<PAGE>
ANNUAL REPORT NOVEMBER 30, 1993
SMITH BARNEY SHEARSON
WORLDWIDE
PRIME ASSETS
FUND
[LOGO]
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
DEAR SHAREHOLDER:
INVESTMENT OBJECTIVE
The Fund seeks to maximize current income while protecting principal. To
achieve this objective a currency cross-hedging strategy is employed with
investments in high-quality debt securities of less than one year maturity,
denominated in U.S. dollars and foreign currencies.
PERFORMANCE
Class A shares returned -0.78% and Class B shares returned -1.60%* for the
fiscal year ended on November 30, 1993. These returns comprise an income gain
offset by a capital loss. While dividends in excess of money market rates have
continued to be distributed, the net asset value (NAV) on the Fund has fallen
from $1.81 to $1.73 in the past twelve months. This has largely been due to the
unfavorable market conditions that have prevailed within Europe over this
period.
MARKET REVIEW
The European currency tensions that resulted in devaluations at the end of
1992, resurfaced over the summer. In an attempt to release these pressures, the
fluctuation bands in the Exchange Rate Mechanism (ERM) were widened to +/-15% in
August for all members except Germany and the Netherlands. These bands indicate
the range in which bilateral exchange rates of ERM member countries can move.
Many European countries consequently depreciated against the deutschemark bloc.
Currency weakness was exacerbated by members not seizing the opportunity to aid
economic recovery in their countries by reducing interest rates below those in
Germany.
The Bundesbank has cut the discount rate six times in the last year. While
immediate currency tensions within the ERM were eased as a result of such cuts,
the pace of cuts has been too slow to make a significant
CONTINUED
- --------------------------------------------------------------------------------
*The Fund commenced selling Class B shares on November 6, 1992 and these shares
were first purchased by the public on April 15, 1993.
1
<PAGE>
contribution to European economic recovery. High unemployment and the associated
social problems have consequently placed downward pressure on European
currencies, particularly outside of the deutschemark bloc.
The problems in Europe over the last year have been detrimental to the Fund.
The cross-hedging strategy that the Fund follows uses lower yielding currencies,
typically the deutschemark bloc within Europe, to hedge higher yielding
currencies, which have underperformed.
The state of emergency in Russia provoked by opposition to President
Yeltsin's dissolution of parliament impacted currency markets for only a few
weeks in September and October 1993. The deutschemark bloc suffered against
other European currencies and the US dollar during this period to the Fund's
advantage.
At the end of October and the first half of November the Fund suffered from
New Zealand dollar weakness caused by a hung parliament result in the General
election. At the same time the Italian lira and Spanish peseta fell on continued
political problems and poor economic fundamentals.
OUTLOOK
In order for core European currencies to weaken relative to the high yielding
currencies, the pace of German interest rate cuts needs to be accelerated.
Falling money supply and inflation, together with a recessionary economy, will
ensure that interest rates will continue to be cut. Money supply has not yet
fallen into the target growth range of 4.5% to 6.5%. October's growth was just
above the top of the range at 6.9%. The fulfilment of the money supply target,
together with a deepening recession, may well accelerate interest rate cuts in
the coming months.
The future of the ERM remains uncertain. The consequences on the Fund of a
crumbling ERM are on the whole advantageous for the Fund. The range of interest
rates prevailing in Europe due to the pursuit of divergent monetary policies
would be likely to widen. This has direct benefits for the Fund since the income
received from its investments would rise relative to the yield it is paying to
hedge their currency exposure.
STRATEGY
The strategy adopted by the Fund is intended to provide a return above money
market rates. Of course, while the Fund's price per share will fluctuate with
market conditions, money market funds seek to maintain a
CONTINUED
2
<PAGE>
stable net asset value of $1.00. To the extent that income for tax purposes has
failed to meet net interest rate distributions, the Fund's dividends have been
characterized as returns of capital on a tax basis.
To help offset the difficulties of the cross-hedging strategy, the Fund has
increased the number of its fully hedged and unhedged bond positions in European
markets. We believe that there is still scope for a reduction in bond yields in
Europe on the basis that real yields are still abnormally high. Economic
recovery remains elusive making a resurgence in inflation unlikely. Real yields
will fall therefore only on the back of a continued European bond rally.
However, the Fund is severely limited in its exposure to falling yields due to
its one year maturity restriction.
With the changes we have proposed, we hope to achieve in future months
greater NAV stability than the previous strategy and market conditions allowed.
Sincerely,
Heath B. McLendon Alan J. Brown Paul F. Duncombe
CHAIRMAN OF THE BOARD VICE PRESIDENT AND VICE PRESIDENT AND
AND INVESTMENT OFFICER INVESTMENT OFFICER INVESTMENT OFFICER
January 17, 1994
3
<PAGE>
HISTORICAL PERFORMANCE
<TABLE>
<CAPTION>
NET ASSET VALUE CAPITAL GAINS DISTRIBUTIONS TOTAL
YEAR ENDED CLASS A CLASS B DISTRIBUTED PAID RETURN
NOVEMBER 30, BEGINNING ENDING BEGINNING ENDING CLASS A CLASS B CLASS A CLASS B CLASS A* CLASS B**
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-------------------------------------------------------------------------------------
1/14/91 -
11/30/91 $2.00 $1.94 -- $0.13 3.43%
-------------------------------------------------------------------------------------
1992 1.94 1.81 -- 0.09 (2.03)
-------------------------------------------------------------------------------------
1993 1.81 1.73 $1.80 $1.73 -- -- 0.07 0.04 (0.78) (1.60)%
-------------------------------------------------------------------------------------
TOTAL -- -- $0.29 0.04
-------------------------------------------------------------------------------------
CUMULATIVE TOTAL RETURN - CLASS A SHARES (1/14/91 THROUGH 11/30/93) .54%
-------------------------------------------------------------------------------------
CUMULATIVE TOTAL RETURN - CLASS B SHARES (11/6/92 THROUGH 11/30/93) (1.60)%
-------------------------------------------------------------------------------------
<FN>
*Figures assume reinvestment of all dividends and capital gains distributions at
net asset value.
