<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 2000
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. 31 [x]
AND/OR
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [x]
AMENDMENT NO. 33 [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:
SARAH COGAN, 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:
[x] immediately upon filing pursuant to Rule 485(b)
[ ] on [ ] pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new
effective date for a previously filed
post-effective amendment.
--------------------------------------------------------------------------------
<PAGE>
PART A
SALOMON BROTHERS INVESTMENT SERIES
AMENDMENT DATED DECEMBER 18, 2000 TO
PROSPECTUS DATED APRIL 28, 2000 (THE 'PROSPECTUS')
The following information amends and, to the extent inconsistent therewith,
supercedes information in the Prospectus of the Salomon Brothers Investment
Series.
CLASS Y SHARES
In addition to Class A, B, 2 and O shares, Salomon Brothers Small Cap Growth
Fund and Salomon Brothers Investors Value Fund offer Class Y shares. The rights,
restrictions and limitations of Class Y shares are more fully discussed in the
Prospectus.
FEE TABLE (CLASS Y SHARES)
<TABLE>
<CAPTION>
SMALL CAP GROWTH INVESTORS VALUE
---------------- ---------------
<S> <C> <C>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum sales charge on purchases........................... None None
Maximum deferred sales charge on Redemption................. None None
ANNUAL FUND OPERATION EXPENSES (PAID BY THE FUND
AS A % OF NET ASSETS)
Management fees............................................. 0.80% 0.52%
Distribution and service (12b-1) fee........................ None None
Other expenses.............................................. 0.34%* 0.11%*
Total annual fund operating expenses........................ 1.14% 0.63%
</TABLE>
* Based on estimated amounts for the fiscal year ending December 31, 2000.
EXAMPLE
<TABLE>
<CAPTION>
NUMBER OF YEARS YOU OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------------------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Your costs would be:
Class Y -- Small Cap Growth................................. $129 $403 $697 $1,534
Class Y -- Investors Value.................................. $ 64 $202 $351 $ 786
</TABLE>
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.
EXCHANGEABILITY
Class Y shares of each fund are exchangeable for shares of the same class of
any other fund in the Salomon Brothers Investment Series.
INVESTMENT TECHNIQUES
The discussion on page 34 of the Prospectus under 'Foreign and emerging
market investments' is hereby amended to delete the 2nd italicized paragraph in
the left column.
<PAGE>
Prospectus dated April 27, 2000, filed under Part A of the Registrant's
Post-Effective Amendment No. 30 filed on April 27, 2000 as Accession No.
950117-00-001067, is hereby incorporated by reference.
PART B
Statement of Additional Information, filed under Part B of the Registrant's
Post-Effective Amendment No. 30 filed on April 27, 2000 as Accession
No. 950117-00-001067, is hereby incorporated by reference.
ITEM 22. FINANCIAL STATEMENTS.
Registrant's Annual Report for the fiscal year December 31, 1999 is
incorporated herein by reference to the Registrant's definitive Rule 30b2-1
filed on March 7, 2000 as Accession No. 91155-00-000181
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).
</TABLE>
C-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
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).
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 filed as exhibit to
Post-Effective Amendment No. 29 to the Registration
Statement on Form N-1A and incorporated herein by
reference.
(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 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.
</TABLE>
C-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
h(2) -- Form of Amendment to Transfer Agency Agreement between
Registrant and PFPC Global Fund Services, Inc., formerly
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).
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. 30 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 -- 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).
p -- Code of Ethics (filed as Exhibit P to Post-Effective
Amendment No. 30 to the Registration Statement on
Form N-1A 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.
C-3
<PAGE>
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 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.
CFBDS, Inc., ('CFBDS') the Registrant's Distributor, is the distributor for
CitiFunds Multi-State Tax Free Trust, CitiFunds Premium Trust, CitiFunds
Institutional Trust, CitiFunds Tax Free Reserves, CitiFunds Trust III. CFBDS is
also the placement agent for 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 Value Fund Inc, Salomon Brothers Capital Fund Inc, Salomon Brothers
Series Funds Inc, Salomon Brothers Institutional Series Funds Inc, Salomon
Brothers Variable Series 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) PFPC Global Fund Services, Inc.
P.O. Box 9764
Providence, RI 02940-9764
C-4
<PAGE>
(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 (the
'1933 Act'), and the Investment Company Act of 1940, as amended, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Registration Statement under Rule 485(b) of the 1933 Act and 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 18 day of December, 2000.
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
--------- ----- ----
<S> <C> <C>
/S/ HEATH B. MCLENDON Director and President (Principal December 18, 2000
...................................... Executive Officer)
(HEATH B. MCLENDON)
* Director December 18, 2000
......................................
(CHARLES F. BARBER)
* Director December 18, 2000
......................................
(CAROL L. COLMAN)
* Director December 18, 2000
......................................
(DANIEL P. CRONIN)
/S/ LEWIS E. DAIDONE Executive Vice President and December 18, 2000
...................................... Treasurer (Principal Financial and
(LEWIS E. DAIDONE) Accounting Officer)
/s/ HEATH B. MCLENDON
*By ...................................
HEATH B. MCLENDON
AS ATTORNEY-IN-FACT
</TABLE>
C-6
