........................................................................................ 71
Portfolio Transactions.................................................................................... 77
Net Asset Value........................................................................................... 78
Additional Purchase Information........................................................................... 80
Additional Redemption Information......................................................................... 83
Additional Information Concerning Taxes................................................................... 83
Performance Information and Data.......................................................................... 90
Shareholder Services...................................................................................... 97
Account Services.......................................................................................... 100
Capital Stock............................................................................................. 100
Custodian and Transfer Agent.............................................................................. 101
Independent Accountants................................................................................... 102
Counsel................................................................................................... 102
Financial Statements...................................................................................... 102
Special Investment Considerations Relating To New York Municipal Obligations.............................. A-1
Description of Ratings.................................................................................... B-1
</TABLE>
September , 1999
<PAGE>
ADDITIONAL INFORMATION ON PORTFOLIO INVESTMENTS
AND INVESTMENT POLICIES
The Prospectus describes each Fund's investment objective and key investment
policies. The discussion below provides additional information about each Fund's
investment policies and the types of securities and other instruments in which
each Fund may invest. References herein to the investment manager means Salomon
Brothers Asset Management Inc ('SBAM'), except with respect to the Asia Growth
Fund, in which case it means Salomon Brothers Asset Management Asia Pacific
Limited ('SBAM AP').
ASIA GROWTH FUND
The Fund seeks to achieve its objective by investing at least 65% of its total
assets in equity and equity-related securities of Asian Companies. Asian
Companies include companies that are organized under the laws of Bangladesh,
China, Hong Kong, India, Indonesia, Korea, Malaysia, Pakistan, the Philippines,
Singapore, Sri Lanka, Taiwan, Thailand or any other country in the Asian region
(other than Japan, Australia and New Zealand) that currently or in the future
permits foreign investment (collectively, 'Asian Countries').
More than 25% of the Fund's total assets may be denominated or quoted in the
currencies of Hong Kong, Malyasia, Singapore and Thailand. In this connection,
SBAM AP anticipates that up to 40% of the Fund's total assets may be invested in
Hong Kong. Under an agreement signed in 1984, Britain passed Hong Kong's
sovereignty to China effective July 1, 1997. The political, social and financial
ramifications of China's assumption of sovereignty over Hong Kong, and the
impact on the financial markets in Hong Kong, Asia or elsewhere, are uncertain.
The Asia Growth Fund from time to time may invest up to 10% of its total assets
in non-convertible debt securities, which may include securities rated below
investment grade by Standard & Poor's Rating Group ('S&P') and Moody's Investors
Service, Inc. ('Moody's') with no minimum rating required or comparable unrated
securities, commonly known as 'junk bonds.' There is no limit on the amount of
the Fund's assets that can be invested in convertible securities rated below
investment grade. For additional information on these high yield debt
securities, which may involve a high degree of risk, see 'Additional Investment
Activities and Risk Factors -- High Yield Securities.'
In order to maintain liquidity, the Asia Growth Fund may hold and/or invest up
to 35% of its total assets in debt securities denominated in U.S. dollars or in
another freely convertible currency including: (1) short-term (less than 12
months to maturity) and medium-term (not greater than five years to maturity)
obligations issued or guaranteed by (a) the U.S. government or the government of
an Asian Country, their agencies or instrumentalities or (b) international
organizations designated or supported by multiple foreign governmental entities
to promote economic reconstruction or development ('supranational entities');
(2) finance company obligations, corporate commercial paper and other short-term
commercial obligations, in each case rated, or issued by companies with similar
securities outstanding that are rated, 'Prime-1' or 'A' or better by Moody's or
'A-1' or 'A' or better by S&P or, if unrated, of comparable quality as
determined by SBAM AP; (3) obligations (including certificates of deposit, time
deposits, demand deposits and bankers' acceptances) of banks; and (4) repurchase
agreements (as described below under 'Additional Investment Activities and Risk
Factors -- Repurchase Agreements') with respect to securities in which the Fund
may invest. If at some future date, in the opinion of SBAM AP, adverse
conditions prevail in the securities markets which makes the Asia Growth Fund's
investment strategy inconsistent with the best interests of the Fund's
shareholders, the Fund may invest its assets without limit in such instruments.
The Asia Growth Fund may enter into repurchase agreements and reverse repurchase
agreements, may purchase securities on a firm commitment basis, including
when-issued securities; and may lend portfolio securities. The Fund may also
invest in investment funds. For a description of these investment practices and
the risks associated therewith, see 'Additional Investment Activities and Risk
Factors.'
2
<PAGE>
The Asia Growth Fund may purchase securities for which there is a limited
trading market or which are subject to restrictions on resale to the public. The
Fund will not invest more than 15% of the value of its total assets in illiquid
securities, such as 'restricted securities' which are illiquid, and securities
that are not readily marketable. For further discussion of illiquid securities
and their associated risks, see 'Additional Investment Activities and Risk
Factors -- Restricted Securities and Securities With Limited Trading Markets.'
As more fully described below, the Fund may purchase Rule 144A securities. The
Fund's holdings of Rule 144A securities which are liquid securities will not be
subject to the 15% limitation on investments in illiquid securities.
The Asia Growth Fund is currently authorized and intends to use the various
investment strategies referred to under 'Additional Investment Activities and
Risk Factors -- Derivatives.' The Fund's ability to pursue certain of these
strategies may be limited by applicable regulations of the SEC, the CFTC and the
federal income tax requirements applicable to regulated investment companies.
Descriptions of these strategies and of certain risks associated therewith are
contained herein.
The foregoing investment policies and activities are not fundamental policies
and may be changed by vote of the Fund's Board of Directors without the approval
of shareholders.
CAPITAL FUND
In seeking capital appreciation, the Capital Fund may purchase securities of
seasoned issuers, relatively smaller and newer companies as well as in new
issuers and may be subject to wide fluctuations in market value. Portfolio
securities may have limited marketability or may be widely and publicly traded.
The Fund will not concentrate its investments in any particular industry.
To meet operating expenses, to serve as collateral in connection with certain
investment techniques and to meet anticipated redemption requests, the Fund
generally holds a portion of its assets in short-term fixed income securities
(government obligations or investment grade debt securities) or cash or cash
equivalents. As described below, short-term investments may include repurchase
agreements with banks or brokers-dealers. When management deems it appropriate,
for temporary defensive purposes, the Fund may invest without limitation in
investment grade fixed-income securities or hold assets in cash or cash
equivalents. Investment grade debt securities are debt securities rated BBB or
better by S&P or Baa or better by Moody's, or if rated by other rating agencies
or if unrated, securities deemed by SBAM to be of comparable quality. See
'Appendix B: Description of Ratings.' Investments in such investment grade
fixed-income securities may also be made for the purpose of capital
appreciation, as in the case of purchases of bonds traded at a substantial
discount or when SBAM believes interest rates may decline.
There is no limit on the amount of the Fund's assets that can be invested in
securities rated below investment grade. For additional information on these
high yield debt securities, which may involve a high degree of risk, see
'Additional Investment Activities and Risk Factors -- High Yield Securities.'
The Capital Fund may purchase securities for which there is a limited trading
market or which are subject to restrictions on resale to the public. The Fund
will not invest more than 10% of the value of its total assets in illiquid
securities, such as 'restricted securities' which are illiquid, and securities
that are not readily marketable. For further discussion of illiquid securities
and their associated risks, see 'Additional Investment Activities and Risk
Factors -- Restricted Securities and Securities With Limited Trading Markets.'
As more fully described below, the Fund may purchase Rule 144A securities. The
Fund's holding of Rule 144A securities which are liquid securities will not be
subject to the 10% limitation on investments in illiquid securities.
As indicated below under 'Investment Restrictions and Limitations,' the Fund may
from time to time lend portfolio securities to selected members of the NYSE.
Such loans will not exceed 10% of the Fund's total assets taken at value. For a
discussion of the risks associated with lending portfolio securities, see
'Additional Investment Activities and Risk Factors -- Loans of Portfolio
Securities.'
As indicated below under 'Investment Restrictions and Limitations,' the Capital
Fund may invest in repurchase agreements in an amount up to 25% of its total
assets. The Fund enters into
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repurchase agreements with respect to securities in which it may otherwise
invest. For a description of repurchase agreements and their associated risks,
see 'Additional Investment Activities and Risk Factors -- Repurchase
Agreements.' In addition, in order to meet redemptions or to take advantage of
promising investment opportunities without disturbing an established portfolio,
the Fund may borrow up to an aggregate of 15% of the value of its total assets
taken at the time of borrowing. In addition, the Fund may borrow for temporary
or emergency purposes an aggregate amount which may not exceed 5% of the value
of its total assets at the time of borrowing. The Fund shall borrow only from
banks. Borrowings may be unsecured, or may be secured by not more than 15% of
the value of the Fund's total assets. As a matter of operating policy, however,
the Fund will not secure borrowings by more than 10% of the value of the Fund's
total assets. For a discussion of the risks associated with borrowings, see
'Additional Investment Activities and Risk Factors -- Borrowing.'
As a hedge against either a decline in the value of the securities included in
the Capital Fund's portfolio, or against an increase in the price of the
securities which it plans to purchase, or in order to preserve or maintain a
return or spread on a particular investment or portion of its portfolio or to
achieve a particular return on cash balances, or in order to increase income or
gain, the Capital Fund may use all of the investment strategies referred to
under 'Additional Investment Activities and Risk Factors -- Derivatives.' The
Fund's ability to pursue certain of these strategies may be limited by
applicable regulations of the SEC, the CFTC and the federal income tax
requirements applicable to regulated investment companies.
The foregoing investment policies (other than the policy of the Capital Fund
with respect to the borrowing of money and the lending of portfolio securities)
are not fundamental policies and may be changed by vote of the Board of
Directors without the approval of shareholders.
CASH MANAGEMENT FUND
The types of obligations in which the Cash Management Fund may invest include:
(1) Securities issued or guaranteed by the U.S. government or by agencies or
instrumentalities thereof. The Fund will invest in such obligations only where
SBAM determines that the credit risk with respect to the issuer is minimal;
(2) Obligations issued or guaranteed by U.S. banks with total assets of at least
$1 billion (including obligations of foreign branches of such banks) and by the
75 largest foreign commercial banks in terms of total assets;
(3) High-quality commercial paper and other high-quality short-term debt
obligations; and
(4) Obligations of the International Bank for Reconstruction and Development
(also known as the 'World Bank'), other supranational organizations and foreign
governments and their agencies and instrumentalities.
The Cash Management Fund may also enter into repurchase agreements with respect
to the obligations identified above. While the maturity of the underlying
securities in a repurchase agreement transaction may be more than 397 days, the
term of the repurchase agreement will always be less than 397 days. For a
description of repurchase agreements and their associated risks, see 'Additional
Investment Activities and Risk Factors -- Repurchase Agreements.'
The Cash Management Fund will, as a fundamental policy, invest at least 25% of
the current value of its total assets in bank obligations (including bank
obligations subject to repurchase agreements). However, if at some future date
adverse conditions prevail in the banking industry or in the market for bank
obligations, the Fund, for temporary defensive purposes, may temporarily invest
less than 25% of its assets in bank obligations. Bank obligations that may be
purchased by the Fund consist of obligations issued or guaranteed by U.S. banks
with total assets of at least $1 billion (including obligations issued by
foreign branches of such banks) and by the 75 largest foreign commercial banks
in terms of total assets. Such obligations include certificates of deposit,
commercial paper, bankers' acceptances and fixed time deposits. Fixed time
deposits are obligations of branches of U.S. banks or foreign banks which are
payable at a stated maturity date and bear a
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fixed rate of interest. Although fixed time deposits do not have a market, there
are no contractual restrictions on the right to transfer a beneficial interest
in the deposit to a third party. For a discussion of the risks associated with
investing in bank obligations, see 'Additional Investment Activities and Risk
Factors -- Bank Obligations.'
The commercial paper that may be purchased by the Cash Management Fund consists
of direct obligations of domestic issuers which are: (i) rated in the highest
short-term rating category by at least two nationally recognized statistical
rating organizations ('NRSROs') or by one NRSRO if only one NRSRO has rated the
security; or (ii) if not rated, deemed by SBAM to be of comparable quality to
commercial paper so rated.
The Cash Management Fund's investments in corporate debt securities will consist
of non-convertible corporate debt securities such as bonds and debentures of
domestic issuers that have 397 days or less remaining to maturity and are of an
investment quality comparable to rated commercial paper in which the Fund may
invest.
The Fund will purchase obligations of supranational entities only if such
obligations, in the opinion of SBAM based on guidelines established by the
Fund's Board of Directors, are of comparable quality to corporate obligations in
which the Fund may invest. The Cash Management Fund limits its investments in
obligations of foreign governments and their agencies and instrumentalities to
U.S. dollar-denominated commercial paper and other short-term notes issued or
guaranteed by the governments or agencies and instrumentalities of Western
Europe, including the United Kingdom, Spain, Portugal, Greece, Austria, France,
West Germany, Belgium, the Netherlands, Italy, Switzerland, Denmark, Norway,
Sweden, Finland and Ireland, and of Australia, New Zealand, Japan and Canada.
For a description of supranational obligations and their associated risks, see
'Additional Investment Activities and Risk Factors -- Obligations of
Supranational Entities.'
The Cash Management Fund may also invest in high quality, short-term municipal
obligations that carry yields that are competitive with those of other types of
money market instruments in which the Fund may invest. Dividends paid by the
Fund derived from interest on municipal obligations that may be purchased by it
will be taxable to shareholders for federal income tax purposes because the Fund
will not qualify as an entity that can pass through the tax-exempt character of
such interest.
The Cash Management Fund may invest in floating and variable rate obligations
with stated maturities in excess of 397 days upon compliance with certain
conditions contained in Rule 2a-7 promulgated under the 1940 Act, in which case
such obligations will be treated, in accordance with Rule 2a-7, as having
maturities not exceeding 397 days. For a further discussion of such obligations,
see 'Additional Investment Activities and Risk Factors -- Floating and Variable
Rate Instruments.'
The Cash Management Fund may also invest in variable amount master demand notes.
A variable amount master demand note differs from ordinary commercial paper in
that it is issued pursuant to a written agreement between the issuer and the
holder, its amount may from time to time be increased by the holder (subject to
an agreed maximum) or decreased by the holder or the issuer, it is payable on
demand, the rate of interest payable on it varies with an agreed formula and it
is not typically rated by a rating agency.
The Cash Management Fund may also purchase asset-backed securities. Any
asset-backed securities held by the Fund must comply with its credit quality
requirements and be deemed to have a maturity of 397 days or less in accordance
with applicable regulations. For a further discussion of asset backed securities
and the risks associated therewith, see 'Additional Investment Activities and
Risk Factors -- Asset-Backed Securities.'
Among the municipal obligations that the Cash Management Fund may invest in are
participation certificates in a lease, an installment purchase contract or a
conditional sales contract (hereinafter collectively called 'lease obligations')
entered into by a State or a political subdivision to finance the acquisition or
construction of equipment, land or facilities. For a further discussion of
municipal lease obligations, see 'Additional Investment Activities and Risk
Factors -- Municipal Lease Obligations.' Certain investments in lease
obligations may be illiquid. The Fund may not
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<PAGE>
invest in illiquid lease obligations if such investments, together with all
other illiquid investments, would exceed 10% of the Fund's net assets. The Fund
may, however, invest without regard to such limitation in lease obligations
which SBAM, pursuant to guidelines which have been adopted by the Board of
Directors and subject to the supervision of the Board, determines to be liquid.
The Cash Management Fund may purchase securities on a firm commitment basis,
including when-issued securities. See 'Additional Investment Activities and Risk
Factors -- Firm Commitments and When-Issued Securities' for a description of
such securities and their associated risks.
In view of the fundamental policy of the Cash Management Fund to invest at least
25% of its assets in bank obligations, except for temporary defensive purposes
as described above, an investment in the Cash Management Fund should be made
with an understanding of the characteristics of the banking industry and the
risks which such an investment may entail. See 'Additional Investment Activities
and Risk Factors -- Bank Obligations.'
The Cash Management Fund is not authorized to use any of the various investment
strategies referred to under 'Additional Investment Activities and Risk
Factors -- Derivatives.'
Except with respect to the Cash Management Fund's investment objective and the
Fund's policy to invest at least 25% of its assets in bank obligations, as
described above, the foregoing investment policies and activities are not
fundamental policies and may be changed by vote of the Board of Directors of the
Cash Management Fund without the approval of shareholders.
HIGH YIELD BOND FUND
The High Yield Bond Fund intends to invest, under normal market conditions, at
least 65% of its assets in securities rated 'Baa' or lower by Moody's or 'BBB'
or lower by S&P, or in securities determined by SBAM to be of comparable
quality. Certain of the debt securities purchased by the Fund may be rated as
low as 'C' by Moody's or 'D' by S&P or may be comparable to securities so rated.
The lower-rated bonds in which the Fund may invest are commonly referred to as
'junk bonds.' The Fund may also invest up to 35% of its total assets in foreign
fixed-income securities.
The High Yield Bond Fund may also invest in zero coupon securities and
pay-in-kind bonds, which involve special risk considerations. See 'Additional
Investment Activities and Risk Factors -- Zero Coupon Securities, Pay-in-Kind
Bonds and Deferred Payment Securities.'
The High Yield Bond Fund may invest in fixed and floating rate loans ('Loans')
arranged through private negotiations between a corporate borrower or a foreign
sovereign entity and one or more financial institutions ('Lenders'). The Fund
may invest in such Loans in the form of participations in Loans
('Participations') and assignments of all or a portion of Loans from third
parties ('Assignments'). See 'Additional Investment Activities and Risk
Factors -- Loan Participations and Assignments.'
The High Yield Bond Fund may invest up to 20% of its assets in common stock,
convertible securities, warrants, preferred stock or other equity securities
when consistent with the Fund's objectives. The Fund will generally hold such
equity investments as a result of purchases of unit offerings of fixed-income
securities which include such securities or in connection with an actual or
proposed conversion or exchange of fixed-income securities, but may also
purchase equity securities not associated with fixed-income securities when, in
the opinion of the investment manager, such purchase is appropriate.
There may be times when, in SBAM's judgment, conditions in the securities
markets would make pursuing the Fund's basic investment strategy inconsistent
with the best interests of the Fund's shareholders. At such times, the Fund may
employ alternative strategies, including investment of a substantial portion of
its assets in securities rated higher than 'Baa' by Moody's or 'BBB' by S&P, or
of comparable quality. In addition, in order to maintain liquidity, the Fund may
invest up to 35% of its assets in high-quality short-term money market
instruments. Such instruments may include obligations of the U.S. government or
its agencies or instrumentalities; commercial paper of issuers rated, at the
time of purchase, A-2 or better by S&P or P-2 or better by Moody's or which, in
SBAM's determination, are of comparable quality; certificates of deposit,
banker's
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<PAGE>
acceptances or time deposits of U.S. banks with total assets of at least $1
billion (including obligations of foreign branches of such banks) and of the 75
largest foreign commercial banks in terms of total assets (including domestic
branches of such banks), and repurchase agreements with respect to such
obligations.
If at some future date, in SBAM's opinion, adverse conditions prevail in the
securities markets which make the High Yield Bond Fund's investment strategy
inconsistent with the best interests of the Fund's shareholders, the Fund may
invest its assets without limit in high-quality short-term money market
instruments.
The High Yield Bond Fund may enter into repurchase agreements and reverse
repurchase agreements, may purchase securities on a firm commitment basis,
including when-issued securities, and may lend portfolio securities. For a
description of these investment practices and the risks associated therewith,
see 'Additional Investment Activities and Risk Factors.'
The High Yield Bond Fund may purchase securities for which there is a limited
trading market or which are subject to restrictions on resale to the public. The
Fund will not invest more than 15% of the value of its total assets in illiquid
securities, such as 'restricted securities' which are illiquid, and securities
that are not readily marketable. As more fully described herein, the Fund may
purchase certain restricted securities ('Rule 144A securities') for which there
is a secondary market of qualified institutional buyers as contemplated by Rule
144A under the Securities Act of 1933, as amended (the '1933 Act'). The Fund's
holdings of Rule 144A securities which are liquid securities will not be subject
to the 15% limitation on investments in illiquid securities. For further
discussion of illiquid securities and their associated risks, see 'Additional
Investment Activities and Risk Factors -- Restricted Securities and Securities
with Limited Trading Markets.'
The foregoing investment policies, other than the High Yield Bond Fund's
investment objectives, are not fundamental policies and may be changed by vote
of the Fund's Board of Directors without the approval of shareholders.
INTERNATIONAL EQUITY FUND
The Fund seeks to achieve its objective by investing at least 65% of its assets
in equity and equity-related securities of issuers organized in at least three
countries other than the United States.
The Fund will invest in securities of non-U.S. issuers. These include securities
traded on an exchange or in over-the-counter markets located outside the U.S.
American Depository Receipts ('ADRs'), European Depository Receipts ('EDRs'),
Global Depository Receipts ('GDRs') and other forms of depositary receipts for
securities of non-U.S. issuers, securities of issuers located in developing
countries. Generally, ADRs, in registered form, are designed for use in U.S.
securities markets and EDRs and GDRs, in bearer form, are designed for use in
European and global securities markets.
The Fund may purchase securities that are not registered under the Securities
Act of 1933 ('Securities Act'), but can be offered and sold to 'qualified
institutional buyers' under Rule 144A under the Securities Act. However, the
Fund will not invest more than 15% of its assets in illiquid securities.
The Fund may also enter into repurchase agreements and reverse repurchase
agreements and lend its portfolio securities in an amount not exceeding 33 1/3%
of the value of its net assets.
The Fund may also use all of the investment strategies referred to under
'Additional Investment Activities and Risk Factors -- Derivatives.'
INVESTORS FUND
The Investors Fund from time to time may invest up to 5% of its net assets in
non-convertible debt securities rated below investment grade by S&P and Moody's
with no minimum rating required or comparable unrated securities. There is no
limit on the amount of Investors Fund's assets that can be invested in
convertible securities rated below investment grade. For additional
7
<PAGE>
information on these high yield debt securities, which involve a high degree of
risk, see the description above of investment objectives and polices for the
High Yield Bond Fund and 'Additional Investment Activities and Risk
Factors -- High Yield Securities.'
The Investors Fund maintains a carefully selected portfolio of securities
diversified among industries and companies. The Fund may invest up to 25% of its
net assets in any one industry. The Fund generally purchases marketable
securities, primarily those traded on the New York Stock Exchange ('NYSE') or
other national securities exchanges, but also issues traded in the over-the-
counter market. The Fund will not invest more than 10% of the value of its total
assets in illiquid securities, such as 'restricted securities' which are
illiquid, and securities that are not readily marketable. As more fully
described below, the Fund may purchase certain Rule 144A securities for which
there is a secondary market of qualified institutional buyers as contemplated by
Rule 144A under the 1933 Act. The Fund's holdings of Rule 144A securities which
are liquid securities will not be subject to the 10% limitation on investments
in illiquid securities. For further discussion of illiquid securities and their
associated risks, see 'Additional Investment Activities and Risk
Factors -- Restricted Securities and Securities with Limited Trading Markets.'
From time to time, the Investors Fund may lend portfolio securities to brokers
or dealers or other financial institutions. Such loans will not exceed 33 1/3%
of the Fund's total assets, taken at value. For a discussion of the risks
associated with lending portfolio securities, see 'Additional Investment
Activities and Risk Factors -- Loans of Portfolio Securities.'
As indicated under 'Investment Restrictions and Limitations' below, the
Investors Fund may invest in repurchase agreements in an amount up to 25% of its
total assets. For a description of repurchase agreements and their associated
risks, see 'Additional Investment Activities and Risk Factors -- Repurchase
Agreements.' In addition, in order to meet redemption requests or as a temporary
measure, the Fund may borrow up to an aggregate of 5% of its total assets taken
at cost or value, whichever is less. The Fund shall borrow only from banks.
As a hedge against either a decline in the value of securities included in the
Investors Fund's portfolio or against an increase in the price of securities
which it plans to purchase or in order to preserve or maintain a return or
spread on a particular investment or portion of its portfolio or to achieve a
particular return on cash balances, or in order to increase income or gain, the
Investors Fund may use all of the various investment strategies referred to
under 'Additional Investment Activities and Risk Factors -- Derivatives.' The
Fund's ability to pursue certain of these strategies may be limited by
applicable regulations of the SEC, the CFTC and the federal income tax
requirements applicable to regulated investment companies. Descriptions of these
strategies and of certain risks are contained herein.
The foregoing investment policies, other than the Investors Fund's investment
objectives and the Fund's policies with respect to repurchase agreements,
borrowing of money and lending of portfolio securities, are not fundamental
policies and may be changed by vote of the Board of Directors without the
approval of shareholders.
LARGE CAP GROWTH FUND
The Fund seeks to achieve its objective by investing at least 65% of its assets
in equity securities of U.S. large cap issuers. However, the Fund may invest up
to 35% of its assets in smaller capitalized companies. See 'Additional
Investment Activities and Risk Factors -- Smaller Capitalized Companies' for a
discussion of risks. The Fund may purchase securities for which there is limited
trading market or which are subject to restrictions on resale to the public. The
Fund may not invest more than 15% of its assets in illiquid securities. For
further discussion of illiquid securities and their associated risks, see
'Additional Investment Activities and Risk Factors -- Restricted Securities and
Securities with Limited Trading Markets.' The Fund's holding of Rule 144A
securities which are liquid securities will not be subject to this limitation.
The Fund may also enter into repurchase agreements and reverse repurchase
agreements and lend its portfolio securities in an amount not exceeding 33 1/3%
of the value of its net assets.
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The Fund may also use all of the investment strategies referred to under
'Additional Investment Activities and Risk Factors -- Derivatives.'
NATIONAL INTERMEDIATE MUNICIPAL FUND
The Fund will invest under normal circumstances at least 80% of its net assets
in municipal obligations the interest on which is exempt from regular federal
income tax. All or a portion of the Fund's dividends paid in respect of its
shares may be subject to the federal alternative minimum tax. See 'Additional
Information Concerning Taxes.'
The National Intermediate Municipal Fund will not invest in municipal
obligations that are rated below investment grade at the time of purchase.
However, the Fund may retain in its portfolio a municipal obligation whose
rating drops below 'Baa' or 'BBB' after its acquisition by the Fund, if in
SBAM's opinion, the retention of such obligation advisable.
The types of obligations in which the National Intermediate Municipal Fund may
invest include municipal bonds, municipal notes, municipal obligations, 'moral
obligation' securities, taxable high quality short-term money market instruments
and municipal commercial paper which are described below under 'New York
Municipal Money Market Fund.' The Fund may also invest in municipal lease
obligations, floating and variable rate obligations, participation certificates,
variable rate auction securities and inverse floaters which are described under
'Additional Investment Activities and Risk Factors.' It is not presently
anticipated that the Fund will invest in variable rate auction securities or
inverse floaters to any significant degree.
The Fund may invest in municipal bonds that are rated at the time of purchase
within the four highest ratings assigned by Moody's, S&P or Fitch IBCA, Inc.
('Fitch'), or determined by SBAM to be of comparable quality to bonds so rated.
A description of the ratings used by Moody's, S&P and Fitch is included in
Appendix B to this SAI.
The Fund may invest in municipal notes rated at the time of purchase MIG1, MIG2
(or VMIG-1 or VMIG-2, in the case of variable rate demand notes), P-2 or better
by Moody's, SP-2, A-2 or better by S&P, or F-2 or better by Fitch, or determined
by SBAM to be of comparable quality.
The Fund currently intends to invest substantially all of its assets in
obligations the interest on which is exempt from regular federal income taxes.
See 'Additional Information Concerning Taxes.' However, in order to maintain
liquidity, the Fund may invest up to 20% of its assets in taxable obligations,
including the following taxable high-quality short-term money market
instruments: obligations of the U.S. government or its agencies or
instrumentalities; commercial paper of issuers rated, at the time of purchase,
A-2 or better by S&P or P-2 or better by Moody's or which, in the opinion of the
investment manager, is of comparable quality; certificates of deposit, banker's
acceptances or time deposits of U.S. banks with total assets of at least $1
billion (including obligations of foreign branches of such banks) and of the 75
largest foreign commercial banks in terms of total assets (including domestic
branches of such banks), and repurchase agreements with respect to such
obligations. If at some future date, in SBAM's opinion, adverse conditions
prevail in the market for obligations exempt from regular federal income taxes,
the National Intermediate Municipal Fund may invest its assets without limit in
taxable high-quality short-term money market instruments, the types and
characteristics of which are set forth above. Dividends paid by the Fund that
are attributable to interest derived from taxable money market instruments will
be taxable to investors.
Certain of the obligations that the National Intermediate Municipal Fund may
purchase may have a floating or variable rate of interest. For a description of
these obligations, see 'Additional Investment Activities and Risk
Factors -- Floating and Variable Rate Instruments.'
From time to time, the National Intermediate Municipal Fund may invest more than
25% of its assets in obligations whose interest payments are from revenues of
similar projects (such as utilities or hospitals) or whose issuers share the
same geographic location. As a result, the Fund may be more susceptible to a
single economic, political or regulatory development than would a portfolio of
securities with a greater variety of issuers. These developments include
proposed legislation or
9
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pending court decisions affecting the financing of such projects and market
factors affecting the demand for their services or products.
Opinions relating to the validity of municipal obligations and to the exemption
of interest thereon from regular federal income tax are rendered by bond counsel
to the respective issuers at the time of issuance. Neither the National
Intermediate Municipal Fund nor SBAM will review the proceedings relating to the
issuance of municipal obligations or the basis for such opinions.
The National Intermediate Municipal Fund may purchase securities on a
when-issued or delayed delivery basis. See 'Additional Investment Activities and
Risk Factors -- Firm Commitments and When-Issued Securities' for a description
of such securities and their associated risks.
The National Intermediate Municipal Fund may purchase securities for which there
is a limited trading market or which are subject to restrictions on resale to
the public. The Fund will not invest more than 15% of the value of its total
assets in illiquid securities, such as 'restricted securities' which are
illiquid, and securities that are not readily marketable. For further discussion
of illiquid securities and their associated risks, see 'Additional Investment
Activities and Risk Factors -- Restricted Securities and Securities with Limited
Trading Markets.'
The National Intermediate Municipal Fund is currently authorized to use only
certain of the various investment strategies referred to under 'Additional
Investment Activities and Risk Factors -- Derivatives.' Specifically, the Fund
may purchase or sell futures contracts on (a) U.S. debt securities and (b)
municipal bond indices. Currently, at least one exchange trades futures
contracts on an index of long-term municipal bonds, and the Fund reserves the
right to conduct futures transactions based on an index which may be developed
in the future to correlate with price movements in municipal obligations. The
Fund will only enter into futures contracts traded on recognized domestic
exchanges. The Fund does not intend to enter into futures contracts on a regular
basis, and will not do so if, as a result, the Fund will have more than 25% of
the value of its total assets committed to the completion of such contracts. The
Fund will not engage in futures transactions for leveraging purposes. The Fund's
ability to pursue these strategies may be limited by applicable regulations of
the SEC, the Commodity Futures Trading Commission (the 'CFTC') and the federal
income tax requirements applicable to regulated investment companies. For a
discussion of futures transactions, including certain risks associated
therewith, see 'Additional Investment Activities and Risk
Factors -- Derivatives'.
The foregoing policies, other than the National Intermediate Municipal Fund's
investment objective, are not fundamental policies and may be changed by vote of
the Fund's Board of Directors without the approval of shareholders.
NEW YORK MUNICIPAL MONEY MARKET FUND
The types of obligations in which the New York Municipal Money Market Fund may
invest include (see 'Description of Ratings' in Appendix B):
(1) Municipal commercial paper that is rated 'P-1' or 'P-2' by Moody's or 'A-1'
or 'A-2' by S&P or, if not rated, is, in the opinion of SBAM based on guidelines
established by the Fund's Board of Directors, of comparable quality to rated
municipal commercial paper in which the Fund may invest (see 'Description of
Ratings' in Appendix B);
(2) Municipal notes that are rated 'MIG 1', 'MIG 2' (or 'VMIG 1' or 'VMIG 2' in
the case of variable rate demand notes), 'P-1', 'P-2' or 'Aa' or better by
Moody's or 'SP-1', 'SP-2', 'A-1', 'A-2' or 'AA' or better by S&P or, if not
rated, are, in the opinion of the investment manager based on guidelines
established by the Series Funds' Board of Directors, of investment quality
comparable to rated municipal notes in which the Fund may invest; and
(3) Municipal bonds which are rated 'Aa' or better by Moody's or 'AA' or better
by S&P or, if not rated, are, in the opinion of SBAM based on guidelines
established by the Series Funds Board of Directors, of comparable quality to
rated municipal bonds in which the Fund may invest.
The New York Municipal Money Market Fund currently intends to invest
substantially all of its assets in obligations that are exempt from federal
income tax and from the personal income taxes
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of the State of New York and its cities. See 'Additional Information Concerning
Taxes.' To the extent that the unavailability of suitable obligations for
investment by the Fund prevents it from investing substantially all of its
assets in such obligations, the Fund may purchase municipal obligations issued
by other states, their agencies and instrumentalities. Under normal market
conditions, however, the Fund will invest at least 65% of its total assets in
obligations that are exempt from federal income tax and from the personal income
taxes of the State of New York and its cities, as described above. In addition,
it is a fundamental policy of the Fund to invest, under normal market
conditions, at least 80% of its total assets in obligations that are exempt from
federal income tax. To the extent not so invested, the remaining 20% of the
Fund's assets may be invested in high quality, short-term money market
instruments, the income from which is subject to federal income tax. Taxable
money market instruments that may be purchased by the Fund include securities
issued or guaranteed as to principal and interest by the United States
government or by agencies or instrumentalities thereof; obligations issued or
guaranteed by United States banks with total assets of at least $1 billion
(including obligations of foreign branches of such banks) and by the 75 largest
foreign commercial banks in terms of total assets; high quality commercial paper
and other high quality short-term debt obligations; and obligations of the World
Bank, other supranational organizations and foreign governments and their
agencies and instrumentalities. For a discussion of the U.S. government
securities, bank obligations and World Bank and other supranational and foreign
government obligations in which the Fund may invest, see the description under
'Cash Management Fund' in this section of the SAI. The commercial paper that may
be purchased by the Fund consists of direct obligations of domestic and foreign
issuers which are (i) rated 'P-1' or 'P-2' by Moody's or 'A-1' or 'A-2' by S&P
or (ii) if not rated, are issued or guaranteed as to principal and interest by
issuers having an extensive debt security rating of 'Aa' or better by Moody's or
'AA' or better by S&P or are, in the opinion of SBAM, of comparable quality to
rated commercial paper in which the Fund may invest. The corporate debt
securities in which the Fund may invest will consist of non-convertible
corporate debt securities such as bonds and debentures which are rated 'Aa' or
better by Moody's or 'AA' or better by S&P or are, in the opinion of SBAM, of
comparable quality to rated debt securities in which the Fund may invest. The
Fund may also enter into repurchase agreements with respect to the taxable
obligations identified above. See 'Repurchase Agreements' under 'Additional
Investment Activities and Risk Factors.' Dividends paid by the Fund that are
attributable to interest derived from taxable money market instruments will be
taxable to investors.
If at some future date, in SBAM's opinion, adverse conditions prevail in the
market for obligations exempt from federal income tax and from the personal
income taxes of the State of New York and its cities, the New York Municipal
Money Market Fund may, for temporary defensive purposes, invest more than 35% of
its assets in municipal obligations issued by other states, their agencies or
instrumentalities or in taxable money market instruments. Moreover, if at some
future date, in the opinion of SBAM, adverse conditions in the market for
municipal securities generally should prevail, the Fund may temporarily invest
more than 20% of its assets in cash reserves or in taxable money market
instruments in order to maintain a defensive posture. To the extent that the
Fund deviates from its investment policies as a result of the unavailability of
suitable obligations or for other temporary defensive purposes, its investment
objective of seeking income exempt from federal income tax and the personal
income taxes of New York State and its cities may not be achieved.
Municipal bonds at the time of issuance are generally long-term securities with
maturities of as much as thirty years or more, but may have remaining maturities
of shorter duration at the time of purchase by the Fund. Municipal commercial
paper that may be purchased by the New York Municipal Money Market Fund consists
of short-term obligations of a municipality. Such paper is likely to be issued
to meet seasonal working capital needs of a municipality or as interim
construction financing. Municipal commercial paper, in many cases, is backed by
a letter of credit lending agreement, note repurchase agreement or other credit
facility agreement offered by banks and other institutions.
Municipal notes are issued to meet the short-term funding requirements of local,
regional and state governments. Municipal notes generally have maturities at the
time of issuance of three years or
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less. Municipal notes that may be purchased by the Fund include, but are not
limited to tax anticipation notes ('TANs'), bond anticipation notes ('BANs') and
revenue anticipation notes ('RANs').
TANs are sold as interim financing in anticipation of collection of taxes. An
uncertainty in a municipal issuer's capacity to raise taxes as a result of such
things as a decline in its tax base or a rise in delinquencies could adversely
affect the issuer's ability to meet its obligations on outstanding TANs. BANs
are sold as interim financing in anticipation of a bond sale. The ability of a
municipal issuer to meet its obligations on its BANs is primarily dependent on
the issuer's adequate access to the longer term municipal bond market and the
likelihood that the proceeds of such bond sales will be used to pay the
principal of, and interest on, BANs. RANs are sold as interim financing in
anticipation of receipt of other revenues. A decline in the receipt of certain
revenues, such as anticipated revenues from another level of government, could
adversely affect an issuer's ability to meet its obligations on outstanding
RANs. Municipal notes also include construction loan notes and project notes.
TANs, BANs and RANs are usually general obligations of the issuer. Project notes
are issued by local housing authorities to finance urban renewal and public
housing projects and are secured by the full faith and credit of the United
States Government.
The interest on private activity bonds issued after August 7, 1986 is an item of
tax preference for purposes of the federal alternative minimum tax. The Fund
will not be restricted with respect to the proportion of its assets that may be
invested in such obligations. Accordingly, the Fund may not be a suitable
investment vehicle for individuals or corporations that are subject to the
federal alternative minimum tax.
The New York Municipal Money Market Fund's portfolio may also include 'moral
obligation' securities, which are normally issued by special purpose public
authorities. If the issuer of moral obligation securities is unable to meet its
debt service obligations from current revenues, it may draw on a reserve fund,
the restoration of which is a moral commitment but not a legal obligation of the
state or municipality that created the issuer.
The New York Municipal Money Market Fund's classification as a 'non-diversified'
investment company means that the proportion of the Fund's assets that are
permitted to be invested in the securities of a single issuer is not limited by
the 1940 Act. However, beginning July 1, 1998, in accordance with Rule 2a-7 of
the 1940 Act, the Fund will limit its investments so that with regard to 75% of
total assets, no more than 5% of assets are invested in the securities of a
single issuer, and with respect to the remaining 25% of total assets, no more
than 5% of total assets are invested in the securities of a single issuer,
unless such securities meet certain credit quality requirements of Rule 2a-7.
Because the Fund has the ability, like many other single-state tax-free money
market funds, to invest a significant percentage of its assets in the securities
of a single issuer, an investment in the Fund may be riskier than an investment
in other types of money market funds.
Although New York State's financial operations improved during the most recent
years, both the City and other State localities continue to require significant
financial assistance from the State. In recent years, however, S&P upgraded the
State's rating from 'A-' to 'A,' and changed the outlook on the City's 'BBB+'
rating from 'stable' to 'positive.' New York City's rating was upgraded from
'Baa1' to 'A3' by Moody's in February of 1998. Both the State and the City face
fiscal challenges, including declining federal subsidization and a cyclical
economic base. If either New York State or any of its local governmental
entities is unable to meet its financial obligations, the income derived by the
Fund and its ability to preserve capital and liquidity could be adversely
affected. See 'Special Factors Affecting Investment in New York Municipal
Obligations' in Appendix A for further information.
From time to time the New York Municipal Money Market Fund may invest 25% or
more of its assets in municipal obligations that are related in other ways such
that an economic, business or political development or change affecting one such
obligation could also affect the other obligations; for example, municipal
obligations the interest on which is paid from revenues of similar types of
projects. In addition, from time to time, the Fund may invest 25% or more of its
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assets in industrial development bonds, which, although issued by industrial
development authorities, may be backed only by those assets and revenues of
non-governmental users.
Opinions relating to the validity of municipal obligations and to the exemption
of interest thereon from federal income tax and New York State and New York City
personal income taxes are rendered by bond counsel to the respective issuers at
the time of issuance. Neither the Fund nor SBAM will review the proceedings
relating to the issuance of municipal obligations or the basis for such
opinions.
The New York Municipal Money Market Fund may invest without limitation in
obligations that are guaranteed or have other credit support provided by a
foreign bank. The Fund's ability to receive payment with respect to any such
guarantee or other credit support may involve certain risks, such as future
political, social and economic developments, less governmental supervision and
regulation, market liquidity differences, the possible establishment of laws or
restrictions that might adversely affect the payment of the bank's obligations
under the guarantee or other credit support and the difficulty of obtaining or
enforcing a judgment against the bank.
Certain of the obligations that the New York Municipal Money Market Fund may
purchase may have a floating or variable rate of interest. For a description of
these obligations, see 'Additional Investment Activities and Risk Factors --
Floating and Variable Rate Instruments.'
The New York Municipal Money Market Fund may purchase participation certificates
issued by a bank, insurance company or other financial institution in
obligations that may otherwise be purchased by the Fund. For a further
discussion of participation certificates, see 'Additional Investment Activities
and Risk Factors -- Participation Certificates.'
The New York Municipal Money Market Fund may invest in municipal lease
obligations. See 'Additional Investment Activities and Risk Factors -- Municipal
Lease Obligations.' Certain investments in lease obligations may be illiquid.
The Fund may not invest in illiquid lease obligations if such investments,
together with all other illiquid investments, would exceed 10% of the Fund's net
assets. The Fund may, however, invest without regard to such limitation in lease
obligations which SBAM, pursuant to guidelines which have been adopted by the
Board of Directors and subject to the supervision of the Board, determines to be
liquid.
The New York Municipal Money Market Fund may purchase securities on a firm
commitment basis, including when-issued securities. See 'Additional Investment
Activities and Risk Factors -- Firm Commitments and When-Issued Securities' for
a description of such securities and their associated risks.
The New York Municipal Money Market Fund may enter into standby commitments with
respect to securities held in its portfolio. Such transactions entitle the Fund
to 'put' its securities at an agreed upon price within a specified period of
time prior to their maturity date.
The New York Municipal Money Market Fund is not authorized to use the various
investment strategies referred to under 'Additional Investment Activities and
Risk Factors -- Derivatives.'
Except with respect to the New York Municipal Money Market Fund's investment
objective and the Fund's policy to invest at least 80% of its assets in
tax-exempt obligations, as described above, the foregoing investment policies
and activities are not fundamental policies and may be changed by vote of the
Board of Directors without the approval of shareholders.
See Appendix B for a description of special investment considerations relating
to New York Municipal Obligations.
SMALL CAP GROWTH FUND
The Small Cap Growth Fund will seek to meet its objective by investing primarily
in securities of companies with market capitalizations at the time of purchase
similar to that of companies included the Russell 2000 Index ('Small Cap
Companies'). Under normal market conditions the Small Cap Growth Fund will
invest at least 65% of its total assets in equity securities of Small Cap
Companies. The Small Cap Growth Fund also may invest up to 20% of its total
assets in equity securities of foreign issuers. The Small Cap Growth Fund may
continue to hold securities of
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a company whose market capitalization grows above the capitalization of a Small
Cap Company subsequent to purchase if the company continues to satisfy the other
investment policies of the Small Cap Growth Fund.
The Small Cap Growth Fund will limit its purchases of non-convertible debt
securities to investment grade obligations. For long-term debt obligations, this
includes securities that are rated Baa or better by Moody's or BBB or better by
S&P or Fitch or that are not rated but are considered by SBAM to be of
equivalent quality. See Appendix B to this Prospectus for a description of such
ratings.
To meet operating expenses, to serve as collateral in connection with certain
investment techniques and to meet anticipated redemption requests, the Small Cap
Growth Fund will generally hold a portion of its assets in short-term
fixed-income securities (government obligations or investment grade debt
securities) or cash or cash equivalents. As described below, short-term
investments may include repurchase agreements with banks or broker/dealers. When
SBAM deems it appropriate, during temporary defensive periods due to economic or
market conditions, the Small Cap Growth Fund may invest without limitation in
fixed-income securities or hold assets in cash or cash equivalents. To the
extent the Small Cap Growth Fund assumes a defensive position, it will not be
pursuing its investment objective of capital growth.
The Small Cap Growth Fund may enter into repurchase agreements, reverse
repurchase agreements, may purchase securities on a firm commitment basis,
including when-issued securities, and may lend portfolio securities. The Small
Cap Growth Fund may engage in short sales of securities if it contemporaneously
owns or has the right to obtain at no additional cost securities identical to
those being sold short. The Small Cap Growth Fund may also invest in investment
funds. For a description of these investment practices and the risks associated
therewith, see 'Additional Investment Activities and Risk Factors.'
The Small Cap Growth Fund may purchase securities for which there is a limited
trading market or which are subject to restrictions on resale to the public. The
Small Cap Growth Fund will not invest more than 15% of the value of its total
assets in illiquid securities, such as 'restricted securities' which are
illiquid, and securities that are not readily marketable. For further discussion
of illiquid securities and their associated risks, see 'Additional Investment
Activities and Risk Factors -- Restricted Securities and Securities with Limited
Trading Markets.' The Small Cap Growth Fund may purchase Rule 144A securities.
The Small Cap Growth Fund's holdings of Rule 144A securities which are liquid
securities will not be subject to the 15% limitation on investments in illiquid
securities.
The Small Cap Growth Fund is currently authorized to use the various investment
strategies referred to under 'Additional Investment Activities and Risk
Factors -- Derivatives.' It is not presently anticipated that any of these
strategies will be used to a significant degree by the Small Cap Growth Fund.
The Small Cap Growth Fund's ability to pursue certain of these strategies may be
limited by applicable regulations of the SEC, the Commodity Futures Trading
Commission ('CFTC') and the federal income tax requirements applicable to
regulated investment companies.
STRATEGIC BOND FUND
In pursuing the Strategic Bond Fund's investment objectives, the Fund reserves
the right to invest predominantly in medium or lower-rated securities, commonly
known as 'junk bonds.' Investments of this type involve significantly greater
risks, including price volatility and risk of default in the payment of interest
and principal, than higher-quality securities. Although the investment manager
does not anticipate investing in excess of 75% of the Strategic Bond Fund's
assets in domestic and developing country debt securities that are rated below
investment grade, the Strategic Bond Fund may invest a greater percentage in
such securities when, in SBAM's determination, the yield available from such
securities outweighs their additional risks. SBAM anticipates that under current
market conditions, a significant portion of the Fund's assets will be invested
in such securities. Certain of the debt securities in which the Strategic Bond
Fund may invest may be rated as low
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as 'C' by Moody's or 'D' by S&P or may be considered comparable to securities
having such ratings. See 'Additional Investment Activities and Risk Factors --
High Yield Securities.'
The high yield sovereign debt securities in which the Strategic Bond Fund may
invest are U.S. dollar-denominated and non-dollar-denominated debt securities,
including Brady Bonds, that are issued or guaranteed by governments or
governmental entities of developing and emerging market countries. SBAM expects
that these countries will consist primarily of those which have issued or have
announced plans to issue Brady Bonds, but the Fund is not limited to investing
in the debt of such countries. Brady Bonds are debt securities issued under the
framework of the Brady Plan, an initiative announced by former U.S. Treasury
Secretary Nicholas F. Brady in 1989 as a mechanism for debtor nations to
restructure their outstanding external indebtedness. For a description of Brady
Bonds, see 'Additional Investment Activities and Risk Factors -- High Yield
Securities' and 'Brady Bonds.' SBAM anticipates that the Fund's investments in
sovereign debt will be concentrated in Latin American countries, including
Central and South American and Caribbean countries. SBAM also expects to take
advantage of additional opportunities for investment in the debt of North
African countries, such as Nigeria and Morocco, Eastern European countries, such
as Poland and Hungary, and Southeast Asian countries, such as the Philippines.
Sovereign governments may include national, provincial, state, municipal or
other foreign governments with taxing authority. Governmental entities may
include the agencies and instrumentalities of such governments, as well as
state-owned enterprises. For a more detailed discussion of high yield sovereign
debt securities, see 'Additional Investment Activities and Risk Factors -- High
Yield Securities.'
The Strategic Bond Fund will be subject to special risks as a result of its
ability to invest up to 100% of its assets in foreign securities (including
emerging market securities). Such securities may be non-U.S. dollar denominated
and there is no limit on the percentage of the Fund's assets that can be
invested in non-dollar denominated securities. SBAM anticipates that under
current market conditions, a significant portion of the Fund's assets will be
invested in foreign securities. These risks are described under the captions
'Additional Investment Activities and Risk Factors -- Foreign Securities.'
Moreover, substantial investments in foreign securities may have adverse tax
implications as described under 'Additional Information Concerning Taxes.' The
ability to spread its investments among the fixed-income markets in a number of
different countries may, however, reduce the overall level of market risk to the
extent it may reduce the Strategic Bond Fund's exposure to a single market. The
Strategic Bond Fund may also invest in debt obligations issued or guaranteed by
a foreign sovereign government or one of its agencies or political subdivisions
and debt obligations issued or guaranteed by supranational organizations. The
Strategic Bond Fund will not invest more than 10% of its total assets in issuers
located in any one country (other than issuers located in the United States).
For a further description of these investments, see 'Additional Investment
Activities and Risk Factors.'
The Strategic Bond Fund may invest in zero coupon securities, pay-in-kind bonds,
Loan Participations and Assignments. See 'Additional Investment Activities and
Risk Factors-Zero Coupon Securities, Pay-in-Kind Bonds and Deferred Payment
Securities' and ' -- Loan Participations and Assignments.'
The types and characteristics of the U.S. government obligations and mortgage
backed securities to be purchased by the Strategic Bond Fund are set forth under
'U.S. Government Income Fund' in this section of the SAI. In addition, the Fund
may purchase privately issued mortgage securities which are not guaranteed by
the U.S. government or its agencies or instrumentalities and may purchase
stripped mortgage securities, including interest-only and principal-only
securities. The Strategic Bond Fund does not currently intend to invest more
than 10% of its total assets in interest-only and principal-only securities.
Additional information with respect to securities to be purchased by the Fund is
set forth below in the section entitled 'Additional Investment Activities and
Risk Factors.'
The Strategic Bond Fund may invest up to 20% of its assets in common stock,
convertible securities, warrants, preferred stock or other equity securities
when consistent with the Fund's objectives. The Fund will generally hold such
equity investments as a result of purchases of unit
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offerings of fixed-income securities which include such securities or in
connection with an actual or proposed conversion or exchange of fixed-income
securities, but may also purchase equity securities not associated with
fixed-income securities when, in SBAM's opinion such purchase is appropriate.
The Strategic Bond Fund currently intends to invest substantially all of its
assets in fixed-income securities. In order to maintain liquidity, the Strategic
Bond Fund may invest up to 20% of its assets in high-quality short-term money
market instruments (except that the short-term investment in securities for the
forward settlement of trades shall not count for purposes of this policy). If at
some future date, in the opinion of SBAM, adverse conditions prevail in the
market for fixed-income securities, the Strategic Bond Fund for temporary
defensive purposes may invest its assets without limit in high-quality
short-term money market instruments. The types and characteristics of the money
market securities to be purchased by the Fund are set forth in the discussion
under 'Cash Management Fund' in this section of the SAI.
The Strategic Bond Fund may enter into repurchase agreements and reverse
repurchase agreements, may purchase securities on a firm commitment basis,
including when-issued securities and may lend portfolio securities. The Fund
does not currently intend to make loans of portfolio securities with a value in
excess of 33% of the value of its total assets. The Fund may also enter into
mortgage 'dollar rolls.' For a description of these investment practices and the
risks associated therewith, see 'Additional Investment Activities and Risk
Factors.'
The Strategic Bond Fund may purchase securities for which there is a limited
trading market or which are subject to restrictions on resale to the public. The
Fund will not invest more than 15% of the value of its total assets in illiquid
securities, such as 'restricted securities' which are illiquid, and securities
that are not readily marketable. The Fund may purchase Rule 144A securities for
which there is a secondary market of qualified institutional buyers as
contemplated by Rule 144A under the 1933 Act. The Fund's holdings of Rule 144A
securities which are liquid securities will not be subject to the 15% limitation
on investments in illiquid securities. For further discussion of illiquid
securities and their associated risks, see 'Additional Investment Activities and
Risk Factors -- Restricted Securities and Securities with Limited Trading
Markets.'
The Strategic Bond Fund is currently authorized to use all of the various
investment strategies referred to under 'Additional Investment Activities and
Risk Factors -- Derivatives.' With the exception of currency transactions,
however, it is not presently anticipated that any of these strategies will be
used to a significant degree by the Fund. The Fund's ability to pursue certain
of these strategies may be limited by applicable regulations of the SEC, the
CFTC and the federal income tax requirements applicable to regulated investment
companies.
The foregoing investment policies, other than the Strategic Bond Fund's
investment objectives, are not fundamental policies and may be changed by vote
of the Fund's Board of Directors without the approval of shareholders.
TOTAL RETURN FUND
Up to 20% of the Fund's net assets may be invested in nonconvertible fixed
income securities that are rated Ba or lower by Moody's or BB or lower by S&P or
Fitch or determined by SBAM to be of comparable quality. These securities are
commonly known as 'junk bonds.' There is no limit on the amount of the Total
Return Fund's assets that can be invested in convertible securities rated below
investment grade. For additional information on these lower rated, high yield
debt securities, which involve a high degree of risk, see the discussion above
under the investment objectives and policies for the High Yield Bond Fund and
'Additional Investment Activities and Risk Factors -- High Yield Securities.'
In addition to corporate debt securities, the Total Return Fund may invest in
U.S. Government securities and mortgage-backed securities, the types and
characteristics of which are set forth below in the discussion under 'U.S.
Government Income Fund' in this section of the SAI. The Fund may also purchase
privately issued mortgage securities which are not guaranteed by the U.S.
government or its agencies or instrumentalities. For a description of these
securities and the risks associated therewith see 'Additional Investment
Activities and Risk Factors.' The Total Return
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<PAGE>
Fund may invest in corporate asset-backed securities, the characteristics and
risks of which are described above under 'Cash Management Fund' in this section
of the SAI.
Other fixed income securities in which the Total Return Fund may invest include
zero coupon bonds, deferred interest bonds and bonds on which the interest is
payable in kind ('PIK bonds'). For additional information on zero coupon bonds
and PIK bonds, see 'Additional Investment Activities and Risk Factors -- Zero
Coupon Securities, PIK Bonds and Deferred Payment Securities.' Deferred interest
bonds are debt obligations which are issued or purchased at a significant
discount from face value and provide for a period of delay before the regular
payment of interest begins. The characteristics and related risks of these bonds
are similar to those of zero coupon bonds.
The Total Return Fund may invest up to 20% (and generally expects to invest
between 10% and 20%) of its total assets in foreign securities (including
American Depositary Receipts). For a discussion of the risks associated with
investment in foreign securities, see 'Additional Investment Activities and Risk
Factors -- Foreign Securities.'
The Total Return Fund may invest a portion of its assets in Loan Participations
and Assignments. For a discussion of Loan Participations and Assignments and
their associated risks, see 'Additional Investment Activities and Risk
Factors -- Loan Participation and Assignments.'
The Total Return Fund may enter into repurchase agreements and reverse
repurchase agreements, may purchase securities on a firm commitment basis,
including when-issued securities, and may lend portfolio securities The Fund may
also enter into mortgage 'dollar rolls.' For a description of these investment
practices, see 'Additional Investment Activities and Risk Factors.' The Fund
will not invest more than 10% of its assets in repurchase agreements maturing in
more than seven days.
The Total Return Fund may purchase securities for which there is a limited
trading market or which are subject to restrictions on resale to the public. The
Fund will not invest more than 15% of the value of its total assets in illiquid
securities, such as 'restricted securities' which are illiquid, and securities
that are not readily marketable. As more fully described herein, the Fund may
purchase Rule 144A securities for which there is a secondary market of qualified
institutional buyers as contemplated by Rule 144A under the 1933 Act. The Fund's
holdings of Rule 144A securities which are liquid securities will not be subject
to the 15% limitation on investments in illiquid securities. For further
discussion of illiquid securities and their associated risks, see 'Additional
Investment Activities and Risk Factors -- Restricted Securities and Securities
with Limited Trading Market.'
The Total Return Fund is currently authorized to use all of the various
investment strategies referred to under 'Additional Investment Activities and
Risk Factors -- Derivatives.' With the exception of currency transactions,
however, it is not presently anticipated that any of these strategies will be
used to a significant degree by the Fund. The Fund's ability to pursue certain
of these strategies may be limited by applicable regulations of the SEC, the
CFTC and the federal income tax requirements applicable to regulated investment
companies.
The foregoing investment policies, other than the Total Return Fund's investment
objectives, are not fundamental policies and may be changed by vote of the Board
of Directors without the approval of shareholders.
U.S. GOVERNMENT INCOME FUND
The Fund seeks to attain its objective by investing under normal circumstances
100% of its assets in debt obligations and mortgage-backed securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities. The
securities in which the U.S. Government Income Fund may invest are:
(1) U.S. Treasury obligations;
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(2) obligations issued or guaranteed by agencies or instrumentalities of the
U.S. government which are backed by their own credit and may not be backed
by the full faith and credit of the U.S. government;
(3) mortgage-backed securities guaranteed by the Government National
Mortgage Association ('GNMA'), popularly known as 'Ginnie Maes,' that are
supported by the full faith and credit of the U.S. government. Such
securities entitle the holder to receive all interest and principal payments
due whether or not payments are actually made on the underlying mortgages;
(4) mortgage-backed securities guaranteed by agencies or instrumentalities
of the U.S. government which are supported by their own credit but not the
full faith and credit of the U.S. government, such as the Federal Home Loan
Mortgage Corporation ('FHLMC') and the Federal National Mortgage Association
('FNMA'), commonly known as 'Fannie Maes'; and
(5) collateralized mortgage obligations issued by private issuers for which
the underlying mortgage-backed securities serving as collateral are backed:
(i) by the credit alone of the U.S. government agency or instrumentality
which issues or guarantees the mortgage-backed securities; or (ii) by the
full faith and credit of the U.S. government.