**Figures assume reinvestment of all dividends and capital gains distributions
at net asset value and do not assume deduction of the contingent deferred sales
charge ("CDSC") (maximum 5.0% as of November 6, 1992).
</TABLE>
IT IS THE FUND'S POLICY TO DISTRIBUTE DIVIDENDS MONTHLY
AND CAPITAL GAINS, IF ANY, ANNUALLY.
AVERAGE ANNUAL TOTAL RETURN -- CLASS A SHARES**
<TABLE>
<CAPTION>
WITHOUT
ACTUAL FEE WAIVER
<S> <C> <C>
- ---------------------------------------------------------
Year Ended 11/30/93 (0.78)% (1.35)%
- ---------------------------------------------------------
Inception 01/14/91 through 11/30/93 .19 (0.01)
- ---------------------------------------------------------
<FN>
**All average annual total return figures shown reflect the reinvestment of
dividends and capital gains at net asset value. The Fund commenced operations on
January 14, 1991. The Fund waived fees and reimbursed expenses from January 1991
to the present. A shareholder's actual return for periods during which waivers
and reimbursements were in effect would be the higher of the two numbers shown.
During the year ended November 30, 1993, the Fund had exchanges and redemptions
of Class B shares. At November 30, 1993, there was one outstanding Class B share
in existence, and therefore no relevant performance data is presented for that
class.
NOTE: As of November 6, 1992, shares of the Fund were designated as Class A --
subject to an annual distribution fee of .90% of average daily net assets
attributable to that class.
</TABLE>
4
<PAGE>
A line graph depicting the total growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 in Worldwide Prime Assets
Fund's Class A shares on January 14, 1991 through November 30, 1993 as compared
with the growth of a $10,000 investment in the Salomon Currency-Hedged World
Government Bond Index. The plot points used to draw the line graph were as
follows:
<TABLE>
<CAPTION>
GROWTH OF $10,000
INVESTMENT SALOMON
GROWTH OF $10,000 CURRENCY-HEDGED
INVESTED IN SHARE WORLD GOVERNMENT
MONTH ENDED OF THE FUND BOND INDEX
<S> <C> <C>
12/31/90 -- $10,000
01/14/91 $10,000 --
01/91 $10,089 $10,088
03/91 $10,072 $10,224
06/91 $10,105 $10,393
09/91 $10,284 $10,699
12/91 $10,344 $11,008
03/92 $10,487 $11,054
06/92 $10,563 $11,307
09/92 $10,183 $11,581
12/92 $10,166 $11,686
03/93 $10,199 $11,901
06/93 $10,241 $12,085
09/93 $10,165 $12,254
11/93 $10,054 $12,336
</TABLE>
+ Hypothetical illustration of $10,000 invested in Class A shares on January 14,
1991, and reinvestment of dividends and capital gains at net asset value
through November 30, 1993.
Salomon Brothers Currency-Hedged World Government Bond Index (1-3 years)
consists of worldwide fixed-rate government bonds with one-to-three years to
maturity. Index returns assume reinvestment of dividends and, unlike Fund
returns, do not reflect any fees or expenses.
This period was one in which security prices fluctuated and the results should
not be considered as a representation of the dividend income or capital gain
or loss which may be realized from an investment in the Fund today. No
adjustment has been made for shareholder tax liability on dividends or capital
gains.
NOTE: All figures cited here and on the following pages represent past
performance of the Fund and do not guarantee future results of Class A shares.
5
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
- ---------------------------------------------------------------------------
PORTFOLIO HIGHLIGHTS November 30, 1993 (unaudited)
INDUSTRY BREAKDOWN
Pie chart depicting the allocation of the Worldwide Prime Assets Fund's
investment securitites held at November 30, 1993 by industry classification. The
pie is broken in pieces representing industries in the following percentages:
<TABLE>
<CAPTION>
INDUSTRY PERCENTAGE
<S> <C>
Food 3.7%
Utility 4.8%
Repurchase Agreement, Time Deposits
and Net Other Assets 11.0%
Consumer Non-Durables 7.1%
Banking 41.4%
Government Bonds 32.0%
</TABLE>
TOP TEN HOLDINGS
<TABLE>
<CAPTION>
Percentage of
Issuer Net Assets
<S> <C>
- -----------------------------------------------------------------------------------
KINGDOM OF FINLAND 16.5%
KINGDOM OF DENMARK TREASURY BILLS 11.2
PACIFIC DUNLOP 7.1
CASSA RISPARMI VERONA 5.4
