File No. 33-39564
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
POST-EFFECTIVE AMENDMENT NO. 19
TO THE
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AND
THE INVESTMENT COMPANY ACT OF 1940
SMITH BARNEY WORLD FUNDS, INC.
(Formerly, Smith Barney Worldwide Funds, Inc.)
(Exact name of Registrant as specified
in the Articles of Incorporation)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices)
(212) 816-6474
(Registrant's telephone number)
Christina T. Sydor
388 Greenwich Street, New York, New York 10013 (22nd floor)
(Name and address of agent for service)
Rule 24f-2(a)(1) Declaration:
The common stock of Smith Barney World Funds, Inc. previously registered
hereunder as an indefinite number of shares of Common Stock is classified
as Global Government Bond Portfolio Shares, International Equity Portfolio
Shares, Pacific Portfolio Shares, European Portfolio Shares, International
Balanced Portfolio Shares and the Emerging Markets Portfolio Shares.
Registrant filed its Rule 24f-2 Notice on December 27, 1996 for its most
recent fiscal year ended October 31, 1996.
It is proposed that this Post-Effective Amendment will become effective on
February 28, 1997 pursuant to paragraph (b) of Rule 485.
To Register Additional Securities under Reg. 270.24e-2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION> <C> <C> <C>
<S>
Title of Share Proposed Proposed
securities Amount Maximum Maximum
being being offering aggregate
registered registered price per offering*
share
European Portfolio 348,275 $18.29 $290,000
Global Government Bond 1,209,060 $12.89 $290,000
</TABLE>
The fee for the shares to be registered by this filing has been computed on
the basis of the market value per share in effect on February 18, 1997.
*Calculation of the proposed maximum offering price has been made pursuant
to Rule 24e-2.
During its fiscal year ended October 31, 1996, the Fund redeemed 2,593,238
shares of the European Portfolio. During its current fiscal year, the Fund
used 2,260,819 shares of the European Portfolio it redeemed during its
fiscal year ended October 31, 1996, for a reduction pursuant to Rule 24f-
2(c).
The Fund currently is registering 348,275 shares for the European
Portfolio, which is equal to the remaining 332,419 shares redeemed during
its fiscal year ended October 31, 1996, plus 15,856 shares.
During its current fiscal year, the Fund filed no other post-effective
amendments for the purpose of reduction pursuant to Rule 24e-2(a).
During its fiscal year ended October 31, 1996, the Fund redeemed 3,577,822
shares of the Global Government Bond Portfolio. During its current fiscal
year, the Fund used 2,391,260 shares of the Global Government Bond
Portfolio it redeemed during its fiscal year ended October 31, 1996, for a
reduction pursuant to Rule 24f-2(c).
The Fund currently is registering 1,209,060 shares for the Global
Government Bond Portfolio, which is equal to the remaining 1,186,562 shares
redeemed during its fiscal year ended October 31, 1996, plus 22,498 shares.
During its current fiscal year, the Fund filed no other post-effective
amendments for the purpose of reduction pursuant to Rule 24e-2(a).
CROSS REFERENCE SHEET
(as required by Rule 495(a))
Part A of
Form N-1A Location in Part A
1. Cover Page cover page
2. Synopsis "Prospectus Summary"
3. Condensed Financial Information "Financial Highlights"
4. General Description of Registrant "Additional Information"
cover page
"Investment Objective
and Management Policies"
5. Management of the Fund "Management of the Fund
"Purchase of Shares"
"Prospectus Summary"
6. Capital Stock and Other Securities "Additional Information"
cover page
"Dividends, Distributions
and Taxes"
7. Purchase of Securities Being Offered "Purchase of Shares"
"Prospectus Summary"
"Management of the Fund"
"Valuation of Shares"
"Exchange Privilege"
8. Redemption or Repurchase "Redemption of Shares"
"Minimum Account Size"
9. Pending Legal Proceedings not applicable
Part B of Statement of Additional
Form N-1A Information Caption
10. Cover Page cover page
11. Table of Contents "Table of Contents"
12. General Information and History not applicable
13. Investment Objectives and Policies cover page
"Investment Policies"
"Investment Restrictions"
14. Management of the Fund "Directors and Officers"
15. Control Persons and Principal
Holders of Securities See Prospectus - "Additional
Information"
16. Investment Advisory and Other
Services See Prospectus - "Management
of the Fund"
"Directors and Officers"
"Independent Auditors"
"Custodian"
17. Brokerage Allocation and Other
Practices See Prospectus - "Management
of the Fund"
"Investment Management
Agreement and other Services"
18. Capital Stock and Other Securities See Prospectus - "Additional
Information"
"Voting Rights"
19. Purchase, Redemption and Pricing
of Securities Being Offered See Prospectus - "Exchange
Privilege"
See Prospectus - "Purchase of
Shares"
"Determination of Net Asset
Value"
See Prospectus - "Valuation
of Shares"
See Prospectus - "Redemption
of Shares"
"Financial Statements"
20. Tax Status See Prospectus - "Dividends,
Distributions and Taxes"
"Additional Tax Information"
21. Underwriters See Prospectus - "Management
of the Fund"
See Prospectus -
"Purchase of
Shares"
"Investment Management
Agreement and Other Services"
22. Calculation of Performance Data See Prospectus - "Performance"
"Performance Information"
23. Financial Statements "Financial Statements"
Part C of
Form N-1A
Information required to be included in Part C is set forth under the
appropriate item, so numbered in Part C of this Post-Effective Amendment to
the Registration Statement.
PART A
PROSPECTUS
SMITH BARNEY
WORLD FUNDS, INC.
Global
Government
Bond
Portfolio
February 28, 1997
Prospectus begins on page one
[LOGO] Smith Barney Mutual Funds
Investing for your future.
Every day.
<PAGE>
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Prospectus February 28, 1997
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Smith Barney World Funds, Inc.
Global Government Bond Portfolio
388 Greenwich Street
New York, New York 10013
(212) 723-9218
The Global Government Bond Portfolio (the "Portfolio") is one of the
investment portfolios that currently comprise Smith Barney World Funds, Inc.
(the "Fund"). The Portfolio seeks as high a level of current income and capital
appreciation as is consistent with its policy of investing principally in high
quality bonds of the United States and foreign governments.
This Prospectus sets forth concisely certain information about the Fund
and the Portfolio, including sales charges, distribution and service fees and
expenses, that prospective investors will find helpful in making an investment
decision. Investors are encouraged to read this Prospectus carefully and retain
it for future reference.
Additional information about the Portfolio is contained in a Statement of
Additional Information dated February 28, 1997, as amended or supplemented from
time to time, that is available upon request and without charge by calling or
writing the Fund at the telephone number or address set forth above or by
contacting a Smith Barney Financial Consultant. The Statement of Additional
Information has been filed with the Securities and Exchange Commission (the
"SEC") and is incorporated by reference into this Prospectus in its entirety.
SMITH BARNEY INC.
Distributor
SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
Investment Manager
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
1
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Table of Contents
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Prospectus Summary 3
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Financial Highlights 9
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Investment Objective and Management Policies 13
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Valuation of Shares 22
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Dividends, Distributions and Taxes 23
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Purchase of Shares 25
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Exchange Privilege 35
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Redemption of Shares 38
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Minimum Account Size 41
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Performance 41
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Management of the Fund 42
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Distributor 43
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Additional Information 44
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================================================================================
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the Fund or
the Distributor. This Prospectus does not constitute an offer by the Fund or the
Distributor to sell or a solicitation of an offer to buy any of the securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction.
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2
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Prospectus Summary
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The following summary is qualified in its entirety by detailed information
appearing elsewhere in this Prospectus and in the Statement of Additional
Information. Cross references in this summary are to headings in the Prospectus.
See "Table of Contents."
INVESTMENT OBJECTIVE The Portfolio is an open-end, management investment
company whose investment objective is to seek as high a level of current income
and capital appreciation as is consistent with its policy of investing
principally in high quality bonds of the United States and foreign governments.
See "Investment Objective and Management Policies."
ALTERNATIVE PURCHASE ARRANGEMENTS The Portfolio offers several classes of
shares ("Classes") to investors designed to provide them with the flexibility of
selecting an investment best suited to their needs. The general public is
offered three Classes of shares: Class A shares, Class B shares and Class C
shares, which differ principally in terms of sales charges and rate of expenses
to which they are subject. A fourth Class of shares, Class Y shares, is offered
only to investors meeting an initial investment minimum of $5,000,000. See
"Purchase of Shares" and "Redemption of Shares."
Class A Shares. Class A shares are sold at net asset value plus an initial
sales charge of up to 4.50% and are subject to an annual service fee of 0.25% of
the average daily net assets of the Class. The initial sales charge may be
reduced or waived for certain purchases. Purchases of Class A shares, which when
combined with current holdings of Class A shares offered with a sales charge
equal or exceed $500,000 in the aggregate, will be made at net asset value with
no initial sales charge, but will be subject to a contingent deferred sales
charge ("CDSC") of 1.00% on redemptions made within 12 months of purchase. See
"Prospectus Summary -- Reduced or No Initial Sales Charge."
Class B Shares. Class B shares are offered at net asset value subject to a
maximum CDSC of 4.50% of redemption proceeds, declining by 0.50% the first year
after purchase and by 1.00% each year thereafter to zero. This CDSC may be
waived for certain redemptions. Class B shares are subject to an annual service
fee of 0.25% and an annual distribution fee of 0.50% of the average daily net
assets of the Class. The Class B shares' distribution fee may cause that Class
to have higher expenses and pay lower dividends than Class A shares.
Class B Shares Conversion Feature. Class B shares will convert
automatically to Class A shares, based on relative net asset value, eight years
after the date of the original purchase. Upon conversion, these shares will no
longer be subject to an annual distribution fee. In addition, a certain portion
of Class B shares that have been acquired through the reinvestment of dividends
and distributions ("Class B Dividend Shares") will be converted at that time.
See "Purchase of Shares -- Deferred Sales Charge Alternatives."
3
<PAGE>
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Prospectus Summary (continued)
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Class C Shares. Class C shares are sold at net asset value with no initial
sales charge. They are subject to an annual service fee of 0.25% and an annual
distribution fee of 0.45% of the average daily net assets of the Class C shares,
and investors pay a CDSC of 1.00% if they redeem Class C shares within 12 months
of purchase. The CDSC may be waived for certain redemptions. The Class C shares'
distribution fee may cause that Class to have higher expenses and pay lower
dividends than Class A shares. Purchases of Portfolio shares, which when
combined with current holdings of Class C shares of the Portfolio equal or
exceed $500,000 in the aggregate, should be made in Class A shares at net asset
value with no sales charge, and will be subject to a CDSC of 1.00% on
redemptions made within 12 months of purchase.
Class Y Shares. Class Y shares are available only to investors meeting an
initial investment minimum of $5,000,000. Class Y shares are sold at net asset
value with no initial sales charge or CDSC. They are not subject to any service
or distribution fees.
In deciding which Class of Portfolio shares to purchase, investors should
consider the following factors, as well as any other relevant facts and
circumstances:
Intended Holding Period. The decision as to which Class of shares is more
beneficial to an investor depends on the amount and intended length of his or
her investment. Shareholders who are planning to establish a program of regular
investment may wish to consider Class A shares; as the investment accumulates
shareholders may qualify for reduced sales charges and the shares are subject to
lower ongoing expenses over the term of the investment. As an alternative, Class
B and Class C shares are sold without any initial sales charge so the entire
purchase price is immediately invested in the Portfolio. Any investment return
on these additional invested amounts may partially or wholly offset the higher
annual expenses of these Classes. Because the Portfolio's future return cannot
be predicted, however, there can be no assurance that this would be the case.
Finally, investors should consider the effect of the CDSC period and any
conversion rights of the Classes in the context of their own investment time
frame. For example, while Class C shares have a shorter CDSC period than Class B
shares, they do not have a conversion feature, and therefore, are subject to an
ongoing distribution fee. Thus, Class B shares may be more attractive than Class
C shares to investors with longer term investment outlooks.
Reduced or No Initial Sales Charge. The initial sales charge on Class A
shares may be waived for certain eligible purchasers, and the entire purchase
price will be immediately invested in the Portfolio. In addition, Class A share
purchases, which when combined with current holdings of Class A shares offered
with a sales charge equal or exceed $500,000 in the aggregate, will be made at
net asset value with no initial sales charge, but will be subject to a CDSC of
1.00% on redemptions made
4
<PAGE>
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Prospectus Summary (continued)
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within 12 months of purchase. The $500,000 aggregate investment may be met by
aggregating the purchase to the net asset value of all Class A shares offered
with a sales charge held in funds sponsored by Smith Barney Inc. ("Smith
Barney") listed under "Exchange Privilege." Class A share purchases also may be
eligible for a reduced initial sales charge. See "Purchase of Shares." Because
the ongoing expenses of Class A shares may be lower than those for Class B and
Class C shares, purchasers eligible to purchase Class A shares at net asset
value or at a reduced sales charge should consider doing so.
Smith Barney Financial Consultants may receive different compensation for
selling different Classes of shares. Investors should understand that the
purpose of the CDSC on the Class B and Class C shares is the same as that of the
initial sales charge on the Class A shares.
See "Purchase of Shares" and "Management of the Fund" for a complete
description of the sales charges and service and distribution fees for each
Class of shares and "Valuation of Shares," "Dividends, Distributions and Taxes"
and "Exchange Privilege" for other differences between the Classes of shares.
SMITH BARNEY 401(k) AND EXECCHOICE(TM) PROGRAMS Investors may be eligible
to participate in the Smith Barney 401(k) Program, which is generally designed
to assist plan sponsors in the creation and operation of retirement plans under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), as
well as other types of participant directed, tax-qualified employee benefit
plans. Investors may also be eligible to participate in the Smith Barney
ExecChoice(TM) Program. Class A and Class C shares are available without sales
charge as investment alternatives under both of these programs. See "Purchase of
Shares -- Smith Barney 401(k) and ExecChoice(TM) Programs."
PURCHASE OF SHARES Shares may be purchased through a brokerage account
maintained by Smith Barney. Shares may also be purchased through a broker that
clears securities transactions through Smith Barney on a fully disclosed basis
(an "Introducing Broker") or an investment dealer in the selling group. In
addition, certain investors, including qualified retirement plans and certain
institutional investors, may purchase shares directly from the Fund made through
the Fund's transfer agent, First Data Investor Services Group, Inc. ("First
Data"). See "Purchase of Shares."
INVESTMENT MINIMUMS Investors in Class A, Class B and Class C shares may
open an account by making an initial investment of at least $1,000 for each
account, or $250 for an individual retirement account ("IRA") or a Self-Employed
Retirement Plan. Investors in Class Y shares may open an account for an initial
investment of $5,000,000. Subsequent investments of at least $50 may be made for
all Classes. For participants in retirement plans qualified under Section
403(b)(7) or Section 401(a) of the Code, the minimum initial investment
requirement for Class A, Class B and
5
<PAGE>
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Prospectus Summary (continued)
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Class C shares and the subsequent investment requirement for all Classes of
shares is $25. The mini mum investment requirements for purchases of Portfolio
shares through the Systematic Investment Plan are described below. See "Purchase
of Shares."
SYSTEMATIC INVESTMENT PLAN The Portfolio offers shareholders a Systematic
Investment Plan under which they may authorize the automatic placement of a
purchase order each month or quarter for Portfolio shares. The minimum initial
investment requirement for Class A, Class B and Class C shares and the
subsequent investment requirement for all Classes for shareholders purchasing
shares through the Systematic Investment Plan on a monthly basis is $25 and on a
quarterly basis is $50. See "Purchase of Shares."
REDEMPTION OF SHARES Shares may be redeemed on each day the New York Stock
Exchange, Inc. ("NYSE") is open for business. See "Purchase of Shares" and
"Redemption of Shares."
MANAGEMENT OF THE PORTFOLIO Smith Barney Mutual Funds Management Inc.
(the "Manager") serves as the Portfolio's investment manager. The Manager is a
wholly owned subsidiary of Smith Barney Holdings Inc. ("Holdings"). Holdings is
a wholly owned subsidiary of Travelers Group Inc. ("Travelers"), a diversified
financial services holding company engaged, through its subsidiaries,
principally in four business segments: Investment Services, Consumer Finance
Services, Life Insurance Services and Property & Casualty Insurance Services.
See "Management of the Fund."
EXCHANGE PRIVILEGE Shares of a Class may be exchanged for shares of the
same Class of certain other funds of the Smith Barney Mutual Funds at the
respective net asset values next determined. See "Exchange Privilege."
VALUATION OF SHARES Net asset value of the Portfolio for the prior day
generally is quoted daily in the financial section of most newspapers and is
also available from a Smith Barney Financial Consultant. See "Valuation of
Shares."
DIVIDENDS AND DISTRIBUTIONS Dividends are paid monthly from net investment
income. Distributions of net realized capital gains, if any, are paid annually.
See "Dividends, Distributions and Taxes."
REINVESTMENT OF DIVIDENDS Dividends and distributions paid on shares of a
Class will be reinvested automatically, unless otherwise specified by an
investor, in additional shares of the same Class at current net asset value.
Shares acquired by dividend and distribution reinvestments will not be subject
to any sales charge or CDSC. Class B shares acquired through dividend and
distribution rein vestments will become eligible for conversion to Class A
shares on a pro rata basis. See "Dividends, Distributions and Taxes."
RISK FACTORS AND SPECIAL CONSIDERATIONS There can be no assurance that
the Portfolio's investment objective will be achieved. The value of the
Portfolio's investments, and thus the net asset value of the Portfolio's shares,
will
6
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Prospectus Summary (continued)
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fluctuate in response to changes in market and economic conditions, as well as
the financial condition and prospects of issuers in which the Portfolio invests.
The Fund will invest in foreign securities. Investments in foreign securities
incur higher costs than investments in U.S. securities, including higher costs
in making securities transactions as well as foreign government taxes which may
reduce the investment return of the Portfolio. In addition, foreign investments
may include additional risks associated with currency exchange rates, less
complete financial information about individual companies, less market liquidity
and political instability. See "Investment Objective and Management Policies."
THE PORTFOLIO'S EXPENSES The following expense table lists the costs and
expenses an investor will incur either directly or indirectly as a shareholder
of the Portfolio, based on the maximum sales charge or maximum CDSC that may be
incurred at the time of purchase or redemption and the Portfolio's operating
expenses for its most recent fiscal year:
Global Government Bond Portfolio Class A Class B Class C Class Y
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Shareholder Transaction Expenses
Maximum sales charge imposed on purchases
(as a percentage of offering price) ....... 4.50% None None None
Maximum CDSC (as a percentage of original
cost or redemption proceeds, whichever
is lower) ................................. None* 4.50% 1.00% None
Annual Portfolio Operating Expenses
(as a percentage of average net assets)
Management fees ............................. 0.75% 0.75% 0.75% 0.75%
12b-1 fees** ................................ 0.25 0.75 0.70 --
Other expenses*** ........................... 0.26 0.31 0.29 0.09
---- ---- ---- ----
Total Portfolio Operating Expenses ............ 1.26% 1.81% 1.74% 0.84%
==== ==== ==== ====
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*Purchases of Class A shares, which when combined with current holdings of
Class A shares offered with a sales charge equal or exceed $500,000 in the
aggregate, will be made at net asset value with no sales charge, but will be
subject to a CDSC of 1.00% on redemptions made within 12 months.
**Upon conversion of Class B shares to Class A shares, such shares will no
longer be subject to a distribution fee. Class C shares do not have a conversion
feature and, therefore, are subject to an ongoing distribution fee. As a result,
long-term shareholders of Class C shares may pay more than the economic
equivalent of the maximum front-end sales charge permitted by the National
Association of Securities Dealers, Inc.
***The Portfolio has earned credits from the custodian which reduce service
fees incurred. If the credits are taken into consideration, the ratios of
expenses to average net assets for Class A, B, C and Y would be 1.24%, 1.78%,
1.71% and 0.81%, respectively.
Class A shares of the Portfolio purchased through the Smith Barney
AssetOneSM Program will be subject to an annual asset-based fee, payable
quarterly, in lieu of the initial sales charge. The fee will vary to a maximum
of 1.50%, depending on the amount of assets held through the Program. For more
information, please call your Smith Barney Financial Consultant.
The sales charge and CDSC set forth in the above table are the maximum
charges
7
<PAGE>
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Prospectus Summary (continued)
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imposed on purchases or redemptions of Portfolio shares and investors may
actually pay lower or no charges, depending on the amount purchased and, in the
case of Class B shares, Class C shares and certain Class A shares, the length of
time the shares are held and whether the shares are held through the Smith
Barney 401(k) or ExecChoice(TM) Programs. See "Purchase of Shares" and
"Redemption of Shares." Smith Barney receives an annual 12b-1 service fee of
0.25% of the value of aver age daily net assets of Class A shares. Smith Barney
also receives with respect to Class B shares an annual 12b-1 fee of 0.75% of the
value of average daily net assets of that Class, consisting of a 0.50%
distribution fee and a 0.25% service fee. For Class C shares, Smith Barney
receives an annual 12b-1 fee of 0.70% of the value of average daily net assets
of this Class, consisting of a 0.45% distribution fee and a 0.25% service fee.
"Other expenses" in the above table include fees for shareholder services,
custodial fees, legal and accounting fees, printing costs and registration fees.
EXAMPLE
The following example is intended to assist an investor in understanding
the various costs that an investor in the Portfolio will bear directly or
indirectly. The example assumes payment by the Portfolio of operating expenses
at the levels set forth in the table above. See "Purchase of Shares,"
"Redemption of Shares" and "Management of the Fund."
Global Government Bond Portfolio 1 Year 3 Years 5 Years 10 Years*
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An investor would pay the following
expenses on a $1,000 investment, assuming
(1) 5.00% annual return and
(2) redemption at the end of each
time period:
Class A $57 $83 $111 $190
Class B 63 87 108 198
Class C 28 55 94 205
Class Y 9 27 47 104
An investor would pay the following
expenses on the same investment, assuming
the same annual return and no redemption:
Class A $57 $83 $111 $190
Class B 18 57 98 198
Class C 18 55 94 205
Class Y 9 27 47 104
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*Ten-year figures assume conversion of Class B shares to Class A shares at
the end of the eighth year following the date of purchase.
The example also provides a means for the investor to compare expense
levels of funds with different fee structures over varying investment periods.
To facilitate such comparison, all funds are required to utilize a 5.00% annual
return assumption. However, the Portfolio's actual return will vary and may be
greater or less than 5.00%. This example should not be considered a
representation of past or future expenses and actual expenses may be greater or
less than those shown.
8
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Financial Highlights
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The following information has been audited by KPMG Peat Marwick LLP,
independent auditors, whose report thereon appears in the Fund's annual report
dated October 31, 1996. The information set out below should be read in
conjunction with the financial statements and related notes that also appear in
the Fund's Annual Report to Shareholders, which is incorporated by reference
into the Statement of Additional Information.
For a share of each class of capital stock outstanding
throughout each period:
<TABLE>
<CAPTION>
Global Government Bond Portfolio Period Ended October 31, Period Ended December 31,
------------------------ -------------------------
Class A Shares 1996(1) 1995 1994(2) 1993 1992 1991(3)
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<S> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period $ 12.30 $ 11.68 $ 12.92 $ 11.84 $ 12.90 $ 12.00
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Income (Loss) from Operations:
Net Investment Income 0.70 0.92* 0.69 0.83 1.00 0.35
Net Realized and Unrealized Gain
(Loss) 0.42 0.48 (1.28) 1.36 (0.90) 1.12
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Total Income (Loss) from Operations 1.12 1.40 (0.59) 2.19 0.10 1.47
===========================================================================================================
Less Distributions From:
Net Investment Income (0.87) (0.78) (0.23) (0.52) (0.97) (0.44)
Net Realized Gains(4) -- -- -- (0.59) (0.19) (0.13)
Capital -- -- (0.42) -- -- --
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Total Distributions (0.87) (0.78) (0.65) (1.11) (1.16) (0.57)
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Net Asset Value, End of Period $ 12.55 $ 12.30 $ 11.68 $ 12.92 $ 11.84 $ 12.90
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Total Return# 9.41% 12.40% (4.64)%++ 19.13% 0.93% 12.42%++
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Net Assets, End of Period (000)'s $106,536 $123,917 $ 77,961 $107,415 $107,609 $ 99,855
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Ratios to Average Net Assets:
Expenses(5) 1.26% 1.38% 1.32%+ 1.30% 1.36% 1.15%+
Net Investment Income 5.69 7.44 6.57+ 6.67 7.72 8.26+
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Portfolio Turnover Rate 133% 195.4% 179.3% 119.1% 177.1% 63.5%
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</TABLE>
(1) Per share amounts have been calculated using the monthly average shares
method, which more appropriately presents the per share data for the period
since the use of the undistributed net investment income method does not
accord with results of operations.
(2) For the period from January 1, 1994 to October 31, 1994.
(3) For the period from July 22, 1991 (inception date) to December 31, 1991.
(4) Distributions from net investment income include short-term capital gains,
if any, for Federal income tax purposes.
(5) During the years ended October 31, 1996 and October 31, 1995, the Portfolio
earned credits from the custodian which reduce service fees incurred. If the
credits are taken into consideration, the ratio of expenses to average net
assets for Class A would be 1.24% and 1.32%, respectively; prior year
numbers have not been restated to reflect these credits.
* Includes realized gains and losses from foreign currency transactions.
++ Total return is not annualized, as it may not be representative of the total
return for the year.
+ Annualized.
# Total returns do not reflect any applicable sales loads or contingent
deferred sales charges.
9
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Financial Highlights (continued)
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Global Government Bond Portfolio
Class B Shares 1996(1) 1995(2)
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Net Asset Value, Beginning of Period $ 12.26 $ 11.57
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Income from Operations:
Net Investment Income 0.63 0.78*
Net Realized and Unrealized Gain 0.42 0.57
- --------------------------------------------------------------------------------
Total Income from Operations 1.05 1.35
================================================================================
Less Distributions From:
Net Investment Income (0.81) (0.66)
- --------------------------------------------------------------------------------
Total Distributions (0.81) (0.66)
- --------------------------------------------------------------------------------
Net Asset Value, End of Period $ 12.50 $ 12.26
- --------------------------------------------------------------------------------
Total Return# 8.83% 11.97%++
- --------------------------------------------------------------------------------
Net Assets, End of Period (000)'s $ 25,970 $ 35,159
- --------------------------------------------------------------------------------
Ratios to Average Net Assets:
Expenses(3) 1.81% 1.92%+
Net Investment Income 5.15 6.65+
- --------------------------------------------------------------------------------
Portfolio Turnover Rate 133% 195.4%
================================================================================
(1) Per share amounts have been calculated using the monthly average shares
method, which more appropriately presents the per share data for the period
since the use of the undistributed net investment income method does not
accord with results of operations.
(2) For the period from November 18, 1994 (inception date) to October 31, 1995.
(3) During the years ended October 31, 1996 and October 31, 1995, the Portfolio
earned credits from the custodian which reduce service fees incurred. If the
credits are taken into consideration, the ratio of expenses to average net
assets for Class B would be 1.78% and 1.86%+, respectively.
* Includes realized gains and losses from foreign currency transactions.
++ Total return is not annualized, as it may not be representative of the total
return for the year.
+ Annualized.
# Total return does not reflect any applicable sales loads or contingent
deferred sales charges.
10
<PAGE>
- --------------------------------------------------------------------------------
Financial Highlights (continued)
- --------------------------------------------------------------------------------
Global Government Bond Portfolio
Class C Shares(1) 1996(2) 1995 1994(3) 1993(4)
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $ 12.23 $ 11.68 $ 12.93 $ 11.83
- --------------------------------------------------------------------------------
Income (Loss) from Operations:
Net Investment Income 0.64 0.85* 0.90 0.79
Net Realized and Unrealized Gain
(Loss) 0.41 0.42 (1.55) 1.37
- --------------------------------------------------------------------------------
Total Income (Loss) from Operations 1.05 1.27 (0.65) 2.16
================================================================================
Less Distributions From:
Net Investment Income (0.81) (0.72) (0.21) (0.47)
Net Realized Gains(5) -- -- -- (0.59)
Capital -- -- (0.39) --
- --------------------------------------------------------------------------------
Total Distributions (0.81) (0.72) (0.60) (1.06)
- --------------------------------------------------------------------------------
Net Asset Value, End of Period $ 12.47 $ 12.23 $ 11.68 $ 12.93
- --------------------------------------------------------------------------------
Total Return# 8.90% 11.25% (5.09)%++ 18.89%++
- --------------------------------------------------------------------------------
Net Assets, End of Period (000)'s $ 3,986 $ 4,141 $ 5,835 $ 4,972
- --------------------------------------------------------------------------------
Ratios to Average Net Assets:
Expenses(6) 1.74% 1.84% 1.80%+ 1.74%+
Net Investment Income 5.22 7.15 6.05+ 6.28+
- --------------------------------------------------------------------------------
Portfolio Turnover Rate 133% 195.4% 179.3% 119.1%
================================================================================
(1) On November 7, 1994, the former Class B Shares were renamed Class C Shares.
(2) Per share amounts have been calculated using the monthly average shares
method, which more appropriately presents the per share data for the period
since the use of the undistributed net investment income method does not
accord with results of operations.
(3) For the period from January 1, 1994 to October 31, 1994.
(4) For the period from January 4, 1993 (inception date) to December 31, 1993.
(5) Distributions from net investment income include short-term capital gains,
if any, for Federal income tax purposes.
(6) During the years ended October 31, 1996 and October 31, 1995, the Portfolio
earned credits from the custodian which reduce service fees incurred. If the
credits are taken into consideration, the ratio of expenses to average net
assets for Class C would be 1.71% and 1.78%, respectively; prior year
numbers have not been restated to reflect these credits.
+ Annualized.
++ Total return is not annualized, as it may not be representative of the total
return for the year.
#. Total returns do not reflect any applicable sales loads or contingent
deferred sales charges.
* Includes realized gains and losses from foreign currency transactions.
11
<PAGE>
- --------------------------------------------------------------------------------
Financial Highlights (continued)
- --------------------------------------------------------------------------------
Global Government Bond Portfolio
Class Y Shares(1) 1996(2) 1995 1994(3) 1993(4)
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $ 12.14 $ 11.68 $ 12.93 $ 11.97
- --------------------------------------------------------------------------------
Income (Loss) from Operations:
Net Investment Income 0.73 0.78* 0.76 0.69
Net Realized and Unrealized Gain
(Loss) 0.42 0.49 (1.35) 1.23
- --------------------------------------------------------------------------------
Total Income (Loss) from Operations 1.15 1.27 (0.59) 1.92
================================================================================
Less Distributions From:
Net Investment Income (0.90) (0.81) (0.23) (0.37)
Net Realized Gains(5) -- -- -- (0.59)
Capital -- -- (0.43) --
- --------------------------------------------------------------------------------
Total Distributions (0.90) (0.81) (0.66) (0.96)
- --------------------------------------------------------------------------------
Net Asset Value, End of Period $ 12.39 $ 12.14 $ 11.68 $ 12.93
- --------------------------------------------------------------------------------
Total Return# 9.82% 11.27% (4.62)%++ 16.49%++
- --------------------------------------------------------------------------------
Net Assets, End of Period (000)'s $ 15,105 $ 62 $ 3,202 $ 371
- --------------------------------------------------------------------------------
Ratios to Average Net Assets:
Expenses(6) 0.84% 0.98% 1.23%+ 1.20%+
Net Investment Income 6.12 6.38 6.76+ 6.73+
- --------------------------------------------------------------------------------
Portfolio Turnover Rate 133% 195.4% 179.3% 119.1%
================================================================================
(1) On November 7, 1994, the former Class C shares were renamed Class Y shares.
(2) Per share amounts have been calculated using the monthly average shares
method, which more appropriately presents the per share data for the period
since the use of the undistributed net investment income method does not
accord with results of operations.
(3) For the period from January 1, 1994 to October 31, 1994.
(4) For the period from February 19, 1993 (inception date) to December 31, 1993.
(5) Distributions from net investment income include short-term capital gains,
if any, for Federal income tax purposes.
(6) During the years ended October 31, 1996 and October 31, 1995, the Portfolio
earned credits from the custodian which reduce service fees incurred. If the
credits are taken into consideration, the ratio of expenses to average net
assets for Class Y would be 0.81% and 0.93%, respectively; prior year
numbers have not been restated to reflect these credits.
+ Annualized.
++ Total return is not annualized, as it may not be representative of the total
return for the year.
# Total returns do not reflect any applicable sales loads or contingent
deferred sales charges.
* Includes realized gains and losses from foreign currency transactions.
12
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies
- --------------------------------------------------------------------------------
The investment objective of the Portfolio is to provide as high a level of
current income and capital appreciation as is consistent with its policy of
investing principally in high quality bonds of the United States and foreign
governments. There can be no assurance that the investment objective of the
Portfolio will be achieved.
Under normal market conditions, the Portfolio invests at least 65% of its
total assets in bonds issued or guaranteed by the United States or foreign
governments (including foreign states, provinces, cantons and municipalities) or
their agencies, authorities, or instrumentalities denominated in various
currencies, including U.S. dollars, or in multinational currency units, such as
the European Currency Unit ("ECU"). Except with respect to government securities
of less developed countries (see below), the Portfolio invests in foreign
government securities only if the issue or the issuer thereof is rated in the
two highest rating categories by Moody's Investors Service, Inc. ("Moody's") or
Standard & Poor's Ratings Group ("S&P") (see "Appendix -- Ratings of Debt
Obligations" in the Statement of Additional Information), or if unrated, are of
comparable quality in the determination of the investment adviser.
Consistent with its investment objective, under normal circumstances the
Portfolio may invest up to 35% of its total assets in debt obligations
(including debt obligations convertible into common stock) of United States or
foreign corporations and financial institutions and supranational entities.
Supranational entities are international organizations, organized or supported
by government entities to promote economic reconstruction or development and by
international banking institutions and related government agencies. The
supranational entities in which the Portfolio may invest are the World Bank, The
Asian Development Bank, the European Economic Community, the European Investment
Bank, the European Coal and Steel Community, Eurofima, Euratom, Council of
Europe, the European Bank for Construction and Development, the International
Finance Corporation and the Nordic Investment Bank. Any non-government
investment would be limited to issues that are rated A or better by Moody's or
S&P, or if not rated, are determined by the investment adviser to be of
comparable quality. For certain risks associated with investments in foreign
issues, see "Risk Factors."
The Portfolio is organized as a non-diversified series and currently
contemplates investing primarily in obligations of the U.S. and of developed
nations (i.e., industrialized countries) which the investment adviser believes
to pose limited credit risks. These countries currently are Australia, Austria,
Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy, Japan,
Luxembourg, Netherlands, New Zealand, Norway, Portugal, Spain, Sweden,
Switzerland and The United Kingdom. The Portfolio also will invest in
securities denominated in the currencies of such countries or in multinational
currency units. Under normal market conditions the Portfolio invests at least
65% of its assets in issues of not less
13
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
than three different countries; issues of any one country (other than the United
States) will represent no more than 45% of the Portfolio's total assets.
Allocation of the Portfolio's investments will depend upon the relative
attractiveness of the global markets and particular issuers. Concentration of
the Portfolio's assets in one or a few countries or currencies will subject the
Portfolio to greater risks than if the Portfolio's assets were not
geographically concentrated.
In seeking to achieve its investment objective of high current income, the
investment adviser considers and compares the relative yields of obligations of
various developed nations; whereas, in seeking to achieve its objective of
capital appreciation, it considers all of the following factors, especially
changes in currency values against the U.S. dollar. The investment manager
allocates the Portfolio's assets among securities of countries and in currency
denominations where opportunities for meeting the Portfolio's investment
objective are expected to be the most attractive. The investment manager selects
securities of particular issuers on the basis of its views as to the best values
then currently available in the marketplace. Such values are a function of
yield, maturity, issue classification and quality characteristics, coupled with
expectations regarding the local and world economies, movements in the general
level and term of interest rates, currency values, political developments, and
variations of the supply of funds available for investment in the world bond
market relative to the demands placed upon it. The investment manager generally
evaluates currencies on the basis of fundamental economic criteria (e.g.,
relative inflation and interest rate levels and trends, growth rate forecasts,
balance of payments status and economic policies) as well as technical and
political data. If the currency in which a security is denominated appreciates
against the U.S. dollar, the dollar value of the security will increase, and
conversely, a decline in the exchange rate of the currency normally would
adversely affect the value of the security expressed in dollars. Similarly, a
decline in interest rates on debt obligations generally increases the value of
debt obligations, and conversely, an increase in interest rates generally
decreases the value of such obligations.
Investments may be made from time to time in government securities,
including loan assignments and loan participations, of less developed countries.
Such countries currently include Argentina, Brazil, Bulgaria, Czech Republic,
Ecuador, Hungary, Indonesia, Lithuania, Malaysia, Mexico, Peru, Philippines,
Poland, Russia, Slovakia, South Africa, Thailand, Turkey, Uruguay and Venezuela.
Countries may be added to or deleted from this list as economic and political
conditions warrant. Historical experience indicates that the markets of less
developed countries have been more volatile than the markets of the more mature
economies of developed countries; however, such markets often provide rates of
return to investors commensurate with the credit and market risks. The
investment adviser does not intend to invest more than 10% of the Portfolio's
assets in the government securities of less developed countries and will not
invest more than 5% of the
14
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
Portfolio's assets in the government securities of any one such country. Such
investments may be unrated or rated below investment grade or may be in default.
Securities rated below investment grade (and comparable unrated securities) are
the equivalent of high yield, high risk bonds. Such securities are regarded as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligations and involve
major risk exposure to adverse business, financial, economic, and political
conditions, whether or not occurring within the issuers' borders.
During times when the investment manager believes a temporary defensive
posture in the market is warranted, including times involving international
political or economic uncertainty, the Portfolio may hold cash (U.S. dollars and
foreign currencies) and/or invest any portion or all of its assets in high
quality money market instruments. It is impossible to predict when or for how
long the Portfolio will employ defensive strategies. The Portfolio also may
temporarily hold cash (U.S. dollars and foreign currencies) and may, pending
investment of proceeds from new sales of Portfolio shares, invest all or a
portion of its assets in high quality money market instruments or, to meet
ordinary daily cash needs, also invest in the latter, but only up to 35% of its
assets. High quality money market instruments in which the Portfolio may invest
include, but are not limited to, the following instruments of U.S. or foreign
issuers that are rated in one of the two highest ratings categories of Moody's
or S&P (see "Appendix of Debt Obligations" in the Statement of Additional
Information), or if unrated, are of comparable quality in the determination of
the investment adviser: short-term government securities; commercial paper; bank
certificates of deposit; time deposits; and bankers' acceptances; and
repurchase agreements related to any of the foregoing.
When-Issued and Delayed Delivery Securities. The Portfolio may purchase or
sell securities on a when-issued or delayed delivery basis. When-issued or
delayed delivery transactions arise when securities are purchased or sold by the
Port folio with payment and delivery taking place in the future in order to
secure what is considered to be an advantageous price and yield to the Portfolio
at the time of entering into the transaction. The Fund's Custodian will
maintain, in a segregated account of the Portfolio, cash, debt securities of any
grade or equity securities, having a value equal to or greater than the
Portfolio's purchase commitments, provided such securities have been determined
by the Manager to be liquid and unencumbered, and are marked to market daily,
pursuant to guidelines established by the Directors. The Custodian will likewise
segregate securities sold on a delayed basis. The payment obligations and the
interest rates that will be received are each fixed at the time the Portfolio
enters into the commitment and no interest accrues to the Portfolio until
settlement. Thus, it is possible that the market value at the time of settlement
could be higher or lower than the purchase price if the general level of
interest rates has changed.
15
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
Repurchase Agreements. The Portfolio may on occasion enter into repurchase
agreements, wherein the seller agrees to repurchase a security from the
Portfolio at an agreed-upon future date, normally the next business day. The
resale price is greater than the purchase price, which reflects the agreed-upon
rate of return for the period the Portfolio holds the security and which is not
related to the coupon rate on the purchased security. The Portfolio requires
continual main tenance of the market value of the collateral in amounts at least
equal to the resale price, thus risk is limited to the ability of the seller to
pay the agreed-upon amount on the delivery date; however, if the seller
defaults, realization upon the collateral by the Portfolio may be delayed or
limited or the Portfolio might incur a loss if the value of the collateral
securing the repurchase agreement declines and might incur disposition costs in
connection with liquidating the collateral. The Portfolio will only enter into
repurchase agreements with broker/dealers or other financial institutions that
are deemed creditworthy by the Manager under guidelines approved by the Board of
Directors. It is the policy of the Fund not to invest in repurchase agreements
that do not mature within seven days if any such investment together with any
other illiquid assets held by the Portfolio amount to more than 10% of the
Portfolio's total assets.
Securities Lending. The Portfolio may seek to increase its investment
income by lending its securities to unaffiliated brokers, dealers and other
financial institutions, provided such loans are callable at any time and are
continuously secured by cash, U.S. Government securities or other liquid,
high-grade debt securities equal to no less than the market value, determined
daily, of the securities loaned. Management will limit such lending to not more
than one-third of the value of the Portfolio's total assets. The risks in
lending portfolio securities, as with other extensions of secured credit,
consist of possible delay in receiving additional collateral or in the recovery
of the securities or possible loss of rights in the collateral should the
borrower fail financially. Loans will only be made to borrowers whom the
investment adviser deems to be of good standing and will not be made unless, in
the judgment of the investment adviser, the consideration to be earned from such
loans would justify the risk.
Loan Participations and Assignments. The Portfolio may invest a portion of
its assets in loan participations ("Participations"). By purchasing a
Participation, the Portfolio acquires some or all of the interest of a bank or
other lending institution in a loan to a corporate or government borrower. The
Participations typically will result in the Portfolio having a contractual
relationship only with the lender and not with the borrower. The Portfolio 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 Participations, the Portfolio generally will have no right to enforce
compliance by the borrower with the terms of the loan
16
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
agreement relating to the loan, nor any rights of set-off against the borrower,
and the Portfolio may not directly benefit from any collateral supporting the
loan in which it has purchased the Participation. As a result, the Portfolio
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, the Portfolio may be treated as a general creditor of the lender
and may not benefit from any set-off between the lender and the borrower. The
Portfolio will acquire Participations only if the lender interpositioned between
the Portfolio and the borrower is determined by management to be creditworthy.
The Portfolio may also invest in assignments of portions of loans from
third parties ("Assignments"). When it purchases Assignments from lenders, the
Portfolio will acquire direct rights against the borrower on the loan. However,
since Assignments are arranged through private negotiations between potential
assignees and assignors, the rights and obligations acquired by the Portfolio as
the purchaser of an Assignment may differ from, and be more limited than, those
held by the assigning lender.
The Portfolio may have difficulty disposing of Assignments and
Participations. The liquidity of such securities is limited and, the Portfolio
anticipates that such securities could be sold only to a limited number of
institutional investors. The lack of a liquid secondary market could have an
adverse impact on the value of such securities and on the Portfolio's ability to
dispose of particular Assignments or Participations when necessary to meet the
Portfolio's liquidity needs or in response to a specific economic event, such as
a deterioration in the creditworthiness of the borrower. The lack of a liquid
secondary market for Assignments and Participations also may make it more
difficult for the Portfolio to assign a value to those securities for purposes
of valuing the Portfolio's portfolio and calculating its net asset value.
Options, Futures and Currency Strategies. The Portfolio may use forward
currency contracts and certain options and futures strategies to attempt to
hedge its portfolio, i.e., reduce the overall level of investment risk normally
associated with the Portfolio. There can be no assurance that such efforts will
succeed. These hedging techniques are described below and are further detailed
in the Statement of Additional Information.
In order to assure that the Portfolio will not be deemed to be a
"commodity pool" for purposes of the Commodity Exchange Act, regulations of the
Commodity Futures Trading Commission ("CFTC") require that the Portfolio enter
into transactions in futures contracts and options on futures contracts only
(i) for bona fide hedging purposes (as defined in CFTC regulations), or (ii) for
non-hedging purposes, provided that the aggregate initial margin and premiums on
such non-hedging positions does not exceed 5% of the liquidation value of the
Portfolio's assets. The Portfolio, however, does not intend to use such
instruments for non-hedging purposes.
17
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
To attempt to hedge against adverse movements in exchange rates between
currencies, the Portfolio may enter into forward currency contracts for the
purchase or sale of a specified currency at a specified future date. Such
contracts may involve the purchase or sale of a foreign currency against the
U.S. dollar or may involve two foreign currencies. The Portfolio may enter into
forward currency contracts either with respect to specific transactions or with
respect to its portfolio positions. For example, when the Portfolio anticipates
making a purchase or sale of a security, it may enter a forward currency
contract in order to set the rate (either relative to the U.S. dollar or another
currency) at which a currency exchange transaction related to the purchase or
sale will be made ("transaction hedging"). Further, when the investment manager
believes that a particular currency may decline compared to the U.S. dollar or
another currency, the Portfolio may enter into a forward contract to sell the
currency the investment manager expects to decline in an amount approximating
the value of some or all of the Portfolio's securities denominated in that
currency, or when the investment manager believes that one currency may decline
against a currency in which some or all of the portfolio securities held by the
Portfolio are denominated, it may enter into a forward contract to buy the
currency expected to decline for a fixed amount ("position hedging"). In this
situation, the Portfolio may, in the alternative, enter into a forward contract
to sell a different currency for a fixed amount of the currency expected to
decline where the investment manager believes that the value of the currency to
be sold pursuant to the forward contract will fall whenever there is a decline
in the value of the currency in which portfolio securities of the the Portfolio
are denominated ("cross hedging"). The Fund's custodian places cash or U.S.
Government securities or other high-quality debt securities denominated in
certain currencies in a separate account of the Portfolio having a value equal
to the aggregate amount of the Portfolio's commitments under forward contracts
entered into with respect to position hedges and cross-hedges. If the value of
the securities placed in a separate account declines, additional cash or
securities are placed in the account on a daily basis so that the value of the
account will equal the amount of the Portfolio's commitments with respect to
such contracts.
For hedging purposes, the Portfolio may write covered call options and
purchase put and call options on currencies to hedge against movements in
exchange rates and on debt securities to hedge against the risk of fluctuations
in the prices of securities held by the Portfolio or which the investment
manager intends to include in its portfolio. The Portfolio also may use interest
rate futures contracts and options thereon to hedge against changes in the
general level of interest rates.
The Portfolio may write call options on securities and currencies only if
they are covered, and such options must remain covered so long as the Portfolio
is obligated as a writer. A call option written by the Portfolio is "covered" if
the Portfolio owns the securities or currency underlying the option or has an
absolute
18
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
and immediate right to acquire that security or currency without additional cash
consideration (or for additional cash consideration held in a segregated account
by its custodian) upon conversion or exchange of other securities or currencies
held in its portfolio. A call option is also covered if the Portfolio holds on a
share-for-share basis a call on the same security or holds a call on the same
currency as the call written where the exercise price of the call held is equal
to or less than the exercise price of the call written or greater than the
exercise price of the call written if the difference is maintained by the
Portfolio in cash, Treasury bills or other high-grade, short-term obligations in
a segregated account with its custodian.
Although the Portfolio might not employ the use of forward currency
contracts, options and futures, the use of any of these strategies would involve
certain investment risks and transaction costs to which it might not otherwise
be subject. These risks include: dependence on the investment manager's ability
to predict movements in the prices of individual debt securities, fluctuations
in the general fixed-income markets and movements in interest rates and currency
markets; imperfect correlation between movements in the price of currency,
options, futures contracts or options thereon and movements in the price of the
currency or security hedged or used for cover; the fact that skills and
techniques needed to trade options, futures contracts and options thereon or to
use forward currency contracts are different from those needed to select the
securities in which the Portfolio invests; lack of assurance that a liquid
market will exist for any particular option, futures contract or option thereon
at any particular time and the possible need to defer or accelerate closing out
certain options, futures contracts and options thereon in order to continue to
qualify for the beneficial tax treatment afforded "regulated investment
companies" under the Internal Revenue Code of 1986, as amended (the "Code"). See
"Dividends, Distributions and Taxes."
The Portfolio's investment objective may be changed only by the "vote of a
majority of the outstanding voting securities" as defined in the Investment
Company Act of 1940 (the "1940 Act"). The Portfolio's investment policies are
non-fundamental and, as such, may be changed by the Board of Directors, provided
such change is not prohibited by the investment restrictions (which are set
forth below and in the Statement of Additional Information) or applicable law,
and any such change will first be disclosed in the then current prospectus.
RISK FACTORS
Investors should realize that risk of loss is inherent in the ownership of
any securities and that the Portfolio's net asset value will fluctuate,
reflecting fluctuations in the market value of its portfolio positions. The
value of the fixed-income securities held by the Portfolio generally fluctuates
inversely with interest rate movements. The Portfolio normally will invest in a
substantial number of issuers; however, the Port folio has registered under the
1940 Act as a "non-
19
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
diversified" fund so that it will be able to invest more than 5% of its assets
in high quality, fixed-income obligations of an issuer. Since, as a
"non-diversified" fund, the Portfolio is permitted to invest a greater
proportion of its assets in the securities of a smaller number of issuers, the
Portfolio may be subject to greater credit and liquidity risks with respect to
its individual portfolio than a fund that is more broadly diversified. In
addition, concentration of the Portfolio's assets in one or a few countries or
currencies will subject the Portfolio to greater risks than if the Portfolio's
assets were not geographically concentrated.
According to Smith Barney Global Capital Management, Inc. ("Global
Capital"), which will furnish the investment manager with advice with respect to
investments in the Portfolio (see "Management of the Fund"), as of October 31,
1996 over 50% of the value of all outstanding government debt obligations
throughout the world was represented by obligations denominated in currencies
other than the U.S. dollar. Moreover, from time to time, primarily because of
the U.S. dollar--domestic currency exchange rate and differing demand--supply
relationships, the debt securities of issuers located outside the U.S. have
substantially outperformed the debt obligations of U.S. issuers in U.S. dollar
terms. Accordingly, the investment manager believes that the Portfolio's policy
of investing in debt securities of issuers throughout the world may enable it to
produce U.S. dollar-based returns greater than those produced by funds investing
solely in domestic debt securities.
Nonetheless, foreign investing does entail certain risks, such as the
Portfolio's income may be subject to foreign withholding taxes (see "Dividends,
Distributions and Taxes"), foreign brokerage fees generally are higher than in
the United States, and the potential difficulty in enforcing contractual
obligations outside the U.S. The securities of non-U.S. issuers generally will
not be registered with, nor will the issuers thereof be subject to, the
reporting requirements of the U.S. Securities and Exchange Commission.
Accordingly, there may be less publicly available information about foreign
securities and issuers than is available about domestic securities and issuers.
With respect to some foreign countries, there is the possibility of
expropriation or confiscatory taxation, limitations on the removal of funds or
other assets of the Portfolio, political or social instability, or diplomatic
developments that could affect the Portfolio's investments in those countries.
In addition, foreign companies generally are not subject to uniform accounting,
auditing and financial reporting standards, practices and requirements
comparable to those applicable to domestic companies. Securities of some foreign
companies are less liquid and their prices may be more volatile than securities
of comparable domestic companies. Moreover, individual foreign economies may
differ favorably or unfavorably from the United States economy in such respects
as growth of gross national product, rate of inflation, rate of savings and
capital reinvestment, resource self-sufficiency and balance of payments
positions. Global Capital will rely on its worldwide financial and investment
expertise to attempt to limit these risks.
20
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
Since the Portfolio may invest substantially in securities denominated in
currencies other than the U.S. dollar, and since the Portfolio may hold foreign
currencies, the Portfolio will be affected favorably or unfavorably by exchange
control regulations or changes in the exchange rates between such currencies and
the U.S. dollar. Changes in currency exchange rates will influence the value of
the Portfolio's shares and also may affect the value of dividends and interest
earned by the Portfolio and gains and losses it realizes. Exchange rates are
determined by the forces of supply and demand in the foreign exchange markets.
These forces are affected by the international balance of payments and other
economic and financial conditions, government intervention and speculation.
One or more of the risks discussed above could affect adversely the
economy of a developing market or the Portfolio's investments in such a market.
In Eastern Europe, for example, upon the accession to power of Communist regimes
in the past, the governments of a number of Eastern European countries
expropriated a large amount of property. The claims of many property owners
against those of governments were never finally settled. There can be no
assurance that any investments that the Portfolio might make in such emerging
markets would not be expropriated, nationalized or otherwise confiscated at some
time in the future. In such an event, the Portfolio could lose its entire
investment in the market involved. Moreover, changes in the leadership of
policies of such markets could halt the expansion or reverse the liberalization
of foreign investment policies now occurring in certain of these markets and
adversely affect existing investment opportunities.
PORTFOLIO TURNOVER
Although it is anticipated that most investments of the Portfolio will be
long-term in nature, the rate of portfolio turnover will depend upon market and
other conditions, and it will not be a limiting factor when the investment
manager believes that portfolio changes are appropriate. Higher portfolio
turnover rates can result in corresponding increases in Portfolio expenses. See
"Financial Highlights" for the Portfolio's annual turnover rate during each year
since inception.
INVESTMENT RESTRICTIONS
The following investment restrictions and those described in the Statement
of Additional Information are fundamental policies of the Portfolio that may be
changed only by the "vote of a majority of the outstanding securities" as
defined in the 1940 Act. The Portfolio may not: 1. Borrow money, except from
banks for temporary or emergency purposes not in excess of 33 1/3% of the value
of the Portfolio's total assets. Whenever such borrowings exceed 5% of the value
of the Portfolio's total assets, the Portfolio will not make any additional
investments. This restriction shall not prevent the Portfolio from entering into
reverse repurchase agreements, provided that reverse
21
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
repurchase agreements and any other transactions constituting borrowing by the
Portfolio may not exceed one-third of the Portfolio's total assets. In the event
that the asset coverage falls below 300%, the Portfolio would reduce, within
three days (excluding Saturdays, Sundays and holidays), the amount of its
borrowings in order to provide for 300% asset coverage; and 2. Acquire
securities subject to restrictions on disposition or securities for which there
is no readily available market; enter into repurchase agreements, or purchase
time deposits or variable amount master demand notes, if any of the foregoing
have a term or demand feature of more than seven days; or purchase OTC options
or set aside assets to cover OTC options written by the Portfolio if,
immediately after and as a result, the value of such securities would exceed, in
the aggregate, 10% of the Portfolio's total assets. Subject to this limitation,
the Fund's Board of Directors has authorized the Portfolio to invest in
restricted securities if such investment is consistent with the Portfolio's
investment objective and has authorized such securities to be considered to be
liquid to the extent the investment adviser determines on a daily basis that
there is a liquid institutional market for such securities. The Board of
Directors retains ultimate ongoing responsibility for the determination that a
restricted security is liquid. To the extent the Port folio invests in
restricted securities that are deemed liquid, the general level of illiquidity
in the Portfolio may be increased if qualified institutional buyers become
uninterested in purchasing these securities or the market for these securities
contracts. To the extent such restricted securities revert to illiquid status
subsequent to the Portfolio's purchase, the Board of Directors will consider
appropriate remedies to maximize the Portfolio's liquidity and its ability to
meet redemption demands.
- --------------------------------------------------------------------------------
Valuation of Shares
- --------------------------------------------------------------------------------
The Portfolio's net asset value per share is determined as of the close of
regular trading on the NYSE, on each day that the NYSE is open, by dividing the
value of the Portfolio's net assets attributable to each Class by the total
number of shares of the Class outstanding.
Securities owned by the Portfolio for which market quotations are readily
available are valued at current market value or, in their absence, at fair
value. Securities traded on an exchange are valued at last sales prices on the
principal exchange on which each such security is traded, or if there were no
sales on that exchange on the valuation date, the last quoted sale, up to the
time of valuation, on the other ex changes. If instead there were no sales on
the valuation date with respect to these securities, such securities are valued
at the mean of the latest published closing bid and asked prices.
Over-the-counter securities are valued at last sales price or, if there were no
sales that day, at the mean between the bid and asked prices. Options, futures
contracts and options thereon that are traded on exchanges are also valued at
last sales
22
<PAGE>
- --------------------------------------------------------------------------------
Valuation of Shares (continued)
- --------------------------------------------------------------------------------
prices as of the close of the principal exchange on which each is listed or if
there were no such sale on the valuation date, the last quoted sale, up to the
time of valuation, on the other exchanges. In the absence of any sales on the
valuation date, valuation shall be the mean of the latest closing bid and asked
prices. Securities with a remaining maturity of 60 days or less are valued at
amortized cost where the Board has deter mined that amortized cost is fair
value. Premiums received on the sale of call options will be included in the
Portfolio's net assets, and current market value of such options sold by the
Portfolio will be subtracted from the Portfolio's net assets. Any other
investments of the Portfolio, including restricted securities and listed
securities for which there is a thin market or that trade infrequently, (i.e.,
securities for which prices are not readily available) are valued at a fair
value determined by the Board of Directors in good faith. This value generally
is determined as the amount that the Portfolio could reasonably expect to
receive from an orderly disposition of these assets over a reasonable period of
time but in no event more than seven days. The value of any security or
commodity denominated in a currency other than U.S. dollars will be converted
into U.S. dollars at the prevailing market rate as determined by the investment
adviser.
Foreign securities trading may not take place on all days on which the
NYSE is open. Further, trading takes place in various foreign markets on days on
which the NYSE is not open. Accordingly, the determination of the net asset
value of the Port folio may not take place contemporaneously with the
determination of the prices of investments held by such Portfolio. Events
affecting the values of investments that occur between the time their prices
are determined and 4:00 P.M. on each day that the NYSE is open will not be
reflected in the Portfolio's net asset value unless the investment adviser,
under the supervision of the Fund's Board of Directors, determines that the
particular event would materially affect net asset value. As a result, the
Portfolio's net asset value may be significantly affected by such trading on
days when a shareholder has no access to the Portfolio.
- --------------------------------------------------------------------------------
Dividends, Distributions and Taxes
- --------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS
The Fund declares and pays monthly income dividends on shares of the
Portfolio and makes annual distributions of capital gains, if any, on such
shares.
If a shareholder does not otherwise instruct, dividends and capital gain
distributions will be reinvested automatically in additional shares of the same
Class at net asset value, subject to no sales charge or CDSC.
Income dividends and capital gain distributions that are invested are
credited to shareholders' accounts in additional shares at the net asset value
as of the close of business on the payment date. A shareholder may change the
option at any time by
23
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- --------------------------------------------------------------------------------
Dividends, Distributions and Taxes (continued)
- --------------------------------------------------------------------------------
notifying his or her Smith Barney Financial Consultant. Accounts held directly
by First Data should notify First Data in writing at least five business days
prior to the payment date to permit the change to be entered in the
shareholder's account.
The per share dividends on Class B and Class C shares of the Portfolio
may be lower than the per share dividends on Class A and Class Y shares
principally as a result of the distribution fee applicable with respect to Class
B and Class C shares. The per share dividends on Class A shares of the Portfolio
may be lower than the per share dividends on Class Y shares principally as a
result of the service fee applicable to Class A shares. Distributions of
capital gains, if any, will be in the same amount for Class A, Class B, Class C
and Class Y shares.
TAXES
The Portfolio intends to qualify as a regulated investment company under
Subchapter M of the Code to be relieved of Federal income tax on that part of
its net investment income and realized capital gains which it pays out to its
share holders. To qualify, the Portfolio must meet certain tests, including
distributing at least 90% of its investment company taxable income, and deriving
less than 30% of its gross income from the sale or other disposition of certain
investments held for less than three months.
Dividends from net investment income and distributions of realized
short-term capital gains on the sale of securities, whether paid in cash or
automatically invested in additional shares of the Portfolio, are taxable to
shareholders as ordinary in come. The Portfolio's dividends will not qualify for
the dividends received deduction for corporations. Dividends and distributions
declared by the Port folio may also be subject to state and local taxes.
Distributions out of net long-term capital gains (i.e., net long-term capital
gains in excess of net short-term capital losses) are taxable to shareholders as
long-term capital gains. Information as to the tax status of dividends paid or
deemed paid in each calendar year will be mailed to share holders as early in
the succeeding year as practical but not later than January 31.
Under Internal Revenue Code sections 988 and 1256, unrealized gains
(losses) from certain foreign currency positions are treated as ordinary income
(loss) at year end. Due to the uncertainty during the taxable year surrounding
the amount that might ultimately be treated as a net ordinary loss under these
rules, dividends made during the year may have to be reclassified as
distributions of short-term capital gain at the end of the year. Distributions
of short-term capital gain and net investment income will generally be treated
as ordinary income to shareholders for tax purposes.
Income received by the Portfolio from sources within foreign countries may
be subject to withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. It is impossible to determine the rate of foreign tax in
advance since the amount
24
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- --------------------------------------------------------------------------------
Dividends, Distributions and Taxes (continued)
- --------------------------------------------------------------------------------
of the Portfolio's assets to be invested in various countries is not known. Such
foreign taxes would reduce the income of the Portfolio distributed to
shareholders.
If, at the end of the Portfolio's taxable year, more than 50% of the value
of the Portfolio's total assets consists of stock or securities of foreign
corporations, the Portfolio may make an election pursuant to which foreign
income taxes paid by it will be treated as paid directly by its shareholders.
Because, under normal market conditions, the Portfolio will invest at least 65%
of its total assets in securities issued or guaranteed by the United States or
foreign governments or their agencies, authorities or instrumentalities, it is
not likely that the Portfolio will be eligible to make this election. If the
Portfolio were entitled to and did make such an election, the amount of such
foreign taxes would be included in the income of shareholders, and a shareholder
other than a foreign corporation or non-resident alien individual could claim
either a credit or, provided the shareholder itemizes deductions, a deduction
for U.S. federal income tax purposes for such foreign taxes. The amount of
foreign taxes for which a shareholder can claim a credit in any year is
generally subject to limitation, including a separate limitation for "passive
income," which includes, among other items, dividends, interest and certain
foreign currency gains.
In determining gain or loss, a shareholder who redeems or exchanges shares
in the Portfolio within 90 days of the acquisition of such shares will not be
entitled to include in tax basis the sales charges incurred in acquiring such
shares to the extent of any subsequent reduction in sales charges for investing
in the Portfolio or a different Portfolio of the Fund, such as pursuant to the
rights discussed in "Exchange Privilege."
The Fund is required to withhold and remit to the U.S. Treasury 31% of
dividends, distributions and redemption proceeds to shareholders who fail to
provide a correct taxpayer identification number (the Social Security number in
the case of an individual) or to make the required certifications, or who have
been notified by the Internal Revenue Service that they are subject to backup
withholding and who are not otherwise exempt. The 31% withholding tax is not an
additional tax, but is creditable against a shareholder's federal income tax
liability.
Prior to investing in shares of the Portfolio, investors should consult
with their tax advisors concerning the federal, state and local tax consequences
of such an investment.
- --------------------------------------------------------------------------------
Purchase of Shares
- --------------------------------------------------------------------------------
GENERAL
The Portfolio offers four Classes of shares. Class A shares are sold to
investors with an initial sales charge and Class B and Class C shares are sold
without an initial sales charge but are subject to a CDSC payable upon certain
redemptions.
25
<PAGE>
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Purchase of Shares (continued)
- --------------------------------------------------------------------------------
Class Y shares are sold without an initial sales charge or CDSC and are
available only to investors investing a minimum of $5,000,000 (except for
purchases of Class Y shares by Smith Barney Concert Series Inc., for which there
is no minimum purchase amount). See "Prospectus Summary-Alternative Purchase
Arrangements" for a discussion of factors to consider in selecting which Class
of shares to purchase.
Purchases of Portfolio shares must be made through a brokerage account
maintained with Smith Barney, an Introducing Broker or an investment dealer in
the selling group. In addition, certain investors, including qualified
retirement plans and certain institutional investors, may purchase shares
directly from the Fund through First Data. When purchasing shares of the
Portfolio, investors must specify whether the purchase is for Class A, Class B,
Class C or Class Y shares. No maintenance fee will be charged by the Fund in
connection with a brokerage account through which an investor purchases or holds
shares.
Investors in Class A, Class B and Class C shares may open an account by
making an initial investment of at least $1,000 for each account, or $250 for an
IRA or a Self-Employed Retirement Plan in the Portfolio. Investors in Class Y
shares may open an account by making an initial investment of $5,000,000.
Subsequent investments of at least $50 may be made for all Classes. For
participants in retirement plans qualified under Section 403(b)(7) or Section
401(a) of the Code, the minimum initial investment requirement for Class A,
Class B and Class C shares and the subsequent investment requirement for all
Classes in the Portfolio is $25. For shareholders purchasing shares of the
Portfolio through the Systematic Investment Plan on a monthly basis, the minimum
initial investment requirement for Class A, Class B and Class C shares and the
subsequent investment requirement for all Classes is $25. For shareholders
purchasing shares of the Portfolio through the Systematic Investment Plan on a
quarterly basis, the minimum initial investment requirement for Class A, Class B
and Class C shares and the subsequent investment requirement for all Classes is
$50. There are no minimum investment requirements in Class A shares for
employees of Travelers and its subsidiaries, including Smith Barney, Directors
or Trustees of any of the Smith Barney Mutual Funds, and their spouses and
children. The Fund reserves the right to waive or change mini mums, to decline
any order to purchase its shares and to suspend the offering of shares from time
to time. Shares purchased will be held in the shareholder's account by the
Fund's transfer agent, First Data. Share certificates are issued only upon a
shareholder's written request to First Data.
Purchase orders received by the Fund or Smith Barney prior to the close of
regular trading on the NYSE, on any day the Portfolio calculates its net asset
value, are priced according to the net asset value determined on that day (the
"trade date"). Orders received by dealers or Introducing Brokers prior to the
close of regular trading on the NYSE on any day the Portfolio calculates its net
asset value, are
26
<PAGE>
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Purchase of Shares (continued)
- --------------------------------------------------------------------------------
priced according to the net asset value determined on that day, provided the
order is received by the Fund or Smith Barney prior to Smith Barney's close of
business. For shares purchased through Smith Barney or Introducing Brokers
purchasing through Smith Barney, payment for Portfolio shares is due on the
third business day (the "settlement date") after the trade date. In all other
cases, payments must be made with the purchase order.
SYSTEMATIC INVESTMENT PLAN
Shareholders may make additions to their accounts at any time by
purchasing shares through a service known as the Systematic Investment Plan.
Under the Systematic Investment Plan, Smith Barney or First Data is authorized
through pre authorized transfers of at least $25 on a monthly basis or at least
$50 on a quarterly basis to charge the regular bank account or other financial
institution indicated by the shareholder, to provide systematic additions to the
shareholder's Portfolio account. A shareholder who has insufficient funds to
complete the transfer will be charged a fee of up to $25 by Smith Barney or
First Data. The Systematic Investment Plan also authorizes Smith Barney to apply
cash held in the shareholder's Smith Barney brokerage account or redeem the
shareholder's shares of a Smith Barney money market fund to make additions to
the account. Additional information is available from the Fund or a Smith Barney
Financial Consultant.