(6) Repurchase agreements collateralized by any of the above.
Any guarantee of the securities in which the U.S. Government Income Fund invests
runs only to principal and interest payments on the securities and not to the
market value of such securities or the principal and interest payments on the
underlying mortgages. In addition, the guarantee only runs to the portfolio
securities held by the U.S. Government Income Fund and not to the purchase of
shares of the Fund.
The U.S. Government Income Fund currently expects that it will maintain an
average portfolio effective duration of two to four years. Duration is an
approximate measure of the sensitivity of the value of a fixed income security
to changes in interest rates. In general, the percentage change in a fixed
income security's value in response to changes in interest rates is a function
of that security's duration multiplied by the percentage point change in
interest rates. The Fund may, however, invest in securities of any maturity or
effective duration and accordingly, the composition and weighted average
maturity of the Fund's portfolio will vary from time to time, based upon the
investment manager's determination of how best to achieve the Fund's investment
objective. With respect to mortgage-backed securities in which the Fund invests,
average maturity and duration are determined by using mathematical models that
incorporate prepayment assumptions and other factors that involve estimates of
future economic parameters. These estimates may vary from actual results,
particularly during periods of extreme market volatility. In addition, the
average maturity and duration of mortgage-backed derivative securities may not
accurately reflect the price volatility of such securities under certain market
conditions.
From time to time, a significant portion of the Fund's assets may be invested in
mortgage-backed securities. The mortgage-backed securities in which the U.S.
Government Income Fund invests represent participating interests in pools of
fixed rate and adjustable rate residential mortgage loans issued or guaranteed
by agencies or instrumentalities of the U.S. government. Mortgage-backed
securities are issued by lenders such as mortgage bankers, commercial banks, and
savings and loan associations. Mortgage-backed securities generally provide
monthly payments which are, in effect, a 'pass-through' of the monthly interest
and principal payments (including any prepayments) made by the individual
borrowers on the pooled mortgage loans. Principal prepayments result from the
sale of the underlying property or the refinancing or foreclosure of underlying
mortgages.
The yield of the mortgage securities is based on the prepayment rates
experienced over the life of the security. Prepayments tend to increase during
periods of falling interest rates, while during periods of rising interest rates
prepayments will most likely decline. Reinvestment by the U.S. Government Income
Fund of scheduled principal payments and unscheduled prepayments may occur at
higher or lower rates than the original investment, thus affecting the yield of
the Fund. Monthly interest payments received by the Fund have a compounding
effect which will increase the yield to shareholders as compared to debt
obligations that pay interest semiannually. For
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further discussion of mortgage-backed securities and collateralized mortgage
obligations and their associated risks, see 'Additional Investment Activities
and Risk Factors -- Mortgage-Backed Securities' and 'Additional Information on
Portfolio Instruments and Investment Policies -- Mortgage-Backed Securities'.
While the U.S. Government Income Fund seeks a high level of current income, it
cannot invest in instruments such as lower grade corporate obligations which
offer higher yields but are subject to greater credit risks. Shares of the Fund
are neither insured nor guaranteed by the U.S. government, its agencies or
instrumentalities. Neither the issuance by nor the guarantee of a U.S.
government agency for a security constitutes assurance that the security will
not significantly fluctuate in value or that the U.S. Government Income Fund
will receive the originally anticipated yield on the security.
The U.S. Government Income Fund may enter into repurchase agreements and reverse
repurchase agreements, may purchase securities on a firm commitment basis,
including when-issued securities and may lend portfolio securities. The Fund
does not currently intend to make loans of portfolio securities with a value in
excess of 33% of the value of its total assets. The Fund may also enter into
mortgage 'dollar rolls.' For a description of these investment practices and the
risks associated therewith, see 'Additional Investment Activities and Risk
Factors.'
The U.S. Government Income Fund may purchase securities for which there is a
limited trading market or which are subject to restrictions on resale to the
public. The Fund will not invest more than 15% of the value of its total assets
in illiquid securities, such as 'restricted securities' which are illiquid, and
securities that are not readily marketable. For further discussion of illiquid
securities and their associated risks, see 'Additional Investment Activities and
Risk Factors -- Restricted Securities and Securities with Limited Trading
Markets.'
The U.S. Government Income Fund is not currently authorized to use any of the
various investment strategies referred to under 'Additional Investment
Activities and Risk Factors -- Derivatives.' However, such strategies may be
used in the future by the Fund. The Fund's ability to pursue certain of these
strategies may be limited by applicable regulations of the SEC, the CFTC and the
federal income tax requirements applicable to regulated investment companies.
The foregoing investment policies, other than the U.S. Government Income Fund's
investment objective, are not fundamental policies and may be changed by vote of
the Fund's Board of Directors without the approval of shareholders.
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ADDITIONAL INVESTMENT ACTIVITIES AND RISK FACTORS
FOREIGN SECURITIES
Investors should recognize that investing in the securities of foreign issuers
involves special considerations which are not typically associated with
investing in the securities of U.S. issuers. Investments in securities of
foreign issuers may involve risks arising from differences between U.S. and
foreign securities markets, including less volume, much greater price volatility
in and illiquidity of certain foreign securities markets, different trading and
settlement practices and less governmental supervision and regulation, from
changes in currency exchange rates, from high and volatile rates of inflation,
from economic, social and political conditions and, as with domestic
multinational corporations, from fluctuating interest rates.
Investment in certain emerging market securities is restricted or controlled to
varying degrees which may at times limit or preclude investment in certain
emerging market securities and increase the costs and expenses of a Fund.
Certain emerging market countries require governmental approval prior to
investments by foreign persons, limit the amount of investment by foreign
persons in a particular issuer, limit the investment by foreign persons only to
a specific class of securities of an issuer that may have less advantageous
rights than other classes, restrict investment opportunities in issuers in
industries deemed important to national interests and/or impose additional taxes
on foreign investors.
Certain emerging market countries may require governmental approval for the
repatriation of investment income, capital or the proceeds of sales of
securities by foreign investors which could adversely affect a Fund. In
addition, if a deterioration occurs in the country's balance of payments, it
could impose temporary restrictions on foreign capital remittances. Investing in
local markets in emerging market countries may require a Fund to adopt special
procedures, seek local government approvals or take other actions, each of which
may involve additional costs to the Fund.
Other investment risks include the possible imposition of foreign withholding
taxes on certain amounts of a Fund's income, the possible seizure or
nationalization of foreign assets and the possible establishment of exchange
controls, expropriation, confiscatory taxation, other foreign governmental laws
or restrictions which might affect adversely payments due on securities held by
a Fund, the lack of extensive operating experience of eligible foreign
subcustodians and legal limitations on the ability of a Fund to recover assets
held in custody by a foreign subcustodian in the event of the subcustodian's
bankruptcy.
In addition, there may be less publicly-available information about a foreign
issuer than about a U.S. issuer, and foreign issuers may not be subject to the
same accounting, auditing and financial record-keeping standards and
requirements as U.S. issuers. In particular, the assets and profits appearing on
the financial statements of an emerging market country issuer may not reflect
its financial position or results of operations in the way they would be
reflected and the financial statements been prepared in accordance with U.S.
generally accepted accounting principles. In addition, for an issuer that keeps
accounting records in local currency, inflation accounting rules may require,
for both tax and accounting purposes, that certain assets and liabilities be
restated on the issuer's balance sheet in order to express items in terms of
currency of constant purchasing power. Inflation accounting may indirectly
generate losses or profits. Consequently, financial data may be materially
affected by restatements for inflation and may not accurately reflect the real
condition of those issuers and securities markets. Finally, in the event of a
default in any such foreign obligations, it may be more difficult for a Fund to
obtain or enforce a judgment against the issuers of such obligations.
Certain of the risks associated with international investments and investing in
smaller capital markets are heightened for investments in emerging market
countries. For example, some of the currencies of emerging market countries have
experienced devaluations relative to the U.S. dollar, and major adjustments have
been made periodically in certain of such currencies. Certain of such countries
face serious exchange constraints. In addition, governments of many emerging
market countries have exercised and continue to exercise substantial influence
over many aspects of the
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private sector. In certain cases, the government owns or controls many
companies. Accordingly, government actions in the future could have a
significant effect on economic conditions in developing countries which could
affect private sector companies and consequently, the value of certain
securities held in a Fund's portfolio.
Certain markets are in only the earliest stages of development. There is also a
high concentration of market capitalization and trading volume in a small number
of issuers representing a limited number of industries, as well as a high
concentration of investors and financial intermediaries. Many of such markets
also may be affected by developments with respect to more established markets in
the region. Brokers in emerging market countries typically are fewer in number
and less capitalized than brokers in the United States. These factors, combined
with the U.S. regulatory requirements for open-end investment companies and the
restrictions on foreign investment, result in potentially fewer investment
opportunities for a Fund and may have an adverse impact on the investment
performance of a Fund.
There generally is less governmental supervision and regulation of exchanges,
brokers and issuers in foreign countries than there is in the United States. For
example, there may be no comparable provisions under certain foreign laws to
insider trading and similar investor protection securities laws that apply with
respect to securities transactions consummated in the United States. Further,
brokerage commissions and other transaction costs on foreign securities
exchanges generally are higher than in the United States.
With respect to investments in certain emerging market countries, different
legal standards may have an adverse impact on a Fund. For example, while the
potential liability of a shareholder in a U.S. corporation with respect to acts
of the corporation is generally limited to the amount of the shareholder's
investment, the notion of limited liability is less clear in certain emerging
market countries. Similarly, the rights of investors in emerging market
companies may be more limited than those of shareholders of U.S. corporations.
In some countries, banks or other financial institutions may constitute a
substantial number of the leading companies or companies with the most actively
traded securities. The Investment Company Act of 1940, as amended (the '1940
Act'), limits a Fund's ability to invest in any equity security of an issuer
which, in its most recent fiscal year, derived more than 15% of its revenues
from 'securities related activities,' as defined by the rules thereunder. These
provisions may also restrict a Fund's investments in certain foreign banks and
other financial institutions.
The manner in which foreign investors may invest in companies in certain
emerging market countries, as well as limitations on such investments, also may
have an adverse impact on the operations of a Fund. For example, the Fund may be
required in some countries to invest initially through a local broker or other
entity and then have the shares purchased re-registered in the name of the Fund.
Re-registration may in some instances not occur on a timely basis, resulting in
a delay during which the Fund may be denied certain of its rights as an
investor.
Foreign markets have different clearance and settlement procedures, and in
certain markets there have been times when settlements have failed to keep pace
with the volume of securities transactions, making it difficult to conduct such
transactions. Further, satisfactory custodial services for investment securities
may not be available in some countries having smaller, emerging capital markets,
which may result in a Fund incurring additional costs and delays in transporting
and custodying such securities outside such countries. Delays in settlement or
other problems could result in periods when assets of a Fund are uninvested and
no return is earned thereon. The inability of a Fund to make intended security
purchases due to settlement problems or the risk of intermediary counterparty
failures could cause a Fund to forego attractive investment opportunities. The
inability to dispose of a portfolio security due to settlement problems could
result either in losses to a Fund due to subsequent declines in the value of
such portfolio security or, if the Fund has entered into a contract to sell the
security, could result in possible liability to the purchaser.
Rules adopted under the 1940 Act permit a Fund to maintain its foreign
securities and cash in the custody of certain eligible non-U.S. banks and
securities depositories. Certain banks in foreign countries may not be 'eligible
sub-custodians,' as defined in the 1940 Act, for a Fund, in which
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event the Fund may be precluded from purchasing securities in certain foreign
countries in which it otherwise would invest or which may result in the Fund's
incurring additional costs and delays in providing transportation and custody
services for such securities outside of such countries. A Fund may encounter
difficulties in effecting on a timely basis portfolio transactions with respect
to any securities of issuers held outside their countries. Other banks that are
eligible foreign sub-custodians may be recently organized or otherwise lack
extensive operating experience. In addition, in certain countries there may be
legal restrictions or limitations on the ability of a Fund to recover assets
held in custody by foreign sub-custodians in the event of the bankruptcy of the
sub-custodian.
OBLIGATIONS OF SUPRANATIONAL ENTITIES
Supranational entities include international organizations designated or
supported by governmental entities to promote economic reconstruction or
development and international banking institutions and related government
agencies. Examples include the World Bank, the European Coal and Steel
Community, the Asian Development Bank and the Inter-American Development Bank.
Such supranational issued instruments may be denominated in multi-national
currency units. Obligations of the World Bank and certain other supranational
organizations are supported by subscribed but unpaid commitments of member
countries. There is no assurance that these commitments will be undertaken or
complied with in the future.
FIXED-INCOME SECURITIES
Changes in market yields will affect a Fund's net asset value as prices of
fixed-income securities generally increase when interest rates decline and
decrease when interest rates rise. Prices of longer term securities generally
increase or decrease more sharply than those of shorter term securities in
response to interest rate changes, particularly if such securities were
purchased at a discount. It should be noted that the market values of securities
rated below investment grade and comparable unrated securities tend to react
less to fluctuations in interest rate levels than do those of higher-rated
securities. Except to the extent that values are affected independently by other
factors such as developments relating to a specific issuer, when interest rates
decline, the value of a fixed-income portfolio can generally be expected to
rise. Conversely, when interest rates rise, the value of a fixed-income
portfolio can generally be expected to decline.
While debt securities carrying the fourth highest quality rating ('Baa' by
Moody's or 'BBB' by S&P) are considered investment grade and are viewed to have
adequate capacity for payment of principal and interest, investments in such
securities involve a higher degree of risk than that associated with investments
in debt securities in the higher rating categories and such debt securities lack
outstanding investment characteristics and in fact have speculative
characteristics as well. For example, changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity to make principal
and interest payments than is the case with higher grade debt securities.
In addition, many fixed-income securities contain call or buy-back features that
permit their issuers to call or repurchase the securities from their holders.
Such securities may present risks based on payment expectations. Although a Fund
would typically receive a premium if an issuer were to redeem a security, if an
issuer exercises such a 'call option' and redeems the security during a time of
declining interest rates, a Fund may realize a capital loss on its investment if
the security was purchased at a premium and a Fund may have to replace the
called security with a lower yielding security, resulting in a decreased rate of
return to the Fund.
Because the New York Municipal Money Market Fund and National Intermediate
Municipal Fund invest primarily in municipal obligations, they are more
susceptible to factors adversely affecting issuers of such obligations than
funds that are not so concentrated. The secondary market for municipal
obligations may be less liquid than for most taxable fixed-income securities.
Consequently, the ability of the New York Municipal Money Market Fund and
National Intermediate Municipal Fund to buy and sell municipal obligations may,
at any particular time and
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with respect to any particular securities, be limited. The amount of information
about the financial condition of an issuer of municipal obligations may not be
as extensive as information about corporations whose securities are publicly
traded. Obligations of issuers of municipal obligations may be subject to the
provisions of bankruptcy, insolvency and other laws affecting the rights and
remedies of creditors, such as the U.S. Bankruptcy Code and applicable state
laws, which could limit the ability of such Funds to recover payments of
principal or interest on such securities.
HIGH YIELD SECURITIES
The High Yield Bond Fund and the Strategic Bond Fund may invest without
limitation in domestic and foreign 'high yield' securities, commonly known as
'junk bonds.' The Investors Fund, Capital Fund and Total Return Fund may invest
without limitation in convertible securities of this type and up to 5%, 20% and
20%, respectively, of their net assets in non-convertible securities of this
type. The Asia Growth Fund may invest without limitation in convertible non-U.S.
high yield securities and up to 10% of its total assets in non-convertible
non-U.S. high yield securities.
Under rating agency guidelines, medium- and lower-rated securities and
comparable unrated securities will likely have some quality and protective
characteristics that are outweighed by large uncertainties or major risk
exposures to adverse conditions. Medium- and lower-rated securities may have
poor prospects of ever attaining any real investment standing, may have a
current identifiable vulnerability to default or are in default, may be unlikely
to have the capacity to pay interest and repay principal when due in the event
of adverse business, financial or economic conditions, and/or to be in default
or not current in the payment of interest or principal. Such securities are
considered speculative with respect to the issuer's capacity to pay interest and
repay principal in accordance with the terms of the obligations. Accordingly, it
is possible that these types of factors could reduce the value of securities
held by a Fund with a commensurate effect on the value of the Fund's shares.
Changes by recognized rating services in their ratings of any fixed-income
security and in the ability of an issuer to make payments of interest and
principal may also affect the value of these investments. A description of the
ratings used by Moody's and S&P is set forth in Appendix B. The ratings of
Moody's and S&P generally represent the opinions of those organizations as to
the quality of the securities that they rate. Such ratings, however, are
relative and subjective, are not absolute standards of quality, are subject to
change and do not evaluate the market risk or liquidity of the securities.
Ratings of a non-U.S. debt instrument, to the extent that those ratings are
undertaken, are related to evaluations of the country in which the issuer of the
instrument is located. Ratings generally take into account the currency in which
a non-U.S. debt instrument is denominated. Instruments issued by a foreign
government in other than the local currency, for example, typically have a lower
rating than local currency instruments due to the existence of an additional
risk that the government will be unable to obtain the required foreign currency
to service its foreign currency-denominated debt. In general, the ratings of
debt securities or obligations issued by a non-U.S. public or private entity
will not be higher than the rating of the currency or the foreign currency debt
of the central government of the country in which the issuer is located,
regardless of the intrinsic creditworthiness of the issuer.
The secondary markets for high yield securities are not as liquid as the
secondary markets for higher rated securities. The secondary markets for high
yield securities are concentrated in relatively few market makers and
participants in the market are mostly institutional investors, including
insurance companies, banks, other financial institutions and mutual funds. In
addition, the trading volume for high yield securities is generally lower than
that for higher-rated securities and the secondary markets could contract under
adverse market or economic conditions independent of any specific adverse
changes in the condition of a particular issuer. These factors may have an
adverse effect on the ability of a Fund holding such securities to dispose of
particular portfolio investments, may adversely affect the Fund's net asset
value per share and may limit the ability of such a Fund to obtain accurate
market quotations for purposes of valuing securities and calculating net asset
value. If a Fund is not able to obtain precise or accurate market quotations for
a
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particular security, it will become more difficult to value such Fund's
portfolio securities, and a greater degree of judgment may be necessary in
making such valuations. Less liquid secondary markets may also affect the
ability of a Fund to sell securities at their fair value. If the secondary
markets for high yield securities contract due to adverse economic conditions or
for other reasons, certain liquid securities in a Fund's portfolio may become
illiquid and the proportion of the Fund's assets invested in illiquid securities
may significantly increase.
Prices for high yield securities may be affected by legislative and regulatory
developments. These laws could adversely affect a Fund's net asset value and
investment practices, the secondary market for high yield securities, the
financial condition of issuers of these securities and the value of outstanding
high yield securities. For example, federal legislation requiring the
divestiture by federally insured savings and loan associations of their
investments in high yield bonds and limiting the deductibility of interest by
certain corporate issuers of high yield bonds adversely affected the market in
recent years.
HIGH YIELD CORPORATE SECURITIES
While the market values of securities rated below investment grade and
comparable unrated securities tend to react less to fluctuations in interest
rate levels than do those of higher-rated securities, the values of certain of
these securities also tend to be more sensitive to individual corporate
developments and changes in economic conditions than higher-rated securities. In
addition, such securities present a higher degree of credit risk. Issuers of
these securities are often highly leveraged and may not have more traditional
methods of financing available to them, so that their ability to service their
debt obligations during an economic downturn or during sustained periods of
rising interest rates may be impaired. The risk of loss due to default by such
issuers is significantly greater than with investment grade securities because
such securities generally are unsecured and subordinated to the prior payment of
senior indebtedness. A Fund also may incur additional expenses to the extent
that it is required to seek recovery upon a default in the payment of principal
or interest on its portfolio holdings.
The development of a market for high yield non-U.S. corporate securities has
been a relatively recent phenomenon. On the other hand, the market for high
yield U.S. corporate debt securities is more established than that for high
yield non-U.S. corporate debt securities, but has undergone significant changes
in the past and may undergo significant changes in the future.
High yield non-U.S. and U.S. corporate securities in which the applicable Funds
may invest include bonds, debentures, notes, commercial paper and preferred
stock and will generally be unsecured. Most of the debt securities will bear
interest at fixed rates. However, a Fund may also invest in corporate debt
securities with variable rates of interest or which involve equity features,
such as contingent interest or participations based on revenues, sales or
profits (i.e., interest or other payments, often in addition to a fixed rate of
return, that are based on the borrower's attainment of specified levels of
revenues, sales or profits and thus enable the holder of the security to share
in the potential success of the venture).
HIGH YIELD FOREIGN SOVEREIGN DEBT SECURITIES
Investing in fixed and floating rate high yield foreign sovereign debt
securities, especially in emerging market countries, will expose Funds investing
in such securities to the direct or indirect consequences of political, social
or economic changes in the countries that issue the securities or in which the
issuers are located. See ' -- Foreign Securities' above. The ability and
willingness of sovereign obligors in developing and emerging market countries or
the governmental authorities that control repayment of their external debt to
pay principal and interest on such debt when due may depend on general economic
and political conditions within the relevant country. Certain countries which a
Fund may invest, especially emerging market countries, have historically
experienced, and may continue to experience, high rates of inflation, high
interest rates, exchange rate trade difficulties and extreme poverty and
unemployment. Many of these countries are also characterized by political
uncertainty or instability. Additional factors which may influence the
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ability or willingness to service debt include, but are not limited to, a
country's cash flow situation, the availability of sufficient foreign exchange
on the date a payment is due, the relative size of its debt service burden to
the economy as a whole, and its government's policy towards the International
Monetary Fund, the World Bank and other international agencies.
The ability of a foreign sovereign obligor, especially in emerging market
countries, to make timely payments on its external debt obligations will also be
strongly influenced by the obligor's balance of payments, including export
performance, its access to international credits and investments, fluctuations
in interest rates and the extent of its foreign reserves. A country whose
exports are concentrated in a few commodities or whose economy depends on
certain strategic imports could be vulnerable to fluctuations in international
prices of these commodities or imports. To the extent that a country receives
payment for its exports in currencies other than U.S. dollars, its ability to
make debt payments denominated in U.S. dollars could be adversely affected. If a
foreign sovereign obligor cannot generate sufficient earnings from foreign trade
to service its external debt, it may need to depend on continuing loans and aid
from foreign governments, commercial banks and multilateral organizations, and
inflows of foreign investment. The commitment on the part of these foreign
governments, multilateral organizations and others to make such disbursements
may be conditioned on the government's implementation of economic reforms and/or
economic performance and the timely service of its obligations. Failure to
implement such reforms, achieve such levels of economic performance or repay
principal or interest when due may result in the cancellation of such third
parties' commitments to lend funds, which may further impair the obligor's
ability or willingness to timely service its debts. The cost of servicing
external debt will also generally be adversely affected by rising international
interest rates, because many external debt obligations bear interest at rates
which are adjusted based upon international interest rates. The ability to
service external debt will also depend on the level of the relevant government's
international currency reserves and its access to foreign exchange. Currency
devaluations may affect the ability of a sovereign obligor to obtain sufficient
foreign exchange to service its external debt. The risks enumerated above are
particularly heightened with regard to issuers in emerging market countries.
As a result of the foregoing, a governmental obligor, especially in an emerging
market country, may default on its obligations. If such an event occurs, a Fund
may have limited legal recourse against the issuer and/or guarantor. Remedies
must, in some cases, be pursued in the courts of the defaulting party itself,
and the ability of the holder of foreign sovereign debt securities to obtain
recourse may be subject to the political climate in the relevant country. In
addition, no assurance can be given that the holders of commercial bank debt
will not contest payments to the holders of other foreign sovereign debt
obligations in the event of default under their commercial bank loan agreements.
Sovereign obligors in developing and emerging market countries are among the
world's largest debtors to commercial banks, other governments, international
financial organizations and other financial institutions. These obligors have in
the past experienced substantial difficulties in servicing their external debt
obligations, which led to defaults on certain obligations and the restructuring
of certain indebtedness. Restructuring arrangements have included, among other
things, reducing and rescheduling interest and principal payments by negotiating
new or amended credit agreements or converting outstanding principal and unpaid
interest to Brady Bonds, and obtaining new credit to finance interest payments.
Holders of certain foreign sovereign debt securities may be requested to
participate in the restructuring of such obligations and to extend further loans
to their issuers. There can be no assurance that the Brady Bonds and other
foreign sovereign debt securities in which certain of the Funds may invest will
not be subject to similar restructuring arrangements or to requests for new
credit which may adversely affect a Fund's holdings. Furthermore, certain
participants in the secondary market for such debt may be directly involved in
negotiating the terms of these arrangements and may therefore have access to
information not available to other market participants.
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BRADY BONDS
Brady Bonds are debt securities, generally denominated in U.S. dollars, issued
under the framework of the Brady Plan. The Brady Plan is an initiative announced
by former U.S. Treasury Secretary Nicholas E. Brady in 1989 as a mechanism for
debtor nations to restructure their outstanding external commercial bank
indebtedness. In restructuring its external debt under the Brady Plan framework,
a debtor nation negotiates with its existing bank lenders as well as
multilateral institutions such as the International Bank for Reconstruction and
Development (the 'World Bank') and the International Monetary Fund (the 'IMF').
The Brady Plan framework, as it has developed, contemplates the exchange of
external commercial bank debt for newly issued bonds known as 'Brady Bonds.'
Brady Bonds may also be issued in respect of new money being advanced by
existing lenders in connection with the debt restructuring. The World Bank
and/or the IMF support the restructuring by providing funds pursuant to loan
agreements or other arrangements which enable the debtor nation to collateralize
the new Brady Bonds or to repurchase outstanding bank debt at a discount. Under
these arrangements with the World Bank and/or the IMF, debtor nations have been
required to agree to the implementation of certain domestic monetary and fiscal
reforms. Such reforms have included the liberalization of trade and foreign
investment, the privatization of state-owned enterprises and the setting of
targets for public spending and borrowing. These policies and programs seek to
promote the debtor country's economic growth and development. Investors should
also recognize that the Brady Plan only sets forth general guiding principles
for economic reform and debt reduction, emphasizing that solutions must be
negotiated on a case-by-case basis between debtor nations and their creditors.
The investment manager believes that economic reforms undertaken by countries in
connection with the issuance of Brady Bonds may make the debt of countries which
have issued or have announced plans to issue Brady Bonds an attractive
opportunity for investment. However, there can be no assurance that SBAM's
expectations with respect to Brady Bonds will be realized.
Investors should recognize that Brady Bonds have been issued only recently, and
accordingly, do not have a long payment history. Brady Bonds which have been
issued to date are rated in the categories 'BB' or 'B' by S&P or 'Ba' or 'B' by
Moody's or, in cases in which a rating by S&P or Moody's has not been assigned,
are generally considered by the investment manager to be of comparable quality.
Agreements implemented under the Brady Plan to date are designed to achieve debt
and debt-service reduction through specific options negotiated by a debtor
nation with its creditors. As a result, the financial packages offered by each
country differ. The types of options have included the exchange of outstanding
commercial bank debt for bonds issued at 100% of face value of such debt which
carry a below-market stated rate of interest (generally known as par bonds),
bonds issued at a discount from the face value of such debt (generally known as
discount bonds), bonds bearing an interest rate which increases over time and
bonds issued in exchange for the advancement of new money by existing lenders.
Discount bonds issued to date under the framework of the Brady Plan have
generally borne interest computed semiannually at a rate equal to 13/16 of 1%
above the then current six month London Inter-Bank Offered Rate ('LIBOR') rate.
Regardless of the stated face amount and stated interest rate of the various
types of Brady Bonds, the applicable Funds will purchase Brady Bonds in
secondary markets, as described below, in which the price and yield to the
investor reflect market conditions at the time of purchase. Brady Bonds issued
to date have traded at a deep discount from their face value. Certain sovereign
bonds are entitled to 'value recovery payments' in certain circumstances, which
in effect constitute supplemental interest payments but generally are not
collateralized. Certain Brady Bonds have been collateralized as to principal due
at maturity (typically 30 years from the date of issuance) by U.S. Treasury zero
coupon bonds with a maturity equal to the final maturity of such Brady Bonds,
although the collateral is not available to investors until the final maturity
of the Brady Bonds. Collateral purchases are financed by the IMF, the World Bank
and the debtor nations' reserves. In addition, interest payments on certain
types of Brady Bonds may be collateralized by cash or high-grade securities in
amounts that typically represent between 12 and 18 months of interest accruals
on these instruments with the balance of the interest accruals being
uncollateralized. The applicable Funds may purchase Brady Bonds with no or
limited collateralization, and will be
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relying for payment of interest and (except in the case of principal
collateralized Brady Bonds) principal primarily on the willingness and ability
of the foreign government to make payment in accordance with the terms of the
Brady Bonds. Brady Bonds issued to date are purchased and sold in secondary
markets through U.S. securities dealers and other financial institutions and are
generally maintained through European transnational securities depositories. A
substantial portion of the Brady Bonds and other sovereign debt securities in
which these Funds may invest are likely to be acquired at a discount, which
involves certain considerations discussed below under 'Additional Information
Concerning Taxes.'
U.S. GOVERNMENT OBLIGATIONS
Securities issued or guaranteed by U.S. government agencies and
instrumentalities include obligations that are supported by: (a) the full faith
and credit of the U.S. Treasury (e.g., direct pass-through certificates of the
Government National Mortgage Association ('Ginnie Maes')); (b) the limited
authority of the issuer or guarantor to borrow from the U.S. Treasury (e.g.,
obligations of Federal Home Loan Banks); or (c) only the credit of the issuer or
guarantor (e.g., obligations of the Federal Home Loan Mortgage Corporation
('Freddie Macs')). In the case of obligations not backed by the full faith and
credit of the U.S. Treasury, the agency issuing or guaranteeing the obligation
is principally responsible for ultimate repayment.
Agencies and instrumentalities that issue or guarantee debt securities and that
have been established or sponsored by the U.S. government include, in addition
to those identified above, the Bank for Cooperatives, the Export-Import Bank,
the Federal Farm Credit System, the Federal Intermediate Credit Banks, the
Federal Land Banks, the Federal National Mortgage Association and the Student
Loan Marketing Association.
BANK OBLIGATIONS
Banks are subject to extensive governmental regulations which may limit both the
amounts and types of loans and other financial commitments which may be made and
interest rates and fees which may be charged. The profitability of this industry
is largely dependent upon the availability and cost of capital funds for the
purpose of financing lending operations under prevailing money market
conditions. Also, general economic conditions play an important part in the
operations of this industry and exposure to credit losses arising from possible
financial difficulties of borrowers might affect a bank's ability to meet its
obligations.
Investors should also be aware that securities issued or guaranteed by foreign
banks, foreign branches of U.S. banks, and foreign government and private
issuers may involve investment risks in addition to those relating to domestic
obligations. See 'Foreign Securities' above. None of the Funds will purchase
bank obligations which the investment manager believes, at the time of purchase,
will be subject to exchange controls or foreign withholding taxes; however,
there can be no assurance that such laws may not become applicable to certain of
the Funds' investments. In the event unforeseen exchange controls or foreign
withholding taxes are imposed with respect to a Fund's investments, the effect
may be to reduce the income received by the Fund on such investments.
Bank obligations that may be purchased by a Fund include certificates of
deposit, banker's acceptances and fixed time deposits. A certificate of deposit
is a short-term negotiable certificate issued by a commercial bank against funds
deposited in the bank and is either interest-bearing or purchased on a discount
basis. A bankers' acceptance is a short-term draft drawn on a commercial bank by
a borrower, usually in connection with an international commercial transaction.
The borrower is liable for payment as is the bank, which unconditionally
guarantees to pay the draft at its face amount on the maturity date. Fixed time
deposits are obligations of branches of U.S. banks or foreign banks which are
payable at a stated maturity date and bear a fixed rate of
interest. Although fixed time deposits do not have a market, there are no
contractual restrictions on the right to transfer a beneficial interest in the
deposit to a third party.
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Bank obligations may be general obligations of the parent bank or may be limited
to the issuing branch by the terms of the specific obligations or by government
regulation.
FLOATING AND VARIABLE RATE INSTRUMENTS
Certain Funds may invest in floating and variable rate obligations. Floating or
variable rate obligations bear interest at rates that are not fixed, but vary
with changes in specified market rates or indices, such as the prime rate, and
at specified intervals. Certain of the floating or variable rate obligations
that may be purchased by a Fund may carry a demand feature that would permit the
holder to tender them back to the issuer at par value prior to maturity. Such
obligations include variable rate master demand notes, which are unsecured
instruments issued pursuant to an agreement between the issuer and the holder
that permit the indebtedness thereunder to vary and provide for periodic
adjustments in the interest rate. A Fund will limit its purchases of floating
and variable rate obligations to those of the same quality as it otherwise is
allowed to purchase. The investment manager will monitor on an ongoing basis the
ability of an issuer of a demand instrument to pay principal and interest on
demand.
Certain of the floating or variable rate obligations that may be purchased by a
Fund may carry a demand feature that would permit the holder to tender them back
to the issuer of the instrument or to a third party at par value prior to
maturity. Some of the demand instruments purchased by a Fund are not traded in a
secondary market and derive their liquidity solely from the ability of the
holder to demand repayment from the issuer or third party providing credit
support. If a demand instrument is not traded in a secondary market, each Fund
will nonetheless treat the instrument as 'readily marketable' for the purposes
of its investment restriction limiting investments in illiquid securities unless
the demand feature has a notice period of more than seven days in which case the
instrument will be characterized as 'not readily marketable' and therefore
illiquid.
A Fund's right to obtain payment at par on a demand instrument could be affected
by events occurring between the date such Fund elects to demand payment and the
date payment is due that may affect the ability of the issuer of the instrument
or third party providing credit support to make payment when due, except when
such demand instruments permit same day settlement. To facilitate settlement,
these same day demand instruments may be held in book entry form at a bank other
than a Fund's custodian subject to a sub-custodian agreement approved by such
Fund between that bank and the Fund's custodian.
ASSET-BACKED SECURITIES
Asset-backed securities are generally issued as pass through certificates, which
represent undivided fractional ownership interests in the underlying pool of
assets, or as debt instruments, which are generally issued as the debt of a
special purpose entity organized solely for the purpose of owning such assets
and issuing such debt. The pool of assets generally represents the obligations
of a number of different parties. Asset-backed securities frequently carry
credit protection in the form of extra collateral, subordinated certificates,
cash reserve accounts, letters of credit or other enhancements. For example,
payments of principal and interest may be guaranteed up to certain amounts and
for a certain time period by a letter of credit or other enhancement issued by a
financial institution unaffiliated with the entities issuing the securities.
Assets which, to date, have been used to back asset-backed securities include
motor vehicle installment sales contracts or installment loans secured by motor
vehicles, and receivables from revolving credit (credit card) agreements.
Asset-backed securities present certain risks which are, generally, related to
limited interests, if any, in related collateral. Credit card receivables are
generally unsecured and the debtors are entitled to the protection of a number
of state and federal consumer credit laws, many of which give such debtors the
right to set off certain amounts owed on the credit cards, thereby reducing the
balance due. Most issuers of automobile receivables permit the servicers to
retain possession of the underlying obligations. If the servicer were to sell
these obligations to another party, there is a risk that the purchaser would
acquire an interest superior to that of the holders of the related
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automobile receivables. In addition, because of the large number of vehicles
involved in a typical issuance and technical requirements under state laws, the
trustee for the holders of the automobile receivables may not have a proper
security interest in all of the obligations backing such receivables. Therefore,
there is the possibility that recoveries on repossessed collateral may not, in
some cases, be available to support payments on these securities. Other types of
asset-backed securities will be subject to the risks associated with the
underlying assets. If a letter of credit or other form of credit enhancement is
exhausted or otherwise unavailable, holders of asset-backed securities may also
experience delays in payments or losses if the full amounts due on underlying
assets are not realized. Because asset-backed securities are relatively new, the
market experience in these securities is limited and the market's ability to
sustain liquidity through all phases of the market cycle has not been tested.
MORTGAGE-BACKED SECURITIES
The following describes certain characteristics of mortgage-backed securities.
Mortgage-backed securities acquired by the U.S. Government Income Fund will be
limited to those issued or guaranteed by the U.S. government, its agencies and
instrumentalities. The Strategic Bond Fund and Total Return Fund may, in
addition, purchase privately issued mortgage securities which are not guaranteed
by the U.S. government, its agencies or instrumentalities. It should be noted
that new types of mortgage-backed securities are developed and marketed from
time to time and that, consistent with its investment limitations, a Fund may
invest in those new types of mortgage-backed securities that the investment
manager believes may assist it in achieving its investment objective(s).
Background. Mortgage-backed securities were introduced in the 1970s when the
first pool of mortgage loans was converted into a mortgage pass-through
security. Since the 1970s, the mortgage-backed securities market has vastly
expanded and a variety of structures have been developed to meet investor needs.
Yield Characteristics. Interest and principal payments on mortgage-backed
securities are typically made monthly, and principal may be prepaid at any time
because the underlying mortgage loans or other assets generally may be prepaid
at any time. As a result, if a Fund purchases such a security at a premium, a
prepayment rate that is faster than expected will reduce yield to maturity,
while a prepayment rate that is slower than expected will have the opposite
effect of increasing yield to maturity. Conversely, if a Fund purchases these
securities at a discount, faster than expected prepayments will increase, while
slower than expected prepayments will reduce, yield to maturity.
Prepayments on a pool of mortgage loans are influenced by a variety of economic,
geographic, social and other factors, including changes in mortgagors' housing
needs, job transfers, unemployment, mortgagors' net equity in the mortgaged
properties and servicing decisions. Generally, however, prepayments on fixed
rate mortgage loans will increase during a period of falling interest rates.
Accordingly, amounts available for reinvestment by a Fund are likely to be
greater during a period of relatively low interest rates and, as a result,
likely to be reinvested at lower interest rates than during a period of
relatively high interest rates. This prepayment effect has been particularly
pronounced during recent years as borrowers have refinanced higher interest rate
mortgages into lower interest rate mortgages available in the marketplace.
Mortgage-backed securities may decrease in value as a result of increases in
interest rates and may benefit less than other fixed income securities from
declining interest rates because of the risk of prepayment.
Guaranteed Mortgage Pass-Through Securities. The U.S. Government Income,
Strategic Bond and Total Return Funds may invest in mortgage pass-through
securities representing participation interests in pools of residential mortgage
loans originated by U.S. governmental or private lenders and guaranteed, to the
extent provided in such securities, by the U.S. government or one of its
agencies or instrumentalities. Any guarantee of such securities runs only to
principal and interest payments on the securities and not to the market value of
such securities or the principal and interest payments on the underlying
mortgages. In addition, the guarantee only runs to the portfolio securities held
by a Fund and not to the purchase of shares of the Fund. Such securities,
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which are ownership interests in the underlying mortgage loans, differ from
conventional debt securities, which provide for periodic payment of interest in
fixed amounts (usually semi-annually) and principal payments at maturity or on
specified call dates. Mortgage pass-through securities provide for monthly
payments that are a 'pass-through' of the monthly interest and principal
payments (including any prepayments) made by the individual borrowers on the
pooled mortgage loans, net of any fees paid to the guarantor of such securities
and the servicer of the underlying mortgage loans. Guaranteed mortgage
pass-through securities are often sold on a to-be-acquired or 'TBA' basis. Such
securities are typically sold one to three months in advance of issuance, prior
to the identification of the underlying pools of mortgage securities but with
the interest payment provisions fixed in advance. The underlying pools of
mortgage securities are identified shortly before settlement and must meet
certain parameters.
The guaranteed mortgage pass-through securities in which a Fund may invest may
include those issued or guaranteed by Ginnie Mae, the Federal National Mortgage
Association ('Fannie Mae') and Freddie Mac.
Ginnie Mae Certificates. Ginnie Mae is a wholly-owned corporate instrumentality
of the United States within the Department of Housing and Urban Development. The
full faith and credit of the U.S. government is pledged to the payment of
amounts that may be required to be paid under any guarantee, but not as to the
market value of such securities. The Ginnie Mae Certificates will represent a
pro rata interest in one or more pools of the following types of mortgage loans:
(i) fixed rate level payment mortgage loans; (ii) fixed rate graduated payment
mortgage loans; (iii) fixed rate growing equity mortgage loans; (iv) fixed rate
mortgage loans secured by manufactured (mobile) homes; (v) mortgage loans on
multifamily residential properties under construction; (vi) mortgage loans on
completed multifamily projects; (vii) fixed rate mortgage loans as to which
escrowed funds are used to reduce the borrower's monthly payments during the
early years of the mortgage loans ('buydown' mortgage loans); (viii) mortgage
loans that provide for adjustments in payments based on periodic changes in
interest rates or in other payment terms of the mortgage loans; and (ix)
mortgage-backed serial notes. All of these mortgage loans will be Federal
Housing Administration Loans ('FHA Loans') or Veterans' Administration Loans
('VA Loans') and, except as otherwise specified above, will be fully amortizing
loans secured by first liens on one- to four-family housing units.
Fannie Mae Certificates. Fannie Mae is a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act. Each Fannie Mae Certificate will entitle the registered
holder thereof to receive amounts representing such holder's pro rata interest
in scheduled principal payments and interest payments (at such Fannie Mae
Certificate's pass-through rate, which is net of any servicing and guarantee
fees on the underlying mortgage loans), and any principal prepayments on the
mortgage loans in the pool represented by such Fannie Mae Certificate and such
holder's proportionate interest in the full principal amount of any foreclosed
or otherwise finally liquidated mortgage loan. The full and timely payment of
principal of and interest on each Fannie Mae Certificate, but not the market
value thereof, will be guaranteed by Fannie Mae, which guarantee is not backed
by the full faith and credit of the U.S. government. Each Fannie Mae Certificate
will represent a pro rata interest in one or more pools of FHA Loans, VA Loans
or conventional mortgage loans (i.e., mortgage loans that are not insured or
guaranteed by any governmental agency) of the following types: (i) fixed rate
level payment mortgage loans; (ii) fixed rate growing equity mortgage loans;
(iii) fixed rate graduated payment mortgage loans; (iv) variable rate California
mortgage loans; (v) other adjustable rate mortgage loans; and (vi) fixed rate
mortgage loans secured by multifamily projects.
Freddie Mac Certificates. Freddie Mac is a corporate instrumentality of the
United States created pursuant to the Emergency Home Finance Act of 1970, as
amended (the 'FHLMC Act'). Freddie Mac guarantees to each registered holder of a
Freddie Mac Certificate ultimate collection of all principal of the related
mortgage loans, without any offset or deduction, but does not, generally,
guarantee the timely payment of scheduled principal or the market value of the
securities. Freddie Mac may remit the amount due on account of its guarantee of
collection of principal at any time after default on an underlying mortgage
loan, but not later than 30 days following: (i) foreclosure
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sale; (ii) payment of a claim by any mortgage insurer; or (iii) the expiration
of any right of redemption, whichever occurs later, but in any event no later
than one year after demand has been made upon the mortgagor for accelerated
payment of principal. The obligations of Freddie Mac under its guarantee are
obligations solely of Freddie Mac and are not backed by the full faith and
credit of the U.S. government.
Freddie Mac Certificates represent a pro rata interest in a group of mortgage
loans (a 'Freddie Mac Certificate group') purchased by Freddie Mac. The mortgage
loans underlying the Freddie Mac Certificates will consist of fixed rate or
adjustable rate mortgage loans with original terms to maturity of between ten
and thirty years, substantially all of which are secured by first liens on one-
to four-family residential properties or multifamily projects. Each mortgage
loan must meet the applicable standards set forth in the FHLMC Act. A Freddie
Mac Certificate group may include whole loans, participation interests in whole
loans and undivided interests in whole loans and participations comprising
another Freddie Mac Certificate group.
PRIVATELY-ISSUED MORTGAGE SECURITIES
The Strategic Bond Fund and Total Return Fund may also purchase mortgage-backed
securities issued by private issuers which may entail greater risk than
mortgage-backed securities that are guaranteed by the U.S. government, its
agencies or instrumentalities. Privately-issued mortgage securities are issued
by private originators of, or investors in, mortgage loans, including mortgage
bankers, commercial banks, investment banks, savings and loan associations and
special purpose subsidiaries of the foregoing. Since privately-issued mortgage
certificates are not guaranteed by an entity having the credit status of GNMA or
FHLMC, such securities generally are structured with one or more types of credit
enhancement. Such credit support falls into two categories: (i) liquidity
protection; and (ii) protection against losses resulting from ultimate default
by an obligor on the underlying assets. Liquidity protection refers to the
provision of advances, generally by the entity administering the pool of assets,
to ensure that the pass-through of payments due on the underlying pool occurs in
a timely fashion. Protection against losses resulting from ultimate default
enhances the likelihood of ultimate payment of the obligations on at least a
portion of the assets in the pool. Such protection may be provided through
guarantees, insurance policies or letters of credit obtained by the issuer or
sponsor from third parties, through various means of structuring the transaction
or through a combination of such approaches.
The ratings of mortgage securities for which third-party credit enhancement
provides liquidity protection or protection against losses from default are
generally dependent upon the continued creditworthiness of the provider of the
credit enhancement. The ratings of such securities could be subject to reduction
in the event of deterioration in the creditworthiness of the credit enhancement
provider even in cases where the delinquency and loss experience on the
underlying pool of assets is better than expected. There can be no assurance
that the private issuers or credit enhancers of mortgage-backed securities can
meet their obligations under the relevant policies or other forms of credit
enhancement.
Examples of credit support arising out of the structure of the transaction
include 'senior-subordinated securities' (multiple class securities with one or
more classes subordinate to other classes as to the payment of principal thereof
and interest thereon, with the result that defaults on the underlying assets are
borne first by the holders of the subordinated class), creation of 'reserve
funds' (where cash or investments sometimes funded from a portion of the
payments on the underlying assets are held in reserve against future losses) and
'over-collateralization' (where the scheduled payments on, or the principal
amount of, the underlying assets exceed those required to make payment of the
securities and pay any servicing or other fees). The degree of credit support
provided for each issue is generally based on historical information with
respect to the level of credit risk associated with the underlying assets.
Delinquency or loss in excess of that which is anticipated could adversely
affect the return on an investment in such security.
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COLLATERALIZED MORTGAGE OBLIGATIONS AND MULTICLASS PASS-THROUGH SECURITIES
The U.S. Government Income Fund and Strategic Bond Fund may invest in
collateralized mortgage obligations ('CMOs'). CMOs are debt obligations
collateralized by mortgage loans or mortgage pass-through securities. Typically,
CMOs are collateralized by GNMA, Fannie Mae or Freddie Mac Certificates, but
also may be collateralized by whole loans or private pass-throughs (such
collateral collectively hereinafter referred to as 'Mortgage Assets').
Multiclass pass-through securities are interests in a trust composed of Mortgage
Assets. Unless the context indicates otherwise, all references herein to CMOs
include multiclass pass-through securities. Payments of principal and of
interest on the Mortgage Assets, and any reinvestment income thereon, provide
the funds to pay debt service on the CMOs or make scheduled distributions on the
multiclass pass-through securities. CMOs may be issued by agencies or
instrumentalities of the U.S. government, or by private originators of, or
investors in, mortgage loans, including savings and loan associations, mortgage
banks, commercial banks, investment banks and special purpose subsidiaries of
the foregoing. CMOs acquired by the U.S. Government Income Fund will be limited
to those issued or guaranteed by agencies or instrumentalities of the U.S.
government and, if available in the future, the U.S. government.
In a CMO, a series of bonds or certificates is issued in multiple classes. Each
class of CMOs, often referred to as a 'tranche,' is issued at a specified fixed
or floating coupon rate and has a stated maturity or final distribution date.
Principal prepayments on the Mortgage Assets may cause the CMOs to be retired
substantially earlier than their stated maturities or final distribution dates.
Interest is paid or accrues on all classes of the CMOs on a monthly, quarterly
or semi-annual basis. The principal of and interest on the Mortgage Assets may
be allocated among the several classes of a series of a CMO in innumerable ways.
In one structure, payments of principal, including any principal prepayments, on
the Mortgage Assets are applied to the classes of a CMO in the order of their
respective stated maturities or final distribution dates, so that no payment of
principal will be made on any class of CMOs until all other classes having an
earlier stated maturity or final distribution date have been paid in full. The
U.S. Government Income and Strategic Bond Funds have no present intention to
invest in CMO residuals. As market conditions change, and particularly during
periods of rapid or unanticipated changes in market interest rates, the
attractiveness of the CMO classes and the ability of the structure to provide
the anticipated investment characteristics may be significantly reduced. Such
changes can result in volatility in the market value, and in some instances
reduced liquidity, of the CMO class.
The U.S. Government Income Fund and Strategic Bond Fund may also invest in,
among others, parallel pay CMOs and Planned Amortization Class CMOs ('PAC
Bonds'). Parallel pay CMOs are structured to provide payments of principal on
each payment date to more than one class. These simultaneous payments are taken
into account in calculating the stated maturity date or final distribution date
of each class, which, as with other CMO structures, must be retired by its
stated maturity date or a final distribution date but may be retired earlier.
PAC Bonds are a type of CMO tranche or series designed to provide relatively
predictable payments of principal provided that, among other things, the actual
prepayment experience on the underlying mortgage loans falls within a predefined
range. If the actual prepayment experience on the underlying mortgage loans is
at a rate faster or slower than the predefined range or if deviations from other
assumptions occur, principal payments on the PAC Bond may be earlier or later
than predicted. The magnitude of the predefined range varies from one PAC Bond
to another; a narrower range increases the risk that prepayments on the PAC Bond
will be greater or smaller than predicted. Because of these features, PAC Bonds
generally are less subject to the risks of prepayment than are other types of
mortgage-backed securities.
STRIPPED MORTGAGE SECURITIES
The Strategic Bond Fund may purchase stripped mortgage securities which are
derivative multiclass mortgage securities. Stripped mortgage securities may be
issued by agencies or instrumentalities of the U.S. government, or by private
originators of, or investors in, mortgage loans, including savings and loan
associations, mortgage banks, commercial banks, investment banks and special
purpose
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subsidiaries of the foregoing. Stripped mortgage securities have greater
volatility than other types of mortgage securities. Although stripped mortgage
securities are purchased and sold by institutional investors through several
investment banking firms acting as brokers or dealers, the market for such
securities has not yet been fully developed. Accordingly, stripped mortgage
securities are generally illiquid.
Stripped mortgage securities are structured with two or more classes of
securities that receive different proportions of the interest and principal
distributions on a pool of mortgage assets. A common type of stripped mortgage
security will have at least one class receiving only a small portion of the
interest and a larger portion of the principal from the mortgage assets, while
the other class will receive primarily interest and only a small portion of the
principal. In the most extreme case, one class will receive all of the interest
('IO' or interest-only), while the other class will receive all of the principal
('PO' or principal-only class). The yield to maturity on IOs, POs and other
mortgage-backed securities that are purchased at a substantial premium or
discount generally are extremely sensitive not only to changes in prevailing
interest rates but also to the rate of principal payments (including
prepayments) on the related underlying mortgage assets, and a rapid rate of
principal payments may have a material adverse effect on such securities' yield
to maturity. If the underlying mortgage assets experience greater than
anticipated prepayments of principal, a Fund may fail to fully recoup its
initial investment in these securities even if the securities have received the
highest rating by a nationally recognized statistical rating organizations.
In addition to the stripped mortgage securities described above, the Strategic
Bond Fund may invest in similar securities such as Super POs and Levered IOs
which are more volatile than POs, IOs and IOettes. Risks associated with
instruments such as Super POs are similar in nature to those risks related to
investments in POs. Risks connected with Levered IOs and IOettes are similar in
nature to those associated with IOs. The Strategic Bond Fund may also invest in
other similar instruments developed in the future that are deemed consistent
with its investment objective, policies and restrictions. POs may generate
taxable income from the current accrual of original issue discount, without a
corresponding distribution of cash to the Fund. See 'Additional Information
Concerning Taxes.'
MORTGAGE ROLLS
The U.S. Government Income Fund, Strategic Bond Fund and Total Return Fund may
enter into mortgage 'dollar rolls' in which a Fund sells mortgage-backed
securities for delivery in the current month and simultaneously contracts to
repurchase substantially similar (same type, coupon and maturity) securities on
a specified future date. During the roll period, a Fund foregoes principal and
interest paid on the mortgage-backed securities. A Fund is compensated by the
difference between the current sales price and the lower forward price for the
future purchase (often referred to as the 'drop') as well as by the interest
earned on the cash proceeds of the initial sale. At the time a Fund enters into
a mortgage 'dollar roll,' it will establish a segregated account with its
custodian bank in which it will maintain cash, U.S. government securities or
other liquid assets equal in value to its obligations in respect of dollar
rolls, and accordingly, such dollar rolls will not be considered borrowings.
Mortgage dollar rolls involve the risk that the market value of the securities
the Fund is obligated to repurchase under the agreement may decline below the
repurchase price. In the event the buyer of securities under a mortgage dollar
roll files for bankruptcy or becomes insolvent, the Fund's use of proceeds of
the dollar roll may be restricted pending a determination by the other party, or
its trustee or receiver, whether to enforce the Fund's obligation to repurchase
the securities.
ADJUSTABLE RATE MORTGAGE SECURITIES
Unlike fixed rate mortgage securities, adjustable rate mortgage securities are
collateralized by or represent interests in mortgage loans with variable rates
of interest. These variable rates of interest reset periodically to align
themselves with market rates. A Fund will not benefit from increases in interest
rates to the extent that interest rates rise to the point where they cause the
current coupon of the underlying adjustable rate mortgages to exceed any maximum
allowable annual or
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lifetime reset limits (or 'cap rates') for a particular mortgage. In this event,
the value of the mortgage securities in a Fund would likely decrease. Also, a
Fund's net asset value could vary to the extent that current yields on
adjustable rate mortgage securities are different than market yields during
interim periods between coupon reset dates or if the timing of changes to the
index upon which the rate for the underlying mortgages is based lags behind
changes in market rates. During periods of declining interest rates, income to a
Fund derived from adjustable rate mortgages which remain in a mortgage pool will
decrease in contrast to the income on fixed rate mortgages, which will remain
constant. Adjustable rate mortgages also have less potential for appreciation in
value as interest rates decline than do fixed rate investments.
INVERSE FLOATING RATE OBLIGATIONS
Certain Funds may invest in inverse floating rate obligations, or 'inverse
floaters.' Inverse floaters have coupon rates that vary inversely at a multiple
of a designated floating rate (which typically is determined by reference to an
index rate, but may also be determined through a dutch auction or a remarketing
agent) (the 'reference rate'). Inverse floaters may constitute a class of
Collateralized Mortgage Obligations ('CMOs') with a coupon rate that moves
inversely to a designated index, such as LIBOR or COFI (Cost of Funds Index).
Any rise in the reference rate of an inverse floater (as a consequence of an
increase in interest rates causes a drop in the coupon rate while any drop in
the reference rate of an inverse floater causes an increase in the coupon rate.
In addition, like most other fixed income securities, the value of inverse
floaters will generally decrease as interest rates increase.
Inverse floaters exhibit substantially greater price volatility than fixed rate
obligations having similar credit quality, redemption provisions and maturity,
and inverse floater CMOs exhibit greater price volatility than the majority of
mortgage pass-through securities or CMOs. In addition, some inverse floater CMOs
exhibit extreme sensitivity to changes in prepayments. As a result, the yield to
maturity of an inverse floater CMO is sensitive not only to changes in interest
rates but also to changes in prepayment rates on the related underlying mortgage
assets.
SMALL CAPITALIZATION COMPANIES
Investments in Small Capitalization Companies may involve greater risks and
volatility than investments in larger companies. Small Capitalization Companies
may be at an earlier stage of development, may be subject to greater business
risks, may have limited product lines, reduced market liquidity for, and more
abrupt or erratic price movements in, the trading of their shares, limited
financial resources and less depth in management than more established
companies. In addition, Small Capitalization Companies may have difficulty
withstanding competition from larger more established companies in their
industries.
REAL ESTATE INVESTMENT TRUSTS
The Total Return Fund, Small Cap Growth Fund, Investors Fund and Capital Fund
may invest in equity REITs. REITs are entities which either own properties or
make construction or mortgage loans. Equity REITs may also include operating or
finance companies. Equity REITs own real estate directly and the value of, and
income earned by, the trust depends upon the income of the underlying properties
and the rental income they earn. Equity REITs can also realize capital gains by
selling properties that have appreciated in value. The Capital Fund may only
invest in equity REITs that are registered under the 1933 Act and are readily
marketable. The value of securities issued by REITs are affected by tax and
regulatory requirements and by perceptions of management skill. The are also
subject to heavy cash flow dependency, defaults by borrowers or tenants,
self-liquidation, the possibility of failing to qualify for tax-free status
under the Internal Revenue Code of 1986, as amended (the 'Code'), and failing to
maintain exemption from the 1940 Act.
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WARRANTS
Certain of the Funds may invest in warrants, which are securities permitting,
but not obligating, their holder to subscribe for other securities. Warrants do
not carry the right to dividends or voting rights with respect to their
underlying securities, and they do not represent any rights in assets of the
issuer. An investment in warrants may be considered speculative. In addition,
the value of a warrant does not necessarily change with the value of the
underlying securities and a warrant ceases to have value if it is not exercised
prior to its expiration date.
OTHER INVESTMENT COMPANIES
As indicated under 'Investment Restrictions and Limitations' below, a Fund may
from time to time invest in securities of other investment companies, subject to
the limits of the 1940 Act. Under the 1940 Act, a Fund may invest a maximum of
10% of its total assets in the securities of other investment companies. In
addition, not more than 5% of the Fund's total assets may be invested in the
securities of any one investment company and a Fund may not purchase more than
3% of the outstanding voting stock of such investment company.
The return on such investments will be reduced by the operating expenses,
including investment advisory and administration fees, of such investment funds,
and will be further reduced by Fund expenses, including management fees; that
is, there will be a layering of certain fees and expenses. Investment in
investment companies also may involve the payment of substantial premiums above
the value of such companies' portfolio securities. The Funds do not intend to
invest in such vehicles or funds unless the investment manager determines that
the potential benefits of such investment justify the payment of any applicable
premiums.
REPURCHASE AGREEMENTS
Each Fund may enter into repurchase agreements for cash management purposes. A
repurchase agreement is a transaction in which the seller of a security commits
itself at the time of the sale to repurchase that security from the buyer at a
mutually agreed upon time and price.
Each Fund will enter into repurchase agreements only with dealers, domestic
banks or recognized financial institutions which, in the opinion of SBAM based
on guidelines established by the Board of Directors, are deemed creditworthy.