REPUBLIC OF CYPRUS 4.9
MONTREAL TRUST COMPANY OF CANADA 4.9
CREDITO ITALIANO 4.2
BONOS OBLIGATION DEL ESTADO 4.0
UNIBANK 3.8
COMPAGNIE BANCAIRE 3.7
</TABLE>
6
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
- ---------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS November 30, 1993
<TABLE>
<CAPTION>
MARKET VALUE
FACE VALUE (NOTE 1)
<C> <S> <C>
---------------------------------------------------------------------------
UNITED STATES DOLLAR BONDS -- 31.7%
US$ 3,000,000 Australia & New Zealand Bank,
3.32% due 1/6/94+ $ 2,990,073
3,000,000 Compagnie Bancaire,
3.28% due 1/4/94+ 2,990,734
3,000,000 CSR America Inc.,
3.42% due 2/1/94+ 2,982,740
3,000,000 IMI Bank,
3.42% due 2/7/94+ 2,981,054
4,000,000 Montreal Trust Company of
Canada,
3.48% due 1/4/94+ 3,986,896
3,000,000 Nova Scotia Resources,
3.42% due 2/2/94+ 2,982,459
4,000,000 Republic of Cyprus,
Zero Coupon due 12/1/93+ 4,000,000
3,000,000 Westpac Banking Corporation,
3.34% due 3/1/94+ 2,974,884
---------------------------------------------------------------------------
TOTAL UNITED STATES DOLLAR
BONDS
(Cost $25,887,765) 25,888,840
---------------------------------------------------------------------------
FINNISH MARKKAA BOND -- 16.5% (COST $13,650,214)
FIM 80,000,000 Kingdom of Finland Treasury
Bill,
5.83% due 3/15/94+ 13,458,618
---------------------------------------------------------------------------
DANISH KRONE BONDS -- 12.2%
DKK 5,580,000 Forsmarks Kraftgrupp,
9.75% due 5/25/94+ 827,990
Kingdom of Denmark Treasury
Bills:
28,000,000 6.84% due 1/3/94+ 4,097,367
35,000,000 6.99% due 4/5/94+ 5,031,620
---------------------------------------------------------------------------
TOTAL DANISH KRONE BONDS
(Cost $10,175,108) 9,956,977
---------------------------------------------------------------------------
ITALIAN LIRA BONDS -- 11.4%
ITL 5,000,000,000 Banca Di Sicilia,
8.94% due 1/12/94+ 2,901,849
6,000,000,000 Credito Italiano,
9.15% due 2/14/94 3,453,520
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
7
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
- --------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (CONTINUED) November 30, 1993
<TABLE>
<CAPTION>
MARKET VALUE
FACE VALUE (NOTE 1)
---------------------------------------------------------------------------
<C> <S> <C>
ITALIAN LIRA BONDS (CONTINUED)
ITL 5,000,000,000 Ostereische Postspankasse,
12.375% due 4/12/94 $ 2,956,458
---------------------------------------------------------------------------
TOTAL ITALIAN LIRA BONDS
(Cost $10,058,298) 9,311,827
---------------------------------------------------------------------------
GERMAN MARK BOND -- 7.1% (COST $5,748,121)
DEM 10,000,000 Pacific Dunlop,
6.17% due 2/16/94+ 5,751,462
---------------------------------------------------------------------------
EUROPEAN CURRENCY UNIT BOND -- 5.4% (COST $4,619,327)
ECU 4,000,000 Cassa Risparmi Verona,
6.69% due 1/12/94+ 4,441,339
---------------------------------------------------------------------------
SPANISH PESETA BOND -- 4.0% (COST $3,447,992)
ESP 460,000,000 Bonos Obligation Del Estado,
13.65% due 3/15/94+ 3,291,773
---------------------------------------------------------------------------
TIME DEPOSITS -- 6.3%
Salomon Brothers:
ITL 1,505,218,070 9.1875% due 12/3/93 882,696
1,963,190,184 9.0625% due 12/3/93 1,151,262
ECU 2,759,159 Unibank,
7.125% due 12/3/93 3,087,498
---------------------------------------------------------------------------
TOTAL TIME DEPOSITS
(Cost $5,169,035) 5,121,456
---------------------------------------------------------------------------
REPURCHASE AGREEMENT -- 4.6% (COST $3,764,000)
US$ 3,764,000 Agreement with Union Bank of
Switzerland,
3.15% dated 11/30/93 to be
repurchased at $3,764,329 on
12/1/93, collateralized by
$3,255,000 U.S. Treasury
Bond, 8.75% due 11/15/08 3,764,000
---------------------------------------------------------------------------
TOTAL INVESTMENTS (COST $82,519,860*) 99.2% 80,986,292
OTHER ASSETS AND LIABILITIES (NET) 0.8% 652,370
---------------------------------------------------------------------------
NET ASSETS 100.0% $81,638,662
---------------------------------------------------------------------------
<FN>
* Aggregate cost for Federal tax purposes.