INITIAL SALES CHARGE ALTERNATIVE - CLASS A SHARES
The sales charges applicable to purchases of Class A shares of the
Portfolio are as follows: Dealers'
Dealers'
Sales Charge Reallowance
% of % of as % of
Amount of Investment Offering Price Amount Invested Offering Price
- --------------------------------------------------------------------------------
Less than $ 25,000 4.50% 4.71% 4.00%
$ 25,000 -- 49,999 4.00 4.17 3.60
50,000 -- 99,999 3.50 3.63 3.15
100,000 -- 249,999 2.50 2.56 2.25
250,000 -- 499,999 1.50 1.52 1.35
500,000 and over * * *
================================================================================
* Purchases of Class A shares, which when combined with current holdings of
Class A shares offered with a sales charge equal or exceed $500,000 in the
aggregate, will be made at net asset value without any initial sales charge, but
will be subject to a CDSC of 1.00% on redemptions made within 12 months of
purchase. The CDSC on Class A shares is payable to Smith Barney, which
compensates Smith Barney Financial Consultants and other dealers whose clients
make purchases of $500,000 or more. The CDSC is waived in the same circumstances
in which the CDSC applicable to Class B and Class C shares is waived. See
"Deferred Sales Charge Alternatives" and "Waivers of CDSC."
27
<PAGE>
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Purchase of Shares (continued)
- --------------------------------------------------------------------------------
Members of the selling group may receive up to 90% of the sales charge and
may be deemed to be underwriters of the Fund as defined in the Securities Act of
1933, as amended.
The reduced sales charges shown above apply to the aggregate of purchases
of Class A shares of the Portfolio made at one time by "any person," which
includes an individual, his or her spouse and children, or a trustee or other
fiduciary of a single trust estate or single fiduciary account. The reduced
sales charge minimums may also be met by aggregating the purchase with the net
asset value of all Class A shares offered with a sales charge held in funds
sponsored by Smith Barney that are listed under "Exchange Privilege."
INITIAL SALES CHARGE WAIVERS
Purchases of Class A shares may be made at net asset value without a sales
charge in the following circumstances: (a) sales to (i) Board Members and
employees of Travelers and its subsidiaries and any of the Smith Barney Mutual
Funds (including retired Board Members and employees); the immediate families of
such persons (including the surviving spouse of a deceased Board Member or
employee); and to a pension, profit-sharing or other benefit plan for such
persons and (ii) employees of members of the National Association of Securities
Dealers, Inc., provided such sales are made upon the assurance of the purchaser
that the purchase is made for investment purposes and that the securities will
not be resold except through redemption or repurchase; (b) offers of Class A
shares to any other investment company to effect the combination of such company
with the Portfolio by merger, acquisition of assets or otherwise; (c) purchases
of Class A shares by any client of a newly employed Smith Barney Financial
Consultant (for a period up to 90 days from the commencement of the Financial
Consultant's employment with Smith Barney), on the condition the purchase of
Class A shares is made with the proceeds of the redemption of shares of a mutual
fund which (i) was sponsored by the Financial Consultant's prior employer, (ii)
was sold to the client by the Financial Consultant and (iii) was subject to a
sales charge; (d) shareholders who have redeemed Class A shares in the Portfolio
(or Class A shares of another fund of the Smith Barney Mutual Funds that are
offered with a sales charge equal to or greater than the maximum sales charge
of the Portfolio) and who wish to reinvest their redemption proceeds in the
Portfolio, provided the reinvestment is made within 60 calendar days of the
redemption; (e) accounts managed by registered investment advisory subsidiaries
of Travelers; (f) direct rollovers by plan participants of distributions from a
401(k) plan offered to employees of Travelers or its subsidiaries or a 401(k)
plan enrolled in the Smith Barney 401(k) Program (Note: subsequent investments
will be subject to the applicable sales charge); (g) purchases by separate
accounts used to fund certain unregistered variable annuity contracts; and (h)
purchases by investors participating in a Smith Barney fee-based arrangement. In
order to obtain such discounts, the
28
<PAGE>
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Purchase of Shares (continued)
- --------------------------------------------------------------------------------
purchaser must provide sufficient information at the time of purchase to permit
verification that the purchase would qualify for the elimination of the sales
charge.
RIGHT OF ACCUMULATION
Class A shares of the Portfolio may be purchased by "any person" (as
defined above) at a reduced sales charge at net asset value determined by
aggregating the dollar amount of the new purchase and the total net asset value
of all Class A shares of the Portfolio and of funds sponsored by Smith Barney
which are offered with a sales charge listed under "Exchange Privilege" then
held by such person and applying the sales charge applicable to such aggregate.
In order to obtain such discount, the purchaser must provide sufficient
information at the time of purchase to permit verification that the purchase
qualifies for the reduced sales charge. The right of accumulation is subject to
modification or discontinuance at any time with respect to all shares purchased
thereafter.
GROUP PURCHASES
Upon completion of certain automated systems, a reduced sales charge or
purchase at net asset value will also be available to employees (and partners)
of the same employer purchasing as a group, provided each participant makes the
minimum initial investment required. The sales charge applicable to purchases by
each member of such a group will be determined by the table set forth above
under "Initial Sales Charge Alternative -- Class A Shares," and will be based
upon the aggregate sales of Class A shares of Smith Barney Mutual Funds offered
with a sales charge to, and share holdings of, all members of the group. To be
eligible for such reduced sales charges or to purchase at net asset value, 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 plan may, but is not required to, provide for payroll deductions, IRAs or
investments pursuant to retirement plans under Sections 401 or 408 of the Code.
Smith Barney may also offer a reduced sales charge or net asset value purchase
for aggregating related fiduciary accounts under such conditions that Smith
Barney 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 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 offered with a
sales charge that have been previously purchased and are still owned by the
group, plus the amount of the current purchase. A "qualified group" is one which
(a) has been in existence for more than six months, (b) has a purpose other than
acquiring Portfolio shares at a discount and (c) satisfies uniform criteria
which enables Smith Barney 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 the Portfolio
and the members, and must agree
29
<PAGE>
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Purchase of Shares (continued)
- --------------------------------------------------------------------------------
to include sales and other materials related to the Port folio in its
publications and mailings to members at no cost to Smith Barney. In order to
obtain such reduced sales charge or to purchase at net asset value, the
purchaser 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
Smith Barney.
LETTER OF INTENT
Class A Shares. A Letter of Intent for amounts of $50,000 or more provides
an opportunity for an investor to obtain a reduced sales charge by aggregating
investments over a 13 month period, provided that the investor refers to such
Letter when placing orders. For purposes of a Letter of Intent, the "Amount of
Investment" as referred to in the preceding sales charge table includes
purchases of all Class A shares of the Portfolio and other funds of the Smith
Barney Mutual Funds offered with a sales charge over the 13 month period based
on the total amount of intended purchases plus the value of all Class A shares
previously purchased and still owned. An alternative is to compute the 13 month
period starting up to 90 days before the date of execution of a Letter of
Intent. Each investment made during the period receives the reduced sales charge
applicable to the total amount of the investment goal. If the goal is not
achieved within the period, the investor must pay the difference between the
sales charges applicable to the purchases made and the charges previously paid,
or an appropriate number of escrowed shares will be re deemed. Please contact a
Smith Barney Financial Consultant or First Data to obtain a Letter of Intent
application.
Class Y Shares. A Letter of Intent may also be used as a way for investors
to meet the minimum investment requirement for Class Y shares. Such investors
must make an initial minimum purchase of $1,000,000 in Class Y shares of the
Portfolio and agree to purchase a total of $5,000,000 of Class Y shares of the
same Portfolio within six months from the date of the Letter. If a total
investment of $5,000,000 is not made within the six-month period, all Class Y
shares purchased to date will be transferred to Class A shares, where they will
be subject to all fees (including a service fee of 0.25%) and expenses
applicable to the Portfolio's Class A shares, which may include a CDSC of 1.00%.
Please contact a Smith Barney Financial Consultant or First Data for further
information.
DEFERRED SALES CHARGE ALTERNATIVES
CDSC Shares are sold at net asset value next determined without an initial
sales charge so that the full amount of an investor's purchase payment may be
immediately invested in the Portfolio. A CDSC, however, may be imposed on
certain redemptions of these shares. "CDSC Shares" are: (a) Class B shares; (b)
Class C shares; and (c) Class A shares which when combined with Class A shares
offered with a sales charge currently held by an investor equal or exceed
$500,000 in the aggregate.
30
<PAGE>
- --------------------------------------------------------------------------------
Purchase of Shares (continued)
- --------------------------------------------------------------------------------
Any applicable CDSC will be assessed on an amount equal to the lesser of
the original cost of the shares being redeemed or their net asset value at the
time of redemption. CDSC Shares that are redeemed will not be subject to a CDSC
to the extent that the value of such shares represents: (a) capital appreciation
of Portfolio assets; (b) reinvestment of dividends or capital gain
distributions; (c) with respect to Class B shares, shares redeemed more than
five years after their purchase; or (d) with respect to Class C shares and Class
A shares that are CDSC Shares, shares redeemed more than 12 months after their
purchase.
Class C shares and Class A shares that are CDSC Shares are subject to a
1.00% CDSC if redeemed within 12 months of purchase. In circumstances in which
the CDSC is imposed on Class B shares, the amount of the charge will depend on
the number of years since the shareholder made the purchase payment from which
the amount is being redeemed. Solely for purposes of determining the number of
years since a purchase payment, all purchase payments made during a month will
be aggregated and deemed to have been made on the last day of the preceding
Smith Barney statement month. The following table sets forth the rates of the
charge for redemptions of Class B shares by shareholders, except in the case of
Class B shares held under the Smith Barney 401(k) Program, as described below.
See "Purchase of Shares -- Smith Barney 401(k) and ExecChoice(TM) Programs."
Year Since Purchase
Payment Was Made CDSC
-------------------------------------------------------------------
First 4.50%
Second 4.00
Third 3.00
Fourth 2.00
Fifth 1.00
Sixth and thereafter 0.00
Class B shares will convert automatically to Class A shares eight years
after the date on which they were purchased and thereafter will no longer be
subject to any distribution fees. There will also be converted at that time such
proportion of Class B Dividend Shares owned by the shareholder as the total
number of his or her Class B Dividend Shares converting at the time bears to the
total number of outstanding Class B shares (other than Class B Dividend Shares)
owned by the share holder. Shareholders who held Class B shares of Smith Barney
Shearson Short-Term World Income Fund (the "Short-Term World Income Fund") on
July 15, 1994 and who subsequently exchange those shares for Class B shares of
the Portfolio will be offered the opportunity to exchange all such Class B
shares for Class A shares of the Portfolio four years after the date on which
those shares were deemed to have been purchased. Holders of such Class B shares
will be notified of the pending exchange in writing approximately 30 days before
the fourth anniversary of the purchase date and, unless the exchange has been
rejected in
31
<PAGE>
- --------------------------------------------------------------------------------
Purchase of Shares (continued)
- --------------------------------------------------------------------------------
writing, the exchange will occur on or about the fourth anniversary date. See
"Prospectus Summary -- Alternative Purchase Arrangements -- Class B Shares
Conversion Feature."
In determining the applicability of any CDSC, it will be assumed that a
redemption is made first of shares representing capital appreciation, next of
shares representing the reinvestment of dividends and capital gain distributions
and finally of other shares held by the shareholder for the longest period of
time. The length of time that CDSC Shares acquired through an exchange have been
held will be calculated from the date that the shares exchanged were initially
acquired in one of the other Smith Barney Mutual Funds, and Portfolio shares
being redeemed will be considered to represent, as applicable, capital
appreciation or dividend and capital gain distribution reinvestments in such
other funds. For Federal income tax purposes, the amount of the CDSC will
reduce the gain or increase the loss, as the case may be, on the amount realized
on redemption. The amount of any CDSC will be paid to Smith Barney.
To provide an example, assume an investor purchased 100 Class B shares at
$10 per share for a cost of $1,000. Subsequently, the investor acquired 5
additional shares through dividend reinvestment. During the fifteenth month
after the purchase, the investor decided to redeem $500 of his or her
investment. Assuming at the time of the redemption the net asset value had
appreciated to $12 per share, the value of the investor's shares would be $1,260
(105 shares at $12 per share). The CDSC would not be applied to the amount which
represents appreciation ($200) and the value of the reinvested dividend shares
($60). Therefore, $240 of the $500 redemption proceeds ($500 minus $260) would
be charged at a rate of 4.00% (the applicable rate for Class B shares) for a
total deferred sales charge of $9.60.
WAIVERS OF CDSC
The CDSC will be waived on: (a) exchanges (see "Exchange Privilege"); (b)
automatic cash withdrawals in amounts equal to or less than 1.00% per month of
the value of the shareholder's shares at the time the withdrawal plan commences
(see "Automatic Cash Withdrawal Plan") (provided, however, that automatic cash
withdrawals in amounts equal to or less than 2.00% per month of the value of the
shareholder's shares will be permitted for withdrawal plans that were
established prior to November 7, 1994); (c) redemptions of shares within twelve
months following the death or disability of the shareholder; (d) redemption of
shares made in connection with qualified distributions from retirement plans or
IRAs upon the attainment of age 59 1/2; (e) involuntary redemptions; and (f)
redemptions of shares to effect a combination of the Portfolio with any
investment company by merger, acquisition of assets or otherwise. In addition, a
shareholder who has redeemed shares from other funds of the Smith Barney Mutual
Funds may, under certain circumstances, reinvest all or part of the redemption
proceeds within 60 days and
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Purchase of Shares (continued)
- --------------------------------------------------------------------------------
receive pro rata credit for any CDSC imposed on the prior redemption.
CDSC waivers will be granted subject to confirmation (by Smith Barney in
the case of shareholders who are also Smith Barney clients or by First Data in
the case of all other shareholders) of the shareholder's status or holdings, as
the case may be.
SMITH BARNEY 401(k) AND EXECCHOICE(TM) PROGRAMS
Investors may be eligible to participate in the Smith Barney 401(k)
Program or the Smith Barney ExecChoice(TM) Program. To the extent applicable,
the same terms and conditions, which are outlined below, are offered to all
plans participating ("Participating Plans") in these programs.
The Portfolio offers to Participating Plans Class A and Class C shares as
investment alternatives under the Smith Barney 401(k) and ExecChoice(TM)
Programs. Class A and Class C shares acquired through the Participating Plans
are subject to the same service and/or distribution fees as the Class A and
Class C shares acquired by other investors; however, they are not subject to any
initial sales charge or CDSC. Once a Participating Plan has made an initial
investment in the Portfolio, all of its subsequent investments in the Portfolio
must be in the same Class of shares, except as otherwise described below.
Class A Shares. Class A shares of the Portfolio are offered without any
sales charge or CDSC to any Participating Plan that purchases $1,000,000 or more
of Class A shares of one or more funds of the Smith Barney Mutual Funds.
Class C Shares. Class C shares of the Portfolio are offered without any
sales charge or CDSC to any Participating Plan that purchases less than
$1,000,000 of Class C shares of one or more funds of the Smith Barney Mutual
Funds.
401(k) and ExecChoice(TM) Plans Opened On or After June 21, 1996. If, at
the end of the fifth year after the date the Participating Plan enrolled in the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program, a
Participating Plan's total Class C holdings in all non-money market Smith Barney
Mutual Funds equal at least $1,000,000, the Participating Plan will be offered
the opportunity to exchange all of its Class C shares for Class A shares of the
Portfolio. (For Participating Plans that were originally established through a
Smith Barney retail brokerage account, the five-year period will be calculated
from the date the retail brokerage account was opened.) Such Participating Plans
will be notified of the pending exchange in writing within 30 days after the
fifth anniversary of the enrollment date and, unless the exchange offer has been
rejected in writing, the exchange will occur on or about the 90th day after the
fifth anniversary date. If the Participating Plan does not qualify for the
five-year exchange to Class A shares, a review of the Participating Plan's
holdings will be performed each quarter until either the Participating Plan
qualifies or the end of the eighth year.
401(k) Plans Opened Prior to June 21, 1996. In any year after the date a
Participating Plan enrolled in the Smith Barney 401(k) Program, if its total
Class C
33
<PAGE>
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Purchase of Shares (continued)
- --------------------------------------------------------------------------------
holdings in all non-money market Smith Barney Mutual Funds equal at least
$500,000 as of the calendar year-end, the Participating Plan will be offered the
opportunity to exchange all of its Class C shares for Class A shares of the
Portfolio. Such Plans will be notified in writing within 30 days after the last
business day of the calendar year and, unless the exchange offer has been
rejected in writing, the exchange will occur on or about the last business day
of the following March.
Any Participating Plan in the Smith Barney 401(k) or ExecChoice(TM)
Program, whether opened before or after June 21, 1996, that has not previously
qualified for an exchange into Class A shares will be offered the opportunity to
exchange all of its Class C shares for Class A shares of the Portfolio,
regardless of asset size, at the end of the eighth year after the date the
Participating Plan enrolled in the Smith Barney 401(k) or ExecChoice(TM)
Program. Such Plans will be notified of the pending exchange in writing
approximately 60 days before the eighth anniversary of the enrollment date and,
unless the exchange has been rejected in writing, the exchange will occur on or
about the eighth anniversary date. Once an exchange has occurred, a
Participating Plan will not be eligible to acquire additional Class C shares of
the Portfolio but instead may acquire Class A shares of the Portfolio. Any Class
C shares not converted will continue to be subject to the distribution fee.
Participating Plans wishing to acquire shares of the Portfolio through the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program must
purchase such shares directly from the Transfer Agent. For further information
regarding these Programs, investors should contact a Smith Barney Financial
Consultant.
Existing 401(k) Plans Investing in Class B Shares. Class B shares of the
Portfolio are not available for purchase by Participating Plans opened on or
after June 21, 1996, but may continue to be purchased by any Participating Plan
in the Smith Barney 401(k) Program opened prior to such date and originally
investing in such Class. Class B shares acquired are subject to a CDSC of 3.00%
of redemption proceeds if the Participating Plan terminates within eight years
of the date the Participating Plan first enrolled in the Smith Barney 401(k)
Program.
At the end of the eighth year after the date the Participating Plan
enrolled in the Smith Barney 401(k) Program, the Participating Plan will be
offered the opportunity to exchange all of its Class B shares for Class A shares
of the Portfolio. Such Participating Plan will be notified of the pending
exchange in writing approximately 60 days before the eighth anniversary of the
enrollment date and, unless the exchange has been rejected in writing, the
exchange will occur on or about the eighth anniversary date. Once the exchange
has occurred, a Participating Plan will not be eligible to acquire additional
Class B shares of the Portfolio but instead may acquire Class A shares of the
Portfolio. If the Participating Plan elects not to exchange all of its Class B
shares at that time, each Class B share held by the Participating Plan will have
the same conversion feature as Class B shares held by other investors. See
"Purchase of Shares -- Deferred Sales Charge Alternatives."
34
<PAGE>
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Purchase of Shares (continued)
- --------------------------------------------------------------------------------
No CDSC is imposed on redemptions of Class B shares to the extent that the
net asset value of the shares redeemed does not exceed the current net asset
value of the shares purchased through reinvestment of dividends or capital gain
distributions, plus the current net asset value of Class B shares purchased more
than eight years prior to the redemption, plus increases in the net asset value
of the shareholder's Class B shares above the purchase payments made during the
preceding eight years. Whether or not the CDSC applies to the redemption by a
Participating Plan depends on the number of years since the Participating Plan
first became enrolled in the Smith Barney 401(k) Program, unlike the
applicability of the CDSC to redemptions by other shareholders, which depends on
the number of years since those shareholders made the purchase payment from
which the amount is being redeemed.
The CDSC will be waived on redemptions of Class B shares in connection
with lump-sum or other distributions made by a Participating Plan as a result
of: (a) the retirement of an employee in the Participating Plan; (b) the
termination of employment of an employee in the Participating Plan; (c) the
death or disability of an employee in the Participating Plan; (d) the attainment
of age 591 1/42 by an employee in the Participating Plan; (e) hardship of an
employee in the Participating Plan to the extent permitted under Section 401(k)
of the Code; or (f) redemptions of shares in connection with a loan made by the
Participating Plan to an employee.
- --------------------------------------------------------------------------------
Exchange Privilege
- --------------------------------------------------------------------------------
Except as otherwise noted below, shares of each Class may be exchanged for
shares of the same Class in the following funds of the Smith Barney Mutual
Funds, to the extent shares are offered for sale in the shareholder's state of
residence. Ex changes of Class A, Class B and Class C shares are subject to
minimum investment requirements and all shares are subject to the other
requirements of the fund into which exchanges are made.
Fund Name
- --------------------------------------------------------------------------------
Growth Funds
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Fundamental Value Fund Inc.
Smith Barney Growth Opportunity Fund
Smith Barney Managed Growth Fund
Smith Barney Natural Resources Fund Inc.
Smith Barney Special Equities Fund
Growth and Income Funds
Concert Social Awareness Fund
Smith Barney Convertible Fund
35
<PAGE>
- --------------------------------------------------------------------------------
Exchange Privilege (continued)
- --------------------------------------------------------------------------------
Smith Barney Funds, Inc. -- Equity Income Portfolio
Smith Barney Growth and Income Fund
Smith Barney Premium Total Return Fund
Smith Barney Utilities Fund
Taxable Fixed-Income Funds
** Smith Barney Adjustable Rate Government Income Fund
Smith Barney Diversified Strategic Income Fund
+++ Smith Barney Funds, Inc. -- Short-Term U.S. Treasury Securities Portfolio
Smith Barney Funds, Inc. -- U.S. Government Securities Portfolio
Smith Barney Government Securities Fund
Smith Barney High Income Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Managed Governments Fund Inc.
Tax-Exempt Funds
Smith Barney Arizona Municipals Fund Inc.
Smith Barney California Municipals Fund Inc.
* Smith Barney Intermediate Maturity California Municipals Fund
* Smith Barney Intermediate Maturity New York Municipals Fund
Smith Barney Managed Municipals Fund Inc.
Smith Barney Massachusetts Municipals Fund
Smith Barney Muni Funds -- Florida Portfolio
Smith Barney Muni Funds -- Georgia Portfolio
* Smith Barney Muni Funds -- Limited Term Portfolio
Smith Barney Muni Funds -- National Portfolio
Smith Barney Muni Funds -- New York Portfolio
Smith Barney Muni Funds -- Pennsylvania Portfolio
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney Oregon Municipals Fund
Smith Barney Tax-Exempt Income Fund
International Funds
Smith Barney World Funds, Inc. -- Emerging Markets Portfolio
Smith Barney World Funds, Inc. -- European Portfolio
Smith Barney World Funds, Inc. -- International Balanced Portfolio
Smith Barney World Funds, Inc. -- International Equity Portfolio
Smith Barney World Funds, Inc. -- Pacific Portfolio
Smith Barney Concert Series Inc.
Smith Barney Concert Series Inc. -- Balanced Portfolio
Smith Barney Concert Series Inc. -- Conservative Portfolio
Smith Barney Concert Series Inc. -- Growth Portfolio
Smith Barney Concert Series Inc. -- High Growth Portfolio
Smith Barney Concert Series Inc. -- Income Portfolio
Money Market Funds
+ Smith Barney Exchange Reserve Fund
36
<PAGE>
- --------------------------------------------------------------------------------
Exchange Privilege (continued)
- --------------------------------------------------------------------------------
++ Smith Barney Money Funds, Inc. -- Cash Portfolio
++ Smith Barney Money Funds, Inc. -- Government Portfolio
*** Smith Barney Money Funds, Inc. -- Retirement Portfolio
+++ Smith Barney Municipal Money Market Fund, Inc.
+++ Smith Barney Muni Funds -- California Money Market Portfolio
+++ Smith Barney Muni Funds -- New York Money Market Portfolio
- --------------------------------------------------------------------------------
* Available for exchange with Class A, Class C and Class Y shares of the
Portfolio.
** Available for exchange with Class A, Class B and Class Y shares of the
Portfolio. In addition, shareholders who own Class C shares of the Portfolio
through the Smith Barney 401(k) Program may exchange those shares for Class
C shares of this fund.
*** Available for exchange with Class A shares of the Portfolio.
+ Available for exchange with Class B and Class C shares of the Portfolio.
++ Available for exchange with Class A and Class Y shares of the Portfolio. In
addition, shareholders who own Class C shares of the Portfolio through the
Smith Barney 401(k) or ExecChoice(TM) Programs may exchange those shares
for Class C shares of this fund.
+++ Available for exchange with Class A and Class Y shares of the Portfolio .
Class B Exchanges. In the event a Class B shareholder (unless such share
holder was a Class B shareholder of the Short-Term World Income Fund on July 15,
1994) wishes to exchange all or a portion of his or her shares in any of the
funds imposing a higher CDSC than that imposed by the Portfolio, the exchanged
Class B shares will be subject to the higher applicable CDSC. Upon an exchange,
the new Class B shares will be deemed to have been purchased on the same date as
the Class B shares of the Portfolio that have been exchanged.
Class C Exchanges. Upon an exchange, the new Class C shares will be deemed
to have been purchased on the same date as the Class C shares of the Port folio
that have been exchanged.
Class A and Class Y Exchanges. Class A and Class Y shareholders of the
Portfolio who wish to ex change all or a portion of their shares for shares of
the respective Class in any of the funds identified above may do so without
imposition of any charge.
Additional Information Regarding the Exchange Privilege. Although the
exchange privilege is an important benefit, excessive exchange transactions can
be detrimental to the Portfolio's performance and its shareholders. The Manager
may determine that a pattern of frequent exchanges is excessive and contrary to
the best interests of the Portfolio's other shareholders. In this event, the
Fund may, at its discretion, decide to limit additional purchases and/or
exchanges by the shareholder. Upon such a determination, the Fund will provide
notice in writing or by telephone to the shareholder at least 15 days prior to
suspending the exchange privilege and
37
<PAGE>
- --------------------------------------------------------------------------------
Exchange Privilege (continued)
- --------------------------------------------------------------------------------
during the 15 day period the shareholder will be required to (a) re deem his or
her shares in the Portfolio or (b) remain invested in the Portfolio or exchange
into any of the funds of the Smith Barney Mutual Funds ordinarily available,
which position the shareholder would be expected to maintain for a significant
period of time. All relevant factors will be considered in determining what
constitutes an abusive pattern of exchanges.
Certain shareholders may be able to exchange shares by telephone. See
"Redemption of Shares -- Telephone Redemption and Exchange Program." Exchanges
will be processed at the net asset value next determined. Redemption procedures
discussed below are also applicable for exchanging shares, and exchanges will be
made upon receipt of all supporting documents in proper form. If the account
registration of the shares of the fund being acquired is identical to the
registration of the shares of the fund ex changed, no signature guarantee is
required. A capital gain or loss for tax purposes will be realized upon the
exchange, depending upon the cost or other basis of shares redeemed. Before
exchanging shares, investors should read the current prospectus describing the
shares to be acquired. The Portfolio reserves the right to modify or discontinue
exchange privileges upon 60 days' prior notice to shareholders.
- --------------------------------------------------------------------------------
Redemption of Shares
- --------------------------------------------------------------------------------
The Fund is required to redeem the shares of the Portfolio tendered to it,
as described below, at a redemption price equal to their net asset value per
share next determined after receipt of a written request in proper form at no
charge other than any applicable CDSC. Redemption requests received after the
close of regular trading on the NYSE are priced at the net asset value next
determined.
If a shareholder holds shares in more than one Class, any request for
redemption must specify the Class being redeemed. In the event of a failure to
specify which Class, or if the investor owns fewer shares of the Class than
specified, the redemption request will be delayed until the Fund's transfer
agent receives further instructions from Smith Barney, or if the shareholder's
account is not with Smith Barney, from the shareholder directly. The redemption
proceeds will be remitted on or before the third business day following receipt
of proper tender, except on days on which the NYSE is closed or as permitted
under the 1940 Act in extraordinary circumstances. Generally, if the redemption
proceeds are remitted to a Smith Barney brokerage account, these funds will not
be invested for the shareholder's benefit without specific instruction and Smith
Barney will benefit from the use of temporarily uninvested funds. Redemption
proceeds for shares purchased by check, other than a certified or official bank
check, will be remitted upon clearance of the check, which may take up to ten
days or more.
Shares held by Smith Barney as custodian must be redeemed by submitting a
38
<PAGE>
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Redemption of Shares (continued)
- --------------------------------------------------------------------------------
written request to a Smith Barney Financial Consultant. Shares other than those
held by Smith Barney as custodian may be redeemed through an investor's
Financial Consultant, Introducing Broker or dealer in the selling group or by
submitting a written request for redemption to:
Smith Barney World Funds, Inc./Global Government Bond Portfolio
Class A, B, C or Y (please specify)
c/o First Data Investor Services Group, Inc.
P.O. Box 9134
Boston, Massachusetts 02205-9134
A written redemption request must (a) state the Class and number or dollar
amount of shares to be redeemed, (b) identify the shareholder's account number
and (c) be signed by each registered owner exactly as the shares are registered.
If the shares to be redeemed were issued in certificate form, the certificates
must be endorsed for transfer (or be accompanied by an endorsed stock power) and
must be submitted to First Data together with the redemption request. Any
signature appearing on a share certificate, stock power or written redemption
request in excess of $2,000 must be guaranteed by an eligible guarantor
institution, such as a domestic bank, savings and loan institution, domestic
credit union, member bank of the Federal Reserve System or member firm of a
national securities exchange. Written redemption requests of $2,000 or less do
not require a signature guarantee unless more than one such redemption request
is made in any 10-day period. Redemption proceeds will be mailed to an
investor's address of record. First Data may require additional supporting
documents for redemptions made by corporations, executors, administrators,
trustees or guardians. A redemption request will not be deemed properly received
until First Data receives all required documents in proper form.
AUTOMATIC CASH WITHDRAWAL PLAN
The Portfolio offers shareholders an automatic cash withdrawal plan, under
which shareholders who own shares with a value of at least $10,000 may elect to
receive cash payments of at least $50 monthly or quarterly. Retirement plan
accounts are eligible for automatic cash withdrawal plans only where the share
holder is eligible to receive qualified distributions and has an account value
of at least $5,000. The withdrawal plan will be carried over on exchanges
between funds or Classes of the Portfolio. Any applicable CDSC will not be
waived on amounts withdrawn by a shareholder that exceed 1.00% per month of the
value of the shareholder's shares subject to the CDSC at the time the withdrawal
plan commences. (With respect to withdrawal plans in effect prior to November
7, 1994, any applicable CDSC will be waived on amounts withdrawn that do not
exceed 2.00% per month of the value of the shareholder's shares subject to the
CDSC.) For further information regarding the automatic cash withdrawal plan,
shareholders should contact a Smith Barney Financial Consultant.
39
<PAGE>
- --------------------------------------------------------------------------------
Redemption of Shares (continued)
- --------------------------------------------------------------------------------
TELEPHONE REDEMPTION AND EXCHANGE PROGRAM
Shareholders who do not have a Smith Barney brokerage account may be
eligible to redeem and exchange Fund shares by telephone. To determine if a
shareholder is entitled to participate in this program, he or she should contact
First Data at 1-800-451-2010. Once eligibility is confirmed, the shareholder
must complete and return a Telephone/Wire Authorization Form, along with a
signature guarantee, that will be provided by First Data upon request.
(Alternatively, an investor may authorize telephone redemptions on the new
account application with the applicant's signature guarantee when making his/her
initial investment in the Fund.)
Redemptions. Redemption requests of up to $10,000 of any class or classes
of the Fund's shares, may be made by eligible shareholders by calling First Data
at 1-800-451-2010. Such requests may be made between 9:00 a.m. and 5:00 p.m.
(New York City time) on any day the NYSE is open. Redemptions of shares (i) by
retirement plans or (ii) for which certificates have been issued are not
permitted under this program.
A shareholder will have the option of having the redemption proceeds
mailed to his/her address of record or wired to a bank account predesignated by
the shareholder. Generally, redemption proceeds will be mailed or wired, as the
case may be, on the next business day following the redemption request. In order
to use the wire procedures, the bank receiving the proceeds must be a member of
the Federal Reserve System or have a correspondent relationship with a member
bank. The Fund reserves the right to charge shareholders a nominal fee for each
wire redemption. Such charges, if any, will be assessed against the
shareholder's account from which shares were redeemed. In order to change the
bank account designated to receive redemption proceeds, a shareholder must
complete a new Telephone/ Wire Authorization Form and, for the protection of the
shareholder's assets, will be required to provide a signature guarantee and
certain other documentation.
Exchanges. Eligible shareholders may make exchanges by telephone if the
account registration of the shares of the fund being acquired is identical to
the registration of the shares of the fund exchanged. Such exchange requests may
be made by calling First Data at 1-800-451-2010 between 9:00 a.m. and 5:00 p.m.
(New York City time) on any day on which the NYSE is open.
Additional Information regarding Telephone Redemption and Exchange
Program. Neither the Fund nor its agents will be liable for following
instructions communicated by telephone that are reasonably believed to be
genuine. The Fund and its agents will employ procedures designed to verify the
identity of the caller and legitimacy of instructions (for example, a
shareholder's name and account number will be required and phone calls may be
recorded). The Fund reserves the right to suspend, modify or discontinue the
telephone redemption and exchange program or to impose a charge for this service
at any time following at least seven (7) days prior notice to shareholders.
40
<PAGE>
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Minimum Account Size
- --------------------------------------------------------------------------------
The Fund reserves the right to involuntarily liquidate any shareholder's
account in the Portfolio if the aggregate net asset value of the shares held in
the Portfolio account is less than $500. (If a shareholder has more than one
account in this Portfolio, each account must satisfy the minimum account size.)
The Fund, however, will not redeem shares based solely on market reductions in
net asset value. Before the Fund exercises such right, shareholders will receive
written notice and will be permitted 60 days to bring accounts up to the minimum
to avoid involuntary liquidation.
- --------------------------------------------------------------------------------
Performance
- --------------------------------------------------------------------------------
From time to time the Portfolio may advertise its total return, average
annual total return and yield in advertisements. In addition, in other types of
sales literature the Fund may include the Portfolio's current dividend return.
These figures are computed separately for Class A, Class B, Class C and Class Y
shares of the Portfolio. These figures are based on historical earnings and are
not intended to indicate future performance. Total return is computed for a
specified period of time assuming deduction of the maximum sales charge, if any,
from the initial amount invested and reinvestment of all income dividends and
capital gain distributions on the reinvestment dates at prices calculated as
stated in this Prospectus, then dividing the value of the investment at the end
of the period so calculated by the initial amount invested and subtracting 100%.
The standard average annual total return, as prescribed by the SEC is derived
from this total return, which provides the ending redeemable value. Such
standard total return information may also be accompanied with nonstandard
total return information for differing periods computed in the same manner but
without annualizing the total return or taking sales charges into account. The
yield of a Portfolio class refers to the net investment income earned by
investments in the class over a thirty-day period. This net investment income
is then annualized, i.e., the amount of income earned by the investments during
that 30-day period is assumed to be earned each 30-day period for twelve periods
and is expressed as a percentage of the investments. The yield is calculated
according to a formula prescribed by the SEC to facilitate comparison with
yields quoted by other investment companies. The Portfolio calculates current
dividend return for each Class by annualizing the most recent monthly
distribution and dividing by the net asset value or the maximum public offering
price (including sales charge) on the last day of the period for which current
dividend return for a Portfolio class is presented. The current dividend return
for each Class may vary from time to time depending on market conditions, the
composition of its investment portfolio and operating expenses. These factors
and possible differences in the methods used in calculating current dividend
return should be considered when comparing a Class' current return to yields
published for other investment companies and other
41
<PAGE>
- --------------------------------------------------------------------------------
Performance (continued)
- --------------------------------------------------------------------------------
investment vehicles. The Portfolio may also include comparative performance
information in advertising or marketing its shares. Such performance information
may include data from Lipper Analytical Services, Inc. and other financial
publications.
- --------------------------------------------------------------------------------
Management of the Fund
- --------------------------------------------------------------------------------
BOARD OF DIRECTORS
Overall responsibility for management and supervision of the Portfolio
rests with the Fund's Board of Directors. The Directors approve all significant
agreements between the Fund and the companies that furnish services to the Fund
and the Portfolio, including agreements with the Fund's distributor, investment
manager, custodian and transfer agent. The day-to-day operations of the
Portfolio are delegated to the Portfolio's investment manager. The Statement of
Additional Information contains background information regarding each Director
and executive officer of the Fund.
MANAGER
The Manager manages the day-to-day operations of the Portfolio pursuant
to a management agreement entered into by the Fund on behalf of the Portfolio
under which the Manager offers the Portfolio advice and assistance with respect
to the acquisition, holding or disposal of securities and recommendations with
respect to other aspects and affairs of the Portfolio and furnishes the
Portfolio with bookkeeping, accounting and administrative services, office space
and equipment, and the services of the officers and employees of the Fund. By
written agreement, Global Capital, a U.S. registered investment adviser located
at 10 Piccadilly, London, England, furnishes the Manager with information,
advice and assistance and is available for consultation on the Portfolio, thus
Global Capital may also be considered an investment adviser to the Fund. Global
Capital currently manages the portfolios of clients in the international
securities markets, particularly in the fixed income area. Global Capital's
services are paid for by the Manager; there is no charge to the Fund for such
services. Also, by written agreement, Research and other departments and staff
of Smith Barney furnish the Manager with information, advice and assistance and
are available for consultation on the Fund's Portfolios, thus Smith Barney may
also be considered an investment adviser to the Fund. Smith Barney's services
are paid for by the Manager on the basis of direct and indirect costs to Smith
Barney of performing such services; there is no charge to the Fund for such
services. For the Portfolio's last fiscal year the management fee was 0.75% of
the Portfolio's average net assets and the total operating expenses were 1.26%
for Class A shares, 1.81% for Class B shares, 1.74% for Class C shares and 0.84%
for Class Y shares.
42
<PAGE>
- --------------------------------------------------------------------------------
Management of the Fund (continued)
- --------------------------------------------------------------------------------
The Manager was incorporated on March 12, 1968 under the laws of Delaware.
As of December 31, 1996, the Manager had aggregate assets under management of
approximately $80 billion. The Manager, Smith Barney and Holdings are each
located at 388 Greenwich Street, New York, New York 10013. The term "Smith
Barney" in the title of the Fund has been adopted by permission of Smith Barney
and is subject to the right of Smith Barney to elect that the Fund stop using
the term in any form or combination of its name.
PORTFOLIO MANAGEMENT
Victor S. Filatov and Simon R. Hildreth are responsible for management of
the Port folio within the investment framework described above. Mr. Filatov and
Mr. Hildreth are Vice Presidents of the Fund, Managing Directors of Smith Barney
and members of the Investment Policy Committee of Global Capital. Prior to
joining Smith Barney in 1993, Mr. Filatov was a Vice President at J.P. Morgan
Securities, Inc. Prior to joining Smith Barney in 1994, Mr. Hildreth was
Director of Mercury Asset Management, a fund manager located in the United
Kingdom.
Management's discussion and analysis and additional performance
information regarding the Portfolio during the fiscal year ended October 31,
1996 is included in the Annual Report dated October 31, 1996. A copy of the
Annual Report may be obtained upon request and without charge from a Smith
Barney Financial Consultant or by writing or calling the Fund at the address
or phone number listed on page one of this Prospectus.
- --------------------------------------------------------------------------------
Distributor
- --------------------------------------------------------------------------------
Smith Barney distributes shares of the Portfolio as principal underwriter
and as such conducts a continuous offering pursuant to a "best efforts"
arrangement requiring Smith Barney to take and pay for only such securities as
may be sold to the public. Pursuant to a plan of distribution adopted by the
Portfolio under Rule 12b-1 under the 1940 Act (the "Plan"), Smith Barney is paid
a service fee with respect to Class A, Class B and Class C shares of the
Portfolio at the annual rate of 0.25% of the average daily net assets
attributable to these Classes. Smith Barney is also paid a distribution fee with
respect to Class B and Class C shares at the annual rate of 0.50% and 0.45%,
respectively, of the average daily net assets attributable to these Classes.
Class B shares that automatically convert to Class A shares eight years after
the date of original purchase will no longer be subject to a distribution fee.
The fees are used by Smith Barney to pay its Financial Consultants for servicing
shareholder accounts and, in the case of Class B and Class C shares, to cover
expenses primarily intended to result in the sale of those shares. These
expenses include: advertising expenses; the cost of printing and mailing
prospectuses to potential investors; payments to and expenses of Smith Barney
Financial Consul-
43
<PAGE>
- --------------------------------------------------------------------------------
Distributor (continued)
- --------------------------------------------------------------------------------
tants and other persons who provide support services in connection with the
distribution of shares; interest and/or carrying charges; and indirect and
overhead costs of Smith Barney associated with the sale of Portfolio shares,
including lease, utility, communications and sales promotion expenses.
The payments to Smith Barney Financial Consultants for selling shares of a
Class include a commission or fee paid by the investor or Smith Barney at the
time of sale and, with respect to Class A, Class B and Class C shares, a
continuing fee for servicing shareholder accounts for as long as a shareholder
remains a holder of that Class. Smith Barney Financial Consultants may receive
different levels of compensation for selling different Classes of shares.
Payments under the Plan with respect to Class B and Class C shares are not
tied exclusively to the distribution and shareholder services expenses actually
incurred by Smith Barney and the payments may exceed distribution expenses
actually incurred. The Fund's Board of Directors will evaluate the
appropriateness of the Plan and its payment terms on a continuing basis and in
so doing will consider all relevant factors, including expenses borne by Smith
Barney, amounts received under the Plan and proceeds of the CDSC.
- --------------------------------------------------------------------------------
Additional Information
- --------------------------------------------------------------------------------
The Fund, an open-end investment company, was incorporated in Maryland on
March 22, 1991. The Fund has an authorized capital of 1,000,000,000 shares with
a par value of $.001 per share. The Board of Directors has authorized the
issuance of six series of shares, each representing shares in one of six
separate Portfolios and may authorize the issuance of additional series of
shares in the future. Class A, Class B, Class C and Class Y shares of the
Portfolio represent interests in the assets of the Portfolio and have identical
voting, dividend, liquidation and other rights on the same terms and conditions
except that expenses related to the distribution of each Class of shares are
borne solely by each Class and each Class of shares has exclusive voting rights
with respect to provisions of the Fund's Rule 12b-1 distribution plan which
pertain to a particular Class. As described under "Voting" in the Statement of
Additional Information, the Fund ordinarily will not hold meetings of
shareholders annually; however, shareholders have the right to call a meeting
upon a vote of 10% of the Fund's outstanding shares for the purpose of voting to
remove directors, and the Fund will assist shareholders in calling such a
meeting as required by the 1940 Act. Shares do not have cumulative voting rights
or preemptive rights and are fully paid, transferable and nonassessable when
issued for payment as described in this Prospectus.
The Chase Manhattan Bank, located at Chase MetroTech Center, Brooklyn, New
York 11245, serves as custodian of the Portfolio's investments.
44
<PAGE>
- --------------------------------------------------------------------------------
Additional Information (continued)
- --------------------------------------------------------------------------------
First Data, located at Exchange Place, Boston, Massachusetts 02109, serves
as the Fund's transfer agent.
The Fund sends shareholders a semi-annual report and an audited annual
report, which include listings of the investment securities held by the Fund at
the end of the period covered. In an effort to reduce the Fund's printing and
mailing costs, the Fund plans to consolidate the mailing of its semi-annual and
annual reports by household. This consolidation means that a household having
multiple accounts with the identical address of record will receive a single
copy of each report. In addition, the Fund also plans to consolidate the mailing
of its Prospectus so that a shareholder having multiple accounts (that is,
individual, IRA and/or Self-Employed Retirement Plan accounts) will receive a
single Prospectus annually. Shareholders who do not want this consolidation to
apply to their account should contact their Smith Barney Financial Consultant or
the Fund's transfer agent.
45
<PAGE>
SMITH BARNEY
------------
A Member of TravelersGroup [LOGO]
Smith Barney
World Funds, Inc.
Global Government
Bond Portfolio
388 Greenwich Street
New York, New York 10013
FD 0666 2/97
P R O S P E C T U S
SMITH BARNEY
WORLD FUNDS, INC.
Emerging
Markets
Portfolio
FEBRUARY 28, 1996
PROSPECTUS BEGINS ON PAGE ONE
[LOGO] SMITH BARNEY MUTUAL FUNDS
Investing For Your Future.
Every Day.
<PAGE>
PROSPECTUS
FEBRUARY 28, 1997
Smith Barney World Funds, Inc.
Emerging Markets Portfolio
388 Greenwich Street
New York, New York 10013
(212) 723-9218
The Emerging Markets Portfolio (the "Portfolio") is one of the investment
portfolios that currently comprise Smith Barney World Funds, Inc. (the "Fund").
The Portfolio seeks long term capital appreciation on its assets through a
portfolio invested primarily in securities of emerging country issuers.
An investment in the Portfolio involves certain risks, particularly in rela-
tion to the Portfolio's investing in emerging countries, such as restrictions
on foreign investment and repatriation of capital, share price volatility, lim-
ited trading liquidity and small market capitalization of the securities mar-
kets, currency devaluations and fluctuations in currency exchange rates, high
inflation, government regulation, government involvement in the economy and
political uncertainty, which are not typically associated with investments in
the United States. IN ADDITION, THE PORTFOLIO MAY INVEST UP TO 10% OF ITS
ASSETS IN HIGH YIELD, HIGH RISK CORPORATE DEBT SECURITIES AND SOVEREIGN DEBT
OBLIGATIONS WHICH ARE CONSIDERED SPECULATIVE AND SUBJECT TO CERTAIN RISKS. See
"Investment Objective and Management Policies." See the Appendix for a further
discussion of the risks associated with an investment in the Portfolio.
This Prospectus sets forth concisely certain information about the Fund and
the Portfolio, including sales charges, distribution and service fees and
expenses, that prospective investors will find helpful in making an investment
decision. Investors are encouraged to read this Prospectus carefully and retain
it for future reference.
Additional information about the Portfolio is contained in a Statement of
Additional Information dated February 28, 1997, as amended or supplemented from
time to time, that is available upon request and without charge by calling or
writing the Fund at the telephone number or address set forth above or by con-
tacting a Smith Barney Financial Consultant. The Statement of Additional Infor-
mation has been filed with the Securities and Exchange Commission (the "SEC")
and is incorporated by reference into this Prospectus in its entirety.
SMITH BARNEY INC.
Distributor
SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
Investment Manager
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
PROSPECTUS SUMMARY 3
- -------------------------------------------------
FINANCIAL HIGHLIGHTS 10
- -------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES 13
- -------------------------------------------------
RISK FACTORS 14
- -------------------------------------------------
VALUATION OF SHARES 18
- -------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES 20
- -------------------------------------------------
PURCHASE OF SHARES 22
- -------------------------------------------------
EXCHANGE PRIVILEGE 32
- -------------------------------------------------
REDEMPTION OF SHARES 35
- -------------------------------------------------
MINIMUM ACCOUNT SIZE 37
- -------------------------------------------------
PERFORMANCE 37
- -------------------------------------------------
MANAGEMENT OF THE FUND 38
- -------------------------------------------------
DISTRIBUTOR 40
- -------------------------------------------------
ADDITIONAL INFORMATION 41
- -------------------------------------------------
APPENDIX A-1
- -------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the Fund
or the Distributor. This Prospectus does not constitute an offer by the Fund or
the Distributor to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction.
- --------------------------------------------------------------------------------
2
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by detailed information
appearing elsewhere in this Prospectus and in the Statement of Additional
Information. Cross references in this summary are to headings in the Prospec-
tus. See "Table of Contents."
INVESTMENT OBJECTIVE The Portfolio is an open-end, management investment com-
pany whose investment objective is to seek long-term capital appreciation on
its assets through a portfolio invested primarily in securities of emerging
country issuers. See "Investment Objective and Management Policies."
ALTERNATIVE PURCHASE ARRANGEMENTS The Portfolio offers several classes of
shares ("Classes") to investors designed to provide them with the flexibility
of selecting an investment best suited to their needs. The general public is
offered three Classes of shares: Class A shares, Class B shares and Class C
shares, which differ principally in terms of sales charges and rate of
expenses to which they are subject. A fourth Class of shares, Class Y shares,
is offered only to investors meeting an initial investment minimum of
$5,000,000. See "Purchase of Shares" and "Redemption of Shares."
Class A Shares. Class A shares are sold at net asset value plus an initial
sales charge of up to 5.00% and are subject to an annual service fee of 0.25%
of the average daily net assets of the Class. The initial sales charge may be
reduced or waived for certain purchases. Purchases of Class A shares, which
when combined with current holdings of Class A shares offered with a sales
charge equal or exceed $500,000 in the aggregate, will be made at net asset
value with no initial sales charge, but will be subject to a contingent
deferred sales charge ("CDSC") of 1.00% on redemptions made within 12 months
of purchase. See "Prospectus Summary--Reduced or No Initial Sales Charge."
Class B Shares. Class B shares are offered at net asset value subject to a
maximum CDSC of 5.00% of redemption proceeds, declining by 1.00% each year
after the date of purchase to zero. This CDSC may be waived for certain
redemptions. Class B shares are subject to an annual service fee of 0.25% and
an annual distribution fee of 0.75% of the average daily net assets of the
Class. The Class B shares' distribution fee may cause that Class to have
higher expenses and pay lower dividends than Class A shares.
Class B Shares Conversion Feature. Class B shares will convert automatically
to Class A shares, based on relative net asset value, eight years after the
date of the original purchase. Upon conversion, these shares will no longer be
subject to an annual distribution fee. In addition, a certain portion of Class
B shares that have been acquired through the reinvestment of dividends and
distributions ("Class B Dividend Shares") will be converted at that time. See
"Purchase of Shares--Deferred Sales Charge Alternatives."
3
<PAGE>
PROSPECTUS SUMMARY (CONTINUED)
Class C Shares. Class C shares are sold at net asset value with no initial
sales charge. They are subject to an annual service fee of 0.25% and an annual
distribution fee of 0.75% of the average daily net assets of the Class C
shares, and investors pay a CDSC of 1.00% if they redeem Class C shares within
12 months of purchase. The CDSC may be waived for certain redemptions. The
Class C shares' distribution fee may cause that Class to have higher expenses
and pay lower dividends than Class A shares. Purchases of Portfolio shares,
which when combined with current holdings of Class C shares of the Portfolio
equal or exceed $500,000 in the aggregate, should be made in Class A shares at
net asset value with no sales charge, and will be subject to a CDSC of 1.00%
on redemptions made within 12 months of purchase.
Class Y Shares. Class Y shares are available only to investors meeting an
initial investment minimum of $5,000,000. Class Y shares are sold at net asset
value with no initial sales charge or CDSC. They are not subject to any serv-
ice or distribution fees.
In deciding which Class of Portfolio shares to purchase, investors should
consider the following factors, as well as any other relevant facts and cir-
cumstances:
Intended Holding Period. The decision as to which Class of shares is more
beneficial to an investor depends on the amount and intended length of his or
her investment. Shareholders who are planning to establish a program of regu-
lar investment may wish to consider Class A shares; as the investment accumu-
lates shareholders may qualify for reduced sales charges and the shares are
subject to lower ongoing expenses over the term of the investment. As an
alternative, Class B and Class C shares are sold without any initial sales
charge so the entire purchase price is immediately invested in the Portfolio.
Any investment return on these additional invested amounts may partially or
wholly offset the higher annual expenses of these Classes. Because the Portfo-
lio's future return cannot be predicted, however, there can be no assurance
that this would be the case.
Finally, investors should consider the effect of the CDSC period and any
conversion rights of the Classes in the context of their own investment time
frame. For example, while Class C shares have a shorter CDSC period than Class
B shares, they do not have a conversion feature, and therefore, are subject to
an ongoing distribution fee. Thus, Class B shares may be more attractive than
Class C shares to investors with longer term investment outlooks.
Reduced or No Initial Sales Charge. The initial sales charge on Class A
shares may be waived for certain eligible purchasers, and the entire purchase
price will be immediately invested in the Portfolio. In addition, Class A
share purchases, which when combined with current holdings of Class A shares
offered with a sales charge equal or exceed $500,000 in the aggregate, will be
made at net asset value with no initial sales charge, but will be subject to a
CDSC of 1.00% on redemptions made
4
<PAGE>
PROSPECTUS SUMMARY (CONTINUED)
within 12 months of purchase. The $500,000 aggregate investment may be met by
adding the purchase to the net asset value of all Class A shares offered with a
sales charge held in funds sponsored by Smith Barney Inc. ("Smith Barney")
listed under "Exchange Privilege." Class A share purchases also may be eligible
for a reduced initial sales charge. See "Purchase of Shares." Because the ongo-
ing expenses of Class A shares may be lower than those for Class B and Class C
shares, purchasers eligible to purchase Class A shares at net asset value or at
a reduced sales charge should consider doing so.
Smith Barney Financial Consultants may receive different compensation for
selling different Classes of shares. Investors should understand that the pur-
pose of the CDSC on the Class B and Class C shares is the same as that of the
initial sales charge on the Class A shares.
See "Purchase of Shares" and "Management of the Fund" for a complete descrip-
tion of the sales charges and service and distribution fees for each Class of
shares and "Valuation of Shares," "Dividends, Distributions and Taxes" and "Ex-
change Privilege" for other differences between the Classes of shares.
SMITH BARNEY 401(K) AND EXECCHOICE(TM) PROGRAMS Investors may be eligible, dur-
ing the continuous offering period, to participate in the Smith Barney 401(k)
Program, which is generally designed to assist plan sponsors in the creation
and operation of retirement plans under Section 401(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), as well as other types of participant
directed, tax-qualified employee benefit plans. Investors may also be eligible
to participate in the Smith Barney ExecChoice(TM) Program. Class A and Class C
shares are available without sales charge as investment alternatives under both
of these programs. See "Purchase of Shares -- Smith Barney 401(k) and
ExecChoice(TM) Programs."
PURCHASE OF SHARES Shares may be purchased through a brokerage account main-
tained with Smith Barney. Shares may also be purchased through a broker that
clears securities transactions through Smith Barney on a fully disclosed basis
(an "Introducing Broker") or an investment dealer in the selling group. In
addition, certain investors, including qualified retirement plans and certain
other institutional investors, may purchase shares directly from the Fund
through the Fund's transfer agent, First Data Investor Services Group, Inc.
("First Data"). See "Purchase of Shares."
INVESTMENT MINIMUMS Investors in Class A, Class B and Class C shares may open
an account by making an initial investment of at least $1,000 for each account,
or $250 for an individual retirement account ("IRA") or a Self-Employed Retire-
ment Plan. Investors in Class Y shares may open an account for an initial
investment of $5,000,000. Subsequent investments of at least $50 may be made
for all Classes. For participants in retirement plans qualified under Section
403(b)(7) or Section 401(a) of the Code, the minimum initial investment
requirement for
5
<PAGE>
PROSPECTUS SUMMARY (CONTINUED)
Class A, Class B and Class C shares and the subsequent investment requirement
for all Classes of shares is $25. The minimum investment requirements for pur-
chases of Portfolio shares through the Systematic Investment Plan are described
below. See "Purchase of Shares."
SYSTEMATIC INVESTMENT PLAN The Portfolio offers shareholders a Systematic
Investment Plan under which they may authorize the automatic placement of a
purchase order each month or quarter for Portfolio shares. The minimum initial
investment requirement for Class A, Class B and Class C shares and the subse-
quent investment requirement for all Classes for shareholders purchasing shares
through the Systematic Investment Plan on a monthly basis is $25 and on a quar-
terly basis is $50. See "Purchase of Shares."
REDEMPTION OF SHARES Shares may be redeemed on each day the New York Stock
Exchange, Inc. ("NYSE") is open for business. See "Purchase of Shares" and "Re-
demption of Shares."
MANAGEMENT OF THE PORTFOLIO Smith Barney Mutual Funds Management Inc. (the
"Manager") serves as the Portfolio's investment manager. The Manager is a
wholly owned subsidiary of Smith Barney Holdings Inc. ("Holdings"). Holdings is
a wholly owned subsidiary of Travelers Group Inc. ("Travelers"), a diversified
financial services holding company engaged, through its subsidiaries, princi-
pally in four business segments: Investment Services, Consumer Finance Servic-
es, Life Insurance Services and Property & Casualty Insurance Services. See
"Management of the Fund."
EXCHANGE PRIVILEGE Shares of a Class may be exchanged for shares of the same
Class of certain other funds of the Smith Barney Mutual Funds at the respective
net asset values next determined. See "Exchange Privilege."
VALUATION OF SHARES Net asset value of the Portfolio for the prior day may be
quoted daily in the financial section of many newspapers and is also available
from a Smith Barney Financial Consultant. See "Valuation of Shares."
DIVIDENDS AND DISTRIBUTIONS Dividends from net investment income and distribu-
tions of net realized capital gains, if any, are declared and paid annually.
See "Dividends, Distributions and Taxes."
REINVESTMENT OF DIVIDENDS Dividends and distributions paid on shares of a Class
will be reinvested automatically, unless otherwise specified by an investor, in
additional shares of the same Class at current net asset value. Shares acquired
by dividend and distribution reinvestments will not be subject to any sales
charge or CDSC. Class B shares acquired through dividend and distribution rein-
vestments will become eligible for conversion to Class A shares on a pro rata
basis. See "Dividends, Distributions and Taxes."
6
<PAGE>
PROSPECTUS SUMMARY (CONTINUED)
RISK FACTORS AND SPECIAL CONSIDERATIONS There can be no assurance that the
Portfolio's investment objective will be achieved. The value of the Portfo-
lio's investments, and thus the net asset value of the Portfolio's shares,
will fluctuate in response to changes in market and economic conditions, as
well as the financial condition and prospects of issuers in which the Portfo-
lio invests. The Portfolio will invest in foreign securities. Investments in
foreign securities incur higher costs than investments in U.S. securities,
including higher costs in making securities transactions as well as foreign
government taxes which may reduce the investment return of the Portfolio. In
addition, foreign investments may include additional risks associated with
currency exchange rates, less complete financial information about individual
companies, less market liquidity and political instability. See "Investment
Objective and Management Policies." See the Appendix for a further discussion
of the risks associated with an investment in the Portfolio.
THE PORTFOLIO'S EXPENSES The following expense table lists the costs and
expenses an investor will incur either directly or indirectly as a shareholder
of the Portfolio, based on the maximum sales charge or maximum CDSC that may
be incurred at the time of purchase or redemption and the Portfolio's operat-
ing expenses for its most recent fiscal year:
<TABLE>
<CAPTION>
EMERGING MARKETS PORTFOLIO CLASS A CLASS B CLASS C CLASS Y
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases
(as a percentage of offering price) 5.00% None None None
Maximum CDSC (as a percentage of original
cost
or redemption proceeds, whichever is
lower) None* 5.00% 1.00% None
- ------------------------------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES**
(as a percentage of average net assets)
Management fees (after fee waiver) 1.00% 1.00% 1.00% 1.00%
12b-1 fees*** 0.25 1.00 1.00 --
Other expenses 1.00 1.06 1.02 1.00
- ------------------------------------------------------------------------------
TOTAL PORTFOLIO OPERATING EXPENSES 2.25% 3.06% 3.02% 2.00%
- ------------------------------------------------------------------------------
</TABLE>
* Purchases of Class A shares, which when combined with current holdings of
Class A shares offered with a sales charge equal or exceed $500,000 in the
aggregate, will be made at net asset value with no sales charge, but will
be subject to a CDSC of 1.00% on redemptions made within 12 months.
** For Class Y shares, "Other expenses" have been estimated because no Class
Y shares were outstanding for the period ended October 31, 1996. In
addition, during the period ended October 31, 1996, the Portfolio earned
credits from the custodian which reduce service fees incurred. If the
credits are taken into consideration, the ratios of expenses to average
net assets for Class A, B and C would be 2.16%, 2.97%, and 2.92%,
respectfully.
*** Upon conversion of Class B shares to Class A Shares, such shares will no
longer be subject to a distribution fee. Class C shares do not have a
conversion feature and, therefore, are subject to an ongoing distribution
fee. As a result, long-term shareholders of Class C shares may pay more
than the economic equivalent of the maximum front-end sales charge
permitted by the National Association of Securities Dealers, Inc.
7
<PAGE>
PROSPECTUS SUMMARY (CONTINUED)
Class A shares of the Portfolio purchased through the Smith Barney
AssetOne SM Program will be subject to an annual asset-based fee, payable quar-
terly, in lieu of the initial sales charge. The fee will vary to a maximum of
1.50%, depending on the amount of assets held through the Program. For more
information, please call your Smith Barney Financial Consultant.
The sales charge and CDSC set forth in the above table are the maximum
charges imposed on purchases or redemptions of Portfolio shares and investors
may actually pay lower or no charges, depending on the amount purchased and, in
the case of Class B, Class C and certain Class A shares, the length of time the
shares are held and whether the shares are held through the Smith Barney 401(k)
or ExecChoice(TM) Programs. See "Purchase of Shares" and "Redemption of
Shares." Smith Barney receives an annual 12b-1 service fee of 0.25% of the
value of average daily net assets of Class A shares. Smith Barney also receives
with respect to Class B and Class C shares an annual 12b-1 fee of 1.00% of the
value of average daily net assets of the respective Classes, consisting of a
0.75% distribution fee and a 0.25% service fee. "Other expenses" in the above
table include fees for shareholder services, custodial fees, legal and account-
ing fees, printing costs and registration fees.
EXAMPLE
The following example is intended to assist an investor in understanding the
various costs that an investor in the Portfolio will bear directly or indirect-
ly. The example assumes payment by the Portfolio of operating expenses at the
levels set forth in the table above. See "Purchase of Shares," "Redemption of
Shares" and "Management of the Fund."
<TABLE>
<CAPTION>
EMERGING MARKETS PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
An investor would pay the following expenses
on a $1,000 investment, assuming (1) 5.00%
annual return and (2) redemption at the end of
each time period:
Class A..................................... $72 $117 $164 $296
Class B..................................... 81 125 171 318
Class C..................................... 40 93 159 334
Class Y..................................... 20 63 108 233
An investor would pay the following expenses
on the same investment, assuming the same
annual return and no redemption:
Class A..................................... $72 $117 $164 $296
Class B..................................... 31 95 161 318
Class C..................................... 30 93 159 334
Class Y..................................... 20 63 108 233
- ---------------------------------------------------------------------------------
</TABLE>
The example also provides a means for the investor to compare expense levels
of funds with different fee structures over varying investment periods. To
facilitate
8
<PAGE>
PROSPECTUS SUMMARY (CONTINUED)
such comparison, all funds are required to utilize a 5.00% annual return
assumption. However, the Portfolio's actual return will vary and may be greater
or less than 5.00%. THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.
9
<PAGE>
FINANCIAL HIGHLIGHTS
The following information has been audited by KPMG Peat Marwick LLP, indepen-
dent auditors, whose report thereon appears in the Fund's annual report dated
October 31, 1996. The information set out below should be read in conjunction
with the financial statements and related notes that also appear in the Fund's
Annual Report to Shareholders, which is incorporated by reference into the
Statement of Additional Information.
FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD:
<TABLE>
<CAPTION>
EMERGING MARKETS PORTFOLIO
CLASS A SHARES 1996 1995(1)
- ------------------------------------------------------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR $11.06 $12.00
- ------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS:
Net investment loss(2) (0.02) (0.05)#
Net realized and unrealized gain (loss) 1.04 (0.89)
- ------------------------------------------------------------
Total Income (Loss) From Operations 1.02 (0.94)
- ------------------------------------------------------------
LESS DISTRIBUTIONS FROM:
Net investment income -- --
- ------------------------------------------------------------
Total Distributions -- --
- ------------------------------------------------------------
NET ASSET VALUE, END OF YEAR $12.08 $11.06
- ------------------------------------------------------------
TOTAL RETURN(P) 9.22% (7.83)%++
- ------------------------------------------------------------
NET ASSETS, END OF YEAR (000S) $10,691 $7,069
- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
Expenses(2) 2.25% 1.45%+
Net investment loss (0.19) (0.63)+
- ------------------------------------------------------------
PORTFOLIO TURNOVER RATE 78% 17%
- ------------------------------------------------------------
AVERAGE COMMISSIONS PER SHARE
PAID ON EQUITY TRANSACTIONS(3) $0.00* $0.00*
- ------------------------------------------------------------
</TABLE>
(1) For the period from May 12, 1995 (inception date) to October 31, 1995.
(2) The Manager waived all or part of its fees for the period ended October 31,
1995. If such fees were not waived, the per share effect on net investment
loss and the expense ratios would have been as follows:
<TABLE>
<CAPTION>
PER SHARE INCREASES TO EXPENSE RATIOS
NET INVESTMENT LOSS WITHOUT FEE WAIVERS
------------------
1995 1995
------ ------
<S> <C> <C>
Class A $0.05 2.12%+
</TABLE>
In addition, during the year ended October 31, 1996 and the period ended
October 31, 1995, the Portfolio has earned credits from the custodian which
reduced service fees incurred. If the credits are taken into consideration,
the ratios of expenses to average net assets for Class A would be 2.16% and
1.20%+, respectively.
(3) As of September 1995, the SEC instituted new guidelines, requiring the
disclosure of average commissions per share.
# Includes realized gains and losses on foreign currency transactions.
* Amount represented less than $0.01 per share.
++Total return is not annualized, as it may not be representative of the total
return for the year.
+ Annualized.
(P)Total returns do not reflect any applicable sales loads or contingent
deferred sales charges.
10
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD:
<TABLE>
<CAPTION>
EMERGING MARKETS PORTFOLIO
CLASS B SHARES 1996 1995(1)
- ------------------------------------------------------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR $11.02 $12.00
- ------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS:
Net investment loss(2) (0.10) (0.09)#
Net realized and unrealized gain (loss) 1.03 (0.89)
- ------------------------------------------------------------
Total Income (Loss) From Operations 0.93 (0.98)
- ------------------------------------------------------------
LESS DISTRIBUTIONS FROM:
Net investment income -- --
- ------------------------------------------------------------
Total Distributions -- --
- ------------------------------------------------------------
NET ASSET VALUE, END OF YEAR $11.95 $11.02
- ------------------------------------------------------------
TOTAL RETURN(P) 8.44% (8.17)%++
- ------------------------------------------------------------
NET ASSETS, END OF YEAR (000S) $13,062 $7,630
- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
Expenses(2) 3.06% 2.00%+
Net investment loss (0.94) (1.17)+
- ------------------------------------------------------------
PORTFOLIO TURNOVER RATE 78% 17%
- ------------------------------------------------------------
AVERAGE COMMISSIONS PER SHARE
PAID ON EQUITY TRANSACTIONS(3) $0.00* $0.00*
- ------------------------------------------------------------
</TABLE>
(1) For the period from May 12, 1995 (inception date) to October 31, 1995.
(2) The Manager waived all or part of its fees for the period ended October 31,
1995. If such fees were not waived, the per share effect on net investment
loss and the expense ratios would have been as follows:
<TABLE>
<CAPTION>
PER SHARE INCREASES TO EXPENSE RATIOS
NET INVESTMENT LOSS WITHOUT FEE WAIVERS
------------------
1995 1995
------ ------
<S> <C> <C>
Class B $0.05 2.68%+
</TABLE>
In addition, during the year ended October 31, 1996 and the period ended
October 31, 1995, the Portfolio has earned credits from the custodian which
reduced service fees incurred. If the credits are taken into consideration,
the ratios of expenses to average net assets for Class B would be 2.97% and
1.74%+, respectively.
