SMITH BARNEY SHEARSON WORLDWIDE PRIME ASSETS FUND
SUPPLEMENT TO PROSPECTUS
dated April 1, 1994
On March 29, 1994, the Board of Trustees of Smith Barney Shearson
Worldwide Prime Assets Fund (the "Fund") approved a proposed reorganization
pursuant to which the assets of the Fund would be acquired by Smith Barney
Shearson Limited Maturity Treasury Fund ("Limited Maturity Treasury Fund"), a
subtrust of Smith Barney Shearson Income Trust, through an exchange of shares
of Limited Maturity Treasury Fund and the assumption by Limited Maturity
Treasury Fund of substantially all of the Fund's liabilities. These shares
would then be distributed to shareholders of the Fund in liquidation of the
Fund.
Under the terms of the proposed reorganization, each shareholder of the
Fund would become a shareholder of Limited Maturity Treasury Fund, receiving
shares of the Limited Maturity Treasury Fund with a value equal to the value
of the shareholder's investment in the Fund in accordance with the terms of
the plan of reorganization. No sales charge would be imposed in the
transaction, although a gain or loss for Federal income tax purposes may be
recognized by shareholders as a result of the reorganization.
The proposed reorganization is subject to the fulfillment of certain
conditions, including the approval of shareholders of the Fund. Proxy
materials describing the proposed reorganization will be mailed to Fund
shareholders in anticipation of a meeting of shareholders expected to be held
in June, 1994. If approved by shareholders at that time, the transaction will
occur as soon after the meeting as practicable. In anticipation of the
meeting of shareholders, effective April 18, 1994, no further purchase of
shares of the Fund will be accepted nor will exchanges into the Fund be
allowed.
Dated: April 1, 1994
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