+ Discount note; rate represents annualized yield to maturity. (unaudited)
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
8
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
- ---------------------------------------------
SCHEDULE OF FORWARD FOREIGN EXCHANGE CONTRACTS
NOVEMBER 30, 1993
<TABLE>
<CAPTION>
CONTRACT MARKET VALUE
VALUE DATE (NOTE 1)
<S> <C> <C>
- --------------------------------------------------------------------
FORWARD FOREIGN EXCHANGE CONTRACTS
TO BUY
6,500,000 Irish Punts 12/09/93 $ 9,154,504
14,700,000 New Zealand Dollars 12/21/93 8,011,008
280,000,000 Belgian Francs 01/04/94 7,673,988
17,300,000 Australian Dollars 01/10/94 11,377,702
23,000,000 Norwegian Krones 01/21/94 3,070,899
- --------------------------------------------------------------------
TOTAL FORWARD FOREIGN EXCHANGE
CONTRACTS TO BUY
(Contract amount $39,603,102) $ 39,288,101
- --------------------------------------------------------------------
FORWARD FOREIGN EXCHANGE CONTRACTS
TO SELL
6,500,000 Irish Punts 12/09/93 $ (9,154,504)
2,000,000 New Zealand Dollars 12/21/93 (1,089,933)
200,000,000 Belgian Francs 01/04/94 (5,481,420)
33,000,000 French Francs 01/04/94 (5,539,181)
29,000,000 French Francs 01/04/94 (4,867,765)
5,300,000 Australian Dollars 01/10/94 (3,485,654)
17,500,000 Netherland Guilders 01/21/94 (9,046,658)
88,000,000 Norwegian Krones 01/21/94 (11,749,526)
5,000,000 Netherland Guilders 01/21/94 (2,584,759)
29,000,000 Austrian Shillings 02/08/94 (2,391,070)
400,000,000 Japanese Yen 02/09/94 (3,677,669)
18,000,000 Swiss Francs 02/14/94 (11,963,225)
10,000,000 German Marks 02/16/94 (5,790,093)
42,000,000 Finnish Marks 03/15/94 (7,132,253)
- --------------------------------------------------------------------
TOTAL FORWARD FOREIGN EXCHANGE
CONTRACTS TO SELL
(Contract amount $85,050,238) $(83,953,710)
- --------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
9
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
- ---------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES November 30, 1993
<TABLE>
<S> <C> <C>
ASSETS:
Investments, at value (Cost
$82,519,860) (Note 1)
See accompanying schedule $ 80,986,292
Cash 2,838
Receivable for forward foreign exchange
contracts to sell 85,050,238
Forward foreign exchange contracts to
buy, at value
(Contract cost $39,698,058 ) (Note 1)
See accompanying schedule 39,288,101
Receivable for investment securities
sold 4,845,185
Interest receivable 588,877
Unamortized organization costs (Note 7) 79,918
Receivable for Fund shares sold 27,002
- ----------------------------------------------------------------------------
TOTAL ASSETS 210,868,451
- ----------------------------------------------------------------------------
LIABILITIES:
Forward foreign exchange contracts to
sell, at value
(Contract cost $85,412,776 ) (Note 1)
See accompanying schedule $83,953,710
Payable for forward foreign exchange
contracts to buy 39,603,102
Payable for investment securities
purchased 5,138,159
Payable for Fund shares redeemed 248,547
Distribution fee payable (Note 3) 62,287
Custodian fees payable (Note 2) 60,000
Dividends payable 25,357
Investment advisory fee payable (Note
2) 21,628
Transfer agent fees payable (Notes 2
and 4) 8,000
Administration fee payable (Note 2) 7,959
Accrued Trustees' fees and expenses
(Note 2) 3,500
Accrued expenses and other payables 97,540
- ----------------------------------------------------------------------------
TOTAL LIABILITIES 129,229,789
- ----------------------------------------------------------------------------
NET ASSETS $ 81,638,662
- ----------------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
10
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
- ---------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES (CONTINUED) November 30, 1993
<TABLE>
<S> <C>
NET ASSETS consist of:
Net unrealized depreciation of
securities, forward foreign
exchange contracts and currency
transactions $ (549,452)
Par value 47,142
Paid-in capital in excess of par
value 82,140,972
- -----------------------------------------------------------
TOTAL NET ASSETS $ 81,638,662
- -----------------------------------------------------------
NET ASSET VALUE:
CLASS A SHARES:
NET ASSET VALUE, offering price and
redemption price per share
($81,638,660 DIVIDED BY 47,142,056
shares of beneficial interest
outstanding) $1.73
- -----------------------------------------------------------
CLASS B SHARES:
NET ASSET VALUE and offering price per
share+
($1.73 DIVIDED BY 1 share of
beneficial interest outstanding) $1.73
- -----------------------------------------------------------
<FN>
+ Redemption price per share is equal to Net Asset Value less any applicable
contingent deferred sales charge.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
11
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
- ---------------------------------------------------------------------------
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED NOVEMBER 30, 1993
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Interest $ 5,849,473
- ------------------------------------------------------------------------------------
EXPENSES:
Distribution fee (Note 3) $1,202,614
Investment advisory fee (Note 2) 601,334
Custodian fees (Note 2) 278,784
Administration fee (Note 2) 267,259
Transfer agent fees (Notes 2 and 4) 89,690
Legal and audit fees 59,653
Amortization of organization costs (Note 7) 37,679
Trustees' fees and expenses (Note 2) 22,957
Other 146,347
Fees waived by investment advisor and
administrator (Note 2) (367,482)
- ------------------------------------------------------------------------------------
TOTAL EXPENSES 2,338,835
- ------------------------------------------------------------------------------------
NET INVESTMENT INCOME 3,510,638
- ------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS (NOTES 1 AND 5):
Net realized gain/(loss) on:
Securities transactions (14,642,512)
Forward foreign exchange contracts 7,999,744
Currencies transactions 1,060,328
- ------------------------------------------------------------------------------------
Net realized loss on investments during the year (5,582,440)
- ------------------------------------------------------------------------------------
Net change in unrealized
appreciation/(depreciation) of:
Securities 4,244,742
Forward foreign exchange contracts (2,099,536)
Currencies and net other assets (64,994)
- ------------------------------------------------------------------------------------
Net unrealized appreciation of investments
during the year 2,080,212
- ------------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS (3,502,228)
- ------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $8,410
- ------------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
12
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
- ---------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR YEAR
ENDED ENDED
11/30/93 11/30/92
<S> <C> <C>
Net investment income $ 3,510,638 $ 21,608,358
Net realized loss on investments, forward foreign
exchange contracts and currency transactions during
the year (5,582,440) (35,088,588)
Net unrealized appreciation of investments, forward
foreign exchange contracts, foreign currency holdings
and net other assets during the year 2,080,212 10,169,271
- -------------------------------------------------------------------------------------
Net increase/(decrease) in net assets resulting from
operations 8,410 (3,310,959)
Distributions to shareholders from net investment
income:
Class A -- (22,339,082)
Class B -- --
Distributions in excess of realized gains
Class A 91,734
Class B 3
Distributions from capital
Class A 4,846,107
Class B 132
Net increase in net assets from:
Class A share transactions (Note 6) (138,276,589) (408,112,599)
Class B share transactions (Note 6) -- 2
- -------------------------------------------------------------------------------------
Net decrease in net assets (143,206,155) (433,762,638)
NET ASSETS:
Beginning of year 224,844,817 658,607,455
- -------------------------------------------------------------------------------------
End of year (including undistributed net investment
income $1,430,563 at November 30, 1992.) $ 81,638,662 $ 224,844,817
- -------------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
13
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
- ---------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
FOR A CLASS A SHARE OUTSTANDING THROUGHOUT EACH YEAR.