(3) As of September 1995, the SEC instituted new guidelines, requiring the
disclosure of average commissions per share.
# Includes realized gains and losses on foreign currency transactions.
* Amount represented less than $0.01 per share.
++Total return is not annualized, as it may not be representative of the total
return for the year.
+ Annualized.
(P)Total Returns do not reflect any applicable sales loads or contingent
deferred sales charges.
11
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD:
<TABLE>
<CAPTION>
EMERGING MARKETS PORTFOLIO
CLASS C SHARES 1996 1995(1)
- -----------------------------------------------------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $11.02 $12.00
- -----------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS:
Net investment loss(2) (0.10) (0.08)#
Net realized and unrealized gain (loss) 1.03 (0.90)
- -----------------------------------------------------------
Total Income (Loss) From Operations 0.93 (0.98)
- -----------------------------------------------------------
LESS DISTRIBUTIONS FROM:
Net investment income -- --
- -----------------------------------------------------------
Total Distributions -- --
- -----------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $11.95 $11.02
- -----------------------------------------------------------
TOTAL RETURN(P) 8.44% (8.17)%++
- -----------------------------------------------------------
NET ASSETS, END OF PERIOD (000S) $2,448 $1,604
- -----------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
Expenses(2) 3.02% 1.95 %+
Net investment loss (0.92) (1.08)+
- -----------------------------------------------------------
PORTFOLIO TURNOVER RATE 78% 17 %
- -----------------------------------------------------------
AVERAGE COMMISSIONS PER SHARE
PAID ON EQUITY TRANSACTIONS(3) $0.00* $0.00*
- -----------------------------------------------------------
</TABLE>
(1) For the period from May 12, 1995 (inception date) to October 31, 1995.
(2) The Manager waived all or part of its fees for the period ended October 31,
1995. If such fees were not waived, the per share effect on net investment
loss and the expense ratios would have been as follows:
<TABLE>
<CAPTION>
PER SHARE INCREASES TO EXPENSE RATIOS
NET INVESTMENT LOSS WITHOUT FEE WAIVERS
------------------
1995 1995
------ ------
<S> <C> <C>
Class C $0.05 2.61%+
</TABLE>
In addition, during the year ended October 31, 1996 and the period ended
October 31, 1995, the Portfolio has earned credits from the custodian which
reduced service fees incurred. If the credits are taken into consideration,
the ratios of expenses to average net assets for Class C would be 2.92% and
1.70% (annualized), respectively.
(3) As of September 1995, the SEC instituted new guidelines, requiring the
disclosure of average commissions per share.
# Includes realized gains and losses on foreign currency transactions.
* Amount represented less than $0.01 per share.
++Total return is not annualized, as it may not be representative of the total
return for the year.
+ Annualized.
(P)Total returns do not reflect any applicable sales loads or contingent
deferred sales charges.
12
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The investment objective of the Portfolio is to provide long term capital
appreciation on its assets through a portfolio invested primarily in securi-
ties of emerging country issuers. The Portfolio's investment objective may be
changed only with the approval of a majority of the Portfolio's outstanding
shares. There can be no assurance that the investment objective of the Portfo-
lio will be achieved.
The Portfolio will seek to achieve its objective by investing substantially
all its assets in equity securities of issuers in emerging market countries
(consisting of dividend and non-dividend paying common stocks, preferred
stocks, convertible securities and rights and warrants to such securities).
The Portfolio may also invest in debt securities having a high potential for
capital appreciation, especially in countries where direct equity investment
is not permitted. Under normal conditions, at least 70% of the Portfolio's
assets will be invested in equity securities.
For purposes of its investment objective, the Portfolio considers as "emerg-
ing" all countries other than Australia, Austria, Belgium, Canada, Denmark,
Finland, France, Germany, Holland, Ireland, Italy, Japan, Luxembourg, Norway,
Sweden, Switzerland, Spain, the United Kingdom and the United States. The
Portfolio is organized as a non-diversified series, but will generally invest
its assets broadly among countries and will normally have at least 65% of its
assets invested in issuers in not less than three different countries. Alloca-
tion of the Portfolio's investments will depend upon the relative attractive-
ness of the emerging markets and particular issuers. Concentration of the
Portfolio's assets in one or a few countries or currencies will subject the
Portfolio to greater risks than if the Portfolio's assets were not geographi-
cally concentrated.
In selecting securities for investment by the Portfolio, the Manager
assesses the general attractiveness of specific countries based on an analysis
of internal conditions, including political stability, market practices, eco-
nomic growth prospects, general market valuations and potential changes in
currency relationships. The Manager then performs an analysis, using many of
these same factors, of each issuer being considered for investment.
The Portfolio also may invest in debt securities of issuers in countries
having smaller capital markets. Capital appreciation in debt securities may
arise as a result of a favorable change in relative foreign exchange rates, in
relative interest rate levels, or in the creditworthiness of issuers. In
accordance with its investment objective, the Portfolio will not seek to bene-
fit from anticipated short-term fluctuations in currency exchange rates. The
Portfolio may, from time to time, invest in debt securities with relatively
high yields (as compared to other debt securities meeting the Portfolio's
investment criteria), notwithstanding that the Portfolio may not anticipate
that such securities will experience substantial capital appreciation. Such
income can be used, however, to offset the operating expenses of the Portfo-
lio.
The Portfolio may invest in debt securities issued or guaranteed by foreign
governments (including foreign states, provinces and municipalities) or their
agencies
13
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
and instrumentalities ("governmental entities"), issued or guaranteed by
international organizations designated or supported by multiple foreign gov-
ernmental entities (which are not obligations of foreign governments) to pro-
mote economic reconstruction or development ("supranational entities"), or
issued by foreign corporations or financial institutions.
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 International Bank for Reconstruction and
Development (the "World Bank"), the European Steel and Coal Community, the
Asian Development Bank and the Inter-American Development Bank. The governmen-
tal members, or "stockholders," usually make initial capital contributions to
the supranational entity and in many cases are committed to make additional
capital contributions if the supranational entity is unable to repay its
borrowings.
The Portfolio reserves the right, as a temporary defensive measure or to
provide for redemptions or in anticipation of investment in countries having
smaller capital markets, to hold cash or cash equivalents (in U.S. dollars or
foreign currencies) and short-term securities, including money market securi-
ties ("Temporary Investments"). The Portfolio may invest in the securities of
foreign issuers in the form of American Depositary Receipts (ADRs), European
Depositary Receipts (EDRs), Global Depositary Receipts (GDRs) or other securi-
ties convertible into securities of foreign issuers. The Portfolio may invest
in unsponsored ADRs. The issuers of unsponsored ADRs are not obligated to dis-
close material information in the United States, and therefore, there may not
be a correlation between such information and the market value of such ADRs.
The Portfolio may invest in U.S. over-the-counter securities of issuers whose
business interests are in emerging countries.
Refer to the Appendix or the Statement of Additional Information for further
information on the Portfolio's investments, including options and futures con-
tracts, swap agreements, structured notes and indexed securities (sometimes
referred to as "derivatives"); loans and other direct debt instruments, float-
ing and variable rate income securities, zero coupon, discount and payment-in-
kind securities, premium securities, Yankee bonds, borrowings, repurchase
agreements, reverse repurchase agreements and securities loans, foreign repur-
chase agreements, illiquid investments, restricted securities, and delayed-
delivery transactions.
RISK FACTORS
General. Investors should realize that risk of loss is inherent in the own-
ership of any securities and that the Portfolio's net asset value will fluctu-
ate, reflecting fluctuations in the market value of its portfolio positions.
The Portfolio normally will invest in a substantial number of issuers; howev-
er, the Portfolio has registered under the Investment Company Act of 1940 (the
"1940 Act") as a "non-diversi -
14
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
fied" fund so that it will be able to invest more than 5% of its assets in the
securities of an issuer. Since, as a "non-diversified" fund, the Portfolio is
permitted to invest a greater proportion of its assets in the securities of a
smaller number of issuers, the Portfolio may be subject to greater credit and
liquidity risks with respect to its individual portfolio than a fund that is
more broadly diversified. In addition, concentration of the Portfolio's assets
in one or a few countries or currencies will subject the Portfolio to greater
risks than if the Portfolio's assets were not geographically concentrated.
Securities of Non-U.S. Issuers. Investments in securities of non-U.S.
issuers involve certain risks not ordinarily associated with investments in
securities of domestic issuers. Such risks include fluctuations in foreign
exchange rates, future political and economic developments, and the possible
imposition of exchange controls or other foreign governmental laws or restric-
tions. Since the Portfolio will invest heavily in securities denominated or
quoted in currencies other than the U.S. dollar, changes in foreign currency
exchange rates will, to the extent the Portfolio does not adequately hedge
against such fluctuations, affect the value of securities in its portfolio and
the unrealized appreciation or depreciation of investments so far as U.S.
investors are concerned. In addition, with respect to certain countries, there
is the possibility of expropriation of assets, repatriation, confiscatory tax-
ation, political or social instability or diplomatic developments which could
adversely affect investments in those countries.
There may be less publicly available information about a foreign company
than about a U.S. company, and foreign companies may not be subject to
accounting, auditing, and financial reporting standards and requirements com-
parable to or as uniform as those of U.S. companies. Non-U.S. securities mar-
kets, while growing in volume, have, for the most part, substantially less
volume than U.S. markets, and securities of many foreign companies are less
liquid and their prices more volatile than securities of comparable U.S. com-
panies. Transaction costs on non-U.S. securities markets are generally higher
than in the U.S. There is generally less government supervision and regulation
of exchanges, brokers and issuers than there is in the U.S. The Portfolio
might have greater difficulty taking appropriate legal action in non-U.S.
courts.
Dividend and interest income from non-U.S. securities will generally be sub-
ject to withholding taxes by the country in which the issuer is located and
may not be recoverable by the Portfolio or the investors.
Securities of Emerging Market Countries. An emerging market country gener-
ally is considered to be a country that is in the initial stages of its indus-
trialization cycle. Investing in the equity and fixed-income markets of emerg-
ing market countries involves exposure to economic structures that are gener-
ally less diverse and mature, and to political systems that can be expected to
have less stability, than those of developed countries. Historical experience
indicates that the markets of
15
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
developing countries have been more volatile than the markets of the more
mature economies of developed countries; however, such markets often have pro-
vided higher rates of return to investors.
Up to 10% of the Portfolio's assets may be invested in debt securities of
emerging markets, which may be unrated or rated below investment grade. Secu-
rities rated below investment grade (and comparable unrated securities) are
the equivalent of high yield, high risk bonds, commonly known as "junk bonds".
Such securities are regarded as predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal in accordance with the
terms of the obligations and involve major risk exposure to adverse business,
financial, economic, or political conditions.
One or more of the risks discussed above could affect adversely the economy
of a developing market or the Portfolio's investments in such market. In East-
ern Europe, for example, upon the accession to power of Communist regimes in
the past, the governments of a number of Eastern European countries expropri-
ated a large amount of property. The claims of many property owners against
those governments were never finally settled. There can be no assurance that
any investments that the Portfolio might make in such emerging markets would
not be expropriated, nationalized or otherwise confiscated at some time in the
future. In such an event, the Portfolio could lose its entire investment in
the market involved. Moreover, changes in the leadership or policies of such
markets could halt the expansion or reverse the liberalization of foreign
investment policies now occurring in certain of these markets and adversely
affect existing investment opportunities.
Restrictions On Foreign Investment. Some countries prohibit or impose sub-
stantial restrictions on investments in their capital markets, particularly
their equity markets, by foreign entities such as the Portfolio. As illustra-
tions, certain countries require governmental approval prior to investments by
foreign persons, or limit the amount of investment by foreign persons in a
particular company, or limit the investment by foreign persons to only a spe-
cific class of securities of a company which may have less advantageous terms
than securities of the company available for purchase by nationals or limit
the repatriation of funds for a period of time.
A number of countries, such as South Korea, Taiwan and Thailand, have autho-
rized the formation of closed-end investment companies to facilitate indirect
foreign investment in their capital markets. In accordance with the 1940 Act,
the Portfolio may invest up to 10% of its total assets in securities of
closed-end investment companies. This restriction on investments in securities
of closed-end investment companies may limit opportunities for the Portfolio
to invest indirectly in certain smaller capital markets. Shares of certain
closed-end investment companies may at times be acquired only at market prices
representing premiums to their net asset values. If the Portfolio acquires
shares in closed-end investment companies, shareholders would bear both their
proportionate share of expenses in the Portfolio
16
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
(including management and advisory fees) and, indirectly, the expenses of such
closed-end investment companies.
In some countries, banks or other financial institutions may constitute a
substantial number of the leading companies or the companies with the most
actively traded securities. Also, the 1940 Act restricts the Portfolio's
investments in any equity security of an issuer which, in its most recent fis-
cal year, derived more than 15% of its revenues from "securities related activ-
ities," as defined by the rules thereunder. These provisions may also restrict
the Portfolio's investments in certain foreign banks and other financial insti-
tutions.
Smaller capital markets, while often growing in trading volume, have substan-
tially less volume than U.S. markets, and securities in many smaller capital
markets are less liquid and their prices may be more volatile than securities
of comparable U.S. companies. Brokerage commissions, custodial services, and
other costs relating to investment in smaller capital markets are generally
more expensive than in the United States. Such markets have different clearance
and settlement procedures, and in certain markets there have been times when
settlements have been unable to keep pace with the volume of securities trans-
actions, making it difficult to conduct such transactions. Further, satisfac-
tory custodial services for investment securities may not be available in some
countries having smaller capital markets, which may result in the Portfolio
incurring additional costs and delays in transporting and custodying such secu-
rities outside such countries. Delays in settlement could result in temporary
periods when assets of the Portfolio are uninvested and no return is earned
thereon. The inability of the Portfolio to make intended security purchases due
to settlement problems could cause the Portfolio to miss attractive investment
opportunities. Inability to dispose of a portfolio security due to settlement
problems could result either in losses to the Portfolio due to subsequent
declines in value of the portfolio security or, if the Portfolio has entered
into a contract to sell the security, could result in possible liability to the
purchaser. There is generally less government supervision and regulation of
exchanges, brokers and issuers in countries having smaller capital markets than
there is in the United States.
Hedging Strategies. The Portfolio may engage in various portfolio strategies
to seek to hedge its portfolio against movements in the equity markets, inter-
est rates and exchange rates between currencies by the use of options, futures
and options on futures. Utilization of options and futures transactions
involves the risk of imperfect correlation in movements in the price of options
and futures and movements in the price of the securities, interest rates or
currencies which are the subject of the hedge. Options and futures transactions
in foreign markets are also subject to the risk factors associated with foreign
investments generally, as discussed above. There can be no assurance that a
liquid secondary market for options and futures contracts will exist at any
specific time.
17
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
See the Appendix for a further discussion of the risks associated with an
investment in the Portfolio.
PORTFOLIO TRANSACTIONS AND TURNOVER
All orders for transaction in securities and options on behalf of the Port-
folio are placed by the Manager with broker/dealers that the Manager selects,
including Smith Barney and other affiliated brokers. Brokerage will be allo-
cated to Smith Barney, to the extent and in the manner permitted by applicable
law, provided that, in the judgment of the Board of Directors of the Fund, the
commission, fee or other remuneration received or to be received by Smith Bar-
ney (or any broker/dealer affiliate of Smith Barney that is also a member of a
securities exchange) is reasonable and fair compared to the commission, fee or
other remuneration received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a securi-
ties exchange during the same or comparable period of time. In all trades
directed to Smith Barney, the Fund has been assured that its orders will be
accorded priority over those received from Smith Barney for its own account or
for any of its directors, officers or employees. The Fund will not deal with
Smith Barney in any transaction in which Smith Barney acts as principal.
Under certain market conditions, the Portfolio may experience high portfolio
turnover as a result of its investment strategies. For example, the exercise
of a substantial number of options written by the Portfolio and the purchase
or sale of securities by the Portfolio in anticipation of a rise or decline in
interest rates could result in high portfolio turnover. Short-term gains real-
ized from portfolio transactions are taxable to shareholders as ordinary
income. In addition, higher portfolio turnover rates can result in correspond-
ing increases in brokerage commissions for the Portfolio. The annual portfolio
turnover rate for the Portfolio may vary significantly from year to year, but
it is generally not expected to exceed 85%. The Portfolio will not consider
portfolio turnover rate a limiting factor in making investment decisions con-
sistent with its respective objectives and policies. Higher portfolio turnover
rates can result in corresponding increases in brokerage commissions for the
Portfolios. See "Financial Highlights" for the Portfolio's annual turnover
rate during each year since inception.
VALUATION OF SHARES
The Portfolio's net asset value per share is determined as of the close of
regular trading on the NYSE, on each day that the NYSE is open, by dividing
the value of the Portfolio's net assets attributable to each Class by the
total number of shares of the Class outstanding.
Securities owned by the Portfolio for which market quotations are readily
available are valued at current market value or, in their absence, at fair
value. Securities
18
<PAGE>
VALUATION OF SHARES (CONTINUED)
traded on an exchange are valued at last sales prices on the principal exchange
on which each such security is traded, or if there were no sales on that
exchange on the valuation date, the last quoted sale, up to the time of valua-
tion, on the other exchanges. If instead there were no sales on the valuation
date with respect to these securities, such securities are valued at the mean
of the latest published closing bid and asked prices. Over-the-counter securi-
ties are valued at last sales price or, if there were no sales that day, at the
mean between the bid and asked prices. Options, futures contracts and options
thereon that are traded on exchanges are also valued at last sales prices as of
the close of the principal exchange on which each is listed or if there were no
such sales on the valuation date, the last quoted sale, up to the time of valu-
ation, on the other exchanges. In the absence of any sales on the valuation
date, valuation shall be the mean of the latest closing bid and asked prices.
Securities with a remaining maturity of 60 days or less are valued at amortized
cost where the Board of Directors has determined that amortized cost is fair
value. Premiums received on the sale of call options will be included in the
Portfolio's net assets, and current market value of such options sold by the
Portfolio will be subtracted from the Portfolio's net assets. Any other invest-
ments of the Portfolio, including restricted securities and listed securities
for which there is a thin market or that trade infrequently (i.e., securities
for which prices are not readily available), are valued at a fair value deter-
mined by the Board of Directors in good faith. This value generally is deter-
mined as the amount that the Portfolio could reasonably expect to receive from
an orderly disposition of these assets over a reasonable period of time but in
no event more than seven days. The value of any security or commodity denomi-
nated in a currency other than U.S. dollars will be converted into U.S. dollars
at the prevailing market rate as determined by the investment adviser.
Foreign securities trading may not take place on all days on which the NYSE
is open. Further, trading takes place in various foreign markets on days on
which the NYSE is not open. Accordingly, the determination of the net asset
value of the Portfolio may not take place contemporaneously with the determina-
tion of the prices of investments held by such Portfolio. Events affecting the
values of investments that occur between the time their prices are determined
and 4:00 P.M. on each day that the NYSE is open will not be reflected in the
Portfolio's net asset value unless the investment adviser, under the supervi-
sion of the Fund's Board of Directors, determines that the particular event
would materially affect net asset value. As a result, the Portfolio's net asset
value may be significantly affected by such trading on days when a shareholder
has no access to the Portfolio.
19
<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES
DIVIDENDS AND DISTRIBUTIONS
The Fund declares and pays income dividends at least annually on shares of
the Portfolio and makes annual distributions of capital gains, if any, on such
shares.
If a shareholder does not otherwise instruct, dividends and capital gain dis-
tributions will be reinvested automatically in additional shares of the same
Class at net asset value, subject to no sales charge or CDSC.
Income dividends and capital gain distributions that are invested are cred-
ited to shareholders' accounts in additional shares at the net asset value as
of the close of business on the payment date. A shareholder may change the
option at any time by notifying his or her Smith Barney Financial Consultant.
Accounts held directly by First Data should notify First Data in writing at
least five business days prior to the payment date to permit the change to be
entered in the shareholder's account.
The per share dividends on Class B and Class C shares of the Portfolio may be
lower than the per share dividends on Class A and Class Y shares principally as
a result of the distribution fee applicable with respect to Class B and Class C
shares. The per share dividends on Class A shares of the Portfolio may be lower
than the per share dividends on Class Y shares principally as a result of the
service fee applicable to Class A shares. Distributions of capital gains, if
any, will be in the same amount for Class A, Class B, Class C and Class Y
shares.
TAXES
The Portfolio intends to qualify as a regulated investment company under
Subchapter M of the Code to be relieved of Federal income tax on that part of
its net investment income and realized capital gains which it pays out to its
shareholders. To qualify, the Portfolio must meet certain tests, including dis-
tributing at least 90% of its investment company taxable income, and deriving
less than 30% of its gross income from the sale or other disposition of certain
investments held for less than three months.
Dividends from net investment income and distributions of realized short-term
capital gains on the sale of securities, whether paid in cash or automatically
invested in additional shares of the Portfolio, are taxable to shareholders as
ordinary income. The Portfolio's dividends will not qualify for the dividends
received deduction for corporations. Dividends and distributions declared by
the Portfolio may also be subject to state and local taxes. Distributions out
of net long-term capital gains (i.e., net long-term capital gains in excess of
net short-term capital losses) are taxable to shareholders as long-term capital
gains. Information as to the tax status of dividends paid or deemed paid in
each calendar year will be mailed to shareholders as early in the succeeding
year as practical but not later than January 31.
20
<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES (CONTINUED)
Income received by the Portfolio from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries. Tax conven-
tions between certain countries and the United States may reduce or eliminate
such taxes. It is impossible to determine the rate of foreign tax in advance
since the amount of the Portfolio's assets to be invested in various countries
is not known. Such foreign taxes would reduce the income of the Portfolio dis-
tributed to shareholders.
If, at the end of the Portfolio's taxable year, more than 50% of the value of
the Portfolio's total assets consist of stock or securities of foreign corpora-
tions, the Portfolio may make an election pursuant to which foreign income
taxes paid by it will be treated as paid directly by its shareholders. The
Portfolio will make this election only if it deems the election to be in the
best interests of shareholders, and will notify shareholders in writing each
year if it makes the election and the amount of foreign taxes to be treated as
paid by the shareholders. If the Portfolio makes such an election, the amount
of such foreign taxes would be included in the income of shareholders, and a
shareholder other than a foreign corporation or non-resident alien individual
could claim either a credit or, provided the shareholder itemizes deductions, a
deduction for U.S. federal income tax purposes for such foreign taxes. Share-
holders who choose to utilize a credit (rather than a deduction) for foreign
taxes will be subject to the limitation that the credit may not exceed the
shareholders' U.S. tax (determined without regard to the availability of the
credit) attributable to their total foreign source taxable income. For this
purpose, the portion of dividends and distributions paid by the Portfolio from
its foreign source income will be treated as foreign source income. The Portfo-
lio's gains and losses from the sale of securities and from certain foreign
currency gains and losses will generally be treated as derived from U.S. sourc-
es. The limitation on the foreign tax credit is applied separately to foreign
source "passive income," such as the portion of dividends received from the
Portfolio that qualifies as foreign source income. In addition, the foreign tax
credit is allowed to offset only 90% of the alternative minimum tax imposed on
corporations and individuals. Because of these limitations, shareholders may be
unable to claim a credit for the full amount of their proportionate share of
the foreign income taxes paid by the Portfolio.
In determining gain or loss, a shareholder who redeems or exchanges shares in
the Portfolio within 90 days of the acquisition of such shares will not be
entitled to include in tax basis the sales charges incurred in acquiring such
shares to the extent of any subsequent reduction in sales charges for investing
in the Portfolio or a different Portfolio of the Fund, such as pursuant to the
rights discussed in "Exchange Privilege."
The Fund is required to withhold and remit to the U.S. Treasury 31% of divi-
dends, distributions and redemption proceeds to shareholders who fail to pro-
vide a correct taxpayer identification number (the Social Security number in
the case of an individual) or to make the required certifications, or who have
been notified by the
21
<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES (CONTINUED)
Internal Revenue Service that they are subject to backup withholding and who
are not otherwise exempt. The 31% withholding tax is not an additional tax,
but is creditable against a shareholder's federal income tax liability.
Prior to investing in shares of the Portfolio, investors should consult with
their tax advisors concerning the federal, state and local tax consequences of
such an investment.
PURCHASE OF SHARES
GENERAL
The Portfolio offers four Classes of shares. Class A shares are sold to
investors with an initial sales charge and Class B and Class C shares are sold
without an initial sales charge but are subject to a CDSC payable upon certain
redemptions. Class Y shares are sold without an initial sales charge or CDSC
and are available only to investors investing a minimum of $5,000,000 (except
for purchases of Class Y shares by Smith Barney Concert Series Inc., for which
there is no minimum purchase amount). See "Prospectus Summary--Alternative
Purchase Arrangements" for a discussion of factors to consider in selecting
which Class of shares to purchase.
Purchases of Portfolio shares must be made through a brokerage account main-
tained with Smith Barney, an Introducing Broker or an investment dealer in the
selling group. In addition, certain investors, including qualified retirement
plans and certain other institutional investors, may purchase shares directly
from the Fund through First Data. When purchasing shares of the Portfolio,
investors must specify whether the purchase is for Class A, Class B, Class C
or Class Y shares. No maintenance fee will be charged by the Fund in connec-
tion with a brokerage account through which an investor purchases or holds
shares.
Investors in Class A, Class B and Class C shares may open an account by mak-
ing an initial investment of at least $1,000 for each account, or $250 for an
IRA or a Self-Employed Retirement Plan in the Portfolio. Investors in Class Y
shares may open an account by making an initial investment of $5,000,000. Sub-
sequent investments of at least $50 may be made for all Classes. For partici-
pants in retirement plans qualified under Section 403(b)(7) or Section 401(a)
of the Code, the minimum initial investment requirement for Class A, Class B
and Class C shares and the subsequent investment requirement for all Classes
in the Portfolio is $25. For shareholders purchasing shares of the Portfolio
through the Systematic Investment Plan on a monthly basis, the minimum initial
investment requirement for Class A, Class B and Class C shares and the subse-
quent investment requirement for all Classes is $25. For shareholders purchas-
ing shares of the Portfolio through the Systematic Investment Plan on a quar-
terly basis, the minimum initial investment
22
<PAGE>
PURCHASE OF SHARES (CONTINUED)
requirement for Class A, Class B and Class C shares and the subsequent invest-
ment requirement for all Classes is $50. There are no minimum investment
requirements in Class A shares for employees of Travelers and its subsidiaries,
including Smith Barney, Directors or Trustees of any of the Smith Barney Mutual
Funds, and their spouses and children. The Fund reserves the right to waive or
change minimums, to decline any order to purchase its shares and to suspend the
offering of shares from time to time. Shares purchased will be held in the
shareholder's account by the Fund's transfer agent, First Data. Share certifi-
cates are issued only upon a shareholder's written request to First Data.
Purchase orders received by the Fund or Smith Barney prior to the close of
regular trading on the NYSE, on any day the Portfolio calculates its net asset
value, are priced according to the net asset value determined on that day (the
"trade date"). Orders received by dealers or Introducing Brokers prior to the
close of regular trading on the NYSE on any day the Portfolio calculates its
net asset value, are priced according to the net asset value determined on that
day, provided the order is received by the Fund or Smith Barney prior to Smith
Barney's close of business. For shares purchased through Smith Barney or Intro-
ducing Brokers purchasing through Smith Barney, payment for Portfolio shares is
due on the third business day (the "settlement date") after the trade date. In
all other cases, payment must be made with the purchase order.
SYSTEMATIC INVESTMENT PLAN
During the continuous offering period, shareholders may make additions to
their accounts at any time by purchasing shares through a service known
as the Systematic Investment Plan. Under the Systematic Investment Plan,
Smith Barney or First Data is authorized through preauthorized transfers of at
least $25 on a monthly basis or at least $50 on a quarterly basis to charge the
regular bank account or other financial institution indicated by the share-
holder to provide systematic additions to the shareholder's Portfolio account.
A shareholder who has insufficient funds to complete the transfer will be
charged a fee of up to $25 by Smith Barney or First Data. The Systematic
Investment Plan also authorizes Smith Barney to apply cash held in the share-
holder's Smith Barney brokerage account or redeem the shareholder's shares of a
Smith Barney money market fund to make additions to the account. Additional
information is available from the Fund or a Smith Barney Financial Consultant.
23
<PAGE>
PURCHASE OF SHARES (CONTINUED)
INITIAL SALES CHARGE ALTERNATIVE--CLASS A SHARES
The sales charges applicable to purchases of Class A shares of the Portfolio
are as follows:
<TABLE>
<CAPTION>
SALES CHARGE
------------------------------
DEALERS'
% OF % OF REALLOWANCE AS % OF
AMOUNT OF INVESTMENT OFFERING PRICE AMOUNT INVESTED OFFERING PRICE
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $25,000 5.00% 5.26% 4.50%
$ 25,000 - 49,999 4.00 4.17 3.60
50,000 - 99,999 3.50 3.63 3.15
100,000 - 249,999 3.00 3.09 2.70
250,000 - 499,999 2.00 2.04 1.80
500,000 and over * * *
- ---------------------------------------------------------------------------
</TABLE>
* Purchases of Class A shares, which when combined with current holdings of
Class A shares offered with a sales charge equal or exceed $500,000 in the
aggregate, will be made at net asset value without any initial sales charge,
but will be subject to a CDSC of 1.00% on redemptions made within 12 months
of purchase. The CDSC on Class A shares is payable to Smith Barney, which
compensates Smith Barney Financial Consultants and other dealers whose
clients make purchases of $500,000 or more. The CDSC is waived in the same
circumstances in which the CDSC applicable to Class B and Class C shares is
waived. See "Deferred Sales Charge Alternatives" and "Waivers of CDSC."
Members of the selling group may receive up to 90% of the sales charge and
may be deemed to be underwriters of the Fund as defined in the Securities Act
of 1933, as amended.
The reduced sales charges shown above apply to the aggregate of purchases of
Class A shares of the Portfolio made at one time by "any person," which
includes an individual, his or her spouse and children, or a trustee or other
fiduciary of a single trust estate or single fiduciary account. The reduced
sales charge minimums may also be met by aggregating the purchase with the net
asset value of all Class A shares offered with a sales charge held in funds
sponsored by Smith Barney listed under "Exchange Privilege."
INITIAL SALES CHARGE WAIVERS
Purchase of Class A shares may be made at net asset value without a sales
charge in the following circumstances: (a) sales to (i) Board Members and
employees of Travelers and its subsidiaries and any of the Smith Barney Mutual
Funds (including retired Board Members and employees); the immediate families
of such persons (including the surviving spouse of a deceased Board Member or
employee); and to a pension, profit-sharing or other benefit plan for such per-
sons and (ii) employees of members of the National Association of Securities
Dealers, Inc., provided such sales are made upon the assurance of the purchaser
that the purchase is made for investment purposes and that the securities will
not be resold except through redemption or repurchase; (b) offers of Class A
shares to any other investment company to effect the combination of such com-
pany with the Portfolio by
24
<PAGE>
PURCHASE OF SHARES (CONTINUED)
merger, acquisition of assets or otherwise; (c) purchases of Class A shares by
any client of a newly employed Smith Barney Financial Consultant (for a period
up to 90 days from the commencement of the Financial Consultant's employment
with Smith Barney), on the condition the purchase of Class A shares is made
with the proceeds of the redemption of shares of a mutual fund which (i) was
sponsored by the Financial Consultant's prior employer, (ii) was sold to the
client by the Financial Consultant and (iii) was subject to a sales charge;
(d) shareholders who have redeemed Class A shares in the Portfolio (or Class A
shares of another fund of the Smith Barney Mutual Funds that are sold with a
maximum 5.00% sales charge) and who wish to reinvest their redemption proceeds
in the Portfolio, provided the reinvestment is made within 60 calendar days of
the redemption; (e) accounts managed by registered investment advisory subsidi-
aries of Travelers; (f) direct rollovers by plan participants of distributions
from a 401(k) plan offered to employees of Travelers or its subsidiaries or a
401(k) plan enrolled in the Smith Barney 401(k) Program (Note: subsequent
investments will be subject to the applicable sales charge); (g) purchases by
separate accounts used to fund certain unregistered variable annuity contracts;
and (h) purchases by investors participating in a Smith Barney fee-based
arrangement. In order to obtain such discounts, the purchaser must provide suf-
ficient information at the time of purchase to permit verification that the
purchase would qualify for the elimination of the sales charge.
RIGHT OF ACCUMULATION
Class A shares of the Portfolio may be purchased by "any person" (as defined
above) at a reduced sales charge or at net asset value determined by aggregat-
ing the dollar amount of the new purchase and the total net asset value of all
Class A shares of the Portfolio and of funds sponsored by Smith Barney which
are offered with a sales charge listed under "Exchange Privilege" then held by
such person and applying the sales charge applicable to such aggregate. In
order to obtain such discount, the purchaser must provide sufficient informa-
tion at the time of purchase to permit verification that the purchase qualifies
for the reduced sales charge. The right of accumulation is subject to modifica-
tion or discontinuance at any time with respect to all shares purchased there-
after.
GROUP PURCHASES
Upon completion of certain automated systems, a reduced sales charge or pur-
chase at net asset value will also be available to employees (and partners) of
the same employer purchasing as a group, provided each participant makes the
minimum initial investment required. The sales charge applicable to purchases
by each member of such a group will be determined by the table set forth above
under "Initial Sales Charge Alternative--Class A Shares", and will be based
upon the aggregate sales of Class A shares of Smith Barney Mutual Funds offered
with a sales charge to, and share holdings of, all members of the group. To be
eligible for such reduced sales charges or to purchase at net asset value, all
purchases must be pursuant to an employer- or partnership-sanctioned plan meet-
ing certain require-
25
<PAGE>
PURCHASE OF SHARES (CONTINUED)
ments. One such requirement is that the plan must be open to specified part-
ners or employees of the employer and its subsidiaries, if any. Such plan may,
but is not required to, provide for payroll deductions, IRAs or investments
pursuant to retirement plans under Sections 401 or 408 of the Code. Smith Bar-
ney may also offer a reduced sales charge or net asset value purchase for
aggregating related fiduciary accounts under such conditions that Smith Barney
will realize economies of sales efforts and sales related expenses. An indi-
vidual who is a member of a qualified group may also purchase Class A shares
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 offered with
a sales charge that have been previously purchased and are still owned by the
group, plus the amount of the current purchase. A "qualified group" is one
which (a) has been in existence for more than six months, (b) has a purpose
other than acquiring Portfolio shares at a discount and (c) satisfies uniform
criteria which enable Smith Barney 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 the
Portfolio and the members, and must agree to include sales and other materials
related to the Portfolio in its publications and mailings to members at no
cost to Smith Barney. In order to obtain such reduced sales charge or to pur-
chase at net asset value, the purchaser 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 Smith Barney.
LETTER OF INTENT
Class A Shares. A Letter of Intent for amounts of $50,000 or more provides
an opportunity for an investor to obtain a reduced sales charge by aggregating
investments over a 13 month period, provided that the investor refers to such
Letter when placing orders. For purposes of a Letter of Intent, the "Amount of
Investment" as referred to in the preceding sales charge table includes pur-
chases of all Class A shares of the Portfolio and other funds of the Smith
Barney Mutual Funds offered with a sales charge over the 13 month period based
on the total amount of intended purchases plus the value of all Class A shares
previously purchased and still owned. An alternative is to compute the 13
month period starting up to 90 days before the date of execution of a Letter
of Intent. Each investment made during the period receives the reduced sales
charge applicable to the total amount of the investment goal. If the goal is
not achieved within the period, the investor must pay the difference between
the sales charges applicable to the purchases made and the charges previously
paid, or an appropriate number of escrowed shares will be redeemed. Please
contact a Smith Barney Financial Consultant or First Data to obtain a Letter
of Intent application.
26
<PAGE>
PURCHASE OF SHARES (CONTINUED)
Class Y Shares. A Letter of Intent may also be used as a way for investors to
meet the minimum investment requirement for Class Y shares. Such investors must
make an initial minimum purchase of $1,000,000 in Class Y shares of the Portfo-
lio and agree to purchase a total of $5,000,000 of Class Y shares of the same
Portfolio within six months from the date of the Letter. If a total investment
of $5,000,000 is not made within the six-month period, all Class Y shares pur-
chased to date will be transferred to Class A shares, where they will be sub-
ject to all fees (including a service fee of 0.25%) and expenses applicable to
the Portfolio's Class A shares, which may include a CDSC of 1.00%. Please con-
tact a Smith Barney Financial Consultant or First Data for further information.
DEFERRED SALES CHARGE ALTERNATIVES
CDSC Shares are sold at net asset value next determined without an initial
sales charge so that the full amount of an investor's purchase payment may be
immediately invested in the Portfolio. A CDSC, however, may be imposed on cer-
tain redemptions of these shares. "CDSC Shares" are: (a) Class B shares;
(b) Class C shares; and (c) Class A shares which when combined with Class A
shares offered with a sales charge currently held by an investor equal or
exceed $500,000 in the aggregate.
Any applicable CDSC will be assessed on an amount equal to the lesser of the
original cost of the shares being redeemed or their net asset value at the time
of redemption. CDSC Shares that are redeemed will not be subject to a CDSC to
the extent that the value of such shares represents: (a) capital appreciation
of Portfolio assets; (b) reinvestment of dividends or capital gain distribu-
tions; (c) with respect to Class B shares, shares redeemed more than five years
after their purchase; or (d) with respect to Class C shares and Class A shares
that are CDSC Shares, shares redeemed more than 12 months after their purchase.
Class C shares and Class A shares that are CDSC Shares are subject to a 1.00%
CDSC if redeemed within 12 months of purchase. In circumstances in which the
CDSC is imposed on Class B shares, the amount of the charge will depend on the
number of years since the shareholder made the purchase payment from which the
amount is being redeemed. Solely for purposes of determining the number of
years since a purchase payment, all purchase payments made during a month will
be aggregated and deemed to have been made on the last day of the preceding
Smith Barney statement month. The following table sets forth the rates of the
charge for redemptions of Class B shares by shareholders, except in the case of
Class B shares held under the Smith Barney 401(k) Program, as described below.
See "Purchase of Shares--Smith Barney 401(k) and ExecChoice(TM) Programs."
27
<PAGE>
PURCHASE OF SHARES (CONTINUED)
<TABLE>
<CAPTION>
YEAR SINCE PURCHASE
PAYMENT WAS MADE CDSC
- ---------------------------------
<S> <C>
First 5.00%
Second 4.00
Third 3.00
Fourth 2.00
Fifth 1.00
Sixth and thereafter 0.00
- ---------------------------------
</TABLE>
Class B shares will convert automatically to Class A shares eight years after
the date on which they were purchased and thereafter will no longer be subject
to any distribution fees. There will also be converted at that time such pro-
portion of Class B Dividend Shares owned by the shareholder as the total number
of his or her Class B Shares converting at the time bears to the total number
of outstanding Class B shares (other than Class B Dividend Shares) owned by the
shareholder. Shareholders who held Class B shares of Smith Barney Shearson
Short-Term World Income Fund (the "Short-Term World Income Fund") on July 15,
1994 and who subsequently exchange those shares for Class B shares of the Port-
folio will be offered the opportunity to exchange all such Class B shares for
Class A shares of the Portfolio four years after the date on which those shares
were deemed to have been purchased. Holders of such Class B shares will be
notified of the pending exchange in writing approximately 30 days before the
fourth anniversary of the purchase date and, unless the exchange has been
rejected in writing, the exchange will occur on or about the fourth anniversary
date. See "Prospectus Summary--Alternative Purchase Arrangements--Class B
Shares Conversion Feature."
In determining the applicability of any CDSC, it will be assumed that a
redemption is made first of shares representing capital appreciation, next of
shares representing the reinvestment of dividends and capital gain distribu-
tions and finally of other shares held by the shareholder for the longest
period of time. The length of time that CDSC Shares acquired through an
exchange have been held will be calculated from the date that the shares
exchanged were initially acquired in one of the other Smith Barney Mutual
Funds, and Portfolio shares being redeemed will be considered to represent, as
applicable, capital appreciation or dividend and capital gain distribution
reinvestments in such other funds. For Federal income tax purposes, the amount
of the CDSC will reduce the gain or increase the loss, as the case may be, on
the amount realized on redemption. The amount of any CDSC will be paid to Smith
Barney.
To provide an example, assume an investor purchased 100 Class B shares at
$10 per share for a cost of $1,000. Subsequently, the investor acquired 5 addi-
tional shares through dividend reinvestment. During the fifteenth month after
the
28
<PAGE>
PURCHASE OF SHARES (CONTINUED)
purchase, the investor decided to redeem $500 of his or her investment. Assum-
ing at the time of the redemption the net asset value had appreciated to $12
per share, the value of the investor's shares would be $1,260 (105 shares at
$12 per share). The CDSC would not be applied to the amount which represents
appreciation ($200) and the value of the reinvested dividend shares ($60).
Therefore, $240 of the $500 redemption proceeds ($500 minus $260) would be
charged at a rate of 4.00% (the applicable rate for Class B shares) for a total
deferred sales charge of $9.60.
WAIVERS OF CDSC
The CDSC will be waived on: (a) exchanges (see "Exchange Privilege"); (b) au-
tomatic cash withdrawals in amounts equal to or less than 1.00% per month of
the value of the shareholder's shares at the time the withdrawal plan commences
(see "Automatic Cash Withdrawal Plan"); (c) redemptions of shares within twelve
months following the death or disability of the shareholder; (d) redemption of
shares made in connection with qualified distributions from retirement plans or
IRAs upon the attainment of age 59 1/2; (e) involuntary redemptions; and (f)
redemptions of shares to effect a combination of the Portfolio with any invest-
ment company by merger, acquisition of assets or otherwise. In addition, a
shareholder who has redeemed shares from other funds of the Smith Barney Mutual
Funds may, under certain circumstances, reinvest all or part of the redemption
proceeds within 60 days and receive pro rata credit for any CDSC imposed on the
prior redemption.
CDSC waivers will be granted subject to confirmation (by Smith Barney in the
case of shareholders who are also Smith Barney clients or by First Data in the
case of all other shareholders) of the shareholder's status or holdings, as the
case may be.
SMITH BARNEY 401(k) AND EXECCHOICE(TM) PROGRAMS
Investors may be eligible to participate in the Smith Barney 401(k) Program
or the Smith Barney ExecChoice(TM) Program. To the extent applicable, the same
terms and conditions, which are outlined below, are offered to all plans par-
ticipating ("Participating Plans") in these programs.
The Portfolio offers to Participating Plans Class A and Class C shares as
investment alternatives under the Smith Barney 401(k) and ExecChoice(TM) Pro-
grams. Class A and Class C shares acquired through the Participating Plans are
subject to the same service and/or distribution fees as the Class A and Class C
shares acquired by other investors; however, they are not subject to any ini-
tial sales charge or CDSC. Once a Participating Plan has made an initial
investment in the Portfolio, all of its subsequent investments in the Portfolio
must be in the same Class of shares, except as otherwise described below.
Class A Shares. Class A shares of the Portfolio are offered without any sales
charge or CDSC to any Participating Plan that purchases $1,000,000 or more of
Class A shares of one or more funds of the Smith Barney Mutual Funds.
29
<PAGE>
PURCHASE OF SHARES (CONTINUED)
Class C Shares. Class C shares of the Portfolio are offered without any sales
charge or CDSC to any Participating Plan that purchases less than $1,000,000 of
Class C shares of one or more funds of the Smith Barney Mutual Funds.
401(k) and ExecChoice(TM) Plans Opened On or After June 21, 1996. If, at the
end of the fifth year after the date the Participating Plan enrolled in the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program, a Par-
ticipating Plan's total Class C holdings in all non-money market Smith Barney
Mutual Funds equal at least $1,000,000, the Participating Plan will be offered
the opportunity to exchange all of its Class C shares for Class A shares of the
Portfolio. (For Participating Plans that were originally established through a
Smith Barney retail brokerage account, the five-year period will be calculated
from the date the retail brokerage account was opened.) Such Participating
Plans will be notified of the pending exchange in writing within 30 days after
the fifth anniversary of the enrollment date and, unless the exchange offer has
been rejected in writing, the exchange will occur on or about the 90th day
after the fifth anniversary date. If the Participating Plan does not qualify
for the five-year exchange to Class A shares, a review of the Participating
Plan's holdings will be performed each quarter until either the Participating
Plan qualifies or the end of the eighth year.
401(k) Plans Opened Prior to June 21, 1996. In any year after the date a Par-
ticipating Plan enrolled in the Smith Barney 401(k) Program, if its total Class
C holdings in all non-money market Smith Barney Mutual Funds equal at least
$500,000 as of the calendar year-end, the Participating Plan will be offered
the opportunity to exchange all of its Class C shares for Class A shares of the
Portfolio. Such Plans will be notified in writing within 30 days after the last
business day of the calendar year and, unless the exchange offer has been
rejected in writing, the exchange will occur on or about the last business day
of the following March.
Any Participating Plan in the Smith Barney 401(k) or ExecChoice(TM) Program,
whether opened before or after June 21, 1996, that has not previously qualified
for an exchange into Class A shares will be offered the opportunity to exchange
all of its Class C shares for Class A shares of the Portfolio regardless of
asset size, at the end of the eighth year after the date the Participating Plan
enrolled in the Smith Barney 401(k) or ExecChoice(TM) Program. Such Plans will
be notified of the pending exchange in writing approximately 60 days before the
eighth anniversary of the enrollment date and, unless the exchange has been
rejected in writing, the exchange will occur on or about the eighth anniversary
date. Once an exchange has occurred, a Participating Plan will not be eligible
to acquire additional Class C shares of the Portfolio but instead may acquire
Class A shares of the Portfolio. Any Class C shares not converted will continue
to be subject to the distribution fee.
Participating Plans wishing to acquire shares of the Portfolio through the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program must
purchase
30
<PAGE>
PURCHASE OF SHARES (CONTINUED)
such shares directly from the Transfer Agent. For further information regarding
these Programs, investors should contact a Smith Barney Financial Consultant.
Existing 401(k) Plans Investing in Class B Shares. Class B shares of the
Portfolio are not available for purchase by Participating Plans opened on or
after June 21, 1996, but may continue to be purchased by any Participating Plan
in the Smith Barney 401(k) Program opened prior to such date and originally
investing in such Class. Class B shares acquired are subject to a CDSC of 3.00%
of redemption proceeds, if the Participating Plan terminates within eight years
of the date the Participating Plan first enrolled in the Smith Barney 401(k)
Program.
At the end of the eighth year after the date the Participating Plan enrolled
in the Smith Barney 401(k) Program, the Participating Plan will be offered the
opportunity to exchange all of its Class B shares for Class A shares of the
Portfolio. Such Participating Plan will be notified of the pending exchange in
writing approximately 60 days before the eighth anniversary of the enrollment
date and, unless the exchange has been rejected in writing, the exchange will
occur on or about the eighth anniversary date. Once the exchange has occurred,
a Participating Plan will not be eligible to acquire additional Class B shares
of the Portfolio but instead may acquire Class A shares of the Portfolio. If
the Participating Plan elects not to exchange all of its Class B shares at that
time, each Class B share held by the Participating Plan will have the same con-
version feature as Class B shares held by other investors. See "Purchase of
Shares -- Deferred Sales Charge Alternatives."
No CDSC is imposed on redemptions of Class B shares to the extent that the
net asset value of the shares redeemed does not exceed the current net asset
value of the shares purchased through reinvestment of dividends or capital gain
distributions, plus the current net asset value of Class B shares purchased
more than eight years prior to the redemption, plus increases in the net asset
value of the shareholder's Class B shares above the purchase payments made dur-
ing the preceding eight years. Whether or not the CDSC applies to the redemp-
tion by a Participating Plan depends on the number of years since the Partici-
pating Plan first became enrolled in the Smith Barney 401(k) Program, unlike
the applicability of the CDSC to redemptions by other shareholders, which
depends on the number of years since those shareholders made the purchase pay-
ment from which the amount is being redeemed.
The CDSC will be waived on redemptions of Class B shares in connection with
lump-sum or other distributions made by a Participating Plan as a result of:
(a) the retirement of an employee in the Participating Plan; (b) the termina-
tion of employment of an employee in the Participating Plan; (c) the death or
disability of an employee in the Participating Plan; (d) the attainment of age
59 1/2 by an employee in the Participating Plan; (e) hardship of an employee in
the Participating Plan to the extent permitted under Section 401(k) of the
Code; or (f) redemptions of shares in connection with a loan made by the Par-
ticipating Plan to an employee.
31
<PAGE>
EXCHANGE PRIVILEGE
Except as otherwise noted below, shares of each Class may be exchanged for
shares of the same Class in the following funds of the Smith Barney Mutual
Funds, to the extent shares are offered for sale in the shareholder's state of
residence. Exchanges of Class A, Class B and Class C shares are subject to min-
imum investment requirements and all shares are subject to the other require-
ments of the fund into which exchanges are made.
FUND NAME
Growth Funds
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Fundamental Value Fund Inc.
Smith Barney Growth Opportunity Fund
Smith Barney Managed Growth Fund
Smith Barney Natural Resources Fund Inc.
Smith Barney Special Equities Fund
Growth and Income Funds
Concert Social Awareness Fund
Smith Barney Convertible Fund
Smith Barney Funds, Inc.--Equity Income Portfolio
Smith Barney Growth and Income Fund
Smith Barney Premium Total Return Fund
Smith Barney Utilities Fund
Taxable Fixed-Income Funds
**Smith Barney Adjustable Rate Government Income Fund
Smith Barney Diversified Strategic Income Fund
+++Smith Barney Funds, Inc.--Short-Term U.S. Treasury Securities
Portfolio
Smith Barney Funds, Inc.--U.S. Government Securities Portfolio
Smith Barney Government Securities Fund
Smith Barney High Income Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Managed Governments Fund Inc.
Tax-Exempt Funds
Smith Barney Arizona Municipals Fund Inc.
Smith Barney California Municipals Fund Inc.
*Smith Barney Intermediate Maturity California Municipals Fund
*Smith Barney Intermediate Maturity New York Municipals Fund
Smith Barney Managed Municipals Fund Inc.
Smith Barney Massachusetts Municipals Fund
Smith Barney Muni Funds--Florida Portfolio
Smith Barney Muni Funds--Georgia Portfolio
32
<PAGE>
EXCHANGE PRIVILEGE (CONTINUED)
*Smith Barney Muni Funds--Limited Term Portfolio
Smith Barney Muni Funds--National Portfolio
Smith Barney Muni Funds--New York Portfolio
Smith Barney Muni Funds--Pennsylvania Portfolio
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney Oregon Municipals Fund
Smith Barney Tax-Exempt Income Fund
International Funds
Smith Barney World Funds, Inc.--European Portfolio
Smith Barney World Funds, Inc.--Global Government Bond Portfolio
Smith Barney World Funds, Inc.--International Balanced Portfolio
Smith Barney World Funds, Inc.--International Equity Portfolio
Smith Barney World Funds, Inc.--Pacific Portfolio
Smith Barney Concert Series Inc.
Smith Barney Concert Series Inc.--Balanced Portfolio
Smith Barney Concert Series Inc.--Conservative Portfolio
Smith Barney Concert Series Inc.--Growth Portfolio
Smith Barney Concert Series Inc.--High Growth Portfolio
Smith Barney Concert Series Inc.--Income Portfolio
Money Market Funds
+Smith Barney Exchange Reserve Fund
++Smith Barney Money Funds, Inc.--Cash Portfolio
++Smith Barney Money Funds, Inc.--Government Portfolio
***Smith Barney Money Funds, Inc.--Retirement Portfolio
+++Smith Barney Municipal Money Market Fund, Inc.
+++Smith Barney Muni Funds--California Money Market Portfolio
+++Smith Barney Muni Funds--New York Money Market Portfolio
- -------------------------------------------------------------------------------
* Available for exchange with Class A, Class C and Class Y shares of the
Portfolio.
** Available for exchange with Class A, Class B and Class Y shares of the
Portfolio. In addition, shareholders who own Class C shares of the
Portfolio through the Smith Barney 401(k) Program may exchange those
shares for Class C shares of this fund.
*** Available for exchange with Class A shares of the Portfolio.
+ Available for exchange with Class B and Class C shares of the Portfolio.
++ Available for exchange with Class A and Class Y shares of the Portfolio.
In addition, shareholders who own Class C shares of the Portfolio through
the Smith Barney 401(k) or ExecChoice(TM) Programs may exchange those
shares for Class C shares of this fund.
+++ Available for exchange with Class A and Class Y shares of the Portfolio.
33
<PAGE>
EXCHANGE PRIVILEGE (CONTINUED)
Class B Exchanges. In the event a Class B shareholder (unless such share-
holder was a Class B shareholder of the Short-Term World Income Fund on July
15, 1994) wishes to exchange all or a portion of his or her shares in any of
the funds imposing a higher CDSC than that imposed by the Portfolio, the
exchanged Class B shares will be subject to the higher applicable CDSC. Upon an
exchange, the new Class B shares will be deemed to have been purchased on the
same date as the Class B shares of the Portfolio that have been exchanged.
Class C Exchanges. Upon an exchange, the new Class C shares will be deemed to
have been purchased on the same date as the Class C shares of the Portfolio
that have been exchanged.
Class A and Class Y Exchanges. Class A and Class Y shareholders of the Port-
folio who wish to exchange all or a portion of their shares for shares of the
respective class in any of the funds identified above may do so without imposi-
tion of any charge.
Additional Information Regarding the Exchange Privilege. Although the
exchange privilege is an important benefit, excessive exchange transactions can
be detrimental to the Portfolio's performance and its shareholders. The Manager
may determine that a pattern of frequent exchanges is excessive and contrary to
the best interests of the Portfolio's other shareholders. In this event the
Fund may, at its discretion, decide to limit additional purchases and/or
exchanges by the shareholder. Upon such a determination, the Fund will provide
notice in writing or by telephone to the shareholder at least 15 days prior to
suspending the exchange privilege and during the 15 day period the shareholder
will be required to (a) redeem his or her shares in the Portfolio or (b) remain
invested in the Portfolio or exchange into any of the funds of the Smith Barney
Mutual Funds ordinarily available, which position the shareholder would be
expected to maintain for a significant period of time. All relevant factors
will be considered in determining what constitutes an abusive pattern of
exchanges.
Certain shareholders may be able to exchange shares by telephone. See
"Redemption of Shares--Telephone Redemption and Exchange Program." Exchanges
will be processed at the net asset value next determined. Redemption procedures
discussed below are also applicable for exchanging shares, and exchanges will
be made upon receipt of all supporting documents in proper form. If the account
registration of the shares of the fund being acquired is identical to the reg-
istration of the shares of the fund exchanged, no signature guarantee is
required. A capital gain or loss for tax purposes will be realized upon the
exchange, depending upon the cost or other basis of shares redeemed. Before
exchanging shares, investors should read the current prospectus describing the
shares to be acquired. The Portfolio reserves the right to modify or discon-
tinue exchange privileges upon 60 days' prior notice to shareholders.
34
<PAGE>
REDEMPTION OF SHARES
The Fund is required to redeem the shares of the Portfolio tendered to it, as
described below, at a redemption price equal to their net asset value per share
next determined after receipt of a written request in proper form at no charge
other than any applicable CDSC. Redemption requests received after the close of
regular trading on the NYSE are priced at the net asset value next determined.
If a shareholder holds shares in more than one Class, any request for redemp-
tion must specify the Class being redeemed. In the event of a failure to spec-
ify which Class, or if the investor owns fewer shares of the Class than speci-
fied, the redemption request will be delayed until the Fund's transfer agent
receives further instructions from Smith Barney, or if the shareholder's
account is not with Smith Barney, from the shareholder directly. The redemption
proceeds will be remitted on or before the third business day following receipt
of proper tender, except on any days on which the NYSE is closed or as permit-
ted under the 1940 Act in extraordinary circumstances. Generally, if the
redemption proceeds are remitted to a Smith Barney brokerage account, these
funds will not be invested for the shareholder's benefit without specific
instruction and Smith Barney will benefit from the use of temporarily
uninvested funds. Redemption proceeds for shares purchased by check, other than
a certified or official bank check, will be remitted upon clearance of the
check, which may take up to ten days or more.
Shares held by Smith Barney as custodian must be redeemed by submitting a
written request to a Smith Barney Financial Consultant. Shares other than those
held by Smith Barney as Custodian may be redeemed through an investor's Finan-
cial Consultant, Introducing Broker or dealer in the selling group or by sub-
mitting a written request for redemption to:
Smith Barney World Funds, Inc./Emerging Markets Portfolio
Class A, B, C or Y (please specify)
c/o First Data Investor Services Group, Inc.
P.O. Box 9134
Boston, Massachusetts 02205-9134
A written redemption request must (a) state the Class and number or dollar
amount of shares to be redeemed, (b) identify the shareholder's account number
and (c) be signed by each registered owner exactly as the shares are regis-
tered. If the shares to be redeemed were issued in certificate form, the cer-
tificates must be endorsed for transfer (or be accompanied by an endorsed stock
power) and must be submitted to First Data together with the redemption
request. Any signature appearing on a share certificate, stock power or written
redemption request in excess of $2,000 must be guaranteed by an eligible guar-
antor institution, such as a domestic bank, savings and loan institution,
domestic credit union, member bank of the Federal Reserve System or member firm
of a national securities exchange. Written redemption requests of $2,000 or
less do not require a signature guarantee unless more than one such redemption
request is made in any 10-day period. Redemption
35
<PAGE>
REDEMPTION OF SHARES (CONTINUED)
proceeds will be mailed to an investor's address of record. First Data may
require additional supporting documents for redemptions made by corporations,
executors, administrators, trustees or guardians. A redemption request will not
be deemed properly received until First Data receives all required documents in
proper form.
AUTOMATIC CASH WITHDRAWAL PLAN
The Portfolio offers shareholders an automatic cash withdrawal plan, under
which shareholders who own shares with a value of at least $10,000 may elect to
receive cash payments of at least $50 monthly or quarterly. Retirement plan
accounts are eligible for automatic cash withdrawal plans only where the share-
holder is eligible to receive qualified distributions and has an account value
of at least $5,000. The withdrawal plan will be carried over on exchanges
between funds or Classes of the Portfolio. Any applicable CDSC will not be
waived on amounts withdrawn by a shareholder that exceed 1.00% per month of the
value of the shareholder's shares subject to the CDSC at the time the with-
drawal plan commences. For further information regarding the automatic cash
withdrawal plan, shareholders should contact a Smith Barney Financial Consul-
tant.
TELEPHONE REDEMPTION AND EXCHANGE PROGRAM
Shareholders who do not have a Smith Barney brokerage account may be eligible
to redeem and exchange Fund shares by telephone. To determine if a shareholder
is entitled to participate in this program, he or she should contact First Data
at 1-800-451-2010. Once eligibility is confirmed, the shareholder must complete
and return a Telephone/Wire Authorization Form, along with a signature guaran-
tee, that will be provided by First Data upon request. (Alternatively, an
investor may authorize telephone redemptions on the new account application
with the applicant's signature guarantee when making his/her initial investment
in the Fund.)
Redemptions. Redemption requests of up to $10,000 of any class or classes of
the Fund's shares, may be made by eligible shareholders by calling First Data
at 1-800-451-2010. Such requests may be made between 9:00 a.m. and 5:00 p.m.
(New York City time) on any day the NYSE is open. Redemptions of shares (i) by
retirement plans or (ii) for which certificates have been issued are not per-
mitted under this program.
A shareholder will have the option of having the redemption proceeds mailed
to his/her address of record or wired to a bank account predesignated by the
shareholder. Generally, redemption proceeds will be mailed or wired, as the
case may be, on the next business day following the redemption request. In
order to use the wire procedures, the bank receiving the proceeds must be a
member of the Federal Reserve System or have a correspondent relationship with
a member bank. The Fund reserves the right to charge shareholders a nominal fee
for each wire redemption. Such charges, if any, will be assessed against the
shareholder's account from which shares were redeemed. In order to change the
bank account designated to
36
<PAGE>
REDEMPTION OF SHARES (CONTINUED)
receive redemption proceeds, a shareholder must complete a new Telephone/Wire
Authorization Form and, for the protection of the shareholder's assets, will
be required to provide a signature guarantee and certain other documentation.
Exchanges. Eligible shareholders may make exchanges by telephone if the
account registration of the shares of the fund being acquired is identical to
the registration of the shares of the fund exchanged. Such exchange requests
may be made by calling First Data at 1-800-451-2010 between 9:00 a.m. and 5:00
p.m. (New York City time) on any day on which the NYSE is open.
Additional Information regarding Telephone Redemption and Exchange
Program. Neither the Fund nor its agents will be liable for following instruc-
tions communicated by telephone that are reasonably believed to be genuine.
The Fund and its agents will employ procedures designed to verify the identity
of the caller and legitimacy of instructions (for example, a shareholder's
name and account number will be required and phone calls may be recorded). The
Fund reserves the right to suspend, modify or discontinue the telephone
redemption and exchange program or to impose a charge for this service at any
time following at least seven (7) days prior notice to shareholders.
MINIMUM ACCOUNT SIZE
The Fund reserves the right to involuntarily liquidate any shareholder's
account in the Portfolio if the aggregate net asset value of the shares held
in the Portfolio account is less than $500. (If a shareholder has more than
one account in this Portfolio, each account must satisfy the minimum account
size.) The Fund, however, will not redeem shares based solely on market reduc-
tions in net asset value. Before the Fund exercises such right, shareholders
will receive written notice and will be permitted 60 days to bring accounts up
to the minimum to avoid involuntary liquidation.
PERFORMANCE
From time to time the Portfolio may include its total return, average annual
total return and current dividend return in advertisements and/or other types
of sales literature. These figures are computed separately for Class A, Class
B, Class C and Class Y shares of the Portfolio. These figures are based on
historical earnings and are not intended to indicate future performance. Total
return is computed for a specified period of time assuming deduction of the
maximum sales charge, if any, from the initial amount invested and reinvest-
ment of all income dividends and capital gain distributions on the reinvest-
ment dates at prices calculated as stated in this Prospectus, then dividing
the value of the investment at the end of the period so calculated by the ini-
tial amount invested and subtracting 100%. The standard
37
<PAGE>
PERFORMANCE (CONTINUED)
average annual total return, as prescribed by the SEC is derived from this
total return, which provides the ending redeemable value. Such standard total
return information may also be accompanied with nonstandard total return
information for differing periods computed in the same manner but without
annualizing the total return or taking sales charges into account. The Portfo-
lio calculates current dividend return for each Class by dividing the current
dividend by the net asset value or the maximum public offering price (includ-
ing sales charge) on the last day of the period for which current dividend
return is presented. The current dividend return for each Class may vary from
time to time depending on market conditions, the composition of its investment
portfolio and operating expenses. These factors and possible differences in
the methods used in calculating current dividend return should be considered
when comparing a Class' current return to yields published for other invest-
ment companies and other investment vehicles. The Portfolio may also include
comparative performance information in advertising or marketing its shares.
Such performance information may include data from Lipper Analytical Services,
Inc. and other financial publications.
MANAGEMENT OF THE FUND
BOARD OF DIRECTORS
Overall responsibility for management and supervision of the Portfolio rests
with the Fund's Board of Directors. The Directors approve all significant
agreements between the Fund and the companies that furnish services to the
Fund and the Portfolio, including agreements with the Fund's distributor,
investment manager, custodian and transfer agent. The day-to-day operations of
the Portfolio are delegated to the Portfolio's investment manager. The State-
ment of Additional Information contains background information regarding each
Director and executive officer of the Fund.
MANAGER
The Manager manages the day-to-day operations of the Portfolio pursuant to a
management agreement entered into by the Fund on behalf of the Portfolio under
which the Manager is responsible for furnishing or causing to be furnished to
the Portfolio advice and assistance with respect to the acquisition, holding
or disposal of securities and recommendations with respect to other aspects
and affairs of the Portfolio and furnishes the Portfolio with bookkeeping,
accounting and administrative services, office space and equipment, and the
services of the officers and employees of the Fund. By written agreement the
Research and other departments and staff of Smith Barney furnish the Manager
with information, advice and assistance and are available for consultation on
the Portfolio, thus Smith Barney may also be considered an investment adviser
to the Fund. Smith Barney services are
38
<PAGE>
MANAGEMENT OF THE FUND (CONTINUED)
paid for by the Manager on the basis of direct and indirect costs to Smith
Barney of performing such services; there is no charge to the Fund for such
services. For the investment advisory services provided by the Manager, the
Portfolio pays the Manager an investment advisory fee calculated at the rate
of 1.00% of the Portfolio's average daily net assets, paid monthly. Although
this fee is higher than that paid by most investment companies, the Portfo-
lio's management has determined that it is comparable to the fee charged by
other investment advisers of investment companies that have similar investment
objectives and policies.
For the Portfolio's fiscal year ended October 31, 1996, the management fee
was 1.00% of the Portfolio's average net assets. Total operating expenses
incurred by the Portfolio for this period were 2.25% for Class A shares; 3.06%
for Class B shares and 3.02% for Class C shares.
The management agreement further provides that all other expenses not spe-
cifically assumed by the Manager under the management agreement on behalf of
the Portfolio are borne by the Fund. Expenses payable by the Fund include, but
are not limited to, all charges of custodians (including sums as custodian and
sums for keeping books and for rendering other services to the Fund) and
shareholder servicing agents, expenses of preparing, printing and distributing
all prospectuses, proxy material, reports and notices to shareholders, all
expenses of shareholders' and directors' meetings, filing fees and expenses
relating to the registration and qualification of the Fund's shares and the
Fund under federal or state securities laws and maintaining such registrations
and qualifications (including the printing of the Fund's registration state-
ments), fees of auditors and legal counsel, costs of performing portfolio val-
uations, out-of-pocket expenses of directors and fees of directors who are not
"interested persons" as defined in the 1940 Act, interest, taxes and govern-
mental fees, fees and commissions of every kind, expenses of issue, repurchase
or redemption of shares, insurance expense, association membership dues, all
other costs incident to the Fund's existence and extraordinary expenses such
as litigation and indemnification expenses. Direct expenses are charged to
each of the Fund's Portfolios; general corporate expenses are allocated on the
basis of relative net assets.
The Manager was incorporated on March 12, 1968 under the laws of Delaware.
As of December 31, 1996 the Manager had aggregate assets under management of
approximately $80 billion. The Manager, Smith Barney and Holdings are each
located at 388 Greenwich Street, New York, New York 10013. The term
"Smith Barney" in the title of the Fund has been adopted by permission of
Smith Barney and is subject to the right of Smith Barney to elect that the
Fund stop using the term in any form or combination of its name.
39
<PAGE>
MANAGEMENT OF THE FUND (CONTINUED)
PORTFOLIO MANAGEMENT
The Portfolio is managed by Donald Elefson. Mr. Elefson joined the Smith
Barney international equity team in the spring of 1994 and is a Vice President
of the Fund and of Smith Barney. Previously, he assisted in the management of
the emerging markets mutual funds at Merrill Lynch Asset Management. Prior to
Merrill Lynch, Mr. Elefson held a position in equity analysis and equity sales
with Cazenove Inc. and BHF Securities in New York, and with Georg Hauck and
Sohn in Frankfurt, Germany.