SBAM will monitor the value of the securities underlying the repurchase
agreement at the time the transaction is entered into and at all times during
the term of the repurchase agreement to ensure that the value of the securities
always equals or exceeds the repurchase price. Each Fund requires that
additional securities be deposited if the value of the securities purchased
decreases below their resale price and does not bear the risk of a decline in
the value of the underlying security unless the seller defaults under the
repurchase obligation. In the event of default by the seller under the
repurchase agreement, a Fund could experience losses and experience delays in
connection with the disposition of the underlying security. To the extent that,
in the meantime, the value of the securities that a Fund has purchased has
decreased, the Fund could experience a loss. Repurchase agreements with
maturities of more than seven days will be treated as illiquid securities by a
Fund.
SHORT SALES
The International Equity Fund, Large Cap Growth Fund and Small Cap Growth Fund
may from time to time sell securities short 'against the box.' If the Fund
enters into a short sale against the box, it will be required to set aside
securities equivalent in kind and amount to the securities sold short (or
securities convertible or exchangeable into such securities at no additional
cost to a Fund) and will be required to hold such securities while the short
sale is outstanding. A Fund will incur transaction costs, including interest
expense, in connection with opening, maintaining, and closing short sales
against the box. If the Fund engages in any short sales against the box, it will
incur the risk that the security sold short will appreciate in value after the
sale, with the result a Fund will lose the benefit of any such appreciation. A
Fund may make short sales both as a form
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of hedging to offset potential declines in long positions in similar securities
and in order to maintain portfolio flexibility.
LOANS OF PORTFOLIO SECURITIES
Each of the Funds, except the Cash Management Fund, New York Municipal Money
Market Fund and National Intermediate Municipal Fund, may lend portfolio
securities to brokers or dealers or other financial institutions. The procedure
for the lending of securities will include the following features and
conditions. The borrower of the securities will deposit cash with the Fund in an
amount equal to a minimum of 100% of the market value of the securities lent.
The Fund will invest the collateral in short-term debt securities or cash
equivalents and earn the interest thereon. A negotiated portion of the income so
earned may be paid to the borrower or the broker who arranged the loan. If the
deposit drops below the required minimum at any time, the borrower may be called
upon to post additional cash. If the additional cash is not paid, the loan will
be immediately due and the Fund may use the collateral or its own cash to
replace the securities by purchase in the open market charging any loss to the
borrower. These will be 'demand' loans and may be terminated by the Fund at any
time. A Fund will receive any dividends and interest paid on the securities lent
and the loans will be structured to assure that the Fund will be able to
exercise its voting rights on the securities. Such loans will be authorized only
to the extent that the receipt of income from such activity would not cause any
adverse tax consequences to a Fund's shareholders and only in accordance with
applicable rules and regulations. The borrowers may not be affiliated, directly
or indirectly, with a Fund. Each of the U.S. Government Income Fund, the High
Yield Bond Fund, the Strategic Bond Fund, the Total Return Fund, the Asia Growth
Fund, the Investors Fund and the Capital Fund did not lend any of its portfolio
securities during 1998 and with the exception of the Capital Fund and the
Investors Fund, each of these Funds has no present intention to do so. The Small
Cap Growth Fund has no present intention to lend any of its portfolio
securities.
RULE 144A SECURITIES
Certain Funds may purchase certain restricted securities ('Rule 144A
securities') for which there is a secondary market of qualified institutional
buyers, as defined in Rule 144A promulgated under the Securities Act of 1933, as
amended (the '1933 Act'). Rule 144A provides an exemption from the registration
requirements of the 1933 Act for the resale of certain restricted securities to
qualified institutional buyers.
One effect of Rule 144A is that certain restricted securities may now be liquid,
though there is no assurance that a liquid market for Rule 144A securities will
develop or be maintained. In promulgating Rule 144A, the Securities and Exchange
Commission (the 'SEC') stated that the ultimate responsibility for liquidity
determinations is that of an investment company's board of directors. However,
the Commission stated that the board may delegate the day-to-day function of
determining liquidity to the fund's investment adviser, provided that the board
retains sufficient oversight. The Board of Directors of each Fund has adopted
policies and procedures for the purpose of determining whether securities that
are eligible for resales under Rule 144A are liquid or illiquid. Pursuant to
those policies and procedures, each Board of Directors has delegated to the
investment manager the determination as to whether a particular security is
liquid or illiquid requiring that consideration be given to, among other things,
the frequency of trades and quotes for the security, the number of dealers
willing to sell the security and the number of potential purchasers, dealer
undertakings to make a market in the security, the nature of the security and
the time needed to dispose of the security. The Board of Directors periodically
reviews Fund purchases and sales of Rule 144A securities.
To the extent that liquid Rule 144A securities that a Fund holds become
illiquid, due to the lack of sufficient qualified institutional buyers or market
or other conditions, the percentage of a Fund's assets invested in illiquid
assets would increase. The investment manager, under the supervision of the
Boards of Directors, will monitor Fund investments in Rule 144A securities and
will consider
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appropriate measures to enable a Fund to maintain sufficient liquidity for
operating purposes and to meet redemption requests.
PARTICIPATION CERTIFICATES
The New York Municipal Money Market Fund and the National Intermediate Municipal
Fund may invest in participation certificates. A participation certificate gives
a Fund an undivided interest in the underlying obligations in the proportion
that a Fund's interest bears to the total principal amount of such obligations.
Certain of such participation certificates may carry a demand feature that would
permit the holder to tender them back to the issuer or to a third party prior to
maturity.
FIRM COMMITMENTS AND WHEN-ISSUED SECURITIES
Each Fund may purchase securities on a firm commitment basis, including
when-issued securities. Securities purchased on a firm commitment basis are
purchased for delivery beyond the normal settlement date at a stated price and
yield. No income accrues to the purchaser of a security on a firm commitment
basis prior to delivery. Such securities are recorded as an asset and are
subject to changes in value based upon changes in the general level of interest
rates. Purchasing a security on a firm commitment basis can involve a risk that
the market price at the time of delivery may be lower than the agreed upon
purchase price, in which case there could be an unrealized loss at the time of
delivery. A Fund will only make commitments to purchase securities on a firm
commitment basis with the intention of actually acquiring the securities, but
may sell them before the settlement date if it is deemed advisable. A Fund will
establish a segregated account in which it will maintain liquid assets in an
amount at least equal in value to the Fund's commitments to purchase securities
on a firm commitment basis. If the value of these assets declines, the Fund will
place additional liquid assets in the account on a daily basis so that the value
of the assets in the account is equal to the amount of such commitments.
ZERO COUPON SECURITIES, PIK BONDS AND DEFERRED PAYMENT SECURITIES
Certain of the Funds may invest in zero coupon securities, PIK bonds and
deferred payment securities. Zero coupon securities are debt securities that pay
no cash income but are sold at substantial discounts from their value at
maturity. When a zero coupon security is held to maturity, its entire return,
which consists of the amortization of discount, comes from the difference
between its purchase price and its maturity value. This difference is known at
the time of purchase, so that investors holding zero coupon securities until
maturity know at the time of their investment what the expected return on their
investment will be. Certain zero coupon securities also are sold at substantial
discounts from their maturity value and provide for the commencement of regular
interest payments at a deferred date. Zero coupon securities may have conversion
features. A Fund also may purchase PIK bonds. PIK bonds pay all or a portion of
their interest in the form of debt or equity securities. Deferred payment
securities are securities that remain zero coupon securities until a
predetermined date, at which time the stated coupon rate becomes effective and
interest becomes payable at regular intervals.
Zero coupon securities, PIK bonds and deferred payment securities tend to be
subject to greater price fluctuations in response to changes in interest rates
than are ordinary interest-paying debt securities with similar maturities. The
value of zero coupon securities appreciates more during periods of declining
interest rates and depreciates more during periods of rising interest rates than
ordinary interest-paying debt securities with similar maturities. Zero coupon
securities, PIK bonds and deferred payment securities may be issued by a wide
variety of corporate and governmental issuers. Although these instruments are
generally not traded on a national securities exchange, they are widely traded
by brokers and dealers and, to such extent, will not be considered illiquid for
the purposes of a Fund's limitation on investments in illiquid securities.
Current federal income tax law requires the holder of a zero coupon security,
certain PIK bonds, deferred payment securities and certain other securities
acquired at a discount (such as Brady
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Bonds) to accrue income with respect to these securities prior to the receipt of
cash payments. Accordingly, to avoid liability for federal income and excise
taxes, a Fund may be required to distribute income accrued with respect to these
securities and may have to dispose of portfolio securities under disadvantageous
circumstances in order to generate cash to satisfy these distribution
requirements.
LOAN PARTICIPATIONS AND ASSIGNMENTS
Certain of the Funds may invest in Loan Participations and Assignments. The
Funds consider these investments to be investments in debt securities for
purposes of this SAI. Loan Participations typically will result in a Fund having
a contractual relationship only with the Lender, not with the borrower. A Fund
will have the right to receive payments of principal, interest and any fees to
which it is entitled only from the Lender selling the Participation and only
upon receipt by the Lender of the payments from the borrower. In connection with
purchasing Loan Participations, a Fund generally will have no right to enforce
compliance by the borrower with the terms of the Loan agreement relating to the
Loan, nor any rights of set-off against the borrower, and the Fund may not
benefit directly from any collateral supporting the Loan in which it has
purchased the Participation. As a result, a Fund will assume the credit risk of
both the borrower and the Lender that is selling the Participation. In the event
of the insolvency of the Lender selling a Participation, a Fund may be treated
as a general creditor of the Lender and may not benefit from any set-off between
the Lender and the borrower. A Fund will acquire Loan Participations only if the
Lender interpositioned between the Fund and the borrower is determined by SBAM
to be creditworthy. When a Fund purchases Assignments from Lenders, the Fund
will acquire direct rights against the borrower on the Loan, except that under
certain circumstances such rights may be more limited than those held by the
assigning Lender.
A Fund may have difficulty disposing of Assignments and Loan Participations. In
certain cases, the market for such instruments is not highly liquid, and
therefore the Funds anticipate that in such cases such instruments could be sold
only to a limited number of institutional investors. The lack of a highly liquid
secondary market may have an adverse impact on the value of such instruments and
will have an adverse impact on a Fund's ability to dispose of particular
Assignments or Loan Participations in response to a specific economic event,
such as deterioration in the creditworthiness of the borrower.
The Board of Directors has adopted policies and procedures for the purpose of
determining whether Assignments and Loan Participations are liquid or illiquid.
Pursuant to those policies and procedures, the Board of Directors has delegated
to SBAM the determination as to whether a particular Loan Participation or
Assignment is liquid or illiquid, requiring that consideration be given to,
among other things, the frequency of quotes, the number of dealers willing to
sell and the number of potential purchasers, the nature of the Loan
Participation or Assignment and the time needed to dispose of it and the
contractual provisions of the relevant documentation. The Board of Directors
periodically reviews purchases and sales of Assignments and Loan Participations.
To the extent that liquid Assignments and Loan Participation that a Fund holds
become illiquid, due to the lack of sufficient buyers or market or other
conditions, the percentage of a Fund's assets invested in illiquid assets would
increase. SBAM, under the supervision of the Board of Directors, monitors Fund
investments in Assignments and Loan Participations and will consider appropriate
measures to enable a Fund to maintain sufficient liquidity for operating
purposes and to meet redemption requests.
In valuing a Loan Participation or Assignment held by a Fund for which a
secondary trading market exists, the Fund will rely upon prices or quotations
provided by banks, dealers or pricing services. To the extent a secondary
trading market does not exist, a Fund's Loan Participations and Assignments will
be valued in accordance with procedures adopted by the Board of Directors,
taking into consideration, among other factors: (i) the creditworthiness of the
borrower under the Loan and the Lender; (ii) the current interest rate; period
until next rate reset and maturity of the Loan; (iii) recent prices in the
market for similar Loans; and (iv) recent prices in the market for
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instruments of similar quality, rate, period until next interest rate reset and
maturity. See 'Net Asset Value.'
MUNICIPAL LEASE OBLIGATIONS
Certain of the Funds may invest in municipal lease obligations. Although lease
obligations do not constitute general obligations of the issuer for which the
lessee's unlimited taxing power is pledged, a lease obligation is frequently
backed by the lessee's covenant to budget for, appropriate and make the payments
due under the lease obligation. However, certain lease obligations contain
'nonappropriation' clauses which provide that the lessee has no obligation to
make lease or installment purchase payments in future years unless money is
appropriated for such purpose on a yearly basis. Although 'nonappropriation'
lease obligations are secured by the leased property, disposition of the
property in the event of foreclosure might prove difficult.
RESTRICTED SECURITIES AND SECURITIES WITH LIMITED TRADING MARKETS
Certain Funds may purchase securities for which there is a limited trading
market or which are subject to restrictions on resale to the public. If a Fund
were to assume substantial positions in securities with limited trading markets,
the activities of the Fund could have an adverse effect upon the liquidity and
marketability of such securities and the Fund might not be able to dispose of
its holdings in those securities at then current market prices. Circumstances
could also exist (to satisfy redemptions, for example) when portfolio securities
might have to be sold by a Fund at times which otherwise might be considered to
be disadvantageous so that the Fund might receive lower proceeds from such sales
than it had expected to realize. Investments in securities which are
'restricted' may involve added expenses to a Fund should the Fund be required to
bear registration costs with respect to such securities and could involve delays
in disposing of such securities which might have an adverse effect upon the
price and timing of sales of such securities and the liquidity of the Fund with
respect to redemptions. Restricted securities and securities for which there is
a limited trading market may be significantly more difficult to value due to the
unavailability of reliable market quotations for such securities, and investment
in such securities may have an adverse impact on net asset value. As more fully
described herein, certain Funds may purchase Rule 144A securities for which
there may be a secondary market of qualified institutional buyers as
contemplated by recently adopted Rule 144A under the 1933 Act. A Fund's holdings
of Rule 144A securities which are liquid securities will not be subject to the
Fund's applicable limitation on investments in illiquid securities. Rule 144A is
a relatively recent development and there is no assurance that a liquid market
in Rule 144A securities will develop or be maintained. To the extent that the
number of qualified institutional buyers is reduced, a previously liquid Rule
144A security may be determined to be illiquid, thus increasing the percentage
of illiquid assets in a Fund's portfolio. SBAM, under the supervision of the
Board of Directors, is responsible for monitoring the liquidity of Rule 144A
securities and the selection of such securities. The Board of Directors
periodically reviews purchases and sales of such securities.
BORROWING
Each of the Funds may borrow in certain limited circumstances. See 'Investment
Restrictions and Limitations.' Borrowing creates an opportunity for increased
return, but, at the same time, creates special risks. For example, borrowing may
exaggerate changes in the net asset value of a Fund's shares and in the return
on the Fund's portfolio. Although the principal of any borrowing will be fixed,
a Fund's assets may change in value during the time the borrowing is
outstanding. A Fund may be required to liquidate portfolio securities at a time
when it would be disadvantageous to do so in order to make payments with respect
to any borrowing, which could affect the investment manager's strategy and the
ability of the Fund to comply with certain provisions of the Code in order to
provide 'pass-though' tax treatment to shareholders. Furthermore, if a Fund were
to engage in borrowing, an increase in interest rates could reduce the value of
the Fund's shares by increasing the Fund's interest expense.
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NON-DIVERSIFICATION
The Asia Growth Fund, New York Municipal Money Market Fund and Capital Fund are
classified as 'non-diversified' funds under the 1940 Act, which means that each
Fund is not limited by the 1940 Act in the proportion of its assets that may be
invested in the obligations of a single issuer. Each Fund, however, intends to
comply with the diversification requirements imposed by the Code in order to
continue to qualify as a regulated investment company. In addition, beginning
July 1, 1998, the New York Municipal Money Market Fund will be required to
comply with the diversification requirements imposed by Rule 2a-7 of the 1940
Act. See 'Additional Information on Portfolio Investments and Investment
Policies -- New York Municipal Money Market Fund.' To the extent the Funds
invest a greater proportion of their assets in the securities of a smaller
number of issuers, each Fund may be more susceptible to any single economic,
political or regulatory occurrence than a more widely diversified fund and may
be subject to greater risk of loss with respect to its portfolio securities.
DERIVATIVES
Certain of the Funds may use various investment strategies described below to
hedge market risks (such as broad or specific market movements, interest rates
and currency exchange rates), to manage the effective maturity or duration of
debt instruments held by a Fund, or to seek to increase a Fund's income or gain.
Although these strategies are regularly used by some investment companies and
other institutional investors, it is not presently anticipated that any of these
strategies will be used to a significant degree by any Fund unless otherwise
specifically indicated in the description of the particular Fund contained in
this SAI. Over time, however, techniques and instruments may change as new
instruments and strategies are developed or regulatory changes occur.
Subject to the constraints described above, a Fund may (if and to the extent so
authorized) purchase and sell interest rate, currency or stock or bond index
futures contracts and enter into currency forward contracts and currency swaps;
purchase and sell (or write) exchange listed and over-the-counter put and call
options on securities, currencies, futures contracts, indices and other
financial instruments, and a Fund may enter into interest rate transactions,
equity swaps and related transactions, invest in indexed debt securities and
other similar transactions which may be developed to the extent the investment
manager determines that they are consistent with the applicable Fund's
investment objective and policies and applicable regulatory requirements
(collectively, these transactions are referred to as 'Derivatives'). A Fund's
interest rate transactions may take the form of swaps, caps, floors and collars,
and a Fund's currency transactions may take the form of currency forward
contracts, currency futures contracts, currency swaps and options on currencies.
None of the Funds is a 'commodity pool' (i.e., a pooled investment vehicle which
trades in commodity futures contracts and options thereon and the operator of
which is registered with the CFTC), and Derivatives involving futures contracts
and options on futures contracts will be purchased, sold or entered into only
for bona fide hedging purposes, provided that a Fund may enter into such
transactions for purposes other than bona fide hedging if, immediately
thereafter, the sum of the amount of its initial margin and premiums on open
contracts and options would not exceed 5% of the liquidation value of the Fund's
portfolio, after taking into account unrealized profits and losses on existing
contracts provided, further, that, in the case of an option that is in-
the-money, the in-the-money amount may be excluded in calculating the 5%
limitation. The use of certain Derivatives in certain circumstances will require
that a Fund segregate cash or other liquid assets to the extent a Fund's
obligations are not otherwise 'covered' through ownership of the underlying
security, financial instrument or currency.
Derivatives involve special risks, including possible default by the other party
to the transaction, illiquidity and, to the extent the investment manager's view
as to certain market movements is incorrect, the risk that the use of
Derivatives could result in significantly greater losses than if it had not been
used. See 'Risk Factors' below. The degree of a Fund's use of Derivatives may be
limited by certain provisions of the Code. see 'Additional Information
Concerning Taxes.'
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Currency Transactions. A Fund may engage in currency transactions with
Counterparties to hedge the value of portfolio securities denominated in
particular currencies against fluctuations in relative value or to generate
income or gain. Currency transactions include currency forward contracts,
exchange-listed currency futures contracts and options thereon, exchange-listed
and OTC options on currencies, and currency swaps. A forward currency contract
involves a privately negotiated obligation to purchase or sell (with delivery
generally required) a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. A currency swap is an agreement to
exchange cash flows based on the notional difference among two or more
currencies and operates similarly to an interest rate swap, which is described
below under 'Swaps, Caps, Floors and Collars.' A Fund may enter into currency
transactions only with Counterparties that the investment manager deems to be
creditworthy.
A Fund may enter into forward currency exchange contracts when the investment
manager believes that the currency of a particular country may suffer a
substantial decline against the U.S. dollar. In those circumstances, a Fund may
enter into a forward contract to sell, for a fixed amount of U.S. dollars, the
amount of that currency approximating the value of some or all of the Fund's
portfolio securities denominated in such currency. Forward contracts may limit
potential gain from a positive change in the relationship between the U.S.
dollar and foreign currencies.
Transaction hedging is entering into a currency transaction with respect to
specific assets or liabilities of the Fund, which will generally arise in
connection with the purchase or sale of the Fund's portfolio securities or the
receipt of income from them. Position hedging is entering into a currency
transaction with respect to portfolio securities positions denominated or
generally quoted in that currency. A Fund will not enter into a transaction to
hedge currency exposure to an extent greater, after netting all transactions
intended wholly or partially to offset other transactions, than the aggregate
market value (at the time of entering into the transaction) of the securities
held by the Fund that are denominated or generally quoted in or currently
convertible into the currency, other than with respect to proxy hedging as
described below.
A Fund may cross-hedge currencies by entering into transactions to purchase or
sell one or more currencies that are expected to increase or decline in value
relative to other currencies to which the Fund has or in which the Fund expects
to have exposure. To reduce the effect of currency fluctuations on the value of
existing or anticipated holdings of its securities, a Fund may also engage in
proxy hedging. Proxy hedging is often used when the currency to which the Fund's
holdings is exposed is difficult to hedge generally or difficult to hedge
against the dollar. Proxy hedging entails entering into a forward contract to
sell a currency, the changes in the value of which are generally considered to
be linked to a currency or currencies in which some or all of the Fund's
securities are or are expected to be denominated, and to buy dollars. The amount
of the contract would not exceed the market value of the Fund's securities
denominated in linked currencies.
Currency transactions are subject to risks different from other portfolio
transactions, as discussed below under 'Risk Factors.' If a Fund enters into a
currency hedging transaction, the Fund will comply with the asset segregation
requirements described below under 'Use of Segregated and Other Special
Accounts.'
Futures Contracts. A Fund may trade futures contracts: (1) on domestic and
foreign exchanges on currencies, interest rates and bond indices; and (2) on
domestic and, to the extent permitted by the CFTC, foreign exchanges on stock
indices. Futures contracts are generally bought and sold on the commodities
exchanges on which they are listed with payment of initial and variation margin
as described below. The sale of a futures contract creates a firm obligation by
the Fund, as seller, to deliver to the buyer the specific type of financial
instrument called for in the contract at a specific future time for a specified
price (or with respect to certain instruments, the net cash amount). None of the
Funds is a commodity pool, and each Fund, where permitted, will use futures
contracts and options thereon solely: (i) for bona fide hedging purposes; and
(ii) for other purposes in amounts permitted by the rules and regulations
promulgated by the CFTC. A Fund's use of financial futures contracts and options
thereon will in all cases be consistent with applicable
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regulatory requirements and in particular the rules and regulations of the CFTC.
Maintaining a futures contract or selling an option on a futures contract will
typically require the Fund to deposit with a financial intermediary, as security
for its obligations, an amount of cash or other specified assets ('initial
margin') that initially is from 1% to 10% of the face amount of the contract
(but may be higher in some circumstances). Additional cash or assets ('variation
margin') may be required to be deposited thereafter daily as the mark-to-market
value of the futures contract fluctuates. A Fund will not enter into a futures
contract or option thereon other than for bona fide hedging purposes if,
immediately thereafter, the sum of the amount of its initial margin and premiums
required to maintain permissible non-bona fide hedging positions in futures
contracts and options thereon would exceed 5% of the liquidation value of the
Fund's portfolio, after taking into account unrealized profits and losses on
existing contracts; however, in the case of an option that is in-the-money at
the time of the purchase, the in-the-money amount may be excluded in calculating
the 5% limitation. The value of all futures contracts sold by the Fund (adjusted
for the historical volatility relationship between the Fund and the contracts)
will not exceed the total market value of the Fund's securities. In addition,
the value of a Fund's long futures and options positions (futures contracts on
stock or bond indices, interest rates or foreign currencies and call options on
such futures contracts) will not exceed the sum of: (a) liquid assets segregated
for this purpose; (b) cash proceeds on existing investments due within thirty
days; and (c) accrued profits on the particular futures or options positions.
The segregation requirements with respect to futures contracts and options
thereon are described below under 'Use of Segregated and Other Special
Accounts.'
Interest Rate Futures Contracts. A Fund may enter into interest rate futures
contracts in order to protect it from fluctuations in interest rates without
necessarily buying or selling fixed income securities. An interest rate futures
contract is an agreement to take or make delivery of either: (i) an amount of
cash equal to the difference between the value of a particular index of debt
securities at the beginning and at the end of the contract period; or (ii) a
specified amount of a particular debt security at a future date at a price set
at time of the contract. For example, if a Fund owns bonds, and interest rates
are expected to increase, the Fund might sell futures contracts on debt
securities having characteristics similar to those held in the portfolio. Such a
sale would have much the same effect as selling an equivalent value of the bonds
owned by the Fund. If interest rates did increase, the value of the debt
securities in the portfolio would decline, but the value of the futures
contracts to the Fund would increase at approximately the same rate, thereby
keeping the net asset value of each class of the Fund from declining as much as
it otherwise would have. A Fund could accomplish similar results by selling
bonds with longer maturities and investing in bonds with shorter maturities when
interest rates are expected to increase. However, since the futures market may
be more liquid than the cash market, the use of futures contracts as a risk
management technique allows a Fund to maintain a defensive position without
having to sell its portfolio securities.
Similarly when the investment manager expects that interest rates may decline, a
Fund may purchase interest rate futures contracts in an attempt to hedge against
having to make subsequently anticipated purchases of bonds at the higher prices
subsequently expected to prevail. Since the fluctuations in the value of
appropriately selected futures contracts should be similar to that of the bonds
that will be purchased, a Fund could take advantage of the anticipated rise in
the cost of the bonds without actually buying them until the market had
stabilized. At that time, a Fund could make the intended purchase of the bonds
in the cash market and the futures contracts could be liquidated.
At the time of delivery of securities pursuant to an interest rate futures
contract, adjustments are made to recognize differences in value arising from
the delivery of securities with a different interest rate from that specified in
the contract. In some (but not many) cases, securities called for by a futures
contract may have a shorter term than the term of the futures contract and,
consequently, may not in fact have been issued when the futures contract was
entered.
Options. In order to hedge against adverse market shifts or to increase income
or gain, certain Funds may purchase put and call options or write 'covered' put
and call options on futures
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contracts on stock indices interest rates and currencies. In addition, in order
to hedge against adverse market shifts or to increase its income, a Fund may
purchase put and call options and write 'covered' put and call options on
stocks, stock indices and currencies. A Fund may utilize options on currencies
in order to hedge against currency exchange rate risks. A call option is
'covered' if, so long as the Fund is obligated as the writer of the option, it
will own: (i) the underlying investment subject to the option; (ii) securities
convertible or exchangeable without the payment of any consideration into the
securities subject to the option; or (iii) a call option on the relevant
security or currency with an exercise price no higher than the exercise price on
the call option written. A put option is 'covered' if, to support its obligation
to purchase the underlying investment if a put option that a Fund writes is
exercised, the Fund will either (a) deposit with its custodian in a segregated
account cash, cash equivalents, U.S. government securities or other high grade
liquid debt obligations having a value at least equal to the exercise price of
the underlying investment or (b) continue to own an equivalent number of puts of
the same 'series' (that is, puts on the same underlying investment having the
same exercise prices and expiration dates as those written by the Fund), or an
equivalent number of puts of the same 'class' (that is, puts on the same
underlying investment) with exercise prices greater than those that it has
written (or, if the exercise prices of the puts it holds are less than the
exercise prices of those it has written, it will deposit the difference with its
custodian in a segregated account). Parties to options transactions must make
certain payments and/or set aside certain amounts of assets in connection with
each transaction, as described below.
In all cases except for certain options on interest rate futures contracts, by
writing a call, a Fund will limit its opportunity to profit from an increase in
the market value of the underlying investment above the exercise price of the
option for as long as the Fund's obligation as writer of the option continues.
By writing a put, a Fund will limit its opportunity to profit from a decrease in
the market value of the underlying investment below the exercise price of the
option for as long as the Fund's obligation as writer of the option continues.
Upon the exercise of a put option written by a Fund, the Fund may suffer an
economic loss equal to the difference between the price at which the Fund is
required to purchase the underlying investment and its market value at the time
of the option exercise, less the premium received for writing the option. Upon
the exercise of a call option written by a Fund, the Fund may suffer an economic
loss equal to an amount not less than the excess of the investment's market
value at the time of the option exercise over the Fund's acquisition cost of the
investment, less the sum of the premium received for writing the option and the
positive difference, if any, between the call price paid to the Fund and the
Fund's acquisition cost of the investment.
In all cases except for certain options on interest rate futures contracts, in
purchasing a put option, a Fund will seek to benefit from a decline in the
market price of the underlying investment, while in purchasing a call option, a
Fund will seek to benefit from an increase in the market price of the underlying
investment. If an option purchased is not sold or exercised when it has
remaining value, or if the market price of the underlying investment remains
equal to or greater than the exercise price, in the case of a put, or remains
equal to or below the exercise price, in the case of a call, during the life of
the option, the Fund will lose its investment in the option. For the purchase of
an option to be profitable, the market price of the underlying investment must
decline sufficiently below the exercise price, in the case of a put, and must
increase sufficiently above the exercise price, in the case of a call, to cover
the premium and transaction costs.
In the case of certain options on interest rate futures contracts, a Fund may
purchase a put option in anticipation of a rise in interest rates, and purchase
a call option in anticipation of a fall in interest rates. By writing a covered
call option on interest rate futures contracts, a Fund will limit its
opportunity to profit from a fall in interest rates. By writing a covered put
option on interest rate futures contracts, a Fund will limit its opportunity to
profit from a rise in interest rates.
A Fund may choose to exercise the options it holds, permit them to expire or
terminate them prior to their expiration by entering into closing transactions.
A Fund may enter into a closing purchase transaction in which the Fund purchases
an option having the same terms as the option it had written or a closing sale
transaction in which the Fund sells an option having the same
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terms as the option it had purchased. A covered option writer unable to effect a
closing purchase transaction will not be able to sell the underlying security
until the option expires or the underlying security is delivered upon exercise,
with the result that the writer will be subject to the risk of market decline in
the underlying security during such period. Should a Fund choose to exercise an
option, the Fund will purchase in the open market the securities, commodities or
commodity futures contracts underlying the exercised option.
Exchange-listed options on securities and currencies, with certain exceptions,
generally settle by physical delivery of the underlying security or currency,
although in the future, cash settlement may become available. Frequently, rather
than taking or making delivery of the underlying instrument through the process
of exercising the option, listed options are closed by entering into offsetting
purchase or sale transactions that do not result in ownership of the new option.
Index options are cash settled for the net amount, if any, by which the option
is 'in-the-money' (that is, the amount by which the value of the underlying
instrument exceeds, in the case of a call option, or is less than, in the case
of a put option, the exercise price of the option) at the time the option is
exercised.
Put options and call options typically have similar structural characteristics
and operational mechanics regardless of the underlying instrument on which they
are purchased or sold. Thus, the following general discussion relates to each of
the particular types of options discussed in greater detail below. In addition,
many Derivatives involving options require segregation of Fund assets in special
accounts, as described below under 'Use of Segregated and Other Special
Accounts.'
A put option gives the purchaser of the option, upon payment of a premium, the
right to sell, and the writer of the obligation to buy, the underlying security,
index, currency or other instrument at the exercise price. A Fund's purchase of
a put option on a security, for example, might be designed to protect its
holdings in the underlying instrument (or, in some cases, a similar instrument)
against a substantial decline in the market value of such instrument by giving
the Fund the right to sell the instrument at the option exercise price. A call
option, upon payment of a premium, gives the purchaser of the option the right
to buy, and the seller the obligation to sell, the underlying instrument at the
exercise price. A Fund's purchase of a call option on a security, financial
futures contract, index, currency or other instrument might be intended to
protect the Fund against an increase in the price of the underlying instrument
that it intends to purchase in the future by fixing the price at which it may
purchase the instrument. An 'American' style put or call option may be exercised
at any time during the option period, whereas a 'European' style put or call
option may be exercised only upon expiration or during a fixed period prior to
expiration. Exchange-listed options are issued by a regulated intermediary such
as the Options Clearing Corporation ('OCC'), which guarantees the performance of
the obligations of the parties to the options. The discussion below uses the OCC
as an example, but is also applicable to other similar financial intermediaries.
OCC-issued and exchange-listed options, with certain exceptions, generally
settle by physical delivery of the underlying security or currency, although in
the future, cash settlement may become available. Index options are cash settled
for the net amount, if any, by which the option is 'in-the-money' (that is, the
amount by which the value of the underlying instrument exceeds, in the case of a
call option, or is less than, in the case of a put option, the exercise price of
the option) at the time the option is exercised. Frequently, rather than taking
or making delivery of the underlying instrument through the process of
exercising the option, listed options are closed by entering into offsetting
purchase or sale transactions that do not result in ownership of the new option.
A Fund's ability to close out its position as a purchaser or seller of an
OCC-issued or exchange-listed put or call option is dependent, in part, upon the
liquidity of the particular option market. Among the possible reasons for the
absence of a liquid option market on an exchange are: (1) insufficient trading
interest in certain options, (2) restrictions on transactions imposed by an
exchange, (3) trading halts, suspensions or other restrictions imposed with
respect to particular classes or series of options or underlying securities,
including reaching daily price limits, (4) interruption of the normal operations
of the OCC or an exchange, (5) inadequacy of the facilities
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of an exchange or the OCC to handle current trading volume or (6) a decision by
one or more exchanges to discontinue the trading of options (or a particular
class or series of options), in which event the relevant market for that option
on that exchange would cease to exist, although any such outstanding options on
that exchange would continue to be exercisable in accordance with their terms.
The hours of trading for listed options may not coincide with the hours during
which the underlying financial instruments are traded. To the extent that the
option markets close before the markets for the underlying financial
instruments, significant price and rate movements can take place in the
underlying markets that would not be reflected in the corresponding option
markets.
OTC options are purchased from or sold to securities dealers, financial
institutions or other parties (collectively referred to as 'Counterparties' and
individually referred to as a 'Counterparty') through a direct bilateral
agreement with the Counterparty. In contrast to exchange-listed options, which
generally have standardized terms and performance mechanics, all of the terms of
an OTC option, including such terms as method of settlement, term, exercise
price, premium, guaranties and security, are determined by negotiation of the
parties. It is anticipated that any Portfolio authorized to use OTC options will
generally only enter into OTC options that have cash settlement provisions,
although it will not be required to do so.
Unless the parties provide for it, no central clearing or guaranty function is
involved in an OTC option. As a result, if a Counterparty fails to make or take
delivery of the security, currency or other instrument underlying an OTC option
it has entered into with the Fund or fails to make a cash settlement payment due
in accordance with the terms of that option, the Fund will lose any premium it
paid for the option as well as any anticipated benefit of the transaction. Thus,
the investment manager must assess the creditworthiness of each such
Counterparty or any guarantor or credit enhancement of the Counterparty's credit
to determine the likelihood that the terms of the OTC option will be met. A Fund
will enter into OTC option transactions only with U.S. Government securities
dealers recognized by the Federal Reserve Bank of New York as 'primary dealers,'
or broker-dealers, domestic or foreign banks, or other financial institutions
that the investment manager deems to be creditworthy. In the absence of a change
in the current position of the staff of the SEC, OTC options purchased by a Fund
and the amount of a Fund's obligation pursuant to an OTC option sold by the Fund
(the cost of the sell-back plus the in-the-money amount, if any) or the value of
the assets held to cover such options will be deemed illiquid.
If a Fund sells a call option, the premium that it receives may serve as a
partial hedge, to the extent of the option premium, against a decrease in the
value of the underlying securities or instruments held by the Fund or will
increase the Fund's income. Similarly, the Sale of put options can also provide
gains for a Fund.
A Fund may purchase and sell call options on securities that are traded on U.S.
and foreign securities exchanges and in the OTC markets, and on securities
indices, currencies and futures contracts. All calls sold by a Fund must be
'covered' (that is, the Fund must own the securities or futures contract subject
to the call), or must otherwise meet the asset segregation requirements
described below for so long as the call is outstanding. Even though the Fund
will receive the option premium to help protect it against loss, a call sold by
a Fund will expose the Fund during the term of the option to possible loss of
opportunity to realize appreciation in the market price of the underlying
security or instrument and may require the Fund to hold a security or instrument
that it might otherwise have sold.
A Fund reserves the right to purchase or sell options on instruments and indices
which may be developed in the future to the extent consistent with applicable
law, the Fund's investment objective and the restrictions set forth herein.
A Fund may purchase and sell put options on securities (whether or not it holds
the securities in its portfolio) and on securities indices, currencies and
futures contracts. In selling put options, a Fund faces the risk that it may be
required to buy the underlying security at a disadvantageous price above the
market price.
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(a) Options on Stocks and Stock Indices. A Fund may purchase put and call
options and write covered put and call options on stocks and stock indices
listed on domestic and foreign securities exchanges in order to hedge against
movements in the equity markets or to increase income or gain to the Fund. In
addition, the Fund may purchase options on stocks that are traded over-the-
counter. Options on stock indices are similar to options on specific securities.
However, because options on stock indices do not involve the delivery of an
underlying security, the option represents the holder's right to obtain from the
writer cash in an amount equal to a fixed multiple of the amount by which the
exercise price exceeds (in the case of a put) or is less than (in the case of a
call) the closing value of the underlying stock index on the exercise date.
Currently, options traded include the Standard & Poor's 100 Index of Composite
Stocks, Standard & Poor's 500 Index of Composite Stocks (the 'S&P 500 Index'),
the New York Stock Exchange ('NYSE') Composite Index, the American Stock
Exchange ('AMEX') Market Value Index, the National Over-the-Counter Index and
other standard broadly based stock market indices. Options are also traded in
certain industry or market segment indices such as the Oil Index, the Computer
Technology Index and the Transportation Index. Stock index options are subject
to position and exercise limits and other regulations imposed by the exchange on
which they are traded.
If the investment manager expects general stock market prices to rise, a Fund
might purchase a call option on a stock index or a futures contract on that
index as a hedge against an increase in prices of particular equity securities
it wants ultimately to buy. If the stock index does rise, the price of the
particular equity securities intended to be purchased may also increase, but
that increase would be offset in part by the increase in the value of the Fund's
index option or futures contract resulting from the increase in the index. If,
on the other hand, the investment manager expects general stock market prices to
decline, it might purchase a put option or sell a futures contract on the index.
If that index does decline, the value of some or all of the equity securities in
a Fund's portfolio may also be expected to decline, but that decrease would be
offset in part by the increase in the value of the Fund's position in such put
option or futures contract.
(b) Options on Currencies. A Fund may invest in options on currencies traded on
domestic and foreign securities exchanges in order to hedge against currency
exchange rate risks or to increase income or gain, as described above in
'Forward Currency Exchange Contracts.'
(c) Options on Futures Contracts. A Fund may purchase put and call options and
write covered put and call options on futures contracts on stock indices,
interest rates and currencies traded on domestic and, to the extent permitted by
the CFTC, foreign exchanges, in order to hedge all or a portion of its
investments or to increase income or gain and may enter into closing
transactions in order to terminate existing positions. There is no guarantee
that such closing transactions can be effected. An option on a stock index
futures contract, interest rate futures contract or currency futures contract,
as contrasted with the direct investment in such a contract, gives the purchaser
the right, in return for the premium paid, to assume a position in the
underlying contract at a specified exercise price at any time on or before the
expiration date of the option. Upon exercise of an option, the delivery of the
futures position by the writer of the option to the holder of the option will be
accompanied by delivery of the accumulated balance in the writer's futures
margin account. The potential loss related to the purchase of an option on a
futures contract is limited to the premium paid for the option (plus transaction
costs). While the price of the option is fixed at the point of sale, the value
of the option does change daily and the change would be reflected in the net
asset value of the Fund.
The purchase of an option on a financial futures contract involves payment of a
premium for the option without any further obligation on the part of the Fund.
If the Fund exercises an option on a futures contract it will be obligated to
post initial margin (and potentially variation margin) for the resulting futures
position just as it would for any futures position. Futures contracts and
options thereon are generally settled by entering into an offsetting
transaction, but no assurance can be given that a position can be offset prior
to settlement or that delivery will occur.
Interest Rate and Equity Swaps and Related Transactions. Certain Funds may enter
into interest rate and equity swaps and may purchase or sell (i.e., write)
interest rate and equity caps, floors and collars. A Fund expects to enter into
these transactions in order to hedge against either a
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decline in the value of the securities included in the Fund's portfolio, or
against an increase in the price of the securities which it plans to purchase,
or in order to preserve or maintain a return or spread on a particular
investment or portion of its portfolio or to achieve a particular return on cash
balances, or in order to increase income or gain. Interest rate and equity swaps
involve the exchange by a Fund with another party of their respective
commitments to make or receive payments based on a notional principal amount.
The purchase of an interest rate or equity cap entitles the purchaser, to the
extent that a specified index exceeds a predetermined level, to receive payments
on a contractually-based principal amount from the party selling the interest
rate or equity cap. The purchase of an interest rate or equity floor entitles
the purchaser, to the extent that a specified index falls below a predetermined
rate, to receive payments on a contractually-based principal amount from the
party selling the interest rate or equity floor. A collar is a combination of a
cap and a floor which preserve a certain return within a predetermined range of
values.
A Fund may enter into interest rate and equity swaps, caps, floors and collars
on either an asset-based or liability-based basis, depending on whether it is
hedging its assets or its liabilities, and will usually enter into interest rate
and equity swaps on a net basis (i.e., the two payment streams are netted out),
with the Fund receiving or paying, as the case may be, only the net amount of
the two payments. The net amount of the excess, if any, of a Fund's obligations
over its entitlements with respect to each interest rate or equity swap will be
accrued on a daily basis, and an amount of liquid assets having an aggregate net
asset value at least equal to the accrued excess will be maintained in a
segregated account by the Fund's custodian in accordance with procedures
established by the Board of Directors. If a Fund enters into an interest rate or
equity swap on other than a net basis, the Fund will maintain a segregated
account in the full amount accrued on a daily basis of the Fund's obligations
with respect to the swap. A Fund will only enter into interest rate and equity
swap, cap, floor or collar transactions with counterparties the investment
manager deems to be creditworthy. The investment manager will monitor the
creditworthiness of counterparties to its interest rate and equity swap, cap,
floor and collar transactions on an ongoing basis. If there is a default by the
other party to such a transaction, a Fund will have contractual remedies
pursuant to the agreements related to the transaction. The swap market has grown
substantially in recent years with a large number of banks and investment
banking firms acting both as principals and agents utilizing standardized swap
documentation. The investment manager has determined that, as a result, the swap
market is liquid. Caps, floors and collars are more recent innovations for which
standardized documentation has not yet been developed and, accordingly, they are
less liquid than swaps. To the extent a Fund sells caps, floors and collars it
will maintain in a segregated account cash and/or, cash equivalents or other
liquid high grade debt securities having an aggregate net asset value at least
equal to the full amount, accrued on a daily basis, of the Fund's obligations
with respect to the caps, floors or collars. The use of interest rate and equity
swaps is a highly specialized activity which involves investment techniques and
risks different from those associated with ordinary portfolio securities
transactions. If the investment manager is incorrect in its forecasts of market
values, interest rates and other applicable factors, the investment performance
of a Fund would diminish compared with what it would have been if these
investment techniques were not utilized. Moreover, even if the investment
manager is correct in its forecasts, there is a risk that the swap position may
correlate imperfectly with the price of the asset or liability being hedged.
The liquidity of swap agreements will be determined by the investment manager
based on various factors, including (1) the frequency of trades and quotations,
(2) the number of dealers and prospective purchasers in the marketplace, (3)
dealer undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for trades
(including the ability to assign or offset the Fund's rights and obligations
relating to the investment). Such determination will govern whether a swap will
be deemed within the percentage restriction on investments in securities that
are not readily marketable.
A Fund will maintain liquid assets in a segregated custodial account to cover
its current obligations under swap agreements. If a Fund enters into a swap
agreement on a net basis, it will segregate assets with a daily value at least
equal to the excess, if any, of the Fund's accrued
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obligations under the swap agreement over the accrued amount the Fund is
entitled to receive under the agreement. If a Fund enters into a swap agreement
on other than a net basis, it will segregate assets with a value equal to the
full amount of the Fund's accrued obligations under the agreement. See 'Use of
Segregated and Other Special Accounts' below.
There is no limit on the amount of interest rate and equity swap transaction
that may be entered into by a Fund. These transactions do not involve the
delivery of securities or other underlying assets or principal. Accordingly, the
risk of loss with respect to interest rate and equity swaps is limited to the
net amount of payments that a Fund is contractually obligated to make, if any.
The effective use of swaps and related transactions by a Fund may depend, among
other things, on the Fund's ability to terminate the transactions at times when
the investment manager deems it desirable to do so. Because swaps and related
transactions are bilateral contractual arrangements between a Fund and
counterparties to the transactions, the Fund's ability to terminate such an
arrangement may be considerably more limited than in the case of an exchange
traded instrument. To the extent a Fund does not, or cannot, terminate such a
transaction in a timely manner, the Fund may suffer a loss in excess of any
amounts that it may have received, or expected to receive, as a result of
entering into the transaction. If the other party to a swap defaults, a Fund's
risk of loss is the net amount of payments that the Fund contractually is
entitled to receive, if any. A Fund may purchase and sell caps, floors and
collars without limitation, subject to the segregated account requirement
described above.
Indexed Securities. A Fund may purchase securities whose prices are indexed to
the prices of other securities, securities indices, currencies, or other
financial indicators. Indexed securities typically, but not always, are debt
securities or deposits whose value at maturity or coupon rate is determined by
reference to a specific instrument or statistic. Currency-indexed securities
typically are short-term to intermediate-term debt securities whose maturity
values or interest rates are determined by reference to the values of one or
more specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed securities
may be positively or negatively indexed; that is, their maturity value may
increase when the specified currency value increases, resulting in a security
that performs similarly to a foreign currency-denominated instrument, or their
maturity value may decline when foreign currencies increase, resulting in a
security whose price characteristics are similar to a put on the underlying
currency. Currency-indexed securities may also have prices that depend on the
values of a number of different foreign currencies relative to each other.
Combined Transactions. A Fund may enter into multiple transactions, including
multiple options transactions, multiple futures transactions, multiple currency
transactions (including forward currency contracts), multiple interest rate
transactions and any combination of futures, options, currency and interest rate
transactions, instead of a single Derivative, as part of a single or combined
strategy when, in the judgment of the investment manager, it is in the best
interests of the Fund to do so. A combined transaction will usually contain
elements of risk that are present in each of its component transactions.
Although combined transactions will normally be entered into by a Fund based on
the investment manager's judgment that the combined strategies will reduce risk
or otherwise more effectively achieve the desired portfolio management goal, it
is possible that the combination will instead increase the risks or hinder
achievement of the Fund management objective.
Risk Factors. Derivatives have special risks associated with them, including
possible default by the Counterparty to the transaction, illiquidity and, to the
extent the investment manager's view as to certain market movements is
incorrect, the risk that the use of the Derivatives could result in losses
greater than if they had not been used. Use of put and call options could result
in losses to a Fund, force the sale or purchase of portfolio securities at
inopportune times or for prices higher than (in the case of put options) or
lower than (in the case of call options) current market values, or cause a Fund
to hold a security it might otherwise sell.
The use of futures and options transactions entails certain special risks. In
particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related securities position of a
Fund could create the possibility that losses on the hedging
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instrument are greater than gains in the value of the Fund's position. In
addition, futures and options markets could be illiquid in some circumstances
and certain over-the-counter options could have no markets. As a result, in
certain markets, a Fund might not be able to close out a transaction without
incurring substantial losses. Although a Fund's use of futures and options
transactions for hedging should tend to minimize the risk of loss due to a
decline in the value of the hedged position, at the same time it will tend to
limit any potential gain to the Fund that might result from an increase in value
of the position. There is also the risk of loss by a Fund of margin deposits in
the event of bankruptcy of a broker with whom the Fund has an open position in a
futures contract or option thereon. Finally, the daily variation margin
requirements for futures contracts create a greater ongoing potential financial
risk than would purchases of options, in which case the exposure is limited to
the cost of the initial premium. However, because option premiums paid by a Fund
are small in relation to the market value of the investments underlying the
options, buying options can result in large amounts of leverage. The leverage
offered by trading in options could cause a Fund's net asset value to be subject
to more frequent and wider fluctuation than would be the case if the Fund did
not invest in options.
As is the case with futures and options strategies, the effective use of swaps
and related transactions by a Fund may depend, among other things, on a Fund's
ability to terminate the transactions at times when SBAM deems it desirable to
do so. To the extent a Fund does not, or cannot, terminate such a transaction in
a timely manner, a Fund may suffer a loss in excess of any amounts that it may
have received, or expected to receive, as a result of entering into the
transaction.
Currency hedging involves some of the same risks and considerations as other
transactions with similar instruments. Currency transactions can result in
losses to a Fund if the currency being hedged fluctuates in value to a degree or
in a direction that is not anticipated. Further, the risk exists that the
perceived linkage between various currencies may not be present or may not be
present during the particular time that the Fund is engaging in proxy hedging.
Currency transactions are also subject to risks different from those of other
portfolio transactions. Because currency control is of great importance to the
issuing governments and influences economic planning and policy, purchases and
sales of currency and related instruments can be adversely affected by
government exchange controls, limitations or restrictions on repatriation of
currency, and manipulations or exchange restrictions imposed by governments.
These forms of governmental actions can result in losses to a Fund if it is
unable to deliver or receive currency or monies in settlement of obligations and
could also cause hedges it has entered into to be rendered useless, resulting in
full currency exposure as well as incurring transaction costs. Buyers and
sellers of currency futures contracts are subject to the same risks that apply
to the use of futures contracts generally. Further, settlement of a currency
futures contract for the purchase of most currencies must occur at a bank based
in the issuing nation. Trading options on currency futures contracts is
relatively new, and the ability to establish and close out positions on these
options is subject to the maintenance of a liquid market that may not always be
available. Currency exchange rates may fluctuate based on factors extrinsic to
that country's economy.
Because the amount of interest and/or principal payments which the issuer of
indexed debt securities is obligated to make is linked to the prices of other
securities, securities indices, currencies, or other financial indicators, such
payments may be significantly greater or less than payment obligations in
respect of other types of debt securities. As a result, an investment in indexed
debt securities may be considered speculative. Moreover, the performance of
indexed securities depends to a great extent on the performance of and may be
more volatile than the security, currency, or other instrument to which they are
indexed, and may also be influenced by interest rate changes in the United
States and abroad. At the same time, indexed securities are subject to the
credit risks associated with the issuer of the security, and their values may
decline substantially if the issuer's creditworthiness deteriorates.
Losses resulting from the use of Derivatives will reduce a Fund's net asset
value, and possibly income, and the losses can be greater than if Derivatives
had not been used.
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Risks of Derivatives Outside the United States. When conducted outside the
United States, Derivatives may not be regulated as rigorously as in the United
States, may not involve a clearing mechanism and related guarantees, and will be
subject to the risk of governmental actions affecting trading in, or the prices
of, foreign securities, currencies and other instruments. In addition, the price
of any foreign futures or foreign options contract and, therefore, the potential
profit and loss thereon, may be affected by any variance in the foreign exchange
rate between the time an order is placed and the time it is liquidated, offset
or exercised. The value of positions taken as part of non-U.S. Derivatives also
could be adversely affected by: (1) other complex foreign political, legal and
economic factors, (2) lesser availability of data on which to make trading
decisions than in the United States, (3) delays in the Fund's ability to act
upon economic events occurring in foreign markets during nonbusiness hours in
the United States, (4) the imposition of different exercise and settlement terms
and procedures and margin requirements than in the United States and (5) lower
trading volume and liquidity.
Use of Segregated and Other Special Accounts. Use of many Derivatives by a Fund
will require, among other things, that the Fund segregate liquid assets with its
custodian, or a designated sub-custodian, to the extent the Fund's obligations
are not otherwise 'covered' through ownership of the underlying security,
financial instrument or currency. In general, either the full amount of any
obligation by a Fund to pay or deliver securities or assets must be covered at
all times by the securities, instruments or currency required to be delivered,
or, subject to any regulatory restrictions, an amount of liquid assets at least
equal to the current amount of the obligation must be segregated with the
custodian or subcustodian in accordance with procedures established by the Board
of Directors. The segregated assets cannot be sold or transferred unless
equivalent assets are substituted in their place or it is no longer necessary to
segregate them. A call option on securities written by a Fund, for example, will
require the Fund to hold the securities subject to the call (or securities
convertible into the needed securities without additional consideration) or to
segregate liquid high grade debt obligations sufficient to purchase and deliver
the securities if the call is exercised. A call option sold by a Fund on an
index will require the Fund to own portfolio securities that correlate with the
index or to segregate liquid high grade debt obligations equal to the excess of
the index value over the exercise price on a current basis. A put option on
securities written by a Fund will require the Fund to segregate liquid high
grade debt obligations equal to the exercise price. Except when a Fund enters
into a forward contract in connection with the purchase or Sale of a security
denominated in a foreign currency or for other non-speculative purposes, which
requires no segregation, a currency contract that obligates the Fund to buy or
sell a foreign currency will generally require the Fund to hold an amount of
that currency or liquid securities denominated in that currency equal to the
Fund's obligations or to segregate liquid high grade debt obligations equal to
the amount of the Fund's obligations.
OTC options entered into by a Fund, including those on securities, currency,
financial instruments or indices, and OCC-issued and exchange-listed index
options will generally provide for cash settlement, although the Fund will not
be required to do so. As a result, when a Fund sells these instruments it will
segregate an amount of assets equal to its obligations under the options. OCC-
issued and exchange-listed options sold by a Fund other than those described
above generally settle with physical delivery, and the Fund will segregate an
amount of assets equal to the full value of the option. OTC options settling
with physical delivery or with an election of either physical delivery or cash
settlement will be treated the same as other options settling with physical
delivery.
In the case of a futures contract or an option on a futures contract, a Fund
must deposit initial margin and, in some instances, daily variation margin in
addition to segregating liquid assets sufficient to meet its obligations to
purchase or provide securities or currencies, or to pay the amount owed at the
expiration of an index-based futures contract. A Fund will accrue the net amount
of the excess, if any, of its obligations relating to swaps over its
entitlements with respect to each swap on a daily basis and will segregate with
its custodian, or designated sub-custodian, an amount of liquid assets having an
aggregate value equal to at least the accrued excess. Caps, floors and collars
require segregation of liquid assets with a value equal to the Fund's net
obligation, if any.
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Derivatives may be covered by means other than those described above when
consistent with applicable regulatory policies. A Fund may also enter into
offsetting transactions so that its combined position, coupled with any
segregated assets, equals its net outstanding obligation in related Derivatives.
A Fund could purchase a put option, for example, if the strike price of that
option is the same or higher than the strike price of a put option sold by the
Fund. Moreover, instead of segregating assets if it holds a futures contract or
forward contract, a Fund could purchase a put option on the same futures
contract or forward contract with a strike price as high or higher than the
price of the contract held. Other Derivatives may also be offset in
combinations. If the offsetting transaction terminates at the time of or after
the primary transaction, no segregation is required, but if it terminates prior
to that time, assets equal to any remaining obligation would need to be
segregated.
PORTFOLIO TURNOVER
Purchases and Sales of portfolio securities may be made as considered advisable
by the investment manager in the best interests of the shareholders. Each Fund
intends to limit portfolio trading to the extent practicable and consistent with
its investment objectives. Each Fund's portfolio turnover rate may vary from
year to year, as well as within a year. Short-term gains realized from portfolio
transactions are taxable to shareholders as ordinary income. In addition, higher
portfolio turnover rates can result in corresponding increases in portfolio
transaction costs for a Fund. See 'Portfolio Transactions.'
With respect to each of the Cash Management Fund and New York Municipal Money
Market Fund, SBAM seeks to enhance the Fund's yield by taking advantage of yield
disparities or other factors that occur in the money market. For example, market
conditions frequently result in similar securities trading at different prices.
The Cash Management Fund and the New York Municipal Money Market Fund may
dispose of any portfolio security prior to its maturity if such disposition and
reinvestment of the proceeds are expected to enhance yield consistent with the
investment manager's judgment as to a desirable portfolio maturity structure or
if such disposition is believed to be advisable due to other circumstances or
considerations. Subsequent to its purchase, a portfolio security may be assigned
a lower rating or cease to be rated. Such an event would not require the
disposition of the instrument, but the investment manager will consider such an
event in determining whether the Cash Management Fund and the New York Municipal
Money Market Fund should continue to hold the security. The policy of each of
the Cash Management Fund and the New York Municipal Money Market Fund regarding
dispositions of portfolio securities and its policy of investing in securities
deemed to have maturities of 397 days or less will result in high portfolio
turnover. A higher rate of portfolio turnover results in increased transaction
costs to the Cash Management Fund and the New York Municipal Money Market Fund
in the form of dealer spreads.
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INVESTMENT RESTRICTIONS AND LIMITATIONS
Unless otherwise indicated, the investment restrictions described below are
fundamental investment policies which may be changed only when permitted by law,
if applicable, and approved by the holders of a majority of the applicable
Fund's outstanding voting securities, which, as defined by the 1940 Act means
the lesser of: (i) 67% of the shares represented at a meeting at which more than
50% of the outstanding shares are represented; or (ii) more than 50% of the
outstanding shares. Except for: (i) the investment restrictions set forth below
which are indicated as fundamental policies; and (ii) each Fund's investment
objective(s) as described in the Prospectus, the other policies and percentage
limitations referred to in this SAI and in the Prospectus are not fundamental
policies of the Funds and may be changed by vote of each Company's Board of
Directors without shareholder approval.
If a percentage restriction on investment or utilization of assets in a
fundamental policy or restriction set forth below is adhered to at the time a
transaction is effected, a later change in percentage ownership of a security or
kind of security resulting from changing market values or a similar type of
event will not be considered a violation of such policy or restriction.
INVESTMENT RESTRICTIONS
ASIA GROWTH FUND, HIGH YIELD BOND FUND, INTERNATIONAL GROWTH FUND, LARGE CAP
GROWTH FUND, NATIONAL INTERMEDIATE MUNICIPAL FUND, SMALL CAP GROWTH FUND,
STRATEGIC BOND FUND, TOTAL RETURN FUND, AND U.S. GOVERNMENT INCOME FUND. Each of
the Asia Growth Fund, High Yield Bond Fund, National Intermediate Municipal
Fund, Small Cap Growth Fund, Strategic Bond Fund, Total Return Fund and U.S.