<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
11/30/93# 11/30/92 11/30/91*
<S> <C> <C> <C>
Net Asset Value, beginning of period $ 1.81 $ 1.94 $ 2.00
- -----------------------------------------------------------------------------------
Income from investment operations:
Net investment income*** 0.05 0.10 0.13
Net realized and unrealized loss on
securities (0.06) (0.14) (0.06)
- -----------------------------------------------------------------------------------
Total from investment operations (0.01) (0.04) 0.07
Less distributions:
Dividends from net investment income -- (0.09) (0.13)
Distributions in excess of realized gains (0.00)+++
Distributions from capital (0.07)
Net Asset Value, end of period $ 1.73 $ 1.81 $ 1.94
- -----------------------------------------------------------------------------------
Total return++ (0.78)% (2.03)% 3.43%
- -----------------------------------------------------------------------------------
Ratios to average net assets/supplemental
data:
Net assets, end of year (in 000's) $81,639 $224,845 $658,607
Ratio of expenses to average net assets+ 1.75% 1.80% 1.74%**
Ratio of net investment income to average
net assets 2.63% 4.89% 7.34%**
- -----------------------------------------------------------------------------------
<FN>
*The Fund commenced operations on January 14, 1991. Those shares outstanding
prior to November 6, 1992, were designated as Class A shares.
**Annualized.
***Net investment income before waiver of fees and expenses by investment
adviser and administrator for the years ended November 30, 1993, 1992, and
1991, were $0.04, $0.10, and $0.13.
+Annualized operating expense ratios before waiver of fees by investment
adviser and administrator for the years ended November 30, 1993, 1992, and
1991, were 2.03%, 1.87% and 1.82%, respectively.
++Total return represents aggregate total return for the periods indicated and
does not reflect any applicable sales charges.
+++This amount represents less than $.01.
#The per share amounts have been calculated using the monthly average shares
method, which more appropriately presents per share data for the year since
use of the undistributed method did not accord with the results of
operations.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
14
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
- --------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
FOR A CLASS B SHARE OUTSTANDING THROUGHOUT THE PERIOD.
<TABLE>
<CAPTION>
YEAR
ENDED
11/30/93*#
<S> <C>
Net Asset Value, beginning of period $1.80
- ---------------------------------------------------------------------------
Income from investment operations:
Net investment income** 0.02
Net realized and unrealized loss on securities (0.05)
- ---------------------------------------------------------------------------
Total from investment operations (0.03)
Less distributions:
Distributions in excess of realized gains (0.00)+++
Distributions from capital (0.04)
- ---------------------------------------------------------------------------
Net Asset Value, end of period $1.73
- ---------------------------------------------------------------------------
Total return++ (1.60)%
- ---------------------------------------------------------------------------
Ratios to average net assets/supplemental data:
Net assets, end of year $1.73
Ratio of expenses to average net assets+ 1.99%
Ratio of net investment income to average net assets 2.38%
- ---------------------------------------------------------------------------
<FN>
*The Fund commenced selling Class B shares on November 6, 1992. On November
30, 1992 there was one Class B share outstanding; however, no income or
expenses were allocated to this share for the period ended November 30, 1992.
**Net investment income before waiver of fees and expenses by investment
adviser and administrator for the fiscal year ended November 30, 1993 was
$0.01.
+Annualized operating expense ratios before waiver of fees by investment
adviser and administrator was 2.27% for the year ended November 30, 1993.
++Total return represents aggregate total return for the period indicated and
does not reflect any applicable sales charges.
+++This amount represents less than $0.01.
#The per share amounts have been calculated using the monthly average shares
method, which more appropriately presents per share data for the year since
use of the undistributed method did not accord with the results of
operations.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
15
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
- ---------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
Smith Barney Shearson Worldwide Prime Assets Fund ("the Fund") was organized
under the laws of the Commonwealth of Massachusetts on November 15, 1990 and
commenced operations on January 14, 1991. The Fund is an entity commonly known
as a "Massachusetts business trust" and is registered with the Securities and
Exchange Commission under the Investment Company Act of 1940, as amended (the
"1940 Act"), as a non-diversified, open-end management investment company. As of
November 6, 1992, the Fund offered two classes of shares to the general public:
Class A shares and Class B shares. Class A shares, which are available for
direct purchases, are offered without a sales charge. Class B shares, which are
available only through exchanges, are not offered for direct purchases but may
be acquired through exchanges with Class B shares of other funds in the Smith
Barney Shearson Group of Funds. A contingent deferred sales charge ("CDSC") is
applicable to Class B shares upon redemption and Class B shares are subject to
the highest CDSC (if any) of the shares from which the exchange or any preceding
exchange was made. Class B shares will convert automatically to Class A shares
eight years after the date of the original purchase. Both classes of shares have
identical rights and privileges except with respect to the expenses allocable
exclusively to each class, voting rights on matters affecting a single class,
the exchange privilege of each class and the conversion feature of Class B
shares. The following is a summary of significant accounting policies
consistently followed by the Fund in the preparation of its financial
statements.