Management's discussion and analysis, and additional performance information
regarding the Portfolio during the fiscal period ended October 31, 1996 is
included in the Annual Report dated October 31, 1996. A copy of the Annual
Report may be obtained upon request and without charge from a Smith Barney
Financial Consultant or by writing or calling the Fund at the address or phone
number listed on page one of this Prospectus.
DISTRIBUTOR
Smith Barney distributes shares of the Portfolio as principal underwriter and
as such conducts a continuous offering pursuant to a "best efforts" arrangement
requiring Smith Barney to take and pay for only such securities as may be sold
to the public. Pursuant to a plan of distribution adopted by the Portfolio
under Rule 12b-1 under the 1940 Act (the "Plan"), Smith Barney is paid a serv-
ice fee with respect to Class A, Class B and Class C shares of the Portfolio at
the annual rate of 0.25% of the average daily net assets attributable to these
Classes. Smith Barney is also paid a distribution fee with respect to Class B
and Class C shares at the annual rate of 0.75% of the average daily net assets
attributable to these Classes. Class B shares that automatically convert to
Class A shares eight years after the date of original purchase will no longer
be subject to a distribution fee. The fees are used by Smith Barney to pay its
Financial Consultants for servicing shareholder accounts and, in the case of
Class B and Class C shares, to cover expenses primarily intended to result in
the sale of those shares. These expenses include: advertising expenses; the
cost of printing and mailing prospectuses to potential investors; payments to
and expenses of Smith Barney Financial Consultants and other persons who pro-
vide support services in connection with the distribution of shares; interest
and/or carrying charges; and indirect and overhead costs of Smith Barney asso-
ciated with the sale of Portfolio shares, including lease, utility, communica-
tions and sales promotion expenses.
The payments to Smith Barney Financial Consultants for selling shares of a
Class include a commission or fee paid by the investor or Smith Barney at the
time of sale and, with respect to Class A, Class B and Class C Shares, a con-
tinuing fee for servicing shareholder accounts for as long as a shareholder
remains a holder of
40
<PAGE>
DISTRIBUTOR (CONTINUED)
that Class. Smith Barney Financial Consultants may receive different levels of
compensation for selling different Classes of shares.
Payments under the Plan with respect to Class B and Class C shares are not
tied exclusively to the distribution and shareholder services expenses actually
incurred by Smith Barney and the payments may exceed distribution expenses
actually incurred. The Fund's Board of Directors will evaluate the appropriate-
ness of the Plan and its payment terms on a continuing basis and in so doing
will consider all relevant factors, including expenses borne by Smith Barney,
amounts received under the Plan and proceeds of the CDSC.
ADDITIONAL INFORMATION
The Fund, an open-end investment company, was incorporated in Maryland on
March 22, 1991. The Fund has an authorized capital of 1,000,000,000 shares with
a par value of $.001 per share. The Board of Directors has authorized the issu-
ance of six series of shares, each representing shares in one of six separate
Portfolios and may authorize the issuance of additional series of shares in the
future. The assets of each Portfolio are segregated and separately managed and
a shareholder's interest is in the assets of the Portfolio in which he or she
holds shares. Class A, Class B, Class C and Class Y shares of the Portfolio
represent interests in the assets of the Portfolio and have identical voting,
dividend, liquidation and other rights on the same terms and conditions except
that expenses related to the distribution of each Class of shares are borne
solely by each Class and each Class of shares has exclusive voting rights with
respect to provisions of the Fund's Rule 12b-1 distribution plan which pertain
to a particular Class. As described under "Voting" in the Statement of Addi-
tional Information, the Fund ordinarily will not hold meetings of shareholders
annually; however, shareholders have the right to call a meeting upon a vote of
10% of the Fund's outstanding shares for the purpose of voting to remove direc-
tors, and the Fund will assist shareholders in calling such a meeting as
required by the 1940 Act. Shares do not have cumulative voting rights or pre-
emptive rights and are fully paid, transferable and nonassessable when issued
for payment as described in this Prospectus.
The Chase Manhattan Bank, located at Chase MetroTech Center, Brooklyn, New
York 11245, serves as custodian of the Portfolio's investments.
First Data, located at Exchange Place, Boston, Massachusetts 02109, serves as
the Fund's transfer agent.
The Fund sends its shareholders a semi-annual report and an audited annual
report, which include listings of the investment securities held by the Fund at
the end of the period covered. In an effort to reduce the Fund's printing and
mailing costs, the Fund plans to consolidate the mailing of its semi-annual and
annual
41
<PAGE>
ADDITIONAL INFORMATION (CONTINUED)
reports by household. This consolidation means that a household having multiple
accounts with the identical address of record will receive a single copy of
each report. In addition, the Fund also plans to consolidate the mailing of its
Prospectus so that a shareholder having multiple accounts (that is, individual,
IRA and/or Self-Employed Retirement Plan accounts) will receive a single Pro-
spectus annually. Shareholders who do not want this consolidation to apply to
their account should contact their Smith Barney Financial Consultant or the
Fund's transfer agent.
42
<PAGE>
APPENDIX
CERTAIN INVESTMENT STRATEGIES
In attempting to achieve its investment objective, the Portfolio may employ,
among others, one or more of the strategies set forth below. More detailed
information concerning these strategies and their related risks is contained
in the Statement of Additional Information.
Foreign Currencies. The value of the Portfolio's investments, and the value
of dividends and interest earned by the Portfolio, may be significantly
affected by changes in currency exchange rates. Some foreign currency values
may be volatile, and there is the possibility of governmental controls on cur-
rency exchange or governmental intervention in currency markets, which could
adversely affect the Portfolio. Although the Manager may attempt to manage
currency exchange rate risks, there is no assurance that the Manager will do
so at an appropriate time or that the investment adviser will be able to pre-
dict exchange rates accurately. For example, if the Manager increases the
Portfolio's exposure to a foreign currency, and that currency's value subse-
quently falls, the Manager's currency management may result in increased
losses to the Portfolio. Similarly, if the Manager hedges the Portfolio's
exposure to a foreign currency, and that currency's value rises, the Portfolio
will lose the opportunity to participate in the currency's appreciation.
Options and Futures Contracts. The Portfolio may buy and sell options and
futures contracts to manage its exposure to changing interest rates, security
prices, and currency exchange rates. Some options and futures strategies,
including selling futures, buying puts, and writing calls, tend to hedge the
Portfolio's investments against price fluctuations. Other strategies, includ-
ing buying futures, writing puts, and buying calls, tend to increase market
exposure. Options and futures may be combined with each other or with forward
contracts in order to adjust the risk and return characteristics of the over-
all strategy. The Portfolio may invest in options and futures based on any
type of security, index, or currency, including options and futures traded on
foreign exchanges and options not traded on exchanges.
Options and futures can be volatile investments, and involve certain risks.
If the Manager applies a hedge at an inappropriate time or judges market con-
ditions incorrectly, options and futures strategies may lower the Portfolio's
return. The Portfolio could also experience losses if the prices of its
options and futures positions were poorly correlated with its other invest-
ments, or if it could not close out its positions because of an illiquid sec-
ondary market.
The Portfolio will not hedge more than 25% of its total assets by selling
futures, buying puts, and writing calls under normal conditions. In addition,
the Portfolio will not buy futures or write puts whose underlying value
exceeds 25% of its total assets, and will not buy calls with a value exceeding
5% of its total assets.
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<PAGE>
APPENDIX (CONTINUED)
Swap Agreements. As one way of managing its exposure to different types of
investments, the Portfolio may enter into interest rate swaps, currency swaps,
and other types of swap agreements such as caps, collars, and floors. In a
typical interest rate swap, one party agrees to make regular payments equal to
a floating interest rate times a "notional principal amount," in return for
payments equal to a fixed rate times the same amount for a specified period of
time. If a swap agreement provides for payments in different currencies, the
parties might agree to exchange the notional principal amount as well. Swaps
may also depend on other prices or rates, such as the value of a index or
mortgage prepayment rates.
Swap agreements are sophisticated hedging instruments that typically involve
a small investment of cash relative to the magnitude of risks assumed. As a
result, swaps can be highly volatile and may have a considerable impact on the
Portfolio's performance. Swap agreements are subject to risks related to the
counterparty's ability to perform, and may decline in value if the
counterparty's creditworthiness deteriorates. The Portfolio may also suffer
losses if it is unable to terminate outstanding swap agreements or reduce its
exposure through offsetting transactions.
Indexed Securities. The Portfolio may invest in indexed securities, includ-
ing inverse floaters, whose value is linked to currencies, interest rates,
commodities, indices, or other financial indicators. Most indexed securities
are short to intermediate term fixed-income securities whose values at matu-
rity or interest rates rise or fall according to the change in one or more
specified underlying instruments. Indexed securities may be positively or neg-
atively indexed (i.e., their value may increase or decrease if the underlying
instrument appreciates), and may have return characteristics similar to direct
investments in the underlying instrument or to one or more options on the
underlying instrument. Indexed securities may be more volatile than the under-
lying instrument itself. No more than 5% of the Portfolio's assets will be
invested in inverse floaters.
Sovereign Debt Obligations. The Portfolio may purchase sovereign debt
instruments issued or guaranteed by foreign governments or their agencies,
including debt of developing countries. Sovereign debt may be in the form of
conventional securities or other types of debt instruments such as loans or
loan participations. Sovereign debt of developing countries may involve a high
degree of risk, and may be in default or present the risk of default. Govern-
mental entities responsible for repayment of the debt may be unable or unwill-
ing to repay principal and interest when due, and may require renegotiation or
rescheduling of debt payments. In addition, prospects for repayment of princi-
pal and interest may depend on political as well as economic factors. Although
some sovereign debt, such as Brady Bonds, is collateralized by U.S. government
securities, repayment of principal and interest is not guaranteed by the U.S.
government.
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<PAGE>
APPENDIX (CONTINUED)
Loans and other direct debt instruments are interests in amounts owed by a
corporate, governmental, or other borrower to another party. They may represent
amounts owed to lenders or lending syndicates (loans and loan participations),
to suppliers of goods or services (trade claims or other receivables), or to
other parties. Direct debt instruments involve the risk of loss in case of
default or insolvency of the borrower and may offer less legal protection to
the Portfolio in the event of fraud or misrepresentation. In addition, loan
participations involve a risk of insolvency of the lending bank or other finan-
cial intermediary. Direct debt instruments may also include standby financing
commitments that obligate the Portfolio to supply additional cash to the bor-
rower on demand.
Floating and Variable Rate Income Securities. Income securities may provide
for floating or variable rate interest or dividend payments. The floating or
variable rate may be determined by reference to a known lending rate, such as a
bank's prime rate, a certificate of deposit rate or the London Inter Bank
Offered Rate (LIBOR). Alternatively, the rate may be determined through an auc-
tion or remarketing process. The rate also may be indexed to changes in the
values of interest rate or securities indexes, currency exchange rates or other
commodities. The amount by which the rate paid on an income security may
increase or decrease may be subject to periodic or lifetime caps. Floating and
variable rate income securities include securities whose rates vary inversely
with changes in market rates of interest. Such securities may also pay a rate
of interest determined by applying a multiple to the variable rate. The extent
of increases and decreases in the value of securities whose rates vary
inversely with changes in market rates of interest generally will be larger
than comparable changes in the value of an equal principal amount of a fixed
rate security having similar credit quality, redemption provisions and maturi-
ty.
Zero Coupon, Discount and Payment-in-Kind Securities. The Portfolio may
invest in "zero coupon" and other deep discount securities of governmental or
private issuers. Zero coupon securities generally pay no cash interest (or div-
idends in the case of preferred stock) to their holders prior to maturity. Pay-
ment-in-kind securities allow the lender, at its option, to make current inter-
est payments on such securities either in cash or in additional securities.
Accordingly, such securities usually are issued and traded at a deep discount
from their face or par value and generally are subject to greater fluctuations
of market value in response to changing interest rates than securities of com-
parable maturities and credit quality that pay cash interest (or dividends in
the case of preferred stock) on a current basis.
Premium Securities. The Portfolio may invest in income securities bearing
coupon rates higher than prevailing market rates. Such "premium" securities are
typically purchased at prices greater than the principal amounts payable on
maturity. The Portfolio will not amortize the premium paid for such securities
in calculating
A-3
<PAGE>
APPENDIX (CONTINUED)
its net investment income. As a result, in such cases the purchase of such
securities provides the Portfolio a higher level of investment income distrib-
utable to shareholders on a current basis than if the Portfolio purchased
securities bearing current market rates of interest. If securities purchased
by the Portfolio at a premium are called or sold prior to maturity, the Port-
folio will recognize a capital loss to the extent the call or sale price is
less than the purchase price. Additionally, the Portfolio will recognize a
capital loss if it holds such securities to maturity.
Yankee Bonds. The Portfolio may invest in U.S. dollar-denominated bonds sold
in the United States by non-U.S. issuers ("Yankee bonds"). As compared with
bonds issued in the United States, such bond issues normally carry a higher
interest rate but are less actively traded.
Borrowings. The Portfolio may borrow from banks up to 25% of the value of
its assets for temporary or emergency purposes, such as to accommodate
requests for the redemption of shares while effecting an orderly liquidation
of portfolio securities or to clear securities transactions and not for
leveraging purposes.
Repurchase Agreements and Securities Loans. The Portfolio may enter into
repurchase agreements on up to 25% of its assets and may lend for a fee port-
folio securities amounting up to one-third of its assets. These transactions
must be fully collateralized at all times, and the investment adviser will
monitor the value of the collateral, which will be marked to the market daily,
to determine that the value is at least 100% of the agreed upon sum to be paid
to the Portfolio. Repurchase agreements and lending of portfolio securities
involve some credit risk to the Portfolio, if the other party defaults on its
obligations, since the Portfolio could be delayed or prevented from recovering
the collateral.
Foreign Repurchase Agreements. In addition to repurchase agreements solely
in U.S. markets, the Portfolio may enter into repurchase agreements with
respect to foreign securities and repurchase agreements denominated in foreign
currencies. Foreign repurchase agreements may be less well secured than repur-
chase agreements in U.S. markets, and may involve greater risks of loss if the
counterparty should default on its obligations. As a result, the creditworthi-
ness of the other party is an especially important concern.
Illiquid Investments. The Portfolio may invest up to 15% of its assets in
illiquid investments. Under the supervision of the Board of Directors, the
investment adviser determines the liquidity of the Portfolio's investments.
The absence of a trading market can make it difficult to ascertain a market
value for illiquid investments. Disposing of illiquid investments may involve
time- consuming negotiation and legal expenses, and it may be difficult or
impossible for a Portfolio to sell them promptly at an acceptable price.
A-4
<PAGE>
APPENDIX (CONCLUDED)
Restricted Securities. The Portfolio may invest no more than 10% of its
total assets in securities which cannot be sold to the public without regis-
tration under the Securities Act of 1933 (restricted securities). Unless reg-
istered for sale, these securities can only be sold in privately negotiated
transactions or pursuant to an exemption from registration. Restricted securi-
ties (excluding securities issued pursuant to Rule 144A of the Securities Act
of 1933) are considered to be illiquid and are subject to the 15% limitation
on investments in illiquid securities.
Delayed-Delivery Transactions. The Portfolio may buy and sell securities on
a when-issued or delayed-delivery basis, with payment and delivery taking
place at a future date. The market value of securities purchased in this way
may change before the delivery date, which could increase fluctuation in the
Portfolio's yield. Although the Portfolio has not established any limit on the
percentage of its assets that may be committed in connection with such trans-
actions, the Portfolio will maintain a segregated account with its custodian
of cash, debt securities of any grade or equity securities, denominated in
U.S. dollars or non-U.S. currencies in an aggregate amount equal to the amount
of its commitment in connection with such purchase transactions; provided such
securities have been determined by the Manager to be liquid and unencumbered,
and are marked to market daily, pursuant to guidelines established by the
Directors.
Structured Notes. The Portfolio may purchase structured notes, which are
over-the-counter debt instruments where the interest rate and/or principal are
indexed to an unrelated indicator (e.g., short-term rates in Japan, the price
of oil). Sometimes the two are inversely related (i.e., as the index goes up,
the coupon rate goes down; inverse floaters are an example of this) and some-
times they may fluctuate to a greater degree than the underlying index (e.g.,
the coupon may change twice as much as the change in the index rate).
Structured notes are often issued by high-grade corporate issuers. There is
often an underlying swap involved; the issuer will receive payments that match
its obligations under the structured note (usually from an investment bank
that puts the deal together) and, in turn, makes more "traditional" payments
to the investment bank (e.g., fixed rate or ordinary floating rate payments).
It is important to note, however, that in such cases the Portfolio would not
be involved in the swap; the issuer of the note would remain obligated even if
its counterparty defaulted.
A-5
<PAGE>
[This page intentionally left blank]
<PAGE>
SMITH BARNEY
----------------------------------
A Member of TravelersGroup [LOGO]
SMITH BARNEY
WORLD FUNDS, INC.
EMERGING MARKETS PORTFOLIO
388 Greenwich Street
New York, New York 10013
FD0875 2/97
PROSPECTUS
SMITH BARNEY
WORLD FUNDS, INC.
International
Equity
Portfolio
FEBRUARY 28, 1997
Prospectus begins on page one
[Logo] Smith Barney Mutual Funds
Investing for your future.
Every day.
<PAGE>
- --------------------------------------------------------------------------------
Prospectus February 28, 1997
- --------------------------------------------------------------------------------
Smith Barney World Funds, Inc.
International Equity Portfolio
388 Greenwich Street
New York, New York 10013
(212) 723-9218
The International Equity Portfolio (the "Portfolio") is one of the
investment portfolios that currently comprise Smith Barney World Funds, Inc.
(the "Fund"). The Portfolio seeks a total return on its assets from growth of
capital and income. The Portfolio seeks to achieve its objective by investing at
least 65% of its assets in a diversified portfolio of equity securities of
established non-United States issuers. The Portfolio may borrow for investment
purposes, which involves certain risk considerations; see "Leverage."
This Prospectus sets forth concisely certain information about the Fund and
the Portfolio, including sales charges, distribution and service fees and
expenses, that prospective investors will find helpful in making an investment
decision. Investors are encouraged to read this Prospectus carefully and retain
it for future reference.
Additional information about the Portfolio is contained in a Statement of
Additional Information dated February 28, 1997, as amended or supplemented from
time to time, that is available upon request and without charge by calling or
writing the Fund at the telephone number or address set forth above or by
contacting a Smith Barney Financial Consultant. The Statement of Additional
Information has been filed with the Securities and Exchange Commission (the
"SEC") and is incorporated by reference into this Prospectus in its entirety.
SMITH BARNEY INC.
Distributor
SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
Investment Manager
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
1
<PAGE>
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
Prospectus Summary 3
- --------------------------------------------------------------------------------
Financial Highlights 9
- --------------------------------------------------------------------------------
Investment Objective and Management Policies 12
- --------------------------------------------------------------------------------
Valuation of Shares 19
- --------------------------------------------------------------------------------
Dividends, Distributions and Taxes 21
- --------------------------------------------------------------------------------
Purchase of Shares 23
- --------------------------------------------------------------------------------
Exchange Privilege 33
- --------------------------------------------------------------------------------
Redemption of Shares 36
- --------------------------------------------------------------------------------
Minimum Account Size 38
- --------------------------------------------------------------------------------
Performance 38
- --------------------------------------------------------------------------------
Management of the Fund 39
- --------------------------------------------------------------------------------
Distributor 41
- --------------------------------------------------------------------------------
Additional Information 41
- --------------------------------------------------------------------------------
================================================================================
No person has been authorized to give any information or to make any
representation in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the Fund or
the Distributor. This Prospectus does not constitute an offer by the Fund or the
Distributor to sell or a solicitation of an offer to buy any of the securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction.
================================================================================
2
<PAGE>
- --------------------------------------------------------------------------------
Prospectus Summary
- --------------------------------------------------------------------------------
The following summary is qualified in its entirety by detailed information
appearing elsewhere in this Prospectus and in the Statement of Additional
Information. Cross references in this summary are to headings in the Prospectus.
See "Table of Contents."
INVESTMENT OBJECTIVE The Portfolio is an open-end, management investment
company whose investment objective is to seek a total return on its assets from
growth of capital and income. The Portfolio seeks to achieve its objective by
investing at least 65% of its assets in a diversified portfolio of equity
securities of established non-United States issuers. See "Investment Objective
and Management Policies."
ALTERNATIVE PURCHASE ARRANGEMENTS The Portfolio offers several classes of
shares ("Classes") to investors designed to provide them with the flexibility of
selecting an investment best suited to their needs. The general public is
offered three Classes of shares: Class A shares, Class B shares and Class C
shares, which differ principally in terms of sales charges and rate of expenses
to which they are subject. A fourth Class of shares, Class Y shares, is offered
only to investors meeting an initial investment minimum of $5,000,000. In
addition, a fifth Class, Class Z shares, which is offered pursuant to a separate
prospectus, is offered exclusively to tax-exempt employee benefit and retirement
plans of Smith Barney Inc. ("Smith Barney") and its affiliates. See "Purchase of
Shares" and "Redemption of Shares."
Class A Shares. Class A shares are sold at net asset value plus an initial
sales charge of up to 5.00% and are subject to an annual service fee of 0.25% of
the average daily net assets of the Class. The initial sales charge may be
reduced or waived for certain purchases. Purchases of Class A shares, which when
combined with current holdings of Class A shares offered with a sales charge
equal or exceed $500,000 in the aggregate, will be made at net asset value with
no initial sales charge, but will be subject to a contingent deferred sales
charge ("CDSC") of 1.00% on redemptions made within 12 months of purchase. See
"Prospectus Summary -- Reduced or No Initial Sales Charge."
Class B Shares. Class B shares are offered at net asset value subject to a
maximum CDSC of 5.00% of redemption proceeds, declining by 1.00% each year after
the date of purchase to zero. This CDSC may be waived for certain redemptions.
Class B shares are subject to an annual service fee of 0.25% and an annual
distribution fee of 0.75% of the average daily net assets of the Class. The
Class B shares' distribution fee may cause that Class to have higher expenses
and pay lower dividends than Class A shares.
Class B Shares Conversion Feature. Class B shares will convert
automatically to Class A shares, based on relative net asset value, eight years
after the date of the original purchase. Upon conversion, these shares will no
longer be subject to an annual distribution fee. In addition, a certain portion
of Class B shares that have been
3
<PAGE>
- --------------------------------------------------------------------------------
Prospectus Summary (continued)
- --------------------------------------------------------------------------------
acquired through the reinvestment of dividends and distributions ("Class B
Dividend Shares") will be converted at that time. See "Purchase of Shares --
Deferred Sales Change Alternatives."
Class C Shares. Class C shares are sold at net asset value with no initial
sales charge. They are subject to an annual service fee of 0.25% and an annual
distribution fee of 0.75% of the average daily net assets of the Class C shares,
and investors pay a CDSC of 1.00% if they redeem Class C shares within 12 months
of purchase. The CDSC may be waived for certain redemptions. The Class C shares'
distribution fee may cause that Class to have higher expenses and pay lower
dividends than Class A shares. Purchases of Portfolio shares, which when
combined with current holdings of Class C shares of the Portfolio equal or
exceed $500,000 in the aggregate, should be made in Class A shares at net asset
value with no sales charge, and will be subject to a CDSC of 1.00% on
redemptions made within 12 months of purchase.
Class Y Shares. Class Y shares are available only to investors meeting an
initial investment minimum of $5,000,000. Class Y shares are sold at net asset
value with no initial sales charge or CDSC. They are not subject to any service
or distribution fees.
In deciding which Class of Portfolio shares to purchase, investors should
consider the following factors, as well as any other relevant facts and
circumstances:
Intended Holding Period. The decision as to which Class of shares is more
beneficial to an investor depends on the amount and intended length of his or
her investment. Shareholders who are planning to establish a program of regular
investment may wish to consider Class A shares; as the investment accumulates
shareholders may qualify for reduced sales charges and the shares are subject to
lower ongoing expenses over the term of the investment. As an alternative, Class
B and Class C shares are sold without any initial sales charge so the entire
purchase price is immediately invested in the Portfolio. Any investment return
on these additional invested amounts may partially or wholly offset the higher
annual expenses of these Classes. Because the Portfolio's future return cannot
be predicted, however, there can be no assurance that this would be the case.
Finally, investors should consider the effect of the CDSC period and any
conversion rights of the Classes in the context of their own investment time
frame. For example, while Class C shares have a shorter CDSC period than Class B
shares, they do not have a conversion feature, and therefore, are subject to an
ongoing distribution fee. Thus, Class B shares may be more attractive than Class
C shares to investors with longer term investment outlooks.
Reduced or No Initial Sales Charge. The initial sales charge on Class A
shares may be waived for certain eligible purchasers, and the entire purchase
price will be immediately invested in the Portfolio. In addition, Class A share
purchases, which when combined with current holdings of Class A shares offered
with a sales charge
4
<PAGE>
- --------------------------------------------------------------------------------
Prospectus Summary (continued)
- --------------------------------------------------------------------------------
equal or exceed $500,000 in the aggregate, will be made at net asset value with
no initial sales charge, but will be subject to a CDSC of 1.00% on redemptions
made within 12 months of purchase. The $500,000 aggregate investment may be met
by adding the purchase to the net asset value of all Class A shares offered with
a sales charge held in funds sponsored by Smith Barney listed under "Exchange
Privilege." Class A share purchases also may be eligible for a reduced initial
sales charge. See "Purchase of Shares." Because the ongoing expenses of Class A
shares may be lower than those for Class B and Class C shares, purchasers
eligible to purchase Class A shares at net asset value or at a reduced sales
charge should consider doing so.
Smith Barney Financial Consultants may receive different compensation for
selling different Classes of shares. Investors should understand that the
purpose of the CDSC on the Class B and Class C shares is the same as that of the
initial sales charge on the Class A shares.
See "Purchase of Shares" and "Management of the Fund" for a complete
description of the sales charges and service and distribution fees for each
Class of shares and "Valuation of Shares," "Dividends, Distributions and Taxes"
and "Exchange Privilege" for other differences between the Classes of shares.
SMITH BARNEY 401(k) AND EXECCHOICE(TM) PROGRAMS Investors may be eligible
to participate in the Smith Barney 401(k) Program, which is generally designed
to assist plan sponsors in the creation and operation of retirement plans under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), as
well as other types of participant directed, tax-qualified employee benefit
plans. Investors may also be eligible to participate in the Smith Barney
ExecChoicee Program. Class A and Class C shares are available without sales
charge as investment alternatives under both of these programs. See "Purchase of
Shares -- Smith Barney 401(k) and ExecChoicee Programs."
PURCHASE OF SHARES Shares may be purchased through a brokerage account
maintained by Smith Barney. Shares may also be purchased through a broker that
clears securities transactions through Smith Barney on a fully disclosed basis
(an "Introducing Broker") or an investment dealer in the selling group. In
addition, certain investors, including qualified retirement plans and certain
other institutional investors, may purchase shares directly from the Fund
through the Fund's transfer agent, First Data Investor Services Group, Inc.
("First Data"). See "Purchase of Shares."
INVESTMENT MINIMUMS Investors in Class A, Class B and Class C shares may
open an account by making an initial investment of at least $1,000 for each
account, or $250 for an individual retirement account ("IRA") or a Self-Employed
Retirement Plan. Investors in Class Y shares may open an account for an initial
investment of $5,000,000. Subsequent investments of at least $50 may be made for
all Classes. For participants in retirement plans qualified under Section
403(b)(7) or Section 401(a) of the Code, the minimum initial investment
requirement for Class A, Class B and Class
5
<PAGE>
- --------------------------------------------------------------------------------
Prospectus Summary (continued)
- --------------------------------------------------------------------------------
C shares and the subsequent investment requirement for all Classes of shares is
$25. The minimum investment requirements for purchases of Portfolio shares
through the Systematic Investment Plan are described below. See "Purchase of
Shares."
SYSTEMATIC INVESTMENT PLAN The Portfolio offers shareholders a Systematic
Investment Plan under which they may authorize the automatic placement of a
purchase order each month or quarter for Portfolio shares. The minimum initial
investment requirement for Class A, Class B and Class C shares and the
subsequent investment requirement for all Classes for shareholders purchasing
shares through the Systematic Investment Plan on a monthly basis is $25 and on a
quarterly basis is $50. See "Purchase of Shares."
REDEMPTION OF SHARES Shares may be redeemed on each day the New York Stock
Exchange, Inc. ("NYSE") is open for business. See "Purchase of Shares" and
"Redemption of Shares."
MANAGEMENT OF THE PORTFOLIO Smith Barney Mutual Funds Management Inc. (the
"Manager") serves as the Portfolio's investment manager. The Manager is a wholly
owned subsidiary of Smith Barney Holdings Inc. ("Holdings"). Holdings is a
wholly owned subsidiary of Travelers Group Inc. ("Travelers"), a diversified
financial services holding company engaged, through its subsidiaries,
principally in four business segments: Investment Services, Consumer Finance
Services, Life Insurance Services and Property & Casualty Insurance Services.
See "Management of the Fund."
EXCHANGE PRIVILEGE Shares of a Class may be exchanged for shares of the
same Class of certain other funds of the Smith Barney Mutual Funds at the
respective net asset values next determined. See "Exchange Privilege."
VALUATION OF SHARES Net asset value of the Portfolio for the prior day
generally is quoted daily in the financial section of most newspapers and is
also available from a Smith Barney Financial Consultant. See "Valuation of
Shares."
DIVIDENDS AND DISTRIBUTIONS Dividends from net investment income and
distributions of net realized capital gains, if any, are declared and paid
annually. See "Dividends, Distributions and Taxes."
REINVESTMENT OF DIVIDENDS Dividends and distributions paid on shares of a
Class will be reinvested automatically, unless otherwise specified by an
investor, in additional shares of the same Class at current net asset value.
Shares acquired by dividend and distribution reinvestments will not be subject
to any sales charge or CDSC. Class B shares acquired through dividend and
distribution reinvestments will become eligible for conversion to Class A shares
on a pro rata basis. See "Dividends, Distributions and Taxes."
RISK FACTORS AND SPECIAL CONSIDERATIONS There can be no assurance that the
Portfolio's investment objective will be achieved. The value of the
6
<PAGE>
- --------------------------------------------------------------------------------
Prospectus Summary (continued)
- --------------------------------------------------------------------------------
Portfolio's investments, and thus the net asset value of the Portfolio's shares,
will fluctuate in response to changes in market and economic conditions, as well
as the financial condition and prospects of issuers in which the Portfolio
invests. The Portfolio will invest in foreign securities. Investments in foreign
securities incur higher costs than investments in U.S. securities, including
higher costs in making securities transactions as well as foreign government
taxes which may reduce the investment return of the Portfolio. In addition,
foreign investments may include additional risks associated with currency
exchange rates, less complete financial information about individual companies,
less market liquidity and political instability. See "Investment Objective and
Management Policies."
THE PORTFOLIO'S EXPENSES The following expense table lists the costs and
expenses an investor will incur either directly or indirectly as a shareholder
of the Portfolio, based on the maximum sales charge or maximum CDSC that may be
incurred at the time of purchase or redemption and the Portfolio's operating
expenses for its most recent fiscal year:
International Equity Portfolio Class A Class B Class C Class Y
- --------------------------------------------------------------------------------
Shareholder Transaction Expenses
Maximum sales charge imposed on purchases
(as a percentage of offering price) ...... 5.00% None None None
Maximum CDSC (as a percentage of original
cost or redemption proceeds, whichever
is lower) ................................ None* 5.00% 1.00% None
Annual Portfolio Operating Expenses
(as a percentage of average net assets)
Management fees ............................ 0.85% 0.85% 0.85% 0.85%
12b-1 fees** ............................... 0.25 1.00 1.00 -
Other expenses*** .......................... 0.25 0.26 0.30 0.11
---- ---- ---- ----
Total Portfolio Operating Expenses ............ 1.35% 2.11% 2.15% 0.96%
- --------------------------------------------------------------------------------
*Purchases of Class A shares, which when combined with current holdings of
Class A shares offered with a sales charge equal or exceed $500,000 in the
aggregate, will be made at net asset value with no sales charge, but will be
subject to a CDSC of 1.00% on redemptions made within 12 months.
**Upon conversion of Class B shares to Class A shares, such shares will no
longer be subject to a distribution fee. Class C shares do not have a conversion
feature and, therefore, are subject to an ongoing distribution fee. As a result,
long-term shareholders of Class C shares may pay more than the economic
equivalent of the maximum front-end sales charge permitted by the National
Association of Securities Dealers, Inc.
***The Portfolio earned credits from the custodian which reduce service
fees incurred. If the credits are taken into consideration, the ratios of
expenses to average net assets for Class A, B, C and Y would be 1.29%, 2.04%,
2.09% and 0.90% respectively.
Class A shares of the Portfolio purchased through the Smith Barney
AssetOne(SM) Program will be subject to an annual asset-based fee, payable
quarterly, in lieu of the initial sales charge. The fee will vary to a maximum
of 1.50%, depending on the amount of assets held through the Program. For more
information, please call your Smith Barney Financial Consultant.
7
<PAGE>
- --------------------------------------------------------------------------------
Prospectus Summary (continued)
- --------------------------------------------------------------------------------
The sales charge and CDSC set forth in the above table are the maximum
charges imposed on purchases or redemptions of Portfolio shares and investors
may actually pay lower or no charges, depending on the amount purchased and, in
the case of Class B, Class C and certain Class A shares, the length of time the
shares are held and whether the shares are held through the Smith Barney 401(k)
or ExecChoicee Programs. See "Purchase of Shares" and "Redemption of Shares."
Smith Barney receives an annual 12b-1 service fee of 0.25% of the value of
average daily net assets of Class A shares. Smith Barney also receives with
respect to Class B and Class C shares an annual 12b-1 fee of 1.00% of the value
of average daily net assets of the respective Classes, consisting of a 0.75%
distribution fee and a 0.25% service fee. "Other expenses" in the above table
include fees for shareholder services, custodial fees, legal and accounting
fees, printing costs and registration fees.
Example
The following example is intended to assist an investor in understanding
the various costs that an investor in the Portfolio will bear directly or
indirectly. The example assumes payment by the Portfolio of operating expenses
at the levels set forth in the table above. See "Purchase of Shares,"
"Redemption of Shares" and "Management of the Fund."
International Equity Portfolio 1 Year 3 Years 5 Years 10 Years*
- --------------------------------------------------------------------------------
An investor would pay the following expenses
on a $1,000 investment, assuming (1) 5.00%
annual return and (2) redemption at the end
of each time period:
Class A.................................. $63 $91 $120 $204
Class B.................................. 71 96 123 225
Class C.................................. 32 67 115 248
Class Y.................................. 10 31 53 118
An investor would pay the following expenses on
the same investment, assuming the same
annual return and no redemption:
Class A.................................. $63 $91 $120 $204
Class B.................................. 21 66 113 225
Class C.................................. 22 67 115 248
Class Y.................................. 10 31 53 118
- --------------------------------------------------------------------------------
* Ten-year figures assume conversion of Class B shares to Class A shares at
the end of the eighth year following the date of purchase.
The example also provides a means for the investor to compare expense
levels of funds with different fee structures over varying investment periods.
To facilitate such comparison, all funds are required to utilize a 5.00% annual
return assumption. However, the Portfolio's actual return will vary and may be
greater or less than 5.00%. This example should not be considered a
representation of past or future expenses and actual expenses may be greater or
less than those shown.
8
<PAGE>
- --------------------------------------------------------------------------------
Financial Highlights
- --------------------------------------------------------------------------------
The following information has been audited by KPMG Peat Marwick LLP,
independent auditors, whose report thereon appears in the Fund's annual report
dated October 31, 1996. The information set out below should be read in
conjunction with the financial statements and related notes that also appear in
the Fund's Annual Report to Shareholders, which is incorporated by reference
into the Statement of Additional Information.
For a share of each class of capital stock outstanding throughout each period:
<TABLE>
<CAPTION>
International Equity Portfolio Period Period
Ended December 31 Ended December 31,
----------------------------- -------------------------
Class A Shares(1) 1996(1) 1995 1994(2)(3) 1993 1992 1991(4)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period $17.15 $18.79 $18.71 $12.35 $12.31 $11.94
- --------------------------------------------------------------------------------------
Income From Operations:
Net Investment Income (Loss) 0.01 0.08* (0.01) (0.01) 0.02 (0.01)
Net Realized and Unrealized
Gain (Loss) 1.65 (1.50) 0.09 6.53 0.04 0.38
- --------------------------------------------------------------------------------------
Total Income (loss) from
Operations 1.66 (1.42) 0.08 6.52 0.06 0.37
- --------------------------------------------------------------------------------------
Less Distributions:
Net Investment Income (0.17) (0.12) -- -- (0.02) --
Net Realized Gains(5) -- (0.10) -- (0.16) -- --
- --------------------------------------------------------------------------------------
Total Distributions (0.17) (0.22) -- (0.16) (0.02) --
- --------------------------------------------------------------------------------------
Net Asset Value, End
of Period $18.64 $17.15 $18.79 $18.71 $12.35 $12.31
- --------------------------------------------------------------------------------------
Total Return# 9.78% (7.44)% 0.43%++ 52.78% 0.49% 3.10%++
- --------------------------------------------------------------------------------------
Net Assets End of
Period (000)'s $513,870 $489,533 $591,598 $355,926 $122,605 $54,958
- --------------------------------------------------------------------------------------
Ratios to Average Net Assets:
Expenses(6) 1.35% 1.36% 1.35%+ 1.35% 1.56% 1.73%+
Net Investment Income (loss) 0.17 0.50 (0.05)+ (0.10) 0.24 0.75+
- --------------------------------------------------------------------------------------
Portfolio Turnover Rate 46% 42.10 34.75% 26.75% 20.11% 1.85%
- --------------------------------------------------------------------------------------
Average Commissions Paid
on equity security
transactions(7) $0.02 $0.01 -- -- -- --
- --------------------------------------------------------------------------------------
</TABLE>
(1) Per share amounts have been calculated using the monthly average shares
method, which more appropriately presents the per share data for the period
since the use of the undistributed net investment income method does not
accord with results of operations.
(2) For the period from January 1, 1994 to October 31, 1994.
(3) On October 10, 1994, the former Class C shares were exchanged into Class A
shares, therefore Class C share activity for the period from January 1,
1994 to October 9, 1994 is included in Class A share activity.
(4) For the period from November 22, 1991 (date of transfer of net assets of
Fenimore International Fund, Inc.) to December 31, 1991.
(5) Distributions from net investment income include short-term capital gains,
if any, for Federal income tax purposes.
(6) During the years ended October 31, 1996 and October 31, 1995 the Portfolio
earned credits from the custodian which reduce service fees incurred. If
the credits are taken into consideration, the ratio of expenses to average
net assets for Class A would be 1.29% and 1.28%, respectively; prior year
numbers have not been restated to reflect these credits..
(7) As of September 1995, the SEC instituted new guidelines requiring the
disclosure of average commissions per share.
+ Annualized.
++ Total return is not annualized, as it may not be representative of the
total return for the year.
# Total returns do not reflect any applicable sales loads or contingent
deferred sales charges.
* Includes realized gains and losses from foreign currency transactions.
9
<PAGE>
- --------------------------------------------------------------------------------
Financial Highlights (continued)
- --------------------------------------------------------------------------------
For a share of each class of capital stock outstanding throughout each period:
<TABLE>
<CAPTION>
Class B Class C
------------------- -----------------------------------------
International Equity Portfolio 1996(1) 1995(2) 1996(1) 1995(3) 1994(4) 1993(5)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period $17.17 $18.38 $16.93 $18.54 $18.58 $12.35
- -------------------------------------------------------------------------------------------------------
Income (Loss) From Operations:
Net Investment Income (Loss) (0.08) 0.06* (0.13) (0.06) (0.11) 0.14
Net Realized and Unrealized
Gain (Loss) 1.60 (1.17) 1.62 (1.45) 0.07 6.25
- -------------------------------------------------------------------------------------------------------
Total Income (Loss) From
Operations 1.52 (1.11) 1.49 (1.51) (0.04) 6.39
- -------------------------------------------------------------------------------------------------------
Less Distributions From:
Net Investment Income (0.04) -- (0.04) -- -- --
Net Realized Gains(6) -- (0.10) -- (0.10) -- (0.16)
- -------------------------------------------------------------------------------------------------------
Total Distributions (0.04) (0.10) (0.04) (0.10) -- (0.16)
- -------------------------------------------------------------------------------------------------------
Net Asset Value, End of
Period $18.65 $17.17 $18.38 $16.93 $18.54 $18.58
- -------------------------------------------------------------------------------------------------------
Total Return# 8.89% (6.00)%+ 8.85% (8.11) (0.22)%+ 51.73%++
- -------------------------------------------------------------------------------------------------------
Net Assets, End of
Period (000s) $212,294 $126,171 $229,514 $240,090 $287,458 $114,951
- -------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
Expenses(7) 2.11% 2.13%+ 2.15% 2.16% 2.10%+ 2.14%+
Net Investment Income (Loss) (0.58) 0.34+ (0.63) (0.34) (0.77)+ (1.08)+
- -------------------------------------------------------------------------------------------------------
Portfolio Turnover Rate 46% 42.10% 46% 42.10% 34.75% 26.75%
- -------------------------------------------------------------------------------------------------------
Average Commissions Paid on
Equity Security Transactions(8) $0.02 $0.01 $0.02 $0.01 -- --
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) Per share amounts have been calculated using the monthly average shares
method, which more appropriately presents the per share data for the period
since the use of the undistributed net investment income method does not
accord with results of operations.
(2) For the period from November 7, 1994 (inception date) to October 31, 1995.
(3) On November 7, 1994, the former Class B shares were renamed Class C shares.
(4) For the period from January 1, 1994 to October 31, 1994.
(5) For the period from January 4, 1993 (inception date) to December 31, 1993.
(6) Distributions from net investment income include short-term capital gains,
if any, for Federal income tax purposes.
(7) During the year ended October 31, 1996 and the period ended October 31,
1995, the Portfolio earned credits from the custodian which reduce service
fees incurred. If the credits are taken into consideration, the ratios of
expenses to average net assets for Class B would be 2.04% and 2.04%+,
respectively, and for Class C would be 2.09% and 2.08%, respectively; prior
year numbers have not been restated to reflect these credits.
(8) As of September 1995, the SEC instituted new guidelines requiring the
disclosure of average commissions per share.
* Includes realized gains and losses from foreign currency transactions.
++ Total return is not annualized, as it may not be representative of the
total return for the year.
+ Annualized.
# Total returns do not reflect any applicable sales loads or contingent
deferred sales charges.
10
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Financial Highlights (continued)
- --------------------------------------------------------------------------------
For a share of each class of capital stock outstanding throughout each period:
Class Y
-------------------------------
International Equity Portfolio 1996(1) 1995(2) 1994(3)
- ------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $17.13 $18.80 $17.64
- ------------------------------------------------------------------------------
Income (Loss) From Operations:
Net Investment Income 0.18 0.10* 0.01
Net Realized and Unrealized
Gain (Loss) 1.54 (1.50) 1.15
- ------------------------------------------------------------------------------
Total Income (Loss) from Operations 1.72 (1.40) 1.16
- ------------------------------------------------------------------------------
Less Distributions From:
Net Investment Income (Loss) (0.21) (0.17) --
Net Realized Gains (Loss)(4) -- (0.10) --
- ------------------------------------------------------------------------------
Total Distributions (0.21) (0.27) --
- ------------------------------------------------------------------------------
Net Asset Value, End of Period $18.64 $17.13 $18.80
- ------------------------------------------------------------------------------
Total Return# 10.19% (7.11)% (6.58)%++
- ------------------------------------------------------------------------------
Net Assets End of Period (000s) $200,427 $97,132 $48,765
- ------------------------------------------------------------------------------
Ratios to Average Net Assets:
Expenses(5) 0.96% 1.06% 1.09%+
Net Investment Income 0.56 0.91 0.29+
- ------------------------------------------------------------------------------
Portfolio Turnover Rate 46% 42.10% 34.75%
==============================================================================
Average Commissions Paid on
Equity Security Transactions(6) $0.02 $0.01 --
==============================================================================
(1) Per share amounts have been calculated using the monthly average shares
method, which more appropriately presents the per share data for the period
since the use of the undistributed net investment income method does not
accord with results of operations.
(2) On November 7, 1994, the Class D shares were renamed Class Y shares.
(3) For the period from June 16, 1994 (inception date) to October 31, 1994.
(4) Distributions from net investment income include short-term capital gains,
if any, for Federal income tax purposes.
(5) During the year ended October 31, 1996 and the period ended October 31,
1995, the Portfolio has earned credits from the custodian which reduce
service fees incurred. If the credits are taken into consideration, the
ratios of expenses to average net assets for Class Y would be 0.90% and
0.98%, respectively; prior year numbers have not been restated to reflect
these credits.
(6) As of September 1995, the SEC instituted new guidelines requiring the
disclosure of average commissions per share.
* Includes realized gains and losses from foreign currency transactions.
++ Total return is not annualized, as it may not be representative of the
total return for the year.
+ Annualized.
# Total returns do not reflect any applicable sales loads or contingent
deferred sales charges.
11
<PAGE>
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Investment Objective and Management Policies
- --------------------------------------------------------------------------------
The investment objective of the Portfolio is to provide a total return on
its assets from growth of capital and income. The Portfolio seeks to achieve its
objective by investing at least 65% of its assets in a diversified portfolio of
equity securities of established non-United States issuers. There can be no
assurance that the investment objective of the Portfolio will be achieved.
Under normal market conditions, the Portfolio invests at least 65% of its
assets in a diversified portfolio of equity securities consisting of dividend
and non-dividend paying common stock, preferred stock, convertible debt and
rights and warrants to such securities and up to 35% of the Portfolio's assets
in bonds, notes and debt securities (consisting of securities issued in the
Eurocurrency markets or obligations of the United States or foreign governments
and their political subdivisions) of established non-United States issuers.
Investments may be made for capital appreciation or for income or any
combination of both for the purpose of achieving a higher overall return than
might otherwise be obtained solely from investing for growth of capital or for
income. There is no limitation on the percent or amount of the Portfolio's
assets which may be invested for growth or income and, therefore, from time to
time the investment emphasis may be placed solely or primarily on growth of
capital or solely or primarily on income.
In seeking to achieve its objective, the Portfolio presently expects to
invest its assets primarily in common stocks of established non-United States
companies which in the opinion of the investment adviser have potential for
growth of capital. However, there is no requirement that the Portfolio invest
exclusively in common stocks or other equity securities and, if deemed
advisable, the Portfolio may invest up to 35% of its assets in bonds, notes and
other debt securities (including securities issued in the Eurocurrency markets
or obligations of the United States or foreign governments and their political
subdivisions). When the investment adviser believes that the return on debt
securities will equal or exceed the return on common stocks, the Portfolio may,
in seeking its objective of total return, substantially increase its holdings
(up to a maximum of 35% of its assets) in such debt securities. In determining
whether the Portfolio will be invested for capital appreciation or for income or
any combination of both, the investment adviser regularly analyzes a broad range
of international equity and fixed income markets in order to assess the degree
of risk and level of return that can be expected from each market.
The Portfolio will generally invest its assets broadly among countries and
will normally have represented in the portfolio business activities in not less
than three different countries. Except as stated below, the Portfolio will
invest at least 65% of its assets in companies organized or governments located
in any area of the world other than the United States, such as the Far East
(e.g., Japan, Hong Kong, Singapore, Malaysia), Western Europe (e.g., United
Kingdom, Germany, the Netherlands, France, Italy, Switzerland), Eastern Europe
(e.g., the Czech Republic, Hungary, Poland, and the countries of the former
Soviet Union), Central and South
12
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Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
America (e.g., Mexico, Chile and Venezuela), Australia, Canada and such other
areas and countries as the investment adviser may determine from time to time.
Allocation of the Portfolio's investments will depend upon the relative
attractiveness of the international markets and particular issuers.
Concentration of the Portfolio's assets in one or a few countries or currencies
will subject the Portfolio to greater risks than if the Portfolio's assets were
not geographically concentrated.
Under unusual economic or market conditions as determined by the investment
adviser, for defensive purposes the Portfolio may temporarily invest all or a
major portion of its assets in U.S. government securities or in debt or equity
securities of companies incorporated in and having their principal business
activities in the United States. To the extent the Portfolio's assets are
invested for temporary defensive purposes, such assets will not be invested in a
manner designed to achieve the Portfolio's investment objective.
In determining the appropriate distribution of investments among various
countries and geographic regions, the investment adviser ordinarily considers
the following factors: prospects for relative economic growth between countries;
expected levels of inflation; government policies influencing business
conditions; the outlook for currency relationships; and the range of individual
investment opportunities available to international investors. In the future, if
any other relevant factors arise they will also be considered. In analyzing
companies for investment, the investment adviser ordinarily looks for one or
more of the following characteristics: an above-average earnings growth per
share; high return on invested capital; healthy balance sheet; sound financial
and accounting policies and overall financial strength; strong competitive
advantages; effective research and product development and marketing; efficient
service; pricing flexibility; strength of management; and general operating
characteristics which will enable the company to compete successfully in its
market place. Ordinarily, the investment adviser will not view a company as
being sufficiently well established to be considered for inclusion in the
Portfolio unless the company, together with any predecessors, has been operating
for at least three fiscal years. However, the Portfolio may invest up to 5% of
its assets in such "unseasoned" issuers.
It is expected that Portfolio securities will ordinarily be traded on a
stock exchange or other market in the country in which the issuer is principally
based, but may also be traded on markets in other countries including, in many
cases, the United States securities exchanges and over-the-counter markets.
To the extent that the Portfolio's assets are not otherwise invested as
described above, the assets may be held in cash, in any currency, or invested in
U.S. as well as foreign high quality money market instruments and equivalents.
The Portfolio's investment objective may be changed only by the "vote of a
majority of the outstanding securities" as defined in the Investment Company Act
13
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
of 1940 (the "1940 Act"). Certain of the Portfolio's investment policies are
non-fundamental and, as such, may be changed by the Board of Directors, provided
such change is not prohibited by the investment restrictions (which are set
forth in the Statement of Additional Information) or applicable law, and any
such change will first be disclosed in the then current prospectus.
INVESTMENT PRACTICES
The Portfolio may utilize from time to time one or more of the investment
practices described below to assist it in reaching its investment objective.
These practices involve potential risks which are summarized below. In addition,
the Statement of Additional Information contains more detailed or additional
information about certain of these practices, the potential risks and/or the
limitations adopted by the Portfolio to reduce such risks.
In order to protect the dollar equivalent value of its portfolio securities
against declines resulting from currency value fluctuations and changes in
interest rate or other market changes, the Portfolio may enter into the
following hedging transactions: forward foreign currency contracts, interest
rate and currency swaps and financial instrument and market index futures
contracts and related options contracts. The Portfolio may also use leverage,
enter into repurchase transactions and lend its portfolio securities.
Currency Transactions. The Portfolio will enter into various currency
transactions, i.e., forward foreign currency contracts, currency swaps, foreign
currency or currency index futures contracts and put and call options on such
contracts or on currencies. A forward foreign currency contract involves an
obligation to purchase or sell a specific currency for a set price at a future
date. A currency swap is an arrangement whereby each party exchanges one
currency for another on a particular date and agrees to reverse the exchange on
a later date at a specific exchange rate. Forward foreign currency contracts and
currency swaps are established in the interbank market conducted directly
between currency traders (usually large commercial banks or other financial
institutions) on behalf of their customers. Futures contracts are similar to
forward contracts except that they are traded on an organized exchange and the
obligations thereunder may be offset by taking an equal but opposite position to
the original contract, with profit or loss determined by the relative prices
between the opening and offsetting positions. The Portfolio may enter into these
currency contracts and swaps in primarily the following circumstances: to "lock
in" the U.S. dollar equivalent price of a security the Portfolio is
contemplating to buy or sell that is denominated in a non-U.S. currency; or to
protect against a decline against the U.S. dollar of the currency of a
particular country to which the Portfolio has exposure. The Portfolio may seek
to achieve the same economic result by utilizing from time to time for such
hedging a currency different from the one of the given portfolio security as
long as, in the view of the investment adviser, such
14
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
currency is essentially correlated to the currency of the relevant portfolio
security based on historic and expected exchange rate patterns.
Interest Rate Transactions. The Portfolio will enter into various interest
rate transactions, i.e., futures contracts in various financial instruments and
interest rate related indices, put and call options on such futures contracts
and on such financial instruments and interest rate swaps. The Portfolio will
enter into these transactions primarily to "lock in" a return or spread on a
particular investment or portion of its portfolio and to protect against any
increase in the price of securities the Portfolio anticipates purchasing at a
later date. Interest rate swaps involve the exchange by the Portfolio with
another party of their respective commitment to pay or receive interest, e.g.,
an exchange of floating-rate payments for fixed-rate payments. The Portfolio
will not enter into an interest rate swap transaction in which its interest
commitment is greater or measured differently than the interest receivable on
specific portfolio securities. Interest rate swaps may be combined with currency
swaps to take advantage of rate differentials in different markets on the same
or similar securities.
The Portfolio may enter into futures contracts and options on futures
contracts for non-hedging purposes, subject to applicable law.
Market Index Transactions. The Portfolio may also enter into various market
index contracts, i.e., index futures contracts on particular non-U.S. securities
markets or industry segments and related put and call options. These contracts
are used primarily to protect the value of the Portfolio's securities against a
decline in a particular market or industry in which it is invested.
General. The Portfolio will engage in the foregoing transactions primarily
as a means to hedge risks associated with management of its portfolio.
Investment in these contracts requires the Portfolio to deposit with the
applicable exchange or other specified financial intermediary as a good faith
deposit for its obligations an amount of cash or specified debt securities which
initially is 1-5% of the face amount of the contract and which thereafter
fluctuates on a periodic basis as the value of the contract fluctuates.
Risks. All of the foregoing transactions present certain risks. In
particular, the variable degree of correlation between price movements of
futures contracts and dollar equivalent price movements in the currency or
security being hedged creates the possibility that losses on the hedge may be
greater than gains in the value of the Portfolio's securities. In addition,
these instruments may not be liquid in all circumstances and are generally
closed out by entering into offsetting transactions rather than by disposing of
the Portfolio's obligations. As a result, in volatile markets, the Portfolio may
not be able to close out a transaction without incurring losses. Although the
contemplated use of these contracts should tend to minimize the risk of loss due
to a decline in the value of the hedged currency or security, at the same time
they tend to limit any potential gain which might result
15
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
from an increase in the value of such currency or security. The successful use
of futures and options is dependent upon the ability of the investment adviser
to predict changes in interest rates. Finally, the daily deposit requirements in
futures contracts create an ongoing greater potential financial risk than do
option purchase transactions, where the exposure is limited to the cost of the
premium for the option. Transactions in futures and options on futures for
non-hedging purposes involve greater risks and could result in losses which are
not offset by gains on other portfolio assets.
With respect to interest rate swaps, the Portfolio recognizes that such
arrangements are relatively illiquid and will include the principal amount of
the obligations owed to it under a swap as an illiquid security for purposes of
the Portfolio's investment restrictions except to the extent a third party (such
as a large commercial bank) has guaranteed the Portfolio's ability to offset the
swap at any time.
Options. The Portfolio may purchase put and call options on securities
which are traded on an exchange in other markets, on currencies and, as
developed from time to time, various futures contracts on market indexes and
other instruments. Purchasing options may increase investment flexibility and
improve total return, but also risks loss of the option premium if an asset the
Portfolio has the option to buy declines in value or if an asset the Portfolio
has the option to sell increases in value. In order to assure that the Portfolio
will not be deemed to be a "commodity pool" for purposes of the Commodity
Exchange Act, regulations of the Commodity Futures Trading Commission ("CFTC")
require that the Portfolio enter into transactions in futures contracts and
options on futures contracts only (i) for bona fide hedging purposes (as defined
in CFTC regulations), or (ii) for non-hedging purposes, provided that the
aggregate initial margin and premiums on such non-hedging positions does not
exceed 5% of the liquidation value of the Portfolio's assets.
Leverage. The Portfolio may borrow from banks, on a secured or unsecured
basis, up to 25% of the value of its assets. If the Portfolio borrows and uses
the proceeds to make additional investments, income and appreciation from such
investments will improve its performance if they exceed the associated borrowing
costs but impair its performance if they are less than such borrowing costs.
This speculative factor is known as "leverage."
Leverage creates an opportunity for increased returns to shareholders of
the Portfolio but, at the same time, creates special risk considerations. For
example, leverage may exaggerate changes in the net asset value of the
Portfolio's shares and in the Portfolio's yield. Although the principal or
stated value of such borrowings will be fixed, the Portfolio assets may change
in value during the time the borrowing is outstanding. Leverage will create
interest or dividend expenses for the Portfolio which can exceed the income from
the assets retained. To the extent
16
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
the income or other gain derived from securities purchased with borrowed funds
exceeds the interest or dividends the Portfolio will have to pay in respect
thereof, the Portfolio's net income or other gain will be greater than if
leverage had not been used. Conversely, if the income or other gain from the
incremental assets is not sufficient to cover the cost of leverage, the net
income or other gain of the Portfolio will be less than if leverage had not been
used. If the amount of income from the incremental securities is insufficient to
cover the cost of borrowing, securities might have to be liquidated to obtain
required funds. Depending on market or other conditions, such liquidations could
be disadvantageous to the Portfolio.
Repurchase Agreements and Lending Securities. The Portfolio may enter into
repurchase agreements up to 25% of its assets and may lend for a fee portfolio
securities amounting up to 15% of its assets. These transactions must be fully
collateralized at all times, and the investment adviser will monitor the value
of the collateral, which will be marked to the market daily, to determine that
the value is at least 100% of the agreed upon sum to be paid to the Portfolio.
Repurchase agreements and lending of portfolio securities involve some credit
risk to the Portfolio, if the other party defaults on its obligations, since the
Portfolio could be delayed or prevented from recovering the collateral. The
Portfolio currently does not expect that it will enter into repurchase
agreements on more than 5% of its assets.
When-Issued and Delayed Delivery Securities. The Portfolio may purchase or
sell securities on a when-issued or delayed delivery basis. When-issued or
delayed delivery transactions arise when securities are purchased or sold by the
Portfolio with payment and delivery taking place in the future in order to
secure what is considered to be an advantageous price and yield to the Portfolio
at the time of entering into the transaction. The Fund's Custodian will
maintain, in a segregated account of the Portfolio, cash, debt securities of any
grade or equity securities, having a value equal to or greater than the
Portfolio's purchase commitments, provided such securities have been determined
by the Manager to be liquid and unencumbered, and are marked to market daily,
pursuant to guidelines established by the Directors. The Custodian will likewise
segregate securities sold on a delayed basis. The payment obligations and the
interest rates that will be received are each fixed at the time the Portfolio
enters into the commitment and no interest accrues to the Portfolio until
settlement. Thus, it is possible that the market value at the time of settlement
could be higher or lower than the purchase price if the general level of
interest rates has changed.
PORTFOLIO TRANSACTIONS AND TURNOVER
Purchases and sales of securities, futures or options on futures on an
exchange (including a board of trade), and options on securities may be effected
through securities brokers or futures commission merchants that charge a
commission for
17
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
their services. Orders may be directed to any broker including, to the extent
and in the manner permitted by applicable law, Smith Barney. In order for Smith
Barney to effect any such transaction for the Fund, the commissions, fees or
other remuneration received by Smith Barney must be reasonable and fair compared
to the commissions, fees or other remuneration paid to other brokers in
connection with comparable transactions involving similar securities, futures or
options on futures being purchased or sold on an exchange during a comparable
period of time. This standard would allow Smith Barney to receive no more than
the remuneration that would be expected to be received by an unaffiliated broker
in a commensurate arms-length transaction. Furthermore, the Board of Directors
of the Fund, including a majority of the Directors who are not "interested"
Directors, has adopted procedures that are reasonably designed to provide that
any commissions, fees or other remuneration paid to Smith Barney are consistent
with the foregoing standard. Brokerage transactions with Smith Barney are also
subject to such fiduciary standards as may be imposed upon Smith Barney by
applicable law.
Although it is anticipated that most investments of the Portfolio will be
long-term in nature, the rate of portfolio turnover will depend upon market and
other conditions, and it will not be a limiting factor when the investment
adviser believes that portfolio changes are appropriate. It is expected that the
Portfolio's annual turnover rate will not exceed 100% in normal circumstances.
Higher portfolio turnover rates can result in corresponding increases in
brokerage commissions for the Portfolio. See "Financial Highlights" for the
Portfolio's annual turnover rate during each year since inception.
RISK FACTORS
Investors should realize that risk of loss is inherent in the ownership of
any securities and that shares of the Portfolio will fluctuate with the market
value of its securities. In addition, concentration of the Portfolio's assets in
one or a few countries or currencies will subject the Portfolio to greater risks
than if the Portfolio's assets were not geographically concentrated.
Non-U.S. Securities. Investments in securities of non-U.S. issuers involve
certain risks not ordinarily associated with investments in securities of
domestic issuers. Such risks include fluctuations in foreign exchange rates,
future political and economic developments, and the possible imposition of
exchange controls or other foreign governmental laws or restrictions. Since the
Portfolio will invest heavily in securities denominated or quoted in currencies
other than the U.S. dollar, changes in foreign currency exchange rates will, to
the extent the Portfolio does not adequately hedge against such fluctuations,
affect the value of securities in its portfolio and the unrealized appreciation
or depreciation of investments so far as U.S. investors are concerned. In
addition, with respect to certain countries, there is the possibility of
expropriation of assets, confiscatory taxation, political or social instability
or diplomatic developments which could adversely affect investments in those
countries.
18
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
There may be less publicly available information about a foreign company
than about a U.S. company, and foreign companies may not be subject to
accounting, auditing, and financial reporting standards and requirements
comparable to or as uniform as those of U.S. companies. Non-U.S. securities
markets, while growing in volume, have, for the most part, substantially less
volume than U.S. markets, and securities of many foreign companies are less
liquid and their prices more volatile than securities of comparable U.S.
companies. Transaction costs on non-U.S. securities markets are generally higher
than in the U.S. There is generally less government supervision and regulation
of exchanges, brokers and issuers than there is in the U.S. The Fund might have
greater difficulty taking appropriate legal action in non-U.S. courts.
Dividend and interest income from non-U.S. securities will generally be
subject to withholding taxes by the country in which the issuer is located and
may not be recoverable by the Portfolio or the investors.
Securities of Developing Countries. A developing country generally is
considered to be a country that is in the initial stages of its
industrialization cycle. Investing in the equity and fixed-income markets of
developing countries involves exposure to economic structures that are generally
less diverse and mature, and to political systems that can be expected to have
less stability, than those of developed countries. Historical experience
indicates that the markets of developing countries have been more volatile than
the markets of the more mature economies of developed countries; however, such
markets often have provided higher rates of return to investors.
One or more of the risks discussed above could affect adversely the economy
of a developing market or the Portfolio's investments in such a market. In
Eastern Europe, for example, upon the accession to power of Communist regimes in
the past, the governments of a number of Eastern European countries expropriated
a large amount of property. The claims of many property owners against those of
governments were never finally settled. There can be no assurance that any
investments that the Portfolio might make in such emerging markets would not be
expropriated, nationalized or otherwise confiscated at some time in the future.
In such an event, the Portfolio could lose its entire investment in the market
involved. Moreover, changes in the leadership of policies of such markets could
halt the expansion or reverse the liberalization of foreign investment policies
now occurring in certain of these markets and adversely affect existing
investment opportunities.
- --------------------------------------------------------------------------------
Valuation of Shares
- --------------------------------------------------------------------------------
The Portfolio's net asset value per share is determined as of the close of
regular trading on the NYSE on each day that the NYSE is open, by dividing the
value of the
19
<PAGE>
- --------------------------------------------------------------------------------
Valuation of Shares (continued)
- --------------------------------------------------------------------------------
Portfolio's net assets attributable to each Class by the total number of shares
of the Class outstanding.
Securities owned by the Portfolio for which market quotations are readily
available are valued at current market value or, in their absence, at fair
value. Securities traded on an exchange are valued at last sales prices on the
principal exchange on which each such security is traded, or if there were no
sales on that exchange on the valuation date, the last quoted sale, up to the
time of valuation, on the other exchanges. If instead there were no sales on the
valuation date with respect to these securities, such securities are valued at
the mean of the latest published closing bid and asked prices. Over-the-counter
securities are valued at last sales price or, if there were no sales that day,
at the mean between the bid and asked prices. Options, futures contracts and
options thereon that are traded on exchanges are also valued at last sales
prices as of the close of the principal exchange on which each is listed or if
there were no such sale on the valuation date, the last quoted sale, up to the
time of valuation, on the other exchanges. In the absence of any sales on the
valuation date, valuation shall be the mean of the latest closing bid and asked
prices. Securities with a remaining maturity of 60 days or less are valued at
amortized cost where the Board has determined that amortized cost is fair value.
Premiums received on the sale of call options will be included in the
Portfolio's net assets, and current market value of such options sold by the
Portfolio will be subtracted from the Portfolio's net assets. Any other
investments of the Portfolio, including restricted securities and listed
securities for which there is a thin market or that trade infrequently (i.e.,
securities for which prices are not readily available), are valued at a fair
value determined by the Board of Directors in good faith. This value generally
is determined as the amount that the Portfolio could reasonably expect to
receive from an orderly disposition of these assets over a reasonable period of
time but in no event more than seven days. The value of any security or
commodity denominated in a currency other than U.S. dollars will be converted
into U.S. dollars at the prevailing market rate as determined by the investment
manager.
Foreign securities trading may not take place on all days on which the NYSE
is open. Further, trading takes place in various foreign markets on days on
which the NYSE is not open. Accordingly, the determination of the net asset
value of the Portfolio may not take place contemporaneously with the
determination of the prices of investments held by such Portfolio. Events
affecting the values of investments that occur between the time their prices are
determined and 4:00 P.M. on each day that the NYSE is open will not be reflected
in the Portfolio's net asset value unless the investment manager, under the
supervision of the Fund's Board of Directors, determines that the particular
event would materially affect net asset value. As a result, the Portfolio's net
asset value may be significantly affected by such trading on days when a
shareholder has no access to the Portfolio.
20
<PAGE>
- --------------------------------------------------------------------------------
Dividends, Distributions and Taxes
- --------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS
The Fund declares and pays income dividends at least annually on shares of
the Portfolio and makes annual distributions of capital gains, if any, on such
shares.
If a shareholder does not otherwise instruct, dividends and capital gain
distributions will be reinvested automatically in additional shares of the same
Class at net asset value, subject to no sales charge or CDSC.
Income dividends and capital gain distributions that are invested are
credited to shareholders' accounts in additional shares at the net asset value
as of the close of business on the payment date. A shareholder may change the
option at any time by notifying his or her Smith Barney Financial Consultant.
Accounts held directly by First Data should notify First Data in writing at
least five business days prior to the payment date to permit the change to be
entered in the shareholder's account.