Government Income Fund may not:
(1) underwrite securities of other issuers, except to the extent that the
purchase of investments directly from the issuer thereof or from an
underwriter for an issuer and the later disposition of such securities in
accordance with a Fund's investment program may be deemed to be an
underwriting;
(2) purchase or sell real estate, although a Fund may purchase and sell
securities of companies which deal in real estate, may purchase and sell
marketable securities which are secured by interests in real estate and may
invest in mortgages and mortgage-backed securities;
(3) purchase or sell commodities or commodity contracts except that a Fund
may engage in hedging and derivative transactions to the extent permitted
by its investment policies as stated in the Prospectus and this Statement
of Additional Information;
(4) make loans, except that (a) a Fund may purchase and hold debt
securities in accordance with its investment objective(s) and policies, (b)
a Fund may enter into repurchase agreements with respect to portfolio
securities, subject to applicable limitations of its investment policies,
(c) a Fund may lend portfolio securities with a value not in excess of
one-third of the value of its total assets, provided that collateral
arrangements with respect to options, forward currency and futures
transactions will not be deemed to involve loans of securities, and (d)
delays in the settlement of securities transactions will not be considered
loans;
(5) purchase the securities of other investment companies except as
permitted under the 1940 Act or in connection with a merger, consolidation,
acquisition or reorganization;
(6) Issue senior securities except as may be permitted by the 1940 Act.
In addition, each of the Asia Growth Fund, High Yield Bond Fund, National
Intermediate Municipal Fund, Strategic Bond Fund, Total Return Fund and
U.S. Government Income Fund may not:
(7) purchase securities on margin (except for delayed delivery or
when-issued transactions or such short-term credits as are necessary for
the clearance of transactions, and except for initial and variation margin
payments in connection with purchases or sales of futures contracts);
(8) sell securities short (except for short positions in a futures contract
or forward contract);
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(9) purchase or retain any securities of an issuer if one or more persons
affiliated with a Fund owns beneficially more than 1/2 of 1% of the
outstanding securities of such issuer and such affiliated persons so owning
1/2 of 1% together own beneficially more than 5% of such securities;
(10) invest in oil, gas and other mineral leases, provided, however, that
this shall not prohibit a Fund from purchasing publicly traded securities
of companies engaging in whole or in part in such activities;
(11) except with respect to the Asia Growth Fund, purchase the securities
of any issuer if by reason thereof the value of its investment in all
securities of that issuer will exceed 5% of the value of the issuer's total
assets;
(12) except with respect to the Asia Growth Fund purchase securities of
issuers which it is restricted from selling to the public without
registration under the 1933 Act if by reason thereof the value of its
aggregate investment in such classes of securities will exceed 10% of its
total assets, provided, however, that this limitation shall not apply to
Rule 144A securities;
(13) invest more than 5% of its total assets in securities of unseasoned
issuers (other than securities issued or guaranteed by U.S. federal or
state or foreign governments or agencies, instrumentalities or political
subdivisions thereof) which, including their predecessors, have been in
operation for less than three years;
(14) purchase puts, calls, straddles, spreads and any combination thereof
if by reason thereof the value of its aggregate investment in such classes
of securities will exceed 5% of its total assets;
(15) invest in warrants (other than warrants acquired by a Fund as part of
a unit or attached to securities at the time of purchase) if, as a result,
the investments (valued at the lower of cost or market) would exceed 5% of
the value of the Fund's net assets or if, as a result, more than 2% of the
Fund's net assets would be invested in warrants that are not listed on AMEX
or NYSE; or
(16) invest for the purpose of exercising control over the management of
any company.
Investment restrictions (1) through (6) described above are fundamental policies
of each of the Asia Growth Fund, High Yield Bond Fund, National Intermediate
Municipal Fund, Small Cap Growth Fund, Strategic Bond Fund, U.S. Government
Income Fund, International Equity Fund and Large Cap Growth Fund. Restrictions
(7) through (16) are non-fundamental policies.
In addition to the above fundamental restrictions, the High Yield Bond Fund,
National Intermediate Municipal Fund, Small Cap Growth Fund, Strategic Bond
Fund, Total Return Fund, and U.S. Government Income Fund, International Equity
Fund and Large Cap Growth Fund may not:
(1a) purchase securities of any issuer if the purchase would cause more
than 5% of the value of each Fund's total assets to be invested in the
securities of any one issuer (excluding securities issued or guaranteed by
the U.S. government, its agencies or instrumentalities and bank
obligations) or cause more than 10% of the voting securities of the issuer
to be held by a Fund, except that up to 25% of the value of each Fund's
total assets may be invested without regard to this restriction and
provided that each Fund may invest all or substantially all of its assets
in another registered investment company having substantially the same
investment objective(s) and policies and substantially the same investment
restrictions as those with respect to such Fund;
(2a) borrow money (including entering into reverse repurchase agreements),
except for temporary or emergency purposes and then not in excess of 10%
(33 1/3% in the case of the International Equity Fund and Large Cap Growth
Fund measured at all times not simply at the time of borrowing) of the
value of the total assets of the applicable Fund at the time the borrowing
is made, except that for the purpose of this restriction, short-term
credits necessary for settlement of securities transactions are not
considered borrowings (a Fund will not purchase additional securities at
any time its borrowings exceed 5% of total assets, provided,
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however, that a Fund may increase its interest in another registered
investment company having substantially the same investment objective(s)
and policies and substantially the same investment restrictions as those
with respect to such Fund while such borrowings are outstanding); or
(3a) invest more than 25% of the total assets of each Fund in the
securities of issuers having their principal activities in any particular
industry, except for obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities or by any state, territory or
any possession of the United States or any of their authorities, agencies,
instrumentalities or political subdivisions, or with respect to repurchase
agreements collateralized by any of such obligations (for purposes of this
restriction, supranational issuers will be considered to comprise an
industry as will each foreign government that issues securities purchased
by a Fund), provided, however, that each Fund may invest all or
substantially all of its assets in another registered investment company
having substantially the same investment objective(s) and policies and
substantially the same investment restrictions as those with respect to
such Fund.
For purposes of investment limitations (1a) and (3a) above, both the borrower
under a Loan and the Lender selling a Participation will be considered an
'issuer.' See 'Additional Investment Activities and Risk Factors -- Loan
Participations and Assignments.'
For the purposes of the investment restrictions applicable to the National
Intermediate Municipal Fund, the identification of the issuer of a municipal
obligation depends on the terms and conditions of the obligation. If the assets
and revenues of an agency, authority, instrumentality, or other political
subdivision are separate from those of the government creating the subdivision
and the obligation is backed only by the assets and revenues of the subdivision,
such subdivision would be regarded as the sole issuer. Similarly, in the case of
a private activity bond, if the bond is backed only by the assets and revenues
of the non-governmental user, such non-governmental user would be regarded as
the sole issuer. If in either case the creating government or another entity
guarantees an obligation, the guarantee may be considered a separate security
and treated as an issue of such government or entity in accordance with
applicable regulations.
In addition to the fundamental restrictions numbers (1) through (5) above, the
Asia Growth Fund may not:
(1b) borrow money, except for temporary or emergency purposes and then not
in excess of 5% of the value of the total assets of the applicable Fund at
the time the borrowing is made, except that for the purpose of this
restriction, short-term credits necessary for settlement of securities
transactions are not considered borrowings (the Fund will not purchase
additional securities at any time its borrowing exceed 5% of total assets);
or
(2b) invest more than 25% of the total assets of each Fund in the
securities of issuers having their principal activities in any particular
industry, except for obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities or by any state, territory or
any possession of the United States or any of their authorities, agencies,
instrumentalities or political subdivisions, or with respect to repurchase
agreements collateralized by any of such obligations (for purposes of this
restriction, supranational issuers will be considered to comprise an
industry as will each foreign government that issues securities purchased
by a Fund).
INVESTMENT RESTRICTIONS
CAPITAL FUND. The Capital Fund may not:
(1) hold more than 25% of the value of its total assets in the securities
of any single company or in the securities of companies in any one
industry. As to 50% of the value of its total assets, the Fund's investment
in any one security other than United States Government obligations will
not exceed 5% of the value of its total assets and as to this 50%, the Fund
will not invest in more than 10% of the outstanding voting securities of
any one issuer;
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(2) borrow money or pledge or mortgage its assets, except as described
under 'Additional Information on the Fund's Investment Policies' and except
that for purposes of this restriction, collateral arrangements with respect
to the writing of options on stocks and stock indices, the purchase and
sale of futures contracts and options on futures contracts, and forward
currency contracts are not deemed a pledge of assets or a borrowing of
money;
(3) underwrite securities, except in instances where the Fund has acquired
portfolio securities which it may not be free to sell publicly without
registration under the 1933 Act ('restricted securities'); in such
registrations the Fund may technically be deemed an 'underwriter' for
purposes of the 1933 Act. No more than 10% of the value of Fund's total
assets may be invested in illiquid securities;
(4) make loans other than through (a) the lending of its portfolio
securities in accordance with the procedures described under 'Additional
Investment Activities and Risk Factors -- Loans of Portfolio Securities' in
this Statement of Additional Information, or (b) entering into repurchase
agreements in an amount up to an aggregate of 25% of its total assets, but
this restriction shall not prevent the Fund from buying a portion of an
issue of bonds, debentures or other obligations which are liquid, or from
investing up to an aggregate of 10% (including investments in other types
of illiquid securities) of the value of its total assets in portions of
issues of bonds, debentures or other obligations of a type privately placed
with financial institutions and which are illiquid;
(5) invest more than 10% of the value of the Fund's total assets in
securities of unseasoned issuers, including their predecessors, which have
been in operation for less than three years, and equity securities which
are not readily marketable;
(6) invest in companies for the purpose of exercising control or
management. (The Fund may on occasion be considered part of a control group
of a portfolio company by reason of the size or manner of its investment,
in which event the securities of such portfolio company held by the Fund
may not be publicly saleable unless registered under the Securities Act of
1933 or pursuant to an available exemption thereunder.);
(7) purchase securities on margin (except for such short-term credits as
are necessary for the clearance of transactions and except that the Fund
may make deposits in connection with transactions in options on securities)
or make short sales of securities (except for sales 'against the box',
i.e., when a security identical to one owned by the Fund, or which the Fund
has the right to acquire without payment of additional consideration, is
borrowed and sold short);
(8) purchase or sell real estate, interests in real estate, interests in
real estate investment trusts, or commodities or commodity contracts;
however, the Fund (a) may purchase interests in real estate investment
trusts or companies which invest in or own real estate if the securities of
such trusts or companies are registered under the Securities Act of 1933
and are readily marketable and (b) may enter into futures contracts,
including futures contracts on interest rates, stock indices and
currencies, and options thereon, and may engage in forward currency
contracts and buy, sell and write options on currencies;
(9) purchase more than 3% of the stock of another investment company, or
purchase stock of other investment companies equal to more than 5% of the
Fund's net assets in the case of any one other investment company and 10%
of such net assets in the case of all other investment companies in the
aggregate. Any such purchase will be made only in the open market where no
profit to a sponsor or dealer results from the purchase, except for the
customary broker's commission. This restriction shall not apply to
investment company securities received or acquired by the Fund pursuant to
a merger or plan of reorganization. (The return on such investments will be
reduced by the operating expenses, including investment advisory and
administrative fees of such investment funds and will be further reduced by
the Fund's expenses, including management fees; that is, there will be a
layering of certain fees and expenses.);
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(10) purchase or hold securities of an issuer if one or more persons
affiliated with the Fund or with SBAM owns beneficially more than 1/2 of 1%
of the securities of that issuer and such persons owning more than 1/2 of
1% of such securities together own beneficially more than 5% of the
securities of such issuer;
(11) buy portfolio securities from, or sell portfolio securities to, any of
the Fund's officers, directors or employees of its investment manager or
distributor, or any of their officers or directors, as principals;
(12) purchase or sell warrants; however, the Fund may invest in debt or
other securities which have warrants attached (not to exceed 10% of the
value of the Fund's total assets). Covered options with respect to no more
than 10% in value of the Fund's total assets will be outstanding at any one
time; or
(13) invest in interest in oil, gas or other mineral exploration or
development programs.
(14) Issue senior securities except as may be permitted by the 1940 Act.
INVESTMENT RESTRICTIONS
CASH MANAGEMENT FUND. The Cash Management Fund may not:
(1) purchase the securities of any one issuer, other than the U.S.
government, its agencies or instrumentalities, if immediately after such
purchase, more than 5% of the value of the Fund's total assets would be
invested in such issuer; provided, however, that such 5% limitation shall
not apply to repurchase agreements collateralized by obligations of the
U.S. government, its agencies or instrumentalities; and provided, further,
that the Fund may invest more than 5% (but no more than 25%) of the value
of the Fund's total assets in the securities of a single issuer for a
period of up to three business days;
(2) borrow money except as a temporary measure from banks for extraordinary
or emergency purposes, and in no event in excess of 15% of the value of its
total assets, except that for the purpose of this restriction, short-term
credits necessary for settlement of securities transactions are not
considered borrowings (the Fund will not purchase any securities at any
time while such borrowings exceed 5% of the value of its total assets);
(3) invest more than 10% of the value of its net assets in securities which
are illiquid, including repurchase agreements having notice periods of more
than seven days, fixed time deposits subject to withdrawal penalties and
having notice periods of more than seven days, receivables-backed
obligations and variable amount master demand notes that are not readily
saleable in the secondary market and with respect to which principal and
interest may not be received within seven days, and securities that would
be illiquid by virtue of legal or contractual restrictions on resale;
(4) invest less than 25% of the current value of its total assets in bank
obligations (including bank obligations subject to repurchase agreements),
provided that if at some future date adverse conditions prevail in the
banking industry or in the market for bank obligations, the Fund, for
defensive purposes, may invest temporarily less than 25% of its assets in
bank obligations;
(5) pledge, hypothecate, mortgage or otherwise encumber its assets in
excess of 20% of the value of its total assets, and then only to secure
borrowings permitted by (2) above;
(6) purchase any securities which would cause more than 25% of the value of
its total assets at the time of such purchase to be invested in securities
of one or more issuers conducting their principal business activities in
the same industry, provided that there is no limitation with respect to
investment in obligations issued or guaranteed by the U.S. government, its
agencies or instrumentalities, with respect to bank obligations or with
respect to repurchase agreements collateralized by any of such obligations
(the fundamental policy of the Fund to invest at least 25% of its assets in
bank obligations is described in the Prospectus);
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(7) own more than 10% of the outstanding voting stock or other securities,
or both, of any one issuer (other than securities of the U.S. government or
any agency or instrumentality thereof);
(8) purchase shares of other investment companies (except as part of a
merger, consolidation or reorganization or purchase of assets approved by
the Fund's shareholders), provided that the Fund may purchase shares of any
registered open-end investment company that determines its net asset value
per share based on the amortized cost-or penny-rounding method, if
immediately after any such purchase the Fund does not (a) own more than 3%
of the outstanding voting stock of any one investment company, (b) invest
more than 5% of the value of its total assets in any one investment
company, or (c) invest more than 10% of the value of its total assets in
the aggregate in securities of investment companies;
(9) purchase securities on margin (except for delayed delivery or
when-issued transactions or such short-term credits as are necessary for
the clearance of transactions);
(10) sell securities short;
(11) purchase or sell commodities or commodity contracts, including futures
contracts;
(12) invest for the purposes of exercising control over management of any
company;
(13) make loans, except that the Fund may (a) purchase and hold debt
instruments (including bonds, debentures or other obligations and
certificates of deposit, banker's acceptances and fixed time deposits) in
accordance with its investment objectives and policies; and (b) enter into
repurchase agreements with respect to portfolio securities;
(14) underwrite the securities of other issuers, except to the extent that
the purchase of investments directly from the issuer thereof and later
disposition of such securities in accordance with the Fund's investment
program may be deemed to be an underwriting;
(15) purchase real estate or real estate limited partnership interests
(other than money market securities secured by real estate or interests
therein or securities issued by companies that invest in real estate or
interests therein);
(16) invest directly in interests in oil, gas or other mineral exploration
development programs or mineral leases; or
(17) purchase warrants.
(18) Issue senior securities except as may be permitted by the 1940 Act.
With respect to the Cash Management Fund, for the purpose of applying the above
percentage restrictions and the percentage investment limitations set forth
above to receivables-backed obligations, the special purpose entity issuing the
receivables-backed obligations and/or one or more of the issuers of the
underlying receivables will be considered an issuer in accordance with
applicable regulations.
INVESTMENT RESTRICTIONS
INVESTORS FUND. The Investors Fund may not:
(1) purchase any securities of another issuer (other than the United States
of America) if upon said purchase more than 5% of its net assets would
consist of securities of such issuer, or purchase more than 10% of any
class of securities of such issuer;
(2) borrow money, except (i) in order to meet redemption requests or (ii)
as a temporary measure for extraordinary or emergency purposes and, in the
case of both (i) and (ii), only from banks and only in an aggregate amount
not to exceed 5% of its total assets taken at cost or value, whichever is
less, or mortgage or pledge any of its assets and except that for purposes
of this restriction, collateral arrangements with respect to the writing of
options on stocks and stock indices, the purchase and sale of futures
contracts and options on futures contracts, and forward currency contracts
are not deemed a pledge of assets or a borrowing of money;
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(3) lend its funds or other assets to any other person other than through
the purchase of liquid debt securities pursuant to the Fund's investment
policies, except that (a) the Fund may lend its portfolio securities in an
amount up to 33 1/3% of its total assets, provided that the borrower may
not be affiliated, directly or indirectly, with the Fund and (b) the Fund
may enter into repurchase agreements in an amount up to an aggregate of 25%
of its total assets;
(4) invest in the securities of issuers which have been in operation for
less than three years if such purchase at the time thereof would cause more
than 5% of the net assets of the Fund to be so invested;
(5) purchase any securities on margin (except that the Fund may make
deposits in connection with transactions in options on securities), make
any so-called 'short' sales of securities or participate in any joint or
joint and several trading accounts;
(6) act as underwriter of securities of other issuers;
(7) purchase the securities of another investment company or investment
trust except in the open market where no profit to a sponsor or dealer,
other than the customary broker's commission, results from such purchase
(but the aggregate of such investments shall not be in excess of 10% of the
net assets of the Fund), or except when such purchase is part of a plan of
merger or consolidation;
(8) buy securities from, or sell securities to, any of its officers,
directors, employees, investment manager or distributor, as principals;
(9) purchase or retain any securities of an issuer if one or more persons
affiliated with the Fund owns beneficially more than 1/2 of 1% of the
outstanding securities of such issuer and such affiliated persons so owning
1/2 of 1% together own beneficially more than 5% of such securities;
(10) purchase real estate (not including investments in securities issued
by real estate investment trusts) or commodities or commodity contracts,
provided that the Fund may enter into futures contracts, including futures
contracts on interest rates, stock indices and currencies, and options
thereon, and may engage in forward currency transactions and buy, sell and
write options on currencies;
(11) Issue senior securities except as may be permitted by the 1940 Act.
(12) invest in warrants (other than warrants acquired by the Investors Fund
as part of a unit or attached to securities at the time of purchase) if, as
a result, the investments (valued at the lower of cost or market) would
exceed 5% of the value of the Investors Fund's net assets or if, as a
result, more than 2% of the Investors Fund's net assets would be invested
in warrants that are not listed on AMEX or NYSE;
(13) invest in oil, gas and other mineral leases, provided, however, that
this shall not prohibit the Investors Fund from purchasing publicly traded
securities of companies engaging in whole or in part in such activities; or
(14) purchase or sell real property (including limited partnership
interests) except to the extent described in investment restriction number
6 above.
Investment restrictions (1) through (11) described above are fundamental
policies of the Investors Fund. Restrictions (12) through (14) are
non-fundamental policies of the Investors Fund.
INVESTMENT RESTRICTIONS
NEW YORK MUNICIPAL MONEY MARKET FUND. The New York Municipal Money Market Fund
may not:
(1) invest more than 10% of the value of its net assets in securities which
are illiquid, including repurchase agreements having notice periods of more
than seven days, fixed time deposits subject to withdrawal penalties and
having notice periods of more than seven days and securities that would be
illiquid by virtue of legal or contractual restrictions on resale;
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(2) purchase any securities which would cause more than 25% of the value of
its total assets to be invested in securities of one or more issuers
conducting their principal business activities in the same industry,
provided that there is no limitation with respect to investment in (a)
obligations issued or guaranteed by the United States Government, its
agencies or instrumentalities or by any state or territory, any possessions
of the United States, or any of their authorities, agencies,
instrumentalities or political subdivisions, (b) bank obligations, or (c)
repurchase agreements with respect to any such obligations;
(3) borrow money except as a temporary measure from banks for extraordinary
or emergency purposes, and in no event in excess of 15% of the value of its
total assets, except that for the purpose of this restriction, short-term
credits necessary for settlement of securities transactions are not
considered borrowings (the Fund will not purchase any securities at any
time while such borrowings exceed 5% of the value of its total assets);
(4) pledge, hypothecate, mortgage or otherwise encumber its assets in
excess of 20% of the value of its total assets, and then only to secure
borrowings permitted by (3) above;
(5) invest more than 5% of the current value of its total assets in the
securities of any one issuer, other than obligations issued or guaranteed
by the United States Government, its agencies or instrumentalities;
however, up to 50% of the value of the total assets of the Fund may be
invested without regard to this limitation so long as no more than 25% of
its total assets are invested in the securities of any one issuer;
(6) own more than 10% of the outstanding voting stock or other securities,
or both, of any one issuer (other than securities of the United States
government or any agency or instrumentality thereof);
(7) purchase shares of other investment companies (except as part of a
merger, consolidation or reorganization or purchase of assets approved by
the Fund's shareholders), provided that the Fund may purchase shares of any
registered open-end investment company that determines its net asset value
per share based on the amortized cost or penny-rounding method, if
immediately after any such purchase the Fund does not (a) own more than 3%
of the outstanding voting stock of any one investment company, (b) invest
more than 5% of the value of its total assets in any one investment
company, or (c) invest more than 10% of the value of its total assets in
the aggregate in securities of investment companies;
(8) purchase securities on margin (except for delayed delivery or
when-issued transactions or such short-term credits as are necessary for
the clearance of transactions);
(9) sell securities short;
(10) purchase or sell commodities or commodity contracts, including futures
contracts:
(11) invest for the purpose of exercising control over management of any
company;
(12) make loans, except that the Fund may (a) purchase and hold debt
instruments (including bonds, debentures or other obligations and
certificates of deposit, banker's acceptances and fixed time deposits) in
accordance with its investment objectives and policies; and (b) enter into
repurchase agreements with respect to portfolio securities;
(13) underwrite the securities of other issuers, except to the extent that
the purchase of investments directly from the issuer thereof and later
disposition of such securities in accordance with the Fund's investment
program may be deemed to be an underwriting;
(14) purchase real estate or real estate limited partnership interests
(other than money market securities secured by real estate or interests
therein or securities issued by companies that invest in real estate or
interests therein);
(15) invest directly in interests in oil, gas or other mineral exploration
development programs or mineral leases; or
(16) purchase warrants.
(17) Issue senior securities except as may be permitted by the 1940 Act.
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For purposes of the investment limitations applicable to the New York Municipal
Money Market Fund, the identification of the issuer of a municipal obligation
depends on the terms and conditions of the obligation. If the assets and
revenues of any agency, authority, instrumentality or other political
subdivision are separate from those of the government creating the subdivision
and the obligation is backed only by the assets and revenues of the subdivision,
such subdivision would be regarded as the sole issuer. Similarly, in the case of
a private activity bond, if the bond is backed only by the assets and revenues
of the non-governmental user, such non-governmental user would be regarded as
the sole issuer. If in either case the creating government or another entity
guarantees an obligation, the guarantee may be considered a separate security
and may be treated as an issue of such government or entity in accordance with
applicable regulations.
* * * * *
Each Fund may, in the future, seek to achieve its investment objective(s) by
investing all of its assets in a no-load, open-end management investment company
for which SBAM serves as investment manager and which has substantially the same
investment objective(s) and policies and substantially the same investment
restrictions as those applicable to such Fund. In such event, the Fund's
applicable investment advisory agreement would be terminated since the
investment management would be performed by or on behalf of such other
registered investment company.
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MANAGEMENT
The business and affairs of each Fund are managed under the direction of the
Board of Directors. The Board of Directors approves all significant agreements
between the Funds and the persons or companies that furnish services to the
Fund, including agreements with its distributor, investment manager,
administrator, custodian and transfer agent. The Funds' day-to-day operations
are delegated to the investment manager and administrator.
DIRECTORS AND OFFICERS
The directors and executive officers of each Company for the past five years are
listed below. The address of each, unless otherwise indicated, is Seven World
Trade Center, New York, New York 10048. Certain of the directors and officers
are also directors and officers of one or more other investment companies for
which SBAM, the Fund's investment manager, acts as investment adviser.
'Interested directors' of the Fund (as defined in the 1940 Act) are indicated by
an asterisk.
SERIES FUNDS
<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE POSITION(S) HELD PRINCIPAL OCCUPATION(S) PAST 5 YEARS
- ------------------------------------ ------------------- ----------------------------------------------------
<S> <C> <C>
Charles F. Barber .................. Director and Consultant. Formerly, Chairman of the Board of
66 Glenwood Drive Chairman of Audit ASARCO Incorporated.
Greenwich, CT 06830 Committee
Age: 82
Carol L. Colman .................... Director and Audit President of Colman Consulting Co., Inc.
Colman Consulting Co., Inc. Committee Member
278 Hawley Road
North Salem, NY 10560
Age: 53
Daniel P. Cronin ................... Director and Audit Vice President and General Counsel of Pfizer
Pfizer, Inc. Committee Member International Inc. Senior Assisting General Counsel
235 East 42nd Street of Pfizer, Inc.
New York, NY 10017
Age: 53
Heath B. McLendon* ................. Director, Chairman Managing Director, Salomon Smith Barney, Inc.;
Age: 64 and President President and Director, SSBC Fund Management Inc.
and Travelers Investment Adviser, Inc.; Chairman of
Smith Barney Strategy Advisers Inc.
Giampaolo G. Guarnieri ............. Executive Vice Member of Board of Directors and Head of SBAM AP
Salomon Brothers Asset President from January 1997 to present. Director of SBAM AP
Management Asia Pacific since July 1996. Vice President and Senior Portfolio
Limited Manager of SBAM AP from April 1995 to June 1996.
Three Exchange Square, From April 1995 to January 1996, Vice President and
Hong Kong Senior Vice President of Salomon Brothers Hong Kong
Age: 34 Limited. From January 1992 to March 1995, Senior
Portfolio Investment Manager of Credit Agricole
Asset Management (South East Asia) Limited.
Peter J. Wilby ..................... Executive Vice Managing Director of SBAM and Salomon Smith Barney
Age: 40 President since January 1996. Prior to January 1996, Director
of SBAM and Salomon Smith Barney.
</TABLE>
61
<PAGE>
<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE POSITION(S) HELD PRINCIPAL OCCUPATION(S) PAST 5 YEARS
- ------------------------------------ ------------------- ----------------------------------------------------
<S> <C> <C>
Beth A. Semmel ..................... Executive Vice Managing Director of SBAM and Salomon Smith Barney
Age: 38 President since January 1999. Director of SBAM and Salomon
Smith Barney since January 1996. From May 1993 to
December 1995, Vice President of SBAM and Salomon
Smith Barney.
Maureen O'Callaghan ................ Executive Vice Director, SBAM and Salomon Smith Barney since
Age: 34 President January 1998. Vice President of SBAM and Salomon
Smith Barney from October 1988 to December 1997.
James E. Craige .................... Executive Vice Managing Director of SBAM and Salomon Smith Barney
Age: 30 President since January 1999. Director, SBAM and Salomon Smith
Barney since January 1998. Vice President, SBAM and
Salomon Smith Barney from 1992 to December 1997.
Thomas K. Flanagan ................. Executive Vice Managing Director of SBAM and Salomon Smith Barney
Age: 45 President since January 1999. Director, SBAM and Salomon Smith
Barney since 1991.
Pamela P. Milunovich ............... Executive Vice Director of SBAM and Salomon Smith Barney since
Age: 35 President January 1997. Vice President of SBAM and Salomon
Smith Barney from June 1992 to December 1996.
Nancy Noyes ........................ Vice President Director of SBAM and Salomon Smith Barney since
Age: 40 January 1996. From August 1992 to January 1996, Vice
President of SBAM and Salomon Smith Barney.
Robert E. Amodeo ................... Executive Vice Director of SBAM and Salomon Smith Barney since
Age: 34 President January 1999. Vice President of SBAM and Salomon
Smith Barney from January 1996. Prior to that served
as an assistant portfolio manager.
Charles K. Bardes .................. Executive Vice Vice President since January 1997 of SBAM and
Age: 39 President Salomon Smith Barney. From June 1988 to January 1997
served as portfolio manager at SBAM.
Thomas Croak ....................... Executive Vice Vice President of SBAM and Salomon Smith Barney
Age: 38 President since January 1995. Prior to 1995 was Vice President
of Salomon Smith Barney.
George Williamson .................. Executive Vice Director of SBAM and Salomon Smith Barney since
Age: 66 President January 1999. Prior to January 1996, Vice President
of SBAM and Salomon Smith Barney.
Lewis E. Daidone ................... Executive Vice Managing Director of Salomon Smith Barney since
Age: 40 President and 1990.
Treasurer
</TABLE>
62
<PAGE>
<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE POSITION(S) HELD PRINCIPAL OCCUPATION(S) PAST 5 YEARS
- ------------------------------------ ------------------- ----------------------------------------------------
<S> <C> <C>
Christina T. Sydor ................. Secretary Managing Director of Salomon Smith Barney; General
Age: 46 Counsel and Secretary of SSBC Fund Management Inc.
and Travelers Investment Adviser, Inc.
</TABLE>
INVESTORS FUND AND CAPITAL FUND
<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE POSITION(S) HELD PRINCIPAL OCCUPATION(S) PAST 5 YEARS
- ------------------------------------ ------------------- ----------------------------------------------------
<S> <C> <C>
Charles F. Barber .................. Director and Consultant. Formerly, Chairman of the Board of
66 Glenwood Drive Chairman of Audit ASARCO Incorporated.
Greenwich, CT 06830 Committee
Age: 82
Andrew L. Breech ................... Director and President of Dealer Operating Control Service, Inc.
2120 Wilshire Boulevard Chairman, Proxy
Suite 400 Committee
Santa Monica, CA 90403
Age: 46
Carol L. Colman .................... Director and Audit President of Colman Consulting Co., Inc.
Colman Consulting Co., Inc. Committee Member
278 Hawley Road
North Salem, NY 10560
Age: 53
William R. Dill .................... Director and Member President, Boston Architectural Center; formerly,
25 Birch Lane of Nominating President, Anna Maria College; Consultant.
Cumberland Foreside, ME 04110 Committee
Age: 68
Clifford M. Kirtland, Jr. .......... Director and Member Member of Advisory Committee, Noro- Moseley
9 North Parkway Square of the Proxy Partners. Formerly, Director of Oxford Industries,
4200 Northside Pkwy, N.W. Committee Shaw Industries, Inc. and Graphic Industries, Inc.
Atlanta, GA 30327 Formerly, Chairman and President of Cox
Age: 75 Communications Inc.
Robert W. Lawless .................. Director and Member President and Chief Executive Officer, University of
2877 East 35th Street of Proxy Committee Tulsa. Formerly, President and Chief Executive
Tulsa, OK 74105 Officer of Texas Tech University and Texas Tech
Age: 62 University Health Sciences Center.
Heath B. McLendon* ................. Director and Managing Director, Salomon Smith Barney, Inc.;
Age: 64 President President and Director, SSBC Fund Management and
Travelers Investment Adviser, Inc.; Chairman of
Smith Barney Strategy Advisers Inc.
Louis P. Mattis .................... Director and Member Consultant. Formerly, Chairman and President of
P.O. Box #6535 of Nominating Sterling Winthrop Inc., a pharmaceutical company.
SnowMass Village, CO 81615 Committee
Age: 57
</TABLE>
63
<PAGE>
<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE POSITION(S) HELD PRINCIPAL OCCUPATION(S) PAST 5 YEARS
- ------------------------------------ ------------------- ----------------------------------------------------
<S> <C> <C>
Thomas F. Schlafly ................. Director, Audit Of counsel to Blackwell, Sanders, Peper, Martin (law
8 Portland Place Committee Member firm) and President of The Saint Louis Brewery, Inc.
St. Louis, MO 63108 and Nominating
Age: 50 Committee Member
Ross S. Margolies .................. Executive Vice Managing Director of SBAM and Salomon Smith Barney
Age: 40 President (Capital since January 1998. Director of SBAM and Salomon
Fund only) Smith Barney since June 1992.
</TABLE>
COMPENSATION TABLE
The following table provides information concerning the compensation paid during
the fiscal year ended December 31, 1998 to each director of the Companies. The
Companies do not provide any pension or retirement benefits to directors. In
addition, no remuneration was paid during the fiscal year ended December 31,
1998 by the Companies to officers of any Company, including to Mr. McLendon, who
is affiliated with SBAM. Accordingly, Mr. McLendon is an 'interested person,' as
defined in the 1940 Act.
SERIES FUNDS
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION TOTAL COMPENSATION
FROM THE FROM OTHER FUNDS
NAME FUNDS ADVISED BY SBAM(A) TOTAL COMPENSATION(A)
- --------------------------------------------------- ------------ ------------------ ---------------------
<S> <C> <C> <C>
Charles F. Barber.................................. $ 11,450 $135,015(15) $ 146,465(16)
Carol L. Colman.................................... 11,450 63,017(5) 74,467(6)
Daniel P. Cronin................................... 10,950 49,565(6) 60,515(7)
</TABLE>
- ------------
(A) The numbers in parenthesis indicate the applicable number of investment
company directorships held by that director.
* Includes compensation from investment companies advised by affiliates of
SBAM.
INVESTORS FUND
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION TOTAL COMPENSATION
FROM THE FROM OTHER FUNDS
NAME FUNDS ADVISED BY SBAM(A) TOTAL COMPENSATION(A)
- --------------------------------------------------- ------------ ------------------ ---------------------
<S> <C> <C> <C>
Charles F. Barber.................................. $ 12,750 $133,715(15) $ 146,465(16)
Andrew L. Breech................................... 15,000 34,000(2) 49,000(3)
Carol L. Colman.................................... 14,250 60,217(5) 74,467(6)
William R. Dill.................................... 13,500 31,750(2) 45,250(3)
Clifford M. Kirtland, Jr........................... 12,000 29,500(2) 41,500(3)
Robert W. Lawless.................................. 12,750 31,750(2) 44,500(3)
Louis P. Mattis.................................... 12,750 31,000(2) 43,750(3)
Thomas F. Schlafly................................. 13,500 32,500(2) 46,000(3)
</TABLE>
- ------------
(A) The numbers in parenthesis indicate the applicable number of investment
company directorships held by that director.
* Includes compensation from investment companies advised by affiliates of
SBAM.
64
<PAGE>
CAPITAL FUND
<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION
COMPENSATION PAID TO DIRECTORS
FROM THE FROM OTHER FUNDS
NAME FUNDS ADVISED BY SBAM(A) TOTAL COMPENSATION(A)
- --------------------------------------------------- ------------ ------------------ ---------------------
<S> <C> <C> <C>
Charles F. Barber.................................. $ 11,500 $134,965(15) $ 146,465(16)
Andrew L. Breech................................... 13,750 35,250(2) 49,000(3)
Carol L. Colman.................................... 13,000 61,467(5) 74,467(6)
William R. Dill.................................... 12,250 33,000(2) 45,250(3)
Clifford M. Kirtland, Jr........................... 10,750 30,750(2) 41,500(3)
Robert W. Lawless.................................. 11,500 33,000(2) 44,500(3)
Louis P. Mattis.................................... 11,500 32,250(2) 43,750(3)
Thomas F. Schlafly................................. 12,250 33,750(2) 46,000(3)
</TABLE>
- ------------
(A) The number in parenthesis indicates the applicable number of investment
company directorships held by that director.
* Includes compensation from investment companies advised by affiliates of
SBAM.
The members of each Company's Board of Directors who are not 'interested
persons,' as defined in the 1940 Act, receive a fee for each meeting of the
Board of Directors and committee meetings attended and are reimbursed for all
out-of-pocket expenses relating to attendance at such meetings. The Directors
who are 'interested persons,' as defined in the 1940 Act, do not receive
compensation from their respective Funds but are reimbursed for all
out-of-pocket expenses relating to attendance at such meetings.
As of February 12, 1999 the officers and Directors of the Funds owned 4% of the
outstanding Class O shares of the Total Return Fund and owned 1.93% of the
outstanding Class A shares of the Small Cap Growth Fund.
As of February 12, 1999 directors and officers of the Investors Fund and the
Capital Fund, individually and as a group, beneficially owned less than 1% of
the outstanding shares of their respective Funds.
PRINCIPAL HOLDERS OF SECURITIES
The following lists shareholders of record who held 5% or more of the
outstanding securities of the Funds as of April 1, 1999. Shareholders who own
greater than 25% of the outstanding shares of a class of shares are deemed to be
'control persons,' as defined in the 1940 Act of such class.
<TABLE>
<CAPTION>
PERCENTAGE
FUND CLASS SHAREHOLDER HELD
- --------------------------------------- ----- ---------------------------------------------------- ----------
<S> <C> <C> <C>
Asia Growth Fund....................... O Thomas Brock 48.79%
Cricklewood Lane
Harrison, NY 10528
Salomon Smith Barney 32.14
333 West 34th St., 3rd Fl.
New York, NY 10001
Salomon Smith Barney 5.59
333 West 34th St., 3rd Fl.
New York, NY 10001
2 Wendel & Co A/C 439857 10.46
c/o Bank of New York
Mutual Fund Reorg. Dept.
P.O. Box 1066
Wall Street Station
New York, NY 10268
</TABLE>
65
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
FUND CLASS SHAREHOLDER HELD
- --------------------------------------- ----- ---------------------------------------------------- ----------
<S> <C> <C> <C>
MLPF&S For the Sole Benefit of Its Customers 10.36
Attn: Fund Administration
4800 Deer Lake Drive East, 3rd Fl.
Jacksonville, FL 32246
Capital Fund........................... O State Street Bank & Trust TTEE 50.65
FBO Travelers Group 401K Savings
388 Greenwich St., 35th Fl.
New York, NY 10013
B MLPF&S For the Sole Benefit of Its Customers 6.42
Attn: Fund Administration
400 Deer Lake Drive East, 3rd Fl.
Jacksonville, Fl. 32246
2 MLPF&S For the Sole Benefit of Its Customers 7.31
Attn: Fund Administration
4800 Deer Lake Drive East, 3rd Fl.
Jacksonville, Fl 32246
Cash Management Fund................... O Turtles Co. 47.15
Sweep Account
P.O. Box 9427
Boston, MA 02209
Salomon Brothers Hong Kong Ltd. 9.09
Pension/Savings Plan
Three Exchange Square
21st Fl.
Hong Kong
Gay Ebers - Franckowiak 6.74
73 Fitch Way
Princeton, NJ 08540
A Northstar Advantage Funds 70.40
FBO Class A Shareholders
300 1st Stamford Place
Stamford, CT 06902
Salomon Smith Barney Inc 20.30
333 West 34th St., 3rd Floor
New York, NY 10001
B Northstar Advantage Funds 54.60
FBO Class B Shareholders
300 1st Stamford Place
Stamford, CT 06902
2 Northstar Advantage Funds 73.82
FBO Class B Shareholders
300 1st Stamford Place
Stamford, CT 06902
High Yield Bond Fund................... O State Street Bank & Trust TTEE 90.03
FBO Travelers Group 401K Savings
388 Greenwich St., 35th Floor
New York, NY 10013
B MLPF&S For the Sole Benefit of Its Customers 8.74
Attn: Fund Administration
4800 Deer Lake Drive East, 3rd Fl.
Jackson, FL 32246
</TABLE>
66
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
FUND CLASS SHAREHOLDER HELD
- --------------------------------------- ----- ---------------------------------------------------- ----------
<S> <C> <C> <C>
2 MLPF&S For the Sole Benefit of Its Customers 13.97
Attn: Fund Administration
4800 Deer Lake Drive East, 3rd Fl.
Jacksonville, FL 32246
Investors Fund......................... A Investors Fiduciary Trust Co. Cust. 24.581
FBO Centurion Trust Co.
801 Pennsylvania Street
4th Floor NW
Kansas City, MO 64105
B MLPF&S For the Sole Benefit of Its Customers 6.16
Attn: Fund Administration
4800 Deer Lake Drive East, 3rd Fl.
Jacksonville, FL 32246
2 MLPF&S For the Sole Benefit of Its Customers 5.19
Attn: Fund Administration
4800 Deer Lake Drive East, 3rd Fl.
Jacksonville, FL 32246
National Intermediate Municipal Fund... O Salomon Brothers Holding Co Inc 69.85
Attn: Robert Szigeti, 38th Floor
7 World Trade Center
New York, NY 10048
Bertram M. Elgot 23.78
146 West 10th Street, Apt. 1-C
New York, NY 10014
A Citicorp Leasing Inc 49.70
FBO Chesterfield Management Inc
3300 West Foxridge Lane
Muncie, IN 47804
B MLPF&S For the Sole Benefit of Its Customers 28.10
Attn: Fund Administration
4800 Deer Lake Drive East, 3rd Fl.
Jacksonville, FL 32246
Katherine Savidge 8.30
4619 Groveland
Royal Oak, MI 48073
BHC Securities 5.19
Attn: Mutual Funds Dept.
One Commerce Square
2005 Market Street, Suite 1200
Philadelphia, PA 19103
2 Everen Securities, Inc.
Edwin R. Mickle
111 East Kilbourn Avenue
Milwaukee, WI 53202
Everen Securities, Inc. 9.95
Sidney Lanier Family
111 East Kilbourn Avenue
Milwaukee, WI 53202
New York Municipal Money Market Fund... O Les Lieberman 18.04
1 West 81st Street, Apt. 16D
New York, NY 10024
</TABLE>
67
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
FUND CLASS SHAREHOLDER HELD
- --------------------------------------- ----- ---------------------------------------------------- ----------
<S> <C> <C> <C>
Sandra Atlas Bass 5.84
185 Great Neck Road
Great Neck, NY 11021
Stephen Robert 5.18
c/o Oppenheimer & Co. Inc.
Oppenheimer Tower
World Financial Center
New York, NY 10281
Morton Bass 5.13
185 Great Neck Road
Great Neck, NY 11021
A Donald Macleod 17.86
33 Breezewood Common
E. Amherst, NY 14051
Mark Finestone 17.73
P.O. Box 18034
Rochester, NY 14618
Robert J. King 11.01
c/o Misty Pine Road
Fairport, NY 14450
James S. Peterson 10.88
45 Sutton Pl. So., Apt 5B
New York, NY 10022
Marvin Finestone 7.69
194 Roby Lane
Rochester, NY 14618
Joseph Victor Lipschultz & 7.12
Madeline Lipschultz
32 Carling Drive
New Hyde Park, NY 11040
B Abe Fenster 77.21
275 Central Park West, 12A
New York, NY 10024
Salomon Brothers Holding Co Inc 11.01
Attn: Robert Szigeti, 38th Fl.
7 World Trade Center
New York, NY 10048
Philip R. Baltz 9.55
325 East 52nd Street
New York, NY 10022
2 Salomon Brothers Holding Co Inc 1.00
Attn: Robert Szigeti, 38th Fl.
7 World Trade Center
New York, NY 10048
Small Cap Growth Fund.................. O Salomon Brothers Holding Co Inc 76.82
Attn: Robert Szigeti, 38th Fl.
7 World Trade Center
New York, NY 10048
Hratch Minassian 15.13
321 4th Street
Palisades Park, NJ 07650
Salomon Smith Barney Inc 8.00
333 West 34th Street, 3rd Fl.
New York, NY 10001
</TABLE>
68
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
FUND CLASS SHAREHOLDER HELD
- --------------------------------------- ----- ---------------------------------------------------- ----------
<S> <C> <C> <C>
A Salomon Brothers Holding Co Inc 24.53
Attn: Robert Szigeti, 38th Fl.
7 World Trade Center
New York, NY 10048
Salomon Smith Barney Inc 17.59
333 West 34th Street, 3rd Fl.
New York, NY 10001
B Salomon Brothers Holding Co Inc 54.29
Attn: Robert Szigeti, 38th Fl.
7 World Trade Center
New York, NY 10048
Alberta Infantolino 6.65
916 Cole Drive
Brielle, NJ 08730-1602
2 Wexford Clearing Services Corp 5.39
FBO Ms. Sally D. Carrier
57 Walbridge Road
West Hartford, CT 06119-1344
Strategic Bond Fund.................... O BSDT Custodian for Walter G. Chandoha 62.76
HR 10 Ret. Plan
50 Springhill Road
Annandale, NJ 08801
Salomon Smith Barney Inc 13.88
333 West 34th Street, 3rd Fl.
New York, NY 10001
Maurice Michiels 8.22
8 Navigator
Salem, SC 29676
A Wexford Clearing Services Corp. 5.11
FBO Johnson & Wales University
Office of the Treasurer
Attn: Christopher T. Delsesto
111 Dorrance Street
Providence, RI 02903-2807
B MLPF&S For the Sole Benefit of Its Customers 12.882
Attn: Fund Administration
4800 Deer Lake Drive East, 3rd Fl.
Jacksonville, FL 32246
2 MLPF&S For the Sole Benefit of Its Customers 9.86
Attn: Fund Administration
4800 Deer Lake Drive East, 3rd Fl.
Jacksonville, FL 32246
Total Return Fund...................... O Henry Owen Inc. Employees Pension 37.53
c/o Bond Beebe
Attn: W. Caldwell
7315 Wisconsin Ave., Suite 200W
Bethesda, MD 20814
Peter S. Blumberg 9.86
Marilyn Rose Cane Co. Execs
Est. of Howard Blumberg
2133 Harbor Way
Weston, FL 33326
</TABLE>
69
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
FUND CLASS SHAREHOLDER HELD
- --------------------------------------- ----- ---------------------------------------------------- ----------
<S> <C> <C> <C>
BSDT IRA R/O Cust
FBO Dean Betzios
147-30 46th Avenue
Flushing, NY 11535
2 MLPF&S For the Sole Benefit of Its Customers 9.35
Attn: Fund Administration
4800 Deer Lake Drive East, 3rd Fl.
Jacksonville, FL 32246
U.S. Government Income Fund............ O Salomon Brothers Holding Co Inc 89.406
Attn: Robert Szigeti, 38th Fl.
7 World Trade Center
New York, NY 10048
A Salomon Smith Barney Inc 14.489
388 Greenwich Street
New York, NY 10013
Salomon Smith Barney Inc 10.40
388 West 34th Street, 3rd Fl.
New York, NY 10001
Salomon Smith Barney Inc 7.77
333 West 34th Street, 3rd Fl.
New York, NY 10001
BHC Securities, Inc. 6.88
Attn: Mutual Funds Dept.
One Commerce Square
2005 Market Street, Suite 1200
Philadelphia, PA 19103
B MLPF&S For the Sole Benefit of Its Customers 10.57
Attn: Fund Administration
4800 Deer Lake Drive East, 3rd Fl.
Jacksonville, FL 32246
2 MLPF&S For the Sole Benefit of Its Customers 9.99
Attn: Fund Administration
4800 Deer Lake Drive East, 3rd Fl.
Jacksonville, FL 32246
</TABLE>
70
<PAGE>
INVESTMENT MANAGER
Each Fund retains SBAM to act as its investment manager. SBAM serves as the
investment manager to numerous individuals and institutions and other investment
companies. SBAM is an indirect wholly owned subsidiary of Salomon Smith Barney
Holdings Inc, which in turn is a wholly owned subsidiary of Citigroup Inc
('Citigroup').
The management contract between SBAM and each respective Fund provides that SBAM
shall manage the operations of the Fund, subject to policies established by the
Board of Directors. Pursuant to the applicable management contract, SBAM manages
each Fund's investment portfolio, directs purchases and sales of portfolio
securities and reports thereon to the Fund's officers and directors regularly.
SBAM also provides the office space, facilities, equipment and personnel
necessary to perform the following services for each Fund: Commission
compliance, including record keeping, reporting requirements and registration
statements and proxies; supervision of Fund operations, including coordination
of functions of administrator, transfer agent, custodian, accountants, counsel
and other parties performing services or operational functions for each Fund:
certain administrative and clerical services, including certain accounting
services, facilitation of redemption requests, exchange privileges, and account
adjustments, development of new shareholder services and maintenance of certain
books and records; and certain services to each Fund's shareholders, including
assuring that investments and redemptions are completed efficiently, responding
to shareholder inquiries and maintaining a flow of information to shareholders.
In connection with SBAM's service as investment manager to the Strategic Bond
Fund, Salomon Brothers Asset Management Limited ('SBAM Limited'), whose business
address is Victoria Plaza, 111 Buckingham Palace Road, London SW1W OSB, England,
provides certain advisory services to SBAM relating to currency transactions and
investments in non-dollar-denominated debt securities for the benefit of the
Strategic Bond Fund pursuant to a subadvisory consulting agreement. At no
additional expense to the Strategic Bond Fund, SBAM pays SBAM Limited, as full
compensation for all services provided under the subadvisory consulting
agreement, a fee in an amount equal to the fee payable to SBAM under its
management contract with respect to the Strategic Bond Fund multiplied by the
current value of the net assets of the portion of the assets of the Strategic
Bond Fund as SBAM shall allocate and divided by the current value of the net
assets of the Strategic Bond Fund. SBAM Limited is an indirect, wholly-owned
subsidiary of Citigroup. SBAM Limited is a member of the Investment Management
Regulatory Organization Limited in the United Kingdom and is registered as an
investment adviser in the United States pursuant to the Advisers Act.
Pursuant to a sub-advisory agreement, SBAM has retained SBAM AP as sub-adviser
to the Asia Growth Fund (the 'Asia Subadvisory Agreement'). Subject to the
supervision of SBAM, SBAM AP will have responsibility for the day-to-day
management of the Fund's portfolio. SBAM AP is compensated at no additional cost
to the Asia Growth Fund. Like SBAM, SBAM AP is a wholly-owned subsidiary of
Citigroup. SBAM AP is a member of the Hong Kong Securities and Futures
Commission and is registered as an investment adviser in the United States
pursuant to the Advisers Act. Pursuant to a sub-administration agreement, SBAM
has retained SBAM Limited to provide certain administrative services to SBAM
relating to the Asia Growth Fund (the 'Subadministration Agreement').
Investment decisions for a particular Fund are made independently from those of
other funds or accounts managed by SBAM, SBAM AP or SBAM Limited. Such other
funds or accounts may also invest in the same securities as a Fund. If those
funds or accounts are prepared to invest in, or desire to dispose of, the same
security at the same time as a Fund, however, transactions in such securities
will be made, insofar as feasible, for the respective funds and accounts in a
manner deemed equitable to all. In some cases, this procedure may adversely
affect the size of the position obtained for or disposed of by a Fund or the
price paid or received by a Fund. In addition, because of different investment
objectives, a particular security may be purchased for one or more funds or
accounts when one or more funds or accounts are selling the same security.
As compensation for its services, SBAM receives, on behalf of each Fund other
than the Investors Fund, as described below, a monthly management fee, at annual
rate based upon the average daily
71
<PAGE>
net assets of the Fund as follows: .20% for the Cash Management Fund and the New
York Municipal Money Market Fund; .50% for the National Intermediate Municipal
Fund; .60% for the U.S. Government Income Fund; .75% for the High Yield Bond
Fund and the Strategic Bond Fund; .55% for the Total Return Fund, .80% for the
Small Cap Growth Fund, and .80% for the Asia Growth Fund. SBAM receives from the
Capital Fund a management fee payable monthly, at an annual rate of 1.00% of
average daily net assets up to $100 million, .75% on the next $100 million,
.625% on the next $200 million and .50% on average daily net assets in excess of
$400 million. For the last three fiscal years ended December 31, 1998, the SBAM
has received the following amounts as management fees and has reimbursed the
Funds for expenses in the following amounts:
<TABLE>
<CAPTION>
EXPENSES
GROSS FEES WAIVER REIMBURSED
<S> <C> <C> <C>
ASIA GROWTH FUND
May 6, 1996 (commencement of operations) to
December 31, 1996.................................................. $ 30,723 $ 30,723 $132,687
Year Ended December 31, 1997......................................... $ 102,243 $102,243 $226,260
Year Ended December 31, 1998......................................... $ 118,451 $118,451 $259,926
CAPITAL FUND
Year Ended December 31, 1996......................................... $1,143,084 $ 0 $ 0
Year Ended December 31, 1997......................................... $1,505,753 $ 0 $ 0
Year Ended December 31, 1998......................................... $1,802,144 $ 0 $ 0
CASH MANAGEMENT FUND
Year Ended December 31, 1996......................................... $ 36,898 $ 36,898 $ 13,646
Year Ended December 31, 1997......................................... $ 60,655 $ 44,023 $ 0
Year Ended December 31, 1998......................................... $ 83,335 $ 49,237 $ 0
HIGH YIELD BOND FUND
Year Ended December 31, 1996......................................... $ 565,248 $191,119 $ 0
Year Ended December 31, 1997......................................... $2,878,280 $371,931 $ 0
Year Ended December 31, 1998......................................... $4,580,614 $486,909 $ 0
NATIONAL INTERMEDIATE MUNICIPAL FUND
Year Ended December 31, 1996......................................... $ 56,186 $ 56,186 $ 83,959
Year Ended December 31, 1997......................................... $ 64,592 $ 64,592 $ 71,682
Year Ended December 31, 1998......................................... $ 76,542 $ 76,542 $ 64,152
NEW YORK MUNICIPAL MONEY MARKET FUND
Year Ended December 31, 1996......................................... $ 393,078 $ 0 $ 0
Year Ended December 31, 1997......................................... $ 490,138 $ 0 $ 0
Year Ended December 31, 1998......................................... $ 500,852 $ 0 $ 0
SMALL CAP GROWTH FUND
Year Ended December 31, 1998......................................... $ 22,970 $ 22,970 $ 0
STRATEGIC BOND FUND
Year Ended December 31, 1996......................................... $ 146,387 $144,551 $ 0
Year Ended December 31, 1997......................................... $ 430,840 $167,097 $ 0
Year Ended December 31, 1998......................................... $ 781,161 $198,435 $ 0
TOTAL RETURN FUND
Year Ended December 31, 1996......................................... $ 184,118 $184,118 $102,651
Year Ended December 31, 1997......................................... $ 585,841 $505,682 $ 0
Year Ended December 31, 1998......................................... $1,082,153 $642,186 $ 0
U.S. GOVERNMENT INCOME FUND
Year Ended December 31, 1996......................................... $ 66,682 $ 66,682 $ 85,462
Year Ended December 31, 1997......................................... $ 77,327 $ 77,327 $ 73,598
Year Ended December 31, 1998......................................... $ 117,976 $117,976 $ 36,217
</TABLE>
The Investors Fund pays SBAM a quarterly fee (the 'Base Fee') at the end of each
calendar quarter based on the following rates:
72
<PAGE>
<TABLE>
<CAPTION>
AVERAGE DAILY NET ASSETS ANNUAL FEE RATE
- ---------------------------------------------------------------------------- ---------------
<S> <C>
First $350 million.......................................................... .650%
Next $150 million........................................................... .550%
Next $250 million........................................................... .525%
Next $250 million........................................................... .500%
Over $1 billion............................................................. .450%
</TABLE>
This fee may be increased or decreased based on the performance of the Investors
Fund relative to the investment record of the S&P 500 Index. At the end of each
calendar quarter, for each percentage point by which the investment performance
of the Investors Fund exceeds or is exceeded by the investment record of the S&P
500 Index over the one year period ending on the last day of the calendar
quarter for which the adjustment is being calculated, the Base Fee will be
adjusted upward or downward by the product of: (i) 1/4 of .01% multiplied by;
(ii) the average daily net assets of the Investors Fund for the one year period
preceding the end of the calendar quarter. If the amount by which the Investors
Fund outperforms or underperforms the S&P 500 Index is not a whole percentage
point, a pro rata adjustment shall be made. However, there will be no
performance adjustment unless the investment performance of the Investors Fund
exceeds or is exceeded by the investment record of the S&P 500 Index by at least
one percentage point. The maximum quarterly adjustment 1/4 is of .10%, which
would occur if the Investors Fund's performance exceeds or is exceeded by the
S&P 500 Index by ten or more percentage points. The performance adjustment will
be paid quarterly based on a rolling one year period.
For purposes of determining the performance adjustment, the investment
performance of the Investors Fund for any one year period shall mean the sum of:
(i) the change in the Fund's net asset value per share during such period; (ii)
the value of cash distributions per share accumulated to the end of such period;
and (iii) the value of capital gains taxes per share (if any) paid or payable on
undistributed realized long-term capital gains accumulated to the end of such
period; expressed as a percentage of its net asset value per share at the
beginning of such period. For this purpose, the value of distributions per share
of realized capital gains and of dividends per share paid from investment income
shall be treated as reinvested in shares of the Investors Fund at the net asset
value per share in effect at the close of business on the record date for the
payment of such distributions and dividends, after giving effect to such
distributions and dividends. In addition, while the Investors Fund does not
anticipate paying any taxes, the value of any capital gains taxes per share paid
or payable on undistributed realized long-term capital gains shall be treated as
reinvested in shares of the Fund at the net asset value per share in effect at
the close of business on the date on which provision is made for such taxes,
after giving effect to such taxes.
For purposes of calculating the performance adjustment, the investment record of
the S&P 500 Index for any one year period shall mean the sum of: (i) the change
in the level of the index during such period; and (ii) the value, computed
consistently with the index, of cash distributions made by companies whose
securities comprise the index accumulated to the end of such period; expressed
as a percentage of the index level at the beginning of such period. For this
purpose, cash distributions on the securities which comprise the index shall be
treated as reinvested in the index at least as frequently as the end of each
calendar quarter following the payment of the dividend.
Prior to April 30, 1997, the Investors Fund paid SBAM the following Base Fee:
based on the following annual percentages of the Fund's average daily net assets
.500% on the first $350 million, .400% on the next $150 million, .375% on the
next $250 million, .350% on the next $250 million and .300% on the amount in
excess of $1 billion. Prior to August 1, 1994, the Investors Fund paid the
following Base Fee based on the following annual percentages of the Fund's
average daily net assets: none on the first $25 million, .50% on the next $325
million, .30% on the next $150 million, .25% on the next $250 million and .20%
on the amount in excess of $750 million. SBAM was paid $3,800,265, $3,360,670
and $2,455,501 in management fees for the years ended December 31, 1998, 1997
and 1996, respectively.