PORTFOLIO VALUATION: The Fund's investments are valued at market value or,
in the absence of a market value, at fair value as determined by or under the
direction of the Fund's Board of Trustees. A security that is traded primarily
on a U.S. or foreign stock exchange is valued at the last sale price on that
exchange or, if no sales occurred during the day, at the current quoted bid
price. Securities that are traded primarily on foreign securities exchanges
generally are valued at the preceding closing values of the securities on their
respective exchanges, except that, when an occurrence subsequent to the time
that a value was so established is likely to have changed that value, the fair
market value of those securities will be determined by consideration of other
factors by or under the direction of the Fund's Board of Trustees. Short-term
investments that mature in 60 days or less are valued at amortized cost when the
Board of Trustees determines that such method of valuation reflects fair value
for the securities. Amortized cost involves valuing an instrument at its cost
initially and, thereafter,
16
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
- --------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
assuming a constant amortization to maturity of any discount or premium,
regardless of the effect of fluctuating interest rates on the market value of
the instrument.
FOREIGN CURRENCY: The books and records of the Fund are maintained in United
States (U.S.) dollars. Foreign currencies, investments and other assets and
liabilities are translated into U.S. dollars at the exchange rates prevailing at
the end of the period, and purchases and sales of investment securities, income
and expenses are translated on the respective dates of such transactions.
Unrealized gains and losses which result from changes in foreign currency
exchange rates have been included in the unrealized appreciation/(depreciation)
of investments and net other assets. Net realized foreign currency gains and
losses resulting from changes in exchange rates include foreign currency gains
and losses between trade date and settlement date on investment securities
transactions, foreign currency transactions and the difference between the
amounts of interest and dividends recorded on the books of the Fund and the
amount actually received. The portion of foreign currency gains and losses
related to fluctuation in exchange rates between the initial purchase trade date
and subsequent sale trade date is included in realized gains and losses on
investment securities sold.
FORWARD FOREIGN CURRENCY CONTRACTS: Forward foreign currency contracts are
valued at the forward rate, and are marked-to-market daily. The change in market
value is recorded by the Fund as an unrealized gain or loss. The difference
between the forward rate and the spot rate at the inception of the contract is
amortized or accreted to income over the life of the forward contract on the
straight line method and is included in interest income in the accompanying
statement of operations. When the contract is closed, the Fund records a
realized gain or loss equal to the difference between the value of the contract
as adjusted for accretion or amortization and the value at the time that it was
closed.
The use of forward currency contracts does not eliminate fluctuations in the
underlying prices of the Fund's portfolio securities, but it does establish a
rate of exchange that can be achieved in the future. Although forward foreign
currency contracts limit the risk of loss due to a decline in the value of the
hedged currency, they also limit any potential gain that might result should the
value of the currency increase. In addition, the Fund could be exposed to risks
if the counterparties to the contracts are unable to meet the terms of their
contracts.
REPURCHASE AGREEMENTS: The Fund may engage in repurchase agreement
transactions. Under the terms of a typical repurchase agreement, the Fund takes
17
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
- --------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
possession of an underlying debt obligation subject to an obligation of the
seller to repurchase, and the Fund to resell, the obligation at an agreed upon
price and time, thereby determining the yield during the Fund's holding period.
This arrangement results in a fixed rate of return that is not subject to market
fluctuations during the Fund's holding period. The value of the collateral is at
least equal at all times to the total amount of the repurchase obligations,
including interest. In the event of counterparty default, the Fund has the right
to use the collateral to offset losses incurred. There is potential loss to the
Fund in the event the Fund delayed or was prevented from exercising its rights
to dispose of the collateral securities including the risk of a possible decline
in the value of the underlying securities during the period while the Fund seeks
to assert its rights. The Fund's investment adviser, acting under the
supervision of the Board of Trustees, reviews the value of the collateral and
the creditworthiness of those banks and dealers with which the Fund enters into
repurchase agreements to evaluate potential risks.
SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are
recorded as of the trade date. Realized gains and losses from securities sold
are recorded on the identified cost basis. Interest income is recorded on the
accrual basis. The Fund accretes market discount on debt securities. Investment
income and realized and unrealized gains and losses are allocated based upon
relative net assets of each class.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: It is the policy of the Fund to
declare dividends from net investment income, determined on a class level, on
each day that the Fund is open for business and to pay such dividends monthly.
Capital gains, determined on a Fund basis, if any, generally will be paid
annually after the close of the fiscal year in which they are earned or at the
beginning of the next year. Additional distributions of net investment income
and capital gains may be made at the discretion of the Board of Trustees in
order to avoid the application of a 4% nondeductible excise tax on certain
undistributed amounts of capital gains. Income distributions and capital gain
distributions on a Fund level are determined in accordance with income tax
regulations which may differ from generally accepted accounting principles.
These differences are primarily due to differing treatments of income and gains
on various investment securities held by the Fund, timing differences and
differing characterization of distributions made by the Fund as a whole.
18
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
- --------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FEDERAL INCOME TAXES: It is the Fund's policy to comply with the
requirements of the Internal Revenue Code of 1986 applicable to regulated
investment companies and to distribute substantially all of its taxable income
to its shareholders. Therefore, no Federal income tax provision is required.