The per share dividends on Class B and Class C shares of the Portfolio may
be lower than the per share dividends on Class A and Class Y shares principally
as a result of the distribution fee applicable with respect to Class B and Class
C shares. The per share dividends on Class A shares of the Portfolio may be
lower than the per share dividends on Class Y shares principally as a result of
the service fee applicable to Class A shares. Distributions of capital gains, if
any, will be in the same amount for Class A, Class B, Class C and Class Y
shares.
TAXES
The Portfolio intends to qualify as a regulated investment company under
Subchapter M of the Code to be relieved of Federal income tax on that part of
its net investment income and realized capital gains which it pays out to its
shareholders. To qualify, the Portfolio must meet certain tests, including
distributing at least 90% of its investment company taxable income, and deriving
less than 30% of its gross income from the sale or other disposition of certain
investments held for less than three months.
Dividends from net investment income and distributions of realized
short-term capital gains on the sale of securities, whether paid in cash or
automatically invested in additional shares of the Portfolio, are taxable to
shareholders as ordinary income. The Portfolio's dividends will not qualify for
the dividends received deduction for corporations. Dividends and distributions
declared by the Portfolio may also be subject to state and local taxes.
Distributions out of net long-term capital gains (i.e., net long-term capital
gains in excess of net short-term capital losses) are taxable to shareholders as
long-term capital gains. Information as to the tax status of dividends paid or
deemed paid in each calendar year will be mailed to shareholders as early in the
succeeding year as practical but not later than January 31.
Income received by the Portfolio from sources within foreign countries may
be subject to withholding and other taxes imposed by such countries. Tax
conventions
21
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Dividends, Distributions and Taxes (continued)
- --------------------------------------------------------------------------------
between certain countries and the United States may reduce or eliminate such
taxes. It is impossible to determine the rate of foreign tax in advance since
the amount of the Portfolio's assets to be invested in various countries is not
known. Such foreign taxes would reduce the income of the Portfolio distributed
to shareholders.
If, at the end of the Portfolio's taxable year, more than 50% of the value
of the Portfolio's total assets consists of stock or securities of foreign
corporations, the Portfolio may make an election pursuant to which foreign
income taxes paid by it will be treated as paid directly by its shareholders.
The Portfolio will make this election only if it deems the election to be in the
best interests of shareholders, and will notify shareholders in writing each
year if it makes the election and the amount of foreign taxes to be treated as
paid by the shareholders. If the Portfolio makes such an election, the amount of
such foreign taxes would be included in the income of shareholders, and a
shareholder other than a foreign corporation or non-resident alien individual
could claim either a credit or, provided the shareholder itemizes deductions, a
deduction for U.S. federal income tax purposes for such foreign taxes.
Shareholders who choose to utilize a credit (rather than a deduction) for
foreign taxes will be subject to the limitation that the credit may not exceed
the shareholders' U.S. tax (determined without regard to the availability of the
credit) attributable to their total foreign source taxable income. For this
purpose, the portion of dividends and distributions paid by the Portfolio from
its foreign source income will be treated as foreign source income. The
Portfolio's gains and losses from the sale of securities and from certain
foreign currency gains and losses will generally be treated as derived from U.S.
sources. The limitation on the foreign tax credit is applied separately to
foreign source "passive income," such as the portion of dividends received from
the Portfolio that qualifies as foreign source income. In addition, the foreign
tax credit is allowed to offset only 90% of the alternative minimum tax imposed
on corporations and individuals. Because of these limitations, shareholders may
be unable to claim a credit for the full amount of their proportionate share of
the foreign income taxes paid by the Portfolio.
In determining gain or loss, a shareholder who redeems or exchanges shares
in the Portfolio within 90 days of the acquisition of such shares will not be
entitled to include in tax basis the sales charges incurred in acquiring such
shares to the extent of any subsequent reduction in sales charges for investing
in the Portfolio or a different Portfolio of the Fund, such as pursuant to the
rights discussed in "Exchange Privilege."
The Fund is required to withhold and remit to the U.S. Treasury 31% of
dividends, distributions and redemption proceeds to shareholders who fail to
provide a correct taxpayer identification number (the Social Security number in
the case of an individual) or to make the required certifications, or who have
been notified by the Internal Revenue Service that they are subject to backup
withholding and who are
22
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Dividends, Distributions and Taxes (continued)
- --------------------------------------------------------------------------------
not otherwise exempt. The 31% withholding tax is not an additional tax, but is
creditable against a shareholder's federal income tax liability.
Prior to investing in shares of the Portfolio, investors should consult
with their tax advisors concerning the federal, state and local tax consequences
of such an investment.
- --------------------------------------------------------------------------------
Purchase of Shares
- --------------------------------------------------------------------------------
GENERAL
The Portfolio offers five Classes of shares. Class A shares are sold to
investors with an initial sales charge and Class B and Class C shares are sold
without an initial sales charge but are subject to a CDSC payable upon certain
redemptions. Class Y shares are sold without an initial sales charge or CDSC and
are available only to investors investing a minimum of $5,000,000 (except for
purchases of Class Y shares by Smith Barney Concert Series Inc., for which there
is no minimum purchase amount). Class Z shares are offered without a sales
charge, CDSC, service fee or distribution fee, exclusively to tax-exempt
employee benefit and retirement plans of Smith Barney and its affiliates.
Investors meeting these criteria who are interested in acquiring Class Z shares
should contact a Smith Barney Financial Consultant for a Class Z Prospectus. See
"Prospectus Summary -- Alternative Purchase Arrangements" for a discussion of
factors to consider in selecting which Class of shares to purchase.
Purchases of Portfolio shares must be made through a brokerage account
maintained with Smith Barney, an Introducing Broker or an investment dealer in
the selling group. In addition, certain investors, including qualified
retirement plans and certain other institutional investors, may purchase shares
directly from the Fund through First Data. When purchasing shares of the
Portfolio, investors must specify whether the purchase is for Class A, Class B,
Class C or Class Y shares. No maintenance fee will be charged by the Fund in
connection with a brokerage account through which an investor purchases or holds
shares.
Investors in Class A, Class B and Class C shares may open an account by
making an initial investment of at least $1,000 for each account, or $250 for an
IRA or a Self-Employed Retirement Plan in the Portfolio. Investors in Class Y
shares may open an account by making an initial investment of $5,000,000.
Subsequent investments of at least $50 may be made for all Classes. For
participants in retirement plans qualified under Section 403(b)(7) or Section
401(a) of the Code, the minimum initial investment requirement for Class A,
Class B and Class C shares and the subsequent investment requirement for all
Classes in the Portfolio is $25. For shareholders purchasing shares of the
Portfolio through the Systematic
23
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Purchase of Shares (continued)
- --------------------------------------------------------------------------------
Investment Plan on a monthly basis, the minimum initial investment requirement
for Class A, Class B and Class C shares and the subsequent investment
requirement for all Classes is $25. For shareholders purchasing shares of the
Portfolio through the Systematic Investment Plan on a quarterly basis, the
minimum initial investment requirement for Class A, Class B and Class C shares
and the subsequent investment requirement for all Classes is $50. There are no
minimum investment requirements in Class A shares for employees of Travelers and
its subsidiaries, including Smith Barney, Directors or Trustees, of any of the
Smith Barney Mutual Funds, and their spouses and children. The Fund reserves the
right to waive or change minimums, to decline any order to purchase its shares
and to suspend the offering of shares from time to time. Shares purchased will
be held in the shareholder's account by the Fund's transfer agent, First Data.
Share certificates are issued only upon a shareholder's written request to First
Data.
Purchase orders received by the Fund or Smith Barney prior to the close of
regular trading on the NYSE, on any day the Portfolio calculates its net asset
value, are priced according to the net asset value determined on that day (the
"trade date"). Orders received by dealers or introducing brokers prior to the
close of regular trading on the NYSE on any day the Portfolio calculates its net
asset value, are priced according to the net asset value determined on that day,
provided the order is received by the Fund or Smith Barney prior to Smith
Barney's close of business. For shares purchased through Smith Barney or
Introducing Brokers purchasing through Smith Barney, payment for Portfolio
shares is due on the third business day (the "settlement date") after the trade
date. In all other cases, payment must be made with the purchase order.
SYSTEMATIC INVESTMENT PLAN
Shareholders may make additions to their accounts at any time by purchasing
shares through a service known as the Systematic Investment Plan. Under the
Systematic Investment Plan, Smith Barney or First Data is authorized through
preauthorized transfers of at least $25 on a monthly basis or at least $50 on a
quarterly basis to charge the regular bank account or other financial
institution indicated by the shareholder to provide systematic additions to the
shareholder's Portfolio account. A shareholder who has insufficient funds to
complete the transfer will be charged a fee of up to $25 by Smith Barney or
First Data. The Systematic Investment Plan also authorizes Smith Barney to apply
cash held in the shareholder's Smith Barney brokerage account or redeem the
shareholder's shares of a Smith Barney money market fund to make additions to
the account. Additional information is available from the Fund or a Smith Barney
Financial Consultant.
INITIAL SALES CHARGE ALTERNATIVE - CLASS A SHARES
The sales charges applicable to purchases of Class A shares of the
Portfolio are as follows:
24
<PAGE>
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Purchase of Shares (continued)
- --------------------------------------------------------------------------------
Dealers'
Sales Charge Sales Charge Reallowance
% of as % of as % of
Amount of Investment Offering Price Amount Invested Offering Price
- --------------------------------------------------------------------------------
Less than $ 25,000 5.00% 5.26% 4.50%
$ 25,000 - 49,999 4.00 4.17 3.60
50,000 - 99,999 3.50 3.63 3.15
100,000 - 249,999 3.00 3.09 2.70
250,000 - 499,999 2.00 2.04 1.80
500,000 and over * * *
- -------------------------------------------------------------------------------
*Purchases of Class A shares, which when combined with current holdings of Class
A shares offered with a sales charge equal or exceed $500,000 in the aggregate,
will be made at net asset value without any initial sales charge, but will be
subject to a CDSC of 1.00% on redemptions made within 12 months of purchase. The
CDSC on Class A shares is payable to Smith Barney, which compensates Smith
Barney Financial Consultants and other dealers whose clients make purchases of
$500,000 or more. The CDSC is waived in the same circumstances in which the CDSC
applicable to Class B and Class C shares is waived. See "Deferred Sales Charge
Alternatives" and "Waivers of CDSC."
Members of the selling group may receive up to 90% of the sales charge and
may be deemed to be underwriters of the Fund as defined in the Securities Act of
1933, as amended.
The reduced sales charges shown above apply to the aggregate of purchases
of Class A shares of the Portfolio made at one time by "any person," which
includes an individual, his or her spouse and children, or a trustee or other
fiduciary of a single trust estate or single fiduciary account. The reduced
sales charge minimums may also be met by aggregating the purchase with the net
asset value of all Class A shares offered with a sales charge held in funds
sponsored by Smith Barney listed under "Exchange Privilege."
INITIAL SALES CHARGE WAIVERS
Purchases of Class A shares may be made at net asset value without a sales
charge in the following circumstances: (a) sales to (i) Board Members and
employees of Travelers and its subsidiaries and any of the Smith Barney Mutual
Funds (including retired Board Members and employees); the immediate families of
such persons (including the surviving spouse of a deceased Board Member or
employee); and to a pension, profit-sharing or other benefit plan for such
persons and (ii) employees of members of the National Association of Securities
Dealers, Inc., provided such sales are made upon the assurance of the purchaser
that the purchase is made for investment purposes and that the securities will
not be resold except through redemption or repurchase; (b) offers of Class A
shares to any other investment company to effect the combination of such company
with the Portfolio by
25
<PAGE>
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Purchase of Shares (continued)
- --------------------------------------------------------------------------------
merger, acquisition of assets or otherwise; (c) purchases of Class A shares by
any client of a newly employed Smith Barney Financial Consultant (for a period
up to 90 days from the commencement of the Financial Consultant's employment
with Smith Barney), on the condition the purchase of Class A shares is made with
the proceeds of the redemption of shares of a mutual fund which (i) was
sponsored by the Financial Consultant's prior employer, (ii) was sold to the
client by the Financial Consultant and (iii) was subject to a sales charge; (d)
shareholders who have redeemed Class A shares in the Portfolio (or Class A
shares of another fund of the Smith Barney Mutual Funds that are sold with a
maximum 5.00% sales charge) and who wish to reinvest their redemption proceeds
in the Portfolio, provided the reinvestment is made within 60 calendar days of
the redemption; (e) accounts managed by registered investment advisory
subsidiaries of Travelers; (f) purchases of Class A shares by Section 403(b) or
Section 401(a) or (k) accounts associated with Copeland Retirement Programs; (g)
direct rollovers by plan participants of distributions from a 401(k) plan
offered to employees of Travelers or its subsidiaries or a 401(k) plan enrolled
in the Smith Barney 401(k) Program (Note: subsequent investments will be subject
to the applicable sales charge); (h) purchases by separate accounts used to fund
certain unregistered variable annuity contracts; and (i) purchases by investors
participating in a Smith Barney fee-based arrangement. In order to obtain such
discounts, the purchaser must provide sufficient information at the time of
purchase to permit verification that the purchase would qualify for the
elimination of the sales charge.
RIGHT OF ACCUMULATION
Class A shares of the Portfolio may be purchased by "any person" (as
defined above) at a reduced sales charge or at net asset value determined by
aggregating the dollar amount of the new purchase and the total net asset value
of all Class A shares of the Portfolio and of funds sponsored by Smith Barney
which are offered with a sales charge listed under "Exchange Privilege" then
held by such person and applying the sales charge applicable to such aggregate.
In order to obtain such discount, the purchaser must provide sufficient
information at the time of purchase to permit verification that the purchase
qualifies for the reduced sales charge. The right of accumulation is subject to
modification or discontinuance at any time with respect to all shares purchased
thereafter.
GROUP PURCHASES
Upon completion of certain automated systems, a reduced sales charge or
purchase at net asset value will also be available to employees (and partners)
of the same employer purchasing as a group, provided each participant makes the
minimum initial investment required. The sales charge applicable to purchases by
each member of such a group will be determined by the table set forth above
under "Initial Sales Charge Alternative -- Class A Shares," and will be based
upon the
26
<PAGE>
- --------------------------------------------------------------------------------
Purchase of Shares (continued)
- --------------------------------------------------------------------------------
aggregate sales of Class A shares of Smith Barney Mutual Funds offered with a
sales charge to, and share holdings of, all members of the group. To be eligible
for such reduced sales charges or to purchase at net asset value, 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 plan
may, but is not required to, provide for payroll deductions, IRAs or investments
pursuant to retirement plans under Sections 401 or 408 of the Code. Smith Barney
may also offer a reduced sales charge or net asset value purchase for
aggregating related fiduciary accounts under such conditions that Smith Barney
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
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 offered with a sales
charge that have been previously purchased and are still owned by the group,
plus the amount of the current purchase. A "qualified group" is one which (a)
has been in existence for more than six months, (b) has a purpose other than
acquiring Portfolio shares at a discount and (c) satisfies uniform criteria
which enable Smith Barney 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 the Portfolio
and the members, and must agree to include sales and other materials related to
the Portfolio in its publications and mailings to members at no cost to Smith
Barney. In order to obtain such reduced sales charge or to purchase at net asset
value, the purchaser 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 Smith Barney.
LETTER OF INTENT
Class A Shares. A Letter of Intent for amounts of $50,000 or more provides
an opportunity for an investor to obtain a reduced sales charge by aggregating
investments over a 13 month period, provided that the investor refers to such
Letter when placing orders. For purposes of a Letter of Intent, the "Amount of
Investment" as referred to in the preceding sales charge table includes
purchases of all Class A shares of the Portfolio and other funds of the Smith
Barney Mutual Funds offered with a sales charge over the 13 month period based
on the total amount of intended purchases plus the value of all Class A shares
previously purchased and still owned. An alternative is to compute the 13 month
period starting up to 90 days before the date of execution of a Letter of
Intent. Each investment made during the period receives the reduced sales charge
applicable to the total amount of the investment goal. If the goal is not
achieved within the
27
<PAGE>
- --------------------------------------------------------------------------------
Purchase of Shares (continued)
- --------------------------------------------------------------------------------
period, the investor must pay the difference between the sales charges
applicable to the purchases made and the charges previously paid, or an
appropriate number of escrowed shares will be redeemed. Please contact a Smith
Barney Financial Consultant or First Data to obtain a Letter of Intent
application.
Class Y Shares. A Letter of Intent may also be used as a way for investors
to meet the minimum investment requirement for Class Y shares. Such investors
must make an initial minimum purchase of $1,000,000 in Class Y shares of the
Portfolio and agree to purchase a total of $5,000,000 of Class Y shares of the
same Portfolio within six months from the date of the Letter. If a total
investment of $5,000,000 is not made within the six-month period, all Class Y
shares purchased to date will be transferred to Class A shares, where they will
be subject to all fees (including a service fee of 0.25%) and expenses
applicable to the Portfolio's Class A shares, which may include a CDSC of 1.00%.
Please contact a Smith Barney Financial Consultant or First Data for further
information.
DEFERRED SALES CHARGE ALTERNATIVES
CDSC Shares are sold at net asset value next determined without an initial
sales charge so that the full amount of an investor's purchase payment may be
immediately invested in the Portfolio. A CDSC, however, may be imposed on
certain redemptions of these shares. "CDSC Shares" are: (a) Class B shares; (b)
Class C shares; and (c) Class A shares which when combined with Class A shares
offered with a sales charge currently held by an investor equal or exceed
$500,000 in the aggregate.
Any applicable CDSC will be assessed on an amount equal to the lesser of
the original cost of the shares being redeemed or their net asset value at the
time of redemption. CDSC Shares that are redeemed will not be subject to a CDSC
to the extent that the value of such shares represents: (a) capital appreciation
of Portfolio assets; (b) reinvestment of dividends or capital gain
distributions; (c) with respect to Class B shares, shares redeemed more than
five years after their purchase; or (d) with respect to Class C shares and Class
A shares that are CDSC Shares, shares redeemed more than 12 months after their
purchase.
Class C shares and Class A shares that are CDSC Shares are subject to a
1.00% CDSC if redeemed within 12 months of purchase. In circumstances in which
the CDSC is imposed on Class B shares, the amount of the charge will depend on
the number of years since the shareholder made the purchase payment from which
the amount is being redeemed. Solely for purposes of determining the number of
years since a purchase payment, all purchase payments made during a month will
be aggregated and deemed to have been made on the last day of the preceding
Smith Barney statement month. The following table sets forth the rates of the
charge for redemptions of Class B shares by shareholders, except in the case of
Class B shares held under the Smith Barney 401(k) Program, as described below.
See "Purchase of Shares --Smith Barney 401(k) and ExecChoice(TM) Programs."
28
<PAGE>
- --------------------------------------------------------------------------------
Purchase of Shares (continued)
- --------------------------------------------------------------------------------
Year Since Purchase
Payment Was Made CDSC
- --------------------------------------------------------------------------------
First 5.00%
Second 4.00
Third 3.00
Fourth 2.00
Fifth 1.00
Sixth and thereafter 0.00
- --------------------------------------------------------------------------------
Class B shares will convert automatically to Class A shares eight years
after the date on which they were purchased and thereafter will no longer be
subject to any distribution fees. There will also be converted at that time such
proportion of Class B Dividend Shares owned by the shareholder as the total
number of his or her Class B shares converting at the time bears to the total
number of outstanding Class B shares (other than Class B Dividend Shares) owned
by the shareholder. Shareholders who held Class B shares of Smith Barney
Shearson Short-Term World Income Fund (the "Short-Term World Income Fund") on
July 15, 1994 and who subsequently exchange those shares for Class B shares of
the Portfolio will be offered the opportunity to exchange all such Class B
shares for Class A shares of the Portfolio four years after the date on which
those shares were deemed to have been purchased. Holders of such Class B shares
will be notified of the pending exchange in writing approximately 30 days before
the fourth anniversary of the purchase date and, unless the exchange has been
rejected in writing, the exchange will occur on or about the fourth anniversary
date. See "Prospectus Summary -- Alternative Purchase Arrangements -- Class B
Shares Conversion Feature."
In determining the applicability of any CDSC, it will be assumed that a
redemption is made first of shares representing capital appreciation, next of
shares representing the reinvestment of dividends and capital gain distributions
and finally of other shares held by the shareholder for the longest period of
time. The length of time that CDSC Shares acquired through an exchange have been
held will be calculated from the date that the shares exchanged were initially
acquired in one of the other Smith Barney Mutual Funds, and Portfolio shares
being redeemed will be considered to represent, as applicable, capital
appreciation or dividend and capital gain distribution reinvestments in such
other funds. For Federal income tax purposes, the amount of the CDSC will reduce
the gain or increase the loss, as the case may be, on the amount realized on
redemption. The amount of any CDSC will be paid to Smith Barney.
To provide an example, assume an investor purchased 100 Class B shares at
$10 per share for a cost of $1,000. Subsequently, the investor acquired 5
additional shares through dividend reinvestment. During the fifteenth month
after the purchase, the investor decided to redeem $500 of his or her
investment. Assuming at the time of the redemption the net asset value had
appreciated to $12 per share, the value of the investor's shares would be $1,260
(105 shares at $12 per share). The CDSC would not be applied to the amount which
represents appreciation ($200)
29
<PAGE>
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Purchase of Shares (continued)
- --------------------------------------------------------------------------------
and the value of the reinvested dividend shares ($60). Therefore, $240 of the
$500 redemption proceeds ($500 minus $260) would be charged at a rate of 4.00%
(the applicable rate for Class B shares) for a total deferred sales charge of
$9.60.
WAIVERS OF CDSC
The CDSC will be waived on: (a) exchanges (see "Exchange Privilege"); (b)
automatic cash withdrawals in amounts equal to or less than 1.00% per month of
the value of the shareholder's shares at the time the withdrawal plan commences
(see "Automatic Cash Withdrawal Plan") (provided, however, that automatic cash
withdrawals in amounts equal to or less than 2.00% per month of the value of the
shareholder's shares will be permitted for withdrawal plans that were
established prior to November 7, 1994); (c) redemptions of shares within twelve
months following the death or disability of the shareholder; (d) redemption of
shares made in connection with qualified distributions from retirement plans or
IRAs upon the attainment of age 59 1/2; (e) involuntary redemptions; and (f)
redemptions of shares to effect a combination of the Portfolio with any
investment company by merger, acquisition of assets or otherwise. In addition, a
shareholder who has redeemed shares from other funds of the Smith Barney Mutual
Funds may, under certain circumstances, reinvest all or part of the redemption
proceeds within 60 days and receive pro rata credit for any CDSC imposed on the
prior redemption.
CDSC waivers will be granted subject to confirmation (by Smith Barney in
the case of shareholders who are also Smith Barney clients or by First Data in
the case of all other shareholders) of the shareholder's status or holdings, as
the case may be.
SMITH BARNEY 401(K) AND EXECCHOICE(TM) PROGRAMS
Investors may be eligible to participate in the Smith Barney 401(k) Program
or the Smith Barney ExecChoice(TM) Program. To the extent applicable, the same
terms and conditions, which are outlined below, are offered to all plans
participating ("Participating Plans") in these programs.
The Portfolio offers to Participating Plans Class A and Class C shares as
investment alternatives under the Smith Barney 401(k) and ExecChoice(TM)
Programs. Class A and Class C shares acquired through the Participating Plans
are subject to the same service and/or distribution fees as the Class A and
Class C shares acquired by other investors; however, they are not subject to any
initial sales charge or CDSC. Once a Participating Plan has made an initial
investment in the Portfolio, all of its subsequent investments in the Portfolio
must be in the same Class of shares, except as otherwise described below.
Class A Shares. Class A shares of the Portfolio are offered without any
sales charge or CDSC to any Participating Plan that purchases $1,000,000 or more
of Class A shares of one or more funds of the Smith Barney Mutual Funds.
30
<PAGE>
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Purchase of Shares (continued)
- --------------------------------------------------------------------------------
Class C Shares. Class C shares of the Portfolio are offered without any
sales charge or CDSC to any Participating Plan that purchases less than
$1,000,000 of Class C shares of one or more funds of the Smith Barney Mutual
Funds.
401(k) and ExecChoice(TM) Plans Opened On or After June 21, 1996. If, at
the end of the fifth year after the date the Participating Plan enrolled in the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program, a
Participating Plan's total Class C holdings in all non-money market Smith Barney
Mutual Funds equal at least $1,000,000, the Participating Plan will be offered
the opportunity to exchange all of its Class C shares for Class A shares of the
Portfolio. (For Participating Plans that were originally established through a
Smith Barney retail brokerage account, the five-year period will be calculated
from the date the retail brokerage account was opened.) Such Participating Plans
will be notified of the pending exchange in writing within 30 days after the
fifth anniversary of the enrollment date and, unless the exchange offer has been
rejected in writing, the exchange will occur on or about the 90th day after the
fifth anniversary date. If the Participating Plan does not qualify for the
five-year exchange to Class A shares, a review of the Participating Plan's
holdings will be performed each quarter until either the Participating Plan
qualifies or the end of the eighth year.
401(k) Plans Opened Prior to June 21, 1996. In any year after the date a
Participating Plan enrolled in the Smith Barney 401(k) Program, if its total
Class C holdings in all non-money market Smith Barney Mutual Funds equal at
least $500,000 as of the calendar year-end, the Participating Plan will be
offered the opportunity to exchange all of its Class C shares for Class A shares
of the Portfolio. Such Plans will be notified in writing within 30 days after
the last business day of the calendar year and, unless the exchange offer has
been rejected in writing, the exchange will occur on or about the last business
day of the following March.
Any Participating Plan in the Smith Barney 401(k) or ExecChoice(TM)
Program, whether opened before or after June 21, 1996, that has not previously
qualified for an exchange into Class A shares will be offered the opportunity to
exchange all of its Class C shares for Class A shares of the Portfolio
regardless of asset size, at the end of the eighth year after the date the
Participating Plan enrolled in the Smith Barney 401(k) or ExecChoice(TM)
Program. Such Plans will be notified of the pending exchange in writing
approximately 60 days before the eighth anniversary of the enrollment date and,
unless the exchange has been rejected in writing, the exchange will occur on or
about the eighth anniversary date. Once an exchange has occurred, a
Participating Plan will not be eligible to acquire additional Class C shares of
the Portfolio but instead may acquire Class A shares of the Portfolio. Any Class
C shares not converted will continue to be subject to the distribution fee.
Participating Plans wishing to acquire shares of the Portfolio through the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program must
purchase such shares directly from the Transfer Agent. For further information
regarding
31
<PAGE>
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Purchase of Shares (continued)
- --------------------------------------------------------------------------------
these Programs, investors should contact a Smith Barney Financial Consultant.
Existing 401(k) Plans Investing in Class B Shares. Class B shares of the
Portfolio are not available for purchase by Participating Plans opened on or
after June 21, 1996, but may continue to be purchased by any Participating Plan
in the Smith Barney 401(k) Program opened prior to such date and originally
investing in such Class. Class B shares acquired are subject to a CDSC of 3.00%
of redemption proceeds if the Participating Plan terminates within eight years
of the date the Participating Plan first enrolled in the Smith Barney 401(k)
Program.
At the end of the eighth year after the date the Participating Plan
enrolled in the Smith Barney 401(k) Program, the Participating Plan will be
offered the opportunity to exchange all of its Class B shares for Class A shares
of the Portfolio. Such Participating Plan will be notified of the pending
exchange in writing approximately 60 days before the eighth anniversary of the
enrollment date and, unless the exchange has been rejected in writing, the
exchange will occur on or about the eighth anniversary date. Once the exchange
has occurred, a Participating Plan will not be eligible to acquire additional
Class B shares of the Portfolio but instead may acquire Class A shares of the
Portfolio. If the Participating Plan elects not to exchange all of its Class B
shares at that time, each Class B share held by the Participating Plan will have
the same conversion feature as Class B shares held by other investors. See
"Purchase of Shares -- Deferred Sales Charge Alternatives."
No CDSC is imposed on redemptions of Class B shares to the extent that the
net asset value of the shares redeemed does not exceed the current net asset
value of the shares purchased through reinvestment of dividends or capital gain
distributions, plus the current net asset value of Class B shares purchased more
than eight years prior to the redemption, plus increases in the net asset value
of the shareholder's Class B shares above the purchase payments made during the
preceding eight years. Whether or not the CDSC applies to the redemption by a
Participating Plan depends on the number of years since the Participating Plan
first became enrolled in the Smith Barney 401(k) Program, unlike the
applicability of the CDSC to redemptions by other shareholders, which depends on
the number of years since those shareholders made the purchase payment from
which the amount is being redeemed.
The CDSC will be waived on redemptions of Class B shares in connection with
lump-sum or other distributions made by a Participating Plan as a result of: (a)
the retirement of an employee in the Participating Plan; (b) the termination of
employment of an employee in the Participating Plan; (c) the death or disability
of an employee in the Participating Plan; (d) the attainment of age 5911/42 by
an employee in the Participating Plan; (e) hardship of an employee in the
Participating Plan to the extent permitted under Section 401(k) of the Code; or
(f) redemptions of shares in connection with a loan made by the Participating
Plan to an employee.
32
<PAGE>
- --------------------------------------------------------------------------------
Exchange Privilege
- --------------------------------------------------------------------------------
Except as otherwise noted below, shares of each Class may be exchanged for
shares of the same Class in the following funds of the Smith Barney Mutual
Funds, to the extent shares are offered for sale in the shareholder's state of
residence. Exchanges of Class A, Class B and Class C shares are subject to
minimum investment requirements and all shares are subject to the other
requirements of the fund into which exchanges are made.
FUND NAME
- --------------------------------------------------------------------------------
Growth Funds
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Fundamental Value Fund Inc.
Smith Barney Growth Opportunity Fund
Smith Barney Managed Growth Fund
Smith Barney Natural Resources Fund Inc.
Smith Barney Special Equities Fund
Growth and Income Funds
Concert Social Awareness Fund
Smith Barney Convertible Fund
Smith Barney Funds, Inc. -- Equity Income Portfolio
Smith Barney Growth and Income Fund
Smith Barney Premium Total Return Fund
Smith Barney Utilities Fund
Taxable Fixed-Income Funds
** Smith Barney Adjustable Rate Government Income Fund
Smith Barney Diversified Strategic Income Fund
+++ Smith Barney Funds, Inc. -- Short-Term U.S. Treasury Securities Portfolio
Smith Barney Funds, Inc. -- U.S. Government Securities Portfolio
Smith Barney Government Securities Fund
Smith Barney High Income Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Managed Governments Fund Inc.
Tax-Exempt Funds
Smith Barney Arizona Municipals Fund Inc.
Smith Barney California Municipals Fund Inc.
* Smith Barney Intermediate Maturity California Municipals Fund
* Smith Barney Intermediate Maturity New York Municipals Fund
Smith Barney Managed Municipals Fund Inc.
Smith Barney Massachusetts Municipals Fund
33
<PAGE>
- --------------------------------------------------------------------------------
Exchange Privilege (continued)
- --------------------------------------------------------------------------------
Smith Barney Muni Funds -- Florida Portfolio
Smith Barney Muni Funds -- Georgia Portfolio
* Smith Barney Muni Funds -- Limited Term Portfolio
Smith Barney Muni Funds -- National Portfolio
Smith Barney Muni Funds -- New York Portfolio
Smith Barney Muni Funds -- Pennsylvania Portfolio
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney Oregon Municipals Fund
Smith Barney Tax-Exempt Income Fund
International Funds
Smith Barney World Funds, Inc. -- Emerging Markets Portfolio
Smith Barney World Funds, Inc. -- European Portfolio
Smith Barney World Funds, Inc. -- Global Government Bond Portfolio
Smith Barney World Funds, Inc. -- International Balanced Portfolio
Smith Barney World Funds, Inc. -- Pacific Portfolio
Smith Barney Concert Series Inc.
Smith Barney Concert Series Inc. -- Balanced Portfolio
Smith Barney Concert Series Inc. -- Conservative Portfolio
Smith Barney Concert Series Inc. -- Growth Portfolio
Smith Barney Concert Series Inc. -- High Growth Portfolio
Smith Barney Concert Series Inc. -- Income Portfolio
Money Market Funds
+ Smith Barney Exchange Reserve Fund
++ Smith Barney Money Funds, Inc. -- Cash Portfolio
++ Smith Barney Money Funds, Inc. -- Government Portfolio
*** Smith Barney Money Funds, Inc. -- Retirement Portfolio
+++ Smith Barney Municipal Money Market Fund, Inc.
+++ Smith Barney Muni Funds -- California Money Market Portfolio
+++ Smith Barney Muni Funds -- New York Money Market Portfolio
- --------------------------------------------------------------------------------
* Available for exchange with Class A, Class C and Class Y shares of the
Portfolio.
** Available for exchange with Class A, Class B and Class Y shares of the
Portfolio. In addition, shareholders who own Class C shares of the
Portfolio through the Smith Barney 401(k) Program may exchange those shares
for Class C shares of this fund.
*** Available for exchange with Class A shares of the Portfolio.
+ Available for exchange with Class B and Class C shares of the Portfolio.
++ Available for exchange with Class A and Class Y shares of the Portfolio. In
addition, shareholders who own Class C shares of the Portfolio through the
Smith Barney 401(k) or ExecChoice(TM) Programs may exchange those shares
for Class C shares of this fund.
+++ Available for exchange with Class A and Class Y shares of the Portfolio.
34
<PAGE>
- --------------------------------------------------------------------------------
Exchange Privilege (continued)
- --------------------------------------------------------------------------------
Class B Exchanges. In the event a Class B shareholder (unless such
shareholder was a Class B shareholder of the Short-Term World Income Fund on
July 15, 1994) wishes to exchange all or a portion of his or her shares in any
of the funds imposing a CDSC higher than that imposed by the Portfolio, the
exchanged Class B shares will be subject to the higher applicable CDSC. Upon an
exchange, the new Class B shares will be deemed to have been purchased on the
same date as the Class B shares of the Portfolio that have been exchanged.
Class C Exchanges. Upon an exchange, the new Class C shares will be deemed
to have been purchased on the same date as the Class C shares of the Portfolio
that have been exchanged.
Class A and Class Y Exchanges. Class A and Class Y shareholders of the
Portfolio who wish to exchange all or a portion of their shares for shares of
the respective Class in any of the funds identified above may do so without
imposition of any charge.
Additional Information Regarding the Exchange Privilege. Although the
exchange privilege is an important benefit, excessive exchange transactions can
be detrimental to the Portfolio's performance and its shareholders. The Manager
may determine that a pattern of frequent exchanges is excessive and contrary to
the best interests of the Portfolio's other shareholders. In this event, the
Fund may, at its discretion, decide to limit additional purchases and/or
exchanges by the shareholder. Upon such a determination, the Fund will provide
notice in writing or by telephone to the shareholder at least 15 days prior to
suspending the exchange privilege and during the 15 day period the shareholder
will be required to (a) redeem his or her shares in the Portfolio or (b) remain
invested in the Portfolio or exchange into any of the funds of the Smith Barney
Mutual Funds ordinarily available, which position the shareholder would be
expected to maintain for a significant period of time. All relevant factors will
be considered in determining what constitutes an abusive pattern of exchanges.
Certain shareholders may be able to exchange shares by telephone. See
"Redemption of Shares -- Telephone Redemption and Exchange Program." Exchanges
will be processed at the net asset value next determined. Redemption procedures
discussed below are also applicable for exchanging shares, and exchanges will be
made upon receipt of all supporting documents in proper form. If the account
registration of the shares of the fund being acquired is identical to the
registration of the shares of the fund exchanged, no signature guarantee is
required. A capital gain or loss for tax purposes will be realized upon the
exchange, depending upon the cost or other basis of shares redeemed. Before
exchanging shares, investors should read the current prospectus describing the
shares to be acquired. The Portfolio reserves the right to modify or discontinue
exchange privileges upon 60 days' prior notice to shareholders.
35
<PAGE>
- --------------------------------------------------------------------------------
Redemption of Shares
- --------------------------------------------------------------------------------
The Fund is required to redeem the shares of the Portfolio tendered to it,
as described below, at a redemption price equal to their net asset value per
share next determined after receipt of a written request in proper form at no
charge other than any applicable CDSC. Redemption requests received after the
close of regular trading on the NYSE are priced at the net asset value next
determined. If a shareholder holds shares in more than one Class, any request
for redemption must specify the Class being redeemed. In the event of a failure
to specify which Class, or if the investor owns fewer shares of the Class than
specified, the redemption request will be delayed until the Fund's transfer
agent receives further instructions from Smith Barney, or if the shareholder's
account is not with Smith Barney, from the shareholder directly. The redemption
proceeds will be remitted on or before the third business day following receipt
of proper tender, except on any days on which the NYSE is closed or as permitted
under the 1940 Act in extraordinary circumstances. Generally, if the redemption
proceeds are remitted to a Smith Barney brokerage account, these funds will not
be invested for the shareholder's benefit without specific instruction and Smith
Barney will benefit from the use of temporarily uninvested funds. Redemption
proceeds for shares purchased by check, other than a certified or official bank
check, will be remitted upon clearance of the check, which may take up to ten
days or more.
Shares held by Smith Barney as custodian must be redeemed by submitting a
written request to a Smith Barney Financial Consultant. Shares other than those
held by Smith Barney as custodian may be redeemed through an investor's
Financial Consultant, Introducing Broker or dealer in the selling group or by
submitting a written request for redemption to:
Smith Barney World Funds, Inc./International Equity Portfolio
Class A, B, C or Y (please specify)
c/o First Data Investor Services Group, Inc.
P.O. Box 9134
Boston, Massachusetts 02205-9134
A written redemption request must (a) state the Class and number or dollar
amount of shares to be redeemed, (b) identify the shareholder's account number
and (c) be signed by each registered owner exactly as the shares are registered.
If the shares to be redeemed were issued in certificate form, the certificates
must be endorsed for transfer (or be accompanied by an endorsed stock power) and
must be submitted to First Data together with the redemption request. Any
signature appearing on a share certificate,stock power or written redemption
request in excess of $2,000 must be guaranteed by an eligible guarantor
institution, such as a domestic bank, savings and loan institution, domestic
credit union, member bank of the Federal Reserve System or member firm of a
national securities exchange. Written redemption requests of $2,000 or less do
not require a signature guarantee unless more than one such redemption request
is made in any 10-day period or the
36
<PAGE>
- --------------------------------------------------------------------------------
Redemption of Shares (continued)
- --------------------------------------------------------------------------------
redemption proceeds are to be sent to an address other than the address of
record. Unless otherwise directed, redemption proceeds will be mailed to an
investor's address of record. First Data may require additional supporting
documents for redemptions made by corporations, executors, administrators,
trustees or guardians. A redemption request will not be deemed properly received
until First Data receives all required documents in proper form.
AUTOMATIC CASH WITHDRAWAL PLAN
The Portfolio offers shareholders an automatic cash withdrawal plan, under
which shareholders who own shares with a value of at least $10,000 may elect to
receive cash payments of at least $50 monthly or quarterly. Retirement plan
accounts are eligible for automatic cash withdrawal plans only where the
shareholder is eligible to receive qualified distributions and has an account
value of at least $5,000. The withdrawal plan will be carried over on exchanges
between funds or Classes of the Portfolio. Any applicable CDSC will not be
waived on amounts withdrawn by a shareholder that exceed 1.00% per month of the
value of the shareholder's shares subject to the CDSC at the time the withdrawal
plan commences. (With respect to withdrawal plans in effect prior to November 7,
1994, any applicable CDSC will be waived on amounts withdrawn that do not exceed
2.00% per month of the value of the shareholder's shares subject to the CDSC.)
For further information regarding the automatic cash withdrawal plan,
shareholders should contact a Smith Barney Financial Consultant.
TELEPHONE REDEMPTION AND EXCHANGE PROGRAM
Shareholders who do not have a Smith Barney brokerage account may be
eligible to redeem and exchange Fund shares by telephone. To determine if a
shareholder is entitled to participate in this program, he or she should contact
First Data at 1-800-451-2010. Once eligibility is confirmed, the shareholder
must complete and return a Telephone/Wire Authorization Form, along with a
signature guarantee, that will be provided by First Data upon request.
(Alternatively, an investor may authorize telephone redemptions on the new
account application with the applicant's signature guarantee when making his/her
initial investment in the Fund.)
Redemptions. Redemption requests of up to $10,000 of any class or classes
of the Fund's shares, may be made by eligible shareholders by calling First Data
at 1-800-451-2010. Such requests may be made between 9:00 a.m. and 5:00 p.m.
(New York City time) on any day the NYSE is open. Redemption requests received
after the close of regular trading on the NYSE are priced at the net asset value
next determined. Redemptions of shares (i) by retirement plans or (ii) for which
certificates have been issued are not permitted under this program.
A shareholder will have the option of having the redemption proceeds mailed
to his/her address of record or wired to a bank account predesignated by the
37
<PAGE>
- --------------------------------------------------------------------------------
Redemption of Shares (continued)
- --------------------------------------------------------------------------------
shareholder. Generally, redemption proceeds will be mailed or wired, as the case
may be, on the next business day following the redemption request. In order to
use the wire procedures, the bank receiving the proceeds must be a member of the
Federal Reserve System or have a correspondent relationship with a member bank.
The Fund reserves the right to charge shareholders a nominal fee for each wire
redemption. Such charges, if any, will be assessed against the shareholder's
account from which shares were redeemed. In order to change the bank account
designated to receive redemption proceeds, a shareholder must complete a new
Telephone/Wire Authorization Form and, for the protection of the shareholder's
assets, will be required to provide a signature guarantee and certain other
documentation.
Exchanges. Eligible shareholders may make exchanges by telephone if the
account registration of the shares of the fund being acquired is identical to
the registration of the shares of the fund exchanged. Such exchange requests may
be made by calling First Data at 1-800-451-2010 between 9:00 a.m. and 5:00 p.m.
(New York City time) on any day on which the NYSE is open.
Additional Information regarding Telephone Redemption and Exchange Program.
Neither the Fund nor its agents will be liable for following instructions
communicated by telephone that are reasonably believed to be genuine. The Fund
and its agents will employ procedures designed to verify the identity of the
caller and legitimacy of instructions (for example, a shareholder's name and
account number will be required and phone calls may be recorded). The Fund
reserves the right to suspend, modify or discontinue the telephone redemption
and exchange program or to impose a charge for this service at any time
following at least seven (7) days prior notice to shareholders.
- --------------------------------------------------------------------------------
Minimum Account Size
- --------------------------------------------------------------------------------
The Fund reserves the right to involuntarily liquidate any shareholder's
account in the Portfolio if the aggregate net asset value of the shares held in
the Portfolio account is less than $500. (If a shareholder has more than one
account in this Portfolio, each account must satisfy the minimum account size.)
The Fund, however, will not redeem shares based solely on market reductions in
net asset value. Before the Fund exercises such right, shareholders will receive
written notice and will be permitted 60 days to bring accounts up to the minimum
to avoid involuntary liquidation.
- --------------------------------------------------------------------------------
Performance
- --------------------------------------------------------------------------------
From time to time the Fund may advertise the Portfolio's total return and
average annual total return in advertisements. In addition, in other types of
sales literature the Fund may include the Portfolio's current dividend return.
These
38
<PAGE>
- --------------------------------------------------------------------------------
Performance (continued)
- --------------------------------------------------------------------------------
figures are computed separately for Class A, Class B, Class C and Class Y shares
of the Portfolio. These figures are based on historical earnings and are not
intended to indicate future performance. Total return is computed for a
specified period of time assuming deduction of the maximum sales charge from the
initial amount invested and reinvestment of all income dividends and capital
gain distributions on the reinvestment dates at prices calculated as stated in
this Prospectus, then dividing the value of the investment at the end of the
period so calculated by the initial amount invested and subtracting 100%. The
standard average annual total return, as prescribed by the SEC is derived from
this total return, which provides the ending redeemable value. Such standard
total return information may also be accompanied with nonstandard total return
information for differing periods computed in the same manner but without
annualizing the total return or taking sales charges into account. The Portfolio
calculates current dividend return for each Class by dividing the current
dividend by the net asset value or the maximum public offering price (including
sales charge) on the last day of the period for which current dividend return is
presented. The current dividend return for each Class may vary from time to time
depending on market conditions, the composition of the investment portfolio and
operating expenses. These factors and possible differences in the methods used
in calculating current dividend return should be considered when comparing a
Class' current return to yields published for other investment companies and
other investment vehicles. The Portfolio may also include comparative
performance information in advertising or marketing its shares. Such performance
information may include data from Lipper Analytical Services, Inc. and other
financial publications.
- --------------------------------------------------------------------------------
Management of the Fund
- --------------------------------------------------------------------------------
BOARD OF DIRECTORS
Overall responsibility for management and supervision of the Portfolio
rests with the Fund's Board of Directors. The Directors approve all significant
agreements between the Fund and the companies that furnish services to the Fund
and the Portfolio, including agreements with the Fund's distributor, investment
manager, custodian and transfer agent. The day-to-day operations of the
Portfolio are delegated to the Portfolio's investment manager. The Statement of
Additional Information contains background information regarding each Director
and executive officer of the Fund.
MANAGER
The Manager manages the day-to-day operations of the Portfolio pursuant to
a management agreement entered into by the Fund on behalf of the Portfolio under
which the Manager offers the Portfolio advice and assistance with respect to the
39
<PAGE>
- --------------------------------------------------------------------------------
Management of the Fund (continued)
- --------------------------------------------------------------------------------
acquisition, holding or disposal of securities and recommendations with respect
to other aspects and affairs of the Portfolio and furnishes the Portfolio with
bookkeeping, accounting and administrative services, office space and equipment,
and the services of the officers and employees of the Fund. By written agreement
Research and other departments and staff of Smith Barney furnish the Manager
with information, advice and assistance and are available for consultation on
the Fund's Portfolios, thus Smith Barney may also be considered an investment
adviser to the Fund. Smith Barney's services are paid for by the Manager on the
basis of direct and indirect costs to Smith Barney of performing such services;
there is no charge to the Fund for such services. For the Portfolio's last
fiscal year the management fee was 0.85% of the Portfolio's average net assets
and the total operating expenses were 1.35% for Class A shares; 2.11% for Class
B shares; 2.15% for Class C shares; and 0.96% for Class Y shares.
The Manager was incorporated on March 12, 1968 under the laws of Delaware.
As of December 31, 1996 the Manager had aggregate assets under management of
approximately $80 billion. The Manager, Smith Barney and Holdings are each
located at 388 Greenwich Street, New York, New York 10013. The term "Smith
Barney" in the title of the Fund has been adopted by permission of Smith Barney
and is subject to the right of Smith Barney to elect that the Fund stop using
the term in any form or combination of its name.
PORTFOLIO MANAGEMENT
The Portfolio has been managed by Maurits E. Edersheim and a team of
seasoned international equity portfolio managers, who collectively have over 125
years of experience and manage in excess of $2 billion in global equity assets
for other investment companies and managed accounts. Mr. Edersheim is Chairman
and Advisory Director of the Fund and is Deputy Chairman of Smith Barney
International Incorporated. Mr. James Conheady, Mr. Rein van der Does and Mr.
Jeffrey Russell, all Vice Presidents of the Portfolio and Managing Directors of
Smith Barney, are members of the international equity team, and have been
responsible for the day to day operations of the Portfolio, including making all
investment decisions, since November 1991.
Management's discussion and analysis, and additional performance
information regarding the Portfolio during the fiscal year ended October 31,
1996 is included in the Annual Report dated October 31, 1996. A copy of the
Annual Report may be obtained upon request and without charge from a Smith
Barney Financial Consultant or by writing or calling the Fund at the address or
phone number listed on page one of this Prospectus.
40
<PAGE>
- --------------------------------------------------------------------------------
Distributor
- --------------------------------------------------------------------------------
Smith Barney distributes shares of the Portfolio as principal underwriter
and as such conducts a continuous offering pursuant to a "best efforts"
arrangement requiring Smith Barney to take and pay for only such securities as
may be sold to the public. Pursuant to a plan of distribution adopted by the
Portfolio under Rule 12b-1 under the 1940 Act (the "Plan"), Smith Barney is paid
a service fee with respect to Class A, Class B and Class C shares of the
Portfolio at the annual rate of 0.25% of the average daily net assets
attributable to these Classes. Smith Barney is also paid a distribution fee with
respect to Class B and Class C shares at the annual rate of 0.75% of the average
daily net assets attributable to these Classes. Class B shares that
automatically convert to Class A shares eight years after the date of original
purchase will no longer be subject to a distribution fee. The fees are used by
Smith Barney to pay its Financial Consultants for servicing shareholder accounts
and, in the case of Class B and Class C shares, to cover expenses primarily
intended to result in the sale of those shares. These expenses include:
advertising expenses; the cost of printing and mailing prospectuses to potential
investors; payments to and expenses of Smith Barney Financial Consultants and
other persons who provide support services in connection with the distribution
of shares; interest and/or carrying charges; and indirect and overhead costs of
Smith Barney associated with the sale of Portfolio shares, including lease,
utility, communications and sales promotion expenses.
The payments to Smith Barney Financial Consultants for selling shares of a
Class include a commission or fee paid by the investor or Smith Barney at the
time of sale and, with respect to Class A, Class B and Class C shares, a
continuing fee for servicing shareholder accounts for as long as a shareholder
remains a holder of that Class. Smith Barney Financial Consultants may receive
different levels of compensation for selling different Classes of shares.
Payments under the Plan with respect to Class B and Class C shares are not
tied exclusively to the distribution and shareholder services expenses actually
incurred by Smith Barney and the payments may exceed distribution expenses
actually incurred. The Fund's Board of Directors will evaluate the
appropriateness of the Plan and its payment terms on a continuing basis and in
so doing will consider all relevant factors, including expenses borne by Smith
Barney, amounts received under the Plan and proceeds of the CDSC.
- --------------------------------------------------------------------------------
Additional Information
- --------------------------------------------------------------------------------
The Fund, an open-end investment company, was incorporated in Maryland on
March 22, 1991. The Fund has an authorized capital of 1,000,000,000 shares with
a par value of $.001 per share. The Board of Directors has authorized the
issuance of six series of shares, each representing shares in one of six
separate Portfolios and may
41
<PAGE>
- --------------------------------------------------------------------------------
Additional Information (continued)
- --------------------------------------------------------------------------------
authorize the issuance of additional series of shares in the future. The assets
of each Portfolio are segregated and separately managed and a shareholder's
interest is in the assets of the Portfolio in which he or she holds shares.
Class A, Class B, Class C, Class Y and Class Z shares of the Portfolio represent
interests in the assets of the Portfolio and have identical voting, dividend,
liquidation and other rights on the same terms and conditions except that
expenses related to the distribution of each Class of shares are borne solely by
each class and each Class of shares has exclusive voting rights with respect to
provisions of the Fund's Rule 12b-1 distribution plan which pertains to a
particular Class. As described under "Voting" in the Statement of Additional
Information, the Fund ordinarily will not hold meetings of shareholders
annually; however, shareholders have the right to call a meeting upon a vote of
10% of the Fund's outstanding shares for the purpose of voting to remove
directors, and the Fund will assist shareholders in calling such a meeting as
required by the 1940 Act. Shares do not have cumulative voting rights or
preemptive rights and are fully paid, transferable and nonassessable when issued
for payment as described in this Prospectus.
The Chase Manhattan Bank, located at Chase MetroTech Center, Brooklyn, New
York 11245, serves as custodian of the Portfolio's investments.
First Data, located at Exchange Place, Boston, Massachusetts 02109, serves
as the Fund's transfer agent.
The Fund sends its shareholders a semi-annual report and an audited annual
report, which include listings of the investment securities held by the Fund at
the end of the period covered. In an effort to reduce the Fund's printing and
mailing costs, the Fund plans to consolidate the mailing of its semi-annual and
annual reports by household. This consolidation means that a household having
multiple accounts with the identical address of record will receive a single
copy of each report. In addition, the Fund also plans to consolidate the mailing
of its Prospectus so that a shareholder having multiple accounts (that is,
individual, IRA and/or Self-Employed Retirement Plan accounts) will receive a
single Prospectus annually. Shareholders who do not want this consolidation to
apply to their account should contact their Smith Barney Financial Consultant or
the Fund's transfer agent.
42
<PAGE>
SMITH BARNEY
------------
A Member of TravelersGroup[Logo]
Smith Barney
World Funds, Inc.
International
Equity Portfolio
388 Greenwich Street
New York, New York 10013
FD 0667 2/97
PROSPECTUS
SMITH BARNEY
WORLD FUNDS, INC.
International
Equity
Portfolio
Class Z Shares Only
FEBRUARY 28, 1997
Prospectus begins on page one
[Logo] Smith Barney Mutual Funds
Investing for your future.
Every day.
<PAGE>
- --------------------------------------------------------------------------------
Prospectus February 28, 1997
- --------------------------------------------------------------------------------
Smith Barney World Funds, Inc.
International Equity Portfolio
388 Greenwich Street
New York, New York 10013
(212) 723-9218
The International Equity Portfolio (the "Portfolio") is one of five
investment portfolios that currently comprise Smith Barney World Funds, Inc.
(the "Fund"). The Portfolio seeks a total return on its assets from growth of
capital and income. The Portfolio seeks to achieve its objective by investing at
least 65% of its assets in a diversified portfolio of equity securities of
established non-United States issuers. The Portfolio may borrow for investment
purposes, which involves certain risk considerations; see "Leverage."
This Prospectus sets forth concisely certain information about the Fund and
the Portfolio, including expenses, that prospective investors will find helpful
in making an investment decision. Investors are encouraged to read this
Prospectus carefully and retain it for future reference.
The Class Z shares described in this Prospectus are currently offered
exclusively for sale to tax-exempt employee benefit and retirement plans of
Smith Barney Inc. ("Smith Barney") or any of its affiliates ("Qualified Plans").
Additional information about the Portfolio is contained in a Statement of
Additional Information dated February 28, 1997, as amended or supplemented from
time to time, that is available upon request and without charge by calling or
writing the Fund at the telephone number or address set forth above or by
contacting a Smith Barney Financial Consultant. The Statement of Additional
Information has been filed with the Securities and Exchange Commission (the
"SEC") and is incorporated by reference into this Prospectus in its entirety.
SMITH BARNEY INC.
Distributor
SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
Investment Manager
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
1
<PAGE>
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
Portfolio Expenses 3
- --------------------------------------------------------------------------------
Financial Highlights 4
- --------------------------------------------------------------------------------
Investment Objective and Management Policies 5
- --------------------------------------------------------------------------------
Valuation of Shares 13
- --------------------------------------------------------------------------------
Dividends, Distributions and Taxes 14
- --------------------------------------------------------------------------------
Purchase, Exchange and Redemption of Shares 15
- --------------------------------------------------------------------------------
Performance 16
- --------------------------------------------------------------------------------
Management of the Fund 17
- --------------------------------------------------------------------------------
Additional Information 18
- --------------------------------------------------------------------------------
================================================================================
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the Fund or
the Distributor. This Prospectus does not constitute an offer by the Fund or the
Distributor to sell or a solicitation of an offer to buy any of the securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction.
================================================================================
2
<PAGE>
- --------------------------------------------------------------------------------
Portfolio Expenses
- --------------------------------------------------------------------------------
The following expense table lists the costs and expenses an investor will
incur either directly or indirectly as a shareholder of Class Z shares of the
Portfolio, based on operating expenses for Class Z shares for the fiscal year
ended October 31, 1996:
Annual Portfolio Operating Expenses
(as a percentage of average net assets)
Management fees........................... 0.85%
Other expenses............................ 0.11
Total Portfolio Operating Expenses........ 0.96%
The nature of the services for which the Fund pays management fees is
described under "Management of the Fund." "Other expenses" in the above table
include fees for shareholder services, custodial fees, legal and accounting
fees, printing costs and registration fees.
Example
The following example is intended to assist an investor in understanding
the various costs that an investor in the Portfolio will bear directly or
indirectly. The example assumes payment by the Portfolio of operating expenses
at the levels set forth in the table above. See "Purchase and Redemption of
Shares" and "Management of the Fund."
1 Year 3 Years 5 Years 10 Years
An investor would pay the following
expenses on a $1,000 investment in Class
Z shares of the Portfolio, assuming (1)
a 5.00% annual return and (2) redemption
at the end of each time period: $10 $31 $53 $118
The example also provides a means for the investor to compare expense
levels of funds with different fee structures over varying investment periods.
To facilitate such comparison, all funds are required to utilize a 5.00% annual
return assumption. However, the Portfolio's actual return will vary and may be
greater or less than 5.00%. This example should not be considered a
representation of past or future expenses and actual expenses may be greater or
less than those shown.
3
<PAGE>
- --------------------------------------------------------------------------------
Financial Highlights
- --------------------------------------------------------------------------------
The following information has been audited by KPMG Peat Marwick LLP,
independent auditors, whose report thereon appears in the Fund's annual report
dated October 31, 1996. The information set out below should be read in
conjunction with the financial statements and related notes that also appear in
the Fund's Annual Report to Shareholders, which is incorporated by reference
into the Statement of Additional Information.
For a share of capital stock outstanding throughout the period:
International Equity Portfolio 1996(1) 1995(2)
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Year $17.12 $18.38
- --------------------------------------------------------------------------------
Income (Loss) From Operations:
Net investment income 0.14 0.13*
Net realized and unrealized gain (loss) 1.57 (1.12)
- --------------------------------------------------------------------------------
Total Income (Loss) From Operations 1.71 (0.99)
- --------------------------------------------------------------------------------
Less Distributions From:
Net investment income (0.21) (0.17)
Net realized gains (loss)(3) -- (0.10)
- --------------------------------------------------------------------------------
Total Distributions (0.21) (0.27)
- --------------------------------------------------------------------------------
Net Asset Value, End of Period $18.62 $17.12
- --------------------------------------------------------------------------------
Total Return 10.13% (5.01)%++
- --------------------------------------------------------------------------------
Net Assets, End of Year (000s) $119,408 $94,387
- --------------------------------------------------------------------------------
Ratios to Average Net Assets:
Expenses(4) 0.97% 1.10%+
Net investment income 0.55 1.06+
- --------------------------------------------------------------------------------
Portfolio Turnover Rate 46% 42.10%
================================================================================
Average commissions paid on
equity security transactions $0.02 $0.01
================================================================================
(1) Per share amounts have been calculated using the monthly average shares
method, which more appropriately presents the share data for the period
since the use of the undistributed net investment income method does not
accord with results of operations.
(2) For the period from November 7, 1994 (inception date) to October 31, 1995.
(3) Distributions from net investment income include short-term capital gains,
if any, for Federal income tax purposes.
(4) During the year ended October 31, 1996 and the period ended October 31,
1995, the Portfolio has earned credits from the custodian which reduce
service fees incurred. If the credits are taken into consideration, the
ratios of expenses to average net assets for Class Z would be 0.91% and
1.02%+, respectively.
* Includes realized gains and losses from foreign currency transactions.
++ Total return is not annualized, as it may not be representative of the
total return for the year.
+ Annualized.
4
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Investment Objective and Management Policies
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The investment objective of the Portfolio is to provide a total return on
its assets from growth of capital and income. The Portfolio seeks to achieve its
objective by investing at least 65% of its assets in a diversified portfolio of
equity securities of established non-United States issuers. There can be no
assurance that the investment objective of the Portfolio will be achieved.
Under normal market conditions, the Portfolio invests at least 65% of its
assets in a diversified portfolio of equity securities consisting of dividend
and non-dividend paying common stock, preferred stock, convertible debt and
rights and warrants to such securities and up to 35% of the Portfolio's assets
in bonds, notes and debt securities (consisting of securities issued in the
Eurocurrency markets or obligations of the United States or foreign governments
and their political subdivisions) of established non-United States issuers.
Investments may be made for capital appreciation or for income or any
combination of both for the purpose of achieving a higher overall return than
might otherwise be obtained solely from investing for growth of capital or for
income. There is no limitation on the percent or amount of the Portfolio's
assets which may be invested for growth or income and, therefore, from time to
time the investment emphasis may be placed solely or primarily on growth of
capital or solely or primarily on income.
In seeking to achieve its objective, the Portfolio presently expects to
invest its assets primarily in common stocks of established non-United States
companies which in the opinion of the investment adviser have potential for
growth of capital. However, there is no requirement that the Portfolio invest
exclusively in common stocks or other equity securities and, if deemed
advisable, the Portfolio may invest up to 35% of its assets in bonds, notes and
other debt securities (including securities issued in the Eurocurrency markets
or obligations of the United States or foreign governments and their political
subdivisions). When the investment adviser believes that the return on debt
securities will equal or exceed the return on common stocks, the Portfolio may,
in seeking its objective of total return, substantially increase its holdings
(up to a maximum of 35% of its assets) in such debt securities. In determining
whether the Portfolio will be invested for capital appreciation or for income or
any combination of both, the investment adviser regularly analyzes a broad range
of international equity and fixed income markets in order to assess the degree
of risk and level of return that can be expected from each market.
The Portfolio will generally invest its assets broadly among countries and
will normally have represented in the portfolio business activities in not less
than three different countries. Except as stated below, the Portfolio will
invest at least 65% of its assets in companies organized or governments located
in any area of the world other than the United States, such as the Far East
(e.g., Japan, Hong Kong, Singapore, Malaysia), Western Europe (e.g., United
Kingdom, Germany, the Netherlands, France, Italy, Switzerland), Eastern Europe
(e.g., Hungary, Poland, the
5
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Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
Czech Republic and the countries of the former Soviet Union), Central and South
America (e.g., Mexico, Chile and Venezuela), Australia, Canada and such other
areas and countries as the investment adviser may determine from time to time.
Allocation of the Portfolio's investments will depend upon the relative
attractiveness of the international markets and particular issuers.
Concentration of the Portfolio's assets in one or a few countries or currencies
will subject the Portfolio to greater risks than if the Portfolio's assets were
not geographically concentrated.
Under unusual economic or market conditions as determined by the investment
adviser, for defensive purposes the Portfolio may temporarily invest all or a
major portion of its assets in U.S. government securities or in debt or equity
securities of companies incorporated in and having their principal business
activities in the United States. To the extent the Portfolio's assets are
invested for temporary defensive purposes, such assets will not be invested in a
manner designed to achieve the Portfolio's investment objective.
In determining the appropriate distribution of investments among various
countries and geographic regions, the investment adviser ordinarily considers
the following factors: prospects for relative economic growth between countries;
expected levels of inflation; government policies influencing business
conditions; the outlook for currency relationships; and the range of individual
investment opportunities available to international investors. In the future, if
any other relevant factors arise they will also be considered. In analyzing
companies for investment, the investment adviser ordinarily looks for one or
more of the following characteristics: an above-average earnings growth per
share; high return on invested capital; healthy balance sheet; sound financial
and accounting policies and overall financial strength; strong competitive
advantages; effective research and product development and marketing; efficient
service; pricing flexibility; strength of management; and general operating
characteristics which will enable the company to compete successfully in its
market place. Ordinarily, the investment adviser will not view a company as
being sufficiently well established to be considered for inclusion in the
Portfolio unless the company, together with any predecessors, has been operating
for at least three fiscal years. However, the Portfolio may invest up to 5% of
its assets in such "unseasoned" issuers.
It is expected that Portfolio securities will ordinarily be traded on a
stock exchange or other market in the country in which the issuer is principally
based, but may also be traded on markets in other countries including, in many
cases, the United States securities exchanges and over-the-counter markets.
To the extent that the Portfolio's assets are not otherwise invested as
described above, the assets may be held in cash, in any currency, or invested in
U.S. as well as foreign high quality money market instruments and equivalents.
The Portfolio's investment objective may be changed only by the "vote of a
majority of the outstanding securities" as defined in the Investment Company Act
6
<PAGE>
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Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
of 1940 (the "1940 Act"). Certain of the Portfolio's investment policies are
non-fundamental and, as such, may be changed by the Board of Directors, provided
such change is not prohibited by the investment restrictions (which are set
forth in the Statement of Additional Information) or applicable law, and any
such change will first be disclosed in the then current prospectus.
INVESTMENT PRACTICES
The Portfolio may utilize from time to time one or more of the investment
practices described below to assist it in reaching its investment objective.
These practices involve potential risks which are summarized below. In addition,
the Statement of Additional Information contains more detailed or additional
information about certain of these practices, the potential risks and/or the
limitations adopted by the Portfolio to reduce such risks.
In order to protect the dollar equivalent value of its portfolio securities
against declines resulting from currency value fluctuations and changes in
interest rate or other market changes, the Portfolio may enter into the
following hedging transactions: forward foreign currency contracts, interest
rate and currency swaps and financial instrument and market index futures
contracts and related options contracts. The Portfolio may also use leverage,
enter into repurchase transactions and lend its portfolio securities.
Currency Transactions. The Portfolio will enter into various currency
transactions, i.e., forward foreign currency contracts, currency swaps, foreign
currency or currency index futures contracts and put and call options on such
contracts or on currencies. A forward foreign currency contract involves an
obligation to purchase or sell a specific currency for a set price at a future
date. A currency swap is an arrangement whereby each party exchanges one
currency for another on a particular date and agrees to reverse the exchange on
a later date at a specific exchange rate. Forward foreign currency contracts and
currency swaps are established in the interbank market conducted directly
between currency traders (usually large commercial banks or other financial
institutions) on behalf of their customers. Futures contracts are similar to
forward contracts except that they are traded on an organized exchange and the
obligations thereunder may be offset by taking an equal but opposite position to
the original contract, with profit or loss determined by the relative prices
between the opening and offsetting positions. The Portfolio may enter into these
currency contracts and swaps in primarily the following circumstances: to "lock
in" the U.S. dollar equivalent price of a security the Portfolio is
contemplating to buy or sell that is denominated in a non-U.S. currency; or to
protect against a decline against the U.S. dollar of the currency of a
particular country to which the Portfolio has exposure. The Portfolio may seek
to achieve the same economic result by utilizing from time to time for such
hedging a currency different
7
<PAGE>
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Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
from the one of the given portfolio security as long as, in the view of the
investment adviser, such currency is essentially correlated to the currency of
the relevant portfolio security based on historic and expected exchange rate
patterns.
Interest Rate Transactions. The Portfolio will enter into various interest
rate transactions, i.e., futures contracts in various financial instruments and
interest rate related indices, put and call options on such futures contracts
and on such financial instruments and interest rate swaps. The Portfolio will
enter into these transactions primarily to "lock in" a return or spread on a
particular investment or portion of its portfolio and to protect against any
increase in the price of securities the Portfolio anticipates purchasing at a
later date. Interest rate swaps involve the exchange by the Portfolio with
another party of their respective commitment to pay or receive interest, e.g.,
an exchange of floating-rate payments for fixed-rate payments. The Portfolio
will not enter into an interest rate swap transaction in which its interest
commitment is greater or measured differently than the interest receivable on
specific portfolio securities. Interest rate swaps may be combined with currency
swaps to take advantage of rate differentials in different markets on the same
or similar securities.
The Portfolio may enter into futures contracts and options on futures
contracts for non-hedging purposes, subject to applicable law.
Market Index Transactions. The Portfolio may also enter into various market
index contracts, i.e., index futures contracts on particular non-U.S. securities
markets or industry segments and related put and call options. These contracts
are used primarily to protect the value of the Portfolio's securities against a
decline in a particular market or industry in which it is invested.
General. The Portfolio will engage in the foregoing transactions primarily
as a means to hedge risks associated with management of its portfolio.