The management contract for each of the Series Funds provides that it will
continue for an initial two year period and thereafter for successive annual
periods, and the management contract for
73
<PAGE>
each of the Investors Fund and the Capital Fund provides that it will continue
for successive annual periods; provided that, with respect to each such
contract, such continuance is specifically approved at least annually: (a) by
the vote of a majority of the directors not parties to the management contract
or 'interested persons' of such parties, as defined in the 1940 Act, cast in
person at a meeting called for the specific purpose of voting on such management
contract and (b) either by the Board of Directors or a majority of the
outstanding voting securities. The management contract may be terminated on 60
days' written notice by either party and will terminate automatically if
assigned.
Under the terms of the management contract between each Fund and SBAM, neither
SBAM nor its affiliates shall be liable for losses or damages incurred by the
Fund (including, with respect to the Asia Growth Fund, the imposition of certain
Hong Kong tax liabilities on the Fund), unless such losses or damages are
attributable to the wilful misfeasance, bad faith or gross negligence on either
the part of SBAM or its affiliate or from reckless disregard by it of its
obligations and duties under the Management Contract ('disabling conduct'). In
addition, the Asia Growth Fund will indemnify SBAM and its affiliates and hold
each of them harmless against any losses or damages, including the imposition of
certain Hong Kong tax liabilities on the Fund, not resulting from disabling
conduct.
Rule 17j-1 under the 1940 Act requires all registered investment companies and
their investment advisers and principal underwriters to adopt written codes of
ethics and institute procedures designed to prevent 'access persons' (as defined
in Rule 17j-1) from engaging in any fraudulent, deceptive or manipulative
trading practices. The Board of Directors for the Series Fund, the Investors
Fund and the Capital Fund have each adopted a code of ethics (the 'Fund Code')
that incorporates personal trading policies and procedures applicable to access
persons of each Fund, which includes officers, directors and other specified
persons who may make, participate in or otherwise obtain information concerning
the purchase or sale of securities by the Fund. In addition, the Fund Code
attaches and incorporates personal trading policies and procedures applicable to
access persons of the investment manager and if applicable, any sub-adviser to
each Fund, which policies serve as such adviser's code of ethics (the 'Adviser
Code'). The Fund and Adviser Codes have been designed to address potential
conflict of interests that can arise in connection with the personal trading
activities of investment company and investment advisory personnel.
Pursuant to the Fund and Adviser Codes, access persons are generally permitted
to engage in personal securities transactions, provided that a transaction does
not involve securities that are being purchased or sold, are being considered
for purchase or sale, or are being recommended for purchase or sale by or for a
Fund. In addition, the Adviser Code contains specified prohibitions and blackout
periods for certain categories of securities and transactions, including a
prohibition on short-term trading and purchasing securities during an initial
public offering. The Adviser Code, with certain exceptions, also requires that
access persons obtain preclearance to engage in personal securities
transactions. Finally, the Fund and Adviser Codes require access persons to
report all personal securities transactions periodically.
74
<PAGE>
ADMINISTRATOR
SSBC Fund Management, Inc. ('SSBC'), located at 388 Greenwich Street, New York,
New York 10013, provides certain administrative services to each Fund except the
Small Cap Growth Fund for which SBAM (in its capacity as administrator, together
with SSBC, the 'Administrator'), provides certain administrative services. Prior
to January 1, 1999, such administrative services were provided by Investors Bank
and Trust Company ('IBT'). For the last three fiscal years ended December 31,
1998, the Funds have paid IBT the amounts as administration fees pursuant to
each administration and sub-administration agreement as set forth below.
<TABLE>
<CAPTION>
ADMINISTRATION
FEE PAID
--------------
<S> <C>
ASIA GROWTH FUND
May 6, 1996 (commencement of operations) to
December 31, 1996....................................................................... $ 24,167
Year Ended December 31, 1997............................................................ $ 60,000
Year Ended December 31, 1998............................................................ $ 59,860
CASH MANAGEMENT FUND
Year Ended December 31, 1996............................................................ $ 14,400
Year Ended December 31, 1997............................................................ $ 24,396
Year Ended December 31, 1998............................................................ $ 33,334
HIGH YIELD BOND FUND
Year Ended December 31, 1996............................................................ $ 34,645
Year Ended December 31, 1997............................................................ $307,163
Year Ended December 31, 1998............................................................ $486,909
NATIONAL INTERMEDIATE MUNICIPAL FUND
Year Ended December 31, 1996............................................................ $ 8,145
Year Ended December 31, 1997............................................................ $ 10,335
Year Ended December 31, 1998............................................................ $ 12,247
NEW YORK MUNICIPAL MONEY MARKET FUND
Year Ended December 31, 1996............................................................ $162,833
Year Ended December 31, 1997............................................................ $196,133
Year Ended December 31, 1998............................................................ $200,341
SMALL CAP GROWTH FUND
July 1, 1998 (commencement of operations) to
December 31, 1998....................................................................... $ 1,436
STRATEGIC BOND FUND
Year Ended December 31, 1996............................................................ $ 12,012
Year Ended December 31, 1997............................................................ $ 45,981
Year Ended December 31, 1998............................................................ $ 83,324
TOTAL RETURN FUND
Year Ended December 31, 1996............................................................ $ 8,789
Year Ended December 31, 1997............................................................ $ 85,240
Year Ended December 31, 1998............................................................ $157,404
U.S. GOVERNMENT INCOME FUND
Year Ended December 31, 1996............................................................ $ 7,918
Year Ended December 31, 1997............................................................ $ 10,312
Year Ended December 31, 1998............................................................ $ 15,730
</TABLE>
DISTRIBUTOR
CFBDS, located at 21 Milk Street, Boston, Massachusetts 02109, serves as each
Fund's distributor pursuant to a distribution contract. CFBDS is a wholly owned
subsidiary of Signature Financial Group, Inc.
Rule 12b-1 promulgated under the 1940 Act (the 'Rule') provides, among other
things, that an investment company may bear expenses of distributing its shares
only pursuant to a plan adopted in accordance with the Rule. The Board of
Directors of each Fund (other than the Cash Management Fund and the New York
Municipal Money Market Fund) has adopted a services and distribution plan with
respect to each class of shares (other than Class O) of each Fund pursuant to
the Rule (the 'Plan'). The Board of Directors of each Fund has determined that
there is a reasonable likelihood that the Plan will benefit such Fund and its
shareholders.
A quarterly report of the amounts expended with respect to each Fund under the
applicable Plan, and the purposes for which such expenditures were incurred, is
presented to the Board of Directors for its review. In addition, each Plan
provides that it may not be amended with respect
75
<PAGE>
to any class of shares of the applicable Fund to increase materially the costs
which may be borne for distribution pursuant to the Plan without the approval of
shareholders of that class, and that other material amendments of the Plan must
be approved by the Board of Directors, and by the Directors who are neither
'interested persons,' as defined in the 1940 Act, nor have any direct or
indirect financial interest in the operation of the Plan or any related
agreements, by vote cast in person at a meeting called for the purpose of
considering such amendments. Each Plan and any related agreements are subject to
annual approval by such vote cast in person at a meeting called for the purpose
of voting on the Plan. Each Plan may be terminated with respect to a Fund or any
class thereof at any time by vote of a majority of the Directors who are not
'interested persons' and have no direct or indirect financial interest in the
operation of the Plan or in any related agreement or by vote of a majority of
the shares of a Fund or class, as the case may be. For the year ended December
31, 1998, the aggregate amount spent by the various classes of each Fund under
the applicable Plan was as follows:
<TABLE>
<CAPTION>
AMOUNT
SPENT ON
AMOUNTS PRINTING AMOUNT
AMOUNTS PAID TO COMPENSATION AMOUNT AND SPENT ON TOTAL
PAID TO SELECTED TO SALES SPENT ON MAILING OF MISCELLANEOUS AMOUNT
UNDERWRITERS DEALERS PERSONNEL ADVERTISING PROSPECTUS EXPENSES SPENT
------------ -------- ------------ ----------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASIA GROWTH FUND
Class A............................ $ 4,538 $ 13,918 $ 64,396 $ 1,294 $ 17,900 $ 70,320 $ 167,828
Class B............................ $ 0 $ 5,405 $ 86,757 $ 557 $ 16,060 $ 110,986 $ 219,765
Class 2............................ $ 0 $ 4,490 $ 53,575 $ 755 $ 17,524 $ 71,172 $ 147,516
CAPITAL FUND
Class A............................ $ 31,272 $ 17,786 $ 69,773 $ 609 $ 13,405 $ 79,068 $ 180,641
Class B............................ $ 0 $ 6,835 $152,530 $ 1,841 $ 34,758 $ 154,039 $ 350,003
Class 2............................ $ 41 $ 9,029 $ 32,774 $ 248 $ 7,157 $ 39,195 $ 88,403
HIGH YIELD BOND FUND
Class A............................ $174,191 $415,656 $403,395 $ 3,296 $ 64,261 $ 311,562 $1,198,170
Class B............................ $ 0 $429,286 $787,541 $ 7,334 $135,054 $ 688,690 $2,047,905
Class 2............................ $ 896 $285,203 $291,010 $ 2,764 $ 63,037 $ 306,860 $ 948,874
INVESTORS FUND
Class A............................ $ 32,160 $134,668 $115,014 $ 1,293 $ 27,576 $ 125,057 $ 403,608
Class B............................ $ 0 $ 74,429 $263,043 $ 2,843 $ 54,268 $ 278,106 $ 672,689
Class 2............................ $ 12 $ 66,656 $ 58,112 $ 600 $ 13,639 $ 71,398 $ 210,405
NATIONAL INTERMEDIATE FUND
Class A............................ $ 2,096 $ 4,521 $ 51,557 $ 1,164 $ 15,848 $ 53,487 $ 126,577
Class B............................ $ 0 $ 2,384 $ 61,105 $ 1,305 $ 21,862 $ 78,765 $ 165,421
Class 2............................ $ 64 $ 4,909 $ 71,409 $ (63) $ 10,758 $ 107,026 $ 194,039
SMALL CAP GROWTH FUND
Class A............................ $ 5,317 $ 2,751 $ 27,170 $ 251 $ 4,537 $ 44,047 $ 78,756
Class B............................ $ 0 $ 2,738 $ 30,024 $ 251 $ 3,959 $ 45,941 $ 82,913
Class 2............................ $ 5 $ 424 $ 86,271 $ 454 $ 14,338 $ 59,364 $ 110,851
STRATEGIC BOND FUND
Class A............................ $ 31,353 $ 51,035 $ 95,553 $ 726 $ 21,916 $ 91,717 $ 260,947
Class B............................ $ 0 $ 60,207 $221,022 $ 2,164 $ 41,404 $ 212,515 $ 541,312
Class 2............................ $ 0 $ 82,522 $ 84,352 $ 960 $ 17,865 $ 106,056 $ 291,755
TOTAL RETURN FUND
Class A............................ $ 69,996 $137,019 $143,514 $ 1,661 $ 30,316 $ 150,132 $ 462,552
Class B............................ $ 0 $137,118 $351,551 $ 3,463 $ 69,418 $ 335,516 $ 897,066
Class 2............................ $ 0 $ 90,361 $ 92,252 $ 750 $ 18,313 $ 102,734 $ 504,410
U.S. GOVERNMENT INCOME FUND
Class A............................ $ 9,355 $ 8,408 $ 68,591 $ 192 $ 13,887 $ 92,786 $ 183,864
Class B............................ $ 0 $ 8,675 $101,976 $ 1,251 $ 25,085 $ 118,240 $ 255,227
Class 2............................ $ 0 $ 3,376 $ 41,007 $ 1,083 $ 12,756 $ 43,656 $ 101,878
</TABLE>
EXPENSES
Each Fund's expenses include taxes, interest, fees and salaries of such Fund
directors and officers who are not directors, officers or employees of the
Fund's service contractors, Commission fees, state securities qualification
fees, costs of preparing and printing prospectuses for regulatory purposes and
for distribution to existing shareholders, advisory and administration fees,
charges of the custodian and of the transfer and dividend disbursing agent,
certain insurance premiums, outside auditing and legal expenses, costs of
shareholder reports and shareholder meetings and any extraordinary expenses.
Each Fund also pays for brokerage fees and commissions (if any) in connection
with the purchase and sale of portfolio securities. Fund expenses are allocated
to a particular class of Fund shares based on either expenses identifiable to
the class or the relative net assets of the class and other classes of Fund
shares.
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<PAGE>
PORTFOLIO TRANSACTIONS
Subject to policy established by the Board of Directors, the investment manager
is primarily responsible for each Fund's portfolio decisions and the placing of
the Fund's portfolio transactions.
Fixed-income, certain short-term securities and certain equities normally will
be purchased or sold from or to issuers directly or to dealers serving as market
makers for the securities at a net price, which may include dealer spreads and
underwriting commissions. Equity securities may also be purchased or sold
through brokers who will be paid a commission.
The general policy of each Fund in selecting brokers and dealers is to obtain
the best results taking into account factors such as the general execution and
operational facilities of the broker or dealer, the type and size of the
transaction involved, the creditworthiness of the broker or dealer, the
stability of the broker or dealer, execution and settlement capabilities, time
required to negotiate and execute the trade, research services and the
investment manager's arrangements related thereto (as described below), overall
performance, the dealer's risk in positioning the securities involved, and the
broker's commissions and dealer's spread or mark-up. While the investment
manager generally seeks the best price in placing its orders, a Fund may not
necessarily be paying the lowest price available. The purchase by a Fund of
Participations or Assignments may be pursuant to privately negotiated
transactions pursuant to which a Fund may be required to pay fees to the seller
or forego a portion of payments in respect of the Participation Agreement.
Notwithstanding the above, in compliance with Section 28(e) of the Securities
Exchange Act of 1934, the investment manager may select brokers who charge a
commission in excess of that charged by other brokers, if the investment manager
determines in good faith that the commission to be charged is reasonable in
relation to the brokerage and research services provided to the investment
manager by such brokers. Research services generally consist of research or
statistical reports or oral advice from brokers and dealers regarding particular
companies, industries or general economic conditions. The investment manager may
also have arrangements with brokers pursuant to which such brokers provide
research services to the investment manager in exchange for a certain volume of
brokerage transactions to be executed by such broker. While the payment of
higher commissions increases a Fund's costs, the investment manager does not
believe that the receipt of such brokerage and research services significantly
reduces its expenses as a Fund's investment manager. Arrangements for the
receipt of research services from brokers may create conflicts of interest.
Research services furnished to the investment manager by brokers who effect
securities transactions for a Fund may be used by the investment manager in
servicing other investment companies and accounts which it manages. Similarly,
research services furnished to the investment manager by brokers who effect
securities transactions for other investment companies and accounts which the
investment manager manages may be used by the investment manager in servicing a
Fund. Not all of these research services are used by the investment manager in
managing any particular account, including the Funds.
Under the 1940 Act, 'affiliated persons' of a Fund are prohibited from dealing
with it as a principal in the purchase and sale of securities unless an
exemptive order allowing such transactions is obtained from the SEC. However,
each Fund may purchase securities from underwriting syndicates of which the
investment manager or any of its affiliates as defined in the 1940 Act, is a
member under certain conditions, in accordance with Rule 10f-3 promulgated under
the 1940 Act.
Each Fund contemplates that, consistent with the policy of obtaining the best
net results, brokerage transactions may be conducted through 'affiliated
broker/dealers,' as defined in the 1940 Act. Each Company's Board of Directors
has adopted procedures in accordance with Rule 17e-1 promulgated under the 1940
Act to ensure that all brokerage commissions paid to such affiliates are
reasonable and fair in the context of the market in which such affiliates
operate. Any such compensation will be paid in accordance with applicable SEC
regulations. For the fiscal years
77
<PAGE>
ended December 31, 1996, 1997 and 1998, the Funds paid aggregate brokerage
commissions, including affiliated brokerage commissions, as follows:
<TABLE>
<CAPTION>
BROKERAGE
AGGREGATE COMMISSIONS PAID
BROKERAGE BY THE FUNDS TO
COMMISSIONS PAID SALOMON SMITH BARNEY
---------------- ---------------------
<S> <C> <C>
CAPITAL FUND
Year Ended December 31, 1996....................... $ 621,777 $29,772***
Year Ended December 31, 1997....................... $ 730,485 $34,728***
Year Ended December 31, 1998....................... $ 821,510 $28,068
INVESTORS FUND
Year Ended December 31, 1996....................... $ 619,781 $59,316'D'
Year Ended December 31, 1997....................... $ 923,728 $68,538'D'
Year Ended December 31, 1998....................... $1,485,163 $90,618
TOTAL RETURN FUND
Year Ended December 31, 1996....................... $ 42,520 $ 1,758**
Year Ended December 31, 1997....................... $ 91,615 $ 300**
Year Ended December 31, 1998....................... $ 66,681 $ 3,180
</TABLE>
- ------------
** Represents 4.1% and 0.3% of total brokerage commissions paid by the Total
Return Fund, and CFBDS executed 4.2% and 0.5% of the aggregate dollar amount
of transactions involving commissions during the fiscal years ended 1996 and
1997, respectively.
*** Represents 4.8% and 4.8% of total brokerage commissions paid by the Capital
Fund, and CFBDS executed 6.3% and 5.4% of the aggregate dollar amount of
transactions involving commissions during the fiscal years ended 1996 and
1997, respectively.
'D' Represents 9.6% and 7.4% of total brokerage commissions paid by the
Investors Fund, and CFBDS executed 9.8% and 7.6% of the aggregate dollar
amount of transactions involving commissions during the fiscal years ended
1996 and 1997, respectively.
NET ASSET VALUE
Because of the differences in service and 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 a Fund in valuing its assets. For the
purpose of pricing purchase and redemption orders, the net asset value per share
of each class of each Fund is calculated separately and is determined once daily
as of the close of regularly scheduled trading on the NYSE (except with respect
to the Cash Management Fund and the New York Municipal Money Market Fund for
which the determination is made at 12:00 noon (New York time)). With respect to
each Fund, such calculation is determined on each day that the NYSE is open for
trading, i.e., Monday through Friday, except for New Year's Day, Martin Luther
King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day, and the preceding Friday or
subsequent Monday when one of those holidays falls on a Saturday or Sunday,
respectively.
In calculating net asset value, portfolio securities listed or traded on
national securities exchanges, or reported by the NASDAQ National Market
reporting system, are valued at the last sale price, or, if there have been no
sales on that day, at the mean of the current bid and ask price which represents
the current value of the security. Over-the-counter securities are valued at the
mean of the current bid and ask price.
Securities that are primarily traded on foreign exchanges generally are valued
at the closing price of such securities on their respective exchanges, except
that if the investment manager is of the opinion that such price would result in
an inappropriate value for a security, including as a result of an occurrence
subsequent to the time a value was so established then the fair value of those
securities may be determined by consideration of other factors by or under the
direction of the Board of Directors or its delegates. In valuing assets, prices
denominated in foreign currencies are
78
<PAGE>
converted to U.S. dollar equivalents at the current exchange rate. Securities
may be valued by independent pricing services which use prices provided by
market-makers or estimates of market values obtained from yield data relating to
instruments or securities with similar characteristics. Short-term obligations
with maturities of 60 days or less are valued at amortized cost, which
constitutes fair value as determined by the Board of Directors. Amortized cost
involves valuing an instrument at its original cost to a Fund and thereafter
assuming a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the instrument. All other securities and other assets of a Fund will be valued
at fair value as determined in good faith pursuant to procedures adopted by the
Board of Directors of each Fund.
As stated in the Prospectus, each of the Cash Management Fund and the New York
Municipal Money Market Fund seeks to maintain a net asset value of $1.00 per
share and, in this connection, values the Fund's instruments on the basis of
amortized cost pursuant to Rule 2a-7 promulgated under the 1940 Act. While this
method provides certainty in valuation, it may result in periods during which
value, as determined by amortized cost, is higher or lower than the price the
Fund would receive if it sold the instrument. During such periods the yield to
investors in the Fund may differ somewhat from that obtained in a similar
company which uses market values for all its portfolio securities. For example,
if the use of amortized cost resulted in a lower (higher) aggregate portfolio
value on a particular day, a prospective investor in the Fund would be able to
obtain a somewhat higher (lower) yield than would result from investment in such
a similar company, and existing investors would receive less (more) investment
income. The purpose of using the amortized cost method of calculation is to
attempt to maintain a stable net asset value per share of $1.00.
The Board of Directors has established procedures reasonably designed, taking
into account current market conditions and the investment objective of the Cash
Management Fund and the New York Municipal Money Market Fund, to stabilize the
net asset value per share as computed for the purposes of sales and redemptions
at $1.00. These procedures include periodic review, as the Board of Directors
deem appropriate and at such intervals as are reasonable in light of current
market conditions, of the relationship between the amortized cost value per
share and net asset value per share based upon available indications of market
value.
In the event of a deviation of 1/2 of 1% between the net asset value of the Cash
Management Fund or the New York Municipal Money Market Fund, as applicable,
based upon available market quotations or market equivalents and $1.00 per share
based on amortized cost, the Board of Directors will promptly consider what
action, if any, should be taken. The Board of Directors will also take such
action as they deem appropriate to eliminate or to reduce to the extent
reasonably practicable any material dilution or other unfair result which might
arise from differences between the two. Such action may include redemption in
kind, selling instruments prior to maturity to realize capital gains or losses
or to shorten the average maturity, withholding dividends, or utilizing a net
asset value per share as determined by using available market quotations.
79
<PAGE>
ADDITIONAL PURCHASE INFORMATION
TIMING OF PURCHASE ORDERS
Orders for the purchase of Fund shares (other than the Cash Management Fund and
the New York Municipal Money Market Fund) received by selected dealers by the
close of regular trading on the NYSE (currently, 4:00 p.m., New York time) on
any day that a Fund calculates its net asset value and either transmitted to
Salomon Smith Barney by the close of its business day (normally 5:00 p.m., New
York time) or transmitted by dealers to First Data Investor Services Group, Inc.
('FDISG' or the 'Transfer Agent'), through the facilities of the National
Securities Clearing Corporation ('NSCC') by 7:00 p.m., New York time, on that
day will be priced according to the net asset value determined on that day plus
any applicable sales charge. Otherwise, the orders will be priced as of the time
the net asset value is next determined. Purchase orders for shares of the Cash
Management Fund and the New York Municipal Money Market Fund will be executed at
the net asset value per share next determined after the order has become
effective, i.e., payment has been received in or converted into federal funds.
See 'Buying Shares and Exchanging Shares' in the Prospectus. It is the dealers'
responsibility to ensure that orders are transmitted on a timely basis to
Salomon Smith Barney or FDISG through the facilities of NSCC. Any loss resulting
from a dealer's failure to submit an order within the prescribed time frame will
be borne by that dealer. See 'How to Open an Account and Purchase Shares' above
for information on obtaining a reference number for wire orders, which will
facilitate the handling of such orders and ensure prompt credit to the
investor's account.
Funds transmitted by a wire system other than the Federal Reserve Wire System
generally take one business day to be converted into federal funds. In those
cases in which an investor pays for shares by a check drawn on a member bank of
the Federal Reserve System, federal funds generally will become available on the
business day after the check is deposited. Checks drawn on banks which are not
members of the Federal Reserve System or foreign banks may take substantially
longer to be converted into federal funds.
CLASS A SHARES
Volume Discounts. The schedule of sales charges on Class A shares described in
each Prospectus relating to Class A shares applies to purchases made by any
'purchaser,' which is defined to include the following: (a) an individual; (b)
an individual, his or her spouse and their children under the age of 21
purchasing shares for his or her own account; (c) a trustee or other fiduciary
purchasing shares for a single trust estate or single fiduciary account; (d) a
pension, profit-sharing or other employee benefit plan qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended (the 'Code'), and
qualified employee benefit plans of employers who are 'affiliated persons' of
each other within the meaning of the 1940 Act; (e) tax-exempt organizations
enumerated in Section 501(c)(3) or (13) of the Code; (f) any other organized
group of persons, provided that the organization has been in existence for at
least six months and was organized for a purpose other than the purchase of
investment company securities at a discount; or (g) a trustee or other
professional fiduciary (including a bank, or an investment adviser registered
with the Commission under the Advisers Act) purchasing shares of a Fund for one
or more trust estates or fiduciary accounts. Purchasers who wish to combine
purchase orders to take advantage of volume discounts on Class A shares should
call (800) 446-1013.
Group Purchases. A reduced sales charge is available to employees (and partners)
of the same employer purchasing as a group. The sales charge applicable to
purchases by each member of such a group will be determined by the table set
forth in the Prospectus and will be based upon the aggregate sales of Class A
shares to, and share holdings of, all members of the group. To be eligible for
such reduced sales charges, all purchases must be pursuant to an employer or
partnership sanctioned plan meeting certain requirements; one such requirement
is that the plan must be open to specified partners or employees of the employer
and its subsidiaries, if any. Such plans include, but are not limited to, plans
which provide for payroll deductions and retirement plans under Sections 401 or
408 of the Code. The Distributor may also offer a reduced sales
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charge for aggregating related fiduciary accounts under such conditions that the
Distributor will realize economies of sales efforts and sales related expenses.
An individual who is a member of a qualified group may also purchase Class A
shares of a Fund at the reduced sales charge applicable to the group as a whole.
The sales charge is based upon the aggregate dollar value of Class A shares
previously purchased and still owned by the group, plus the amount of the
current purchase. A 'qualified group' is one which: (i) has been in existence
for more than six months; (ii) has a purpose other than acquiring Fund shares at
a discount; and (iii) satisfies uniform criteria which enables the Distributor
to realize economies of scale in its costs of distributing shares. A qualified
group must have more than 10 members, must be available to arrange for group
meetings between representatives of a Fund and the members, and must agree to
include sales and other materials related to the Funds in its publications and
mailings to members at no cost to the Distributor. In order to obtain such
reduced sales charge, the purchases must provide sufficient information at the
time of purchase to permit verification that the purchase qualifies for the
reduced sales charge. Approval of group purchase reduced sales charge plans is
subject to the discretion of the Distributor.
Right of Accumulation. Reduced sales charges, in accordance with the schedule in
the Prospectus relating to Class A shares, apply to any purchase of Class A
shares if the aggregate investment in Class A shares of all Funds in the Salomon
Brothers Investment Series, excluding holdings in Class B and Class 2 shares and
shares purchased or held in the Cash Management Fund and/or the New York
Municipal Money Market Fund, and including the purchase being made, of any
purchaser is $100,000 or more. The reduced sales charge is subject to
confirmation of the shareholder's holdings through a check of appropriate
records. A Fund reserves the right to terminate or amend the combined right of
accumulation at any time after written notice to shareholders. For further
information regarding the combined right of accumulation, shareholders should
call (800) 446-1013.
Letter of Intent. For the purposes of determining which sales charge level set
forth in the Prospectus is applicable to a purchase of Class A shares, investors
may also establish a total investment goal in shares of the Funds to be achieved
over a thirteen-month period and may purchase Class A shares during such period
at the applicable reduced front end sales charge. All Class A shares (excluding
Class A shares purchased or held in the Cash Management Fund or the New York
Municipal Money Market Fund), previously purchased and still beneficially owned
by the investor and his or her spouse and children under the age of 21 may, upon
written notice to the transfer agent, also be included at the current net asset
value to reach a level specified in the table in the Prospectus.
Shares totaling 5% of the dollar amount of the Letter of Intent will be held in
escrow by the transfer agent in the name of the purchaser. The effective date of
a Letter of Intent may be back-dated up to 90 days, in order that any
investments made during this 90-day period, valued at the purchaser's cost, can
be applied to the fulfillment of the Letter of Intent goal.
The Letter of Intent does not obligate the investor to purchase, nor any Fund to
sell, the indicated amount. In the event the Letter of Intent goal is not
achieved within the thirteen-month period, the investor is required to pay the
difference between the front end sales charge otherwise applicable to the
purchases of Class A shares made during this period and the sales charge
actually paid. If a payment is due under the preceding sentence, it must be made
directly to the transfer agent within twenty days of notification or, if not
paid, the transfer agent will liquidate sufficient escrowed shares to obtain
such difference. For additional information, shareholders should contact the
applicable Fund, the transfer agent or eligible securities dealers.
DISTRIBUTION FEES
Each class of each Fund (other than the Cash Management Fund and the New York
Municipal Money Market Fund) is authorized, pursuant to a services and
distribution plan applicable to that class of shares (the 'Class A Plan,' the
'Class B Plan' and the 'Class 2 Plan,' collectively, the 'Plans') adopted
pursuant to Rule 12b-1 promulgated under the 1940 Act, to pay Salomon Smith
Barney an annual service fee with respect to Class A, Class B and Class 2 shares
of the applicable
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Fund (other than the Cash Management Fund and the New York Municipal Money
Market Fund) at the rate of .25% of the value of the average daily net assets of
the respective class. Salomon Smith Barney is also paid an annual distribution
fee with respect to Class B shares of each Fund (other than the Cash Management
Fund and the New York Municipal Money Market Fund) at the rate of .75% of the
value of the average daily net assets of the respective class. Salomon Smith
Barney is also paid an annual distribution fee at the rate of .50% and .75% of
the value of the average daily net assets of the Bond Fund's Class 2 shares and
the Equity Fund's Class 2 shares, respectively. For this purpose, the Total
Return, Small Cap Growth, Asia Growth, Investors and Capital Funds shall
constitute 'Equity Funds,' while the National Intermediate Municipal, U.S.
Government Income, High Yield Bond and Strategic Bond Funds shall constitute
'Bond Funds.' Class O shares are not subject to a services and distribution
plan. The service fees are used for servicing shareholder accounts, including
payments by Salomon Smith Barney to selected securities dealers. The
distribution fees are paid to Salomon Smith Barney to compensate for activities
primarily intended to result in the sale of Class B and Class 2 shares.
The expenses incurred in connection with these activities include: costs of
printing and distributing the Funds' Prospectus, SAI and sales literature to
prospective investors; an allocation of overhead and other Salomon Smith Barney
branch office distribution-related expenses; payments to and expenses of other
persons who provide support services in connection with the distribution of the
shares; any other costs and expenses relating to distribution or sales support
activities; compensation for Salomon Smith Barney's initial expense of paying
investment representatives or introducing brokers a commission upon the sale of
the Funds' shares; and accruals for interest on the amount of the foregoing
expenses that exceed the amount of the distribution fee and the CDSC received by
the Salomon Smith Barney. Under the Plans, Salomon Smith Barney may retain all
or a portion of the service and distribution fees. The payments to selected
securities dealers may include a commission paid at the time of sale and a
continuing fee based upon the value of the average daily net assets of the
applicable class of shares that remain invested in a Fund (a 'trail fee') with
respect to accounts that dealers continue to service.
With respect to Class B shares, CFBDS will pay broker-dealers at the time of
sale a commission of 5% of the purchase price and a quarterly trail fee at an
annual rate of .25% which will begin to accrue in the thirteenth month after
settlement. With respect to Class 2 shares of the Bond Funds, CFBDS will pay
broker-dealers at the time of sale a commission of 1.75% of the purchase price
and a quarterly trail fee at an annual rate of .75% which will begin to accrue
one year after settlement. For this purpose, the Total Return, Small Cap Growth,
Asia Growth, Investors and Capital Funds shall constitute 'Equity Funds', while
the National Intermediate Municipal, U.S. Government Income, High Yield Bond and
Strategic Bond Funds shall constitute 'Bond Funds.' In addition, with respect to
Class A shares, CFBDS will pay broker-dealers at the time of sale a commission
and a quarterly trail commission at an annual rate of .25% which will begin to
accrue immediately after settlement.
Sales personnel of broker/dealers distributing each Fund's shares and any other
persons entitled to receive compensation for selling or servicing a Fund's
shares may receive different compensation for selling or servicing one class of
shares over another. The distribution and shareholder service expenses incurred
by Salomon Smith Barney and dealers in connection with the sale of shares will
be paid, in the case of Class A and Class 2 shares, from the proceeds of front
end sales charges and the ongoing service fees; and in the cases of Class B and
Class 2 shares, from the proceeds of applicable CDSCs and ongoing distribution
and service fees. Investors should understand that the purpose of the front end
sales charge and ongoing service fees applicable to Class A shares is the same
as that of the CDSCs and ongoing distribution and service fees applicable to
Class B shares.
The Plans provide that Salomon Smith Barney may make payments to assist in the
distribution of a Fund's shares out of the other fees received by it or its
affiliates from such Fund, its past profits or any other sources available to
it. From time to time, Salomon Smith Barney may waive receipt of fees under a
Plan while retaining the ability to be paid under such Plan thereafter. The fees
payable to Salomon Smith Barney under the Plans and payments by Salomon Smith
Barney to selected securities dealers are payable without regard to actual
expenses incurred.
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Salomon Smith Barney may, from time to time, assist dealers by, among other
things, providing sales literature to, and holding informational programs for
the benefit of, dealers' registered representatives which may include payment
for travel expenses, including lodging, incurred in connection with trips taken
by qualifying registered representatives and members of their families within or
outside the United States. Participation of registered representatives in such
informational programs may require the sale of minimum dollar amounts of shares
of the Funds. In addition, Salomon Smith Barney may also, from time to time, at
its expense or as an expense for which it may be compensated under a
distribution plan, if applicable, pay a bonus or other consideration or
incentives to dealers who sell a minimum dollar amount of shares of the Funds
during a specified period of time. In some instances, these incentives may be
offered only to certain dealers who have sold or may sell significant amounts of
shares. Any such bonus or incentive programs will not change the price paid by
investors for the purchase of the applicable Fund's shares or the amount that
any particular Fund will receive as proceeds from such sales. Dealers may not
use sales of the Funds' shares to qualify for any incentives to the extent that
such incentives may be prohibited by the laws of any state. Incentive payments
will be provided for out of the front end sales charges and CDSCs retained by
Salomon Smith Barney, any applicable Plan payments or Salomon Smith Barney's
other resources. Other than Plan payments, the Funds do not bear distribution
expenses.
ADDITIONAL REDEMPTION INFORMATION
If the Board of Directors shall determine that it is in the best interests of
the remaining shareholders of a Fund, such Fund may pay the redemption price in
whole, or in part, by a distribution in kind from the portfolio of the Fund, in
lieu of cash, taking such securities at their value employed for determining
such redemption price, and selecting the securities in such manner as the Board
of Directors may deem fair and equitable. However, certain Funds have made an
election pursuant to Rule 18f-1 under the 1940 Act requiring that all
redemptions be effected in cash to each redeeming shareholder, during periods of
90 days, up to the lesser of $250,000 or 1% of the net assets of such Fund. A
shareholder who receives a distribution in kind may incur a brokerage commission
upon a later disposition of such securities and may receive less than the
redemption value of such securities or property upon sale, particularly where
such securities are sold prior to maturity.
Under the 1940 Act, a Fund may suspend the right of redemption or postpone the
date of payment upon redemption for any period during which the NYSE is closed,
other than customary weekend and holiday closings, or during which trading on
said Exchange is restricted, or during which (as determined by the SEC by rule
or regulation) an emergency exists as a result of which disposal or valuation of
portfolio securities is not reasonably practicable, or for such other periods as
the SEC may permit. (A Fund may also suspend or postpone the recordation of the
transfer of its shares upon the occurrence of any of the foregoing conditions.)
ADDITIONAL INFORMATION CONCERNING TAXES
TAXATION OF A FUND
The following discussion is a brief summary of certain additional tax
considerations affecting a Fund and its shareholders. No attempt is made to
present a detailed explanation of all federal, state, local and foreign tax
concerns, and the discussions set forth here and in the Prospectus do not
constitute tax advice. Investors are urged to consult their own tax advisers
with specific questions relating to federal, state, local or foreign taxes.
Each Fund intends to qualify and elect to be treated as a regulated investment
company (a 'RIC') under Subchapter M of the Internal Revenue Code of 1986, as
amended (the 'Code'). Qualification as a RIC requires, among other things, that
a Fund: (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, foreign currencies or
other income (including 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
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the end of each quarter of each taxable year: (i) at least 50% of the market
value of a Fund's assets is represented by cash, cash items, U.S. government
securities, securities of other RICs and other securities with such other
securities limited, in respect of any one issuer, to an amount not greater than
5% of the value of a Fund's assets and 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 of any one issuer (other than U.S. government
securities or the securities of other RICs).
As a RIC, a Fund will not be subject to federal income tax on its 'net
investment income' (i.e., its investment company taxable income, as that term is
defined in the Code, determined without regard to the deduction for dividends
paid) and 'net capital gain' (the excess of the Fund's net long-term capital
gain over net short-term capital loss), if any, that it distributes in each
taxable year to its shareholders, provided that it distributes 90% of its net
investment income for such taxable year, and with respect to the New York
Municipal Money Market Fund and the National Intermediate Municipal Fund, at
least 90% of its net tax-exempt income for such taxable year. However, each Fund
will be subject to federal corporate income tax (currently at a maximum rate of
35%) on any undistributed income other than tax-exempt income from municipal
obligations and to alternative minimum tax (currently at a maximum rate of 28%)
on alternative minimum taxable income, which includes interest income on certain
'private activity' obligations that is otherwise exempt from tax. Each Fund
expects to designate amounts retained as undistributed net capital gain in a
notice to its shareholders who (i) will be required to include in income for
United States federal income tax purposes, as long-term capital gain, their
proportionate shares of the undistributed amount, (ii) will be entitled to
credit their proportionate shares of the 35% tax paid by a Fund on the
undistributed amount against their federal income tax liabilities and to claim
refunds to the extent such credits exceed their liabilities and (iii) will be
entitled to increase their tax basis, for federal income tax purposes, in their
shares by an amount equal to 65% of the amount of undistributed net capital gain
included in the shareholder's income.
A Fund will be subject to a non-deductible 4% excise tax to the extent that a
Fund does not distribute by the end of each calendar year: (a) at least 98% of
its ordinary income for such calendar year; (b) at least 98% of its capital gain
net income for the one-year period ending, as a general rule, on October 31 of
each year; and (c) 100% of the undistributed income and gains from the preceding
calendar year (if any) pursuant to the calculations in (a) and (b). For this
purpose, any income or gain retained by a Fund that is subject to corporate tax
will be considered to have been distributed by year-end.
All dividends and distributions to shareholders of a Fund of net investment
income will be taxable to shareholders whether paid in cash or reinvested in
additional shares. For federal income tax purposes, distributions of net
investment income which includes the excess of the Fund's net realized
short-term capital gains over net realized long-term capital losses, are taxable
to shareholders as ordinary income. A portion of such dividends may qualify for
the dividends received deduction available to corporations.
Distributions of net capital gain designated by a Fund as 'capital gain
dividends' will be taxable as long-term capital gain, whether paid in cash or
additional shares, regardless of how long the shares have been held by such
shareholders, and such distributions will not be eligible for the dividends
received deduction. In general, the maximum federal income tax rate imposed on
long-term capital gain of individuals with respect to capital assets held for
more than one year but less than 18 months is 28% and with respect to capital
assets held for more than 18 months is 20%. The maximum federal income tax rate
imposed on individuals with respect to ordinary income (and short-term capital
gain, which currently is taxed at the same rates as ordinary income) will be
39.6%. With respect to corporate taxpayers, long-term capital gain currently is
taxed at the same federal income tax rates as ordinary income and short-term
capital gain. Investors should consider the tax implications of buying shares
shortly before the record date of a distribution because distributions will be
taxable even though the net asset value of shares of a Fund is reduced by the
distribution.
Funds investing in foreign securities or currencies may be required to pay
withholding or other taxes to foreign governments on dividends and interest. The
investment yield of a Fund investing
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in foreign securities or currencies will be reduced by these foreign taxes.
Shareholders will bear the cost of any foreign taxes but may not be able to
claim a foreign tax credit or deduction for these foreign taxes. In addition, a
Fund investing in securities of passive foreign investment companies may be
subject to U.S. federal income taxes (and interest on such taxes) as a result of
such investments. The investment yield of a Fund making such investments will be
reduced by these taxes and interest. Shareholders will bear the cost of these
taxes and interest, but will not be able to claim a deduction for these amounts.
The redemption, sale or exchange of shares of one Fund for shares of another is
a taxable event and may result in a gain or loss. Gain or loss, if any,
recognized on the sale or other disposition of shares of a Fund will be taxed as
capital gain or loss if the shares are capital assets in the shareholder's
hands. Generally, a shareholder's gain or loss will be a long-term gain or loss
if the shares have been held for more than one year. If a shareholder sells or
otherwise disposes of shares of a Fund before holding them for more than six
months, any loss on the sale or other disposition of such shares shall be (i)
treated as a long-term capital loss to the extent of any capital gain dividends
received by the shareholder with respect to such shares or (ii) disallowed to
the extent of any exempt-interest dividends received by the shareholder with
respect to such shares. A loss realized on a sale or exchange of shares may be
disallowed if other shares are acquired within a 61-day period beginning 30 days
before and ending 30 days after the date that the shares are disposed of.
Generally, shareholders will be taxable on dividends or distributions in the
year of receipt. However, if a Fund declares a dividend or distribution in
October, November or December to shareholders of record on a specified date in
such a month which is actually paid during the following January, it will be
deemed to have been received by the shareholders and paid by the Fund no later
than December 31 of the year in which the dividend or distribution is declared.
Each Fund may be required to withhold federal income tax at a rate of 31%
('backup withholding') from dividends (other than exempt-interest dividends) and
redemption proceeds paid to non-corporate shareholders. This tax may be withheld
from dividends if (i) the payee fails to furnish the Fund with the payee's
correct taxpayer identification number (e.g., an individual's social security
number), (ii) the Internal Revenue Service ('IRS') notifies the Fund that the
payee has failed to report properly certain interest and dividend income to the
IRS and to respond to notices to that effect, or (iii) when required to do so,
the payee fails to certify that he or she is not subject to backup withholding.
Redemption proceeds may be subject to withholding under the circumstances
described in (i) above. Backup withholding is not an additional tax and any
amounts withheld may be credited against the shareholder's federal income tax
liability.
Certain Funds may engage in hedging or derivatives transactions involving
foreign currencies, forward contracts, options and futures contracts (including
options, futures and forward contracts on foreign currencies) and short sales.
See 'Additional Information on Portfolio Instruments and Investment
Policies -- Derivatives.' Such transactions will be subject to special
provisions of the Code that, among other things, may affect the character of
gains and losses realized by a Fund (that is, may affect whether gains or losses
are ordinary or capital), accelerate recognition of income of a Fund and defer
recognition of certain of a Fund's losses. These rules could therefore affect
the character, amount and timing of distributions to shareholders. In addition,
these provisions (1) will require a Fund to 'mark-to-market' certain types of
positions in its portfolio (that is, treat them as if they were closed out) and
(2) may cause a Fund to recognize income without receiving cash with which to
pay dividends or make distributions in amounts necessary to satisfy the
distribution requirement for RIC qualification and avoid both the corporate
level tax and the 4% excise tax. Each Fund intends to monitor its transactions,
will make the appropriate tax elections and will make the appropriate entries in
its books and records when it acquires any option, futures contract, forward
contract or hedged investment in order to mitigate the effect of these rules.
A Fund will monitor its transactions in such options and contracts and may make
certain other tax elections in order to mitigate the effect of the above rules
and to prevent disqualification of the Fund as a RIC under subchapter M of the
Code.
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A Fund may make investments that produce income that is not matched by a
corresponding cash distribution to the Fund, such as investments in pay-in-kind
bonds or in obligations such as investments in PIK bonds or in obligations such
as certain Brady Bonds or zero-coupon securities having original issue discount
(i.e., an amount equal to the excess of the stated redemption price of the
security at maturity over its issue price), or market discount (i.e., an amount
equal to the excess of the stated redemption price of the security over the
basis of such bond immediately after it was acquired) if the Fund elects to
accrue market discount on a current basis. In addition, income may continue to
accrue for federal income tax purposes with respect to a non-performing
investment. Any such income would be treated as income earned by a Fund and
therefore would be subject to the distribution requirements of the Code. Because
such income may not be matched by a corresponding cash distribution to a Fund,
such Fund may be required to borrow money or dispose of other securities to be
able to make distributions to its investors. In addition, if an election is not
made to currently accrue market discount with respect to a market discount bond,
all or a portion of any deduction for any interest expense incurred to purchase
or hold such bond may be deferred until such bond is sold or otherwise disposed.
A Fund may be subject to certain taxes, including without limitation, taxes
imposed by foreign countries with respect to its income and capital gains. If a
Fund qualifies as a RIC, certain distribution requirements are satisfied and
more than 50% of the value of the Fund's total assets at the close of any
taxable year consists of stock or securities of foreign corporations, which for
this purpose may include obligations of foreign governmental issuers, the Fund
may elect, for United States federal income tax purposes, to treat any foreign
country's income or withholding taxes paid by the Fund that can be treated as
income taxes under the United States income tax principles, as paid by its
shareholders.
If the Fund purchases shares in a 'passive foreign investment company' (a
'PFIC'), the Fund may be subject to U.S. federal income tax on a portion of any
'excess distribution' or gain from the disposition of such shares even if such
income is distributed as a taxable dividend by the Fund to its shareholders.
Additional charges in the nature of interest may be imposed on the Fund in
respect of deferred taxes arising from such distributions or gains. If the Fund
were to invest in a PFIC and elected to treat the PFIC as a 'qualified electing
fund' under the Code (a 'QEF'), in lieu of the foregoing requirements, the Fund
would be required to include in income each year a portion of the ordinary
earnings and net capital gain of the qualified electing fund, even if not
distributed to the Fund. Alternatively, under recently enacted legislation, the
Fund can elect to mark-to-market at the end of each taxable year its shares in a
PFIC; in this case, the Fund would recognize as ordinary income any increase in
the value of such shares, and as ordinary loss any decrease in such value to the
extent it did not exceed prior increases included in income. Under either
election, the Fund might be required to recognize in a year income in excess of
its distributions from PFICs and its proceeds from dispositions of PFIC stock
during that year, and such income would nevertheless be subject to the 90% and
excise tax distribution requirements.
TAXATION OF U.S. SHAREHOLDERS
The Prospectus describes each Fund's policy with respect to distribution of net
investment income and any net capital gain. Shareholders should consider the tax
implications of buying shares just prior to a distribution. Although the price
of shares purchased at that time may reflect the amount of the forthcoming
distribution, those shareholders purchasing just prior to a distribution will
receive a distribution which will nevertheless be taxable to them.
Shareholders receiving a distribution in the form of additional shares will be
treated for federal income tax purposes as receiving a distribution in an amount
equal to the fair market value, determined as of the distribution date, of the
shares received and will have a cost basis in each share received equal to the
fair market value of a share of a Fund on the distribution date. Shareholders
will be notified annually as to the federal tax status of distributions, and
shareholders receiving distributions in the form of shares will receive a report
as to the fair market value of the shares received.
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Gain or loss on the sale or other disposition of Fund shares will result in
capital gain or loss to shareholders. In the case of individuals, long-term
capital gain on securities held longer than one year, but not longer than 18
months, are taxed at a maximum rate of 28% and long-term gain on securities held
longer than 18 months are taxed at a maximum rate of 20%. Not later than 60 days
after the close of its taxable year the Fund will provide its shareholders with
a written notice designating the amounts of any ordinary income dividends or
capital gain dividends as well as the portions of its capital gain dividends
that will be eligible for the 28% and 20% rates. In the case of corporate
taxpayers, long-term capital gain is taxed at the same federal income tax rates
as ordinary income and short-term capital gain, the maximum rate being 35%. If a
shareholder redeems or exchanges shares of a Fund before he or she has held them
for more than six months, any short-term capital loss on such redemption or
exchange will be (i) treated as a long-term capital loss to the extent of any
capital gain dividends received by the shareholder (or credited to the
shareholder as an undistributed capital gain) with respect to such shares or
(ii) disallowed to the extent of any exempt interest dividends received by the
shareholder with respect to such shares.
It is expected that a portion of the dividends of net investment income received
by corporate shareholders from a Fund (other than the Cash Management Fund and
the New York Municipal Money Market Fund) will qualify for the federal dividends
received deduction generally available to corporations. The dividends received
deduction for corporate shareholders may be disallowed or reduced if the
securities with respect to which dividends are received by a Fund are (1)
considered to be 'debt-financed' (generally, acquired with borrowed funds), (2)
held by a Fund for less than 46 days (91 days in the case of certain preferred
stock) during the 90 day period beginning on the date which is 45 days before
the date on which such share becomes ex-dividend with respect to such dividend
(during the 180 day period beginning 90 days before such date in the case of
certain preferred stock) or (3) subject to certain forms of hedges or short
sales. Moreover, the dividends received deduction may be disallowed or reduced
(1) if the corporate shareholder fails to satisfy the foregoing requirements
with respect to its shares of a Fund or (2) by application of Code. The amount
of any dividend distribution eligible for the corporate dividends received
deduction will be designated by a Fund in a written notice within 60 days of the
close of the taxable year.
The Asia Growth Fund expects to qualify for and make this election. For any year
that the Asia Growth Fund makes such an election, each shareholder of such Fund
will be required to include in its income an amount equal to his or her
allocable share of such income taxes paid by the Asia Growth Fund to a foreign
country's government and shareholders will be entitled, subject to certain
limitations, to credit their portions of these amounts against their United
States federal income tax due, if any, or to deduct their portions from their
United States taxable income, if any. No deductions for foreign taxes paid by
the Asia Growth Fund may be claimed, however, by non-corporate shareholders
(including certain foreign shareholders described below) who do not itemize
deductions. Shareholders that are exempt from tax under Section 501(a) of the
Code, such as pension plans, generally will derive no benefit from this
election.
THE NEW YORK MUNICIPAL MONEY MARKET FUND AND THE NATIONAL INTERMEDIATE MUNICIPAL
FUND
The New York Municipal Money Market Fund and the National Intermediate Municipal
Fund each intends to qualify to pay 'exempt-interest dividends,' as that term is
defined in the Code, by holding at the end of each quarter of its taxable year
at least 50% of the value of its total assets in the form of obligations
described in section 103(a) of the Code. Each Fund's policy is to pay in each
taxable year exempt-interest dividends equal to at least 90% of such Fund's
interest from tax-exempt obligations net of certain deductions. Except as
discussed below, exempt-interest dividends will be exempt from regular federal
income tax. In addition, dividends from the New York Municipal Money Market Fund
will not be subject to New York State and New York City personal income taxes to
the extent that such distributions qualify as exempt-interest dividends and
represent interest income attributable to federally tax-exempt obligations of
the State of New York and its political subdivisions (as well as certain other
federally tax-exempt obligations the interest on which is exempt from New York
State and New York City personal income taxes). Dividends
87
<PAGE>
from the New York Municipal Money Market Fund, however, are not excluded in
determining New York State or New York City franchise taxes on corporations and
financial institutions. Further, gain from a sale or redemption of shares of the
New York Municipal Money Market Fund and the National Intermediate Municipal
Fund will be taxable to the shareholders as capital gain even though the
increase in value of such shares is attributable to tax-exempt income. Under the
Code, interest on indebtedness incurred or continued to purchase or carry shares
of the New York Municipal Money Market Fund and the National Intermediate
Municipal Fund, which interest is deemed to relate to exempt-interest dividends,
will not be deductible by shareholders of the Fund for federal income tax
purposes.
All or a portion of the gain from sale or redemption of tax-exempt obligations
acquired after April 30, 1993 attributable to market discount will be treated as
ordinary income rather than capital gain. This rule may increase the amount of
ordinary income dividends received by shareholders of the New York Municipal
Money Market Fund and the National Intermediate Municipal Fund.
Because the New York Municipal Money Market Fund and the National Intermediate
Municipal Fund will primarily invest in municipal obligations, dividends from
these Funds will generally be exempt from regular federal income tax in the
hands of shareholders. A portion may be subject to the alternative minimum tax,
however. Federal tax law imposes an alternative minimum tax with respect to both
corporations and individuals based on certain items of tax preference. Interest
on certain municipal obligations, such as bonds issued to make loans for housing
purposes or to private entities (but not to certain tax-exempt organizations
such as universities and non-profit hospitals) is included as an item of tax
preference in determining the amount of a taxpayer's alternative minimum taxable
income. To the extent the New York Municipal Money Market Fund or the National
Intermediate Municipal Fund makes such an investment, a portion of the exempt-
interest dividends paid, although otherwise exempt from federal income tax, will
be taxable to shareholders to the extent that their tax liability will be
determined under the alternative minimum tax. The New York Municipal Money
Market Fund and the National Intermediate Municipal Fund will annually supply
shareholders with a report indicating the percentage of Fund income attributable
to municipal obligations which may be subject to the alternative minimum tax.
Additionally, taxpayers must disclose to the Internal Revenue Service on their
tax returns the entire amount of tax-exempt interest (including exempt-interest
dividends on shares of the Fund) received or accrued during the year.
In addition, for corporations, the alternative minimum taxable income is
increased by a percentage of the amount by which an alternative measure of
income ('adjusted current earnings,' referred to as 'ACE') exceeds the amount
otherwise determined to be the alternative minimum taxable income. Interest on
all municipal obligations, and therefore all exempt-interest dividends paid by
the New York Municipal Money Market Fund or the National Intermediate Municipal
Fund, is included in calculating ACE.
Taxpayers that may be subject to the alternative minimum tax should consult
their tax advisers before investing in the New York Municipal Money Market Fund
or the National Intermediate Municipal Fund.
Shares of the New York Municipal Money Market Fund and the National Intermediate
Municipal Fund would not be a suitable investment for tax-exempt institutions
and may not be a suitable investment for retirement plans qualified under
Section 401 of the Code, H.R. 10 plans and individual retirement accounts
('IRAs'), because such plans and accounts are generally tax-exempt or tax
deferred and, therefore, would not gain any additional benefit from the receipt
of exempt-interest dividends from the Fund. Moreover, subsequent distributions
of such dividends to the beneficiaries will be taxable.
In addition, the New York Municipal Money Market Fund and the National
Intermediate Municipal Fund may not be an appropriate investment for entities
that are 'substantial users' of facilities financed by private activity bonds or
'related persons' thereof. A 'substantial user' is defined under U.S. Treasury
Regulations to include a non-exempt person who regularly uses a part of such
facilities in his trade or business and, unless such facility, or part thereof,
is constructed,
88
<PAGE>
reconstructed or acquired specifically for the non-exempt person, whose gross
revenue derived with respect to the facilities financed by the issuance of bonds
is more than 5% of the total revenue derived by all users of such facilities.
'Related persons' include certain related natural persons, affiliated
corporations, partnerships and their partners and S Corporations and their
shareholders. The foregoing is not a complete statement of all of the provisions
of the Code covering the definitions of 'substantial user' and 'related person.'
For additional information, investors should consult their tax advisers before
investing in the New York Municipal Money Market Fund or the National
Intermediate Municipal Fund.
All or a portion of the exempt-interest dividends received by certain foreign
corporations may be subject to the federal branch profits tax. Likewise, all or
a portion of the exempt-interest dividends may be taxable to certain Subchapter
S Corporations that have Subchapter C earnings and profits and substantial
passive investment income. In addition, the exempt-interest dividends may reduce
the deduction for loss reserves for certain insurance companies. Such
corporations and insurance companies should consult their tax advisers before
investing in the New York Municipal Money Market Fund or the National
Intermediate Municipal Fund. The Code may also require shareholders that receive
exempt-interest dividends to treat as taxable income a portion of certain
otherwise nontaxable social security and railroad retirement benefit payments.
STATE AND LOCAL TAX MATTERS
Most states provide that a RIC may pass through (without restriction) to its
shareholders state and local income tax exemptions available to direct owners of
certain types of U.S. government securities (such as U.S. Treasury obligations).
Thus, for residents of these states, distributions derived from a Fund's
investment in certain types of U.S. government securities should be free from
state and local income taxes to the extent that the interest income from such
investments would have been exempt from state and local income taxes if such
securities had been held directly by the respective shareholders themselves.
Certain states, however, do not allow a RIC to pass through to its shareholders
the state and local income tax exemptions available to direct owners of certain
types of U.S. government securities unless the regulated investment company
holds at least a required amount of U.S. government securities. Accordingly, for
residents of these states, distributions derived from a Fund's investment in
certain types of U.S. government securities may not be entitled to the
exemptions from state and local income taxes that would be available if the
shareholders had purchased U.S. government securities directly. Shareholders'
dividends attributable to a Fund's income from repurchase agreements generally
are subject to state and local income taxes, although states and regulations
vary in their treatment of such income. The exemption from state and local
income taxes does not preclude states from asserting other taxes on the
ownership of U.S. government securities. To the extent that a Fund invests to a
substantial degree in U.S. government securities which are subject to favorable
state and local tax treatment, shareholders of such Fund will be notified as to
the extent to which distributions from the Fund are attributable to interest on
such securities.
Hong Kong Tax Matters. The Asia Growth Fund would be subject to Hong Kong
profits tax, which is currently charged at the rate of 16.5% for corporations
and 15% for individuals, if, by virtue of the fact that SBAM AP is located in
Hong Kong, (a) the Fund or its agents were deemed to carry on a trade,
profession or business in Hong Kong and (b) profits from that trade, profession
or business were to arise in or be derived from Hong Kong. Hong Kong profits tax
will not be payable in respect of profits from the sale of shares and other
securities transacted outside Hong Kong, interest arising or derived from
outside Hong Kong and profits in the nature of capital gains. The sale of
securities will not be treated as the sale of capital assets if the profit or
loss from such sale is regarded as attributable to a trade or business carried
on in Hong Kong. The Asia Growth Fund does not currently believe that it will be
subject to Hong Kong profits tax.
Dividends which the Fund pays to its shareholders are not taxable in Hong Kong
(whether through withholding or otherwise) under current legislation and
practice. No Hong Kong stamp duty will be payable in respect of transactions in
shares of the Asia Growth Fund provided that the register of shareholders is
maintained outside of Hong Kong.
89
<PAGE>
Exempt-interest dividends will constitute a specific preference item for
purposes of the federal alternative minimum tax to the extent that such
dividends are derived from certain types of private activity bonds issued after
August 7, 1986. In addition, all exempt-interest dividends will be a component
of the 'adjusted current earnings' adjustment item for purposes of the federal
corporate alternative minimum tax. Moreover, the receipt of exempt-interest
dividends may increase a corporate shareholder's liability for environmental
taxes under Section 59A of the Code and a foreign corporate shareholder's
liability under the branch profits tax, and may also affect the federal tax
liability of certain Subchapter S corporations and insurance companies.
Furthermore, the receipt of exempt-interest dividends may be a factor in
determining the extent to which a shareholder's Social Security benefits are
taxable.