RECLASSIFICATIONS: During the current period, the Fund adopted Statement of
Position 93-2 "Determination, Disclosure, and Financial Statement Presentation
of Income, Capital Gain, and Return of Capital Distributions by Investment
Companies." Accordingly, certain reclassifications have been made to the
components of capital in the Statement of Net Assets to conform with the
accounting and reporting guidelines of this statement. Distributions in excess
of book basis accumulated realized gains or undistributed net investment income
that were the result of permanent book and tax accounting differences have been
reclassified to paid-in capital. In addition, amounts distributed in excess of
undistributed net investment income as determined for financial statement
purposes but as distributions from net investment income or accumulated net
realized gains for tax purposes, previously reported as distributions from
paid-in capital have been reclassified to reflect the tax characterization.
Accordingly, amounts as of November 30, 1992 have been restated to reflect a
decrease in paid-in capital and a decrease in undistributed net investment
income and an increase in accumulated net realized gains of $46,038,064,
$1,430,563 and $47,468,627. The Statement of Changes in Net Assets and Financial
Highlights for prior periods have not been restated to reflect this change in
presentation. Net investment income, net realized gains, and net assets on a
book and tax basis were not affected by this change.
2. INVESTMENT ADVISORY FEE, ADMINISTRATION FEE AND OTHER RELATED PARTY
TRANSACTIONS
The Fund has entered into an investment advisory agreement (the "Advisory
Agreement") with PanAgora Asset Management Limited ("PanAgora U.K."). Fifty
percent of the outstanding voting stock of PanAgora U.K. is owned by Nippon Life
Insurance Company and fifty percent is owned by Lehman Brothers Inc., which is a
wholly owned subsidiary of Lehman Brothers Holdings Inc. ("Holdings"). American
Express Company ("American Express") owns 100% of Holdings' issued and
outstanding common stock, which represents approximately 92% of Lehman Holdings'
issued and outstanding voting stock. The remainder of Holdings' voting stock is
owned by Nippon Life Insurance Company. Under the Advisory Agreement, the Fund
pays PanAgora U.K. a monthly fee at the annual rate of .45% of the value of its
average daily net assets.
19
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
- --------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
As of the close of business on July 30, 1993, The Travelers Inc. (which at
the time was known as Primerica Corporation) and Smith Barney, Harris Upham &
Co. Incorporated completed the acquisition of substantially all of the domestic
retail brokerage and asset management businesses of Shearson Lehman Brothers
Inc. and Smith Barney, Harris Upham & Co. Incorporated was renamed Smith Barney
Shearson, Inc. ("Smith Barney Shearson").
The Fund has also entered into an administration agreement (the
"Administration Agreement") dated May 21, 1993, with The Boston Company
Advisors, Inc. ("Boston Advisors"), an indirect wholly owned subsidiary of
Mellon Bank Corporation ("Mellon"). Under the Administration Agreement, the Fund
pays a monthly fee at the annual rate of .20% of the value of the Fund's average
daily net assets. Prior to May 21, 1993 Boston Advisors served as sub-investment
adviser and administrator to the Fund.
From time to time, PanAgora U.K. and Boston Advisors may waive a portion or
all of their respective fees otherwise payable to them. For the fiscal year
ended November 30, 1993, PanAgora U.K. and Boston Advisors voluntarily waived
fees of $253,897 and $113,585, respectively.
No director, officer or employee of Smith Barney Shearson, PanAgora U.K.,
Boston Advisors or any parent or subsidiary of those corporations receives any
compensation from the Fund for serving as an officer or Trustee of the Fund. The
Fund pays each Trustee who is not a director, officer or employee of Smith
Barney Shearson, PanAgora U.K., Boston Advisors or any of their affiliates,
$2,000 per annum plus $500 per meeting attended and reimburses each such Trustee
for travel and out-of-pocket expenses.
Boston Safe Deposit and Trust Company, an indirect wholly owned subsidiary
of Mellon, serves as the Fund's custodian. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation, serves as the Fund's transfer agent.
3. DISTRIBUTION AGREEMENT
Smith Barney Shearson acts as distributor of the Fund's shares pursuant to a
distribution agreement with the Fund, and sells shares of the Fund through Smith
Barney Shearson or its affiliates.
20
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
- --------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Fund has adopted a Services and Distribution Plan (the "Plan") pursuant
to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund pays Smith Barney
Shearson, for both Class A and Class B shareholders, a distribution fee accrued
daily and payable monthly, calculated at the annual rate of .90% of the value of
the average daily net assets of each respective class of shares for activities
primarily intended to result in the sale of its shares. For the year ended
November 30, 1993, the Fund incurred $1,202,580 and $34, in distribution fees
for Class A and Class B, respectively.
Under its terms, the Plan remains in effect from year to year, provided that
such continuance is approved annually by a vote of the Fund's Trustees,
including a majority of those Trustees who are not "interested persons" of the
Fund (as defined in the 1940 Act) and who have no direct or indirect financial
interest in the operation of the Plan.
4. EXPENSE ALLOCATION
Expenses of the Fund not directly attributable to the operations of any
class of shares are prorated among the classes based upon the relative net
assets of each class. Operating expenses directly attributable to a class of
shares are charged to that class' operations. In addition to the above
distribution fees, class specific operating expenses include transfer agent fees
of $89,679 and $11 for Class A and Class B shares, respectively.
5. PURCHASES AND SALES OF SECURITIES
At November 30, 1993, aggregate gross unrealized appreciation of all
securities in which there was an excess of value over tax cost was $4,611 and
aggregate gross unrealized depreciation for all securities in which there was an
excess of tax cost over value was $1,538,179.