Investment in these contracts requires the Portfolio to deposit with the
applicable exchange or other specified financial intermediary as a good faith
deposit for its obligations an amount of cash or specified debt securities which
initially is 1-5% of the face amount of the contract and which thereafter
fluctuates on a periodic basis as the value of the contract fluctuates.
Risks. All of the foregoing transactions present certain risks. In
particular, the variable degree of correlation between price movements of
futures contracts and dollar equivalent price movements in the currency or
security being hedged creates the possibility that losses on the hedge may be
greater than gains in the value of the Portfolio's securities. In addition,
these instruments may not be liquid in all circumstances and are generally
closed out by entering into offsetting transactions rather than by disposing of
the Portfolio's obligations. As a result, in volatile markets, the Portfolio may
not be able to close out a transaction without incurring losses. Although the
contemplated use of these contracts should tend to minimize
8
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
the risk of loss due to a decline in the value of the hedged currency or
security, at the same time they tend to limit any potential gain which might
result from an increase in the value of such currency or security. The
successful use of futures and options is dependent upon the ability of the
investment adviser to predict changes in interest rates. Finally, the daily
deposit requirements in futures contracts create an ongoing greater potential
financial risk than do option purchase transactions, where the exposure is
limited to the cost of the premium for the option. Transactions in futures and
options on futures for non-hedging purposes involve greater risks and could
result in losses which are not offset by gains on other portfolio assets.
With respect to interest rate swaps, the Portfolio recognizes that such
arrangements are relatively illiquid and will include the principal amount of
the obligations owed to it under a swap as an illiquid security for purposes of
the Portfolio's investment restrictions except to the extent a third party (such
as a large commercial bank) has guaranteed the Portfolio's ability to offset the
swap at any time.
Options. The Portfolio may purchase put and call options on securities
which are traded on an exchange in other markets, on currencies and, as
developed from time to time, various futures contracts on market indexes and
other instruments. Purchasing options may increase investment flexibility and
improve total return, but also risks loss of the option premium if an asset the
Portfolio has the option to buy declines in value or if an asset the Portfolio
has the option to sell increases in value. In order to assure that the Portfolio
will not be deemed to be a "commodity pool" for purposes of the Commodity
Exchange Act, regulations of the Commodity Futures Trading Commission ("CFTC")
require that the Portfolio enter into transactions in futures contracts and
options on futures contracts only (i) for bona fide hedging purposes (as defined
in CFTC regulations), or (ii) for non-hedging purposes, provided that the
aggregate initial margin and premiums on such non-hedging positions does not
exceed 5% of the liquidation value of the Portfolio's assets.
Leverage. The Portfolio may borrow from banks, on a secured or unsecured
basis, up to 25% of the value of its assets. If the Portfolio borrows and uses
the proceeds to make additional investments, income and appreciation from such
investments will improve its performance if they exceed the associated borrowing
costs but impair its performance if they are less than such borrowing costs.
This speculative factor is known as "leverage."
Leverage creates an opportunity for increased returns to shareholders of
the Portfolio but, at the same time, creates special risk considerations. For
example, leverage may exaggerate changes in the net asset value of the
Portfolio's shares and in the Portfolio's yield. Although the principal or
stated value of such borrowings will be fixed, the Portfolio assets may change
in value during the time the borrowing is outstanding. Leverage will create
interest or dividend expenses for the Portfolio
9
<PAGE>
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Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
which can exceed the income from the assets retained. To the extent the income
or other gain derived from securities purchased with borrowed funds exceeds the
interest or dividends the Portfolio will have to pay in respect thereof, the
Portfolio's net income or other gain will be greater than if leverage had not
been used. Conversely, if the income or other gain from the incremental assets
is not sufficient to cover the cost of leverage, the net income or other gain of
the Portfolio will be less than if leverage had not been used. If the amount of
income from the incremental securities is insufficient to cover the cost of
borrowing, securities might have to be liquidated to obtain required funds.
Depending on market or other conditions, such liquidations could be
disadvantageous to the Portfolio.
Repurchase Agreements and Lending Securities. The Portfolio may enter into
repurchase agreements up to 25% of its assets and may lend for a fee portfolio
securities amounting up to 15% of its assets. These transactions must be fully
collateralized at all times, and the investment adviser will monitor the value
of the collateral, which will be marked to the market daily, to determine that
the value is at least 100% of the agreed upon sum to be paid to the Portfolio.
Repurchase agreements and lending of portfolio securities involve some credit
risk to the Portfolio, if the other party defaults on its obligations, since the
Portfolio could be delayed or prevented from recovering the collateral. The
Portfolio currently does not expect that it will enter into repurchase
agreements on more than 5% of its assets.
When-Issued and Delayed Delivery Securities. The Portfolio may purchase or
sell securities on a when-issued or delayed delivery basis. When-issued or
delayed delivery transactions arise when securities are purchased or sold by the
Portfolio with payment and delivery taking place in the future in order to
secure what is considered to be an advantageous price and yield to the Portfolio
at the time of entering into the transaction. The Fund's Custodian will
maintain, in a segregated account of the Portfolio, cash, debt securities of any
grade or equity securities, having a value equal to or greater than the
Portfolio's purchase commitments, provided such securities have been determined
by the Manager to be liquid and unencumbered, and are marked to market daily,
pursuant to guidelines established by the Directors. The Custodian will likewise
segregate securities sold on a delayed basis. The payment obligations and the
interest rates that will be received are each fixed at the time the Portfolio
enters into the commitment and no interest accrues to the Portfolio until
settlement. Thus, it is possible that the market value at the time of settlement
could be higher or lower then the purchase price of the general level of
interest rates has changed.
PORTFOLIO TRANSACTIONS AND TURNOVER
Purchases and sales of securities, futures or options on futures on an
exchange (including a board of trade), and options on securities may be effected
through securities brokers or futures commission merchants that charge a
commission for their services. Orders may be directed to any broker including,
to the extent and in
10
<PAGE>
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Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
the manner permitted by applicable law, Smith Barney. In order for Smith Barney
to effect any such transaction for the Fund, the commissions, fees or other
remuneration received by Smith Barney must be reasonable and fair compared to
the commissions, fees or other remuneration paid to other brokers in connection
with comparable transactions involving similar securities, futures or options on
futures being purchased or sold on an exchange during a comparable period of
time. This standard would allow Smith Barney to receive no more than the
remuneration that would be expected to be received by an unaffiliated broker in
a commensurate arms-length transaction. Furthermore, the Board of Directors of
the Fund, including a majority of the directors who are not "interested"
directors, has adopted procedures that are reasonably designed to provide that
any commissions, fees or other remuneration paid to Smith Barney are consistent
with the foregoing standard. Brokerage transactions with Smith Barney are also
subject to such fiduciary standards as may be imposed upon Smith Barney by
applicable law.
Although it is anticipated that most investments of the Portfolio will be
long-term in nature, the rate of portfolio turnover will depend upon market and
other conditions, and it will not be a limiting factor when the investment
adviser believes that portfolio changes are appropriate. It is expected that the
Portfolio's annual turnover rate will not exceed 100% in normal circumstances.
Higher portfolio turnover rates can result in corresponding increases in
brokerage commissions for the Portfolio. See "Financial Highlights" for the
Portfolio's annual turnover rate during each year since the inception of Class Z
shares.
RISK FACTORS
Investors should realize that risk of loss is inherent in the ownership of
any securities and that shares of the Portfolio will fluctuate with the market
value of its securities. In addition, concentration of the Portfolio's assets in
one or a few countries or currencies will subject the Portfolio to greater risks
than if the Portfolio's assets were not geographically concentrated.
Non-U.S. Securities. Investments in securities of non-U.S. issuers involve
certain risks not ordinarily associated with investments in securities of
domestic issuers. Such risks include fluctuations in foreign exchange rates,
future political and economic developments, and the possible imposition of
exchange controls or other foreign governmental laws or restrictions. Since the
Portfolio will invest heavily in securities denominated or quoted in currencies
other than the U.S. dollar, changes in foreign currency exchange rates will, to
the extent the Portfolio does not adequately hedge against such fluctuations,
affect the value of securities in its portfolio and the unrealized appreciation
or depreciation of investments so far as U.S. investors are concerned. In
addition, with respect to certain countries, there is the possibility of
expropriation of assets, confiscatory taxation, political or social instability
or diplomatic developments which could adversely affect investments in those
countries.
11
<PAGE>
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Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
There may be less publicly available information about a foreign company
than about a U.S. company, and foreign companies may not be subject to
accounting, auditing, and financial reporting standards and requirements
comparable to or as uniform as those of U.S. companies. Non-U.S. securities
markets, while growing in volume, have, for the most part, substantially less
volume than U.S. markets, and securities of many foreign companies are less
liquid and their prices more volatile than securities of comparable U.S.
companies. Transaction costs on non-U.S. securities markets are generally higher
than in the U.S. There is generally less government supervision and regulation
of exchanges, brokers and issuers than there is in the U.S. The Fund might have
greater difficulty taking appropriate legal action in non-U.S. courts.
Dividend and interest income from non-U.S. securities will generally be
subject to withholding taxes by the country in which the issuer is located and
may not be recoverable by the Portfolio or the investors.
Securities of Developing Countries. A developing country generally is
considered to be a country that is in the initial stages of its
industrialization cycle. Investing in the equity and fixed-income markets of
developing countries involves exposure to economic structures that are generally
less diverse and mature, and to political systems that can be expected to have
less stability, than those of developed countries. Historical experience
indicates that the markets of developing countries have been more volatile than
the markets of the more mature economies of developed countries; however, such
markets often have provided higher rates of return to investors.
One or more of the risks discussed above could affect adversely the economy
of a developing market or the portfolio's investments in such a market. In
Eastern Europe, for example, upon the accession to power of Communist regimes in
the past, the governments of a number of Eastern European countries expropriated
a large amount of property. The claims of many property owners against those
governments were never finally settled. There can be no assurance that any
investments that the Portfolio might make in such emerging markets would not be
expropriated, nationalized or otherwise confiscated at some time in the future.
In such an event, the Portfolio could lose its entire investment in the market
involved. Moreover, changes in the leadership or policies of such markets could
halt the expansion or reverse the liberalization of foreign investment policies
now occurring in certain of these markets and adversely affect existing
investment opportunities.
12
<PAGE>
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Valuation of Shares
- --------------------------------------------------------------------------------
The net asset value per share of Class Z shares is determined as of the
close of regular trading on the New York Stock Exchange, Inc. ("NYSE") on each
day that the NYSE is open, by dividing the value of the Portfolio's net assets
attributable to Class Z by the total number of shares of the Class outstanding.
The per share net asset value of the Class Z shares may be higher than those of
other Classes because of the lower expenses attributable to Class Z shares.
Securities owned by the Portfolio for which market quotations are readily
available are valued at current market value or, in their absence, at fair
value. Securities traded on an exchange are valued at last sales prices on the
principal exchange on which each such security is traded, or if there were no
sales on that exchange on the valuation date, the last quoted sale, up to the
time of valuation, on the other exchanges. If instead there were no sales on the
valuation date with respect to these securities, such securities are valued at
the mean of the latest published closing bid and asked prices. Over-the-counter
securities are valued at last sales price or, if there were no sales that day,
at the mean between the bid and asked prices. Options, futures contracts and
options thereon that are traded on exchanges are also valued at last sales
prices as of the close of the principal exchange on which each is listed or if
there were no such sale on the valuation date, the last quoted sale, up to the
time of valuation, on the other exchanges. In the absence of any sales on the
valuation date, valuation shall be the mean of the latest closing bid and asked
prices. Securities with a remaining maturity of 60 days or less are valued at
amortized cost where the Board has determined that amortized cost is fair value.
Premiums received on the sale of call options will be included in the
Portfolio's net assets, and current market value of such options sold by the
Portfolio will be subtracted from the Portfolio's net assets. Any other
investments of the Portfolio, including restricted securities and listed
securities for which there is a thin market or that trade infrequently (i.e.,
securities for which prices are not readily available), are valued at a fair
value determined by the Board of Directors in good faith. This value generally
is determined as the amount that the Portfolio could reasonably expect to
receive from an orderly disposition of these assets over a reasonable period of
time but in no event more than seven days. The value of any security or
commodity denominated in a currency other than U.S. dollars will be converted
into U.S. dollars at the prevailing market rate as determined by the investment
manager.
Foreign securities trading may not take place on all days on which the NYSE
is open. Further, trading takes place in various foreign markets on days on
which the NYSE is not open. Accordingly, the determination of the net asset
value of the Portfolio may not take place contemporaneously with the
determination of the prices of investments held by such Portfolio. Events
affecting the values of investments that occur between the time their prices are
determined and 4:00 P.M. on each day that the NYSE is open will not be reflected
in the Portfolio's net asset value unless the investment manager, under the
supervision of the Fund's Board of
13
<PAGE>
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Valuation of Shares (continued)
- --------------------------------------------------------------------------------
Directors, determines that the particular
event would materially affect net asset value. As a result, the Portfolio's net
asset value may be significantly affected by such trading on days when a
shareholder has no access to the Portfolio.
- --------------------------------------------------------------------------------
Dividends, Distributions and Taxes
- --------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS
The Fund declares and pays income dividends at least annually on shares of
the Portfolio and makes annual distributions of capital gains, if any, on such
shares.
Unless a shareholder is eligible for qualified distributions and instructs
that dividends and capital gain distributions on shares be paid in cash and
credited to the shareholder's account, dividends and capital gain distributions
will be reinvested automatically in additional shares of the Class at net asset
value as of the close of business on the payment date, subject to no sales
charge or CDSC.
TAXES
The Portfolio intends to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended, to be relieved of
federal income tax on that part of its net investment income and realized
capital gains which it pays out to its shareholders. To qualify, the Portfolio
must meet certain tests, including distributing at least 90% of its investment
company taxable income, and deriving less than 30% of its gross income from the
sale or other disposition of certain investments held for less than three
months.
Dividends from net investment income and distributions of realized
short-term capital gains on the sale of securities, whether paid in cash or
automatically invested in additional shares of the Portfolio, are taxable to
shareholders of the Portfolio as ordinary income. The Portfolio's dividends will
not qualify for the dividends received deduction for corporations. Dividends and
distributions declared by the Portfolio may also be subject to state and local
taxes. Distributions out of net long-term capital gains (i.e., net long-term
capital gains in excess of net short-term capital losses) are taxable to
shareholders as long-term capital gains. Information as to the tax status of
dividends paid or deemed paid in each calendar year will be mailed to
shareholders as early in the succeeding year as practical but not later than
January 31.
Income received by the Portfolio from sources within foreign countries may
be subject to withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. It is impossible to determine the rate of foreign tax in
advance since the amount of the Portfolio's assets to be invested in various
countries is not known. Such foreign taxes would reduce the income of the
Portfolio distributed to shareholders.
14
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Dividends, Distributions and Taxes (continued)
- --------------------------------------------------------------------------------
If, at the end of the Portfolio's taxable year, more than 50% of the value
of the Portfolio's total assets consists of stock or securities of foreign
corporations, the Portfolio may make an election pursuant to which foreign
income taxes paid by it will be treated as paid directly by its shareholders.
The Portfolio will make this election only if it deems the election to be in the
best interests of shareholders, and will notify shareholders in writing each
year if it makes the election and the amount of foreign taxes to be treated as
paid by the shareholders. If the Portfolio makes such an election, the amount of
such foreign taxes would be included in the income of shareholders, and a
shareholder other than a foreign corporation or non-resident alien individual
could claim either a credit or, provided the shareholder itemizes deductions, a
deduction for U.S. federal income tax purposes for such foreign taxes.
Shareholders who choose to utilize a credit (rather than a deduction) for
foreign taxes will be subject to the limitation that the credit may not exceed
the shareholders' U.S. tax (determined without regard to the availability of the
credit) attributable to their total foreign source taxable income. For this
purpose, the portion of dividends and distributions paid by the Portfolio from
its foreign source income will be treated as foreign source income. The
Portfolio's gains and losses from the sale of securities and from certain
foreign currency gains and losses will generally be treated as derived from U.S.
sources. The limitation on the foreign tax credit is applied separately to
foreign source "passive income," such as the portion of dividends received from
the Portfolio that qualifies as foreign source income. In addition, the foreign
tax credit is allowed to offset only 90% of the alternative minimum tax imposed
on corporations and individuals. Because of these limitations, shareholders may
be unable to claim a credit for the full amount of their proportionate share of
the foreign income taxes paid by the Portfolio.
Shareholders should consult their plan document or tax advisers about the
tax consequences associated with participating in a Qualified Plan.
- --------------------------------------------------------------------------------
Purchase, Exchange and Redemption of Shares
- --------------------------------------------------------------------------------
Purchases of the Portfolio's Class Z shares must be made in accordance with
the terms of a Qualified Plan. Purchases are effected at the net asset value
next determined after a purchase order is received by Smith Barney (the "trade
date"). Payment is due to Smith Barney on the third business day (the
"settlement date") after the trade date. Investors who make payment prior to the
settlement date may designate a temporary investment (such as a money market
fund of the Smith Barney Mutual Funds) for such payment until settlement date.
The Fund reserves the right to reject any purchase order and to suspend the
offering of shares for a period of time. There are no minimum investment
requirements for Class Z shares; however, the Fund reserves the right to vary
this policy at any time.
15
<PAGE>
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Purchase, Exchange and Redemption of Shares (continued)
- --------------------------------------------------------------------------------
Purchase orders received by Smith Barney prior to the close of regular
trading on the NYSE on any day that the Portfolio calculates its net asset
value, are priced according to the net asset value determined on that day.
Orders received after the close of regular trading on the NYSE are priced as of
the time that the net asset value per share is next determined. See "Valuation
of Shares." Certificates for Portfolio shares are issued upon request to the
Fund's transfer agent.
Shareholders may redeem their shares on any day on which the Portfolio
calculates its net asset value. See "Valuation of Shares." Redemption requests
received in proper form prior to the close of regular trading on the NYSE are
priced at the net asset value per share determined on that day. Redemption
requests received after the close of regular trading on the NYSE are priced at
the net asset value as next determined. Shareholders acquiring Class Z shares
should consult the terms of their Qualified Plan for redemption provisions.
Holders of Class Z shares should consult their Qualified Plans for
information about available exchange options.
- --------------------------------------------------------------------------------
Performance
- --------------------------------------------------------------------------------
From time to time the Portfolio may include its total return and average
annual total return for Class Z share in advertisements. In addition, in other
types of sales literature the Portfolio may include its current dividend return.
These figures are based on historical earnings and are not intended to indicate
future performance. Total return is computed for a specified period of time
assuming deduction of the maximum sales charge, if any, from the initial amount
invested and reinvestment of all income dividends and capital gain distributions
on the reinvestment dates at prices calculated as stated in this Prospectus,
then dividing the value of the investment at the end of the period so calculated
by the initial amount invested and subtracting 100%. The standard average annual
total return, as prescribed by the SEC is derived from this total return, which
provides the ending redeemable value. Such standard total return information may
also be accompanied with nonstandard total return information for differing
periods computed in the same manner but without annualizing the total return or
taking sales charges into account. The Portfolio calculates current dividend
return for Class Z by dividing the current dividend by the net asset value on
the last day of the period for which current dividend return is presented. The
current dividend return may vary from time to time depending on market
conditions, the composition of the investment portfolio and operating expenses.
These factors and possible differences in the methods used in calculating
current dividend return should be considered when comparing the Portfolio's
current return to yields published for other investment companies and other
investment vehicles. The Portfolio may also include comparative performance
information in advertising or marketing the Class Z shares. Such performance
information may include data from Lipper Analytical Services, Inc. and other
financial publications.
16
<PAGE>
- --------------------------------------------------------------------------------
Management of the Fund
- --------------------------------------------------------------------------------
BOARD OF DIRECTORS
Overall responsibility for management and supervision of the Portfolio
rests with the Fund's Board of Directors. The Directors approve all significant
agreements between the Fund and the companies that furnish services to the Fund
and the Portfolio, including agreements with the Fund's distributor, investment
manager, custodian and transfer agent. The day-to-day operations of the
Portfolio are delegated to its investment manager. The Statement of Additional
Information contains background information regarding each Director and
executive officer of the Fund.
MANAGER
Smith Barney Mutual Funds Management Inc. (the "Manager") manages the
day-to-day operations of the Portfolio pursuant to a management agreement
entered into by the Fund on behalf of the Portfolio under which the Manager
offers the Portfolio advice and assistance with respect to the acquisition,
holding or disposal of securities and recommendations with respect to other
aspects and affairs of the Portfolio and furnishes the Portfolio with
bookkeeping, accounting and administrative services, office space and equipment,
and the services of the officers and employees of the Fund. By written agreement
research and other departments and staff of Smith Barney furnish the Manager
with information, advice and assistance and are available for consultation on
the Fund's Portfolios, thus Smith Barney may also be considered an investment
adviser to the Fund. Smith Barney's services are paid for by the Manager on the
basis of direct and indirect costs to Smith Barney of performing such services;
there is no charge to the Fund for such services. The management fee for the
Portfolio is 0.85% of average net assets and the total operating expenses were
0.96% for Class Z Shares for the period ended October 31, 1996.
The Manager is a wholly owned subsidiary of Smith Barney Holdings Inc.
("Holdings"). Holdings is a wholly owned subsidiary of Travelers Group, Inc.
("Travelers"), a diversified financial services holding company engaged, through
its subsidiaries, principally in four business segments: Investment Services,
Consumer Finance Services, Life Insurance Services and Property & Casualty
Insurance Services. As of December 31, 1996 the Manager had aggregate assets
under management of approximately $80 billion.
The Manager was incorporated on March 12, 1968 under the laws of Delaware.
The Manager, Smith Barney and Holdings are each located at 388 Greenwich Street,
New York, New York 10013. The term "Smith Barney" in the title of the Fund has
been adopted by permission of Smith Barney and is subject to the right of Smith
Barney to elect that the Fund stop using the term in any form or combination of
its name.
17
<PAGE>
- --------------------------------------------------------------------------------
Management of the Fund (continued)
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT
The Portfolio has been managed by Maurits E. Edersheim and a team of
seasoned international equity portfolio managers, who collectively have over 125
years of experience and manage in excess of $2 billion of global equity assets
for other investment companies and managed accounts. Mr. Edersheim is Chairman
and Advisory Director of the Fund and is Deputy Chairman of Smith Barney
International Incorporated. Mr. James Conheady, Mr. Rein Van der Does and Mr.
Jeffrey Russell, all Vice Presidents of the Portfolio and Managing Directors of
Smith Barney, are members of the international equity team and have been
responsible for the day to day operations of the Portfolio, including making all
investment decisions, since November 1991.
Management's discussion and analysis, and additional performance
information regarding the Portfolio during the fiscal year ended October 31,
1996 is included in the Annual Report dated October 31, 1996. A copy of the
Annual Report may be obtained upon request and without charge from a Smith
Barney Financial Consultant or by writing or calling the Fund at the address or
phone number listed on page one of this Prospectus.
DISTRIBUTOR
Smith Barney is located at 388 Greenwich Street, New York, New York 10013,
and serves as the Fund's distributor. Smith Barney is a wholly owned subsidiary
of Travelers.
- --------------------------------------------------------------------------------
Additional Information
- --------------------------------------------------------------------------------
The Fund, an open-end investment company, was incorporated in Maryland on
March 22, 1991. The Fund has an authorized capital of 1,000,000,000 shares with
a par value of $.001 per share. The Board of Directors has authorized the
issuance of six series of shares, each representing shares in one of six
separate Portfolios and may authorize the issuance of additional series of
shares in the future. The assets of each Portfolio are segregated and separately
managed and a shareholder's interest is in the assets of the Portfolio in which
he or she holds shares. Class A, Class B, Class C, Class Y and Class Z shares of
the Portfolio represent interests in the assets of the Portfolio and have
identical voting, dividend, liquidation and other rights on the same terms and
conditions except that expenses related to the distribution of each Class of
shares are borne solely by each Class and each Class of shares has exclusive
voting rights with respect to provisions of the Fund's Rule 12b-1 distribution
plan which pertains to a particular Class. As described under "Voting" in the
Statement of Additional Information, the Fund ordinarily will not hold meetings
of shareholders annually; however, shareholders have the right to call a
18
<PAGE>
- --------------------------------------------------------------------------------
Additional Information (continued)
- --------------------------------------------------------------------------------
meeting upon a vote of 10% of the Fund's outstanding shares for the purpose of
voting to remove directors, and the Fund will assist shareholders in calling
such a meeting as required by the 1940 Act. Shares do not have cumulative voting
rights or preemptive rights and are fully paid, transferable and nonassessable
when issued for payment as described in this Prospectus.
The Chase Manhattan Bank, located at Chase MetroTech Center, Brooklyn, New
York 11245, serves as custodian of the Portfolio's investments.
First Data Investors Services Group Inc., located at Exchange Place,
Boston, Massachusetts 02109, serves as the Fund's transfer agent.
The Fund sends its shareholders a semi-annual report and an audited annual
report, which include listings of the investment securities held by the Fund at
the end of the period covered.
19
<PAGE>
SMITH BARNEY
------------
A Member of TravelersGroup[Logo]
Smith Barney
World Funds, Inc.
International
Equity Portfolio
388 Greenwich Street
New York, New York 10013
FD 0660 2/97
PROSPECTUS
SMITH BARNEY
WORLD FUNDS, INC.
International
Balanced
Portfolio
FEBRUARY 28, 1997
Prospectus begins on page one
[Logo] Smith Barney Mutual Funds
Investing for your future.
Every day.
<PAGE>
- --------------------------------------------------------------------------------
Prospectus February 28, 1997
- --------------------------------------------------------------------------------
Smith Barney World Funds, Inc.
International Balanced Portfolio
388 Greenwich Street
New York, New York 10013
(212) 723-9218
The International Balanced Portfolio (the "Portfolio") is one of the
investment portfolios that currently comprise Smith Barney World Funds, Inc.
(the "Fund"). The Portfolio seeks a competitive total return on its assets from
growth of capital and income through a portfolio invested primarily in
securities of established non-U.S. issuers. The Portfolio may borrow up to 15%
of the value of its assets for investment purposes, which could be considered a
speculative activity and which could result in greater risks or costs to the
Portfolio. See "Borrowings" in the Appendix.
This Prospectus sets forth concisely certain information about the Fund
and the Portfolio, including sales charges, distribution and service fees and
expenses, that prospective investors will find helpful in making an investment
decision. Investors are encouraged to read this Prospectus carefully and retain
it for future reference.
Additional information about the Portfolio is contained in a Statement of
Additional Information dated February 28, 1997, as amended or supplemented from
time to time, that is available upon request and without charge by calling or
writing the Fund at the telephone number or address set forth above or by
contacting a Smith Barney Financial Consultant. The Statement of Additional
Information has been filed with the Securities and Exchange Commission (the
"SEC") and is incorporated by reference into this Prospectus in its entirety.
SMITH BARNEY INC.
Distributor
SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
Investment Adviser and Administrator
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
1
<PAGE>
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
Prospectus Summary 3
- --------------------------------------------------------------------------------
Financial Highlights 9
- --------------------------------------------------------------------------------
Investment Objective and Management Policies 11
- --------------------------------------------------------------------------------
Valuation of Shares 16
- --------------------------------------------------------------------------------
Dividends, Distributions and Taxes 17
- --------------------------------------------------------------------------------
Purchase of Shares 19
- --------------------------------------------------------------------------------
Exchange Privilege 29
- --------------------------------------------------------------------------------
Redemption of Shares 32
- --------------------------------------------------------------------------------
Minimum Account Size 35
- --------------------------------------------------------------------------------
Performance 35
- --------------------------------------------------------------------------------
Management of the Fund 36
- --------------------------------------------------------------------------------
Distributor 38
- --------------------------------------------------------------------------------
Additional Information 38
- --------------------------------------------------------------------------------
Appendix A-1
- --------------------------------------------------------------------------------
================================================================================
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the Fund or
the Distributor. This Prospectus does not constitute an offer by the Fund or the
Distributor to sell or a solicitation of an offer to buy any of the securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction.
================================================================================
2
<PAGE>
- --------------------------------------------------------------------------------
Prospectus Summary
- --------------------------------------------------------------------------------
The following summary is qualified in its entirety by detailed information
appearing elsewhere in this Prospectus and in the Statement of Additional
Information. Cross references in this summary are to headings in the Prospectus.
See "Table of Contents."
INVESTMENT OBJECTIVE The Portfolio is an open-end, management investment
company whose investment objective is to seek a competitive total return on its
assets from growth of capital and income through a portfolio invested primarily
in securities of established non-U.S. issuers. See "Investment Objective and
Management Policies."
ALTERNATIVE PURCHASE ARRANGEMENTS The Portfolio offers several classes of
shares ("Classes") to investors designed to provide them with the flexibility of
selecting an investment best suited to their needs. The general public is
offered three Classes of shares: Class A shares, Class B shares and Class C
shares, which differ principally in terms of sales charges and rate of expenses
to which they are subject. A fourth Class of shares, Class Y shares, is offered
only to investors meeting an initial investment minimum of $5,000,000. See
"Purchase of Shares" and "Redemption of Shares."
Class A Shares. Class A shares are sold at net asset value plus an initial
sales charge of up to 5.00% and are subject to an annual service fee of 0.25% of
the average daily net assets of the Class. The initial sales charge may be
reduced or waived for certain purchases. Purchases of Class A shares, which when
combined with current holdings of Class A shares offered with a sales charge
equal or exceed $500,000 in the aggregate, will be made at net asset value with
no initial sales charge, but will be subject to a contingent deferred sales
charge ("CDSC") of 1.00% on redemptions made within 12 months of purchase. See
"Prospectus Summary -- Reduced or No Initial Sales Charge."
Class B Shares. Class B shares are offered at net asset value subject to a
maximum CDSC of 5.00% of redemption proceeds, declining by 1.00% each year after
the date of purchase to zero. This CDSC may be waived for certain redemptions.
Class B shares are subject to an annual service fee of 0.25% and an annual
distribution fee of 0.75% of the average daily net assets of the Class. The
Class B shares' distribution fee may cause that Class to have higher expenses
and pay lower dividends than Class A shares.
Class B Shares Conversion Feature. Class B shares will convert
automatically to Class A shares, based on relative net asset value, eight years
after the date of the original purchase. Upon conversion, these shares will no
longer be subject to an annual distribution fee. In addition, a certain portion
of Class B shares that have been acquired through the reinvestment of dividends
and distributions ("Class B Dividend Shares") will be converted at that time.
See "Purchase of Shares -- Deferred Sales Charge Alternatives."
3
<PAGE>
- --------------------------------------------------------------------------------
Prospectus Summary (continued)
- --------------------------------------------------------------------------------
Class C Shares. Class C shares are sold at net asset value with no initial
sales charge. They are subject to an annual service fee of 0.25% and an annual
distribution fee of 0.75% of the average daily net assets of the Class C shares,
and investors pay a CDSC of 1.00% if they redeem Class C shares within 12 months
of purchase. The CDSC may be waived for certain redemptions. The Class C shares'
distribution fee may cause that Class to have higher expenses and pay lower
dividends than Class A shares. Purchases of Portfolio shares, which when
combined with current holdings of Class C shares of the Portfolio equal or
exceed $500,000 in the aggregate, should be made in Class A shares at net asset
value with no sales charge, and will be subject to a CDSC of 1.00% on
redemptions made within 12 months of purchase.
Class Y Shares. Class Y shares are available only to investors meeting an
initial investment minimum of $5,000,000. Class Y shares are sold at net asset
value with no initial sales charge or CDSC. They are not subject to service or
distribution fees.
In deciding which Class of Portfolio shares to purchase, investors should
consider the following factors, as well as any other relevant facts and
circumstances:
Intended Holding Period. The decision as to which Class of shares is more
beneficial to an investor depends on the amount and intended length of his or
her investment. Shareholders who are planning to establish a program of regular
investment may wish to consider Class A shares; as the investment accumulates
shareholders may qualify for reduced sales charges and the shares are subject to
lower ongoing expenses over the term of the investment. As an alternative, Class
B and Class C shares are sold without any initial sales charge so the entire
purchase price is immediately invested in the Portfolio. Any investment return
on these additional invested amounts may partially or wholly offset the higher
annual expenses of these Classes. Because the Portfolio's future return cannot
be predicted, however, there can be no assurance that this would be the case.
Finally, investors should consider the effect of the CDSC period and any
conversion rights of the Classes in the context of their own investment time
frame. For example, while Class C shares have a shorter CDSC period than Class B
shares, they do not have a conversion future, and therefore, are subject to an
ongoing distribution fee. Thus, Class B shares may be more attractive than Class
C shares to investors with longer term investment outlooks.
Reduced or No Initial Sales Charge. The initial sales charge on Class A
shares may be waived for certain eligible purchasers, and the entire purchase
price will be immediately invested in the Portfolio. In addition, Class A share
purchases, which when combined with current holdings of Class A shares offered
with a sales charge equal or exceed $500,000 in the aggregate, will be made at
net asset value with no initial sales charge, but will be subject to a CDSC of
1.00% on redemptions made
4
<PAGE>
- --------------------------------------------------------------------------------
Prospectus Summary (continued)
- --------------------------------------------------------------------------------
within 12 months of purchase. The $500,000 aggregate investment may be met by
adding the purchase to the net asset value of all Class A shares offered with a
sales charge held in funds sponsored by Smith Barney Inc. ("Smith Barney")
listed under "Exchange Privilege." Class A share purchases also may be eligible
for a reduced initial sales charge. See "Purchase of Shares." Because the
ongoing expenses of Class A shares may be lower than those for Class B and Class
C shares, purchasers eligible to purchase Class A shares at net asset value or
at a reduced sales charge should consider doing so.
Smith Barney Financial Consultants may receive different compensation for
selling different Classes of shares. Investors should understand that the
purpose of the CDSC on the Class B and Class C shares is the same as that of the
initial sales charge on the Class A shares.
See "Purchase of Shares" and "Management of the Fund" for a complete
description of the sales charges and service and distribution fees for each
Class of shares and "Valuation of Shares," "Dividends, Distributions and Taxes"
and "Exchange Privilege" for other differences between the Classes of shares.
SMITH BARNEY 401(k) AND EXECCHOICE(TM) PROGRAMS Investors may be eligible
to participate in the Smith Barney 401(k) Program, which is generally designed
to assist plan sponsors in the creation and operation of retirement plans under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), as
well as other types of participant directed, tax-qualified employee benefit
plans. Investors may also be eligible to participate in the Smith Barney
ExecChoice(TM) Program. Class A and Class C shares are available without sales
charge as investment alternatives under both of these programs. See "Purchase of
Shares -- Smith Barney 401(k) and ExecChoice(TM) Programs."
PURCHASE OF SHARES Shares may be purchased through a brokerage account
maintained with Smith Barney. Shares may also be purchased through a broker that
clears securities transactions through Smith Barney on a fully disclosed basis
(an "Introducing Broker") or an investment dealer in the selling group. In
addition, certain investors, including qualified retirement plans and certain
institutional investors, may purchase shares directly from the Fund through the
Fund's transfer agent, First Data Investor Services Group Inc. ("First Data").
See "Purchase of Shares."
INVESTMENT MINIMUMS Investors in Class A, Class B and Class C shares may
open an account by making an initial investment of at least $1,000 for each
account, or $250 for an individual retirement account ("IRA") or a Self-Employed
Retirement Plan. Investors in Class Y shares may open an account for an initial
investment of $5,000,000. Subsequent investments of at least $50 may be made for
all Classes. For participants in retirement plans qualified under Section
403(b)(7) or Section 401(a) of the Code, the minimum initial investment
requirement for Class A, Class B and Class C shares and the subsequent
investment requirement for all
5
<PAGE>
- --------------------------------------------------------------------------------
Prospectus Summary (continued)
- --------------------------------------------------------------------------------
Classes of shares is $25. The minimum investment requirements for purchases of
Portfolio shares through the Systematic Investment Plan are described below. See
"Purchase of Shares."
SYSTEMATIC INVESTMENT PLAN The Portfolio offers shareholders a Systematic
Investment Plan under which they may authorize the automatic placement of a
purchase order each month or quarter for Portfolio shares. The minimum initial
investment requirement for Class A, Class B and Class C shares and the
subsequent investment requirement for all Classes for shareholders purchasing
shares through the Systematic Investment Plan on a monthly basis is $25 and on a
quarterly basis is $50. See "Purchase of Shares."
REDEMPTION OF SHARES Shares may be redeemed on each day the New York Stock
Exchange, Inc. ("NYSE") is open for business. See "Purchase of Shares" and
"Redemption of Shares."
MANAGEMENT OF THE PORTFOLIO Smith Barney Mutual Funds Management Inc. (the
"Manager") serves as the Portfolio's investment manager. The Manager is a wholly
owned subsidiary of Smith Barney Holdings Inc. ("Holdings"). Holdings is a
wholly owned subsidiary of Travelers Group Inc. ("Travelers"), a diversified
financial services holding company engaged, through its subsidiaries,
principally in four business segments: Investment Services, Consumer Finance
Services, Life Insurance Services and Property & Casualty Insurance Services.
See "Management of the Fund."
EXCHANGE PRIVILEGE Shares of a Class may be exchanged for shares of the
same Class of certain other funds of the Smith Barney Mutual Funds at the
respective net asset values next determined. See "Exchange Privilege."
VALUATION OF SHARES Net asset value of the Portfolio for the prior day
generally is quoted daily in the financial section of most newspapers and is
also available from a Smith Barney Financial Consultant. See "Valuation of
Shares."
DIVIDENDS AND DISTRIBUTIONS Dividends from net investment income are
declared and paid quarterly. Distributions of net realized capital gains, if
any, are declared and paid annually. See "Dividends, Distributions and Taxes."
REINVESTMENT OF DIVIDENDS Dividends and distributions paid on shares of a
Class will be reinvested automatically, unless otherwise specified by an
investor, in additional shares of the same Class at current net asset value.
Shares acquired by dividend and distribution reinvestments will not be subject
to any sales charge or CDSC. Class B shares acquired through dividend and
distribution reinvestments will become eligible for conversion to Class A shares
on a pro rata basis. See "Dividends, Distributions and Taxes."
RISK FACTORS AND SPECIAL CONSIDERATIONS There can be no assurance that the
Portfolio's investment objective will be achieved. The value of the Portfolio's
investments, and thus the net asset value of the Portfolio's shares, will
fluctuate in response to changes in market and economic conditions, as well as
6
<PAGE>
- --------------------------------------------------------------------------------
Prospectus Summary (continued)
- --------------------------------------------------------------------------------
the financial condition and prospects of issuers in which the Portfolio invests.
The Portfolio will invest in foreign securities. Investments in foreign
securities incur higher costs than investments in U.S. securities, including
higher costs in making securities transactions as well as foreign government
taxes which may reduce the investment return of the Portfolio. In addition,
foreign investments may include additional risks associated with currency
exchange rates, less complete financial information about individual companies,
less market liquidity and political instability. See "Investment Objective and
Management Policies."
THE PORTFOLIO'S EXPENSES The following expense table lists the costs and
expenses an investor will incur either directly or indirectly as a shareholder
of the Portfolio, based on the maximum sales charge or maximum CDSC that may be
incurred at the time of purchase or redemption and the Portfolio's operating
expenses for its most recent fiscal year:
<TABLE>
<CAPTION>
International Balanced Portfolio Class A Class B Class C Class Y
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shareholder Transaction Expenses
Maximum sales charge imposed on purchases
(as a percentage of offering price) 5.00% None None None
Maximum CDSC (as a percentage of original cost or
redemption proceeds, whichever is lower) None* 5.00% 1.00% None
==============================================================================================
Annual Portfolio Operating Expenses**
(as a percentage of average net assets)
Management fees 0.85% 0.85% 0.85% 0.85%
12b-1 fees*** 0.25 1.00 1.00 --
Other expenses 0.71 0.77 0.77 0.36
- ----------------------------------------------------------------------------------------------
Total Portfolio Operating Expenses 1.81% 2.62% 2.62% 1.21%
==============================================================================================
</TABLE>
*Purchases of Class A shares, which when combined with current holdings of
Class A shares offered with a sales charge equal or exceed $500,000 in the
aggregate, will be made at net asset value with no sales charge, but will be
subject to a CDSC of 1.00% on redemptions made within 12 months.
**During the year ended October 31, 1996, the Portfolio has earned credits
from the custodian which reduce service fees incurred. If the credits are taken
into consideration, the ratios of expenses to average net assets for Class A, B,
C and Y would be 1.72%, 2.53%, 2.53% and 1.12%, respectively.
***Upon conversion of Class B shares to Class A shares, such shares will
no longer be subject to a distribution fee. Class C shares do not have a
conversion feature and, therefore, are subject to an ongoing distribution fee.
As a result, long-term shareholders of Class C shares may pay more than the
economic equivalent of the maximum front-end sales charge permitted by the
National Association of Securities Dealers, Inc.
Class A shares of the Portfolio purchased through the Smith Barney
AssetOneSM Program will be subject to an annual asset-based fee, payable
quarterly, in lieu of the initial sales charge. The fee will vary to a maximum
of 1.50%, depending on the amount of assets held through the Program. For more
information, please call your Smith Barney Financial Consultant.
7
<PAGE>
- --------------------------------------------------------------------------------
Prospectus Summary (continued)
- --------------------------------------------------------------------------------
The sales charge and CDSC set forth in the above table are the maximum
charges imposed on purchases or redemptions of Portfolio shares and investors
may actually pay lower or no charges, depending on the amount purchased and, in
the case of Class B, Class C and certain Class A shares, the length of time the
shares are held and whether the shares are held through the Smith Barney 401(k)
or ExecChoice(TM) Programs. See "Purchase of Shares" and "Redemption of Shares."
Smith Barney receives an annual 12b-1 service fee of 0.25% of the value of
average daily net assets of Class A shares. Smith Barney also receives with
respect to Class B and Class C shares an annual 12b-1 fee of 1.00% of the value
of average daily net assets of the respective Classes, consisting of a 0.75%
distribution fee and a 0.25% service fee. "Other expenses" in the above table
include fees for shareholder services, custodial fees, legal and accounting
fees, printing costs and registration fees.
Example
The following example is intended to assist an investor in understanding
the various costs that an investor in the Portfolio will bear directly or
indirectly. The example assumes payment by the Portfolio of operating expenses
at the levels set forth in the table above. See "Purchase of Shares,"
"Redemption of Shares" and "Management of the Fund."
International Balanced Portfolio 1 Year 3 Years 5 Years 10 Years*
- --------------------------------------------------------------------------------
An investor would pay the following expenses on
a $1,000 investment, assuming (1) 5.00% annual
return and (2) redemption at the end of each
time period:
Class A $67 $104 $143 $252
Class B 77 111 149 276
Class C 37 81 139 295
Class Y 12 38 66 147
================================================================================
An investor would pay the following expenses on
the same investment, assuming the same
annual return and no redemption:
Class A $67 $104 $143 $252
Class B 27 81 139 276
Class C 27 81 139 295
Class Y 12 38 66 147
- --------------------------------------------------------------------------------
* Ten-year figures assume conversion of Class B shares to Class A shares at
the end of the eighth year following the date of purchase.
The example also provides a means for the investor to compare expense
levels of funds with different fee structures over varying investment periods.
To facilitate such comparison, all funds are required to utilize a 5.00% annual
return assumption. However, the Portfolio's actual return will vary and may be
greater or less than 5.00%. This example should not be considered a
representation of past or future expenses and actual expenses may be greater or
less than those shown.
8
<PAGE>
- --------------------------------------------------------------------------------
Financial Highlights
- --------------------------------------------------------------------------------
The following information has been audited by KPMG Peat Marwick LLP,
independent auditors, whose report thereon appears in the Fund's annual report
dated October 31, 1996. The information set out below should be read in
conjunction with the financial statements and related notes that also appear in
the Fund's Annual Report to Shareholders, which is incorporated by reference
into the Statement of Additional Information.
For a share of each class of capital stock outstanding throughout each period:
<TABLE>
<CAPTION>
Class A Shares Class B Shares
------------------------------------- ---------------------
International Balanced Portfolio 1996(1) 1995 1994(2) 1996(1) 1995(3)
==============================================================================================================
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $12.64 $12.20 $12.00 $12.65 $12.08
- --------------------------------------------------------------------------------------------------------------
Income From Operations:
Net investment income(4) 0.26 0.35 0.07 0.15 0.36
Net realized and unrealized gain 1.35 0.48 0.13 1.36 0.50
- --------------------------------------------------------------------------------------------------------------
Total Income From Operations 1.61 0.83 0.20 1.51 0.86
- --------------------------------------------------------------------------------------------------------------
Less Distributions From:
Net investment income (0.35) (0.39) -- (0.26) (0.29)
- --------------------------------------------------------------------------------------------------------------
Total Distributions (0.35) (0.39) -- (0.26) (0.29)
- --------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $13.90 $12.64 $12.20 $13.90 $12.65
- --------------------------------------------------------------------------------------------------------------
Total Return# 12.83% 7.05% 1.67%++ 12.05% 7.33%++
- --------------------------------------------------------------------------------------------------------------
Net Assets, End of Year (000s) $16,116 $17,667 $20,634 $5,258 $3,064
- --------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
Expenses(4) 1.81% 1.62% 1.34%+ 2.62% 2.49%+
Net investment income 1.94 2.89 1.37+ 1.14 3.11+
- --------------------------------------------------------------------------------------------------------------
Portfolio Turnover Rate 189% 42% 6% 189% 42%
==============================================================================================================
Average commissions paid on
equity security transactions(5) $0.03 $0.02 -- $0.03 $0.02
==============================================================================================================
</TABLE>
(1) Per share amounts have been calculated using the monthly average shares
method, which more appropriately presents per share data for the period
since the use of the undistributed net investment income method does not
accord with results of operations.
(2) For the period from August 25, 1994 (inception date) to October 31, 1994.
(3) For the period from November 7, 1994 (inception date) to October 31, 1995.
(4) The Manager waived all or part of its fees for the periods ended October
31, 1995 and October 31, 1994. If such fees were not waived, the per share
effect on net investment income and the expense ratios would have been as
follows:
Expense Ratios
Per Share Decreases to Without Fee Waivers
Net Investment Income and Custody Credits
---------------------- -------------------
1995 1994 1995 1994
---- ---- ----- -----
Class A $0.04 $0.02 1.96% 2.03%+
Class B 0.04 -- 2.86+ --
In addition, during the years ended October 31, 1996 and October 31, 1995,
the Portfolio has earned credits from the custodian which reduce service
fees incurred. If the credits are taken into consideration, the expense
ratios for Class A would be 1.72% and 1.52%, respectively, and for Class B
would be 2.53% and 2.39%+, respectively; prior year numbers have not been
restated to reflect these credits.
(5) As of September 1995, the SEC instituted new guidelines requiring the
disclosure of average commissions per share.
++ Total return is not annualized, as it may not be representative of the
total return for the year.
+ Annualized.
# Total returns do not reflect any applicable sales loads or contingent
deferred sales charges.
9
<PAGE>
- --------------------------------------------------------------------------------
Financial Highlights (continued)
- --------------------------------------------------------------------------------
For a share of each class of capital stock outstanding throughout each period:
<TABLE>
<CAPTION>
Class C Shares Class Y Shares
----------------------------------- --------------
International Balanced Portfolio 1996(1) 1995(2) 1994(3) 1996(1)(4)
=================================================================================================
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $12.63 $12.18 $12.00 $13.15
- -------------------------------------------------------------------------------------------------
Income From Operations:
Net investment income(5) 0.15 0.28 0.05 0.32
Net realized and unrealized gain 1.35 0.46 0.13 0.75
- -------------------------------------------------------------------------------------------------
Total Income From Operations 1.50 0.74 0.18 1.07
- -------------------------------------------------------------------------------------------------
Less Distributions From:
Net investment income (0.26) (0.29) -- (0.29)
- -------------------------------------------------------------------------------------------------
Total Distributions (0.26) (0.29) -- (0.29)
- -------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $13.87 $12.63 $12.18 $13.93
- -------------------------------------------------------------------------------------------------
Total Return# 11.99% 6.29% 1.50%++ 8.21%++
- -------------------------------------------------------------------------------------------------
Net Assets, End of Year (000s) $4,869 $4,317 $4,310 $19,387
- -------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
Expenses(5) 2.62% 2.37% 2.03%+ 1.21%+
Net investment income 1.14 2.33 0.79+ 2.55+
- -------------------------------------------------------------------------------------------------
Portfolio Turnover Rate 189% 42% 6% 189%
=================================================================================================
Average commissions paid on
equity security transactions(6) $0.03 $0.02 -- $0.03
=================================================================================================
</TABLE>
(1) Per share amounts have been calculated using the monthly average shares
method, which more appropriately presents per share data for the period
since the use of the undistributed net investment income method does not
accord with results of operations.
(2) On November 7, 1994, the former Class B shares were renamed Class C
shares.
(3) For the period from August 25, 1994 (inception date) to October 31, 1994.
(4) For the period from February 7, 1996 (inception date)to October 31, 1996.
(5) The Manager waived all or part of its fees for the year ended October 31,
1995 and the period ended October 31, 1994. If such fees were not waived,
the per share effect on net investment income and the expense ratios would
have been as follows:
Expense Ratios
Per Share Decreases to Without Fee Waivers
Net Investment Income and Custody Credits
---------------------- -------------------
1995 1994 1995 1994
---- ---- ----- -----
Class C $0.04 $0.02 2.71% 2.74%+
In addition, during the years ended October 31, 1996 and October 31, 1995,
the Portfolio has earned credits from the custodian which reduce service
fees incurred. If the credits are taken into consideration, the expense
ratios for Class C would be 2.53% and 2.27%, respectively; and for Class Y
for the period ended October 31, 1996, would be 1.12%+; prior year numbers
have not been restated to reflect these credits..
(6) As of September 1995, the SEC instituted new guidelines requiring the
disclosure of average commissions per share.
++ Total return is not annualized, as it may not be representative of the
total return for the year.
+ Annualized.
# Total returns do not reflect any applicable sales loads or contingent
deferred sales charges.
10
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies
- --------------------------------------------------------------------------------
The investment objective of the Portfolio is to provide a competitive
total return on its assets from growth of capital and income through a portfolio
invested primarily in securities of established non-U.S. issuers. The
Portfolio's investment objective may be changed only with the approval of a
majority of the Portfolio's outstanding shares. There can be no assurance that
the investment objective of the Portfolio will be achieved.
Under normal market conditions, the Portfolio will invest its assets in an
international portfolio of equity securities (consisting of dividend and
non-dividend paying common stocks, preferred stocks, convertible securities,
American Depository Receipts and rights and warrants to such securities) and
debt securities (consisting of corporate debt securities, sovereign debt
instruments issued by governments or governmental entities, including
supranational organizations such as the World Bank, and U.S. and foreign money
market instruments). The Portfolio attempts to achieve a balance between equity
and debt securities. However, the proportion of equity and debt held by the
Portfolio at any one time will depend on the investment adviser's views on
current market and economic conditions. The investment adviser will evaluate
economic and political factors in attempting to identify countries and
industries likely to produce above-average investment opportunities. The
Portfolio will invest in securities of issuers that, in the investment adviser's
opinion, are well positioned to benefit from these factors.
Investments may be made for capital appreciation and for income or any
combination of both for the purpose of achieving a higher overall return than
might otherwise be obtained solely from investing for growth of capital or for
income. Under normal conditions, no more than 70%, nor less than 30%, of the
Portfolio's assets will be invested in either equity or debt securities;
however, there is no limitation on the percent or amount of the Portfolio's
assets which may be invested for growth or income and, therefore, from time to
time the investment emphasis may be placed solely or primarily on growth of
capital or solely or primarily on income. In determining whether the Portfolio
will be invested for capital appreciation or for income or any combination of
both, the investment adviser regularly analyzes a broad range of international
equity and fixed income markets in order to assess the degree of risk and level
of return that can be expected from each market.
The Portfolio is organized as a non-diversified series, but will generally
invest its assets broadly among countries and will normally have at least 65% of
its assets invested in business activities in not less than three different
countries outside of the United States. The Portfolio may invest in companies
organized or governments located in any area of the world: the Far East (e.g.,
Hong Kong, Japan, Malaysia, Singapore), Western Europe (e.g., France, Germany,
Italy, the Netherlands, Switzerland, United Kingdom), Eastern Europe (e.g., the
Czech Republic, Hungary, Poland, and the countries of the former Soviet Union),
Central and South America
11
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
(e.g., Chile, Mexico and Venezuela), the Middle East, Africa, Asia, Australia,
New Zealand and Canada. Allocation of the Portfolio's investments will depend
upon the relative attractiveness of the international markets and particular
issuers. Concentration of the Portfolio's assets in one or a few countries or
currencies will subject the Portfolio to greater risks than if the Portfolio's
assets were not geographically concentrated.
Under unusual economic or market conditions as determined by the
investment adviser, for defensive purposes the Portfolio may temporarily invest
all or a major portion of its assets in U.S. government securities, debt or
equity securities of companies incorporated in and having their principal
business activities in the United States or in U.S. as well as foreign money
market instruments and equivalents. To the extent the Portfolio's assets are
invested for temporary defensive purposes, such assets will not be invested in a
manner designed to achieve the Portfolio's investment objective.
In analyzing a company for equity investment, the investment adviser
ordinarily looks at one or more of the following characteristics: earnings
growth per share; return on invested capital; balance sheet attributes;
financial and accounting policies and overall financial strength; competitive
advantages; research and product development and marketing; service; pricing
flexibility; management; and general operating characteristics which may enable
a company to compete successfully in its marketplaces. Ordinarily, the
investment adviser will not view a company as being sufficiently well
established to be considered for inclusion in the Portfolio unless the company,
together with any predecessors, has been operating for at least three fiscal
years. However, the Portfolio may invest up to 5% of its assets in such
"unseasoned" issues.
It is expected that equity securities purchased by the Portfolio will
ordinarily be traded on a stock exchange or other market in the country in which
the issuer is principally based, but may also be traded on markets in other
countries including, in many cases, the United States securities exchanges and
over-the-counter markets. The Portfolio will invest in a broad range of
industries and sectors and will mainly invest in securities issued by companies
with market capitalization of at least $50,000,000.
Investments in debt securities will be allocated based upon the investment
adviser's analysis of credit risk and its consideration of a number of factors,
including: prospects for relative economic growth between the different
countries in which the Portfolio may invest; expected levels of inflation;
government policies influencing business conditions; the outlook for currency
relationships; and the range of the individual investment opportunities
available to international investors. Particular debt securities will be
selected based upon credit risk analysis of potential issuers, the
characteristics of the security and interest rate sensitivity of the various
debt issues available with respect to a particular issuer, analysis of the
12
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
anticipated volatility and liquidity of the particular debt instruments, and the
tax implications to the Portfolio. The debt securities in which the Portfolio
expects to invest will generally range in maturity from two to ten years. Debt
securities of developed foreign countries must be rated as investment grade at
the time of purchase. Investment grade securities are those rated in the top
four ratings categories by a nationally recognized statistical rating
organization or that are unrated but judged by the investment adviser to be of
comparable quality. If the rating drops below investment grade subsequent to
purchase, the investment adviser will not necessarily sell the security, but
will consider such an event in determining whether the Portfolio should continue
to hold the security. Securities rated in the lowest category of investment
grade 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 for higher grade securities.
Debt securities of emerging market countries may be rated below investment grade
(commonly known as "junk bonds") and could include securities that are in
default as to payments of principal or interest. Up to 25% of the total assets
of the Portfolio may be invested in securities of emerging market countries.
Please see the Statement of Additional Information for a complete description of
the ratings referred to above.
In determining the appropriate distribution of investments among various
countries and geographic regions, the investment adviser ordinarily considers
the following factors: prospects for relative economic growth between countries;
expected levels of inflation; government policies influencing business
conditions; the outlook for currency relationships; and the range of individual
investment opportunities available to international investors. In the future, if
any other relevant factors arise they will also be considered.
The relative performance of foreign currencies is an important factor in
the Portfolio's performance. The investment adviser may manage the Portfolio's
exposure to various currencies to take advantage of different yield, risk and
return characteristics that different currencies can provide for U.S. investors.
To manage exposure to currency fluctuations, the Portfolio may enter into
currency forward contracts (agreements to exchange one currency for another at a
future date) or currency swap agreements, buy and sell options and futures
contracts relating to foreign currencies, and purchase securities indexed to
foreign currencies. The Portfolio will use currency forward contracts in the
normal course of business to lock in an exchange rate in connection with
purchases and sales of securities denominated in foreign currencies. The
Portfolio will use options and futures contracts relating to foreign currencies
to allow the investment adviser to hedge portfolio securities, to shift
investment exposure from one currency to another, or to attempt to profit from
anticipated declines in the value of a foreign currency relative to the U.S.
dollar. There is no overall limitation on the amount of the Portfolio's assets
that may be committed to currency management strategies.
13
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
Refer to the Appendix or the Statement of Additional Information for
further information on the Portfolio's investments, including options and
futures contracts, swap agreements and indexed securities (sometimes referred to
as "derivatives"); loans and other direct debt instruments, floating and
variable rate income securities, zero coupon, discount and payment-in-kind
securities, premium securities, Yankee bonds, borrowings, repurchase agreements,
reverse repurchase agreements and securities loans, foreign repurchase
agreements, illiquid investments, restricted securities, and delayed-delivery
transactions.
PORTFOLIO TRANSACTIONS AND TURNOVER
All orders for transactions in securities and options on behalf of the
Portfolio are placed by the investment adviser with broker/dealers that the
investment adviser selects, including Smith Barney and other affiliated brokers.
Brokerage will be allocated to Smith Barney, to the extent and in the manner
permitted by applicable law, provided that, in the judgment of the Board of
Directors of the Fund, the commission, fee or other remuneration received or to
be received by Smith Barney (or any broker/dealer affiliate of Smith Barney that
is also a member of a securities exchange) is reasonable and fair compared to
the commission, fee or other remuneration received by other brokers in
connection with comparable transactions involving similar securities being
purchased or sold on a securities exchange during the same or comparable period
of time. The same standard applies to the use of Smith Barney as a commodities
broker in connection with entering into options and futures contracts. In all
trades directed to Smith Barney, the Fund has been assured that its orders will
be accorded priority over those received from Smith Barney for its own account
or for any of its directors, officers or employees. The Fund will not deal with
Smith Barney in any transaction in which Smith Barney acts as principal.
Under certain market conditions, the Portfolio may experience high
portfolio turnover as a result of its investment strategies. For example, the
exercise of a substantial number of options written by the Portfolio and the
purchase or sale of securities by the Portfolio in anticipation of a rise or
decline in interest rates could result in high portfolio turnover. 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 brokerage commissions for the Portfolio. While the
Portfolio does not intend to engage in short-term trading, it will not consider
portfolio turnover rate a limiting factor in making investment decisions
consistent with its respective objectives and policies. Although the Portfolio
cannot predict precisely its portfolio turnover rate, it presently estimates
that its annualized portfolio turnover rate will generally not exceed 200% with
respect to the debt portion of its assets and 100% with respect to the equity
portion of its assets. See "Financial Highlights" for the Portfolio's annual
turnover rate during each year since inception.
14
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
RISK FACTORS
General. Investors should realize that risk of loss is inherent in the
ownership of any securities and that the Portfolio's net asset value will
fluctuate, reflecting fluctuations in the market value of its portfolio
positions. For debt securities, the market value is subject to changing interest
rates, which generally vary inversely from the prices of debt securities. The
Portfolio normally will invest in a substantial number of issuers; however, the
Portfolio has registered under the Investment Company Act of 1940 (the "Act") as
a "non-diversified" fund so that it will be able to invest more than 5% of its
assets in the securities of an issuer. Since, as a "non-diversified" fund, the
Portfolio is permitted to invest a greater proportion of its assets in the
securities of a smaller number of issuers, the Portfolio may be subject to
greater credit and liquidity risks with respect to its individual portfolio than
a fund that is more broadly diversified. In addition, concentration of the
Portfolio's assets in one or a few countries or currencies will subject the
Portfolio to greater risks than if the Portfolio's assets were not
geographically concentrated. Please see the Appendix for additional information
about the risks associated with an investment in the Portfolio.
Non-U.S. Securities. Investments in securities of non-U.S. issuers involve
certain risks not ordinarily associated with investments in securities of
domestic issuers. Such risks include fluctuations in foreign exchange rates,
future political and economic developments, and the possible imposition of
exchange controls or other foreign governmental laws or restrictions. Since the
Portfolio will invest heavily in securities denominated or quoted in currencies
other than the U.S. dollar, changes in foreign currency exchange rates will, to
the extent the Portfolio does not adequately hedge against such fluctuations,
affect the value of securities in its portfolio and the unrealized appreciation
or depreciation of investments so far as U.S. investors are concerned. In
addition, with respect to certain countries, there is the possibility of
expropriation of assets, repatriation, confiscatory taxation, political or
social instability or diplomatic developments which could adversely affect
investments in those countries.
There may be less publicly available information about a foreign company
than about a U.S. company, and foreign companies may not be subject to
accounting, auditing, and financial reporting standards and requirements
comparable to or as uniform as those of U.S. companies. Non-U.S. securities
markets, while growing in volume, have, for the most part, substantially less
volume than U.S. markets, and securities of many foreign companies are less
liquid and their prices more volatile than securities of comparable U.S.
companies. Transaction costs on non-U.S. securities markets are generally higher
than in the U.S. There is generally less government supervision and regulation
of exchanges, brokers and issuers than there is in the U.S. The Portfolio might
also have greater difficulty taking appropriate legal action in non-U.S. courts.
15
<PAGE>
- --------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
- --------------------------------------------------------------------------------
Dividend and interest income from non-U.S. securities will generally be
subject to withholding taxes by the country in which the issuer is located and
may not be recoverable by the Portfolio or the investors.
Securities of Emerging Market Countries. An emerging market country
generally is considered to be a country that is in the initial stages of its
industrialization cycle. Investing in the equity and fixed-income markets of
emerging market countries involves exposure to economic structures that are
generally less diverse and mature, and to political systems that can be expected
to have less stability, than those of developed countries. Historical experience
indicates that the markets of developing countries have been more volatile than
the markets of the more mature economies of developed countries; however, such
markets often have provided higher rates of return to investors.
One or more of the risks discussed above could affect adversely the
economy of a developing market or the Portfolio's investments in such a market.
In Eastern Europe, for example, upon the accession to power of Communist regimes
in the past, the governments of a number of Eastern European countries
expropriated a large amount of property. The claims of many property owners
against those of governments were never finally settled. There can be no
assurance that any investments that the Portfolio might make in such emerging
markets would not be expropriated, nationalized or otherwise confiscated at some
time in the future. In such an event, the Portfolio could lose its entire
investment in the market involved. Moreover, changes in the leadership of
policies of such markets could halt the expansion or reverse the liberalization
of foreign investment policies now occurring in certain of these markets and
adversely affect existing investment opportunities.
Many of the Portfolio's investments in the securities of emerging markets
may be unrated or rated below investment grade. Securities rated below
investment grade (and comparable unrated securities) are the equivalent of high
yield, high risk bonds, commonly known as "junk bonds." Such securities are
regarded as predominantly speculative with respect to the issuer's capacity to
pay interest and repay principal in accordance with the terms of the obligations
and involve major risk exposure to adverse business, financial, economic, or
political conditions.
- --------------------------------------------------------------------------------
Valuation of Shares
- --------------------------------------------------------------------------------
The Portfolio's net asset value per share is determined as of the close of
regular trading on the NYSE on each day that the NYSE is open, by dividing the
value of the Portfolio's net assets attributable to each Class by the total
number of shares of the Class outstanding.
Generally, the Portfolio's investments are valued at market value or, in
the absence of a market value with respect to any securities, at fair value as
determined
16
<PAGE>
- --------------------------------------------------------------------------------
Valuation of Shares (continued)
- --------------------------------------------------------------------------------
by or under the direction of the Fund's Board of Directors. Portfolio securities
which are traded primarily on foreign exchanges are generally valued at the
preceding closing values of such securities on their respective exchanges,
except that when an occurrence subsequent to the time a value was so established
is likely to have changed such value, then the fair market value of those
securities will be determined by consideration of other factors or under the
direction of the Board of Directors. A security that is traded primarily on an
exchange is valued at the last sale price on that exchange or, if there were no
sales during the day, at the current quoted bid price. Over-the-counter
securities are valued on the basis of the bid price at the close of business on
each day. Long-term debt obligations are valued at the average of the quoted bid
and asked prices for such securities or, if such prices are not available, at
the prices for securities of comparable maturity, quality and type; however,
when the investment adviser deems it appropriate, prices obtained for the day of
valuation from a bond pricing service will be used. Short-term investments that
will mature in 60 days or less are stated at amortized cost, which approximates
market value. An option generally is valued at the last sale price or, in the
absence of the last sale price, the last offer price.
- --------------------------------------------------------------------------------
Dividends, Distributions and Taxes
- --------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS
The Fund declares and pays quarterly income dividends on shares of the
Portfolio and makes annual distributions of capital gains, if any, on such
shares.
If a shareholder does not otherwise instruct, dividends and capital gain
distributions will be reinvested automatically in additional shares of the same
Class at net asset value, subject to no sales charge or CDSC.
Income dividends and capital gain distributions that are invested are
credited to shareholders' accounts in additional shares at the net asset value
as of the close of business on the payment date. A shareholder may change the
option at any time by notifying his or her Smith Barney Financial Consultant.
Accounts held directly by First Data should notify First Data in writing at
least five business days prior to the payment date to permit the change to be
entered in the shareholder's account.
The per share dividends on Class B and Class C shares of the Portfolio may
be lower than the per share dividends on Class A and Class Y shares principally
as a result of the distribution fee applicable with respect to Class B and Class
C shares. The per share dividends on Class A shares of the Portfolio may be
lower than the per share dividends on Class Y shares principally as a result of
the service fee applicable to Class A shares. Distributions of capital gains, if
any, will be in the same amount for Class A, Class B, Class C and Class Y
shares.
17
<PAGE>
- --------------------------------------------------------------------------------
Dividends, Distributions and Taxes (continued)
- --------------------------------------------------------------------------------
TAXES
The Portfolio intends to qualify as a regulated investment company under
Subchapter M of the Code to be relieved of federal income tax on that part of
its net investment income and realized capital gains which it pays out to its
shareholders. To qualify, the Portfolio must meet certain tests, including
distributing at least 90% of its investment company taxable income, and deriving
less than 30% of its gross income from the sale or other disposition of certain
investments held for less than three months.
Dividends from net investment income and distributions of realized
short-term capital gains on the sale of securities, whether paid in cash or
automatically invested in additional shares of the Portfolio, are taxable to
shareholders as ordinary income. The Portfolio's dividends will not qualify for
the dividends received deduction for corporations. Dividends and distributions
declared by the Portfolio may also be subject to state and local taxes.
Distributions out of net long-term capital gains (i.e., net long-term capital
gains in excess of net short-term capital losses) are taxable to shareholders as
long-term capital gains. Information as to the tax status of dividends paid or
deemed paid in each calendar year will be mailed to shareholders as early in the
succeeding year as practical but not later than January 3l.