PERFORMANCE INFORMATION AND DATA
From time to time, a Fund may advertise its 'yield,' 'tax-equivalent yield,'
'effective yield,' 'distribution rate' and/or standardized and nonstandardized
'average annual total return' over various periods of time. Total return and
yield quotations are computed separately for each class of shares of a Fund.
Total return figures show the average annual percentage change in value of an
investment in a Fund from the beginning date of the measuring period to the end
of the measuring period. These figures reflect changes in the price of the
shares and assume that any income dividends and/or capital gains distributions
made by a Fund during the period were reinvested in shares of the same class.
Total return figures for the Funds' Class A shares and Class 2 Shares (except
for the Cash Management Fund and the New York Municipal Money Market Fund, which
have no sales charge) include the maximum initial sales charge and for Class B
and Class 2 shares include any applicable CDSC during the measuring period.
These figures also take into account the service and distribution fees, if any,
payable with respect to each class of a Fund's shares.
Total return figures will be given for the most current one-, five- and ten-year
periods, or the life of the relevant class of a Fund to the extent it has not
been in existence for any such periods, and may be given for other periods as
well, such as on a year-by-year basis. When considering average total return
figures for periods longer than one year, it is important to note that the total
return for any one year in the period might have been greater or less than the
average for the entire period. 'Aggregate total return' figures may be used for
various periods, representing the cumulative change in value of an investment in
Fund shares for the specific period (again reflecting changes in share prices
and assuming reinvestment of dividends and distributions). Aggregate total
return may be calculated either with or without the effect of the maximum sales
charge for the Class A shares or Class 2 shares (except for the Cash Management
Fund and the New York Municipal Money Market Fund, which have no sales charge)
or any applicable CDSC for Class B and Class 2 shares, and may be shown by means
of schedules, charts or graphs and may indicate subtotals of the various
components of total return (i.e., change in the value of initial investment,
income dividends and capital gains distributions). Because of the differences in
sales charges, distribution fees and certain other expenses, the performance for
each of the classes will differ.
From time to time the Cash Management Fund and the New York Municipal Money
Market Fund may make available information as to its 'yield' and 'effective
yield.' The 'yield' of the Cash Management Fund and the New York Municipal Money
Market Fund refers to the income generated by an investment in each such Fund
over a seven-day period, which period will be stated in the advertisement. This
income is then 'annualized.' That is, the amount of income generated by the
investment during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment. The 'effective yield' is
calculated similarly but, when annualized, the income earned by an investment in
the Fund is assumed to be reinvested in shares of the same class. The effective
yield will be slightly higher than the yield because of the compounding effect
of this assumed reinvestment.
Distribution rate differs from yield in that it is calculated by dividing the
annualization of the most recent month's distribution by the maximum offering
price at the end of the month.
90
<PAGE>
Furthermore, in reports or other communications to shareholders or in
advertising materials, performance of Fund shares may be compared with that of
other mutual funds or classes of shares of other mutual funds, as listed in the
rankings prepared by Lipper Analytical Services, Inc. or similar independent
services that monitor the performance of mutual funds, financial indices such as
the S&P 500 Index or other industry or financial publications, including, but
not limited to, Bank Rate Monitor, Barron's, Business Week, CDA Investment
Technologies, Inc., Changing Times, Forbes, Fortune, ICB Donaghue's Money Fund
Report, Institutional Investor, Investors Daily, Money, Morningstar Mutual Fund
Values, The New York Times, USA Today and The Wall Street Journal. The yield of
the Cash Management Fund and the New York Municipal Money Market Fund may also
be compared to yields set forth in the weekly statistical release H.15(519) or
the monthly statistical release designated G.13(415) published by the Board of
Governors of the Federal Reserve System.
Yield and total return figures are calculated separately for Class A, Class B,
Class 2 and Class O shares of a Fund. In the examples below, these calculations
adjust for the different front end sales charges and CDSCs currently payable
with respect to each class and are based on expenses actually paid by each Fund
for the periods presented.
A Fund's performance will vary from time to time depending upon market
conditions, the composition of its portfolio and operating expenses.
Consequently, any given performance quotation should not be considered
representative of the performance of Fund shares for any specified period in the
future. Because performance will vary, it may not provide a basis for comparing
an investment in Fund shares with certain bank deposits or other investments
that pay a fixed return for a stated period of time. Investors comparing a
Fund's performance with that of other mutual funds should give consideration to
the nature, quality and maturity of the respective investment companies'
portfolio securities and market conditions. An investor's principal is not
guaranteed by any Fund.
AVERAGE ANNUAL TOTAL RETURN
A Fund's 'average annual total return' figures, as described and shown in the
Prospectus, are computed according to a formula prescribed by the Commission.
The formula can be expressed as follows:
P(1+T)'pp'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 a 1-5 or 10-year period at the end of such period (or
fractional portion thereof), assuming reinvestment of all dividends and
distributions.
In calculating the ending redeemable value, for Class A and Class 2 shares, the
current maximum front end sales charge (as a percentage of the offering price)
is deducted from the initial $1,000 payment, and for Class B and Class 2 shares,
the applicable CDSC imposed on redemption is deducted. The schedules of front
end sales charges and CDSCs due upon redemption are described under 'Choosing a
Class of Shares to Buy' in the Prospectus.
The Cash Management Fund, New York Municipal Money Market Fund, Investors Fund
and Capital Fund implemented the Multiple Pricing System by reclassifying the
then existing shares of each such Fund as Class O shares of each such Fund. This
reclassification was effected in such a manner so that the shares of each of the
Cash Management Fund and the Investors Fund outstanding at December 31, 1994,
and shares of the New York Municipal Money Market Fund and the Capital Fund
outstanding at October 31, 1996, would be subject to identical distribution and
service fees both before and after the reclassification. Effective September 14,
1998, Class C shares of each Fund were renamed Class 2 shares.
91
<PAGE>
The percentages shown in the tables below reflect front end sales charges and
CDSCs, if any, currently payable by each class of shares under the Multiple
Pricing System, and are based on the fees and expenses actually paid by each
such Fund for the periods presented. The distribution and service fees currently
payable by each class of shares under the Multiple Pricing System are described
in the Prospectus.
The following tables set forth the average annual total returns for each class
of shares of each of the Asia Growth Fund, High Yield Bond Fund, National
Intermediate Fund, Strategic Bond Fund, Total Return Fund, U.S. Government
Income Fund, (in each case, after management fee waiver and reimbursement of
certain expenses), for certain periods of time ending December 31, 1998 and
reflect the effects of the maximum applicable front end sales charges and any
applicable CDSCs payable by an investor under the Multiple Pricing System.
ASIA GROWTH FUND
<TABLE>
<CAPTION>
FROM MAY 6, 1996
(COMMENCEMENT OF
OPERATIONS) THROUGH YEAR ENDED
DECEMBER 31, 1998 DECEMBER 31, 1998
------------------- -----------------
<S> <C> <C>
Class A.................................................................. -15.38% -18.14%
Class B.................................................................. -15.02% -18.02%
Class 2.................................................................. -14.37% -15.48%
Class O.................................................................. -13.23% -12.80%
</TABLE>
CAPITAL FUND
<TABLE>
<CAPTION>
FROM NOVEMBER 1, 1996
(COMMENCEMENT OF
OPERATIONS OF CLASS A, B
AND 2) THROUGH
DECEMBER 31, 1998 1 YEAR 5 YEARS 10 YEARS
----------------------- ------ ------- --------
<S> <C> <C> <C> <C>
Class A............................................... 23.74% 16.57% N/A N/A
Class B............................................... 25.16% 17.59% N/A N/A
Class 2............................................... 25.66% 20.38% N/A N/A
Class O............................................... N/A 23.83% % %
</TABLE>
HIGH YIELD BOND FUND
<TABLE>
<CAPTION>
FROM FEBRUARY 22, 1995
(COMMENCEMENT OF
OPERATIONS) THROUGH YEAR ENDED
DECEMBER 31, 1998 DECEMBER 31, 1998
---------------------- -----------------
<S> <C> <C>
Class A.............................................................. 9.55% -11.50%
Class B.............................................................. 9.54% -11.97%
Class 2.............................................................. 9.82% -9.54%
Class O.............................................................. 11.16% -6.90%
</TABLE>
INVESTORS FUND
<TABLE>
<CAPTION>
FROM JANUARY 3, 1995
(COMMENCEMENT OF
OPERATIONS OF CLASS A, B
AND 2) THROUGH
DECEMBER 31, 1998 1 YEAR 5 YEARS 10 YEARS
----------------------- ------ ------- --------
<S> <C> <C> <C> <C>
Class A............................................... 24.67% 8.54% N/A N/A
Class B............................................... 25.21% 9.25% N/A N/A
Class 2............................................... 25.27% 12.16% N/A N/A
Class O............................................... N/A 15.44% % %
</TABLE>
92
<PAGE>
NATIONAL INTERMEDIATE MUNICIPAL FUND
<TABLE>
<CAPTION>
FROM FEBRUARY 22, 1995
(COMMENCEMENT OF
OPERATIONS) THROUGH YEAR ENDED
DECEMBER 31, 1998 DECEMBER 31, 1998
---------------------- -----------------
<S> <C> <C>
Class A.............................................................. 5.20% (.44)%
Class B.............................................................. 4.95% (1.26)%
Class 2.............................................................. 5.35% 1.68 %
Class O.............................................................. 6.68% 4.76 %
</TABLE>
SMALL CAP GROWTH FUND
<TABLE>
<CAPTION>
FROM JULY 1, 1998
(COMMENCEMENT OF
OPERATIONS) THROUGH
DECEMBER 31, 1998
-----------------------
<S> <C>
Class A................................................................................. 9.24%
Class B................................................................................. 10.50%
Class 2................................................................................. 13.44%
Class O................................................................................. 16.00%
</TABLE>
STRATEGIC BOND FUND
<TABLE>
<CAPTION>
FROM FEBRUARY 22, 1995
(COMMENCEMENT OF
OPERATIONS) THROUGH YEAR ENDED
DECEMBER 31, 1998 DECEMBER 31, 1998
---------------------- -----------------
<S> <C> <C>
Class A.............................................................. 9.63% (3.79)%
Class B.............................................................. 9.55% (4.39)%
Class 2.............................................................. 9.87% (1.75)%
Class O.............................................................. 11.26% 1.31 %
</TABLE>
TOTAL RETURN FUND
<TABLE>
<CAPTION>
FROM FEBRUARY 22, 1995
(COMMENCEMENT OF
OPERATIONS) THROUGH YEAR ENDED
DECEMBER 31, 1998 DECEMBER 31, 1998
---------------------- -----------------
<S> <C> <C>
Class A.............................................................. 13.17% .25%
Class B.............................................................. 13.66% .49%
Class 2.............................................................. 14.01% 3.45%
Class O.............................................................. 15.64% 6.57%
</TABLE>
U.S. GOVERNMENT INCOME FUND
<TABLE>
<CAPTION>
FROM FEBRUARY 22, 1995
(COMMENCEMENT OF
OPERATIONS) THROUGH YEAR ENDED
DECEMBER 31, 1998 DECEMBER 31, 1998
---------------------- -----------------
<S> <C> <C>
Class A.............................................................. 6.04% 2.50%
Class B.............................................................. 5.95% 1.92%
Class 2.............................................................. 6.30% 4.88%
Class O.............................................................. 7.67% 8.08%
</TABLE>
As described in the Prospectus, each of the Funds, except the Investors Fund and
the Capital Fund, has been and still is subject to certain fee waivers and
expense reimbursements. Absent such waiver and reimbursement, the returns shown
above for such Funds would be lower.
93
<PAGE>
The performance data quoted represents past performance; investment returns and
principal value of an investment will fluctuate so that an investor's shares,
when redeemed, may be worth more or less than their original cost.
AGGREGATE TOTAL RETURN
The 'aggregate total return' figures for each class of a Fund, as described
herein, represent the cumulative change in the value of an investment in Fund
shares of such class for the specified period and are computed by the following
formula:
ERV - P
AGGREGATE TOTAL RETURN = -------
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 a 1-, 5-, or 10-year period at the end of such
period (or fractional portion thereof), assuming reinvestment of
all dividends and distributions.
The following tables set forth the aggregate total return of each class of
shares of the Asia Growth Fund, Capital Fund, High Yield Bond Fund, Investors
Fund, National Intermediate Municipal Fund, Small Cap Growth Fund, Strategic
Growth Fund, Total Return Fund and U.S. Government Income Fund (after management
fee waiver and reimbursement of certain expenses) and Class A, B and 2 shares of
the Capital Fund and Investors Fund for certain periods of time ending December
31, 1998 and reflect the effects of the maximum applicable front end sales
charges and any applicable CDSCs payable by an investor under the Multiple
Pricing System.
ASIA GROWTH FUND
<TABLE>
<CAPTION>
FROM MAY 6, 1996
(COMMENCEMENT OF
OPERATIONS) THROUGH
DECEMBER 31, 1998
-------------------
<S> <C>
Class A...................................................................................... -35.87%
Class B...................................................................................... -35.14%
Class 2...................................................................................... -33.80%
Class O...................................................................................... -31.43%
</TABLE>
CAPITAL FUND
<TABLE>
<CAPTION>
FROM NOVEMBER 1, 1996
(COMMENCEMENT OF
OPERATIONS OF CLASS A, B
AND 2) THROUGH
DECEMBER 31, 1998
------------------------
<S> <C>
Class A................................................................................. 58.76%
Class B................................................................................. 62.73%
Class 2................................................................................. 64.15%
</TABLE>
HIGH YIELD BOND FUND
<TABLE>
<CAPTION>
FROM FEBRUARY 22, 1995
(COMMENCEMENT OF
OPERATIONS) THROUGH
DECEMBER 31, 1998
----------------------
<S> <C>
Class A................................................................................... 42.19%
Class B................................................................................... 42.15%
Class 2................................................................................... 43.56%
Class O................................................................................... 50.42%
</TABLE>
94
<PAGE>
INVESTORS FUND
<TABLE>
<CAPTION>
FROM JANUARY 3, 1995
(COMMENCEMENT OF
OPERATIONS OF CLASS A, B
AND 2) THROUGH
DECEMBER 31, 1998
------------------------
<S> <C>
Class A................................................................................. 141.56%
Class B................................................................................. 145.76%
Class 2................................................................................. 146.24%
</TABLE>
NATIONAL INTERMEDIATE MUNICIPAL FUND
<TABLE>
<CAPTION>
FROM FEBRUARY 22, 1995
(COMMENCEMENT OF
OPERATIONS) THROUGH
DECEMBER 31, 1998
----------------------
<S> <C>
Class A................................................................................... 21.62%
Class B................................................................................... 20.51%
Class 2................................................................................... 22.29%
Class O................................................................................... 28.33%
</TABLE>
SMALL CAP GROWTH FUND
<TABLE>
<CAPTION>
FROM JULY 1, 1998
(COMMENCEMENT OF
OPERATIONS) THROUGH
DECEMBER 31, 1998
-----------------------
<S> <C>
Class A................................................................................. 9.24%
Class B................................................................................. 10.50%
Class 2................................................................................. 13.44%
Class O................................................................................. 16.00%
</TABLE>
STRATEGIC BOND FUND
<TABLE>
<CAPTION>
FROM FEBRUARY 22, 1995
(COMMENCEMENT OF
OPERATIONS) THROUGH
DECEMBER 31, 1998
----------------------
<S> <C>
Class A................................................................................... 42.61%
Class B................................................................................... 42.21%
Class 2................................................................................... 43.82%
Class O................................................................................... 50.98%
</TABLE>
TOTAL RETURN FUND
<TABLE>
<CAPTION>
FROM SEPTEMBER 11, 1995
(COMMENCEMENT OF
OPERATIONS) THROUGH
DECEMBER 31, 1998
-----------------------
<S> <C>
Class A................................................................................. 50.59%
Class B................................................................................. 52.76%
Class 2................................................................................. 54.33%
Class O................................................................................. 61.78%
</TABLE>
95
<PAGE>
U.S. GOVERNMENT FUND
<TABLE>
<CAPTION>
FROM FEBRUARY 22, 1995
(COMMENCEMENT OF
OPERATIONS) THROUGH
DECEMBER 31, 1998
----------------------
<S> <C>
Class A................................................................................... 25.34%
Class B................................................................................... 24.99%
Class 2................................................................................... 26.60%
Class O................................................................................... 33.00%
</TABLE>
YIELD
With respect to the Cash Management Fund and the New York Municipal Money Market
Fund, yield quotations are expressed in annualized terms and may be quoted on a
compounded basis.
The current yield for each of the Cash Management Fund and the New York
Municipal Money Market Fund is computed by (a) determining the net change in the
value of a hypothetical pre-existing account in the Fund having a balance of one
share at the beginning of a seven calendar day period for which yield is to be
quoted; (b) dividing the net change by the value of the account at the beginning
of the period to obtain the base period return; and (c) annualizing the results
(i.e. multiplying the base period return by 365/7). The net change in the value
of the account reflects the value of additional shares, but does not include
realized gains and losses or unrealized appreciation and depreciation. In
addition, the Cash Management Fund may calculate a compound effective annualized
yield by adding 1 to the base period return (calculated as described above),
raising the sum to a power equal to 365/7 and subtracting 1.
For the seven-day period ended December 31, 1998 the annualized yield and
effective yield for each class of shares of the Cash Management Fund were 4.82%
and 4.94%, respectively. For the seven-day period ended December 31, 1998 the
annualized yield and effective yield for each class of shares of the New York
Municipal Money Market Fund were 3.69% and 3.76%, respectively. Because Class A,
B and C shares of the Cash Management Fund and the New York Municipal Money
Market Fund, like Class O shares, are not subject to any sales charges or
service or distribution fees, the yield and effective yield figures for each
class of shares of these Funds would be the same.
In periods of declining interest rates the yield of the Cash Management Fund and
the New York Municipal Money Market Fund will tend to be somewhat higher than
prevailing market rates on short-term obligations, and in periods of rising
interest rates the yield will tend to be somewhat lower. Also when interest
rates are falling, the inflow of net new money to the Cash Management Fund and
the New York Municipal Money Market Fund from the continuous sale of shares will
likely be invested in portfolio instruments producing lower yields than the
balance of these Funds' portfolios, thereby reducing these Funds' current
yields. In periods of rising interest rates, the opposite can be expected to
occur.
THIRTY DAY YIELD
Certain Funds may advertise the yields for each class of such Funds based on a
30-day (or one month) period according to the following formula:
2[(a-b + 1)'pp'6 - 1]
Yield = ----
cd
Where: a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period
that were entitled to receive dividends
d = the maximum offering price per share on the last day of the
period
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Under this formula, interest earned on debt obligations for purposes of 'a'
above, is calculated by (1) computing the yield to maturity of each obligation
held by the New York Municipal Bond Fund or the National Intermediate Municipal
Fund based on the market value of the obligation (including actual accrued
interest) at the close of business on the last day of each month, or, with
respect to obligations purchased during the month, the purchase price (plus
actual accrued interest), (2) dividing that figure by 360 and multiplying the
quotient by the market value of the obligation (including actual accrued
interest as referred to above) to determine the interest income on the
obligation in the Fund's portfolio (assuming a month of 30 days) and (3)
computing the total of the interest earned on all debt obligations during the
30-day or one month period. Any amounts representing sales charges will not be
included among these expenses; however, the New York Municipal Bond Fund and the
National Intermediate Municipal Fund will disclose the maximum sales charge as
well as any amount or specific rate of any nonrecurring account charges.
Undeclared dividends, computed in accordance with Commission guidelines, may be
subtracted from the maximum offering price calculation required pursuant to 'd'
above.
The thirty day yield of the National Intermediate Municipal Fund at December 31,
1998 was 3.35% for Class A, 2.76% for Class B, 2.75% for Class 2 and 3.77% for
Class O.
The tax equivalent yield of each of the New York Municipal Money Market Fund and
the National Intermediate Municipal Fund is computed by dividing that portion of
the respective Fund's yield (computed as described above for each Fund) that is
tax-exempt by one minus the stated combined regular federal income and, in the
case of the New York Municipal Money Market Fund the New York State personal
and, if applicable, New York City personal income tax rate and adding the result
to that portion, if any, of the yield of the Fund that is not tax-exempt.
The tax equivalent yield for Class O shares of the New York Municipal Money
Market Fund for the seven-day period ended December 31, 1998 was 7.41%. Because
Class A, B and 2 shares of the New York Municipal Money Market Fund, like Class
O Shares, are not subject to any sales charges or service or distribution fees,
the tax equivalent yield figures for Class A, B and 2 shares of the Fund would
be the same as those for Class O shares. The tax equivalent yield of the
National Intermediate Municipal Fund at December 31, 1998 was 5.55% for Class A,
4.57% for Class B, 4.55% for Class 2 and 6.24% for Class O.
Any quotation of performance stated in terms of yield (whether or not based on a
30-day period) will be given no greater prominence than the information
prescribed under Commission rules. In addition, all advertisements containing
performance data of any kind will include a legend disclosing that such
performance data represents past performance and that the investment return and
principal value of an investment will fluctuate so that an investor's shares,
when redeemed, may be worth more or less than their original cost.
SHAREHOLDER SERVICES
Exchange Privilege. Shareholders may exchange all or part of their Fund shares
for shares of the same class of other Funds in the Salomon Brothers Investment
Series, as indicated in the Prospectus, to the extent such shares are offered
for sale in the shareholder's state of residence.
The exchange privilege enables shareholders of a Fund to acquire shares in a
Fund with different investment objectives when they believe that a shift between
Funds is an appropriate investment decision. This privilege is available to
shareholders residing in any state in which the Fund shares being acquired may
legally be sold.
Exercise of the exchange privilege is treated as a sale and purchase for federal
income tax purposes and, depending on the circumstances, a short- or long-term
capital gain or loss may be realized. The price of the shares of the fund into
which shares are exchanged will be the new cost basis for tax purposes.
Upon receipt of proper instructions and all necessary supporting documents,
shares submitted for exchange are redeemed at the then-current net asset value
and the proceeds immediately invested in shares of the Fund being acquired at a
price equal to the then current net asset value of such shares plus any
applicable sales charge.
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All accounts involved in a telephone or telegram exchange must have the same
registration. If a new account is to be established, the dollar amount to be
exchanged must be at least as much as the minimum initial investment of the Fund
whose shares are being purchased. Any new account established by exchange will
automatically be registered in the same way as the account from which shares are
exchanged and will carry the same dividend option.
The exchange privilege is not designed for investors trying to catch short-term
savings in market prices by making frequent exchanges. A Fund reserves the right
to impose a limit on the number of exchanges a shareholder may make. Call or
write the applicable Fund for further details.
Automatic Withdrawal Plan. With respect to any Fund, an Automatic Withdrawal
Plan may be opened with an account having a minimum account value as described
in the Prospectus. All dividends and distributions on the shares held under the
Withdrawal Plan are automatically reinvested at net asset value in full and
fractional shares of the same class of a Fund. Withdrawal payments are made by
FDISG, formerly The Shareholders Services Group, Inc., as agent, from the
proceeds of the redemption of such number of shares as may be necessary to make
each periodic payment. As such redemptions involve the use of capital, over a
period of time they may exhaust the share balance of an account held under a
Withdrawal Plan. Use of a Withdrawal Plan cannot assure realization of
investment objectives, including capital growth or protection against loss in
declining markets. A Withdrawal Plan can be terminated at any time by the
investor, a Fund or FDISG upon written notice.
The Withdrawal Plan will not be carried over on exchanges between Funds or
classes. A new Withdrawal Plan application is required to establish the
Withdrawal Plan in the new Fund or class. For additional information,
shareholders should call (800) 446-1013 for more information.
Reinstatement Privilege. A shareholder may return any dividend, capital gain or
redemption check to a Fund within 60 days of the transaction and have it
reinvested at the applicable net asset value without incurring a sales charge.
With regard to Class A shares, a shareholder may reinstate at net asset value
any portion of shares which have been previously redeemed if the redemption
occurred within 60 days of the request. With regard to Class B and Class 2
shares, if an investor redeems Class B or Class 2 shares and pays a CDSC upon
redemption, and then uses those proceeds to purchase Class B or Class 2 shares
of any Fund within 60 days, the Class B or Class 2 shares purchased will be
credited with any CDSC paid in connection with the prior redemption. There are
no restrictions on the number of times a shareholder may use the Reinstatement
Privilege.
Any gain recognized on a redemption or repurchase is taxable despite the
reinstatement in the Fund. Any loss realized as a result of the redemption or
repurchase may not be allowed as a deduction for federal income tax purposes but
may be applied, depending on the amount reinstated, to adjust the cost basis of
the shares acquired upon reinstatement. In addition, if the shares redeemed or
repurchased had been acquired within the 60 days preceding the redemption or
repurchase, the amount of any gain or loss on the redemption or repurchase may
have to be computed without regard to any sales charges incurred on the redeemed
or repurchased shares (except to the extent those sales charges exceed the sales
charges waived in connection with the reinstatement).
Self Employed Retirement Plans. The Funds offer a prototype retirement plan for
self-employed individuals. Under such plan, self-employed individuals may
contribute out of earned income to purchase Fund shares.
Boston Safe Deposit and Trust Company ('Boston Safe') has agreed to serve as
custodian and furnish the services provided for in the plan and the related
custody agreement. Boston Safe will charge individuals adopting a self employed
retirement plan an application fee as well as certain additional fees for its
services under the custody agreement.
For information required for adopting a self employed retirement plan, including
information on fees, obtain the form of the plan and custody agreement available
from a Fund. Because application of particular tax provisions will vary
depending on each individual's situation, consultation with a financial adviser
regarding a self employed retirement plan is recommended.
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Individual Retirement Accounts. A prototype individual retirement account
('IRA') is available, which has been approved as to form by the IRS.
Contributions to an IRA made available by a Fund may be invested in shares of
such Fund and/or certain other mutual funds managed by SBAM.
Boston Safe has agreed to serve as custodian of the IRA and furnish the services
provided for in the custody agreement. Boston Safe will charge each IRA an
application fee as well as certain additional fees for its services under the
custody agreement. In accordance with IRS regulations, an individual may revoke
an IRA within seven calendar days after it is established.
Contributions in excess of allowable limits, premature distributions to an
individual who is not disabled before age 59 1/2 or insufficient distributions
after age 70 1/2 will generally result in substantial adverse tax consequences.
For information required for adopting an IRA, including information fees,
investors may obtain the form of custody agreement and related materials,
including disclosure materials, by calling (800) 446-1013. Consultation with a
financial adviser regarding an IRA is recommended.
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ACCOUNT SERVICES
Shareholders of each Fund are kept informed through semi-annual reports showing
current investments and other financial data for such Fund. Annual reports for
all Funds include audited financial statements. Shareholders of each Fund will
receive a Statement of Account following each share transaction, except for
shareholders of the Cash Management Fund and the National Intermediate Municipal
Fund who will receive a Statement of Account at least monthly showing
transactions in the account, the total number of shares owned, and any dividends
or distributions paid. Shareholders can write or call a Fund at the address and
telephone number on the first page of this Prospectus with any questions
relating to their investment in shares of such Fund.
CAPITAL STOCK
The Series Funds was incorporated in Maryland on April 17, 1990. The authorized
capital stock of the Series Funds consists of 10,000,000,000 shares having a par
value of $.001 per share. Pursuant to the Series Funds Articles of Incorporation
and Articles Supplementary, the Directors have authorized the issuance of ten
series of shares, each representing shares in one of ten separate Funds; namely,
Asia Growth Fund, Cash Management Fund, High Yield Bond Fund, Institutional
Money Market Fund (formerly, the U.S. Treasury Securities Money Market Fund),
National Intermediate Municipal Fund, New York Municipal Money Market Fund,
Small Cap Growth Fund, Strategic Bond Fund, Total Return Fund, and the U.S.
Government Income Fund. The assets of each Fund are segregated and separately
managed. The Series Funds' Board of Directors may, in the future, authorize the
issuance of additional classes of capital stock representing shares of
additional investment portfolios.
The Investors Fund was incorporated in Maryland on April 2, 1958. The authorized
capital stock of the Fund consists of 50,000,000 shares having a par value of
$1.00 per share.
The Capital Fund was incorporated in Maryland on August 23, 1976. The authorized
capital of the Fund consists of 25,000,000 shares having a par value of $.001
per share.
As of February 12, 1999, Northstar Advantage Funds own more than 25% of the
outstanding voting securities of Cash Management Fund and Citigroup and its
affiliates own a significant percentage of the outstanding shares of certain
classes of each Fund, except the Investors Fund, and consequently, each may be
deemed to be a 'control person,' as defined in the 1940 Act, of such Funds.
Although each Fund is offering only its own shares, it is possible that a Fund
could become liable for a misstatement in the Prospectus and the SAI about
another Fund. The Directors of the Series Funds, the Investors Fund and the
Capital Fund have considered this factor in approving the use of a combined
Prospectus and the SAI.
Shares of each class of a Fund represent interests in that Fund in proportion to
each share's net asset value. The per share net asset value of each class of
shares in a Fund is calculated separately and may differ as between classes as a
result of the differences in distribution and service fees payable by the
classes and the allocation of certain incremental class-specific expenses to the
appropriate class to which such expenses apply.
All shares of each Fund have equal voting rights and will be voted in the
aggregate, and not by series or class, except where voting by series or class is
required by law or where the matter involved affects only one series or class.
Each shareholder is entitled to cast, at all meetings of shareholders, such
number of votes as is equal to the number of full and fractional shares held by
such shareholder. All shares of each Fund will, when issued, be fully paid and
nonassessable. Under the corporate law of Maryland, the state of incorporation
of the Series Funds, the Investors Fund and the Capital Fund, and the By-Laws of
each of the Series Funds, the Investors Fund and the Capital Fund, neither the
Series Funds, the Investors Fund nor the Capital Fund is required and does not
currently intend to hold annual meetings of shareholders for the election of
directors except as required under the 1940 Act.
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Shares of each class of each Fund are entitled to such dividends and
distributions out of the assets belonging to that class as are declared in the
discretion of the applicable Board of Directors. In determining the net asset
value of a class of a Fund, assets belonging to a particular class are credited
with a proportionate share of any general assets of the Fund not belonging to a
particular class and are charged with the direct liabilities in respect of that
class of the Fund and with a share of the general liabilities of the investment
company which are normally allocated in proportion to the relative net asset
values of the respective classes of the Funds at the time of allocation.
In the event of the liquidation or dissolution of the investment company, shares
of each class of a Fund are entitled to receive the assets attributable to it
that are available for distribution, and a proportionate distribution, based
upon the relative net assets of the classes of each Fund, of any general assets
not attributable to a portfolio that are available for distribution.
Shareholders are not entitled to any preemptive rights. All shares, when issued,
will be fully paid, non-assessable, fully transferable and redeemable at the
option of the holder.
Subject to the provisions of the applicable investment company's charter,
determinations by the Board of Directors as to the direct and allocable
liabilities and the allocable portion of any general assets of the investment
company, with respect to a particular Fund or class are conclusive.
The shares of the Investors Fund and Capital Fund have non-cumulative voting
rights. This means that the holders of more than 50% of the shares voting for
the election of directors can elect 100% of the directors, if they choose to do
so. In such event, the holders of the remaining less than 50% of the shares
voting for such election will not be able to elect any person or persons to the
Board of Directors.
As used in this SAI and the Prospectus, the term 'majority', when referring to
the approvals to be obtained from shareholders in connection with matters
affecting a particular Fund or any other single portfolio (e.g., approval of
investment management contracts) or any particular class (e.g., approval of
plans of distribution) and requiring a vote under the 1940 Act means the vote of
the lesser of: (i) 67% of the shares of that particular portfolio or class, as
appropriate, represented at a meeting if the holders of more than 50% of the
outstanding shares of such portfolio or class, as appropriate, are present in
person or by proxy; or (ii) more than 50% of the outstanding shares of such
portfolio or class, as appropriate.
CUSTODIAN AND TRANSFER AGENT
PNC Bank, N.A. ('PNC'), located at Airport Business Center, International Court
2, 200 Stevens Drive, Lester, Pennsylvania 19133, currently serves as custodian
for each Fund except the Asia Growth Fund. The Chase Manhattan Bank, N.A.,
located at Chase Metrotech Center, Brooklyn, NY, serves as custodian for Asia
Growth Fund and together with PNC in its capacity as custodian, the
'Custodian'). The Custodian, among other things: maintains a custody account or
accounts in the name of each Fund; receives and delivers all assets for each
Fund upon purchase and upon sale or maturity; collects and receives all income
and other payments and distributions on account of the assets of each Fund; and
makes disbursements on behalf of each Fund. The custodian neither determines the
Funds' investment policies, nor decides which securities each Fund will buy or
sell. For its services, the custodian receives a monthly fee based upon the
daily average market value of securities held in custody and also receives
securities transaction charges, including out-of-pocket expenses. A Fund may
also periodically enter into arrangements with other qualified custodians with
respect to certain types of securities or other transactions such as repurchase
agreements or derivatives transactions.
FDISG, a subsidiary of First Data Corporation, located at P.O. Box 9764,
Providence, RI 02940-9764, serves as each Fund's transfer agent. As a Fund's
transfer agent, FDISG: registers and processes transfers of the Fund's stock,
processes purchase and redemption orders, acts as dividend disbursing agent for
the Fund and maintains records and handles correspondence with respect to
shareholder accounts, pursuant to a transfer agency agreement. For these
services, FDISG receives
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a monthly fee computed separately for each class of a Fund's shares and is
reimbursed separately by each class for out-of-pocket expenses.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP ('PricewaterhouseCoopers') provides audit services,
tax return preparation and assistance and consultation in connection with review
of Commission filings. The financial statements and financial highlights
incorporated by reference in the Prospectus and SAI have been so incorporated by
reference in reliance on the report of PricewaterhouseCoopers, independent
accountants, given on the authority of that firm as experts in auditing and
accounting. PricewaterhouseCoopers' address is 1177 Avenue of the Americas, New
York, New York 10036.
COUNSEL
Simpson Thacher & Bartlett serves as counsel to each Fund, and is located at 425
Lexington Avenue, New York, New York 10017-3909.
Piper & Marbury L.L.P. of Baltimore, Maryland has issued an opinion regarding
the valid issuance of shares being offered for sale pursuant to the Funds'
Prospectuses.
FINANCIAL STATEMENTS
The audited financial statements of each of Asia Growth Fund, Capital Fund, Cash
Management Fund, High Yield Bond Fund, Investors Fund, National Intermediate
Municipal Fund, New York Municipal Money Market Fund, Strategic Bond Fund, Total
Return Fund, U.S. Government Income Fund and Small Cap Growth Fund for the
fiscal year ended December 31, 1998 contained in the 1998 Annual Report of the
Investment Series, are incorporated by reference into this SAI.
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APPENDIX A
SPECIAL INVESTMENT CONSIDERATIONS RELATING TO
NEW YORK MUNICIPAL OBLIGATIONS
Some of the significant financial considerations relating to the investments of
the New York Municipal Money Market Fund in New York municipal securities are
summarized below. The following information constitutes only a brief summary,
does not purport to be a complete description and is largely based on
information drawn from official statements relating to securities offerings of
New York municipal obligations available as of the date of this Statement of
Additional Information. The accuracy and completeness of the information
contained in such offering statements has not been independently verified.
NEW YORK STATE
New York State Financing Activities. There are a number of methods by which New
York State (the 'State') may incur debt. Under the State Constitution, the State
may not, with limited exceptions for emergencies, undertake long-term general
obligation borrowing (i.e., borrowing for more than one year) unless the
borrowing is authorized in a specific amount for a single work or purpose by the
New York State Legislature (the 'Legislature') and approved by the voters. There
is no limitation on the amount of long-term general obligation debt that may be
so authorized and subsequently incurred by the State. With the exception of
general obligation housing bonds (which must be paid in equal annual
installments or installments that result in substantially level or declining
debt service payments, within 50 years after issuance, commencing no more than
three years after issuance), general obligation bonds must be paid in equal
annual installments or installments that result in substantially level or
declining debt service payments, within 40 years after issuance, beginning not
more than one year after issuance of such bonds.
The State may undertake short-term borrowings without voter approval (i) in
anticipation of the receipt of taxes and revenues, by issuing tax and revenue
anticipation notes ('TRANs'), and (ii) in anticipation of the receipt of
proceeds from the sale of duly authorized but unissued bonds, by issuing bond
anticipation notes ('BANs'). TRANs must mature within one year from their dates
of issuance and may not be refunded or refinanced beyond such period. BANS may
only be issued for the purposes and within the amounts for which bonds may be
issued pursuant to voter authorizations. Such BANs must be paid from the
proceeds of the sale of bonds in anticipation of which they were issued or from
other sources within two years of the date of issuance or, in the case of BANs
for housing purposes, within five years of the date of issuance.
The State may also, pursuant to specific constitutional authorization, directly
guarantee certain public authority obligations. The State Constitution provides
for the State guarantee of the repayment of certain borrowings for designated
projects of the New York State Thruway Authority, the Job Development Authority
and the Port Authority of New York and New Jersey. The State has never been
called upon to make any direct payments pursuant to such guarantees. The
State-guaranteed bonds of the Port Authority of New York and New Jersey were
fully retired on December 31, 1996. State-guaranteed bonds issued by the Thruway
Authority were fully retired on July 1, 1995.
In February 1997, the Job Development Authority ('JDA') issued approximately $85
million of State-guaranteed bonds to refinance certain of its outstanding bonds
and notes in order to restructure and improve JDA's capital structure. Due to
concerns regarding the economic viability of its programs, JDA's loan and loan
guarantee activities had been suspended since the Governor took office in 1995.
As a result of the structural imbalances in JDA's capital structure, and
defaults in its loan portfolio and loan guarantee program incurred between 1991
and 1996, JDA would have experienced a debt service cash flow shortfall had it
not completed its recent refinancing. JDA anticipates that it will transact
additional refinancings in 1999, 2000 and 2003 to complete its long-term plan of
finance and further alleviate cash flow imbalances which are likely to occur in
future years. JDA recently resumed its lending activities under a revised set of
lending programs and underwriting guidelines.
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The State employs additional long-term financing mechanisms, lease-purchase and
contractual-obligation financing, which involve obligations of public
authorities or municipalities that are State-supported but not general
obligations of the State. Under these financing arrangements, certain public
authorities and municipalities have issued obligations to finance the
construction and rehabilitation of facilities or the acquisition and
rehabilitation of equipment and expect to meet their debt service requirements
through the receipt of rental or other contractual payments made by the State.
Although these financing arrangements involve a contractual agreement by the
State to make payments to a public authority, municipality or other entity, the
State's obligation to make such payments is generally expressly made subject to
appropriation by the Legislature and the actual availability of money to the
State for making the payments. The State has also entered into a
contractual-obligation financing arrangement with the New York Local Government
Assistance Corporation ('LGAC') to restructure the way the State makes certain
local aid payments.
The State participates in the issuance of Certificates of Participation ('COPs')
in a pool of leases entered into by the State's Office of General Services on
behalf of several State departments and agencies interested in acquiring
operational equipment, or in certain cases, real property. Legislation enacted
in 1986 established restrictions upon and centralized State control, through the
Comptroller and the Director of the Budget, over the issuance of COPs
representing the State's contractual obligation, subject to annual appropriation
by the Legislature and availability of money, to make installment or
lease-purchase payments for the State's acquisition of such equipment or real
property.
The State also employs moral obligation financing. Moral obligation financing
generally involves the issuance of debt by a public authority to finance a
revenue-producing project or other activity. The debt is secured by project
revenues and statutory provisions requiring the State, subject to appropriation
by the Legislature, to make up any deficiencies which may occur in the issuer's
debt service reserve fund. There has never been a default on any moral
obligation debt of any public authority although there can be no assurance that
such a default will not occur in the future.
Payments of debt service on State general obligation and State-guaranteed bonds
and notes are legally enforceable obligations of the State. The State has never
defaulted on any of its general obligation indebtedness or its obligations under
lease-purchase or contractual-obligation financing arrangements and has never
been called upon to make any direct payments pursuant to its guarantees although
there can be no assurance that such a default or call will not occur in the
future.
The proposed 1997-98 through 2002-2003 Capital Program and Financing Plan was
released with the 1998-99 Executive Budget on January 20, 1998. As part of the
Plan, changes were proposed to the State's 1997-98 borrowing plan, including:
delay of the issuance of COPs to finance welfare information systems through
1998-99 to permit a thorough assessment of needs; and the elimination of
issuances for the CEFAP to reflect the proposed conversion of that bond-financed
program pay-as-you-go financing.
In addition to the arrangements described above, State law provides for the
creation of State municipal assistance corporations, which are public
authorities established to aid financially troubled localities. The Municipal
Assistance Corporation for The City of New York ('MAC') was created to provide
financing assistance to New York City (the 'City'). To enable MAC to pay debt
service on its obligations, MAC receives, subject to annual appropriation by the
Legislature, receipts from the 4% New York State Sales Tax for the benefit of
New York City, the State-imposed stock transfer tax and, subject to certain
prior liens, certain local assistance payments otherwise payable to the City.
The legislation creating MAC also includes a moral obligation provision. Under
its enabling legislation, MAC's authority to issue bonds and notes (other than
refunding bonds and notes) expired on December 31, 1984. In 1995, the State
created the Municipal Assistance Corporation for the City of Troy ('Troy MAC').
The bonds issued by Troy MAC, however, do not include moral obligation
provisions.
The 1999-2000 State Financial Plan. The State's 1999-2000 fiscal year commenced
on April 1, 1999 and ends on March 31, 2000. A final State Budget for
the1999-2000 fiscal year has not yet been adopted by the Legislature. Governor
George E. Pataki submitted emergency appropriation
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legislation on March 30, 1999 to fund State obligations and scheduled local
assistance payments beginning April 1, 1999. The legislation provided $4.05
billion in appropriation authority to support various obligations, such as State
aid to local governments and State employee payrolls. On April 27, 1999,
Governor Pataki submitted another interim appropriation legislation, providing
$3.18 billion in appropriation authority, which became effective on April 26,
1999 and will end on May 9, 1999.
The State Financial Plan is projected to be balanced on a cash basis. However,
there can be no assurance that the State Financial Plan will continue to be in
balance. On February 12, 1999, the State issued a revised cash-basis Financial
Plan for the 1999-2000 fiscal year that reflected the Governor's amendments to
his 1999-2000 Executive Budget. The revised Financial Plan projects total
General Fund disbursements and transfers to other funds of $37.14 billion in
1999-2000, a net increase of $42 million over the amount estimated in the
Executive Budget. The revised estimate reflects $81 million in new funding for
school districts, $13 million for the Department of Law, $5 million to offset
the loss of budgeted federal funding in the Department of Corrections and $11
million in projected spending for other initiatives. These increases are
partially offset by $8 million in lower projected social service costs, $15
million from projected lower spending on fringe benefits for State employees and
$45 million in one-time savings from permanently deferring one month of
Supplemental Security Income payments.
The State also revised its receipts forecast for 1999-2000 in conjunction with
the Governor's 30-day amendments. The revised forecast projects total General
Fund receipts and transfers from other funds of $38.81 billion in 1999-2000, a
net increase of $146 million over the amount estimated in the Executive Budget.
Projected receipts in all categories have been raised, with the largest
increases in personal income taxes ($49 million), miscellaneous receipts ($35
million) and business taxes ($31 million). The State proposes reserving $100
million of these additional receipts to cover the potential costs in 1999-2000
of possible new collective bargaining agreements with State employee unions.
Most of the remaining receipts would finance the $42 million in net new spending
described above, with a balance of $4 million earmarked for the tax reduction
reserve that was proposed in the Executive Budget. The change in estimated
receipts for 1999-2000 is based primarily on a revised economic forecast.
The State now projects a closing General Fund balance of $2.47 billion in
1999-2000, an increase of $104 million from the Executive Budget estimate. The
change reflects a projected $100 million reserve for possible collective
bargaining costs in 1999-2000 and an additional $4 million earmarked for the tax
reduction reserve proposed in the Executive Budget. It should be noted that the
projected closing fund balance will change if, as expected, the State draws on
the reserve for collective bargaining in 1999-2000 to cover the initial costs of
possible new agreements.
Many complex political, social and economic forces influence the State's economy
and finances, which may in turn affect the State's Financial Plan. These forces
may affect the State unpredictably from fiscal year to fiscal year and are
influenced by governments, institutions and organizations that are not subject
to the State's control. The State Financial Plan is also necessarily based upon
forecasts of national and State economic activity. Economic forecasts, however,
have frequently failed to predict accurately the timing and magnitude of changes
in the national and the State economies.
Despite recent budgetary surpluses recorded by the State, State actions
affecting the level of receipts and disbursements, the relative strength of the
State and regional economy, actions of the federal government and other factors
have created structural budget gaps for the State. These gaps resulted from a
significant disparity between recurring revenues and the costs of maintaining or
increasing the level of support for State programs. To address a potential
imbalance in any given fiscal year, the State is required to take actions to
increase receipts and/or reduce disbursements as it enacts the budget for that
year, and under the State Constitution, the Governor is required to propose a
balanced budget each year. There can be no assurance, however, that the
Legislature will enact the Governor's proposals or that the State's actions will
be sufficient to preserve budgetary balance in a given fiscal year or to align
recurring receipts and disbursements in future fiscal years. For example, the
fiscal effects of tax reductions adopted in the last several fiscal years
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(including 1998-99) are projected to grow more substantially beyond the
1999-2000 fiscal year, with the incremental annual cost of all currently enacted
tax reductions estimated at over $4 billion by the time they are fully effective
in State fiscal year 2002-03. These actions will place pressure on future budget
balance in New York State.
Projected Budget Gaps for 2000-01 and 2001-02. The revised Financial Plan
projects a budget gap of $1.14 billion in 2000-01, $30 million higher than the
Executive Budget estimate. The full annual cost of the additional school aid
proposed as an amendment to the 1999-2000 Executive Budget, offset in part by
higher projected receipts and lower estimated welfare spending, accounts for the
net increase. The projected gap for 2001-02 remains essentially unchanged from
the Executive Budget, declining by $5 million to $2.07 billion. The State has
reached a tentative agreement with the Civil Service Employees Association
(CSEA) on a new four-year labor contract. If this agreement is ratified by CSEA
and approved by the Legislature, and the terms of that contract applied to the
entire Executive Branch workforce, the State estimates that the budget gaps
would increase by $275 million in 2000-01 and $475 million in 2001-02.
Special Considerations. The Division of the Budget believes the projections of
receipts and disbursements in the revised Financial Plan, and the assumptions on
which they are based, are reasonable. The State continues to be subject to all
the risks described in the section entitled 'Special Considerations' in the
third quarterly update to the AIS. The Division of the Budget believes that the
revised economic and receipts forecast underlying the Financial Plan does not
materially alter the risks to the State described in the third quarterly update
to the AIS.
Outyear Projections of Receipts and Disbursements. In recent years, the State
has closed projected budget gaps of $5.0 billion (1995-96), $3.9 billion
(1996-97), $2.3 billion (1997-98) and less than $1 billion (1998-99). The State,
as a part of the 1998-99 Executive Budget projections submitted to the
Legislature in February 1998, projected a 1999-2000 General Fund budget gap of
approximately $1.7 billion and a 2000-01 gap of $3.7 billion. As a result of
changes made in the 1998-99 enacted budget, the 1999-2000 gap is now expected to
be roughly $1.3 billion, or about $400 million less than previously projected,
after application of reserves created as part of the 1998-99 budget process.
Such reserves would not be available against subsequent year imbalances. The
State projects budget gaps of $1.1 billion in 2000-01 and $2.08 billion in
2001-02. The gap estimates assume that the Legislature will enact the 1999-2000
Executive Budget and accompanying legislation in its entirety. The gaps also
assume $500 million in annual spending efficiencies, which is comparable to the
State's assumptions in previous years.
Sustained growth in the State's economy could contribute to closing projected
budget gaps over the next several years, both in terms of higher-than-projected
tax receipts and in lower-than-expected entitlement spending. however, the
State's projections in 1999-2000 currently assume actions to achieve $600
million in lower disbursements and $250 million in additional receipts from the
settlement of State claims against the tobacco industry. Consistent with past
practice, the projections do not include any costs associated with new
collective bargaining agreements after the expiration of the current round of
contracts at the end of the 1998-99 fiscal year.
The State plans to use the $1.79 billion tax reduction reserve to offset the
incremental loss of tax receipts beginning in 2000-01. The State Financial Plan
currently assumes that $589 million of the reserves, or about one-third of the
amount available, will be applied in 2000-01, with the remaining $1.2 billion
used in 2001-02. The State may alter how it apportions the reserves across the
outyears to ensure that enacted tax cuts go forward on schedule. General Fund
receipts fall to an estimated in $35.99 billion in 2000-01, reflecting the
incremental impact of already enacted tax reductions, the impact of prior refund
reserve transactions and the earmarking of receipts for dedicated highway
purposes. Receipts are projected to grow modestly to $36.02 billion in 2001-02,
again reflecting the impact of enacted tax cuts on normal receipts growth, as
well as the incremental impact of tax reductions recommended with the Budget.
The STAR program, which dedicates a portion of personal income tax receipts to
fund school tax reductions, has a significant impact on General Fund receipts.
General Fund receipts in 1999-2000 will reflect the next stage of the STAR
property tax reduction program as well as the continuing impact of earlier tax
reduction accomplishments. STAR is projected to reduce personal income tax
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revenues available to the General Fund by an estimated $1.3 billion in 2000-01.
In addition, this year's Executive Budget reflects several tax reduction
proposals that have only a modest impact on 1999-2000 receipts but will reduce
receipts by $1 billion when fully phased in. Disbursement projections for the
outyears currently assume additional outlays for school aid, Medicaid, welfare
reform, mental health community reinvestment and other multi-year spending
commitments in law.
Uncertainties with regard to the economy, as well as the outcome of certain
litigation now pending against the State, could produce adverse effects on the
State's projections of receipts and disbursements. For example, changes to
current levels of interest rates or deteriorating world economic conditions
could have an adverse effect on the State economy and produce results in the
current fiscal year that are worse than predicted. Similarly, adverse judgments
in legal proceedings against the State could exceed amounts reserved in the
1999-2000 Financial Plan for payment of such judgments and produce additional
unbudgeted costs to the State.
In recent years, including this year, the State has failed to adopt a budget
prior to the beginning of its fiscal year. A delay in the adoption of the
State's budget beyond the statutory April 1 deadline could delay the projected
receipt by the City of State aid, and there can be no assurance that State
budgets in future fiscal years will be adopted by the April 1 statutory
deadline.
Year 2000 Compliance. New York State is currently addressing 'Year 2000' data
processing compliance issues. The Year 2000 compliance issue ('Y2K') arises
because most computer software programs allocate two digits to the data field
for 'year'on the assumption that the first two digits will be '19'. Y2K could
impact both the ability to enter data into computer programs and the ability of
such programs to correctly process data.
In 1996, the State created the Office for Technology ('OFT') to help address
statewide technology issues, including the Year 2000 issue. OFT has estimated
that investments of at least $140 million will be required to bring
approximately 350 State mission-critical and high-priority computer systems not
otherwise scheduled for replacement into Year 2000 compliance, and the State is
planning to spend $100 million in the 1998-99 fiscal year for this purpose. The
enacted budget also continues funding for major systems scheduled for
replacement, including the State payroll, civil service, tax and finance and
welfare management systems, for which Year 2000 compliance is included as a part
of the project.
OFT is monitoring compliance on a quarterly basis and is providing assistance
and assigning resources to accelerate compliance for mission critical systems,
with most compliance testing expected to be completed by mid-1999. There can be
no guarantee, however, that all of the State's mission-critical and
high-priority computer systems will be Year 2000 compliant and that there will
not be an adverse impact upon State operations or State finances as a result.
Government Funds Comprising the State Financial Plan. Four governmental fund
types comprise the State Financial Plan: the General fund, the Special Revenue
Funds, the Capital Projects funds and the Debt Service funds.
General Fund. The General Fund is the principal operating fund of the State and
is used to account for all financial transactions, except those required to be
accounted for in another fund. It is the State's largest fund and receives
almost all State taxes and other resources not dedicated to particular purposes.
General Fund moneys are also transferred to other funds, primarily to support
certain capital projects and debt service payments in other fund types. In the
State's 1999-2000 fiscal year, the General Fund is expected by the State to
account for approximately 47 percent of all governmental funds disbursements and
70 percent of total State Funds disbursements.
After two years of record increases, General Fund spending for school aid is
projected at $9.99 billion in 1999-2000 (on a State fiscal year basis), an
increase of $292 million (3.0 percent) from the current year. Medicaid spending
is estimated to total $5.50 billion in 1999-2000, a modest decline of $87
million or 1.6 percent from 1998-99. Spending on welfare is projected at $1.49
billion, a decline of $47 million (2.7 percent) from 1998-99. Since 1994-95,
State spending on welfare has fallen by $709 million, or 32 percent, driven by
sweeping welfare changes initiated at the State and Federal levels and a large,
steady decline in the number of people receiving benefits. Local assistance
spending for Children and Families Services is projected at $864 million in
1999-
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2000, down $42 million (4.7 percent) from 1998-99. In Mental Health, the State
will spend $619 million in 1999-2000, an increase of $40 million (7 percent)
over 1998-99, including $23 million in additional funding for the Community
Reinvestment Program. The spending increase of $17 million, to $576 million, for
Mental Retardation and Developmental Disabilities reflects more than $52 million
in increased funding, net of growth of $35.6 million in Federal offsets.
Spending for all other local assistance programs will total $5.72 billion in
1999-2000, a decline of $226 million from 1998-99. Lower spending of $175
million for legislative member items in 1999-2000 accounts for the majority of
the year-to-year change. State operations reflect the costs of running the
Executive, Legislative and Judicial branches of government. Spending in this
category is projected to increase by $225 million or 3.4 percent above 1998-99.
Personal service costs are projected to be $5.01 billion, an increase of $128
million from 1998-99. Nonpersonal service is projected to be $1.87 billion, with
the increase of $97 million used primarily to fund Year 2000 compliance and
related activities in the Office for Technology. Total spending in General State
Charges is projected to grow by $47 million (2.1 percent) in 1999-2000.
In 1999-2000, the Financial Plan assumes that $80 million in Community Projects
spending will occur, exhausting available appropriations for this fund. The
State will use the remaining balance ($146 million), against which there are no
appropriations as a result of the Governor's vetoes last year, to fund
operations in 1999-2000.
Transfers in support of capital projects for 1999-2000 are estimated to total
$438 million and are comprised of two components: $188 million for direct
capital spending to finance a variety of recreational, educational and cultural
projects and $250 million for the second deposit to the Debt Reduction Reserve
Fund ('DRRF'). Other transfers decline by $71 million from 1998-99, as the
one-time transfers in the current year for the Lottery and Oil Spill Funds do
not recur in 1999-2000.
The 1999-2000 Financial Plan relies on $33 million in non-recurring resources,
the lowest level ever reported. In 1999-2000, the largest one-time resource will
consist of a $15 million loan repayment from the Long Island Power Authority.
The remaining amounts include various routine fund sweeps and transfers to the
General Fund that occur each year.
Special Revenue Funds. Special Revenue Funds are used to account for the
proceeds of specific revenue sources such as federal grants that are legally
restricted, either by the Legislature or outside parties, to expenditures for
specified purposes. Special Revenue Funds spending is projected at $30.54
billion in 1999-2000. This includes $8.61 billion from Special Revenue Funds
containing State revenues and $21.93 billion from funds containing Federal
grants, primarily for social welfare programs. Total disbursements for programs
supported by Federal grants account for approximately three-quarters of all
spending in the Special Revenue fund type. Federal Special Revenue Funds
disbursements are estimated at $21.93 billion, an increase of $222 million or
1.0 percent from 1998-99. The higher spending is primarily due to increases in
Education ($170 million), Children and Families ($123 million), Child Health
Plus ($96 million) and Labor ($89 million), offset by a decrease in Welfare
($259 million). The single largest program in this Fund group is Medicaid, which
comprises 61 percent of Federal aid spending. The Budget projects $13.55 billion
in total Federal Medicaid reimbursements, a decrease of $57 million from
1998-99. This decrease is primarily due to the cost containment measures
recommended with the Budget.
Disbursements in State Special Revenue Funds are projected at $8.61 billion, an
increase of $315 million or 3.8 percent from 1998-99. The STAR program, which
increases by $638 million from 1998-99, accounts for most of the year-to-year
growth. The elimination of medical provider assessments on April 1, 1999
partially offsets this growth.
Capital Projects Funds. Capital Projects Funds account for the financial
resources used in the acquisition, construction or rehabilitation of major State
capital facilities and for capital assistance grants to certain local
governments or public authorities. This fund type consists of the Capital
Projects Fund, which is supported by tax dollars transferred from the General
Fund and various other capital funds established to distinguish specific capital
construction purposes supported by other revenues.
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Capital Projects Funds spending in fiscal year 1999-2000 is projected at $4.4
billion, an increase of $145 million from last year. The major components of
this expected growth were transportation and environmental programs, including
continued increased spending for 1996 Clean Water/Clean Air Bond Act projects
and higher projected disbursements from the Environmental Protection Fund (EPF).
Another significant component of this projected increase is in the area of
public protection, primarily for facility rehabilitation and construction of
additional prison capacity.
Debt Service Funds. Debt Service Funds are used to account for the payment of
principal of, and interest on, long-term debt of the State and to meet
commitments under lease-purchase and other contractual-obligation financing
arrangements. These Funds were expected to comprise 3.8 percent of total
governmental fund receipts and disbursements in the 1998-99 fiscal year.
Receipts in these Funds in excess of debt service requirements are transferred
to the General Fund and Special Revenue Funds, pursuant to law.
The Debt Service Fund type consists of the General Debt Service Fund, which is
supported primarily by tax dollars transferred from the General Fund, and other
funds established to accumulate moneys for the payment of debt service. Total
disbursements from the Debt Service Fund type are estimated at $3.68 billion in
1999-2000, an increase of $384 million from 1998-99 levels. Of the increase,
$131 million was dedicated to transportation purposes, including debt service on
bonds issued for State and local highway and bridge programs financed through
the New York State Thruway Authority and supported by the Dedicated Highway and
Bridge Trust Fund. Another $80 million was for education purposes, including
State and City University programs financed through the Dormitory Authority of
the State of New York (DASNY). The remainder was for a variety of programs in
such areas as mental health and corrections and for general obligation
financings.