21
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
- --------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
6. SHARES OF BENEFICIAL INTEREST
The Fund may issue an unlimited number of shares of beneficial interest
divided into two classes, Class A and Class B with a par value of $.001 per
share. Changes in shares of beneficial interest for the Fund were as follows:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
11/30/93 11/30/92
CLASS A SHARES: Shares Amount Shares Amount
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------
Sold 5,161,614 $ 9,279,972 88,892,177 $ 170,645,349
Issued as reinvestment of dividends 2,366,712 4,234,397 10,106,133 19,316,879
Redeemed (84,524,110) (151,790,958) (314,713,465) (598,074,827)
- -------------------------------------------------------------------------------------
Net decrease (76,995,784) $(138,276,589) (215,715,155) $(408,112,599)
- -------------------------------------------------------------------------------------
<CAPTION>
YEAR ENDED PERIOD ENDED
11/30/93 11/30/92*
CLASS B SHARES: Shares Amount Shares Amount
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------
Sold 24,424 $ 43,155 1 $ 2
Issued as reinvestment of dividends 55 98 -- --
Redeemed (24,479) (43,253) -- --
- -------------------------------------------------------------------------------------
Net increase/(decrease) (0) $ 0 1 $ 2
- -------------------------------------------------------------------------------------
<FN>
*The Fund commenced selling Class B shares on November 6, 1992. Any shares
outstanding prior to November 6, 1992 have been designated as Class A shares.
As of November 30, 1992, the Fund had one Class B share outstanding. However,
there were no expenses incurred during this period for Class B shares.
</TABLE>
7. ORGANIZATION COSTS
All costs in connection with the organization of the Fund, including the
fees and expenses of registering and qualifying its shares for distribution
under Federal and state securities regulations, are being amortized on the
straight-line method over a period of sixty months from January 14, 1991, the
date the Fund commenced operations. In the event that any of the initial shares
of the Fund are redeemed during such amortization period, the Fund will be
reimbursed for any unamortized costs in the same proportion as the number of
shares redeemed bears to the initial shares outstanding at the time of
redemption.
22
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
- --------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
8. FOREIGN SECURITIES
Investing in securities of foreign companies and foreign governments
involves special risks and considerations not typically associated with
investing in U.S. companies and the United States government. These risks
include revaluation of currencies and future adverse political and economic
developments. Moreover, securities of many foreign companies and foreign
governments and their markets may be less liquid and their prices more volatile
than those of securities of comparable U.S. companies and the United States
government.
9. LINE OF CREDIT
The Fund and several affiliated entities participate in a $50 million line
of credit provided by Continental Bank N.A. under an Amended and Restated Line
of Credit Agreement (the "Agreement") dated April 30, 1992, primarily for
temporary or emergency purposes, including the meeting of redemption requests
that otherwise might require the untimely disposition of securities. Under this
Agreement, the Fund may borrow up to the lesser of $25 million or 15% of its net
assets. Interest is payable either at the bank's Money Market Rate or the London
Interbank Offered Rate (LIBOR) plus .375% on an annualized basis. The Fund and
the other affiliated entities are charged an aggregate commitment fee of
$125,000 which is allocated equally among each of the participants. The
Agreement requires, among other provisions, each participating fund to maintain
a ratio of net assets (not including funds borrowed pursuant to the Agreement)
to aggregate amount of indebtedness pursuant to the Agreement of no less than 5
to 1. During the year ended November 30, 1993, the Fund did not borrow under the
Agreement.
10. CONCENTRATION OF CREDIT
The Fund's fundamental policy, under normal circumstances, is to concentrate
at least 25% of its assets in debt instruments issued by domestic and foreign
companies engaged in the banking industry. Because the Fund concentrates its
investments in one industry, its portfolio may be subject to greater risk and
market fluctuations than a portfolio of securities representing a broader range
of investment alternatives. To the extent the Fund's investments are
concentrated in the banking industry, the Fund will have correspondingly greater
exposure to the risk factors that are characteristic of such investments. The
Fund seeks to minimize its exposure to such risks by investing only in debt
securities that are determined to be of high quality.
23
<PAGE>
SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
- ---------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE SHAREHOLDERS AND BOARD OF TRUSTEES OF
SMITH BARNEY SHEARSON WORLDWIDE PRIME ASSETS FUND:
We have audited the accompanying statement of assets and liabilities,
including the schedule of portfolio investments and schedule of forward foreign
exchange contracts, of Smith Barney Shearson Worldwide Prime Assets Fund as of
November 30, 1993, and the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years then
ended and the financial highlights for each of the two years then ended and for
the period from January 14, 1991 (commencement of operations) to November 30,
1991. These financial statements and financial highlights are the responsibility
of the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
November 30, 1993, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Smith
Barney Shearson Worldwide Prime Assets Fund as of November 30, 1993, the results
of operations for the year then ended, the changes in net assets for each of the
two years then ended and the financial highlights for each of the two years then
ended and for the period from January 14, 1991 (commencement of operations) to
November 30, 1991, in conformity with generally accepted accounting principles.
COOPERS & LYBRAND
Boston, Massachusetts
January 7, 1994
24
<PAGE>
THIS REPORT IS SUBMITTED FOR THE
GENERAL INFORMATION OF THE SHAREHOLDERS OF
SMITH BARNEY SHEARSON WORLDWIDE PRIME ASSETS
FUND. IT IS NOT AUTHORIZED FOR DISTRIBUTION
TO PROSPECTIVE INVESTORS UNLESS ACCOMPANIED
OR PRECEDED BY AN EFFECTIVE PROSPECTUS FOR
THE FUND, WHICH CONTAINS INFORMATION
CONCERNING THE FUND'S INVESTMENT POLICIES AND
APPLICABLE SALES CHARGES, FEES AND EXPENSES
AS WELL AS OTHER PERTINENT INFORMATION.
SMITH BARNEY SHEARSON
WORLDWIDE
PRIME ASSETS
FUND
Two World Trade Center
New York, New York 10048
Fund 139, 193
FD0307 A4