Income received by the Portfolio from sources within foreign countries may
be subject to withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. It is impossible to determine the rate of foreign tax in
advance since the amount of the Portfolio's assets to be invested in various
countries is not known. Such foreign taxes would reduce the income of the
Portfolio distributed to shareholders.
If, at the end of the Portfolio's taxable year, more than 50% of the value
of the Portfolio's total assets consist of stock or securities of foreign
corporations, the Portfolio may make an election pursuant to which foreign
income taxes paid by it will be treated as paid directly by its shareholders.
The Portfolio will make this election only if it deems the election to be in the
best interests of shareholders, and will notify shareholders in writing each
year if it makes the election and the amount of foreign taxes to be treated as
paid by the shareholders. If the Portfolio makes such an election, the amount of
such foreign taxes would be included in the income of shareholders, and a
shareholder other than a foreign corporation or nonresident alien individual
could claim either a credit or, provided the shareholder itemizes deductions, a
deduction for U.S. federal income tax purposes for such foreign taxes.
Shareholders who choose to utilize a credit (rather than a deduction) for
foreign taxes will be subject to the limitation that the credit may not exceed
the shareholders U.S. tax (determined without regard to the availability of the
credit) attributable to their total foreign source taxable income. For this
purpose, the portion of dividends and distributions paid by the Portfolio from
its foreign source income will be treated as foreign source income. The
Portfolio's gains and losses
18
<PAGE>
- --------------------------------------------------------------------------------
Dividends, Distributions and Taxes (continued)
- --------------------------------------------------------------------------------
from the sale of securities and from certain foreign currency gains and losses
will generally be treated as derived from U.S. sources. The limitation on the
foreign tax credit is applied separately to foreign source "passive income,"
such as the portion of dividends received from the Portfolio that qualifies as
foreign source income. In addition, the foreign tax credit is allowed to offset
only 90% of the alternative minimum tax imposed on corporations and individuals.
Because of these limitations, shareholders may be unable to claim a credit for
the full amount of their proportionate share of the foreign income taxes paid by
the Portfolio.
In determining gain or loss, a shareholder who redeems or exchanges shares
in the Portfolio within 90 days of the acquisition of such shares will not be
entitled to include in the tax basis the sales charges incurred in acquiring
such shares to the extent of any subsequent reduction in sales charges for
investing in the Portfolio or a different Portfolio of the Fund, such as
pursuant to the rights discussed in "Exchange Privilege."
The Fund is required to withhold and remit to the U.S. Treasury 31% of
dividends, distributions and redemption proceeds to shareholders who fail to
provide a correct taxpayer identification number (the Social Security number in
the case of an individual) or to make the required certifications, or who have
been notified by the Internal Revenue Service that they are subject to backup
withholding and who are not otherwise exempt. The 31% withholding tax is not an
additional tax, but is creditable against a shareholder's federal income tax
liability.
Prior to investing in shares of the Portfolio, investors should consult
with their tax advisors concerning the federal, state and local tax consequences
of such an investment.
- --------------------------------------------------------------------------------
Purchase of Shares
- --------------------------------------------------------------------------------
GENERAL
The Portfolio offers four Classes of shares. Class A shares are sold to
investors with an initial sales charge and Class B and Class C shares are sold
without an initial sales charge but are subject to a CDSC payable upon certain
redemptions. Class Y shares are sold without an initial sales charge or CDSC and
are available only to investors investing a minimum of $5,000,000 (except for
purchases of Class Y shares by Smith Barney Concert Series Inc., for which there
is no minimum purchase amount). See "Prospectus Summary --Alternative Purchase
Arrangements" for a discussion of factors to consider in selecting which Class
of shares to purchase.
Purchases of Portfolio shares must be made through a brokerage account
maintained with Smith Barney, an Introducing Broker or an investment dealer in
the selling group. In addition, certain investors, including qualified
retirement plans
19
<PAGE>
- --------------------------------------------------------------------------------
Purchase of Shares (continued)
- --------------------------------------------------------------------------------
and certain institutional investors, may purchase shares directly from the Fund.
When purchasing shares of the Portfolio, investors must specify whether the
purchase is for Class A, Class B, Class C or Class Y shares. No maintenance fee
will be charged by the Fund in connection with a brokerage account through which
an investor purchases or holds shares.
Investors in Class A, Class B and Class C shares may open an account by
making an initial investment of at least $1,000 for each account, or $250 for an
IRA or a Self-Employed Retirement Plan in the Portfolio. Investors in Class Y
shares may open an account by making an initial investment of $5,000,000.
Subsequent investments of at least $50 may be made for all Classes. For
participants in retirement plans qualified under Section 403(b)(7) or Section
401(a) of the Code, the minimum initial investment requirement for Class A,
Class B and Class C shares and the subsequent investment requirement for all
Classes in the Portfolio is $25. For shareholders purchasing shares of the
Portfolio through the Systematic Investment Plan on a monthly basis, the minimum
initial investment requirement for Class A, Class B and Class C shares and the
subsequent investment requirement for all Classes is $25. For shareholders
purchasing shares of the Portfolio through the Systematic Investment Plan on a
quarterly basis, the minimum initial investment requirement for Class A, Class B
and Class C shares and the subsequent investment requirement for all Classes is
$50. There are no minimum investment requirements in Class A shares for
employees of Travelers and its subsidiaries, including Smith Barney, Directors
or Trustees of any of the Smith Barney Mutual Funds, and their spouses and
children. The Fund reserves the right to waive or change minimums, to decline
any order to purchase its shares and to suspend the offering of shares from time
to time. Shares purchased will be held in the shareholder's account by the
Fund's transfer agent, First Data. Share certificates are issued only upon a
shareholder's written request to First Data.
Purchase orders received by the Fund or Smith Barney prior to the close of
regular trading on the NYSE, on any day the Portfolio calculates its net asset
value, are priced according to the net asset value determined on that day (the
"trade date"). Orders received by dealers or Introducing Brokers prior to the
close of regular trading on the NYSE on any day the Portfolio calculates its net
asset value, are priced according to the net asset value determined on that day,
provided the order is received by the Fund or Smith Barney prior to Smith
Barney's close of business. For shares purchased through Smith Barney or
Introducing Brokers purchasing through Smith Barney, payment for Portfolio
shares is due on the third business day after the trade date. In all other
cases, payment must be made with the purchase order.
SYSTEMATIC INVESTMENT PLAN
Shareholders may make additions to their accounts at any time by
purchasing shares through a service known as the Systematic Investment Plan.
under the
20
<PAGE>
- --------------------------------------------------------------------------------
Purchase of Shares (continued)
- --------------------------------------------------------------------------------
Systematic Investment Plan, Smith Barney or First Data is authorized
through preauthorized transfers of at least $25 on a monthly basis or at least
$50 on a quarterly basis to charge the regular bank account or other financial
institution indicated by the shareholder to provide systematic additions to the
shareholder's Portfolio account. A shareholder who has insufficient funds to
complete the transfer will be charged a fee of up to $25 by Smith Barney or
First Data. The Systematic Investment Plan also authorizes Smith Barney to apply
cash held in the shareholder's Smith Barney brokerage account or redeem the
shareholder's shares of a Smith Barney money market fund to make additions to
the account. Additional information is available from the Fund or a Smith Barney
Financial Consultant.
INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES
The sales charges applicable to purchases of Class A shares of the
Portfolio are as follows:
Dealers'
Sales Charge Sales Charge Reallowance
% of as % of as % of
Amount of Investment Offering Price Amount Invested Offering Price
- --------------------------------------------------------------------------------
Less than $ 25,000 5.00% 5.26% 4.50%
$ 25,000 - 49,999 4.00 4.17 3.60
50,000 - 99,999 3.50 3.63 3.15
100,000 - 249,999 3.00 3.09 2.70
250,000 - 499,999 2.00 2.04 1.80
500,000 and over * * *
================================================================================
*Purchases of Class A shares, which when combined with current holdings of Class
A shares offered with a sales charge equal or exceed $500,000 in the aggregate,
will be made at net asset value without any initial sales charge, but will be
subject to a CDSC of 1.00% on redemptions made within 12 months of purchase. The
CDSC on Class A shares is payable to Smith Barney, which compensates Smith
Barney Financial Consultants and other dealers whose clients make purchases of
$500,000 or more. The CDSC is waived in the same circumstances in which the CDSC
applicable to Class B and Class C shares is waived. See "Deferred Sales Charge
Alternatives" and "Waivers of CDSC."
Members of the selling group may receive up to 90% of the sales charge and
may be deemed to be underwriters of the Fund as defined in the Securities Act of
1933, as amended.
The reduced sales charges shown above apply to the aggregate of purchases
of Class A shares of the Portfolio made at one time by "any person," which
includes an individual, his or her spouse and children, or a trustee or other
fiduciary of a single trust estate or single fiduciary account. The reduced
sales charge minimums may also be met by aggregating the purchase with the net
asset value of all Class A shares offered with a sales charge held in funds
sponsored by Smith Barney listed under "Exchange Privilege."
21
<PAGE>
- --------------------------------------------------------------------------------
Purchase of Shares (continued)
- --------------------------------------------------------------------------------
INITIAL SALES CHARGE WAIVERS
Purchases of Class A shares may be made at net asset value without a sales
charge in the following circumstances: (a) sales to (i) Board Members and
employees of Travelers and its subsidiaries and any of the Smith Barney Mutual
Funds (including retired Board Members and employees); the immediate families of
such persons (including the surviving spouse of a deceased Board Member or
employee); and to a pension, profit-sharing or other benefit plan for such
persons and (ii) employees of members of the National Association of Securities
Dealers, Inc., provided such sales are made upon the assurance of the purchaser
that the purchase is made for investment purposes and that the securities will
not be resold except through redemption or repurchase; (b) offers of Class A
shares to any other investment company to effect the combination of such company
with the Portfolio by merger, acquisition of assets or otherwise; (c) purchases
of Class A shares by any client of a newly employed Smith Barney Financial
Consultant (for a period up to 90 days from the commencement of the Financial
Consultant's employment with Smith Barney), on the condition the purchase of
Class A shares is made with the proceeds of the redemption of shares of a mutual
fund which (i) was sponsored by the Financial Consultant's prior employer, (ii)
was sold to the client by the Financial Consultant and (iii) was subject to a
sales charge; (d) shareholders who have redeemed Class A shares in the Portfolio
(or Class A shares of another fund of the Smith Barney Mutual Funds that are
sold with a maximum 5.00% sales charge) and who wish to reinvest their
redemption proceeds in the Portfolio, provided the reinvestment is made within
60 calendar days of the redemption; (e) accounts managed by registered
investment advisory subsidiaries of Travelers; (f) direct rollovers by plan
participants of distributions from a 401(k) plan offered to employees of
Travelers or its subsidiaries or a 401(k) plan enrolled in the Smith Barney
401(k) Program (Note: subsequent investments will be subject to the applicable
sales charge); (g) purchases by separate accounts used to fund certain
unregistered variable annuity contracts; and (h) purchases by investors
participating in a Smith Barney fee-based arrangement. In order to obtain such
discounts, the purchaser must provide sufficient information at the time of
purchase to permit verification that the purchase would qualify for the
elimination of the sales charge.
RIGHT OF ACCUMULATION
Class A shares of the Portfolio may be purchased by "any person" (as
defined above) at a reduced sales charge or at net asset value determined by
aggregating the dollar amount of the new purchase and the total net asset value
of all Class A shares of the Portfolio and of funds sponsored by Smith Barney
which are offered with a sales charge listed under "Exchange Privilege" then
held by such person and sales charge applicable to such aggregate. In order to
obtain such discount, the purchaser must provide sufficient information at the
time of purchase to permit verification that the purchase qualifies for the
reduced sales charge. The right of accumulation
22
<PAGE>
- --------------------------------------------------------------------------------
Purchase Of Shares (Continued)
- --------------------------------------------------------------------------------
is subject to modification or discontinuance at any time with respect to all
shares purchased thereafter.
GROUP PURCHASES
Upon completion of certain automated systems, a reduced sales charge or
purchase at net asset value will also be available to employees (and partners)
of the same employer purchasing as a group, provided each participant makes the
minimum initial investment required. The sales charge applicable to purchases by
each member of such a group will be determined by the table set forth above
under "Initial Sales Charge Alternative--Class A Shares," and will be based upon
the aggregate sales of Class A shares of Smith Barney Mutual Funds offered with
a sales charge to, and share holdings of, all members of the group. To be
eligible for such reduced sales charges or to purchase at net asset value, 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 plan may, but is not required to, provide for payroll deductions, IRAs or
investments pursuant to retirement plans under Section 401 or 408 of the Code.
Smith Barney may also offer a reduced sales charge or net asset value purchase
for aggregating related fiduciary accounts under such conditions that Smith
Barney 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
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 offered with a sales
charge that have been previously purchased and are still owned by the group,
plus the amount of the current purchase. A" qualified group" is one which (a)
has been in existence for more than six months, (b) has a purpose other than
acquiring Portfolio shares at a discount and (c) satisfies uniform criteria
which enable Smith Barney 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 the Portfolio
and the members, and must agree to include sales and other materials related to
the Portfolio in its publications and mailings to members at no cost to Smith
Barney. In order to obtain such reduced sales charge or to purchase at net asset
value, the purchaser 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 Smith Barney.
LETTER OF INTENT
Class A Shares. A Letter of Intent for amounts of $50,000 or more provides
an opportunity for an investor to obtain a reduced sales charge by aggregating
investments over a 13 month period, provided that the investor refers to such
Letter when placing orders. For purposes of a Letter of Intent, the "Amount of
23
<PAGE>
- --------------------------------------------------------------------------------
Purchase of Shares (continued)
- --------------------------------------------------------------------------------
Investment" as referred to in the preceding sales charge table includes
purchases of all Class A shares of the Portfolio and other funds of the Smith
Barney Mutual Funds offered with a sales charge over the 13 month period based
on the total amount of intended purchases plus the value of all Class A shares
previously purchased and still owned. An alternative is to compute the 13 month
period starting up to 90 days before the date of execution of a Letter of
Intent. Each investment made during the period receives the reduced sales charge
applicable to the total amount of the investment goal. If the goal is not
achieved within the period, the investor must pay the difference between the
sales charges applicable to the purchases made and the charges previously paid,
or an appropriate number of escrowed shares will be redeemed. Please contact a
Smith Barney Financial Consultant or First Data to obtain a Letter of Intent
application.
Class Y Shares. A Letter of Intent may also be used as a way for investors
to meet the minimum investment requirement for Class Y shares. Such investors
must make an initial minimum purchase of $1,000,000 in Class Y shares of the
Portfolio and agree to purchase a total of $5,000,000 of Class Y shares of the
same Portfolio within six months from the date of the Letter. If a total
investment of $5,000,000 is not made within the six-month period, all Class Y
shares purchased to date will be transferred to Class A shares, where they will
be subject to all fees (including a service fee of 0.25%) and expenses
applicable to the Portfolio's Class A shares, which may include a CDSC of 1.00%.
Please contact a Smith Barney Financial Consultant or First Data for further
information.
DEFERRED SALES CHARGE ALTERNATIVES
CDSC Shares are sold at net asset value next determined without an initial
sales charge so that the full amount of an investor's purchase payment may be
immediately invested in the Fund. A CDSC, however, may be imposed on certain
redemptions of these shares. "CDSC Shares" are: (a) Class B shares; (b) Class C
shares; and (c) Class A shares which when combined with Class A shares offered
with a sales charge currently held by an investor equal or exceed $500,000 in
the aggregate.
Any applicable CDSC will be assessed on an amount equal to the lesser of
the original cost of the shares being redeemed or their net asset value at the
time of redemption. CDSC Shares that are redeemed will not be subject to a CDSC
to the extent that the value of such shares represents: (a) capital appreciation
of Portfolio assets; (b) reinvestment of dividends or capital gain
distributions; (c) with respect to Class B shares, shares redeemed more than
five years after their purchase; or (d) with respect to Class C shares and Class
A shares that are CDSC Shares, shares redeemed more than 12 months after their
purchase.
Class C shares and Class A shares that are CDSC Shares are subject to a
1.00% CDSC if redeemed within 12 months of purchase. In circumstances in which
the
24
<PAGE>
- --------------------------------------------------------------------------------
Purchase of Shares (continued)
- --------------------------------------------------------------------------------
CDSC is imposed on Class B shares, the amount of the charge will depend on
the number of years since the shareholder made the purchase payment from which
the amount is being redeemed. Solely for purposes of determining the number of
years since a purchase payment, all purchase payments made during a month will
be aggregated and deemed to have been made on the last day of the preceding
Smith Barney statement month. The following table sets forth the rates of the
charge for redemptions of Class B shares by shareholders, except in the case of
Class B shares held under the Smith Barney 401(k) Program, as described below.
See "Purchase of Shares--Smith Barney 401(k) and ExecChoice(TM) Programs."
Year Since Purchase
Payment Was Made CDSC
- --------------------------------------------------------------------------------
First 5.00%
Second 4.00
Third 3.00
Fourth 2.00
Fifth 1.00
Sixth and thereafter 0.00
================================================================================
Class B shares will convert automatically to Class A shares eight years
after the date on which they were purchased and thereafter will no longer be
subject to any distribution fees. There will also be converted at that time such
proportion of Class B Dividend Shares owned by the shareholder as the total
number of his or her Class B shares converting at the time bears to the total
number of outstanding Class B shares (other than Class B Dividend Shares) owned
by the shareholder. Shareholders who held Class B shares of Smith Barney
Shearson Short-Term World Income Fund (the "Short-Term World Income Fund") on
July 15, 1994 and who subsequently exchange those shares for Class B shares of
the Portfolio will be offered the opportunity to exchange all such Class B
shares for Class A shares of the Portfolio four years after the date on which
those shares were deemed to have been purchased. Holders of such Class B shares
will be notified of the pending exchange in writing approximately 30 days before
the fourth anniversary of the purchase date and, unless the exchange has been
rejected in writing, the exchange will occur on or about the fourth anniversary
date. See "Prospectus Summary-- Alternative Purchase Arrangements--Class B
Shares Conversion Feature."
In determining the applicability of any CDSC, it will be assumed that a
redemption is made first of shares representing capital appreciation, next of
shares representing the reinvestment of dividends and capital gain distributions
and finally of other shares held by the shareholder for the longest period of
time. The length of time that CDSC Shares acquired through an exchange have been
held will be calculated from the date that the shares exchanged were initially
acquired in one of the other Smith Barney Mutual Funds, and Portfolio shares
being redeemed will be considered to represent, as applicable, capital
appreciation or dividend and capital
25
<PAGE>
- --------------------------------------------------------------------------------
Purchase of Shares (continued)
- --------------------------------------------------------------------------------
gain distribution reinvestments in such other funds. For Federal income tax
purposes, the amount of the CDSC will reduce the gain or increase the loss, as
the case may be, on the amount realized on redemption. The amount of any CDSC
will be paid to Smith Barney.
To provide an example, assume an investor purchased 100 Class B shares at
$10 per share for a cost of $1,000. Subsequently, the investor acquired 5
additional shares through dividend reinvestment. During the fifteenth month
after the purchase, the investor decided to redeem $500 of his or her
investment. Assuming at the time of the redemption the net asset value had
appreciated to $12 per share, the value of the investor's shares would be $1,260
(105 shares at $12 per share). The CDSC would not be applied to the amount which
represents appreciation ($200) and the value of the reinvested dividend shares
($60). Therefore, $240 of the $500 redemption proceeds ($500 minus $260) would
be charged at a rate of 4.00% (the applicable rate for Class B shares) for a
total deferred sales charge of $9.60.
WAIVERS OF CDSC
The CDSC will be waived on: (a) exchanges (see "Exchange Privilege"); (b)
automatic cash withdrawals in amounts equal to or less than 1.00% per month of
the value of the shareholder's shares at the time the withdrawal plan commences
(see "Automatic Cash Withdrawal Plan") (provided, however, that automatic cash
withdrawals in amounts equal to or less than 2.00% per month of the value of the
shareholder's shares will be permitted for withdrawal plans that were
established prior to November 7, 1994); (c) redemptions of shares within twelve
months following the death or disability of the shareholder; (d) redemption of
shares made in connection with qualified distributions from retirement plans or
IRAs upon the attainment of age 59 1/2; (e) involuntary redemptions; and (f)
redemptions of shares to effect a combination of the Portfolio with any
investment company by merger, acquisition of assets or otherwise. In addition, a
shareholder who has redeemed shares from other funds of the Smith Barney Mutual
Funds may, under certain circumstances, reinvest all or part of the redemption
proceeds within 60 days and receive pro rata credit for any CDSC imposed on the
prior redemption. CDSC waivers will be granted subject to confirmation (by Smith
Barney in the case of shareholders who are also Smith Barney clients or by First
Data in the case of all other shareholders) of the shareholder's status or
holdings, as the case may be.
SMITH BARNEY 401(K) AND EXECCHOICE(TM) PROGRAMS
Investors may be eligible to participate in the Smith Barney 401(k)
Program or the Smith Barney ExecChoice(TM) Program. To the extent applicable,
the same terms and conditions, which are outlined below, are offered to all
plans participating ("Participating Plans") in these programs.
26
<PAGE>
- --------------------------------------------------------------------------------
Purchase of Shares (continued)
- --------------------------------------------------------------------------------
The Portfolio offers to Participating Plans Class A and Class C shares as
investment alternatives under the Smith Barney 401(k) and ExecChoice(TM)
Programs. Class A and Class C shares acquired through the Participating Plans
are subject to the same service and/or distribution fees as the Class A and
Class C shares acquired by other investors; however, they are not subject to any
initial sales charge or CDSC. Once a Participating Plan has made an initial
investment in the Portfolio, all of its subsequent investments in the Portfolio
must be in the same Class of shares, except as otherwise described below.
Class A Shares. Class A shares of the Portfolio are offered without any
sales charge or CDSC to any Participating Plan that purchases $1,000,000 or more
of Class A shares of one or more funds of the Smith Class C Shares. Class C
shares of the Portfolio are offered without any sales charge or CDSC to any
Participating Plan that purchases less than $1,000,000 of Class C shares of one
or more funds of the Smith Barney Mutual Funds.
401(k) and ExecChoice(TM) Plans Opened On or After June 21, 1996. If, at
the end of the fifth year after the date the Participating Plan enrolled in the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program, a
Participating Plan's total Class C holdings in all non-money market Smith Barney
Mutual Funds equal at least $1,000,000, the Participating Plan will be offered
the opportunity to exchange all of its Class C shares for Class A shares of the
Portfolio. (For Participating Plans that were originally established through a
Smith Barney retail brokerage account, the five-year period will be calculated
from the date the retail brokerage account was opened.) Such Participating Plans
will be notified of the pending exchange in writing within 30 days after the
fifth anniversary of the enrollment date and, unless the exchange offer has been
rejected in writing, the exchange will occur on or about the 90th day after the
fifth anniversary date. If the Participating Plan does not qualify for the
five-year exchange to Class A shares, a review of the Participating Plan's
holdings will be performed each quarter until either the Participating Plan
qualifies or the end of the eighth year.
401(k) Plans Opened Prior to June 21, 1996. In any year after the date a
Participating Plan enrolled in the Smith Barney 401(k) Program or
ExecChoice(TM), if its total Class C holdings in all non-money market Smith
Barney Mutual Funds equal at least $500,000 as of the calendar year-end, the
Participating Plan will be offered the opportunity to exchange all of its Class
C shares for Class A shares of the Portfolio. Such Plans will be notified in
writing within 30 days after the last business day of the calendar year and,
unless the exchange offer has been rejected in writing, the exchange will occur
on or about the last business day of the following March.
Any Participating Plan in the Smith Barney 401(k) Program or
ExecChoice(TM), whether opened before or after June 21, 1996, that has not
previously qualified for
27
<PAGE>
- --------------------------------------------------------------------------------
Purchase of Shares (continued)
- --------------------------------------------------------------------------------
an exchange into Class A shares will be offered the opportunity to exchange all
of its Class C shares for Class A shares of the Portfolio regardless of asset
size, at the end of the eighth year after the date the Participating Plan
enrolled in the Smith Barney 401(k) or ExecChoice(TM) Program. Such Plans will
be notified of the pending exchange in writing approximately 60 days before the
eighth anniversary of the enrollment date and, unless the exchange has been
rejected in writing, the exchange will occur on or about the eighth anniversary
date. Once an exchange has occurred, a Participating Plan will not be eligible
to acquire additional Class C shares of the Portfolio but instead may acquire
Class A shares of the Portfolio. Any Class C shares not converted will continue
to be subject to the distribution fee.
Participating Plans wishing to acquire shares of the Portfolio through the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program must
purchase such shares directly from the Transfer Agent. For further information
regarding these Programs, investors should contact a Smith Barney Financial
Consultant.
Existing 401(k) Plans Investing in Class B Shares. Class B shares of the
Portfolio are not available for purchase by Participating Plans opened on or
after June 21, 1996, but may continue to be purchased by any Participating Plan
in the Smith Barney 401(k) Program opened prior to such date and originally
investing in such Class. Class B shares acquired are subject to a CDSC of 3.00%
of redemption proceeds if the Participating Plan terminates within eight years
of the date the Participating Plan first enrolled in the Smith Barney 401(k)
Program.
At the end of the eighth year after the date the Participating Plan
enrolled in the Smith Barney 401(k) Program, the Participating Plan will be
offered the opportunity to exchange all of its Class B shares for Class A shares
of the Portfolio. Such Participating Plan will be notified of the pending
exchange in writing approximately 60 days before the eighth anniversary of the
enrollment date and, unless the exchange has been rejected in writing, the
exchange will occur on or about the eighth anniversary date. Once the exchange
has occurred, a Participating Plan will not be eligible to acquire additional
Class B shares of the Portfolio but instead may acquire Class A shares of the
Portfolio. If the Participating Plan elects not to exchange all of its Class B
shares at that time, each Class B share held by the Participating Plan will have
the same conversion feature as Class B shares held by other investors. See
"Purchase of Shares -- Deferred Sales Charge Alternatives."
No CDSC is imposed on redemptions of Class B shares to the extent that the
net asset value of the shares redeemed does not exceed the current net asset
value of the shares purchased through reinvestment of dividends or capital gain
distributions, plus the current net asset value of Class B shares purchased more
than eight years prior to the redemption, plus increases in the net asset value
of the shareholder's Class B shares above the purchase payments made during the
preceding eight years. Whether or not the CDSC applies to the redemption by a
Participating Plan depends
28
<PAGE>
- --------------------------------------------------------------------------------
Purchase of Shares (continued)
- --------------------------------------------------------------------------------
on the number of years since the Participating Plan first became enrolled in the
Smith Barney 401(k) Program, unlike the applicability of the CDSC to redemptions
by other shareholders, which depends on the number of years since those
shareholders made the purchase payment from which the amount is being redeemed.
The CDSC will be waived on redemptions of Class B shares in connection
with lump-sum or other distributions made by a Participating Plan as a result
of: (a) the retirement of an employee in the Participating Plan; (b) the
termination of employment of an employee in the Participating Plan; (c) the
death or disability of an employee in the Participating Plan; (d) the attainment
of age 59 1/2 by an employee in the Participating Plan; (e) hardship of an
employee in the Participating Plan to the extent permitted under Section 401(k)
of the Code; or (f) redemptions of shares in connection with a loan made by the
Participating Plan to an employee.
- --------------------------------------------------------------------------------
Exchange Privilege
- --------------------------------------------------------------------------------
Except as otherwise noted below, shares of each Class may be exchanged for
shares of the same Class in the following funds of the Smith Barney Mutual
Funds, to the extent shares are offered for sale in the shareholder's state of
residence. Exchanges of Class A, Class B and Class C shares are subject to
minimum investment requirements and all shares are subject to the other
requirements of the fund into which exchanges are made.
FUND NAME
Growth Funds
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Fundamental Value Fund Inc.
Smith Barney Growth Opportunity Fund
Smith Barney Managed Growth Fund
Smith Barney Natural Resources Fund Inc.
Smith Barney Special Equities Fund
Growth and Income Funds
Concert Social Awareness Fund
Smith Barney Convertible Fund
Smith Barney Funds, Inc. -- Equity Income Portfolio
Smith Barney Growth and Income Fund
Smith Barney Premium Total Return Fund
Smith Barney Utilities Fund
29
<PAGE>
- --------------------------------------------------------------------------------
Exchange Privilege (continued)
- --------------------------------------------------------------------------------
Taxable Fixed-Income Funds
** Smith Barney Adjustable Rate Government Income Fund
Smith Barney Diversified Strategic Income Fund
+++ Smith Barney Funds, Inc. -- Short-Term U.S. Treasury Securities Portfolio
Smith Barney Funds, Inc. -- U.S. Government Securities Portfolio
Smith Barney Government Securities Fund
Smith Barney High Income Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Managed Governments Fund Inc.
Tax-Exempt Funds
Smith Barney Arizona Municipals Fund Inc.
Smith Barney California Municipals Fund Inc.
* Smith Barney Intermediate Maturity California Municipals Fund
* Smith Barney Intermediate Maturity New York Municipals Fund
Smith Barney Managed Municipals Fund Inc.
Smith Barney Massachusetts Municipals Fund
Smith Barney Muni Funds -- Florida Portfolio
Smith Barney Muni Funds -- Georgia Portfolio
* Smith Barney Muni Funds -- Limited Term Portfolio
Smith Barney Muni Funds -- National Portfolio
Smith Barney Muni Funds -- New York Portfolio
Smith Barney Muni Funds -- Pennsylvania Portfolio
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney Oregon Municipals Fund
Smith Barney Tax-Exempt Income Fund
International Funds
Smith Barney World Funds, Inc. -- Emerging Markets Portfolio
Smith Barney World Funds, Inc. -- European Portfolio
Smith Barney World Funds, Inc. -- Global Government Bond Portfolio
Smith Barney World Funds, Inc. -- International Equity Portfolio
Smith Barney World Funds, Inc. -- Pacific Portfolio
Smith Barney Concert Series Inc.
Smith Barney Concert Series Inc. -- Balanced Portfolio
Smith Barney Concert Series Inc. -- Conservative Portfolio
Smith Barney Concert Series Inc. -- Growth Portfolio
Smith Barney Concert Series Inc. -- High Growth Portfolio
Smith Barney Concert Series Inc. -- Income Portfolio
Money Market Funds
+ Smith Barney Exchange Reserve Fund
++ Smith Barney Money Funds, Inc. -- Cash Portfolio
++ Smith Barney Money Funds, Inc. -- Government Portfolio
30
<PAGE>
- --------------------------------------------------------------------------------
Exchange Privilege (continued)
- --------------------------------------------------------------------------------
*** Smith Barney Money Funds, Inc. -- Retirement Portfolio
+++ Smith Barney Municipal Money Market Fund, Inc.
+++ Smith Barney Muni Funds -- California Money Market Portfolio
+++ Smith Barney Muni Funds -- New York Money Market Portfolio
================================================================================
* Available for exchange with Class A, Class C and Class Y shares of the
Portfolio.
** Available for exchange with Class A, Class B and Class Y shares of the
Portfolio. In addition, shareholders who own Class C shares of the
Portfolio through the Smith Barney 401(k) Program may exchange those
shares for Class C shares of this fund.
*** Available for exchange with Class A shares of the Portfolio.
+ Available for exchange with Class B and Class C shares of the Portfolio.
++ Available for exchange with Class A and Class Y shares of the Portfolio.
In addition, shareholders who own Class C shares of the Portfolio through
the Smith Barney 401(k) or ExecChoice(TM) Programs may exchange those
shares for Class C shares of this fund.
+++ Available for exchange with Class A and Class Y shares of the Portfolio.
Class B Exchanges. In the event a Class B shareholder (unless such
shareholder was a Class B shareholder of the Short-Term World Income Fund on
July 15, 1994) wishes to exchange all or a portion of his or her shares in any
of the funds imposing a higher CDSC than that imposed by the Portfolio, the
exchanged Class B shares will be subject to the higher applicable CDSC. Upon an
exchange, the new Class B shares will be deemed to have been purchased on the
same date as the Class B shares of the Portfolio that have been exchanged.
Class C Exchanges. Upon an exchange, the new Class C shares will be deemed
to have been purchased on the same date as the Class C shares of the Portfolio
that have been exchanged.
Class A and Class Y Exchanges. Class A and Class Y shareholders of the
Portfolio who wish to exchange all or a portion of their shares for shares of
the respective Class in any of the funds identified above may do so without
imposition of any charge.
Additional Information Regarding the Exchange Privilege. Although the
exchange privilege is an important benefit, excessive exchange transactions can
be detrimental to the Portfolio's performance and its shareholders. The Manager
may determine that a pattern of frequent exchanges is excessive and contrary to
the best interests of the Portfolio's other shareholders. In this event, the
Fund may, at its discretion, decide to limit additional purchases and/or
exchanges by the shareholder. Upon such a determination, the Fund will provide
notice in writing or by telephone to the shareholder at least 15 days prior to
suspending the exchange privilege and during the 15 day period the shareholder
will be required to (a) redeem his or her shares in the Portfolio or (b) remain
invested in the Portfolio or exchange into any of the funds of the Smith Barney
Mutual Funds ordinarily available, which position the shareholder would be
expected to maintain for a significant period of time. All relevant factors will
be considered in determining what constitutes an abusive pattern of exchanges.
31
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Exchange Privilege (continued)
- --------------------------------------------------------------------------------
Certain shareholders may be able to exchange shares by telephone. See
"Redemption of Shares -- Telephone Redemption and Exchange Program." Exchanges
will be processed at the net asset value next determined. Redemption procedures
discussed below are also applicable for exchanging shares, and exchanges will be
made upon receipt of all supporting documents in proper form. If the account
registration of the shares of the fund being acquired is identical to the
registration of the shares of the fund exchanged, no signature guarantee is
required. A capital gain or loss for tax purposes will be realized upon the
exchange, depending upon the cost or other basis of shares redeemed. Before
exchanging shares, investors should read the current prospectus describing the
shares to be acquired. The Portfolio reserves the right to modify or discontinue
exchange privileges upon 60 days' prior notice to shareholders.
Redemption of Shares
The Fund is required to redeem the shares of the Portfolio tendered to it,
as described below, at a redemption price equal to their net asset value per
share next determined after receipt of a written request in proper form at no
charge other than any applicable CDSC. Redemption requests received after the
close of regular trading on the NYSE are priced at the net asset value next
determined.
If a shareholder holds shares in more than one Class, any request for
redemption must specify the Class being redeemed. In the event of a failure to
specify which Class, or if the investor owns fewer shares of the Class than
specified, the redemption request will be delayed until the Fund's transfer
agent receives further instructions from Smith Barney, or if the shareholder's
account is not with Smith Barney, from the shareholder directly. The redemption
proceeds will be remitted on or before the third business day following receipt
of proper tender, except on any days on which the NYSE is closed or as permitted
under the Act in extraordinary circumstances. Generally, if the redemption
proceeds are remitted to a Smith Barney brokerage account, these funds will not
be invested for the shareholder's benefit without specific instruction and Smith
Barney will benefit from the use of temporarily uninvested funds.
Redemption proceeds for shares purchased by check, other than a certified
or official bank check, will be remitted upon clearance of the check, which may
take up to ten days or more.
Shares held by Smith Barney as custodian must be redeemed by submitting a
written request to a Smith Barney Financial Consultant. Shares other than those
held by Smith Barney as custodian may be redeemed through an investor's
Financial Consultant, Introducing Broker or dealer in the selling group or by
submitting a written request for redemption to:
32
<PAGE>
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Redemption of Shares (continued)
- --------------------------------------------------------------------------------
Smith Barney World Funds, Inc./ International Balanced Portfolio
Class A, B, C, or Y (please specify)
c/o First Data Investor Services Group, Inc.
P.O. Box 9134
Boston, Massachusetts 02205-9134
A written redemption request must (a) state the Class and number or dollar
amount of shares to be redeemed, (b) identify the shareholder's account number
and (c) be signed by each registered owner exactly as the shares are registered.
If the shares to be redeemed were issued in certificate form, the certificates
must be endorsed for transfer (or be accompanied by an endorsed stock power) and
must be submitted to First Data together with the redemption request. Any
signature appearing on a share certificate, stock power or written redemption
request in excess of $2,000 must be guaranteed by an eligible guarantor
institution, such as a domestic bank, savings and loan institution, domestic
credit union, member bank of the Federal Reserve System or member firm of a
national securities exchange. Written redemption requests of $2,000 or less do
not require a signature guarantee unless more than one such redemption request
is made in any 10-day period. Redemption proceeds will be mailed to an
investor's address of record. First Data may require additional supporting
documents for redemptions made by corporations, executors, administrators,
trustees or guardians. A redemption request will not be deemed properly received
until First Data receives all required documents in proper form.
AUTOMATIC CASH WITHDRAWAL PLAN
The Portfolio offers shareholders an automatic cash withdrawal plan, under
which shareholders who own shares with a value of at least $10,000 may elect to
receive cash payments of at least $50 monthly or quarterly. Retirement plan
accounts are eligible for automatic cash withdrawal plans only where the
shareholder is eligible to receive qualified distributions and has an account
value of at least $5,000. The withdrawal plan will be earned over on exchanges
between funds or Classes of the Portfolio. Any applicable CDSC will not be
waived on amounts withdrawn by a shareholder that exceed 1.00% per month of the
value of the shareholder's shares subject to the CDSC at the time the withdrawal
plan commences.
(With respect to withdrawal plans in effect prior to November 7, 1994, any
applicable CDSC will be waived on amounts withdrawn that do not exceed 2.00% per
month of the value of the shareholder's shares subject to the CDSC.) For further
information regarding the automatic cash withdrawal plan, shareholders should
contact a Smith Barney Financial Consultant.
TELEPHONE REDEMPTION AND EXCHANGE PROGRAM
Shareholders who do not have a Smith Barney brokerage account may be
33
<PAGE>
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Redemption of Shares (continued)
- --------------------------------------------------------------------------------
eligible to redeem and exchange Fund shares by telephone. To determine if a
shareholder is entitled to participate in this program, he or she should contact
First Data at 1-800-451-2010. Once eligibility is confirmed, the shareholder
must complete and return a Telephone/Wire Authorization Form, along with a
signature guarantee, that will be provided by First Data upon request.
(Alternatively, an investor may authorize telephone redemptions on the new
account application with the applicant's signature guarantee when making his/her
initial investment in the Fund.)
Redemptions. Redemption requests of up to $10,000 of any class or classes
of the Fund's shares, may be made by eligible shareholders by calling First Data
at 1-800-451-2010. Such requests may be made between 9:00 a.m. and 5:00 p.m.
(New York City time) on any day the NYSE is open. Redemptions of shares (i) by
retirement plans or (ii) for which certificates have been issued are not
permitted under this program.
A shareholder will have the option of having the redemption proceeds
mailed to his/her address of record or wired to a bank account predesignated by
the shareholder. Generally, redemption proceeds will be mailed or wired, as the
case may be, on the next business day following the redemption request. In order
to use the wire procedures, the bank receiving the proceeds must be a member of
the Federal Reserve System or have a correspondent relationship with a member
bank. The Fund reserves the right to charge shareholders a nominal fee for each
wire redemption. Such charges, if any, will be assessed against the
shareholder's account from which shares were redeemed. In order to change the
bank account designated to receive redemption proceeds, a shareholder must
complete a new Telephone/Wire Authorization Form and, for the protection of the
shareholder's assets, will be required to provide a signature guarantee and
certain other documentation.
Exchanges. Eligible shareholders may make exchanges by telephone if the
account registration of the shares of the fund being acquired is identical to
the registration of the shares of the fund exchanged. Such exchange requests may
be made by calling First Data at 1-800-451-2010 between 9:00 a.m. and 5:00 p.m.
(New York City time) on any day on which the NYSE is open.
Additional Information regarding Telephone Redemption and Exchange
Program. Neither the Fund nor its agents will be liable for following
instructions communicated by telephone that are reasonably believed to be
genuine. The Fund and its agents will employ procedures designed to verify the
identity of the caller and legitimacy of instructions (for example, a
shareholder's name and account number will be required and phone calls may be
recorded). The Fund reserves the right to suspend, modify or discontinue the
telephone redemption and exchange program or to impose a charge for this service
at any time following at least seven (7) days prior notice to shareholders.
34
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Minimum Account Size
- --------------------------------------------------------------------------------
The Fund reserves the right to involuntarily liquidate any shareholder's
account in the Portfolio if the aggregate net asset value of the shares held in
the Portfolio account is less than $500. (If a shareholder has more than one
account in this Portfolio, each account must satisfy the minimum account size.)
The Fund, however, will not redeem shares based solely on market reductions in
net asset value. Before the Fund exercises such right, shareholders will receive
written notice and will be permitted 60 days to bring accounts up to the minimum
to avoid involuntary liquidation.
- --------------------------------------------------------------------------------
Performance
- --------------------------------------------------------------------------------
From time to time the Portfolio may include its total return, average
annual total return and current dividend return in advertisements and/or other
types of sales literature. These figures are computed separately for Class A,
Class B, Class C and Class Y shares of the Portfolio. These figures are based on
historical earnings and are not intended to indicate future performance. Total
return is computed for a specified period of time assuming deduction of the
maximum sales charge, if any, from the initial amount invested and reinvestment
of all income dividends and capital gain distributions on the reinvestment dates
at prices calculated as stated in this Prospectus, then dividing the value of
the investment at the end of the period so calculated by the initial amount
invested and subtracting 100%. The standard average annual total return, as
prescribed by the SEC is derived from this total return, which provides the
ending redeemable value. Such standard total return information may also be
accompanied with nonstandard total return information for differing periods
computed in the same manner but without annualizing the total return or taking
sales charges into account. The Portfolio calculates current dividend return for
each Class by annualizing the most recent monthly distribution and dividing by
the net asset value or the maximum public offering price (including sales
charge) on the last day of the period for which current dividend return is
presented. The current dividend return for each Class may vary from time to time
depending on market conditions, the composition of its investment portfolio and
operating expenses. These factors and possible differences in the methods used
in calculating current dividend return should be considered when comparing a
Class's current return to yields published for other investment companies and
other investment vehicles. The Portfolio may also include comparative
performance information in advertising or marketing its shares. Such performance
information may include data from Lipper Analytical Services, Inc. and other
financial publications.
35
<PAGE>
- --------------------------------------------------------------------------------
Management of the Fund
- --------------------------------------------------------------------------------
BOARD OF DIRECTORS
Overall responsibility for management and supervision of the Portfolio
rests with the Fund's Board of Directors. The Directors approve all significant
agreements between the Fund and the companies that furnish services to the Fund
and the Portfolio, including agreements with the Fund's distributor, investment
manager, custodian and transfer agent. The day-to-day operations of the
Portfolio are delegated to the Portfolio's investment manager. The Statement of
Additional Information contains background information regarding each Director
and executive officer of the Fund.
MANAGER
The Manager manages the day-to-day operations of the Portfolio pursuant to
a management agreement entered into by the Fund on behalf of the Portfolio under
which the Manager is responsible for furnishing or causing to be furnished to
the Portfolio advice and assistance with respect to the acquisition, holding or
disposal of securities and recommendations with respect to other aspects and
affairs of the Portfolio and furnishes the Portfolio with bookkeeping,
accounting and administrative services, office space and equipment, and the
services of the officers and employees of the Fund. By written agreement the
research and other departments and staff of Smith Barney furnish the Manager
with information, advice and assistance and are available for consultation on
the Portfolio, thus Smith Barney may also be considered an investment adviser to
the Fund. Smith Barney's services are paid for by the Manager on the basis of
direct and indirect costs to Smith Barney of performing such services; there is
no charge to the Fund for such services. For the services provided by the
Manager, the Portfolio pays the Manager an annual fee calculated at the rate of
0.85% of the Portfolio's average daily net assets, paid monthly. Although this
fee is higher than that paid by most investment companies, the Portfolio's
management has determined that it is comparable to the fee charged by other
investment advisers of investment companies that have similar investment
objectives and policies.
For the Portfolio's last fiscal year the management fee was 0.85% of the
Portfolio's average net assets and the total operating expenses were 1.81% for
the Class A shares; 2.62% for Class B shares; 2.62% for Class C shares; and
1.21% for Class Y shares.
The management agreement further provides that all other expenses not
specifically assumed by the Manager under the management agreement on behalf of
the Portfolio are borne by the Fund. Expenses payable by the Fund include, but
are not limited to, all charges of custodians (including sums as custodian and
sums for keeping books and for rendering other services to the Fund) and
shareholder servicing agents, expenses of preparing, printing and distributing
all prospectuses,
36
<PAGE>
- --------------------------------------------------------------------------------
Management of the Fund (continued)
- --------------------------------------------------------------------------------
proxy material, reports and notices to shareholders, all expenses of
shareholders' and directors' meetings, filing fees and expenses relating to the
registration and qualification of the Fund's shares and the Fund under federal
or state securities laws and maintaining such registrations and qualifications
(including the printing of the Fund's registration statements), fees of auditors
and legal counsel, costs of performing portfolio valuations, out-of-pocket
expenses of directors and fees of directors who are not "interested persons" as
defined in the Act, interest, taxes and governmental fees, fees and commissions
of every kind, expenses of issue, repurchase or redemption of shares, insurance
expense, association membership dues, all other costs incident to the Fund's
existence and extraordinary expenses such as litigation and indemnification
expenses. Direct expenses are charged to each of the Fund's Portfolios; general
corporate expenses are allocated on the basis of relative net assets.
The Manager was incorporated on March 12, 1968 under the laws of Delaware.
As of December 31, 1996 the Manager had aggregate assets under management of
approximately $80 billion. The Manager, Smith Barney and Holdings are each
located at 388 Greenwich Street, New York, New York 10013. The term "Smith
Barney" in the title of the Fund has been adopted by permission of Smith Barney
and is subject to the right of Smith Barney to elect that the Fund stop using
the term in any form or combination of its name.
PORTFOLIO MANAGEMENT
The Portfolio is managed by Maurits E. Edersheim, Jeffrey Russell, James
Conheady and Victor Filatov. Mr. Edersheim is Chairman and Advisory Director of
the Fund and is Deputy Chairman of Smith Barney International Incorporated. Mr.
Conheady and Mr. Russell, both Vice Presidents of the Fund and Managing
Directors of Smith Barney, are members of the International Money Management
team. Mr. Filatov is a Vice President of the Fund and President and Director of
Smith Barney Global Capital Management, Inc., an affiliate of Smith Barney. He
is also a Managing Director of Smith Barney. Prior to joining Smith Barney in
1993, Mr. Filatov was a Vice President of J.P. Morgan Securities, Inc.
The percentage of the Portfolio's assets to be invested in equity and debt
securities will be determined by an asset allocation committee, made up of Mr.
Russell, Mr. Filatov and Heath B. McLendon, who is Chief Executive Officer of
the Fund.
Management's discussion and analysis, and additional performance
information regarding the Portfolio during the fiscal year ended October 31,
1996 is included in the Annual Report dated October 31, 1996. A copy of the
Annual Report may be obtained upon request and without charge from a Smith
Barney Financial Consultant or by writing or calling the Fund at the address or
phone number listed on page one of this Prospectus.
37
<PAGE>
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Distributor
- --------------------------------------------------------------------------------
Smith Barney distributes shares of the Portfolio as principal underwriter
and as such conducts a continuous offering pursuant to a "best efforts"
arrangement requiring Smith Barney to take and pay for only such securities as
may be sold to the public. Pursuant to a plan of distribution adopted by the
Portfolio under Rule 12b-1 under the Act (the "Plan"), Smith Barney is paid a
service fee with respect to Class A, Class B and Class C shares of the Portfolio
at the annual rate of 0.25% of the average daily net assets attributable to
these Classes. Smith Barney is also paid a distribution fee with respect to
Class B and Class C shares at the annual rate of 0.75% of the average daily net
assets attributable to these Classes. Class B shares that automatically convert
to Class A shares eight years after the date of original purchase will no longer
be subject to a distribution fee. The fees are used by Smith Barney to pay its
Financial Consultants for servicing shareholder accounts and, in the case of
Class B and Class C shares, to cover expenses primarily intended to result in
the sale of those shares. These expenses include: advertising expenses; the cost
of printing and mailing prospectuses to potential investors; payments to and
expenses of Smith Barney Financial Consultants and other persons who provide
support services in connection with the distribution of shares; interest and/or
carrying charges; and indirect and overhead costs of Smith Barney associated
with the sale of Portfolio shares, including lease, utility, communications and
sales promotion expenses.
The payments to Smith Barney Financial Consultants for selling shares of a
Class include a commission or fee paid by the investor or Smith Barney at the
time of sale and, with respect to Class A, Class B and Class C shares, a
continuing fee for servicing shareholder accounts for as long as a shareholder
remains a holder of that Class. Smith Barney Financial Consultants may receive
different levels of compensation for selling different Classes of shares.
Payments under the Plan with respect to Class B and Class C shares are not
tied exclusively to the distribution and shareholder services expenses actually
incurred by Smith Barney and the payments may exceed distribution expenses
actually incurred. The Fund's Board of Directors will evaluate the
appropriateness of the Plan and its payment terms on a continuing basis and in
so doing will consider all relevant factors, including expenses borne by Smith
Barney, amounts received under the Plan and proceeds of the CDSC.
Additional Information
The Fund, an open-end investment company, was incorporated in Maryland on
March 22, 1991. The Fund has an authorized capital of 1,000,000,000 shares with
a par value of $.001 per share. The Board of Directors has authorized the
issuance of six series of shares, each representing shares in one of six
separate Portfolios and
38
<PAGE>
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Additional Information (continued)
- --------------------------------------------------------------------------------
may authorize the issuance of additional series of shares in the future. The
assets of each Portfolio are segregated and separately managed and a
shareholder's interest is in the assets of the Portfolio in which he or she
holds shares. Class A, Class B, Class C and Class Y shares of the Portfolio
represent interests in the assets of the Portfolio and have identical voting,
dividend, liquidation and other rights on the same terms and conditions except
that expenses related to the distribution of each Class of shares are borne
solely by each Class and each Class of shares has exclusive voting rights with
respect to provisions of the Fund's Rule 12b-1 distribution plan which pertain
to a particular Class. As described under "Voting" in the Statement of
Additional Information, the Fund ordinarily will not hold meetings of
shareholders annually; however, shareholders have the right to call a meeting
upon a vote of 10% of the Fund's outstanding shares for the purpose of voting to
remove directors, and the Fund will assist shareholders in calling such a
meeting as required by the Act. Shares do not have cumulative voting rights or
preemptive rights and are fully paid, transferable and nonassessable when issued
for payment as described in this Prospectus.
The Chase Manhattan Bank, located at Chase MetroTech Center, Brooklyn New
York 11245, serves as custodian of the Portfolio's investments.
First Data, located at Exchange Place, Boston, Massachusetts 02109, serves
as the Fund's transfer agent.
The Fund sends its shareholders a semi-annual report and an audited annual
report, which include listings of the investment securities held by the Fund at
the end of the period covered. In an effort to reduce the Fund's printing and
mailing costs, the Fund plans to consolidate the mailing of its semi-annual and
annual reports by household. This consolidation means that a household having
multiple accounts with the identical address of record will receive a single
copy of each report. In addition, the Fund also plans to consolidate the mailing
of its Prospectus so that a shareholder having multiple accounts (that is,
individual, IRA and/or Self-Employed Retirement Plan accounts) will receive a
single Prospectus annually. Shareholders who do not want this consolidation to
apply to their account should contact their Smith Barney Financial Consultant or
the Fund's transfer agent.
39
<PAGE>
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Appendix
- --------------------------------------------------------------------------------
FOREIGN CURRENCIES. The value of the Portfolio's investments, and the
value of dividends and interest earned by the Portfolio, may be significantly
affected by changes in currency exchange rates. Some foreign currency values may
be volatile, and there is the possibility of governmental controls on currency
exchange or governmental intervention in currency markets, which could adversely
affect the Portfolio. Although the Manager may attempt to manage currency
exchange rate risks, there is no assurance that the Manager will do so at an
appropriate time or that the Manager will be able to predict exchange rates
accurately. For example, if the Manager increases the Portfolio's exposure to a
foreign currency, and that currency's value subsequently falls, the Manager's
currency management may result in increased losses to the Portfolio. Similarly,
if the Manager hedges the Portfolio's exposure to a foreign currency, and that
currency's value rises, the Portfolio will lose the opportunity to participate
in the currency's appreciation.
OPTIONS AND FUTURES CONTRACTS. The Portfolio may buy and sell options and
futures contracts to manage its exposure to changing interest rates, security
prices, and currency exchange rates. Some options and futures strategies,
including selling futures, buying puts, and writing calls, tend to hedge the
Portfolio's investments against price fluctuations. Other strategies, including
buying futures, writing puts, and buying calls, tend to increase market
exposure. Options and futures may be combined with each other or with forward
contracts in order to adjust the risk and return characteristics of the overall
strategy. The Portfolio may invest in options and futures based on any type of
security, index, or currency, including options and futures traded on foreign
exchanges and options not traded on exchanges.
Options and futures can be volatile investments, and involve certain
risks. If the Manager applies a hedge at an inappropriate time or judges market
conditions incorrectly, options and futures strategies may lower the Portfolio's
return. The Portfolio could also experience losses if the prices of its options
and futures positions were poorly correlated with its other investments, or if
it could not close out its positions because of an illiquid secondary market.
The Portfolio will not hedge more than 25% of its total assets by selling
futures, buying puts, and writing calls under normal conditions. In addition,
the Portfolio will not buy futures or write puts whose underlying value exceeds
25% of its total assets, and will not buy calls with a value exceeding 5% of its
total assets.
SWAP AGREEMENTS. As one way of managing its exposure to different types of
investments, the Portfolio may enter into interest rate swaps, currency swaps,
and other types of swap agreements such as caps, collars, and floors. in a
typical interest rate swap, one party agrees to make regular payments equal to a
A-1
<PAGE>
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Appendix (continued)
- --------------------------------------------------------------------------------
floating interest rate times a "notional principal amount," in return for
payments equal to a fixed rate times the same amount for a specified period of
time. If a swap agreement provides for payments in different currencies, the
parties might agree to exchange the notional principal amount as well. Swaps may
also depend on other prices or rates, such as the value of a index or mortgage
prepayment rates.
Swap agreements are sophisticated hedging instruments that typically
involve a small investment of cash relative to the magnitude of risks assumed.
As a result, swaps can be highly volatile and may have a considerable impact on
the Portfolio's performance. Swap agreements are subject to risks related to the
counterparty's ability to perform, and may decline in value if the
counterparty's creditworthiness deteriorates. The Portfolio may also suffer
losses if it is unable to terminate outstanding swap agreements or reduce its
exposure through offsetting transactions.
INDEXED SECURITIES. The Portfolio may invest in indexed securities,
including inverse floaters, whose value is linked to currencies, interest rates,
commodities, indices, or other financial indicators. Most indexed securities are
short to intermediate term fixed-income securities whose values at maturity or
interest rates rise or fall according to the change in one or more specified
underlying instruments. Indexed securities may be positively or negatively
indexed (i.e., their value may increase or decrease if the underlying instrument
appreciates), and may have return characteristics similar to direct investments
in the underlying instrument or to one or more options on the underlying
instrument. Indexed securities may be more volatile than underlying instrument
itself. No more than 5% of the Portfolio's assets will be invested in inverse
floaters.
SOVEREIGN DEBT OBLIGATIONS. The Portfolio may purchase sovereign debt
instruments issued or guaranteed by foreign governments or their agencies,
including debt of developing countries. Sovereign debt may be in the form of
conventional securities or other types of debt instruments such as loans or loan
participations. Sovereign debt of developing countries may involve a high degree
of risk, and may be in default or present the risk of default. Governmental
entities responsible for repayment of the debt may be unable or unwilling to
repay principal and interest when due, and may require renegotiation or
rescheduling of debt payments. In addition, prospects for repayment of principal
and interest may depend on political as well as economic factors. Although some
sovereign debt, such as Brady Bonds, is collateralized by U.S. Government
securities, repayment of principal and interest is not guaranteed by the U.S.
Government.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. The Portfolio may purchase
interests in amounts owed by a corporate, governmental, or other borrower to
another party. These interests may represent amounts owed to lenders or lending
syndicates (loans and loan participations), to suppliers of goods or
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<PAGE>
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APPENDIX (CONTINUED)
- --------------------------------------------------------------------------------
services (trade claims or other receivables), or to other parties. Direct debt
instruments involve the risk of loss in case of default or insolvency of the
borrower and may offer less legal protection to the Portfolio in the event of
fraud or misrepresentation. In addition, loan participations involve a risk of
insolvency of the lending bank or other financial intermediary. Direct debt
instruments may also include standby financing commitments that obligate the
Portfolio to supply additional cash to the borrower on demand.
FLOATING AND VARIABLE RATE INCOME SECURITIES. Income securities may
provide for floating or variable rate interest or dividend payments. The
floating or variable rate may be determined by reference to a known lending
rate, such as a bank's prime rate, a certificate of deposit rate or the London
InterBank Offered Rate (LIBOR). Alternatively, the rate may be determined
through an auction or remarketing process. The rate also may be indexed to
changes in the values of interest rate or securities indexes, currency exchange
rates or other commodities. The amount by which the rate paid on an income
security may increase or decrease and may be subject to periodic or lifetime
caps. Floating and variable rate income securities include securities whose
rates vary inversely with changes in market rates of interest. Such securities
may also pay a rate of interest determined by applying a multiple to the
variable rate. The extent of increases and decreases in the value of securities
whose rates vary inversely with changes in market rates of interest generally
will be larger than comparable changes in the value of an equal principal amount
of a fixed rate security having similar credit quality, redemption provisions
and maturity.
ZERO COUPON, DISCOUNT AND PAYMENT-IN-KIND SECURITIES. The Portfolio may
invest in "zero coupon" and other deep discount securities of governmental or
private issuers. Zero coupon securities generally pay no cash interest (or
dividends in the case of preferred stock) to their holders prior to maturity.
Payment-in-kind securities allow the lender, at its option, to make current
interest payments on such securities either in cash or in additional securities.
Accordingly, such securities usually are issued and traded at a deep discount
from their face or par value and generally are subject to greater fluctuations
of market value in response to changing interest rates than securities of
comparable maturities and credit quality that pay cash interest (or dividends in
the case of preferred stock) on a current basis.
PREMIUM SECURITIES. The Portfolio may invest in income securities bearing
coupon rates higher than prevailing market rates. Such "premium" securities are
typically purchased at prices greater than the principal amounts payable on
maturity. The Portfolio will not amortize the premium paid for such securities
in calculating its net investment income. As a result, in such cases the
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<PAGE>
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APPENDIX (CONTINUED)
- --------------------------------------------------------------------------------
purchase of such securities provides the Portfolio a higher level of investment
income distributable to shareholders on a current basis than if the Portfolio
purchased securities bearing current market rates of interest. If securities
purchased by the Portfolio at a premium are called or sold prior to maturity,
the Portfolio will recognize a capital loss to the extent the call or sale price
is less than the purchase price. Additionally, the Portfolio will recognize a
capital loss if it holds such securities to maturity.
YANKEE BONDS. The Portfolio may invest in U.S. dollar-denominated bonds
sold in the United States by non-U.S. issuers ("Yankee bonds"). As compared with
bonds issued in the United States, such bond issues normally carry a higher
interest rate but are less actively traded.
BORROWINGS. The Portfolio may borrow from banks, on a secured or unsecured
basis, up to 25% of the value of its assets so long as the Portfolio maintains
asset coverage ratios specified in the Act. If the Portfolio borrows and uses
the proceeds to make additional investments, income and appreciation from such
investments will improve its performance if they exceed the associated borrowing
costs but impair its performance if they are less than such borrowing costs.
This speculative factor is known as "leverage."
Leverage creates an opportunity for increased returns to shareholders of
the Portfolio but, at the same time, creates special risk considerations. For
example, leverage may exaggerate changes in the net asset value of the
Portfolio's shares and in the Portfolio's yield. Although the principal or
stated value of such borrowings will be fixed, the Portfolio assets may change
in value during the time the borrowing is outstanding. Leverage will create
interest or dividend expenses for the Portfolio which can exceed the income from
the assets retained. To the extent the income or other gain derived from
securities purchased with borrowed funds exceeds the interest or dividends the
Portfolio will have to pay in respect thereof, the Portfolio's net income or
other gain will be greater than if leverage had not been used. Conversely, if
the income or other gain from the incremental assets is not sufficient to cover
the cost of leverage, the net income or other gain of the Portfolio will be less
than if leverage had not been used. If the amount of income from the incremental
securities is insufficient to cover the cost of borrowing, securities might have
to be liquidated to obtain required funds. Depending on market or other
conditions, such liquidations could be disadvantageous to the Portfolio.
REPURCHASE AGREEMENTS AND SECURITIES LOANS. The Portfolio may enter into
repurchase agreements on up to 25% of its assets and may lend for a fee
portfolio securities amounting up to one-third of its assets. These transactions
must be fully collateralized at all times, and the Manager will monitor the
value of the
A-4
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Appendix (continued)
- --------------------------------------------------------------------------------
collateral, which will be marked to the market daily, to determine that the
value is at least 100% of the agreed upon sum to be paid to the Portfolio.
Repurchase agreements and lending of portfolio securities involve some credit
risk to the Portfolio, if the other party defaults on its obligations, since the
Portfolio could be delayed or prevented from recovering the collateral.
FOREIGN REPURCHASE AGREEMENTS. In addition to repurchase agreements solely
in U.S. markets, the Portfolio may enter into repurchase agreements with respect
to foreign securities and repurchase agreements denominated in foreign
currencies. Foreign repurchase agreements may be less well secured than
repurchase agreements in U.S. markets, and may involve greater risks of loss if
the counterparty should default on its obligations. As a result, the
creditworthiness of the other party is an especially important concern.
ILLIQUID INVESTMENTS. The Portfolio may invest up to 15% of its assets in
illiquid investments. Under the supervision of the Board of Directors, the
Manager determines the liquidity of the Portfolio's investments. The absence of
a trading market can make it difficult to ascertain a market value for illiquid
investments. Disposing of illiquid investments may involve time-consuming
negotiation and legal expenses, and it may be difficult or impossible for a
Portfolio to sell them promptly at an acceptable price.
RESTRICTED SECURITIES. The Portfolio may invest no more than 5% of its
total assets in securities which cannot be sold to the public without
registration under the Securities Act of 1933 (restricted securities). Unless
registered for sale, these securities can only be sold in privately negotiated
transactions or pursuant to an exemption from registration. Restricted
securities (excluding securities issued pursuant to Rule 144A of the Securities
Act of 1933) are considered to be illiquid and are subject to the 15% limitation
on investments in illiquid securities.
DELAYED-DELIVERY TRANSACTIONS. The Portfolio may buy and sell securities
on a when-issued or delayed-delivery basis, with payment and delivery taking
place at a future date. The market value of securities purchased in this way may
change before the delivery date, which could increase fluctuation in the
Portfolio's yield. Although the Portfolio has not established any limit on the
percentage of its assets that may be committed in connection with such
transactions, the Portfolio will maintain a segregated account with its
custodian of cash, debt securities of any grade or equity securities,
denominated in U.S. dollars or non-U.S. currencies in an aggregate amount equal
to the amount of its commitment in connection with such transactions, provided
such securities have been determined by the Manager to be liquid and
unencumbered, and are marked to market daily, pursuant to guidelines established
by the Directors.
A-5
<PAGE>
SMITH BARNEY
------------
A Member of Travelers Group [Logo]
Smith Barney
World Funds, Inc.
International
Balanced Portfolio
388 Greenwich Street
New York, New York 10013
FD 0575 2/97
<PAGE>
P R O S P E C T U S
SMITH BARNEY WORLD FUNDS, INC.
European Portfolio
FEBRUARY 28, 1997
PROSPECTUS BEGINS ON PAGE ONE
[LOGO] SMITH BARNEY MUTUAL FUNDS
Investing for your future.
Everyday.
<PAGE>
PROSPECTUS FEBRUARY 28, 1997
Smith Barney World Funds, Inc.
European Portfolio
388 Greenwich Street
New York, New York 10013
(212) 723-9218
The European Portfolio (the "Portfolio") is one of the investment portfolios
that currently comprise Smith Barney World Funds, Inc. (the "Fund"). The Port-
folio seeks long term capital appreciation by investing primarily in equity
securities of issuers based in countries of Europe.
This Prospectus sets forth concisely certain information about the Fund and
the Portfolio, including sales charges, distribution and service fees and
expenses, that prospective investors will find helpful in making an investment
decision. Investors are encouraged to read this Prospectus carefully and retain
it for future reference.
Additional information about the Portfolio is contained in a Statement of
Additional Information dated February 28, 1997, as amended or supplemented from
time to time, that is available upon request and without charge by calling or
writing the Fund at the telephone number or address set forth above or by con-
tacting a Smith Barney Financial Consultant. The Statement of Additional Infor-
mation has been filed with the Securities and Exchange Commission (the "SEC")
and is incorporated by reference into this Prospectus in its entirety.
SMITH BARNEY INC.
Distributor
SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
Investment Manager
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
PROSPECTUS SUMMARY 3
- -------------------------------------------------
FINANCIAL HIGHLIGHTS 10
- -------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES 12
- -------------------------------------------------
VALUATION OF SHARES 17
- -------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES 18
- -------------------------------------------------
PURCHASE OF SHARES 20
- -------------------------------------------------
EXCHANGE PRIVILEGE 30
- -------------------------------------------------
REDEMPTION OF SHARES 33
- -------------------------------------------------
MINIMUM ACCOUNT SIZE 36
- -------------------------------------------------
PERFORMANCE 36
- -------------------------------------------------
MANAGEMENT OF THE FUND 37
- -------------------------------------------------
DISTRIBUTOR 38
- -------------------------------------------------
ADDITIONAL INFORMATION 39
- -------------------------------------------------
APPENDIX A-1
- -------------------------------------------------
- -------------------------------------------------
</TABLE>
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the Fund
or the Distributor. This Prospectus does not constitute an offer by the Fund or
the Distributor to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction.
- --------------------------------------------------------------------------------
2
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by detailed information
appearing elsewhere in this Prospectus and in the Statement of Additional
Information. Cross references in this summary are to headings in the Prospec-
tus. See "Table of Contents."
INVESTMENT OBJECTIVE The Portfolio is an open-end, management investment com-
pany whose investment objective is to seek long-term capital appreciation by
investing primarily in equity securities of issuers based in countries of
Europe. See "Investment Objective and Management Policies."
ALTERNATIVE PURCHASE ARRANGEMENTS The Portfolio offers several classes of
shares ("Classes") to investors designed to provide them with the flexibility
of selecting an investment best suited to their needs. The general public is
offered three Classes of shares: Class A shares, Class B shares and Class C
shares, which differ principally in terms of sales charges and rate of expenses
to which they are subject. A fourth Class of shares, Class Y shares, is offered
only to investors meeting an initial investment minimum of $5,000,000. See
"Purchase of Shares" and "Redemption of Shares."
Class A Shares. Class A shares are sold at net asset value plus an initial
sales charge of up to 5.00% and are subject to an annual service fee of 0.25%
of the average daily net assets of the Class. The initial sales charge may be
reduced or waived for certain purchases. Purchases of Class A shares, which
when combined with current holdings of Class A shares offered with a sales
charge equal or exceed $500,000 in the aggregate, will be made at net asset
value with no initial sales charge, but will be subject to a contingent
deferred sales charge ("CDSC") of 1.00% on redemptions made within 12 months of
purchase. See "Prospectus Summary -- Reduced or No Initial Sales Charge."