Prior Fiscal years. New York State's financial operations have improved during
recent fiscal years. During the period 1989-90 through 1991-92, the State
incurred General Fund operating deficits that were closed with receipts from the
issuance of TRANs. A national recession, followed by the lingering economic
slowdown in the New York and regional economy, resulted in repeated shortfalls
in receipts and three budget deficits during those years. During its last six
fiscal years, however, the State has recorded balanced budgets on a cash basis,
with positive fund balances as described below. There can be no assurance,
however, that such trends will continue.
Fiscal Year 1998-99. The State ended its 1998-99 fiscal year on March 31, 1999
in balance on a cash basis, with a General Fund cash surplus as reported by DOB
of approximately $1.82 billion. The cash surplus was derived primarily from
lower than anticipated federal spending due largely to variations in the timing
of receipts from the federal government, lower than anticipated spending on
capital projects due to a variety of factors affecting the timing of
construction projects and timing delays in the start-up of new programs across
various state agencies. The State had an approximate closing balance in the
General Fund of $806 million: $473 million in the Tax Stabilization Reserve Fund
('TSRF'), after a fourth consecutive deposit of $73 million at the close of the
fiscal year; $107 million in the Contingency Reserve Fund ('CRF'), following a
planned $32 million deposit in 1998-99; and, approximately $226 million in the
Community Projects Fund. Final results for the 1998-99 fiscal year indicate
total General Fund spending of $36.6 billion.
Fiscal Year 1997-98. The State ended its 1997-98 fiscal year on March 31, 1998
in balance on a cash basis, with a General Fund cash surplus as reported by DOB
of approximately $2.04 billion. The cash surplus was derived primarily from
higher-than-anticipated receipts and lower spending on welfare, Medicaid and
other entitlement programs.
The General Fund had a closing balance of $638 million, an increase of $205
million from the prior fiscal year. The balance was held in three accounts
within the General Fund: the TSRF, the CRF and the CPF. The TSRF closing balance
was $400 million, following a required deposit of $15 million (repaying a
transfer made in 1991-92) and an extraordinary deposit of $68 million made from
the 1997-98 surplus. The CRF closing balance was $68 million, following a $27
million deposit from the surplus. The CPF, which finances legislative
initiatives, closed the fiscal year with a balance of $170 million, an increase
of $95 million. The General Fund closing balance did not
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include $2.39 billion in the tax refund reserve account, of which $521 million
was made available as a result of the LGAC financing program and was required to
be on deposit on March 31, 1998.
General Fund receipts and transfers from other funds for the 1997-98 fiscal year
(including net tax refund reserve account activity) totaled $34.55 billion, an
annual increase of $1.51 billion, or 4.57 percent over 1996-97. General Fund
disbursements and transfers to other funds were $34.35 billion, an annual
increase of $1.45 billion or 4.41 percent.
Fiscal year 1996-97. The State ended its 1996-97 fiscal year on March 31, 1997
in balance on a cash basis, with a General Fund cash surplus as reported by DOB
of approximately $1.42 billion. The cash surplus was derived primarily from
higher-than-expected revenues and lower-than-expected spending for social
services programs.
The General Fund closing fund balance was $433 million, an increase of $146
million from the 1995-96 fiscal year. Of that amount, $317 million was in the
TSRF, after a required deposit of $15 million and an additional deposit of $65
million in 1996-97. In addition, $41 million was deposited in the CRF. The
remaining $75 million reflected amounts then on deposit in the Community
Projects Fund. The General Fund closing fund balance did not include $1.86
billion in the tax refund reserve account, of which $521 million was made
available as a result of the LGAC financing program and was required to be on
deposit as of March 31, 1997.
General Fund receipts and transfers from other funds for the 1996-97 fiscal year
totaled $33.04 billion, an increase of 0.7 percent from the previous fiscal year
(including net tax refund reserve account activity). General Fund disbursements
and transfers to other funds totaled $32.90 billion for the 1996-97 fiscal year,
an increase of 0.7 percent from the 1995-96 fiscal year.
Cash-Basis Results for the Non-General Funds Over the Last 3 Years. Activity in
the three other governmental funds has remained relatively stable over the last
three fiscal years, with federally-funded programs comprising approximately
two-thirds of these funds. The most significant change in the structure of these
funds has been the redirection of a portion of transportation-related revenues
from the General Fund to two new dedicated funds in the Special Revenue and
Capital Projects fund types. These revenues are used to support the capital
programs of the Department of Transportation and the MTA.
In the Special Revenue Funds, disbursements increased from $26.26 billion to
$27.65 billion over the last three years, primarily as a result of increased
costs for the federal share of Medicaid. Other activity reflected dedication of
taxes to a new fund for mass transportation, new lottery games, and new fees for
criminal justice programs.
Disbursements in the Capital Projects Funds declined from $3.97 billion to $3.56
billion over the last three years, as spending for miscellaneous capital
programs decreased, partially offset by increases for mental hygiene, health and
environmental programs. The composition of this Fund type's receipts also
changed as the dedicated transportation taxes began to be deposited, general
obligation bond proceeds declined substantially, federal grants remained stable,
and reimbursements from public authority bonds (primarily transportation
related) increased.
Activity in the Debt Service Funds reflected increased use of bonds during the
three-year period for improvements to the State's capital facilities and the
continued costs of the LGAC fiscal reform program. The increases were moderated
by the refunding savings achieved by the State over the last several years using
strict present value savings criteria. The growth in LGAC debt service was
offset by reduced short-term borrowing costs reflected in the General Fund.
GAAP-Basis Results. State law requires the State to update its projected
financial results on a GAAP-basis on or before September first of each year.
Projected GAAP-Basis Results for Fiscal Year 1999-2000. The State based its GAAP
projections on the cash estimates in the Financial Plan. As of January, 1999,
the General Fund GAAP Financial Plan for 1999-2000 projects total revenues of
$36.14 billion, total expenditures of $36.18 billion and net other financing
uses of $466 million. At the end of 1999-2000, the accumulated General Fund GAAP
surplus is now projected to be $616 million, an increase of $104 million over
the Executive Budget. The General Fund cash flow for 1999-2000 is projected to
have balances no lower than
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$2.36 billion in all months. Healthy balances early in the year are largely the
result of reserving or paying an additional $1.79 billion in personal income tax
refunds associated with the 1998-99 surplus. The projected balance in the
General Fund in June is $42.5 billion. Balances at the close of the second and
third quarters of the fiscal year are projected to be $5.57 billion and $5.13
billion, respectively. As a result of cash flow reforms made in the 1990s, the
State cannot normally issue short-term debt to meet its cash flow needs
throughout the year.
In 2000-01, the General Fund GAAP Financial Plan projects total revenues of
$35.l billion, total expenditures of $37.3 billion and net other financing uses
over sources of $328 million. In 2001-02, total revenues are projected at $35.7
billion, total expenditures at $39.2 billion and net other financing uses over
sources at $446 million. The GAAP operating projections in the outyears are
consistent with the projected cash-basis forecast, and would be positively
affected by actions enacted to close the projected cash imbalances during this
projection period.
GAAP-Basis Results for Fiscal Year 1998-99. In 1998-99, the General Fund GAAP
Financial Plan showed total revenues of $36.63 billion, total expenditures of
$36.07 billion and net other financing uses of $106 million.
On March 31, 1998, the State recorded, on a GAAP-basis, its first-ever,
accumulated positive balance in its General Fund. This 'accumulated surplus' was
$567 million. The improvement in the State's GAAP position was attributable, in
part, to the cash surplus recorded at the end of the State's 1997-98 fiscal
year. Much of that surplus was reserved for future requirements, but a portion
was used to meet spending needs in 1998-99. Thus, the State expected some
deterioration in its GAAP position, but expected to maintain a positive GAAP
balance through the end of the current fiscal year.
The 1998-99 GAAP-basis General Fund Financial Plan showed expected tax revenues
of $33.1 billion and miscellaneous revenues of $2.6 billion to finance
expenditures of $36.1 billion and net financing uses of $156 million. The
General Fund accumulated surplus was projected to be $27 million at the end of
1998-99.
GAAP-Basis Results for Fiscal Year 1997-98. The State completed its 1997-98
fiscal year with a combined Governmental Funds operating surplus of $1.80
billion, which included an operating surplus in the General Fund of $1.56
billion, in Capital Projects Funds of $232 million and in Special Revenue Funds
of $49 million, offset in part by an operating deficit of $43 million in Debt
Service Funds.
General Fund. The State reported a General Fund operating surplus of $1.56
billion for the 1997-98 fiscal year, as compared to an operating surplus of
$1.93 billion for the 1996-97 fiscal year. As a result, the State reported an
accumulated surplus of $567 million in the General Fund for the first time since
it began reporting its operations on a GAAP-basis. The 1997-98 fiscal year
operating surplus reflects several major factors, including the cash-basis
operating surplus resulting from the higher-than-anticipated personal income tax
receipts, an increase in taxes receivable of $681 million, an increase in other
assets of $195 million and a decrease in pension liabilities of $144 million.
This was partially offset by an increase in payables to local governments of
$270 million and tax refunds payable of $147 million.
Revenues increased $617 million (1.8 percent) over the prior fiscal year, with
increases in personal income, consumption and use and business taxes. Decreases
were reported for other taxes, federal grants and miscellaneous revenues.
Personal income taxes grew $746 million, an increase of nearly 4.2 percent. The
increase in personal income taxes resulted from strong employment and wage
growth and the strong performance by the financial markets during 1997.
Consumption and use taxes increased $334 million or 5.0 percent as a result of
increased consumer confidence. Business taxes grew $28 million, an increase of
0.5 percent. Other taxes fell primarily because revenue for estate and gift
taxes decreased. Miscellaneous revenues decreased $380 million, or 12.7 percent,
due to a decline in receipts from the Medical Malpractice Insurance Association
and medical provider assessments.
Expenditures increased $137 million (0.4 percent) from the prior fiscal year,
with the largest increases occurring in State aid for education and social
services spending. education expenditures
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grew $391 million (3.6 percent) due mainly to an increase in spending for
municipal and community colleges. Social services expenditures increased $233
million (2.6 percent) due mainly to program growth. Increases in other State aid
spending were offset by a decline in general purpose aid of $235 million (27.8
percent) due to statutory changes in the payment schedule. Increases in personal
and non-personal service costs were offset by a decrease in pension contribution
of $660 million, a result of the refinancing of the State's pension amortization
that occurred in 1997.
Net other financing sources decreased $841 million (68.2 percent) due to the
nonrecurring use of bond proceeds ($769 million) provided by DASNY to pay the
outstanding pension amortization liability incurred in 1997.
Special Revenue, Debt Service and Capital Projects Funds. An operating surplus
of $49 million was reported for the Special Revenue Funds for the 1997-98 fiscal
year, which increased the accumulated fund balance to $581 million. Revenues
rose by $884 million over the prior fiscal year (3.3 percent) as a result of
increases in tax and federal grant revenues. Expenditures increased by $795
million (3.3 percent) as a result of increased costs for local assistance
grants. Net other financing uses decreased $105 million (3.3 percent).
Debt Service Funds ended the 1997-98 fiscal year with an operating deficit of
$43 million and, as a result, the accumulated fund balance declined to $1.86
billion. Revenues increased $246 million (10.6 percent) as a result of increases
in dedicated taxes. Debt service expenditures increased $341 million (14.4
percent). Net other financing sources increased $89 million (401.3 percent) due
primarily to savings achieved through advance refundings of outstanding bonds.
An operating surplus of $232 million was reported in the Capital Projects Funds
for the State's 1997-98 fiscal year and, as a result, the accumulated deficit in
this fund type decreased to $381 million. Revenues increased $180 million (8.6
percent) primarily as a result of a $54 million increase in dedicated tax
revenues and an increase of $101 million in federal grants for transportation
and local waste water treatment projects. Net other financing sources increased
by $100 million primarily as a result of a decrease in transfers to certain
public benefit corporations engaged in housing programs.
GAAP-Basis Results for Fiscal Year 1996-97. The State completed its 1996-97
fiscal year with a combined governmental funds operating surplus of $2.1
billion, which included an operating surplus in the General Fund of $1.9
billion, in the Capital Projects Funds of $98 million and in the Special Revenue
Funds of $65 million, offset in part by an operating deficit of $37 million in
the Debt Service Funds.
General Fund. The State reported a General Fund operating surplus of $1.93
billion for the 1996-97 fiscal year, as compared to an operating surplus of $380
million for the prior fiscal year. The 1996-97 fiscal year GAAP operating
surplus reflects several major factors, including the cash basis operating
surplus, the benefit of bond proceeds which reduced the State's pension
liability, an increase in taxes receivable of $493 million, and a reduction in
tax refund liabilities of $196 million. This was offset by an increased payable
to local governments of $244 million.
Revenues increased $1.91 billion (nearly 6.0 percent) over the prior fiscal year
with increases in all revenue categories. Personal income taxes grew $620
million, an increase of nearly 3.6 percent, despite the implementation of
scheduled tax cuts. The increase in personal income taxes was caused by moderate
employment and wage growth and the strong financial markets during 1996.
Consumption and use taxes increased $179 million or 2.7 percent as a result of
increased consumer confidence. Business taxes grew $268 million, an increase of
5.6 percent, primarily as a result of the strong financial markets during 1996.
Other taxes increased primarily because revenues from estate and gift taxes
increased. Miscellaneous revenues increased $743 million, a 33.1 percent
increase, because of legislated increases in receipts from the Medical Local
Practice Insurance Association and from medical provider assessments.
Expenditures increased $830 million (2.6 percent) from the prior fiscal with the
largest increase occurring in pension contributions and State aid for education
spending. Pension contribution expenditures increased $514 million (198.2
percent), primarily because the State paid off its 1984-85 and 1985-86 pension
amortization liability. Education expenditures grew $351 million (3.4 percent),
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due mainly to an increase in spending for support for public schools and
physically handicapped children, offset by a reduction in spending for municipal
and community colleges. Modest increases in other State aid spending was offset
by a decline in social services expenditures of $157 million (1.7 percent).
Social services spending continues to decline because of cost containment
strategies and declining caseloads.
Net other financing sources increased $475 million (62.6 percent), due mainly to
bond proceeds provided by the Documentary Authority of the State of New York
(DASNY) to pay the outstanding pension amortization, offset by elimination of
prior year LGAC proceeds.
Special Revenue, Debt Service and Capital Projects Funds. An operating surplus
of $65 million was reported for the Special Revenue Funds for the 1996-97 fiscal
year, increasing the accumulated fund balance to $532 million. Revenues
increased $583 million over the prior fiscal year (2.2 percent) as a result of
increases in tax and lottery revenues. Expenditures increased $384 million (1.6
percent) as a result of increased costs for departmental operations. Net other
financing sources decreased $275 million (8.0 percent), primarily because of
declines in amounts transferred to other funds.
Debt Service Funds ended the 1996-97 fiscal year with an operating deficit of
$37 million and, as a result, the accumulated fund balance declined to $1.90
billion. Revenues increased $102 million (4.6 percent) because of increases in
both dedicated taxes and mental hygiene patient fees. Debt service expenditures
increased $47 million (2.0 percent). Net other financing sources decreased $277
million (92.6 percent) due primarily to an increase in payments on advance
refundings.
An operating surplus of $98 million was reported in the Capital Projects Funds
for the State's 1996-97 fiscal year, and, as a result, the accumulated fund
deficit decreased to $614 million. Revenues increased $100 million (5.0 percent)
primarily because a larger share of the real estate transfer tax was shifted to
the Environmental Protection Fund and federal grant revenues increased for
transportation and local waste water treatment projects. Expenditures decreased
$359 million (10.0 percent) because of declines in capital grants for education,
housing and regional development programs and capital construction spending. Net
other financing sources decreased by $637 million as a result of a decrease in
proceeds from financing arrangements.
Due to changing economic conditions and information, public statements or
reports regarding the State Financial Plan and its constituent funds may be
released by the Governor, members of the Legislature, and their respective
staffs, as well as others involved in the budget process from time to time.
Those statements or reports may contain predictions, projections or other items
of information relating to the State's financial condition, including potential
operating results for the current fiscal year and projected baseline gaps for
future fiscal years, that may vary materially and adversely from the information
provided herein.
State Financial Plan Considerations. The economic and financial condition of the
State may be affected by various financial, social, economic and political
factors. These factors can be very complex, may vary from fiscal year to fiscal
year, and are frequently the result of actions taken not only by the State and
its agencies and instrumentalities, but also by entities, such as the federal
government, that are not under the control of the State. For example, various
proposals relating to federal tax and spending policies that are currently being
publicly discussed and debated could, if enacted, have a significant impact on
the State's financial condition in the current and future fiscal years. Because
of the uncertainty and unpredictability of the changes, their impact cannot, as
a practical matter, be included in the assumptions underlying the State's
projections at this time.
The State Financial Plan is based upon forecasts of national and State economic
activity developed through both internal analysis and review of State and
national economic forecasts prepared by commercial forecasting services and
other public and private forecasters. Economic forecasts have frequently failed
to predict accurately the timing and magnitude of changes in the national and
the State economies. Many uncertainties exist in forecasts of both the national
and State economies, including consumer attitudes toward spending, the extent of
corporate and governmental restructuring, federal fiscal and monetary policies,
the level of interest rates, and the condition of the world economy, which could
have an adverse effect on the State. There can be no assurance
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that the State economy will not experience results in the current fiscal year
that are worse than predicted, with corresponding material and adverse effects
on the State's projections of receipts and disbursements.
Projections of total State receipts in the State Financial Plan are based on the
State tax structure in effect during the fiscal year and on assumptions relating
to basic economic factors and their historical relationships to State tax
receipts. In preparing projections of State receipts, economic forecasts
relating to personal income, wages, consumption, profits and employment have
been particularly important. The projection of receipts from most tax or revenue
sources is generally made by estimating the change in yield of such tax or
revenue source caused by economic and other factors, rather than by estimating
the total yield of such tax or revenue source from its estimated tax base. The
forecasting methodology, however, ensures that State fiscal year estimates for
taxes that are based on a computation of annual liability, such as the business
and personal income taxes, are consistent with estimates of total liability
under such taxes.
Projections of total State disbursements are based on assumptions relating to
economic and demographic factors, levels of disbursements for various services
provided by local governments (where the cost is partially reimbursed by the
State), and the results of various administrative and statutory mechanisms in
controlling disbursements for State operations. Factors that may affect the
level of disbursements in the fiscal year include uncertainties relating to the
economy of the nation and the State, the policies of the federal government, and
changes in the demand for and use of State services.
National and State Economic Outlooks. The information below summarizes the
national and State economic situation and outlook upon which projections of
receipts and certain disbursements were made for the 1998-99 Financial Plan.
U.S. Economy. Strong growth in 1998 in real Gross Domestic Product (GDP)
combined with a sharp drop in the inflation rate resulted in a moderate growth
rate of 4.8 percent for nominal GDP. For 1999, the State had projected that a
slowdown in real GDP growth will drop nominal GDP growth to 3.6 percent. It also
projected that further international and financial economic distress could
reduce U.S. economic growth even more than projected and that deflationary
pressures resulting from falling commodity prices and declining import prices
are balanced against domestic inflationary pressures caused by tight labor
markets resulting in subdued inflation and relatively stable short-and long-term
interest rates. Therefore, it had concluded that although employment growth will
remain fairly strong, income growth will slow and corporate profits will decline
modestly. However, following stronger-than-expected economic growth in the
fourth quarter of 1998, the State now forecasts that the national and State
economies will grow modestly faster in 1999 than projected in the Executive
Budget. Nationally, increases in consumption, investment, employment and income,
which led to better-than-expected growth as 1998 was ending, are now expected to
continue through the first half of 1999. Positive factors, such as high levels
of consumer confidence, productivity increases, low inflation and job growth,
have supported continued growth. The modestly higher growth rates in the revised
outlook will stabilize short- and long-term interest rates at somewhat higher
levels than had been anticipated at the time of the previous forecast. The
revised outlook for the federal funds rate now calls for no change during 1999,
as opposed to the continued decline that had been forecast in December.
There are uncertainties inherent in any economic forecast. Consumer or business
spending could be weaker than expected, due, perhaps to further significant
declines in corporate profits or equity values. Additionally, the international
economic and financial disruptions currently being felt around the globe could
worsen or take longer than anticipated to subside. The result could be a sharp,
additional reduction in domestic economic growth. Indeed, several private sector
forecasters have indicated a heightened risk of a national recession beginning
in 1999. Under that scenario, the FRB would be likely to lower short-term
interest rates faster and further than expected in an effort to reignite the
nation's economic engines. Alternatively, but less likely, the pace of US
economic growth could be faster if productivity or consumer spending becomes
stronger than anticipated, or if the economies of many of the countries of Asia
and Latin America recover more quickly than expected. If such growth, or a rapid
rise in labor, health or energy costs, awakens
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long-dormant inflationary pressures, the FRB may reverse its current position
and raise interest rates.
New York Economy. As with the U.S. economy forecast, the State had predicted,
paralleling the national trend, that a moderate slowdown in New York economic
growth was expected for 1999. It had stated that annual growth in total and
private-sector employment in 1999 was projected to fall below the 1998 pace,
although a continuation of international financial and economic turmoil may
result in a sharper slowdown than currently projected. Continued growth by the
business service sector was expected for 1999, although the growth rate would
slow from the 1998 pace. The State projected that the financial services sector
would see some retrenchment in employment as Wall Street adjusts to lower profit
levels and consolidation in the banking services industry continues and that
losses in manufacturing employment would increase as foreign economic weakness
and the strong dollar reduce both domestic and foreign demand for U.S.
manufactured goods. It also forecast that both wage and personal income growth
will recede from their 1998 rates of growth, partly due to a leveling out of
bonus payments by the financial sector. However, it now states that the economic
outlook of New York Stat is also expected to be brighter than anticipated in the
1999-2000 Executive Budget forecast, primarily due to the connection between the
State economy and the stronger-than-expected national economy. Stronger national
industrial output and exports have improved the outlook for New York's
goods-producing sector. Also, New York employment growth remained strong in the
fourth quarter of 1998 and Wall Street related activity remains stable. Growth
of employment, wages and personal income is expected to be modestly faster than
in the Executive Budget forecast.
The forecast for New York is subject to the same uncertainties as the national
forecast, as well as some specific to New York. The securities industry is more
important to the New York economy than to the national economy and, therefore, a
large change in financial market performance during the forecast horizon could
result in wage and employment levels that are significantly different from those
embodied in the forecast.
New York is the third most populous state in the nation and has a relatively
high level of personal wealth. The State's economy is diverse, with a
comparatively large share of the nation's finance, insurance, transportation,
communications and services employment and a very small share of the nation's
farming and mining activity. The State's location and its excellent air
transport facilities and natural harbors have made it an important link in
international commerce. Travel and tourism constitute an important part of the
economy. Like the rest of the nation, New York has a declining proportion of its
work force engaged in manufacturing and an increasing proportion engaged in
service industries. The following paragraphs summarize the state of major
sectors of the New York economy:
Services: The services sector, which includes entertainment, personal
services, such as health care and auto repairs, and business-related
services, such as information processing, law and accounting, is the
State's leading economic sector. The services sector accounts for more than
three of every ten nonagricultural jobs in New York and has a noticeably
higher proportion of total jobs than does the rest of the nation.
Manufacturing: Manufacturing employment continues to decline in importance
in New York, as in most other states, and New York's economy is less
reliant on this sector than is the nation. The principal manufacturing
industries in recent years produced printing and publishing materials,
instruments and related products, machinery, apparel and finished fabric
products, electronic and other electric equipment, food and related
products, chemicals and allied products, and fabricated metal products.
Trade: Wholesale and retail trade is the second largest sector in terms of
nonagricultural jobs in New York but is considerably smaller when measured
by income share. Trade consists of wholesale businesses and retail
businesses, such as department stores and eating and drinking
establishments.
Finance, Insurance and Real Estate: New York City is the nation's leading
center of banking and finance and, as a result, this is a far more
important sector in the State than in the nation
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as a whole. Although this sector accounts for under one-tenth of all
nonagricultural jobs in the State, it contributes over one-sixth of all
non-farm labor and proprietors' income.
Agriculture: Farming is an important part of the economy of large regions
of the State, although it constitutes a very minor part of total State
output. Principal agricultural products of the State include milk and dairy
products, greenhouse and nursery products, apples and other fruits, and
fresh vegetables. New York ranks among the nation's leaders in the
production of these commodities.
Government: Federal, State and local government together are the third
largest sector in terms of nonagricultural jobs, with the bulk of the
employment accounted for by local governments. Public education is the
source of nearly one-half of total state and local government employment.
Relative to the nation, the State has a smaller share of manufacturing and
construction and a larger share of service-related industries. The State's
finance, insurance, and real estate share, as measured by income, is
particularly large relative to the nation. The State is likely to be less
affected than the nation as a whole during an economic recession that is
concentrated in manufacturing and construction, but likely to be more affected
during a recession that is concentrated in the service-producing sector.
In the calendar years 1987 through 1996, the State's rate of economic growth was
somewhat slower than that of the nation. In particular, during the 1990-91
recession and post-recession period, the economy of the State, and that of the
rest of the Northeast, was more heavily damaged than that of the nation as a
whole and has been slower to recover. The total employment growth rate in the
State has been below the national average since 1987. The unemployment rate in
the State dipped below the national rate in the second half of 1981 and remained
lower until 1991; since then, it has been higher. According to data published by
the US Bureau of Economic Analysis, total personal income in the State has risen
more slowly than the national average since 1988.
State per capita personal income has historically been significantly higher than
the national average, although the ratio has varied substantially. Because the
City is a regional employment center for a multi-state region, State personal
income measured on a residence basis understates the relative importance of the
State to the national economy and the size of the base to which State taxation
applies.
Relevant News. On August 22, 1996, the President signed the Personal
Responsibility and Work Opportunity Reconciliation Act of 1996 (the '1996
Welfare Act'). This new law made significant changes to welfare and other
benefit programs. Major changes included conversion of AFDC into the TANF block
grant to states, new work requirements and durational limits on recipients of
TANF and limits on assistance provided to immigrants. City expenditures as a
result of welfare reform are estimated in the Financial Plan at $49 million in
fiscal year 1998, $45 million in fiscal year 1999, $38 million in fiscal year
2000 and $44 million in fiscal year 2001. In addition, the City's naturalization
initiative, CITIZENSHIP NYC, will assist immigrants made ineligible under
Federal law to regain eligibility for benefits, by helping them through the
application process for citizenship. The Financial Plan assumes that 75% of
those immigrants who otherwise would have lost benefits will become citizens,
resulting in projected savings to the City in public assistance expenditures of
$6 million in fiscal year 1999, $24 million in fiscal year 2000 and $25 million
in fiscal year 2001. Federal legislation enacted August 5, 1997, reinstated
eligibility for even more immigrants currently on the rolls than projected. The
outyear estimates made by OMB are preliminary and depend on a variety of
factors, which are impossible to predict, including the implementation of
workfare and child care programs modified by newly enacted State law, the impact
of possible litigation challenging the law, and the impact of adverse economic
developments on welfare and other benefit programs. In accordance with the
Federal welfare reform law, the Governor submitted a State plan to the Federal
government and such plan was deemed complete as of December 2, 1996. New York
State's welfare reform, bringing the State into compliance with the 1996 Welfare
Act and making changes to the Home Relief program, was signed into law on August
20, 1997. The Governor submitted an amended State plan to the Federal
government, reflecting these changes, on September 20, 1997. Implementation of
the changes at the State level
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will in part determine the possible costs or savings to the City. it is expected
that OMB's preliminary estimates of potential costs will change, based on new
policies to be developed by the State and City with respect to benefits no
longer funded as Federal entitlements.
On September 11, 1997, the State Comptroller released a report entitled 'The
1997-98 Budget: Fiscal Review and Analysis' in which he identified several risks
to the State Financial Plan and estimated that the State faces a potential
imbalance in receipts and disbursements of approximately $1.5 billion for the
State's 1998-99 fiscal year and approximately $3.4 billion for the State's 1999-
2000 fiscal year. The 1998-99 fiscal year estimate by the State Comptroller is
within the range discussed by the Division of the Budget in the section entitled
'Outyear Projections of Receipts and Disbursements' in the Annual Information
Statement of August 15, 1997. Any increase in the 1997-98 reserve for future
needs would reduce this imbalance further and, based upon results to date, such
an outcome is considered possible. In addition, the Comptroller identified risks
in future years from an economic slowdown and from spending and revenue actions
enacted as a part of the 1997-98 budget that will add pressure to future budget
balance. The Governor is required to submit a balanced budget each year to the
State Legislature.
On August 11, 1997 President Clinton exercised his line item veto powers to
cancel a provision in the Federal Balanced Budget Act of 1997 that would have
deemed New York State's health care provider taxes to be approved by the federal
government. New York and several other states have used hospital rate
assessments and other provider tax mechanisms to finance various Medicaid and
health insurance programs since the early 1980s. The State's process of taxation
and redistribution of health care dollars was sanctioned by federal legislation
in 1987 and 1991. However, the federal Health Care Financing Administration
(HCFA) regulations governing the use of provider taxes require the State to seek
waivers from HCFA that would grant explicit approval of the provider taxing
system now in place. The State filed the majority of these waivers with HCFA in
1995 but has yet to receive final approval.
The Balanced Budget Act of 1997 provision passed by Congress was intended to
rectify the uncertainty created by continued inaction on the State's waiver
requests. A federal disallowance of the State's provider tax system could
jeopardize up to $2.6 billion in Medicaid reimbursement received through
December 31, 1998. The President's veto message valued any potential
disallowance at $200 million. The 1997-98 Financial Plan does not anticipate any
provider tax disallowance.
On October 9, 1997 the President offered a corrective amendment to the HCFA
regulations governing such taxes. The Governor has stated that this proposal
does not appear to address all of the State's concerns, and negotiations are
ongoing between the State and HCFA. In addition, the City of New York and other
affected parties in the health care industry have filed a lawsuit challenging
the constitutionality of the President's line item veto.
On July 31, 1997, the New York State Tax Appeals Tribunal delivered a decision
involving the computation of itemized deductions and personal income taxes of
certain high income taxpayers. By law, the State cannot appeal the Tribunal's
decision. The decision will lower income tax liability attributable to such
taxpayers for the 1997 and earlier open tax years, as well as on a prospective
basis.
Ratings Agencies. On October 6, 1998, Moody's Investors Service, Inc.
('Moody's') confirmed its New York State general obligation bond rating of
single-A2. On April 20, 1998, New York's general obligation bond ratings were
the lowest of any state, except Louisiana. Moody's had rated New York State at
A2, Standard & Poor's ('S&P') had given it an A and Fitch IBCA ('Fitch') had
assigned it an A-plus.
On August 28, 1997, S&P revised its ratings on the State's general obligation
bonds to A from A-, and, in addition, revised its ratings on the State's moral
obligation, lease purchase, guaranteed and contractual obligation debt. S&P
rated the State's general obligation bonds AA- from August 1987 to March 1990
and A+ from November 1982 to August 1987. In March 1990, S&P lowered its rating
of all of the State's general obligation bonds from AA- to A. On January 13,
1992, S&P lowered its rating on the State's general obligation bonds from A to
A-, and, in addition, reduced
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its ratings on the State's moral obligation, lease purchase, guaranteed and
contractual obligation debt. On April 26, 1993 S&P revised the rating outlook
assessment to stable. On February 14, 1994, S&P revised its outlook on the
State's general obligation bonds to positive and, on August 5, 1996, confirmed
its A- rating.
On February 10, 1997, Moody's confirmed its A2 rating on the State's general
obligation long-term indebtedness. On June 6, 1990, Moody's changed its ratings
on all of the State's outstanding general obligation bonds from A1 to A, the
rating having been A1 since May 27, 1986. On November 12, 1990, Moody's
confirmed the A rating. On January 6, 1992, Moody's reduced its ratings on
outstanding limited-liability State lease purchase and contractual obligations
from A to Baa1.
Authorities. The fiscal stability of the State is related in part to the fiscal
stability of its public authorities, which generally have responsibility for
financing, constructing and operating revenue-producing public benefit
facilities. Public authorities are not subject to the constitutional
restrictions on the incurrence of debt which apply to the State itself, and may
issue bonds and notes within the amounts of, and as otherwise restricted by,
their legislative authorization. The State's access to the public credit markets
could be impaired, and the market price of its outstanding debt may be
materially adversely affected, if any of its public authorities were to default
on their respective obligations. As of September 30, 1996 there were 17 public
authorities that had outstanding debt of $100 million or more each, and the
aggregate outstanding debt, including refunding bonds, of all state public
authorities was $75.4 billion.
There are numerous public authorities, with various responsibilities, including
those which finance, construct and/or operate revenue producing public
facilities. Public authority operating expenses and debt service costs are
generally paid by revenues generated by the projects financed or operated, such
as tolls charged for the use of highways, bridges or tunnels, rentals charged
for housing units and charges for occupancy at medical care facilities.
In addition, State legislation authorizes several financing techniques for
public authorities. Also, there are statutory arrangements providing for State
local assistance payments otherwise payable to localities to be made under
certain circumstances to public authorities. Although the State has no
obligation to provide additional assistance to localities whose local assistance
payments have been paid to public authorities under these arrangements, if local
assistance payments are so diverted, the affected localities could seek
additional State assistance.
Some authorities also receive monies from State appropriations to pay for the
operating costs of certain of their programs. As described below, the MTA
receives the bulk of this money in order to carry out mass transit and commuter
services.
The State's experience has been that if an Authority suffers serious financial
difficulties, both the ability of the State and the Authorities to obtain
financing in the public credit markets and the market price of the State's
outstanding bonds and notes may be adversely affected. The New York State HFA,
the New York State Urban Development Corporation and certain other Authorities
have in the past required and continue to require substantial amounts of
assistance from the State to meet debt service costs or to pay operating
expenses. Further assistance, possibly in increasing amounts, may be required
for these, or other, Authorities in the future. In addition, certain other
statutory arrangements provide for State local assistance payments otherwise
payable to localities to be made under certain circumstances to certain
Authorities. The State has no obligation to provide additional assistance to
localities whose local assistance payments have been paid to Authorities under
these arrangements. However, in the event that such local assistance payments
are so diverted, the affected localities could seek additional State funds.
Metropolitan Transportation Authority. The MTA oversees the operation of the
City's subway and bus lines by its affiliates, the New York City Transit
Authority and the Manhattan and Bronx Surface Transit Operating Authority
(collectively, the 'TA'). The MTA operates certain commuter rail and bus lines
in the New York Metropolitan area through MTA's subsidiaries, the Long Island
Rail Road Company, the Metro-North Commuter Railroad Company and the
Metropolitan Suburban Bus Authority. In addition, the Staten Island Rapid
Transit Operating Authority, an
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MTA subsidiary, operates a rapid transit line on Staten Island. Through its
affiliated agency, the Triborough Bridge and Tunnel Authority (the 'TBTA'), the
MTA operates certain intrastate toll bridges and tunnels. Because fare revenues
are not sufficient to finance the mass transit portion of these operations, the
MTA has depended, and will continue to depend for operating support upon a
system of State, local government and TBTA support, and, to the extent
available, Federal operating assistance, including loans, grants and operating
subsidies. If current revenue projections are not realized and/or operating
expenses exceed current projections, the TA or commuter railroads may be
required to seek additional State assistance, raise fares or take other actions.
Since 1980, the State has enacted several taxes -- including a surcharge on the
profits of banks, insurance corporations and general business corporations doing
business in the 12-county Metropolitan Transportation Region served by the MTA
and a special one-quarter of 1 percent regional sales and use tax -- that
provide revenues for mass transit purposes, including assistance to the MTA. In
addition, since 1987, State law has required that the proceeds of a one quarter
of 1% mortgage recording tax paid on certain mortgages in the Metropolitan
Transportation Region be deposited in a special MTA fund for operating or
capital expenses. Further, in 1993 the State dedicated a portion of the State
petroleum business tax to fund operating or capital assistance to the MTA. For
the 1997-98 fiscal year, total State assistance to the MTA is projected to total
approximately $1.2 billion, an increase of $76 million over the 1996-97 fiscal
year.
State legislation accompanying the 1996-97 adopted State budget authorized the
MTA, TBTA and TA to issue an aggregate of $6.5 billion in bonds to finance a
portion of a new $12.17 billion MTA capital plan for the 1995 through 1999
calendar years (the '1995-99 Capital Program'). In July 1997, the Capital
Program Review Board approved the 1995-99 Capital Program. This plan supersedes
the overlapping portion of the MTA's 1992-96 Capital Program. This is the fourth
capital plan since the Legislature authorized procedures for the adoption,
approval and amendment of MTA capital programs and is designed to upgrade the
performance of the MTA's transportation systems by investing in new rolling
stock, maintaining replacement schedules for existing assets and bringing the
MTA system into a state of good repair. The 1995-99 Capital Program assumes the
issuance of an estimated $5.1 billion in bonds under this $6.5 billion aggregate
bonding authority. The remainder of the plan is projected to be financed through
assistance from the State, the federal government, and the City of New York, and
from various other revenues generated from actions taken by the MTA.
There can be no assurance that all the necessary governmental actions for future
capital programs will be taken, that funding sources currently identified will
not be decreased or eliminated, or that the 1995-99 Capital Program, or parts
thereof, will not be delayed or reduced. If the 1995-99 Capital Program is
delayed or reduced, ridership and fare revenues may decline, which could, among
other things, impair the MTA's ability to meet its operating expenses without
additional assistance.
Localities. Certain localities outside the City have experienced financial
problems and have requested and received additional State assistance during the
last several State fiscal years. The potential impact on the State of any future
requests by localities for additional assistance is not included in the
projections of the State's receipts and disbursements for the State's 1998-99
fiscal year.
Fiscal difficulties experienced by the City of Yonkers resulted in the
re-establishment of the Financial Control Board for the City of Yonkers by the
State in 1984. That Board is charged with oversight of the fiscal affairs of
Yonkers. Future actions taken by the State to assist Yonkers could result in
increased State expenditures for extraordinary local assistance.
Beginning in 1990, the City of Troy experienced a series of budgetary deficits
that resulted in the establishment of a Supervisory Board for the City of Troy
in 1994. The Supervisory Board's powers were increased in 1995, when Troy MAC
was created to help Troy avoid default on certain obligations. The legislation
creating Troy MAC prohibits the City of Troy from seeking federal bankruptcy
protection while Troy MAC bonds are outstanding.
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Eighteen municipalities received extraordinary assistance during the 1996
legislative session through $50 million in special appropriations targeted for
distressed cities.
Municipal Indebtedness. Municipalities and school districts have engaged in
substantial short-term and long-term borrowings. In 1995, the total indebtedness
of all localities in the State other than the City was approximately $19.0
billion. A small portion (approximately $102.3 million) of that indebtedness
represented borrowing to finance budgetary deficits and was issued pursuant to
State enabling legislation. State law requires the Comptroller to review and
make recommendations concerning the budgets of those local government units
other than the City authorized by State law to issue debt to finance deficits
during the period that such deficit financing is outstanding. Eighteen
localities had outstanding indebtedness for deficit financing at the close of
their fiscal year ending in 1995.
From time to time, federal expenditure reductions could reduce, or in some cases
eliminate, federal funding of some local programs and accordingly might impose
substantial increased expenditure requirements on affected localities. If the
State, the City or any of the Authorities were to suffer serious financial
difficulties jeopardizing their respective access to the public credit markets,
the marketability of notes and bonds issued by localities within the State could
be adversely affected. Localities also face anticipated and potential problems
resulting from certain pending litigation, judicial decisions and long-range
economic trends. Long-range potential problems of declining urban population,
increasing expenditures and other economic trends could adversely affect certain
localities and require increasing State assistance in the future.
Litigation. Certain litigation pending against the State or its officers or
employees could have a substantial or long-term adverse effect on State
finances. Among the more significant of these cases are those that involve: (i)
employee welfare benefit plans where plaintiffs are seeking a declaratory
judgment nullifying on the ground of federal preemption provisions of Section
2807-c of the Public Health Law and implementing regulations which impose a bad
debt and charity care allowance on all hospital bills and a 13 percent surcharge
on inpatient bills paid by employee welfare benefit plans; (ii) several
challenges to provisions of Chapter 81 of the Laws of 1995 which alter the
nursing home Medicaid reimbursement methodology; (iii) the validity of
agreements and treaties by which various Indian tribes transferred title to the
State of certain land in central and upstate New York; (iv) challenges to the
practice of using patients' Social Security benefits for the costs of care of
patients of State Office of Mental Health facilities; (v) an action against
State and City officials alleging that the present level of shelter allowance
for public assistance recipients is inadequate under statutory standards to
maintain proper housing; (vi) alleged responsibility of State officials to
assist in remedying racial segregation in the City of Yonkers; (vii) alleged
responsibility of the State Department of Environmental Conservation for a
plaintiff's inability to complete construction of a cogeneration facility in a
timely fashion and the damages suffered thereby; (viii) challenges to the
promulgation of the State's proposed procedure to determine the eligibility for
and nature of home care services for Medicaid recipients; (ix) a challenge to
the constitutionality of petroleum business tax assessments authorized by Tax
Law SS 301; (x) an action for reimbursement from the State for certain costs
arising out of the provision of preschool services and programs for children
with handicapping conditions, pursuant to Sections 4410 (10) and (11) of the
Education Law; (xi) a challenge to the constitutionality of the Clean
Water/Clean Air Bond Act of 1996 and its implementing regulations; (xii) two
challenges to regulations promulgated by the Superintendent of Insurance that
established excess medical malpractice premium rates for the 1986-87 through
1996-97 fiscal years; and (xiii) an action to compel the State to enforce sales
and excise taxes imposed on tobacco products and motor fuel sold to non-Indian
customers on Indian reservations.
Adverse developments in the proceedings described above or the initiation of new
proceedings could affect the ability of the State to maintain balanced 1997-98
and 1998-99 State Financial Plans. In its Notes to its General Purpose Financial
Statements for the fiscal year ended March 31, 1997, the State reports its
estimated liability for awards and anticipated unfavorable judgments at $364
million. There can be no assurance that an adverse decision in any of the above
cited proceedings would not exceed the amount that the 1997-98 and 1998-99 State
Financial Plans
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reserve for the payment of judgments and, therefore, could affect the ability of
the State to maintain balanced plans.
NEW YORK CITY
The fiscal health of the State may also be particularly affected by the fiscal
health of the City, which continues to require significant financial assistance
from the State. Although the City has maintained balanced budgets in each of its
last seventeen fiscal years and is projected to achieve balanced operating
results for the 1999-2000 fiscal year, there can be no assurance that the gap
closing actions proposed in the Financial Plan can be successfully implemented
or that the City will maintain a balanced budget in future years without
additional state aid, revenue increases or expenditure reductions. Additional
tax increases and reductions in essential City services could also adversely
affect the City's economic base. The City depends on State aid both to enable
the City to balance its budget and to meet its cash requirements. There can be
no assurance that there will not be reductions in State aid to the City from
amounts currently projected; that State budgets will be adopted by the April 1st
Statutory deadline or interim appropriations enacted; or that any such
reductions or delays will not have adverse effects on the City's cash flow or
revenues. The State could also be affected by the ability of the City to market
its securities successfully in the public credit markets. The City has achieved
balanced operating results for each of its fiscal years since 1981 as reported
in accordance with the then-applicable GAAP standards. Current law requires the
City to prepare four-year annual financial plans, which are reviewed and revised
on a quarterly basis and includes capital, revenue, and expense projections and
outlines proposed gap-closing for the years with projected budget gaps. An
annual financial report for its most recent completed fiscal year is prepared at
the end of October of each year. The City's current Financial Plan projects a
surplus in the 1999 fiscal year, before discretionary transfers and budget gaps
for each of the 2000, 2001 and 2002 fiscal years.
In response to the City's fiscal crisis in 1975, the State took action to assist
the City in returning to fiscal stability. Among these actions, the State
established the Municipal Assistance Corporation for the City of New York
('MAC') to provide financing assistance to the City. The State also enacted the
New York State Financial Emergency Act for The City of New York (the 'Financial
Emergency Act') which, among other things, established the New York State
Financial Control Board (the 'Control Board') to oversee the City's financial
affairs. The State also established the Office of the State Deputy Comptroller
for the City of New York ('OSDC') to assist the Control Board in exercising its
powers and responsibilities and a 'Control Period' from 1975 to 1986 during
which the City was subject to certain statutorily-prescribed fiscal-monitoring
arrangements. Although the Control Board terminated the Control Period in 1986
when certain statutory conditions were met, thus suspending certain Control
Board powers, the Control Board, MAC and OSDC continue to exercise various
fiscal-monitoring functions over the City, and upon the occurrence or
'substantial likelihood and imminence' of the occurrence of certain events,
including, but not limited to a City operating budget deficit of more than $100
million, the Control Board is required by law to reimpose a Control Period.
Currently, the City and its 'Covered Organizations' (i.e., those which receive
or may receive money from the City directly, indirectly or contingently) operate
under a four-year financial plan (the 'City Financial Plan'), which the City
prepares annually and updates periodically and which includes the City's capital
revenue and expense projections and outlines proposed gap-closing programs for
years with projected budget gaps. The City's projections set forth in the City
Financial Plan are based on various assumptions and contingencies, some of which
are uncertain and may not materialize. Unforeseen developments and changes in
major assumptions could significantly affect the City's ability to balance its
budget as required by State law and to meet its annual cash flow and financing
requirements.
Although the City has balanced its budget since 1981, estimates of the City's
revenues and expenditures, which are based on numerous assumptions, are subject
to various uncertainties. If, for example, expected federal or State aid is not
forthcoming, if unforeseen developments in the economy significantly reduce
revenues derived from economically sensitive taxes or necessitate
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increased expenditures for public assistance, if the City should negotiate wage
increases for its employees greater than the amounts provided for in the City's
financial plan or if other uncertainties materialize that reduce expected
revenues or increase projected expenditures, then, to avoid operating deficits,
the City may be required to implement additional actions, including increases in
taxes and reductions in essential City services. The City might also seek
additional assistance from the State. Unforeseen developments and changes in
major assumptions could significantly affect the City's ability to balance its
budget as required by State law and to meet its annual cash flow and financing
requirements.
The staffs of the Control Board, OSDC and the City Comptroller issue periodic
reports on the City's financial plans which analyze the City's forecasts of
revenues and expenditures, cash flow, and debt service requirements for, and
financial plan compliance by, the City and its Covered Organizations. According
to recent staff reports, while economic recovery in New York City has been
slower than in other regions of the country, a surge in Wall Street
profitability resulted in increased tax revenues and generated a substantial
surplus for the City in fiscal year 1996-97. Although several sectors of the
City's economy have expanded recently, especially tourism and business and
professional services, City tax revenues remain heavily dependent on the
continued profitability of the securities industries and the course of the
national economy. These reports have also indicated that recent City budgets
have been balanced in part through the use of non-recurring resources; that the
City Financial Plan tends to rely on actions outside its direct control; that
the City has not yet brought its long-term expenditure growth in line with
recurring revenue growth; and that the City is therefore likely to continue to
face substantial gaps between forecast revenues and expenditures in future years
that must be closed with reduced expenditures and/or increased revenues. In
addition to these monitoring agencies, the Independent Budget Office ('IBO') has
been established pursuant to the City Charter to provide analysis to elected
officials and the public on relevant fiscal and budgetary issues affecting the
City.
The 1999-2002 Financial Plan. For the 1997 fiscal year, the City had an
operating surplus, before discretionary transfers, and achieved balanced
operating results, after discretionary transfers, in accordance with GAAP. The
1997 fiscal year is the seventeenth year that the City has achieved an operating
surplus, before discretionary transfers, and balanced operating results, after
discretionary transfers.
The most recent quarterly modification to the City's financial plan for the 1998
fiscal year, submitted to the Control Board on June 23, 1998 (the '1998
Modification'), projects a balanced budget in accordance with GAAP for the 1998
fiscal year.
One June 26, 1998, the City released the Financial Plan for the 1999-2002 fiscal
years, which relates to the City and certain entities which receive funds from
the City. The Financial Plan reflects changes since the June 1997 Financial
Plan, including changes as a result of the City's expense and capital budgets
for the 1999 fiscal year, which were adopted in June, 1998, and changes
subsequent to the adopted budget. The Financial Plan projects revenues and
expenditures for the 1999 fiscal year balanced in accordance with GAAP, and
projects gaps of $1.9 billion, $2.7 billion and $2.3 billion for the 2000
through 2002 fiscal years, respectively, after implementation of a gap closing
program to reduce agency expenditures by approximately $380 million in each of
fiscal years 2000 through 2002.
Changes since the June 1997 Financial Plan include: (i) an increase in projected
tax revenue of $1.1 billion, $955 million, $897 million and $1.7 billion in the
1999 through 2002 fiscal years, respectively; (ii) a reduction in assumed State
aid of between $134 million and $142 million in each of the 1999 through 2002
fiscal years, reflecting the adopted budget for the State's 1998 fiscal year;
(iii) a delay in the assumed collection of $350 million of projected rent
payments for the City's airports in the 1999 fiscal year to fiscal years 2000
through 2002; (iv) a reduction in projected debt service expenditures totaling
$419 million, $204 million and $226 million in the 1999 through 2001 fiscal
years, respectively; (v) an increase in the Board of Education (the 'BOE')
spending of $345 million, $41 million, $73 million and $208 million in the 1999
through 2002 fiscal years, respectively; (vi) an increase in expenditures for
the City's proposed drug initiatives totaling between $167 million and $193
million in each of the 1999 through 2002 fiscal years; (vii) other
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agency net spending initiatives totaling $679 million, $487 million, $492
million and $896 million in fiscal years 1999 through 2002, respectively; and
(viii) increased pension costs of $127 million in the 1999 fiscal year and
reduced pension costs of $254 million in fiscal years from additional agency
actions totaling $1.1 billion, $936 million, $910 million and $962 million in
fiscal years 1999 through 2002, respectively, including the approximately $380
million gap closing program for each of fiscal years 2000 and 2002.
The 1998 Modification and the 1999-2002 Financial Plan include proposed
discretionary transfers in the 1998 fiscal year of approximately $2.0 billion to
pay certain debt service costs and subsidies due in the 1999 fiscal year, and a
proposed discretionary transfer in the 1999 fiscal year of $465 million to pay
debt service due in fiscal year 2000. In addition, the Financial Plan reflects
enacted and proposed tax reduction programs totaling $975 million, $1.172
billion and $1.259 billion in fiscal years 2000 through 2002, respectively,
including the elimination of the City sales tax on all clothing as of December
1, 1999, the expiration of the 12.5% personal income tax surcharge on December
31, 1998, the extension of current tax reductions for owners of cooperative and
condominium apartments starting in fiscal year 2000 and a personal income tax
credit for child care and for resident holders of Subchapter S corporations
starting in fiscal year 2000, which are subject to State legislative approval,
and reduction of the commercial rent tax commencing in fiscal year 2000.
The Financial Plan assumes (i) approval by the Governor and the State
Legislature of the extension of the 14% personal income tax surcharge, which is
scheduled to expire on December 31, 1999, and which is projected to provide
revenue of $172 million, $500 million and $514 million in the 2000, 2001 and
2002 fiscal years, respectively, and the expiration of the 12.5% personal income
tax surcharge on December 31, 1998, the expiration of which is projected to
reduce revenue by $201 million, $546 million, $568 million and $593 million in
the 1999 through 2002 fiscal years, respectively; (ii) collection of the
projected rent payments for the City's airports, totaling $15 million, $365
million, $155 million and $185 million in the 1999 through 2002 fiscal years,
respectively, which may depend on the successful completion of negotiations with
The Port Authority of New York and New Jersey (the 'Port Authority') or the
enforcement of the City's rights under the existing leases through pending legal
actions; and (iii) State and Federal approval of the State and Federal
gap-closing actions assumed in the Financial Plan. The Financial Plan provides
no additional wage increases for City employees after their contracts expire in
fiscal years 2000 and 2001. In addition, the economic and financial condition of
the City may be affected by various financial, social, economic and political
factors which could have a material effect on the City.
On June 5, 1998, the City Council adopted a budget which re-allocated
expenditures from those provided in the Executive Budget in the amount of $409
million. The re-allocated expenditures, which include $116 million from the
Budget Stabilization Account, $82 million from debt service, $45 million from
pension contributions, $54 million from social services spending and $112
million from other spending, were re-allocated to uses set forth in the City
Council's adopted budget. Such uses include a revised tax reduction program at a
revenue cost in the 1999 fiscal year of $45 million, additional expenditures for
various programs of $199 million and provision of $165 million to retire high
interest debt. The revised tax reduction program in the City Council's adopted
budget assumes the expiration of the 12.5% personal income tax surcharge, rather
than the implementation of the personal income tax reduction program proposed in
the Executive Budget.
On June 5, 1998, in accordance with the City Charter, the Mayor certified to the
City Council revised estimates of the City's revenues (other than property tax)
for fiscal year 1999. Consistent with this certification, the property tax levy
was estimated by the Mayor to require an increase to realize sufficient revenue
from this source to produce a balanced budget within generally accepted
accounting principles. On June 8, 1998, the City Council adopted a property tax
levy that was $237.7 million lower than the levy estimated to be required by the
Mayor. The City Council, however, maintained that the revenue to be derived from
the levy it adopted would be sufficient to achieve a balanced budget because the
property tax reserve for uncollectibles could be reduced. Property tax bills for
fiscal year 1999 were mailed by the City's Department of Finance at the
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rates adopted by the City Council for fiscal year 1998, subject to later
adjustment. The City Charter provides for this procedure in the event, as is the
case this year, that budget adoption has not been completed by June 5.
On June 10, 1998, the Mayor vetoed $196 million of spending added in the expense
budget adopted by the City Council and $315 million added in the capital budget
adopted by the City Council. On June 16, 1998, the City Council voted to
override the Mayor's vetoes. for a description of the respective roles of the
Mayor and the City Council in the budget adoption process, see 'Section III:
Government and Financial Controls -- City Financial Management, Budgeting and
Controls.'
Collective Bargaining Agreements. The Financial Plan reflects the costs of the
settlements and arbitration awards with the United Federation of Teachers
('UFT'), a coalition of unions headed by District Council 37 of the American
Federation of State, County and Municipal Employees ('District Council 37') and
other bargaining units, which together represent approximately 97% of the City's
workforce, and assumes that the City will reach agreement with its remaining
municipal unions under terms which are generally consistent with such
settlements and arbitration awards. These contracts are approximately five years
in length and have a total cumulative net increase of 13%. Assuming the City
reaches similar settlements with its remaining municipal unions, the cost of all
settlements for all City-funded employees, as reflected in the Financial Plan,
would total $459 million and $1.2 billion in the 1998 and 1999 fiscal years,
respectively, and exceed $2 billion in every fiscal year after the 1999 fiscal
year. See 'Section VII: 1999-2002 Financial Plan -- Assumptions -- Expenditure
Assumptions -- 1. Personal Service Costs'. The Financial Plan provides no
additional wage increases for City employees after their contracts expire in
fiscal years 2000 and 2001.
Assumptions. The Financial Plan assumes (i) approval by the Governor and the
State Legislature of the extension of the 14% personal income tax surcharge,
which is scheduled to expire on December 31, 1999 and the extension of which is
projected to provide revenue of $168 million, $507 million, and $530 million in
the 2000, 2001, and 2002 fiscal years, respectively, and of the extension of the
12.5% personal income tax surcharge, which is scheduled to expire on December
31, 1998 the extension of which is projected to provide revenue of $187 million,
$531 million and $554 million, and $579 million in the 1999 through 2002 fiscal
years, respectively; (ii) collection of the projected rent payments for the
City's airports, totaling $365 million, $175 million, $170 million, and $70
million in the 1999 through 2002 fiscal years, respectively, which may depend on
the successful completion of negotiations with the Port Authority or the
enforcement of the City's rights under the existing leases through pending legal
actions; and (iii) State approval of the repeal of the Wicks law relating to
contracting requirements for City construction projects and the additional State
funding assumed in the Financial Plan, and State and Federal approval of the
State and Federal gap-closing actions proposed by the City in the Financial
Plan. It is expected that the Financial Plan will engender public debate which
will continue through the time the budget is scheduled to be adopted in June
1998, and that there will be alternative proposals to reduce taxes (including
the 12.5% personal income tax surcharge) and increase in spending. Accordingly,
the Financial Plan may be changed by the time the budget for the 1999 fiscal
year is adopted. Moreover, the Financial Plan provides no additional wage
increases for City employees after their contracts expire in fiscal years 2000
and 2001. In addition, the economic and financial condition of the City may be
affected by various financial, social, economic and political factors which
could have a material effect on the City.
The City's Financial Plan is based on numerous additional assumptions, including
the condition of the City's and the region's economy and a modest employment
recovery and the concomitant receipt of economically sensitive tax revenues in
the amounts projected. The Financial Plan is subject to various other
uncertainties and contingencies relating to, among other factors, the extent, if
any, to which wage increases for City employees exceed the annual wage costs
assumed for the 1998 through 2002 fiscal years; continuation of projected
interest earnings assumptions for pension fund assets and current assumptions
with respect to wages for City employees affecting the City's required pension
fund contributions; the willingness and ability of the State, in the context of
the
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State's current financial condition, to provide the aid contemplated by the City
Financial Plan and to take various other actions to assist the City; the ability
of HHC, BOE and other such agencies to maintain balanced budgets; the
willingness of the Federal government to provide the amount of Federal aid
contemplated in the City Financial Plan; the impact on the City revenues and
expenditures of Federal and State welfare reform and any future legislation
affecting Medicare or other entitlement programs; adoption of the City's budgets
by the City Council in substantially the forms submitted by the Mayor; the
ability of the City to implement proposed reductions in City personnel and other
cost reduction initiatives, and the success with which the City controls
expenditures; the impact of conditions in the real estate market on real estate
tax revenues; the City's ability to market its securities successfully in the
public credit markets; and unanticipated expenditures that may be incurred as a
result of the need to maintain the City's infrastructure. Certain of these
assumptions have been questioned by the City Comptroller and other public
officials.
The Governor presented his 1998-1999 Executive Budget to the Legislature on
January 20, 1998. In recent years, however, the State has failed to adopt a
budget prior to the beginning of the fiscal year. A prolonged delay in the
adoption of the State's budget beyond the statutory April 1 deadline without
interim appropriations could delay the projected receipt of State aid, and there
can be no assurance that State budgets in future fiscal years will be adopted by
the April 1 statutory deadline.
City Employees. Substantially all of the City's full-time employees are members
of labor unions. The Financial Emergency Act requires that all collective
bargaining agreements entered into by the City and the Covered Organizations be
consistent with the City's current financial plan, except for certain awards
arrived at through impasse procedures. During a Control Period, and subject to
the foregoing exception, the Control Board would be required to disapprove
collective bargaining agreements that are inconsistent with the City's current
financial plan.
Under applicable law, the City may not make unilateral changes in wages, hours
or working conditions under any of the following circumstances: (i) during the
period of negotiations between the City and a union representing municipal
employees concerning a collective bargaining agreement; (ii) if an impasse panel
is appointed, then during the period commencing on the date on which such panel
is appointed and ending sixty days thereafter or thirty days after it submits
its report, whichever is sooner, subject to extension under certain
circumstances to permit completion of panel proceedings; or (iii) during the
pendency of an appeal to the Board of Collective Bargaining. Although State law
prohibits strikes by municipal employees, strikes and work stoppages by
employees of the City and the Covered Organizations have occurred.
The 1998-2002 Financial Plan projects that the authorized number of City-funded
employees whose salaries are paid directly from City funds, as opposed to
federal or State funds or water and sewer funds, will decrease from an estimated
level of 204,685 on June 30, 1998 to an estimated level of 203,987 by June 30,
2002, before implementation of the gap closing program outlined in the City
Financial Plan.
Contracts with all of the City's municipal unions expired in the 1995 and 1996
fiscal years. The City has reached settlements with unions representing
approximately 86% of the City's work force. The City Financial Plan reflects the
costs of the settlements and assumes similar increases for all other City-funded
employees. The terms of wage settlements could be determined through the impasse
procedure in the New York City Collective Bargaining Law, which can impose a
binding settlement.
The City's pension expenditures for the 1998 fiscal year are expected to
approximate $1.5 billion. In each of fiscal years 1999 through 2002, these
expenditures are expected to approximate $1.4 billion, $1.4 billion, $1.4
billion, and $1.3 billion, respectively. Certain of the systems may provide
pension benefits of 50% to 55% of 'final pay' after 20 to 25 years of service
without additional benefits for subsequent years of service. For the 1997 fiscal
year, the City's total annual pension costs, including the City's pension costs
not associated with the five major actuarial systems, plus Federal Social
Security tax payments by the City for the year, were approximately 19.04% of
total payroll costs. In addition, contributions are also made by certain
component units of the City and
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government units directly to the three cost sharing multiple employer actuarial
systems. The State Constitution provides that pension rights of public employees
are contractual and shall not be diminished or impaired.
Reports on the City Financial Plan. From time to time, the Control Board staff,
MAC, OSDC, the City Comptroller and others issue reports and make public
statements regarding the City's financial condition, commenting on, among other
matters, the City's financial plans, projected revenues and expenditures and
actions by the City to eliminate projected operating deficits. Some of these
reports and statements have warned that the City may have underestimated certain
expenditures and overestimated certain revenues and have suggested that the City
may not have adequately provided for future contingencies. Certain of these
reports have analyzed the City's future economic and social conditions and have
questioned whether the City has the capacity to generate sufficient revenues in
the future to meet the costs of its expenditure increases and to provide
necessary services. It is reasonable to expect that reports and statements will
continue to be issued and to engender public comment, and it is expected that
the staff of the Control Board will issue a report on the 1998-2002 Financial
Plan in the near future. On February 26, 1998, the City Comptroller issued a
report on the 1998 fiscal year and the preliminary budget for the 1999 fiscal
year, as reflected in the 1997-2001 Financial Plan. With respect to the 1998
fiscal year, the report identified a possible surplus of between $71 million and
$293 million above the level projected in the City's plan. The report stated
that the additional surplus reflects the possibility of the receipt of an
additional $225 million of tax revenues, and that the size of the possible
surplus depends primarily on whether the sale of the New York Coliseum for $200
million is completed. With respect to the 1999 fiscal year, the report
identified a possible gap of $153 million or a possible surplus of $269 million,
depending upon whether the State approves the extension of 12.5% personal income
tax surcharge and the amount of surplus for the 1998 fiscal year available for
debt service in the 1999 fiscal year.
The potential risks identified in the City Comptroller's report for the 1999
fiscal year include: (i) assumed payments from the Port Authority relating to
the City's claims for back rentals and an increase in future rentals, part of
which are the subject of the arbitration, totaling $335 million; (ii) State
approval of the 12.5% personal income tax surcharge beyond December 1, 1998,
which would generate $188 million in the 1999 fiscal year and which the Speaker
of the City Counsel has opposed; and (iii) the receipt of an additional $450
million of State and Federal aid assumed in the financial plan. The potential
risks are offset by potential additional resources for the 1999 fiscal year,
including the potential for an additional $150 million of State educational aid,
$150 million of additional debt service savings, $176 million in tax revenues if
the proposed sales tax reduction on clothing is not approved, $294 million of
higher than projected tax revenues and the availability in the 1999 fiscal year
of an additional $71 million to $293 million surplus from the 1998 fiscal year.
The report also noted that the City Comptroller will begin writing off
outstanding education-aid receivables that are 10 years past due, which are
estimated to be approximately $4 million in the 1998 fiscal year and $39 million
in the 1999 fiscal year, and which total $914 million for fiscal years 1989
through 1997. In addition, the report noted that City-funded expenditures for
the 1998 fiscal year are expected to exceed the ceiling established in the May
1996 agreement between the City and MAC, which would permit MAC to recover from
the City in the 1999 fiscal year an amount equal to such excess spending, up to
$125 million. Finally, the report noted that, while the City is in a relatively
strong financial position, its reliance on State and Federal aid to close its
budget gap for the 1999 fiscal year raises concerns, and that the City's
spending will again be under pressure in the event of an economic downturn. The
City Comptroller also noted (in a separate report on the City's capital debt)
that debt burden measures, such as annual debt service as a percentage of tax
revenues, debt per capita, and debt assessed value of real property, are
approaching historically high post-fiscal crises levels, which calls for
restraint in the City's capital program, while the City's infrastructure
requires additional resources.
Also on February 26, 1998, the staff of OSDC issued a report on the Financial
Plan. With respect to the 1998 fiscal year, the OSCD report noted that the
City's revenues could be $200 million greater than projected in the Financial
Plan. While noting a potential delay in the receipt of proceeds from the sale of
the New York Coliseum, the report projects that it is not likely that
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those resources will be needed in the 1998 fiscal year. The report projected
potential budget gaps of $462 million, $2.6 billion, $2.7 billion, and $2.3
billion for the 1999 through 2002 fiscal years, respectively, which include the
gaps projected in the Financial Plan for fiscal years 2000 through 2002 and the
additional net risks identified in the report totaling $762 million, $1.012
billion, $913 million, and $774 million for the 1999 through 2002 fiscal years,
respectively, which are reduced by the potential for greater than forecast
revenues and lower than forecast pension costs for fiscal years 2000 through
2002. The largest risks identified in the report relate to (i) the receipt of
projected Port Authority lease payments which are the subject of arbitration and
lease negotiations; (ii) City gap-closing proposals for additional State and
Federal assistance; and (iii) State approval of a three-year extension of the
City's 12.5% personal income tax surcharge. Additional risks identified in the
report include unfunded expenditures for project READ totaling $125 million for
each of the 2000 through 2002 fiscal years and the potential for additional
funding needs for the City's labor reserve, which total $104 million in the 1999
fiscal year and exceed $200 million in each of the 2000 through 2002 years, to
pay for collective bargaining increases for the Covered Organizations, which the
Plan assumes the Covered Organizations will pay instead of the City. The report
noted that these risks could be reduced if the Tax Reduction Program proposed in
the Financial Plan is not approved by the City Counsel and the State. The report
also noted that: (i) HHC faces potential budget gaps starting in the 1999 fiscal
year and reflecting the expected loss of revenues associated with the
implementation of Medicaid mandatory managed care; (ii) the Financial Plan
assumes that the State will extend the 14% personal income tax surcharge; (iii)
the City faces potential liability for State education aid owed from prior years
which the City could be required to write off if a plan is not reached to fund
these claims; and (iv) the City might be required to reimburse MAC up to $125
million on the 1999 fiscal year if the City spending limits set forth in the May
1996 agreement with MAC are exceeded in the 1998 fiscal year. However, the
report noted that actual fiscal year 1998 spending will not be determined until
October 1998, and in the interim, City and MAC officials are discussing
solutions to the reimbursement problem.
The OSDC report noted also that, while the City's financial outlook has improved
because of actions taken by the City, Federal, and State governments and record
securities industry performance, the staff remained concerned about the City's
dependence on the securities industry and whether the City will be able to
sustain a relatively high level of spending. The report noted that City-funded
spending is projected to grow by 7.2% in fiscal year 1998 and by 4.5% in fiscal
year 1999, while revenues are projected to grow by only 1.8% in fiscal year
1999. Moreover, the report noted that while the budget gaps for fiscal years
2000 through 2002 have been reduced, they are still large by historical
standards, and the budget makes no provisions for wage increases after the
expiration of current contacts, which, at the projected inflation rate, would
increase costs by $375 million in fiscal year 2001 and by $725 million in fiscal
year 2002. Finally, the report noted that the Asian financial and economic
crises could intensify and create greater impact on financial markets in the
U.S. economy than currently anticipated, or that the Federal Reserve Board could
raise interest rates, which could adversely affect the financial markets and the
City's financial condition.
On January 13, 1998, the IBO released a report setting forth its forecast for
the City's revenues and expenditures for the 1998 through 2001 fiscal years,
assuming continuation of current spending policies and tax laws. In the report,
the IBO forecasts that the City will end the 1998 fiscal year with a surplus of
$120 million, in addition to $514 million in the Budget Stabilization Account.
Additionally, the report forecasts that the City will face gaps of $1.4 billion,
$2.6 billion, and $2.8 billion in the 1999 through 2001 fiscal years,
respectively, resulting from 4.8% annual growth in spending form 1998 through
2001, compared with 2.2% annual revenue growth. The report noted that slow
revenue growth is attributable to a variety of factors, including a gradual
deceleration in economic growth through the first half of calendar year 1999,
the impact of recently enacted tax cuts and constraints on increases in the real
property tax, as well as uncertain back rent payments from the Port Authority,
while future costs for existing programs will increase to reflect inflation and
scheduled pay increases for the City employees during the term of existing labor
agreements.
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The report also noted that debt service and education spending will increase
rapidly, while spending for social services rise more slowly due to lower
projected caseloads.
Finally, the report noted that the new welfare law's most significant fiscal
impact is likely to occur in the years 2002 and beyond, reflecting the full
impact of the lifetime limit on welfare participation which only begins to be
felt in 2002 when the first recipients reach the five-year limit and are assumed
to be covered by Home Relief. In addition, the report noted that, given the
constitutional requirement to care for the needy, the 1996 Welfare Act might
well prompt a migration of benefit-seekers into the City, thereby increasing
City welfare expenditures in the long run. The report concluded that the impact
of the 1996 Welfare Act on the City will ultimately depend on the decisions of
State and City officials, the performance of the local economy and the behavior
of thousands of individuals in response to the new system.
Previous Reports. On September 18, 1997, the City Comptroller issued a report
commenting on developments with respect to the 1998 fiscal year. The report
noted that the City's adopted budget, which is reflected in the City Financial
Plan, had assumed additional State resources of $612 million in the 1998 fiscal
year, and that the approved State budget provided resources of only $216 million
for gap-closing purposes. The report further noted that, while the City will
receive $322 million more in education aid in the 1998 fiscal year than assumed
in the City's adopted budget, it is unlikely that the funding will be entirely
available for gap-closing purposes. In addition, the report noted that the
City's financial statements currently contain approximately $643 million in
uncollected State education aid receivables from prior years as a result of the
failure of the State to appropriate funds to pay these claims, and that the
staff of BOE has indicated that an additional $302 million in prior year claims
is available for accrual. The report stated that the City Comptroller maintains
the position that no further accrual of prior year aid will take place,
including $75 million in aid assumed in the City's adopted budget for the 1998
fiscal year, unless the State makes significant progress to retire the
outstanding prior year receivables. On October 28, 1997, the City Comptroller
issued a subsequent report commenting on recent developments. With respect to
the 1997 fiscal year, the report noted that the City ended the 1997 fiscal year
with an operating surplus of $1.367 billion, before certain expenditures and
discretionary transfers, of which $1.362 billion was used for expenditures due
in the 1998 fiscal year. With respect to tax revenues for the 1998 fiscal year,
the report noted that total tax revenues in the first quarter of the 1998 fiscal
year were $244.3 million above projections in the City Financial Plan, excluding
audit collections which were $31.2 million less than projected. The report
stated that the increased tax revenues included $110.3 million of greater than
projected general property tax receipts, which resulted, in part, from a
prepayment discount program, and increased revenues from the personal income,
banking corporation, general corporation and unincorporated business taxes. The
report noted that Wall Street profits exceeded expectations in the first half of
the 1997 calendar year. However, the report noted that the stock market in the
last two weeks of October has declined as a result of currency turmoil in
Southeast Asia. The report noted that, while tax revenues in the 1998 fiscal
year should not be significantly affected by the recent stock market decline,
since there is a lag between activity on Wall Street and City tax revenues, if
the current stock market decline persists, tax revenue forecasts for subsequent
years will have to be revised downward. The report noted that the City was not
affected by the October 1987 stock market crash until the 1990 fiscal year, when
revenues from the City's business and real estate taxes fell by 20% over the
1989 fiscal year. The report also noted that expenditures for short-term and
long-term debt issued during the first half of the 1998 fiscal year are
estimated to be between approximately $53.9 million and $58.8 million below
levels anticipated in the City's adopted budget for the 1998 fiscal year,
approximately $20 million below anticipated levels in the 1999 fiscal year and
approximately $30 million below anticipated levels in each of fiscal years 2000
and 2001 due to less borrowing and lower interest rates than assumed.
On August 25, 1997, the IBO issued a report relating to recent developments
regarding welfare reform. The report noted that Federal legislation adopted in
August 1997, modified certain aspects of the 1996 Welfare Act, by reducing SSI
eligibility restrictions for certain legal aliens residing in the country as of
August 22, 1996, resulting in the continuation of Federal benefits, by providing
funding to the states to move welfare recipients from public assistance and into
jobs and by
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providing continued Medicaid Coverage for those children who lose SSI due to
stricter eligibility criteria. In addition, the report noted that the State had
enacted the Welfare Reform Act of 1997 which, among other things, requires the
City to achieve work quotas and other work requirements and requires all
able-bodied recipients to work after receiving assistance for two years. The
report noted that this provision could require the City to spend substantial
funds over the next several years for workfare and day care in addition to the
funding reflected in the City Financial Plan. The report also noted that the
State Welfare Reform Act of 1997 established a Food Assistance Program designed
to replace Federal food stamp benefits for certain classes of legal aliens
denied eligibility for such benefits by the 1996 Welfare Act. The report noted
that if the City elects to participate in the Food Assistance Program, it will
be responsible for 50% of the costs for the elderly and disabled. The IBO has
stated that it will release an updated report to provide a detailed analysis of
these developments and their likely impact on the City.
On July 16, 1997, the City Comptroller issued a report on the City Financial
Plan. With respect to the 1998 fiscal year, the report identified a possible
$112 million surplus or a possible total net budget gap of up to $440 million,
depending primarily on whether the tax reduction program proposed in the City
Financial Plan is implemented and the 14% personal income tax surcharge is
extended beyond December 31, 1997. The risks identified in the report for the
1998 fiscal year include (i) $178 million related to BOE, resulting primarily
from unidentified expenditure reductions and prior year State aid receivables;
(ii) State aid totaling $115 million which is assumed in the City Financial Plan
but not provided for in the Governor's Executive Budget; (iii) State approval of
the extension of the 14% personal income tax surcharge beyond December 31, 1997,
which would generate $169 million in the 1998 fiscal year; (iv) City proposals
for State aid totaling $271 million, including the acceleration of $142 million
of State revenue sharing payments from the 1999 fiscal year to the 1998 fiscal
year, which are subject to approval by the Governor and/or the State
Legislature; and (v) the assumed sale of the Coliseum for $200 million, which
may be delayed. The report noted that these risks could be partially offset by
between $597 million and $765 million in potentially available resources,
including $200 million of higher projected tax revenues, $150 million of
possible additional State education aid and the possibility that the proposed
sales tax reduction will not be enacted, which would result in $157 million of
additional tax revenues in the 1998 fiscal year. With respect to the 1998 fiscal
year, the report stated that the City has budgeted $200 million in the General
Reserve and included in the City Financial Plan a $300 million surplus to be
used in the 1999 fiscal year, making the potential $440 million budget gap
manageable. However, the report also expressed concern as to the sustainability
of profits in the securities industry.
With respect to the 1999 and subsequent fiscal years, the report identified
total net budget gaps of between $1.9 billion and $2.8 billion, $2.6 billion and
$4.0 billion, and $2.4 billion and $3.8 billion for the 1999 through 2001 fiscal
years, respectively, which include the gaps set forth in the City Financial
Plan. The potential risks and potential available resources identified in the
report for the 1999 through 2001 fiscal years include most of the risks and
resources identified for the 1998 fiscal year, except that the additional risks
for the 1999 through 2001 fiscal years include (i) assumed payments from the
Port Authority relating to the City's claim for back rentals and an increase in
future rentals, part of which are the subject of arbitration, totaling $350
million, $140 million and $135 million in the 1999-2001 fiscal years,
respectively; and (ii) State approval of the extension of the 12.5% personal
income tax surcharge beyond December 31, 1998, which would generate $190
million, $527 million and $554 million in the 1999 through 2001 fiscal years,
respectively.
On July 15, 1997, the staff of the Control Board issued a report commenting on
the City Financial Plan. The report stated that, while the City should end the
1998 fiscal year with its budget in balance, the City Financial Plan still
contains large gaps beginning in the 1999 fiscal year, reflecting revenues which
are not projected to grow during the Financial Plan Period and expenditures
which are projected to grow at about the rate of inflation. The report
identified net risks totaling $485 million, $930 million, $1.2 billion and $1.4
billion for 1998 through 2001 fiscal years, respectively, in addition to the
gaps projected in the City Financial Plan for fiscal years 1999 through 2001.
The principal risks identified in the report included (i) potential tax revenues
shortfalls totaling $150 million, $300 million and $400 million for the 1999
through 2001 fiscal years, respectively, based on
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historical average trends; (ii) BOE's structural gap, uncertain State funding of
BOE and implementation by BOE of various unspecified actions, totaling $163
million, $209 million, $218 million and $218 million in the 1998 through 2001
fiscal years, respectively; (iii) the proposed sale of certain assets in the
1998 fiscal year totaling $248 million, which could be delayed; (iv) assumed
additional State actions totaling $271 million, $121 million, $125 million and
$129 million in the 1998 through 2001 fiscal years, respectively; (v) revenues
from the extension of the 12.5% personal income tax surcharge beyond December
31, 1998, totaling $188 million, $527 million and $554 million in the 1999
through 2001 fiscal years, respectively, which requires State legislation; and
(vi) the receipt of $350 million, $140 million and $135 million from the Port
Authority in the 1999 through 2001 fiscal years, respectively, which is the
subject of arbitration. Taking into account the risks identified in the report
and the gaps projected in the City Financial Plan, the report projected a gap of
$485 million for the 1998 fiscal year, which could be offset by available
reserves, and gaps $2.7 billion, $4.1 billion and $4.0 billion for the 1999
through 2001 fiscal years, respectively. The report also noted that (i) if the
securities industry or economy slows down to a greater extent than projected,
the City could face sudden and unpredictable changes to its forecast; (ii) the
City's entitlement reduction assumptions require a decline of historic
proportions in the number of eligible welfare recipients; (iii) the City has not
yet shown how the City's projected debt service, which would consume 20% of tax
revenues by the 1999 fiscal year, can be accommodated on a recurring basis; (iv)
the City is deferring recommended capital maintenance; and (v) continuing growth
in enrollment at BOE has helped create projected gaps of over $100 million
annually at BOE. However, the report noted that if proposed tax reductions are
not approved, additional revenue will be realized, ranging from $272 million in
the 1998 fiscal year to $481 million in the 2001 fiscal year.
On July 2, 1997, the staff of the OSDC issued a report on the City Financial
Plan. The report projected a potential surplus for the 1998 fiscal year of $190
million, due primarily to the potential for greater than forecast tax revenues,
and projected budget gaps for the 1999 through 2001 fiscal years which are
slightly less than the gaps set forth in the City Financial Plan for such years.
The report also identified risks of $518 million, $1.1 billion, $1.3 billion and
$1.4 billion for the 1998 through 2001 fiscal years, respectively. The
additional risks identified in the report relate to: (i) the receipt of Port
Authority lease payments totaling $350 million, $140 million and $135 million in
the 1999 through 2001 fiscal years, respectively; (ii) City proposals for State
aid totaling $271 million, $121 million, $125 million and $129 million in the
1998 through 2001 fiscal years, respectively, including the acceleration of $142
million of State revenue sharing payments from the 1999 fiscal year to the 1998
fiscal year, which are subject to approval by the Governor and/or the State
Legislature; (iii) the receipt of $200 million in the 1998 fiscal year in
connection with the proposed sale of the New York Coliseum; (iv) the receipt of
$47 million in the 1998 fiscal year from the sale of certain other assets; (v)
uncertain State education aid and expenditure reductions relating to BOE
totaling $325 million in each of the 1999 through 2001 fiscal years; (vi) State
approval of a three-year extension to the City's 12.5% personal income tax
surcharge, which is scheduled to expire on December 31, 1998 and which would
generate revenues of $230 million, $525 million and $550 million in the 1999
through 2001 fiscal years, respectively; and (vii) the potential for additional
funding needs for the City's labor reserve totaling $104 million, $225 million
and $231 million in the 1999 through 2001 fiscal years, respectively, to pay for
collective bargaining increases for the Covered Organizations, which the City
Financial Plan assumes will be paid for by the Covered Organizations, rather
than the City. The report also noted that the City Financial Plan assumes that
the State will extend the 14% personal income tax that is scheduled to expire in
December 1997, which would generate revenues of $200 million in the 1998 fiscal
year and $500 million annually in subsequent fiscal years, and that the City
Financial Plan makes no provision for wage increases after the expiration of
current contracts in fiscal year 2000, which would add $430 million to the 2001
fiscal year budget gap if employees receive wage increases at the projected rate
of inflation. The report noted that the City Financial Plan includes an annual
General Reserve of $200 million and sets aside an additional $300 million in the
1998 fiscal year to reduce the budget gap for the 1999 fiscal year if such funds
are not needed in the 1998 fiscal year. With respect to the gap-closing program
for the 1999 through 2001 fiscal years, the report
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noted that the City has broadly outlined a program that relies heavily on
unspecified agency actions, savings from reinvention and other unspecified
initiatives and uncertain State aid and entitlement program reductions which
depend on the cooperation of others.
The report concluded that while 1997 was an unexpectedly good fiscal year for
City revenues, the City projects that the rate of spending for the 1998 fiscal
year will grow substantially faster than the rate of revenues, reflecting
increasing costs for labor, debt service, Medicaid and education, and that the
gaps for the subsequent fiscal years continue to present a daunting challenge.
With respect to the economy, the report noted that the major risks to the City's
economic and revenue forecasts continue to relate to the pace of both the
national economy and activity on Wall Street, that the potential exists for a
national recession over the next four years, and that Wall Street volatility can
have a negative effect, as was apparent in 1994 when the Federal Reserve
repeatedly raised interest rates and the profits of securities firms fell. Other
concerns identified in the report include: (i) $76 million in retroactive claims
for State education aid included in the City Financial Plan for the 1998 fiscal
year which may not be realized; (ii) a potential risk of $698 million in State
education aid owed to the City by the State for prior years, all or a portion of
which the City could be forced to write-off if further delays occur in the State
agreeing to fund these claims; and (iii) the potential adverse impact on HHC
over the long-term of the planned expansion of managed care which emphasizes
out-patient services with fixed monthly fees, uncertainty covering projected
savings from a proposal that most Medicaid recipients be required to enroll in
managed care, which is subject to approval by the Federal Government, and the
possibility that the recent Federal budget agreement could substantially reduce
aid to hospitals which serve a large number of medically indigent patients.
On May 27, 1997, the IBO released a report analyzing the financial plan
published on May 8, 1997 (the 'May Financial Plan'). In its report, the IBO
estimated gaps of $27 million, $91 million, $2.1 billion, $2.9 billion and $2.9
billion for the 1997 through 2001 fiscal years, respectively, which include the
gaps set forth in the May Financial Plan for fiscal years 1999 through 2001. The
gaps estimated in the IBO report reflect (i) uncertainty concerning the size and
timing of projected airport rents of $270 million and $215 million in the 1998
and 1999 fiscal years, respectively, which are the subject of an ongoing dispute
between the Port Authority and the City; and (ii) additional funding needs for
the City's labor reserve totaling $104 million, $224 million and $231 million in
the 1999 through 2001 fiscal years, respectively, to pay for collective
bargaining increases for the Covered Organizations, which the May Financial Plan
assumes will be paid for by the Covered Organizations, rather than the City.
These reduced revenues and increased expenditures identified in the IBO report
are substantially offset by tax revenue forecasts which exceed those in the May
Financial Plan. However, the report noted that the May Financial Plan assumes
continued strong revenue growth and that, in the event of an economic downturn,
the City will be required to increase taxes in a slow economy or reduce spending
when it is most needed. With respect to the tax reductions proposed in the May
Financial Plan, the IBO stated that the principal question is whether the City
will be able to afford the tax reductions. In addition, the report discussed
various issues with implications for the City's 1998 budget. These issues
include the reliance in the budget on a number of State legislative actions,
including (i) $294 million from legislation the City has requested to increase
State aid; (ii) $128 million in savings attributable to both a larger City share
of Federal welfare grant funds and State reforms to Medicaid; and (iii) $115
million to restore expenditure reductions proposed in the Governor's Executive
Budget. The report also noted that the City's claim for $900 million of State
reimbursement of prior year education expenditures remains unresolved, that
proposals affecting the MTA, including proposals to eliminate two-fare zones for
bus and subway riders, will result in a significant reduction in revenues for
the MTA, and that the implementation of changes in the City's computer system,
resulting from the inability of the current computer system to recognize the
year 2000, could cost the City up to $150 million to $200 million over the next
three years. In a subsequent report released on June 16, 1997, the IBO noted
that in the City Financial Plan the City had deferred to fiscal years 1999
through 2001 the assumed receipt of back airport rents, and that the tax revenue
forecasts for the 1998 fiscal year in the City Financial Plan are closer than
the forecasts in the May Financial Plan to the IBO's forecast of City tax
revenues in its May report.
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On October 31, 1996, the IBO released a report assessing the costs that could be
incurred by the City in response to the 1996 Welfare Act, which, among other
things, replaces the AFDC entitlement program with TANF, imposes a five-year
time limit on TANF assistance, requires 50% of states' TANF caseload to be
employed by 2002, and restricts assistance to legal aliens. The report noted
that if the requirement that all recipients work after two years of receiving
benefits is enforced, these additional costs could be substantial starting in
1999, reflecting costs for worker training and supervision of new workers and
increased child care costs. The report further noted that, if economic
performance weakened, resulting in an increased number of public assistance
cases, potential costs to the City could substantially increase. States are
required to develop plans during 1997 to implement the new law. The report noted
that decisions to be made by the State which will have a significant impact on
the City budget include the allocation of block grant funds between the State
and New York local governments such as the City and the division between the
State and its local governments of welfare costs not funded by the Federal
government.
Seasonal Financing. The City since 1981 has fully satisfied its seasonal
financing needs in the public credit markets, repaying all short-term
obligations within their fiscal year of issuance. The City has issued $1.075
billion of short-term obligations for the fiscal year 1998 to finance the City's
projected cash flow needs for the 1998 fiscal year. The City issued $2.4 billion
of short-term obligations in fiscal year 1997. Seasonal financing requirements
for the 1996 fiscal year increased to $2.4 billion from $2.2 billion and $1.75
billion in the 1995 and 1994 fiscal years, respectively. Seasonal financing
requirements were $1.4 billion in the 1993 fiscal year. The delay in the
adoption of the State's budget in certain past fiscal years has required the
City to issue short-term notes in amounts exceeding those expected early in such
fiscal years.
Litigation. The City is a defendant in a significant number of lawsuits. Such
litigation includes, but is not limited to, actions commenced and claims
asserted against the City arising out of alleged constitutional violations,
alleged torts, alleged breaches of contracts and other violations of law and
condemnation proceedings. While the ultimate outcome and fiscal impact, if any,
on the proceedings and claims are not currently predictable, adverse
determinations in certain of them might have a material adverse effect upon the
City's ability to carry out the City Financial Plan. The City is a party to
numerous lawsuits and is the subject of numerous claims and investigations. The
City has estimated that its potential future liability on account of outstanding
claims against it as of June 30, 1997 amounted to approximately $3.5 billion.
This estimate was made by categorizing the various claims and applying a
statistical model, based primarily on actual settlements by type of claim during
the preceding ten fiscal years, and by supplementing the estimated liability
with information supplied by the City's Corporation Counsel.
Ratings Agencies. On August 6, 1998, as well as July 2, June 8 and May 27, Fitch
rated New York City's tax-exempt general obligation bonds as 'A-'. Fitch
qualified that rating, stating that concerns still remained over significant
projected outyear budget funding challenges coupled with sizable reliance on the
securities industry. On July 2, 1998, Moody's revised its rating on the New York
City General Obligation Bonds to Aaa from Baa1.
On July 16, 1998, S&P increased New York City's bond rating to A-, up one notch
from BBB+, but analysts at the agency also cautioned that New York still had
room for improvement and that they were worried about the City's rising
long-term debt and the Council's plan to cut taxes by $200 million this year and
$500 million in future years. On July 7, 1998, S&P had assigned its
triple-B-plus rating to New York City general obligation bonds, stating that the
ratings had been placed on CreditWatch with positive implications.
On February 3, 1998, S&P raised its credit outlook for New York City's
outstanding general obligation bonds from stable to positive but maintained its
BBB-plus rating. The City has held this rating since July 10, 1995, when S&P
lowered its rating from A- to BBB+ and removed City bonds from CreditWatch. S&P
stated that 'structural budgetary balance remains elusive because of persistent
softness in the City's economy, highlighted by weak job growth and a growing
dependence on the historically volatile financial services sector.' Other
factors identified by S&P's in lowering its rating on City bonds included a
trend of using one-time measures, including debt refinancings, to close
projected budget gaps, dependence on unratified labor savings to help
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balance the City Financial Plan, optimistic projections of additional federal
and State aid or mandate relief, a history of cash flow difficulties caused by
State budget delays and continued high debt levels. In 1975, S&P suspended its A
rating of City bonds. This suspension remained in effect until March 1981, at
which time the City received an investment grade rating of BBB from S&P. On July
2, 1985, S&P revised its rating of City bonds upward to BBB+ and on November 19,
1987, to A-. On July 10, 1995, S&P revised its rating of City bonds downward to
BBB+, as discussed above. On November 25, 1996, S&P issued a report which stated
that, if the City reached its debt limit without the ability to issue bonds
through other means, it would cause a deterioration in the City's infrastructure
and significant cutbacks in the capital plan which would eventually impact the
City's economy and revenues, and could have eventual negative credit
implications.
On February 24, 1998 Moody's raised its rating for City general obligation bonds
from Baa1 to A3, based on improvement in its financial condition and economy.
Previously, on July 17, 1997, Moody's had changed its outlook on City bonds to
positive from stable. On March 1, 1996, Moody's stated that the rating for the
City's Baa1 general obligation bonds remains under review for a possible
downgrade pending the outcome of the adoption of the City's budget for the 1997
fiscal year and in light of the status of the debate on public assistance and
Medicaid reform; the enactment of a State budget, upon which major assumptions
regarding State aid are dependent, which may be extensively delayed; and the
seasoning of the City's economy with regard to its strength and direction in the
face of a potential national economic slowdown. Moody's ratings of City bonds
were revised in November 1981 from B (in effect since 1977) to Ba1, in November
1983 to Baa, in December 1985 to Baa1, in May 1988 to A and again in February
1991 to Baa1.
On February 3, 1998, Fitch Investors Service, Inc. ('Fitch') set its rating of
City general obligation bonds at A-, which it has maintained since July 15,
1993. On February 28, 1996, Fitch placed the City's general obligation bonds on
FitchAlert with negative implications. On November 5, 1996, Fitch removed the
City's general obligation bonds from FitchAlert although Fitch stated that the
outlook remains negative. Since then Fitch has revised the outlook to stable.
There is no assurance that such ratings will continue for any given period of
time or that they will not be revised downward or withdrawn entirely. Any such
downward revision or withdrawal could have an adverse effect on the market
prices of the City's general obligation bonds.
On October 9, 1995, Standard & Poor's issued a report which concluded that
proposals to replace the graduated Federal income tax system with a 'flat' tax
could be detrimental to the creditworthiness of certain municipal bonds. The
report noted that the elimination of Federal income tax deductions currently
available, including residential mortgage interest, property taxes and state and
local income taxes, could have a severe impact on funding methods under which
municipalities operate. With respect to property taxes, the report noted that
the total valuation of a municipality's tax base is affected by the
affordability of real estate and that elimination of mortgage interest deduction
would result in a significant reduction in affordability and, thus, in the
demand for, and the valuation of, real estate. The report noted that rapid
losses in property valuations would be felt by many municipalities, hurting
their revenue raising abilities. In addition, the report noted that the loss of
the current deduction for real property and state and local income taxes from
Federal income tax liability would make rate increases more difficult and
increase pressures to lower existing rates, and that the cost of borrowing for
municipalities could increase if the tax-exempt status of municipal bond
interest is worth less to investors. Finally, the report noted that tax
anticipation notes issued in anticipation of property taxes could be hurt by the
imposition of a flat tax, if uncertainty is introduced with regard to their
repayment revenues, until property values fully reflect the loss of mortgage and
property tax deductions.
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APPENDIX B:
DESCRIPTION OF RATINGS
A DESCRIPTION OF THE RATING POLICIES OF MOODY'S, S&P AND FITCH WITH RESPECT TO
BONDS AND COMMERCIAL PAPER APPEARS BELOW.
MOODY'S CORPORATE BOND RATINGS
AAA -- Bonds which are rated 'Aaa' are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
'gilt edged.' 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.
AA -- 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 risk appear somewhat larger than the Aaa securities.
A -- 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 some time 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.
BA -- 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.
B -- 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.
CA -- Bonds which are rated 'Ca' represent obligations which are speculative to
a high degree. Such issues are often in default or have other marked
shortcomings.
C -- 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 numerical modifiers '1', '2' and '3' in each generic rating
classification from Aa to Caa. 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.
S&P'S CORPORATE BOND RATINGS
AAA -- This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity to repay principal and pay interest.
AA -- Bonds rated 'AA' also qualify as high quality debt obligations. Capacity
to pay principal and interest is very strong, and differs from 'AAA' issues only
in small degree.
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A -- Bonds rated 'A' have a strong capacity to repay principal and pay interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher-rated categories.
BBB -- Bonds rated 'BBB' are regarded as having an adequate capacity to repay
principal and pay interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to repay principal and pay interest for
bonds in this category than for higher-rated categories.
BB-B-CCC-CC-C -- Bonds rated 'BB', 'B', 'CCC', 'CC' and 'C' are regarded, on
balance, as predominantly speculative with respect to the issuer's capacity to
pay interest and repay principal in accordance with the terms of the
obligations. BB indicates the lowest degree of speculation and C 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.
CI -- Bonds rated 'CI' are income bonds on which no interest is being paid.
D -- Bonds rated 'D' are in default. The 'D' category is used when interest
payments or principal payments are not made on the date due even if the
applicable grace period has not expired unless S&P believes that such payments
will be made during such grace period. The 'D' rating is also used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.
The ratings set forth above may be modified by the addition of a plus or minus
to show relative standing within the major rating categories.
MOODY'S COMMERCIAL PAPER RATINGS
PRIME-1 -- Issuers (or related supporting institutions) rated 'Prime-1' have a
superior ability for repayment of short-term debt obligations. 'Prime-1'
repayment ability will often be evidenced by: leading market positions in
well-established industries, high rates of return on funds employed,
conservative capitalization structures with moderate reliance on debt and ample
asset protection, broad margins in earnings coverage of fixed financial charges
and high internal cash generation, and well-established access to a range of
financial markets and assured sources of alternate liquidity.
PRIME-2 -- Issuers (or related supporting institutions) rated 'Prime-2' have a
strong ability for repayment of short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratio, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternative liquidity is maintained.
PRIME-3 -- Issuers (or related supporting institutions) rated 'Prime-3' have an
acceptable ability for repayment of senior short-term debt obligations. The
effect of industry characteristics and market compositions may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and may require relatively high
financial leverage. Adequate alternate liquidity is maintained.
NOT PRIME -- Issuers rated 'Not Prime' do not fall within any of the Prime
rating categories.
S&P'S COMMERCIAL PAPER RATINGS
An S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
Ratings are graded into several categories, ranging from 'A-1' for the highest
quality obligations to 'D' for the lowest. The categories are as follows:
A-1 -- A short-term obligation rated 'A-1' is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity to
meet its financial commitment on these obligations is extremely strong.
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A-2 -- A short-term obligation rated 'A-2' is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.
A-3 -- A short-term obligation rated 'A-3' exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.
B -- A short-term obligation rated 'B' is regarded as having significant
speculative characteristics. The obligor currently has the capacity to meet its
financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet its
financial commitment on the obligation.
C -- A short-term obligation rated 'C' is currently vulnerable to nonpayment and
is dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.
D -- A short-term obligation rated 'D' is in payment default. The 'D' rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. The 'D'
rating also will be used upon the filing of a bankruptcy petition or the taking
of a similar action if payments on an obligation are jeopardized.
MOODY'S MUNICIPAL BOND RATINGS
AAA -- Bonds which are rated Aaa are judged to be of the best quality and carry
the smallest degree of investment risk. 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.
AA -- 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.
A -- Bonds which are rated A possess many favorable investment qualities 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.
Moody's applies numerical modifiers '1', '2' and '3' to certain of its rating
classifications. 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.
S&P'S MUNICIPAL BOND RATINGS
AAA -- This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity to pay principal and interest.
AA -- Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degrees.
B-3
<PAGE>
A -- Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.
BBB -- Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.
The ratings set forth above may be modified by the addition of a plus or minus
to show relative standing within the major rating categories.
MOODY'S RATINGS OF STATE AND MUNICIPAL NOTES
MIG-1/VMIG-1 -- Notes rated MIG-1/VMIG-1 are of the best quality. There is
present strong protection by established cash flows, superior liquidity support
or broad-based access to the market for refinancing.
MIG-2/VMIG-2 -- Notes which are rated MIG-2/VMIG-2 are of high-quality. Margins
of protection are ample though not so large as in the preceding group.
S&P'S RATINGS OF STATE AND MUNICIPAL NOTES
SP-1 -- Notes which are rated SP-1 have a very strong or strong capacity to pay
principal and interest. Those issues determined to possess overwhelming safety
characteristics will be given a plus (+) designation.
SP-2 -- Notes which are rated SP-2 have a satisfactory capacity to pay principal
and interest.
FITCH MUNICIPAL BOND RATINGS
AAA -- Bonds rated AAA by Fitch are considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally strong ability to pay
interest and repay principal, which is unlikely to be affected by reasonably
foreseeable events.
AA -- Bonds rated AA by Fitch are considered to be investment grade and of very
high credit quality. The obligor's ability to pay interest and repay principal
is very strong, although not quite as strong as bonds rated AAA. Because bonds
rated in the AAA and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issues is generally
rated F-1+ by Fitch.
A -- Bonds rated A by Fitch are considered to be investment grade and of high
credit quality. The obligor's ability to pay interest and repay principal is
considered to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher ratings.
BBB -- Bonds rated BBB by Fitch are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and repay
principal is considered to be adequate. Adverse changes in economic conditions
and circumstances, however, are more likely to have adverse consequences on
these bonds, and therefore impair timely payment. The likelihood that the
ratings of these bonds will fall below investment grade is higher than for bonds
with higher ratings.
Plus and minus signs are used by Fitch to indicate the relative position of a
credit within a rating category. Plus and minus signs, however, are not used in
the AAA category.
FITCH SHORT-TERM RATINGS
Fitch's short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and investment
notes.
B-4
<PAGE>
The short-term rating places greater emphasis than a long-term rating on the
existence of liquidity necessary to meet the issuer's obligations in a timely
manner.
FITCH'S SHORT-TERM RATINGS ARE AS FOLLOWS:
F-1+ -- Issues assigned this rating are regarded as having the strongest degree
of assurance for timely payment.
F-1 -- Issues assigned this rating reflect an assurance of timely payment only
slightly less in degree than issues rated F-1+.
F-2 -- Issues assigned this rating have a satisfactory degree of assurance for
timely payment but the margin of safety is not as great as for issues assigned
F-1+ and F-1 ratings.
F-3 -- Issues assigned this rating have characteristics suggesting that the
degree of assurance for timely payment is adequate, although near-term adverse
changes could cause these securities to be rated below investment grade.
LOC -- The symbol LOC indicates that the rating is based on a letter of credit
issued by a commercial bank.
Like higher-rated bonds, bonds rated in the Baa or BBB categories are considered
to have adequate capacity to pay principal and interest. However, such bonds may
have speculative characteristics, and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity to make principal
and interest payments than is the case with higher grade bonds.
After purchase by a Fund, a security may cease to be rated or its rating may be
reduced below the minimum required for purchase by such Fund. Neither event will
require a sale of such security by a Fund. However, a Fund's investment manager
will consider such event in its determination of whether such Fund should
continue to hold the security. To the extent the ratings given by Moody's, S&P
or Fitch may change as a result of changes in such organizations or their rating
systems, a Fund will attempt to use comparable ratings as standards for
investments in accordance with the investment policies contained in this
Statement of Additional Information and in the Prospectus.
B-5
<PAGE>
ITEM 22. FINANCIAL STATEMENTS.
Registrant's Annual Report for the fiscal year December 31, 1998 is
incorporated herein by reference to the Registrant's definitive Rule 30b2-1
filed on April 30, 1999 as Accession No. 0000950130-99-001345
SALOMON BROTHERS SERIES FUNDS INC
PART C. OTHER INFORMATION
ITEM 23. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------------------------------------------------------------------------------------------------------
<S> <C>
a(1) -- Articles of Incorporation of Registrant (filed as Exhibit 1 to the Registration Statement on Form N-1A
(File Nos. 33-34423 and 811-06087) and incorporated herein by reference).
a(2) -- Articles Supplementary (filed as Exhibit 1(b) to Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A and incorporated herein by reference).
a(3) -- Articles Supplementary (filed as Exhibit 1(c) to Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A and incorporated herein by reference).
a(4) -- Form of Registrant's Articles of Amendment (filed as Exhibit 1(d) to Post-Effective Amendment No. 12 to
the Registration Statement on Form N-1A and incorporated herein by reference).
a(5) -- Form of Articles Supplementary (filed as Exhibit 1(e) to Post-Effective Amendment No. 12 to the
Registration Statement on Form N-1A and incorporated herein by reference).
a(6) -- Form of Articles Supplementary (filed as Exhibit 1(f) to Post-Effective Amendment No. 15 to the
Registration Statement on Form N-1A and incorporated herein by reference).
a(7) -- Form of Articles Supplementary (filed as Exhibit 1(g) to Post-Effective Amendment No. 17 to the
Registration Statement and incorporated by reference herein).
a(8) -- Form of Articles of Amendment (filed as Exhibit 1(h) to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A and incorporated herein by reference).
a(9) -- Form of Articles Supplementary (filed as Exhibit 1(i) to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A and incorporated herein by reference).
a(10) -- Form of Articles Supplementary (filed as Exhibit 1(j) to Post-Effective Amendment No. 25 to the
Registration Statement on Form N-1A and incorporated herein by reference).
b -- Registrant's By-Laws (filed as Exhibit 2 to the Registration Statement on Form N-1A (File Nos. 33-34423
and 811-06087) and incorporated herein by reference).
c -- None.
d(1) -- Management Contract between Registrant and Salomon Brothers Asset Management Inc ('SBAM') dated November
28, 1997 relating to the Cash Management Fund (filed as Exhibit 5(a) to Post-Effective Amendment No. 25
to the Registration Statement on Form N-1A and incorporated herein by reference).
d(2) -- Management Contract between Registrant and SBAM dated November 28, 1997 relating to Institutional Money
Market Fund (filed as Exhibit 5(b) to Post-Effective Amendment No. 25 to the Registration Statement on
Form N-1A and incorporated herein by reference).
d(3) -- Management Contract between Registrant and SBAM dated November 28, 1997 relating to the New York
Municipal Money Market Fund (filed as Exhibit 5(c) to Post-Effective Amendment No. 25 to the Registration
Statement on Form N-1A and incorporated herein by reference).
d(4) -- Management Contract between Registrant and SBAM dated November 28, 1997 relating to the National
Intermediate Municipal Fund (filed as Exhibit 5(d) to Post-Effective Amendment No. 25 to the Registration
Statement on Form N-1A and incorporated herein by reference).
</TABLE>
C-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------------------------------------------------------------------------------------------------------
<S> <C>
d(5) -- Management Contract between Registrant and SBAM dated November 28, 1997 relating to the U.S. Government
Income Fund (filed as Exhibit 5(e) to Post-Effective Amendment No. 25 to the Registration Statement on
Form N-1A and incorporated herein by reference).
d(6) -- Management Contract between Registrant and SBAM dated November 28, 1997 relating to the High Yield Bond
Fund (filed as Exhibit 5(f) to Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A
and incorporated herein by reference).
d(7) -- Management Contract between Registrant and SBAM dated November 28, 1997 relating to the Strategic Bond
Fund (filed as Exhibit 5(g) to Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A
and incorporated herein by reference).
d(8) -- Subadvisory Consulting Agreement between SBAM and Salomon Brothers Asset Management Limited ('SBAM
Limited') dated November 28, 1997 relating to the Strategic Bond Fund (filed as Exhibit 5(h) to
Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A and incorporated herein by
reference).
d(9) -- Management Contract between Registrant and SBAM dated November 28, 1997 relating to the Total Return
Fund (filed as Exhibit 5(i) to Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A
and incorporated herein by reference).
d(10) -- Management Contract between Registrant and SBAM dated November 28, 1997 relating to the Asia Growth Fund
(filed as Exhibit 5(j) to Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A and
incorporated herein by reference).
d(11) -- Subadvisory Agreement between SBAM and Salomon Brothers Asset Management Asia Pacific Limited ('SBAM
AP') dated November 28, 1997 relating to the Asia Growth Fund (filed as Exhibit 5(k) to Post-Effective
Amendment No. 25 to the Registration Statement on Form N-1A and incorporated herein by reference).
d(12) -- Form of Management Contract between Registrant and SBAM relating to Small Cap Growth Fund (filed as
Exhibit 5(l) to Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A and
incorporated herein by reference).
d(13) -- Form of Subadvisory Agreement between SBAM and Citibank, N.A. relating to the Large Cap Growth Fund and
International Equity Fund will be filed by Amendment.
(e) -- Distribution Agreement between Registrant and CFBDS, Inc dated September 1, 1998 filed as Exhibit(e) to
Post-Effective Amendment No. 28 to the Registration Statement on Form N-1A and incorporated herein by
reference.
f -- None.
g(1) -- Form of Custodian Agreement between Registrant and The Chase Manhattan Bank, N.A. will be filed by
amendment.
g(2) -- Form of Custodian Agreement between Registrant and PNC Bank, National Association will be filed by
amendment.
h(1) -- Form of Administration Agreement between Registrant and SBAM filed as Exhibit(e) to Post-Effective
Amendment No. 28 to the Registration Statement on Form N-1A and incorporated herein by reference.
h(2) -- Form of Amendment to Transfer Agency Agreement between Registrant and First Data Investor Services
Group, Inc (filed as Exhibit 9(d) to Post-Effective Amendment No. 25 to the Registration Statement on
Form N-1A and incorporated herein by reference).
h(3) -- Form of Subadministration Agreement between SBAM and SBAM Limited filed as Exhibit 9(f) to
Post-Effective Amendment No. 18 to the Registration Amendment on Form N-1A (File Nos. 33-34423 and
811-06087) and incorporated herein by reference.
h(4) -- Form of Administration Agreement between Registrant and Salomon Brothers Asset Management Inc relating
to the Small Cap Growth Fund (filed as Exhibit 9(g) to Post-Effective Amendment No. 25 to the
Registration Statement on Form N-1A and incorporated herein by reference).
</TABLE>
C-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------------------------------------------------------------------------------------------------------
<S> <C>
i -- Opinion and Consent of Counsel of Piper & Marbury, LLP as to the Legality of Securities Being Registered
(filed as Exhibit 10 to Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A and
incorporated herein by reference).
j -- Consent of Independent Accountants filed as Exhibit (j) to Post-Effective Amendment No. 28 to the
Registration Statement on Form N-1A and incorporated herein by reference.
k -- None.
l(1) -- Share Purchase Agreement (filed as Exhibit 13 to Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A (File Nos. 33-34423 and 811-06087) and incorporated herein by reference).
l(2) -- Form of Share Purchase Agreement relating to National Intermediate Municipal Fund, U.S. Government
Income Fund, High Yield Bond Fund and the Strategic Bond Fund (filed as Exhibit 13(b) to Post-Effective
Amendment No. 12 to the Registration Statement on Form N-1A and incorporated herein by reference).
l(3) -- Form of Share Purchase Agreement Relating to Total Return Fund (filed as Exhibit 13(c) to Post-Effective
Amendment No. 15 to the Registration Statement on Form N-1A (File Nos. 33-34423 and 811-06087) and
incorporated herein by reference).
l(4) -- Form of Share Purchase Agreement Relating to Asia Growth Fund filed as Exhibit 13(d) to Post-Effective
Amendment No. 18 to the Registration Statement on Form N-1A (File Nos. 33-34423 and 811-06087 and
incorporated herein by reference).
l(5) -- Form of Share Purchase Agreement relating to New York Municipal Money Market Fund (filed as Exhibit
13(e) to Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A and incorporated
herein by reference).
l(6) -- Form of Share Purchase Agreement relating to Small Cap Growth Fund (filed as Exhibit 13(f) to
Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A and incorporated herein by
reference).
m -- Form of Amended Services and Distribution Plan for Salomon Brothers Series Funds Inc will be filed by
amendment.
n -- Not applicable.
o -- Form of Multiclass Plan Pursuant to Rule 18f-3 Under the Investment Company Act of 1940 for the Salomon
Brothers Series Funds Inc (filed as Exhibit 18(d) to Post-Effective Amendment No. 13 to the Registration
Statement on Form N-1A (File Nos. 33-34423 and 811-06087) and incorporated herein by reference).
</TABLE>
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Certain portfolios of the Registrant may be deemed to be under common
control with Salomon Brothers Capital Fund Inc because the same (or an
affiliated) entity owns greater than 25% of the outstanding shares of one or
more classes of shares of such portfolios and such fund.
ITEM 25. INDEMNIFICATION.
Reference is made to Article VII of Registrant's Articles of Incorporation,
Article IV of Registrant's By-Laws and Section 4 of the Distribution Agreements
between the Registrant and CFBDS, Inc.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the 'Securities Act'), may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant understands that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or
C-3
<PAGE>
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
The list required by this Item 26 of officers and directors of SBAM, SBAM
Limited and SBAM AP together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by such
officers and directors during the past two years, is incorporated by reference
to Schedules A and D of their respective FORM ADV filed by SBAM, SBAM Limited
and SBAM AP, respectively, pursuant to the Advisers Act (SEC File Nos.
801-32046, 801-43335 and 801-51393, respectively).
ITEM 27. PRINCIPAL UNDERWRITER.
(a) CFBDS, Inc., ('CFBDS') the Registrant's Distributor, is also the
distributor for the following Smith Barney funds: Concert Investment Series,
Consulting Group Capital Markets Funds, Greenwich Street Series Fund, Smith
Barney Adjustable Rate Government Income Fund, Smith Barney Aggressive Growth
Fund Inc., Smith Barney Appreciation Fund, Inc., Smith Barney Arizona Municipals
Fund Inc., Smith Barney California Municipals Fund Inc., Smith Barney Concert
Allocation Series Inc., Smith Barney Equity Funds, Smith Barney Fundamental
Value Fund Inc., Smith Barney Funds, Inc., Smith Barney Income Funds, Smith
Barney Institutional Cash Management Fund, Inc., Smith Barney Investment Funds
Inc., Smith Barney Investment Trust, Smith Barney Managed Governments Fund Inc.,
Smith Barney Managed Municipals Fund Inc., Smith Barney Massachusetts Municipals
Fund, Smith Barney Money Funds, Inc., Smith Barney Muni Funds, Smith Barney
Municipal Money Market Fund, Inc., Smith Barney Natural Resources Fund Inc.,
Smith Barney New Jersey Municipals Fund Inc., Smith Barney Oregon Municipals
Fund Inc., Smith Barney Principal Return Fund, Smith Barney Small Cap Blend
Fund, Inc., Smith Barney Telecommunications Trust, Smith Barney Variable Account
Funds, Smith Barney World Funds, Inc., Travelers Series Fund Inc., and various
series of unit investment trusts.
CFBDS also serves as the distributor for the following funds: The Travelers
Fund UL for Variable Annuities, The Travelers Fund VA for Variable Annuities,
The Travelers Fund BD for Variable Annuities, The Travelers Fund BD II for
Variable Annuities, The Travelers Fund BD III for Variable Annuities, The
Travelers Fund BD IV for Variable Annuities, The Travelers Fund ABD for Variable
Annuities, The Travelers Fund ABD II for Variable Annuities, The Travelers
Separate Account PF for Variable Annuities, The Travelers Separate Account PF II
for Variable Annuities, The Travelers Separate Account QP for Variable
Annuities, The Travelers Separate Account TM for Variable Annuities, The
Travelers Separate Account TM II for Variable Annuities, The Travelers Separate
Account Five for Variable Annuities, The Travelers Separate Account Six for
Variable Annuities, The Travelers Separate Account Seven for Variable Annuities,
The Travelers Separate Account Eight for Variable Annuities, The Travelers Fund
UL for Variable Annuities, The Travelers Fund UL II for Variable Annuities, The
Travelers Variable Life Insurance Separate Account One, The Travelers Variable
Life Insurance Separate Account Two, The Travelers Variable Life Insurance
Separate Account Three, The Travelers Variable Life Insurance Separate Account
Four, The Travelers Separate Account MGA, The Travelers Separate Account MGA II,
The Travelers Growth and Income Stock Account for Variable Annuities, The
Travelers Quality Bond Account for Variable Annuities, The Travelers Money
Market Account for Variable Annuities, The Travelers Timed Growth and Income
Stock Account for Variable Annuities, The Travelers Timed Short-Term Bond
Account for Variable Annuities, The Travelers Timed Aggressive Stock Account for
Variable Annuities, The Travelers Timed Bond Account for Variable Annuities.
In addition, CFBDS, the Registrant's Distributor, is also the distributor
for CitiFunds Multi-State Tax Free Trust, CitiFunds Premium Trust, CitiFunds
Institutional Trust, CitiFunds Tax Free Reserves, CitiFunds Trust I, CitiFunds
Trust II, CitiFunds Trust III, CitiFunds International Trust, CitiFunds Fixed
Income Trust, CitiSelect VIP Folio 200, CitiSelect VIP Folio 300, CitiSelect VIP
Folio 400, CitiSelect VIP Folio 500, CitiFunds Small Cap Growth VIP Portfolio.
CFBDS is also the placement agent for
C-4
<PAGE>
Large Cap Value Portfolio, Small Cap Value Portfolio, International Portfolio,
Foreign Bond Portfolio, Intermediate Income Portfolio, Short-Term Portfolio,
Growth & Income Portfolio, U.S. Fixed Income Portfolio, Large Cap Growth
Portfolio, Small Cap Growth Portfolio, International Equity Portfolio, Balanced
Portfolio, Government Income Portfolio, Tax Free Reserves Portfolio, Cash
Reserves Portfolio and U.S. Treasury Reserves Portfolio.
In addition, CFBDS is also the distributor for the following Salomon
Brothers funds: Salomon Brothers Opportunity Fund Inc, Salomon Brothers
Investors Fund Inc, Salomon Brothers Capital Fund Inc, Salomon Brothers Series
Funds Inc, Salomon Brothers Institutional Series Funds Inc, Salomon Brothers
Variable Series Funds Inc.
In addition, CFBDS is also the distributor for the Centurion Funds, Inc.
(b) The information required by this Item 27 with respect to each director
and officer of CFBDS is incorporated by reference to Schedule A of Form BD filed
by CFBDS pursuant to the Securities and Exchange Act of 1934 (File No. 8-32417).
(c) Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
(1) SBAM
7 World Trade Center
New York, New York 10048
(2) Chase Manhattan Bank
Chase Metrotech Center
Brooklyn, NY 11245
(3) First Data Investor Services Group, Inc.
P.O. Box 9764
Providence, RI 02940-9764
(4) PNC Bank, N.A.
Airport Business Center
International Court 2
200 Stevens Drive
Lester, Pennsylvania 19113
ITEM 29. MANAGEMENT SERVICES.
Not applicable.
ITEM 30. UNDERTAKINGS.
Registrant undertakes to furnish to each person to whom a prospectus is
delivered a copy of Registrant's latest annual report to shareholders, upon
request and without charge.
C-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, the Registrant has duly caused
this Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
and State of New York, on the 17th day of June, 1999.
SALOMON BROTHERS SERIES FUNDS INC
(Registrant)
By /s/ HEATH B. MCLENDON
...................................
HEATH B. MCLENDON
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------- ---------------------------------------------- -------------------
<C> <S> <C>
/S/ HEATH B. MCLENDON Director and President (Principal Executive June 17, 1999
........................................ Officer)
(HEATH B. MCLENDON)
* Director June 17, 1999
........................................
(CHARLES F. BARBER)
* Director June 17, 1999
........................................
(CAROL L. COLMAN)
* Director June 17, 1999
........................................
(DANIEL P. CRONIN)
/S/ LEWIS E. DAIDONE Executive Vice President and Treasurer June 17, 1999
........................................ (Principal Financial and Accounting Officer)
(LEWIS E. DAIDONE)
*By
/s/ LEWIS E. DAIDONE
........................................
LEWIS E. DAIDONE
AS ATTORNEY-IN-FACT
</TABLE>
C-6
STATEMENT OF DIFFERENCES
------------------------
The dagger symbol shall be expressed as ................................... 'D'
The registered trademark symbol shall be expressed as ..................... 'r'
Characters normally expressed as superscript shall be preceded by......... 'pp'