Class B Shares. Class B shares are offered at net asset value subject to a
maximum CDSC of 5.00% of redemption proceeds, declining by 1.00% each year
after the date of purchase to zero. This CDSC may be waived for certain redemp-
tions. Class B shares are subject to an annual service fee of 0.25% and an
annual distribution fee of 0.75% of the average daily net assets of the Class.
The Class B shares' distribution fee may cause that Class to have higher
expenses and pay lower dividends than Class A shares.
Class B Shares Conversion Feature. Class B shares will convert automatically
to Class A shares, based on relative net asset value, eight years after the
date of the original purchase. Upon conversion, these shares will no longer be
subject to an annual distribution fee. In addition, a certain portion of Class
B shares that have been acquired through the reinvestment of dividends and dis-
tributions ("Class B Dividend Shares") will be converted at that time. See
"Purchase of Shares -- Deferred Sales Charge Alternatives."
3
<PAGE>
PROSPECTUS SUMMARY (CONTINUED)
Class C Shares. Class C shares are sold at net asset value with no initial
sales charge. They are subject to an annual service fee of 0.25% and an annual
distribution fee of 0.75% of the average daily net assets of the Class C
shares, and investors pay a CDSC of 1.00% if they redeem Class C shares within
12 months of purchase. The CDSC may be waived for certain redemptions. The
Class C shares' distribution fee may cause that Class to have higher expenses
and pay lower dividends than Class A shares. Purchases of Portfolio shares,
which when combined with current holdings of Class C shares of the Portfolio
equal or exceed $500,000 in the aggregate, should be made in Class A shares at
net asset value with no sales charge, and will be subject to a CDSC of 1.00%
on redemptions made within 12 months of purchase.
Class Y Shares. Class Y shares are available only to investors meeting an
initial investment minimum of $5,000,000. Class Y shares are sold at net asset
value with no initial sales charge or CDSC. They are not subject to any serv-
ice or distribution fees.
In deciding which Class of Portfolio shares to purchase, investors should
consider the following factors, as well as any other relevant facts and cir-
cumstances:
Intended Holding Period. The decision as to which Class of shares is more
beneficial to an investor depends on the amount and intended length of his or
her investment. Shareholders who are planning to establish a program of regu-
lar investment may wish to consider Class A shares; as the investment accumu-
lates shareholders may qualify for reduced sales charges and the shares are
subject to lower ongoing expenses over the term of the investment. As an
alternative, Class B and Class C shares are sold without any initial sales
charge so the entire purchase price is immediately invested in the Portfolio.
Any investment return on these additional invested amounts may partially or
wholly offset the higher annual expenses of these Classes. Because the Portfo-
lio's future return cannot be predicted, however, there can be no assurance
that this would be the case.
Finally, investors should consider the effect of the CDSC period and any
conversion rights of the Classes in the context of their own investment time
frame. For example, while Class C shares have a shorter CDSC period than Class
B shares, they do not have a conversion feature, and therefore, are subject to
an ongoing distribution fee. Thus, Class B shares may be more attractive than
Class C shares to investors with longer term investment outlooks.
Reduced or No Initial Sales Charge. The initial sales charge on Class A
shares may be waived for certain eligible purchasers, and the entire purchase
price will be immediately invested in the Portfolio. In addition, Class A
share purchases, which when combined with current holdings of Class A shares
offered with a sales charge equal or exceed $500,000 in the aggregate, will be
made at net asset value with no initial sales charge, but will be subject to a
CDSC of 1.00% on redemptions made
4
<PAGE>
PROSPECTUS SUMMARY (CONTINUED)
within 12 months of purchase. The $500,000 aggregate investment may be met by
adding the purchase to the net asset value of all Class A shares offered with a
sales charge held in funds sponsored by Smith Barney Inc. ("Smith Barney")
listed under "Exchange Privilege." Class A share purchases also may be eligible
for a reduced initial sales charge. See "Purchase of Shares." Because the ongo-
ing expenses of Class A shares may be lower than those for Class B and Class C
shares, purchasers eligible to purchase Class A shares at net asset value or at
a reduced sales charge should consider doing so.
Smith Barney Financial Consultants may receive different compensation for
selling different Classes of shares. Investors should understand that the pur-
pose of the CDSC on the Class B and Class C shares is the same as that of the
initial sales charge on the Class A shares.
See "Purchase of Shares" and "Management of the Fund" for a complete descrip-
tion of the sales charges and service and distribution fees for each Class of
shares and "Valuation of Shares," "Dividends, Distributions and Taxes" and "Ex-
change Privilege" for other differences between the Classes of shares.
SMITH BARNEY 401(k) AND EXECCHOICE(TM) PROGRAMS Investors may be eligible to
participate in the Smith Barney 401(k) Program, which is generally designed to
assist plan sponsors in the creation and operation of retirement plans under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"),
as well as other types of participant directed, tax-qualified employee benefit
plans. Investors may also be eligible to participate in the Smith Barney
ExecChoice(TM) Program. Class A and Class C shares are available without sales
charge as investment alternatives under both of these programs. See "Purchase
of Shares -- Smith Barney 401(k) and ExecChoice(TM) Programs."
PURCHASE OF SHARES Shares may be purchased through a brokerage account main-
tained with Smith Barney. Shares may also be purchased through a broker that
clears securities transactions through Smith Barney on a fully disclosed basis
(an "Introducing Broker") or an investment dealer in the selling group. In
addition, certain investors, including qualified retirement plans and certain
other institutional investors may purchase shares directly from the Fund
through the Fund's transfer agent, First Data Investor Services Group, Inc.
("First Data"). See "Purchase of Shares."
INVESTMENT MINIMUMS Investors in Class A, Class B and Class C shares may open
an account by making an initial investment of at least $1,000 for each account,
or $250 for an individual retirement account ("IRA") or a Self-Employed Retire-
ment Plan. Investors in Class Y shares may open an account for an initial
investment of $5,000,000. Subsequent investments of at least $50 may be made
for all Classes. For participants in retirement plans qualified under Section
403(b)(7) or Section 401(a) of the Code, the minimum initial investment
requirement for Class
5
<PAGE>
PROSPECTUS SUMMARY (CONTINUED)
A, Class B and Class C shares and the subsequent investment requirement for all
Classes of shares is $25. The minimum investment requirements for purchases of
Portfolio shares through the Systematic Investment Plan are described below.
See "Purchase of Shares."
SYSTEMATIC INVESTMENT PLAN The Portfolio offers shareholders a Systematic
Investment Plan under which they may authorize the automatic placement of a
purchase order each month or quarter for Portfolio shares. The minimum initial
investment requirement for Class A, Class B and Class C shares and the subse-
quent investment requirement for all Classes for shareholders purchasing shares
through the Systematic Investment Plan on a monthly basis is $25 and on a quar-
terly basis is $50. See "Purchase of Shares."
REDEMPTION OF SHARES Shares may be redeemed on each day the New York Stock
Exchange, Inc. ("NYSE") is open for business. See "Purchase of Shares" and "Re-
demption of Shares."
MANAGEMENT OF THE PORTFOLIO Smith Barney Mutual Funds Management Inc. (the
"Manager") serves as the Portfolio's investment manager. The Manager is a
wholly owned subsidiary of Smith Barney Holdings Inc. ("Holdings"). Holdings is
a wholly owned subsidiary of Travelers Group Inc. ("Travelers"), a diversified
financial services holding company engaged, through its subsidiaries, princi-
pally in four business segments: Investment Services, Consumer Finance Servic-
es, Life Insurance Services and Property & Casualty Insurance Services. See
"Management of the Fund."
EXCHANGE PRIVILEGE Shares of a Class may be exchanged for shares of the same
Class of certain other funds of the Smith Barney Mutual Funds at the respective
net asset values next determined. See "Exchange Privilege."
VALUATION OF SHARES Net asset value of the Portfolio for the prior day gener-
ally is quoted daily in the financial section of most newspapers and is also
available from a Smith Barney Financial Consultant. See "Valuation of Shares."
DIVIDENDS AND DISTRIBUTIONS Dividends from net investment income and distribu-
tions of net realized capital gains, if any, are declared and paid annually.
See "Dividends, Distributions and Taxes."
REINVESTMENT OF DIVIDENDS Dividends and distributions paid on shares of a Class
will be reinvested automatically, unless otherwise specified by an investor, in
additional shares of the same Class at current net asset value. Shares acquired
by dividend and distribution reinvestments will not be subject to any sales
charge or CDSC. Class B shares acquired through dividend and distribution rein-
vestments will become eligible for conversion to Class A shares on a pro rata
basis. See "Dividends, Distributions and Taxes."
6
<PAGE>
PROSPECTUS SUMMARY (CONTINUED)
RISK FACTORS AND SPECIAL CONSIDERATIONS There can be no assurance that the
Portfolio's investment objective will be achieved. The value of the Portfo-
lio's investments, and thus the net asset value of the Portfolio's shares,
will fluctuate in response to changes in market and economic conditions, as
well as the financial condition and prospects of issuers in which the Portfo-
lio invests. The Portfolio will invest in foreign securities. Investments in
foreign securities incur higher costs than investments in U.S. securities,
including higher costs in making securities transactions as well as foreign
government taxes which may reduce the investment return of the Portfolio. In
addition, foreign investments may include additional risks associated with
currency exchange rates, less complete financial information about individual
companies, less market liquidity and political instability. See "Investment
Objective and Management Policies."
THE PORTFOLIO'S EXPENSES The following expense table lists the costs and
expenses an investor will incur either directly or indirectly as a shareholder
of the Portfolio, based on the maximum sales charge or maximum CDSC that may
be incurred at the time of purchase or redemption and the Portfolio's operat-
ing expenses for its most recent fiscal year:
<TABLE>
<CAPTION>
EUROPEAN PORTFOLIO CLASS A CLASS B CLASS C CLASS Y
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases
(as a percentage of offering price) 5.00% None None None
Maximum CDSC (as a percentage of original
cost
or redemption proceeds, whichever is lower) None* 5.00% 1.00% None
- -------------------------------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES**
(as a percentage of average net assets)
Management fees 0.85% 0.85% 0.85% 0.85%
12b-1 fees*** 0.25 1.00 1.00 --
Other expenses 0.75 0.74 0.67 0.75
- -------------------------------------------------------------------------------
TOTAL PORTFOLIO OPERATING EXPENSES 1.85% 2.59% 2.52% 1.60%
- -------------------------------------------------------------------------------
</TABLE>
* Purchases of Class A shares, which when combined with current holdings of
Class A shares offered with a sales charge equal or exceed $500,000 in the
aggregate, will be made at net asset value with no sales charge, but will
be subject to a CDSC of 1.00% on redemptions made within 12 months.
** For Class Y shares, "Other expenses" have been estimated because no Class
Y shares were outstanding for the period ended October 31, 1996. In addi-
tion, during the period ended October 31, 1996, the Portfolio has earned
credits from the custodian which reduce service fees incurred. If the
credits are taken into consideration, the ratios of expenses to average
net assets for Class A, B and C shares would be 1.82%, 2.56% and 2.50%,
respectively.
*** Upon conversion of Class B shares to Class A Shares, such shares will no
longer be subject to a distribution fee. Class C shares do not have a con-
version feature and, therefore, are subject to an ongoing distribution
fee. As a result, long-term shareholders of Class C shares may pay more
than the economic equivalent of the maximum front-end sales charge permit-
ted by the National Association of Securities Dealers, Inc.
7
<PAGE>
PROSPECTUS SUMMARY (CONTINUED)
Class A shares of the Portfolio purchased through the Smith Barney AssetOneSM
Program will be subject to an annual asset-based fee, payable quarterly, in
lieu of the initial sales charge. The fee will vary to a maximum of 1.50%,
depending on the amount of assets held through the Program. For more informa-
tion, please call your Smith Barney Financial Consultant.
The sales charge and CDSC set forth in the above table are the maximum
charges imposed on purchases or redemptions of Portfolio shares and investors
may actually pay lower or no charges, depending on the amount purchased and, in
the case of Class B, Class C and certain Class A shares, the length of time the
shares are held and whether the shares are held through the Smith Barney 401(k)
or ExecChoice(TM) Programs. See "Purchase of Shares" and "Redemption of
Shares." Smith Barney receives an annual 12b-1 service fee of 0.25% of the
value of average daily net assets of Class A shares. Smith Barney also receives
with respect to Class B and Class C shares an annual 12b-1 fee of 1.00% of the
value of average daily net assets of the respective Classes, consisting of a
0.75% distribution fee and a 0.25% service fee. "Other expenses" in the above
table include fees for shareholder services, custodial fees, legal and account-
ing fees, printing costs and registration fees.
EXAMPLE
The following example is intended to assist an investor in understanding the
various costs that an investor in the Portfolio will bear directly or indirect-
ly. The example assumes payment by the Portfolio of operating expenses at the
levels set forth in the table above. See "Purchase of Shares," "Redemption of
Shares" and "Management of the Fund."
<TABLE>
<CAPTION>
EUROPEAN PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS*
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C>
An investor would pay the following
expenses on a $1,000 investment,
assuming (1) 5.00% annual return and
(2) redemption at the end of each
time period:
Class A $ 68 $105 $145 $256
Class B 76 111 148 274
Class C 36 78 134 286
Class Y 16 50 87 190
An investor would pay the following
expenses on the same investment,
assuming the same annual return and
no redemption:
Class A $ 68 $105 $145 $256
Class B 26 81 138 274
Class C 26 78 134 286
Class Y 16 50 87 190
- ------------------------------------------------------------------------
</TABLE>
* Ten-year figures assume conversion of Class B shares to Class A shares at the
end of the eighth year following the date of purchase.
8
<PAGE>
PROSPECTUS SUMMARY (CONTINUED)
The example also provides a means for the investor to compare expense levels
of funds with different fee structures over varying investment periods. To
facilitate such comparison, all funds are required to utilize a 5.00% annual
return assumption. However, the Portfolio's actual return will vary and may be
greater or less than 5.00%. THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTA-
TION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN.
9
<PAGE>
FINANCIAL HIGHLIGHTS
The following information has been audited by KPMG Peat Marwick LLP, indepen-
dent auditors, whose report thereon appears in the Fund's annual report dated
October 31, 1996. The information set out below should be read in conjunction
with the financial statements and related notes that also appear in the Fund's
Annual Report to Shareholders, which is incorporated by reference into the
Statement of Additional Information.
FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD:
<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES
------------------------- ----------------
EUROPEAN PORTFOLIO 1996 1995 1994(1) 1996 1995(2)
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR $14.67 $12.88 $12.50 $14.56 $12.62
- ------------------------------------------------------------------------------------
INCOME FROM OPERATIONS:
Net investment income (loss)(3) (0.08) 0.07 (0.11) (0.20) 0.02
Net realized and unrealized gain 2.79 1.72 0.49 2.77 1.92
- ------------------------------------------------------------------------------------
Total Income From Operations 2.71 1.79 0.38 2.57 1.94
- ------------------------------------------------------------------------------------
LESS DISTRIBUTIONS FROM:
Net investment income (0.09) -- -- -- --
Net realized gains (0.04) -- -- (0.04) --
- ------------------------------------------------------------------------------------
Total Distributions (0.13) -- -- (0.04) --
- ------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR $17.25 $14.67 $12.88 $17.09 $14.56
- ------------------------------------------------------------------------------------
TOTAL RETURN(P) 18.65% 13.90% 3.04%++ 17.72% 15.37%++
- ------------------------------------------------------------------------------------
NET ASSETS, END OF YEAR (000S) $10,528 $11,870 $5,189 $26,384 $24,825
- ------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
Expenses(3) 1.85% 2.06% 1.34%+ 2.59% 3.31%+
Net investment income (loss) (0.49) 0.51 (1.12)+ (1.22) 0.26+
- ------------------------------------------------------------------------------------
PORTFOLIO TURNOVER RATE 39% 34% 21% 39% 34%
- ------------------------------------------------------------------------------------
AVERAGE COMMISSIONS PAID PER
SHARE ON EQUITY TRANSACTIONS(4) $0.05 $0.06 -- $0.05 $0.06
- ------------------------------------------------------------------------------------
</TABLE>
(1)For the period from February 7, 1994 (inception date) to October 31, 1994.
(2)For the period from November 7, 1994 (inception date) to October 31, 1995.
(3)The Manager waived all or part of its fees for the year ended October 31,
1995 and the period ended October 31, 1994. In addition, the Manager agreed
to reimburse the European Portfolio for $10,344 of the Portfolio's expenses
for the period ended October 31, 1994. If such fees and expenses were not
waived or reimbursed, the per share effect on net investment income and the
expense ratios would have been as follows:
<TABLE>
<CAPTION>
EXPENSE RATIOS
PER SHARE DECREASES WITHOUT FEE WAIVERS
TO NET INVESTMENT INCOME AND CUSTODY CREDITS
-------------------------------------------------
1995 1994 1995 1994
------------ ------------ --------- ---------
<S> <C> <C> <C> <C>
Class A $0.01 $0.10 2.09% 2.37%+
Class B 0.00* -- 3.35+ --
</TABLE>
In addition, during the years ended October 31, 1996, and October 31, 1995,
the Portfolio has earned credits from the custodian which reduce service
fees incurred. If the credits are taken into consideration, the expense
ratios for Class A would be 1.82% and 2.02%, respectively; and for Class B
would be 2.56% and 3.26%+, respectively; prior year numbers have not been
restated to reflect these credits.
(4)As of September 1995, the SEC instituted new guidelines requiring the dis-
closure of average commissions per share.
*Amount represents less than $0.01.
++Total return is not annualized, as it may not be representative of the total
return for the year.
+Annualized.
(P)Total return does not reflect applicable sales loads or contingent deferred
sales charges.
10
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR:
<TABLE>
<CAPTION>
CLASS C SHARES
------------------------
EUROPEAN PORTFOLIO 1996 1995(1) 1994(2)
- --------------------------------------------------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR $14.51 $12.83 $12.48
- --------------------------------------------------------------
INCOME FROM OPERATIONS:
Net investment loss(3) (0.14) (0.08) (0.16)
Net realized and unrealized gain 2.71 1.76 0.51
- --------------------------------------------------------------
Total Income From Operations 2.57 1.68 0.35
- --------------------------------------------------------------
LESS DISTRIBUTIONS FROM:
Net realized gains (0.04) -- --
- --------------------------------------------------------------
Total Distributions (0.04) -- --
- --------------------------------------------------------------
NET ASSET VALUE, END OF YEAR $17.04 $14.51 $12.83
- --------------------------------------------------------------
TOTAL RETURN(P) 17.78% 13.09% 2.80%++
- --------------------------------------------------------------
NET ASSETS, END OF YEAR (000S) $2,011 $1,311 $1,607
- --------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
Expenses(3) 2.52% 2.51% 2.02%+
Net investment loss (1.17) (0.64) (1.60)+
- --------------------------------------------------------------
PORTFOLIO TURNOVER RATE 39% 34% 21%
- --------------------------------------------------------------
AVERAGE COMMISSIONS PER SHARE
PAID ON EQUITY TRANSACTIONS(4) $0.05 $0.06 --
- --------------------------------------------------------------
</TABLE>
(1)On November 7, 1994, the former Class B shares were renamed Class C shares.
(2)For the period from February 14, 1994 (inception date) to October 31, 1994.
(3)The Manager waived all or part of its fees for the year ended October 31,
1995 and the period ended October 31, 1994. In addition, the Manager agreed
to reimburse the European Portfolio for $10,344 of the Portfolio's expenses
for the period ended October 31, 1994. If such fees and expenses were not
waived or reimbursed, the per share effect on net investment loss and the
expense ratios would have been as follows:
<TABLE>
<CAPTION>
EXPENSE RATIOS
PER SHARE INCREASES WITHOUT FEE WAIVERS
TO NET INVESTMENT LOSS AND CUSTODY CREDITS
----------------------------------------------
1995 1994 1995 1994
----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Class C $0.01 $0.10 2.54% 3.07%+
</TABLE>
In addition, during the years ended October 31, 1996, and October 31, 1995,
the Portfolio has earned credits from the custodian which reduce service
fees incurred. If the credits are taken into consideration, the expense
ratios for Class C would be 2.50% and 2.48%, respectively; prior year num-
bers have not been restated to reflect these credits.
(4)As of September 1995, the SEC instituted new guidelines requiring the dis-
closure of average commissions per share.
++Total return is not annualized, as it may not be representative of the total
return for the year.
+Annualized.
(P)Total return does not reflect applicable sales loads or contingent deferred
sales charges.
11
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The investment objective of the Portfolio is to achieve long-term capital
appreciation by investing primarily in equity securities of issuers based in
countries of Europe. There can be no assurance that the investment objective of
the Portfolio will be achieved.
The Portfolio's investment objective may be changed only by the "vote of a
majority of the outstanding voting securities" as defined in the Investment
Company Act of 1940 (the "1940 Act"). The Portfolio's investment policies are
nonfundamental and, as such, may be changed by the Board of Directors, provided
such change is not prohibited by the investment restrictions (which are set
forth in the Statement of Additional Information) or applicable law, and any
such change will first be disclosed in the then current prospectus.
The Portfolio seeks to achieve its objective by investing primarily in equity
securities (common and preferred stock) of issuers in the countries of Europe
(the "Primary Investment Area"), which includes Western Europe (e.g., France,
Germany, Italy, the Netherlands, Switzerland, United Kingdom) and Eastern
Europe (e.g., the Czech Republic, Hungary, Poland and the countries of the for-
mer Soviet Union). The Manager believes that the Portfolio's objective can best
be achieved by an investment policy based on the identification of countries
and industries with above-average growth rates, the assessment of currency fac-
tors, and the identification of companies in those countries and industries
with potential for above-average growth in earnings. It is a fundamental policy
of the Portfolio to invest, under normal circumstances, at least 65% of its
total assets in a diversified portfolio of equity securities of issuers domi-
ciled in the Primary Investment Area of the Portfolio. The Portfolio will gen-
erally invest its assets broadly among countries and will normally have repre-
sented in the portfolio business activities in not less than three countries in
the Primary Investment Area. Allocation of the Portfolio's investments will
depend upon the relative attractiveness of the markets and particular issuers.
Concentration of the Portfolio's assets in one or a few countries will subject
the Portfolio to greater risks than if the Portfolio's assets were not geo-
graphically concentrated.
In addition, the Portfolio may invest up to 35% of its total assets in other
kinds of securities, e.g., convertible bonds, warrants, Samurai and Yankee
Bonds, Eurobonds, sponsored and unsponsored American Depository Receipts
("ADRs") and European Depository Receipts ("EDRs"), securities issued by compa-
nies domiciled outside the Primary Investment Area of the Portfolio, including,
but not limited to, Eastern Europe, U.S. and foreign government securities, and
U.S. and non-U.S. money market securities. Money market securities will gener-
ally be held by the Portfolio for temporary defensive purposes. With respect to
certain countries, investments by the Portfolio presently may only be made by
acquiring shares of other investment companies with local governmental author-
ity to invest in those
12
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
countries. It is not expected that the income yield of the Portfolio will be
significant.
The Portfolio may also hold cash in U.S. dollars to meet redemption requests
and other expenses and cash in other currencies to meet settlement require-
ments for foreign securities. The Portfolio may engage in currency exchange
transactions with up to 100% of its assets in order to protect against uncer-
tainty in the level of future exchange rates between a particular foreign cur-
rency and the U.S. dollar or between foreign currencies in which the Portfo-
lio's securities are or may be denominated. The Portfolio may conduct its cur-
rency exchange transactions either on a "spot" (i.e., cash) basis at the rate
prevailing in the currency exchange market or through entering into forward
contracts to purchase or sell currencies. The Portfolio's dealings in forward
foreign currency exchange contracts will be limited to hedging involving
either specific transactions or aggregate portfolio positions.
The Portfolio may invest up to 5% of its assets in yen-denominated bonds
sold in Japan by non-Japanese issuers. Such bonds are commonly called "Samurai
Bonds" and correspond to "Yankee Bonds" or dollar-denominated bonds sold in
the United States by non-U.S. issuers. As compared with domestic issues, e.g.,
those of the government of Japan and its agencies, Samurai bond issues nor-
mally carry a higher interest rate but are less actively traded and therefore
may be volatile. Moreover, as with other securities denominated in foreign
currencies, their value is affected by fluctuations in currency exchange
rates. It is the policy of the Portfolio to invest in Samurai bond issues only
after taking into account considerations of quality and liquidity, as well as
yield. These bonds would be of Organization of Economic Cooperation and Devel-
opment governments or would have AAA ratings.
As a fundamental policy, the Portfolio may borrow money from a bank only as
a temporary measure for emergency or extraordinary purposes in an amount not
exceeding 10% of the value of its total assets, and may invest no more than
15% of its total assets in securities that are illiquid (i.e., trading in the
security is suspended or, in the case of unlisted securities, market makers do
not exist or will not entertain bids or offers). When the Portfolio has bor-
rowed in excess of 5% of the value of its total assets, the Portfolio will not
make further investments. The Portfolio will not invest more than 25% of the
value of its total assets in the securities of issuers engaged in any one
industry (other than the U.S. Government, its agencies and instrumentalities).
The Portfolio will invest no more than 10% of the value of its net assets in
warrants valued at the lower of cost or market. The Portfolio does not cur-
rently intend to engage in trading options or futures contracts but may do so
in the future if determined to be in the Portfolio's best interests by the
Portfolio's Board of Directors. Special considerations associated with the
Portfolio's investments are described below under "Risk Factors and Special
Considerations" and in the Appendix to this Prospectus.
13
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
ADDITIONAL INVESTMENTS
Short-Term Investments. As noted above, in certain circumstances the Portfo-
lio may invest without limitation in short-term money market instruments, such
as U.S. Government securities; certificates of deposit, time deposits and
bankers' acceptances issued by domestic banks (including their branches
located outside the United States and subsidiaries located in Canada), domes-
tic branches of foreign banks, savings and loan associations and similar
institutions; high grade commercial paper; and repurchase agreements. To the
extent the Portfolio is investing in short-term investments as a temporary
defensive posture, the Portfolio's investment objective may not be achieved.
U.S. Government Securities. The U.S. Government securities in which the
Portfolio may invest include: bills, certificates of indebtedness, and notes
and bonds issued by the U.S. Treasury or by agencies or instrumentalities of
the U.S. Government. Some U.S. Government securities, such as U.S. Treasury
bills and bonds, are supported by the full faith and credit of the U.S. Trea-
sury; others are supported by the right of the issuer to borrow from the U.S.
Treasury; others, such as those of the Federal National Mortgage Association,
are supported by the discretionary authority of the U.S. Government to pur-
chase the agency's obligations; still others, such as those of the Student
Loan Marketing Association and the Federal Home Loan Mortgage Corporation
("FHLMC"), are supported only by the credit of the instrumentality. Mortgage
participation certificates issued by the FHLMC generally represent ownership
interests in a pool of fixed-rate conventional mortgages. Timely payment of
principal and interest on these certificates is guaranteed solely by the
issuer of the certificates. Other investments will include Government National
Mortgage Association Certificates ("GNMA Certificates"), which are mortgage-
backed securities representing part ownership of a pool of mortgage loans on
which timely payment of interest and principal is guaranteed by the full faith
and credit of the U.S. Government. While the U.S. Government guarantees the
payment of principal and interest on GNMA Certificates, the market value of
the securities is not guaranteed and will fluctuate.
Reverse Repurchase Agreements. The Portfolio may invest up to 5% of its
assets in reverse repurchase agreements. Reverse repurchase agreements are
considered to be borrowings by the Portfolio and involve the sale of portfolio
securities with an agreement to repurchase the securities at an agreed-upon
price, date and interest payment.
Hedging Transactions. The Portfolio may also enter into various types of
securities, index and currency futures, options and related contracts and
interest rate swaps, caps and floors in order to hedge the existing or antici-
pated value of its portfolio securities. See the Statement of Additional
Information for further information about these techniques.
14
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
Lending of Portfolio Securities. From time to time, the Portfolio may lend
its portfolio securities to brokers, dealers and other financial organiza-
tions. These loans may not exceed 33 1/3% of the Portfolio's total assets
taken at value. Loans of portfolio securities by the Portfolio will be collat-
eralized by cash, letters of credit or U.S. Government securities, which are
maintained at all times in an amount equal to at least 100% of the current
market value of the loaned securities. By lending its portfolio securities,
the Portfolio will seek to generate income by continuing to receive interest
on the loaned securities, by investing the cash collateral in short-term
instruments or by obtaining yield in the form of interest paid by the borrower
when U.S. Government securities are used as collateral. The risks in lending
portfolio securities, as with other extensions of secured credit, consist of
possible delays in receiving additional collateral or in the recovery of the
securities or possible loss of rights in the collateral should the borrower
fail financially. Loans will be made to firms deemed by the investment adviser
to be of good standing and will not be made unless, in the judgment of the
investment adviser, the consideration to be earned from such loans would jus-
tify the risk.
PORTFOLIO TRANSACTIONS AND TURNOVER
All orders for transactions in securities and options on behalf of the Port-
folio are placed by the investment manager with broker/dealers that the
investment manager selects, including Smith Barney and other affiliated bro-
kers. Brokerage will be allocated to Smith Barney, to the extent and in the
manner permitted by applicable law, provided that, in the judgment of the
Board of Directors of the Fund, the commission, fee or other remuneration
received or to be received by Smith Barney (or any broker/dealer affiliate of
Smith Barney that is also a member of a securities exchange) is reasonable and
fair compared to the commission, fee or other remuneration received by other
brokers in connection with comparable transactions involving similar securi-
ties being purchased or sold on a securities exchange during the same or com-
parable period of time. In all trades directed to Smith Barney, the Fund has
been assured that its orders will be accorded priority over those received
from Smith Barney for its own account or for any of its directors, officers or
employees. The Fund will not deal with Smith Barney in any transaction in
which Smith Barney acts as principal.
Under certain market conditions, the Portfolio may experience high portfolio
turnover as a result of its investment strategies. For example, the exercise
of a substantial number of options written by the Portfolio and the purchase
or sale of securities by the Portfolio in anticipation of a rise or decline in
interest rates could result in high portfolio turnover. Short-term gains real-
ized from portfolio transactions are taxable to shareholders as ordinary
income. In addition, higher portfolio turnover rates can result in correspond-
ing increases in brokerage commissions for the Portfolio. The annual portfolio
turnover rate for the Portfolio may vary significantly from year to year, but
it is generally not expected to exceed 75%. The
15
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
Portfolio will not consider portfolio turnover rate a limiting factor in making
investment decisions consistent with its respective objectives and policies.
See "Financial Highlights" for the Portfolio's annual turnover rate during each
year since inception.
RISK FACTORS AND SPECIAL CONSIDERATIONS
Investors should realize that risk of loss is inherent in the ownership of
any securities and that the Portfolio's net asset value will fluctuate reflect-
ing fluctuations in the market value of its portfolio positions. In addition,
concentration of the Portfolio's assets in one or a few countries will subject
the Portfolio to greater risks than if the Portfolio's assets were not geo-
graphically concentrated.
Foreign Securities. There are certain risks involved in investing in securi-
ties of companies and governments of foreign nations which are in addition to
the usual risks inherent in domestic investments. These risks include those
resulting from revaluation of currencies, future adverse political and economic
developments and the possible imposition of currency exchange blockages or
other foreign governmental laws or restrictions, reduced availability of public
information concerning issuers and the lack of uniform accounting, auditing and
financial reporting standards or of other regulatory practices and requirements
comparable to those applicable to domestic companies. The yield of the Portfo-
lio may be adversely affected by fluctuations in value of one or more foreign
currencies relative to the U.S. dollar. Moreover, securities of many foreign
companies and their markets may be less liquid and their prices more volatile
than those of securities of comparable domestic companies. In addition, with
respect to certain foreign countries, there is the possibility of expropria-
tion, nationalization, confiscatory taxation and limitations on the use or
removal of funds or other assets of the Portfolio, including the withholding of
dividends. Foreign securities may be subject to foreign government taxes that
could reduce the yield on such securities. Because the Portfolio will invest in
securities denominated or quoted in currencies other than the U.S. dollar,
changes in foreign currency exchange rates may adversely affect the value of
portfolio securities and the appreciation or depreciation of investments.
Investments in foreign securities also may result in higher expenses due to the
cost of converting foreign currency to U.S. dollars, the payment of fixed bro-
kerage commissions on foreign exchanges, which generally are higher than com-
missions on domestic exchanges, and the expense of maintaining securities with
foreign custodians, and the imposition of transfer taxes or transaction charges
associated with foreign exchanges. Finally, investments in unsponsored ADR's
may entail certain risks and costs not encountered by investments in sponsored
ADR's.
Securities of Developing Countries. A developing country generally is consid-
ered to be a country that is in the initial stages of its industrialization
cycle. Investing in the equity and fixed-income markets of developing countries
involves
16
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
exposure to economic structures that are generally less diverse and mature, and
to political systems that can be expected to have less stability, than those of
developed countries. Historical experience indicates that the markets of devel-
oping countries have been more volatile than the markets of the more mature
economies of developed countries; however, such markets often have provided
higher rates of return to investors.
One or more of the risks discussed above could affect adversely the economy
of a developing market or the Portfolio's investments in such a market. In
Eastern Europe, for example, upon the accession to power of Communist regimes
in the past, the governments of a number of Eastern European countries expro-
priated a large amount of property. The claims of many property owners against
those of governments were never finally settled. There can be no assurance that
any investments that the Portfolio might make in such emerging markets would
not be expropriated, nationalized or otherwise confiscated at some time in the
future. In such an event, the Portfolio could lose its entire investment in the
market involved. Moreover, changes in the leadership of policies of such mar-
kets could halt the expansion or reverse the liberalization of foreign invest-
ment policies now occurring in certain of these markets and adversely affect
existing investment opportunities.
VALUATION OF SHARES
The Portfolio's net asset value per share is determined as of the close of
regular trading on the NYSE, on each day that the NYSE is open, by dividing the
value of the Portfolio's net assets attributable to each Class by the total
number of shares of the Class outstanding.
Securities owned by the Portfolio for which market quotations are readily
available are valued at current market value or, in their absence, at fair val-
ue. Securities traded on an exchange are valued at last sales prices on the
principal exchange on which each such security is traded, or if there were no
sales on that exchange on the valuation date, the last quoted sale, up to the
time of valuation, on the other exchanges. If instead there were no sales on
the valuation date with respect to these securities, such securities are valued
at the mean of the latest published closing bid and asked prices. Over-the-
counter securities are valued at last sales price or, if there were no sales
that day, at the mean between the bid and asked prices. Options, futures con-
tracts and options thereon that are traded on exchanges are also valued at last
sales prices as of the close of the principal exchange on which each is listed
or if there were no such sales on the valuation date, the last quoted sale, up
to the time of valuation, on the other exchanges. In the absence of any sales
on the valuation date, valuation shall be the mean of the latest closing bid
and asked prices. Securities with a remaining maturity of 60 days or less are
valued at amortized cost where the Board of Directors has determined that amor-
tized cost is fair value.
17
<PAGE>
VALUATION OF SHARES (CONTINUED)
Premiums received on the sale of call options will be included in the Portfo-
lio's net assets, and current market value of such options sold by the Portfo-
lio will be subtracted from the Portfolio's net assets. Any other investments
of the Portfolio, including restricted securities and listed securities for
which there is a thin market or that trade infrequently (i.e., securities for
which prices are not readily available), are valued at a fair value determined
by the Board of Directors in good faith. This value generally is determined as
the amount that the Portfolio could reasonably expect to receive from an
orderly disposition of these assets over a reasonable period of time but in no
event more than seven days. The value of any security or commodity denominated
in a currency other than U.S. dollars will be converted into U.S. dollars at
the prevailing market rate as determined by the investment adviser.
Foreign securities trading may not take place on all days on which the NYSE
is open. Further, trading takes place in various foreign markets on days on
which the NYSE is not open. Accordingly, the determination of the net asset
value of the Portfolio may not take place contemporaneously with the determina-
tion of the prices of investments held by such Portfolio. Events affecting the
values of investments that occur between the time their prices are determined
and 4:00 P.M. on each day that the NYSE is open will not be reflected in the
Portfolio's net asset value unless the investment adviser, under the supervi-
sion of the Fund's Board of Directors, determines that the particular event
would materially affect net asset value. As a result, the Portfolio's net asset
value may be significantly affected by such trading on days when a shareholder
has no access to the Portfolio.
DIVIDENDS, DISTRIBUTIONS AND TAXES
DIVIDENDS AND DISTRIBUTIONS
The Fund declares and pays income dividends at least annually on shares of
the Portfolio and makes annual distributions of capital gains, if any, on such
shares.
If a shareholder does not otherwise instruct, dividends and capital gain dis-
tributions will be reinvested automatically in additional shares of the same
Class at net asset value, subject to no sales charge or CDSC.
Income dividends and capital gain distributions that are invested are cred-
ited to shareholders' accounts in additional shares at the net asset value as
of the close of business on the payment date. A shareholder may change the
option at any time by notifying his or her Smith Barney Financial Consultant.
Accounts held directly by First Data should notify First Data in writing at
least five business days prior to the payment date to permit the change to be
entered in the shareholder's account.
The per share dividends on Class B and Class C shares of the Portfolio may be
lower than the per share dividends on Class A and Class Y shares principally as
a
18
<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES (CONTINUED)
result of the distribution fee applicable with respect to Class B and Class C
shares. The per share dividends on Class A shares of the Portfolio may be lower
than the per share dividends on Class Y shares principally as a result of the
service fee applicable to Class A shares. Distributions of capital gains, if
any, will be in the same amount for Class A, Class B, Class C and Class Y
shares.
TAXES
The Portfolio intends to qualify as a regulated investment company under
Subchapter M of the Code to be relieved of Federal income tax on that part of
its net investment income and realized capital gains which it pays out to its
shareholders. To qualify, the Portfolio must meet certain tests, including dis-
tributing at least 90% of its investment company taxable income, and deriving
less than 30% of its gross income from the sale or other disposition of certain
investments held for less than three months.
Dividends from net investment income and distributions of realized short-term
capital gains on the sale of securities, whether paid in cash or automatically
invested in additional shares of the Portfolio, are taxable to shareholders as
ordinary income. The Portfolio's dividends will not qualify for the dividends
received deduction for corporations. Dividends and distributions declared by
the Portfolio may also be subject to state and local taxes. Distributions out
of net long-term capital gains (i.e., net long-term capital gains in excess of
net short-term capital losses) are taxable to shareholders as long-term capital
gains. Information as to the tax status of dividends paid or deemed paid in
each calendar year will be mailed to shareholders as early in the succeeding
year as practical but not later than January 31.
Income received by the Portfolio from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries. Tax conven-
tions between certain countries and the United States may reduce or eliminate
such taxes. It is impossible to determine the rate of foreign tax in advance
since the amount of the Portfolio's assets to be invested in various countries
is not known. Such foreign taxes would reduce the income of the Portfolio dis-
tributed to shareholders.
If, at the end of the Portfolio's taxable year, more than 50% of the value of
the Portfolio's total assets consist of stock or securities of foreign corpora-
tions, the Portfolio may make an election pursuant to which foreign income
taxes paid by it will be treated as paid directly by its shareholders. The
Portfolio will make this election only if it deems the election to be in the
best interests of shareholders, and will notify shareholders in writing each
year if it makes the election and the amount of foreign taxes to be treated as
paid by the shareholders. If the Portfolio makes such an election, the amount
of such foreign taxes would be included in the income of shareholders, and a
shareholder other than a foreign corporation or non-resident alien individual
could claim either a credit or, provided the shareholder itemizes
19
<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES (CONTINUED)
deductions, a deduction for U.S. federal income tax purposes for such foreign
taxes. Shareholders who choose to utilize a credit (rather than a deduction)
for foreign taxes will be subject to the limitation that the credit may not
exceed the shareholders' U.S. tax (determined without regard to the availabil-
ity of the credit) attributable to their total foreign source taxable income.
For this purpose, the portion of dividends and distributions paid by the Port-
folio from its foreign source income will be treated as foreign source income.
The Portfolio's gains and losses from the sale of securities and from certain
foreign currency gains and losses will generally be treated as derived from
U.S. sources. The limitation on the foreign tax credit is applied separately
to foreign source "passive income," such as the portion of dividends received
from the Portfolio that qualifies as foreign source income. In addition, the
foreign tax credit is allowed to offset only 90% of the alternative minimum
tax imposed on corporations and individuals. Because of these limitations,
shareholders may be unable to claim a credit for the full amount of their pro-
portionate share of the foreign income taxes paid by the Portfolio.
In determining gain or loss, a shareholder who redeems or exchanges shares
in the Portfolio within 90 days of the acquisition of such shares will not be
entitled to include in tax basis the sales charges incurred in acquiring such
shares to the extent of any subsequent reduction in sales charges for invest-
ing in the Portfolio or a different Portfolio of the Fund, such as pursuant to
the rights discussed in "Exchange Privilege."
The Fund is required to withhold and remit to the U.S. Treasury 31% of divi-
dends, distributions and redemption proceeds to shareholders who fail to pro-
vide a correct taxpayer identification number (the Social Security number in
the case of an individual) or to make the required certifications, or who have
been notified by the Internal Revenue Service that they are subject to backup
withholding and who are not otherwise exempt. The 31% withholding tax is not
an additional tax, but is creditable against a shareholder's federal income
tax liability.
Prior to investing in shares of the Portfolio, investors should consult with
their tax advisors concerning the federal, state and local tax consequences of
such an investment.
PURCHASE OF SHARES
GENERAL
The Portfolio offers four Classes of shares. Class A shares are sold to
investors with an initial sales charge and Class B and Class C shares are sold
without an initial sales charge but are subject to a CDSC payable upon certain
redemptions. Class Y shares are sold without an initial sales charge or CDSC
and are available only to investors investing a minimum of $5,000,000 (except
for purchases of
20
<PAGE>
PURCHASE OF SHARES (CONTINUED)
Class Y shares by Smith Barney Concert Series Inc., for which there is no min-
imum purchase amount). See "Prospectus Summary--Alternative Purchase Arrange-
ments" for a discussion of factors to consider in selecting which Class of
shares to purchase.
Purchases of Portfolio shares must be made through a brokerage account main-
tained with Smith Barney, an Introducing Broker or an investment dealer in the
selling group. In addition, certain investors, including qualified retirement
plans and certain other institutional investors may purchase shares directly
from the Fund through First Data. When purchasing shares of the Portfolio,
investors must specify whether the purchase is for Class A, Class B, Class C
or Class Y shares. No maintenance fee will be charged by the Fund in connec-
tion with a brokerage account through which an investor purchases or holds
shares.
Investors in Class A, Class B and Class C shares may open an account by mak-
ing an initial investment of at least $1,000 for each account, or $250 for an
IRA or a Self-Employed Retirement Plan in the Portfolio. Investors in Class Y
shares may open an account by making an initial investment of $5,000,000. Sub-
sequent investments of at least $50 may be made for all Classes. For partici-
pants in retirement plans qualified under Section 403(b)(7) or Section 401(a)
of the Code, the minimum initial investment requirement for Class A, Class B
and Class C shares and the subsequent investment requirement for all Classes
in the Portfolio is $25. For shareholders purchasing shares of the Portfolio
through the Systematic Investment Plan on a monthly basis, the minimum initial
investment requirement for Class A, Class B and Class C shares and the subse-
quent investment requirement for all Classes is $25. For shareholders purchas-
ing shares of the Portfolio through the Systematic Investment Plan on a quar-
terly basis, the minimum initial investment requirement for Class A, Class B
and Class C shares and the subsequent investment requirement for all Classes
is $50. There are no minimum investment requirements in Class A shares for
employees of Travelers and its subsidiaries, including Smith Barney, Directors
or Trustees of any of the Smith Barney Mutual Funds, and their spouses and
children. The Fund reserves the right to waive or change minimums, to decline
any order to purchase its shares and to suspend the offering of shares from
time to time. Shares purchased will be held in the shareholder's account by
the Fund's transfer agent, First Data. Share certificates are issued only upon
a shareholder's written request to First Data.
Purchase orders received by the Fund or Smith Barney prior to the close of
regular trading on the NYSE, on any day the Portfolio calculates its net asset
value, are priced according to the net asset value determined on that day (the
"trade date"). Orders received by dealers or Introducing Brokers prior to the
close of regular trading on the NYSE on any day the Portfolio calculates its
net asset value, are priced according to the net asset value determined on
that day, provided the order is received by the Fund or Smith Barney prior to
Smith Barney's close of
21
<PAGE>
PURCHASE OF SHARES (CONTINUED)
business. For shares purchased through Smith Barney or Introducing Brokers
purchasing through Smith Barney, payment for Portfolio shares is due on the
third business day (the "settlement date") after the trade date. In all other
cases, payment must be made with the purchase order.
SYSTEMATIC INVESTMENT PLAN
Shareholders may make additions to their accounts at any time by purchasing
shares through a service known as the Systematic Investment Plan. Under the
Systematic Investment Plan, Smith Barney or First Data is authorized through
preauthorized transfers of at least $25 on a monthly basis or at least $50 on
a quarterly basis to charge the regular bank account or other financial insti-
tution indicated by the shareholder to provide systematic additions to the
shareholder's Portfolio account. A shareholder who has insufficient funds to
complete the transfer will be charged a fee of up to $25 by Smith Barney or
First Data. The Systematic Investment Plan also authorizes Smith Barney to
apply cash held in the shareholder's Smith Barney brokerage account or redeem
the shareholder's shares of a Smith Barney money market fund to make additions
to the account. Additional information is available from the Fund or a Smith
Barney Financial Consultant.
INITIAL SALES CHARGE ALTERNATIVE--CLASS A SHARES
The sales charges applicable to purchases of Class A shares of the Portfolio
are as follows:
<TABLE>
<CAPTION>
SALES CHARGE
------------------------------
DEALERS'
% OF % OF REALLOWANCE AS % OF
AMOUNT OF INVESTMENT OFFERING PRICE AMOUNT INVESTED OFFERING PRICE
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $25,000 5.00% 5.26% 4.50%
$ 25,000 - 49,999 4.00 4.17 3.60
50,000 - 99,999 3.50 3.63 3.15
100,000 - 249,999 3.00 3.09 2.70
250,000 - 499,999 2.00 2.04 1.80
500,000 and over * * *
- ---------------------------------------------------------------------------
</TABLE>
* Purchases of Class A shares, which when combined with current holdings of
Class A shares offered with a sales charge equal or exceed $500,000 in the
aggregate, will be made at net asset value without any initial sales charge,
but will be subject to a CDSC of 1.00% on redemptions made within 12 months
of purchase. The CDSC on Class A shares is payable to Smith Barney, which
compensates Smith Barney Financial Consultants and other dealers whose
clients make purchases of $500,000 or more. The CDSC is waived in the same
circumstances in which the CDSC applicable to Class B and Class C shares is
waived. See "Deferred Sales Charge Alternatives" and "Waivers of CDSC."
Members of the selling group may receive up to 90% of the sales charge and
may be deemed to be underwriters of the Fund as defined in the Securities Act
of 1933, as amended.
The reduced sales charges shown above apply to the aggregate of purchases of
Class A shares of the Portfolio made at one time by "any person," which
includes
22
<PAGE>
PURCHASE OF SHARES (CONTINUED)
an individual, his or her spouse and children, or a trustee or other fiduciary
of a single trust estate or single fiduciary account. The reduced sales charge
minimums may also be met by aggregating the purchase with the net asset value
of all Class A shares offered with a sales charge held in funds sponsored by
Smith Barney listed under "Exchange Privilege."
INITIAL SALES CHARGE WAIVERS
Purchases of Class A shares may be made at net asset value without a sales
charge in the following circumstances: (a) sales to (i) Board Members and
employees of Travelers and its subsidiaries and any of the Smith Barney Mutual
Funds (including retired Board Members and employees); the immediate families
of such persons (including the surviving spouse of a deceased Board Member or
employee); and to a pension, profit-sharing or other benefit plan for such per-
sons and (ii) employees of members of the National Association of Securities
Dealers, Inc., provided such sales are made upon the assurance of the purchaser
that the purchase is made for investment purposes and that the securities will
not be resold except through redemption or repurchase; (b) offers of Class A
shares to any other investment company to effect the combination of such com-
pany with the Portfolio by merger, acquisition of assets or otherwise; (c) pur-
chases of Class A shares by any client of a newly employed Smith Barney Finan-
cial Consultant (for a period up to 90 days from the commencement of the Finan-
cial Consultant's employment with Smith Barney), on the condition the purchase
of Class A shares is made with the proceeds of the redemption of shares of a
mutual fund which (i) was sponsored by the Financial Consultant's prior employ-
er, (ii) was sold to the client by the Financial Consultant and (iii) was sub-
ject to a sales charge; (d) shareholders who have redeemed Class A shares in
the Portfolio (or Class A shares of another fund of the Smith Barney Mutual
Funds that are sold with a maximum 5.00% sales charge) and who wish to reinvest
their redemption proceeds in the Portfolio, provided the reinvestment is made
within 60 calendar days of the redemption; (e) accounts managed by registered
investment advisory subsidiaries of Travelers; (f) direct rollovers by plan
participants of distributions from a 401(k) plan offered to employees of Trav-
elers or its subsidiaries or a 401(k) plan enrolled in the Smith Barney 401(k)
Program (Note: subsequent investments will be subject to the applicable sales
charge); (g) purchases by separate accounts used to fund certain unregistered
variable annuity contracts; and (h) purchases by investors participating in a
Smith Barney fee-based arrangement. In order to obtain such discounts, the pur-
chaser must provide sufficient information at the time of purchase to permit
verification that the purchase would qualify for the elimination of the sales
charge.
RIGHT OF ACCUMULATION
Class A shares of the Portfolio may be purchased by "any person" (as defined
above) at a reduced sales charge or at net asset value determined by aggregat-
ing the dollar amount of the new purchase and the total net asset value of all
Class A
23
<PAGE>
PURCHASE OF SHARES (CONTINUED)
shares of the Portfolio and of funds sponsored by Smith Barney which are
offered with a sales charge listed under "Exchange Privilege" then held by such
person and applying the sales charge applicable to such aggregate. In order to
obtain such discount, the purchaser must provide sufficient information at the
time of purchase to permit verification that the purchase qualifies for the
reduced sales charge. The right of accumulation is subject to modification or
discontinuance at any time with respect to all shares purchased thereafter.
GROUP PURCHASES
Upon completion of certain automated systems, a reduced sales charge or pur-
chase at net asset value will also be available to employees (and partners) of
the same employer purchasing as a group, provided each participant makes the
minimum initial investment required. The sales charge applicable to purchases
by each member of such a group will be determined by the table set forth above
under "Initial Sales Charge Alternative--Class A Shares", and will be based
upon the aggregate sales of Class A shares of Smith Barney Mutual Funds offered
with a sales charge to, and share holdings of, all members of the group. To be
eligible for such reduced sales charges or to purchase at net asset value, all
purchases must be pursuant to an employer- or partnership-sanctioned plan meet-
ing 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 plan may, but is not required to, provide for payroll deductions, IRAs or
investments pursuant to retirement plans under Sections 401 or 408 of the Code.
Smith Barney may also offer a reduced sales charge or net asset value purchase
for aggregating related fiduciary accounts under such conditions that Smith
Barney 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 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 offered
with a sales charge that have been previously purchased and are still owned by
the group, plus the amount of the current purchase. A "qualified group" is one
which (a) has been in existence for more than six months, (b) has a purpose
other than acquiring Portfolio shares at a discount and (c) satisfies uniform
criteria which enable Smith Barney 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 the Port-
folio and the members, and must agree to include sales and other materials
related to the Portfolio in its publications and mailings to members at no cost
to Smith Barney. In order to obtain such reduced sales charge or to purchase at
net asset value, the purchaser 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 Smith Barney.
24
<PAGE>
PURCHASE OF SHARES (CONTINUED)
LETTER OF INTENT
Class A Shares. A Letter of Intent for amounts of $50,000 or more provides
an opportunity for an investor to obtain a reduced sales charge by aggregating
investments over a 13 month period, provided that the investor refers to such
Letter when placing orders. For purposes of a Letter of Intent, the "Amount of
Investment" as referred to in the preceding sales charge table includes pur-
chases of all Class A shares of the Portfolio and other funds of the Smith
Barney Mutual Funds offered with a sales charge over the 13 month period based
on the total amount of intended purchases plus the value of all Class A shares
previously purchased and still owned. An alternative is to compute the 13
month period starting up to 90 days before the date of execution of a Letter
of Intent. Each investment made during the period receives the reduced sales
charge applicable to the total amount of the investment goal. If the goal is
not achieved within the period, the investor must pay the difference between
the sales charges applicable to the purchases made and the charges previously
paid, or an appropriate number of escrowed shares will be redeemed. Please
contact a Smith Barney Financial Consultant or First Data to obtain a Letter
of Intent application.
Class Y Shares. A Letter of Intent may also be used as a way for investors
to meet the minimum investment requirement for Class Y shares. Such investors
must make an initial minimum purchase of $1,000,000 in Class Y shares of the
Portfolio and agree to purchase a total of $5,000,000 of Class Y shares of the
same Portfolio within six months from the date of the Letter. If a total
investment of $5,000,000 is not made within the six-month period, all Class Y
shares purchased to date will be transferred to Class A shares, where they
will be subject to all fees (including a service fee of 0.25%) and expenses
applicable to the Portfolio's Class A shares, which may include a CDSC of
1.00%. Please contact a Smith Barney Financial Consultant or First Data for
further information.
DEFERRED SALES CHARGE ALTERNATIVES
CDSC Shares are sold at net asset value next determined without an initial
sales charge so that the full amount of an investor's purchase payment may be
immediately invested in the Portfolio. A CDSC, however, may be imposed on cer-
tain redemptions of these shares. "CDSC Shares" are: (a) Class B shares;
(b) Class C shares; and (c) Class A shares which when combined with Class A
shares offered with a sales charge currently held by an investor equal or
exceed $500,000 in the aggregate.
Any applicable CDSC will be assessed on an amount equal to the lesser of the
original cost of the shares being redeemed or their net asset value at the
time of redemption. CDSC Shares that are redeemed will not be subject to a
CDSC to the extent that the value of such shares represents: (a) capital
appreciation of Portfolio assets; (b) reinvestment of dividends or capital
gain distributions; (c) with respect
25
<PAGE>
PURCHASE OF SHARES (CONTINUED)
to Class B shares, shares redeemed more than five years after their purchase;
or (d) with respect to Class C shares and Class A shares that are CDSC Shares,
shares redeemed more than 12 months after their purchase.
Class C shares and Class A shares that are CDSC Shares are subject to a 1.00%
CDSC if redeemed within 12 months of purchase. In circumstances in which the
CDSC is imposed on Class B shares, the amount of the charge will depend on the
number of years since the shareholder made the purchase payment from which the
amount is being redeemed. Solely for purposes of determining the number of
years since a purchase payment, all purchase payments made during a month will
be aggregated and deemed to have been made on the last day of the preceding
Smith Barney statement month. The following table sets forth the rates of the
charge for redemptions of Class B shares by shareholders, except in the case of
Class B shares held under the Smith Barney 401(k) Program, as described below.
See "Purchase of Shares--Smith Barney 401(k) and ExecChoice(TM) Programs."
<TABLE>
<CAPTION>
YEAR SINCE PURCHASE
PAYMENT WAS MADE CDSC
- ---------------------------------
<S> <C>
First 5.00%
Second 4.00
Third 3.00
Fourth 2.00
Fifth 1.00
Sixth and thereafter 0.00
- ---------------------------------
</TABLE>
Class B shares will convert automatically to Class A shares eight years after
the date on which they were purchased and thereafter will no longer be subject
to any distribution fees. There will also be converted at that time such pro-
portion of Class B Dividend Shares owned by the shareholder as the total number
of his or her Class B Shares converting at the time bears to the total number
of outstanding Class B shares (other than Class B Dividend Shares) owned by the
shareholder. Shareholders who held Class B shares of Smith Barney Shearson
Short-Term World Income Fund (the "Short-Term World Income Fund") on July 15,
1994 and who subsequently exchange those shares for Class B shares of the Port-
folio will be offered the opportunity to exchange all such Class B shares for
Class A shares of the Portfolio four years after the date on which those shares
were deemed to have been purchased. Holders of such Class B shares will be
notified of the pending exchange in writing approximately 30 days before the
fourth anniversary of the purchase date and, unless the exchange has been
rejected in writing, the exchange will occur on or about the fourth anniversary
date. See "Prospectus Summary--Alternative Purchase Arrangements--Class B
Shares Conversion Feature."
In determining the applicability of any CDSC, it will be assumed that a
redemption is made first of shares representing capital appreciation, next of
shares repre-
26
<PAGE>
PURCHASE OF SHARES (CONTINUED)
senting the reinvestment of dividends and capital gain distributions and
finally of other shares held by the shareholder for the longest period of
time. The length of time that CDSC Shares acquired through an exchange have
been held will be calculated from the date that the shares exchanged were ini-
tially acquired in one of the other Smith Barney Mutual Funds, and Portfolio
shares being redeemed will be considered to represent, as applicable, capital
appreciation or dividend and capital gain distribution reinvestments in such
other funds. For Federal income tax purposes, the amount of the CDSC will
reduce the gain or increase the loss, as the case may be, on the amount real-
ized on redemption. The amount of any CDSC will be paid to Smith Barney.
To provide an example, assume an investor purchased 100 Class B shares at
$10 per share for a cost of $1,000. Subsequently, the investor acquired 5
additional shares through dividend reinvestment. During the fifteenth month
after the purchase, the investor decided to redeem $500 of his or her invest-
ment. Assuming at the time of the redemption the net asset value had appreci-
ated to $12 per share, the value of the investor's shares would be $1,260 (105
shares at $12 per share). The CDSC would not be applied to the amount which
represents appreciation ($200) and the value of the reinvested dividend shares
($60). Therefore, $240 of the $500 redemption proceeds ($500 minus $260) would
be charged at a rate of 4.00% (the applicable rate for Class B shares) for a
total deferred sales charge of $9.60.
WAIVERS OF CDSC
The CDSC will be waived on: (a) exchanges (see "Exchange Privilege"); (b)
automatic cash withdrawals in amounts equal to or less than 1.00% per month of
the value of the shareholder's shares at the time the withdrawal plan com-
mences (see "Automatic Cash Withdrawal Plan") (provided, however, that auto-
matic cash withdrawals in amounts equal to or less than 2.00% per month of the
value of the shareholder's shares will be permitted for withdrawal plans that
were established prior to November 7, 1994); (c) redemptions of shares within
twelve months following the death or disability of the shareholder;(d) redemp-
tion of shares made in connection with qualified distributions from retirement
plans or IRAs upon the attainment of age 59 1/2; (e) involuntary redemptions;
and (f) redemptions of shares to effect a combination of the Portfolio with
any investment company by merger, acquisition of assets or otherwise. In addi-
tion, a shareholder who has redeemed shares from other funds of the Smith Bar-
ney Mutual Funds may, under certain circumstances, reinvest all or part of the
redemption proceeds within 60 days and receive pro rata credit for any CDSC
imposed on the prior redemption.
CDSC waivers will be granted subject to confirmation (by Smith Barney in the
case of shareholders who are also Smith Barney clients or by First Data in the
case of all other shareholders) of the shareholder's status or holdings, as
the case may be.
27
<PAGE>
PURCHASE OF SHARES (CONTINUED)
SMITH BARNEY 401(k) AND EXECCHOICE(TM) PROGRAMS
Investors may be eligible to participate in the Smith Barney 401(k) Program
or the Smith Barney ExecChoice(TM) Program. To the extent applicable, the same
terms and conditions, which are outlined below, are offered to all plans par-
ticipating ("Participating Plans") in these programs.
The Portfolio offers to Participating Plans Class A and Class C shares as
investment alternatives under the Smith Barney 401(k) and ExecChoice(TM) Pro-
grams. Class A and Class C shares acquired through the Participating Plans are
subject to the same service and/or distribution fees as the Class A and Class C
shares acquired by other investors; however, they are not subject to any ini-
tial sales charge or CDSC. Once a Participating Plan has made an initial
investment in the Portfolio, all of its subsequent investments in the Portfolio
must be in the same Class of shares, except as otherwise described below.
Class A Shares. Class A shares of the Portfolio are offered without any sales
charge or CDSC to any Participating Plan that purchases $1,000,000 or more of
Class A shares of one or more funds of the Smith Barney Mutual Funds.
Class C Shares. Class C shares of the Portfolio are offered without any sales
charge or CDSC to any Participating Plan that purchases less than $1,000,000 of
Class C shares of one or more funds of the Smith Barney Mutual Funds.
401(k) and ExecChoice(TM) Plans Opened On or After June 21, 1996. If, at the
end of the fifth year after the date the Participating Plan enrolled in the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program, a Par-
ticipating Plan's total Class C holdings in all non-money market Smith Barney
Mutual Funds equal at least $1,000,000, the Participating Plan will be offered
the opportunity to exchange all of its Class C shares for Class A shares of the
Portfolio. (For Participating Plans that were originally established through a
Smith Barney retail brokerage account, the five-year period will be calculated
from the date the retail brokerage account was opened.) Such Participating
Plans will be notified of the pending exchange in writing within 30 days after
the fifth anniversary of the enrollment date and, unless the exchange offer has
been rejected in writing, the exchange will occur on or about the 90th day
after the fifth anniversary date. If the Participating Plan does not qualify
for the five-year exchange to Class A shares, a review of the Participating
Plan's holdings will be performed each quarter until either the Participating
Plan qualifies or the end of the eighth year.
401(k) Plans Opened Prior to June 21, 1996. In any year after the date a Par-
ticipating Plan enrolled in the Smith Barney 401(k) Program, if its total Class
C holdings in all non-money market Smith Barney Mutual Funds equal at least
$500,000 as of the calendar year-end, the Participating Plan will be offered
the opportunity to exchange all of its Class C shares for Class A shares of the
Portfolio. Such Plans will be notified in writing within 30 days after the last
business day
28
<PAGE>
PURCHASE OF SHARES (CONTINUED)
of the calendar year and, unless the exchange offer has been rejected in writ-
ing, the exchange will occur on or about the last business day of the following
March.
Any Participating Plan in the Smith Barney 401(k) or ExecChoice(TM) Program,
whether opened before or after June 21, 1996, that has not previously qualified
for an exchange into Class A shares will be offered the opportunity to exchange
all of its Class C shares for Class A shares of the Portfolio regardless of
asset size, at the end of the eighth year after the date the Participating Plan
enrolled in the Smith Barney 401(k) or ExecChoice(TM) Program. Such Plans will
be notified of the pending exchange in writing approximately 60 days before the
eighth anniversary of the enrollment date and, unless the exchange has been
rejected in writing, the exchange will occur on or about the eighth anniversary
date. Once an exchange has occurred, a Participating Plan will not be eligible
to acquire additional Class C shares of the Portfolio but instead may acquire
Class A shares of the Portfolio. Any Class C shares not converted will continue
to be subject to the distribution fee.
Participating Plans wishing to acquire shares of the Portfolio through the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program must
purchase such shares directly from the Transfer Agent. For further information
regarding these Programs, investors should contact a Smith Barney Financial
Consultant.
Existing 401(k) Plans Investing in Class B Shares: Class B shares of the
Portfolio are not available for purchase by Participating Plans opened on or
after June 21, 1996, but may continue to be purchased by any Participating Plan
in the Smith Barney 401(k) Program opened prior to such date and originally
investing in such Class. Class B shares acquired are subject to a CDSC of 3.00%
of redemption proceeds, if the Participating Plan terminates within eight years
of the date the Participating Plan first enrolled in the Smith Barney 401(k)
Program.
At the end of the eighth year after the date the Participating Plan enrolled
in the Smith Barney 401(k) Program, the Participating Plan will be offered the
opportunity to exchange all of its Class B shares for Class A shares of the
Portfolio. Such Participating Plan will be notified of the pending exchange in
writing approximately 60 days before the eighth anniversary of the enrollment
date and, unless the exchange has been rejected in writing, the exchange will
occur on or about the eighth anniversary date. Once the exchange has occurred,
a Participating Plan will not be eligible to acquire additional Class B shares
of the Portfolio but instead may acquire Class A shares of the Portfolio. If
the Participating Plan elects not to exchange all of its Class B shares at that
time, each Class B share held by the Participating Plan will have the same con-
version feature as Class B shares held by other investors. See "Purchase of
Shares--Deferred Sales Charge Alternatives."
No CDSC is imposed on redemptions of Class B shares to the extent that the
net asset value of the shares redeemed does not exceed the current net asset
value of
29
<PAGE>
PURCHASE OF SHARES (CONTINUED)
the shares purchased through reinvestment of dividends or capital gain distri-
butions, plus the current net asset value of Class B shares purchased more than
eight years prior to the redemption, plus increases in the net asset value of
the shareholder's Class B shares above the purchase payments made during the
preceding eight years. Whether or not the CDSC applies to the redemption by a
Participating Plan depends on the number of years since the Participating Plan
first became enrolled in the Smith Barney 401(k) Program, unlike the applica-
bility of the CDSC to redemptions by other shareholders, which depends on the
number of years since those shareholders made the purchase payment from which
the amount is being redeemed.
The CDSC will be waived on redemptions of Class B shares in connection with
lump-sum or other distributions made by a Participating Plan as a result of:
(a) the retirement of an employee in the Participating Plan; (b) the termina-
tion of employment of an employee in the Participating Plan; (c) the death or
disability of an employee in the Participating Plan; (d) the attainment of age
59 1/2 by an employee in the Participating Plan; (e) hardship of an employee in
the Participating Plan to the extent permitted under Section 401(k) of the
Code; or (f) redemptions of shares in connection with a loan made by the Par-
ticipating Plan to an employee.
EXCHANGE PRIVILEGE
Except as otherwise noted below, shares of each Class may be exchanged for
shares of the same Class in the following funds of the Smith Barney Mutual
Funds, to the extent shares are offered for sale in the shareholder's state of
residence. Exchanges of Class A, Class B and Class C shares are subject to min-
imum investment requirements and all shares are subject to the other require-
ments of the fund into which exchanges are made.
FUND NAME
Growth Funds
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Fundamental Value Fund Inc.
Smith Barney Growth Opportunity Fund
Smith Barney Managed Growth Fund
Smith Barney Natural Resources Fund Inc.
Smith Barney Special Equities Fund
Growth and Income Funds
Concert Social Awareness Fund
Smith Barney Convertible Fund
Smith Barney Funds, Inc.--Equity Income Portfolio
Smith Barney Growth and Income Fund
30
<PAGE>
EXCHANGE PRIVILEGE (CONTINUED)
Smith Barney Premium Total Return Fund
Smith Barney Utilities Fund
Taxable Fixed-Income Funds
**Smith Barney Adjustable Rate Government Income Fund
Smith Barney Diversified Strategic Income Fund
+++Smith Barney Funds, Inc.--Short-Term U.S. Treasury Securities
Portfolio
Smith Barney Funds, Inc.--U.S. Government Securities Portfolio
Smith Barney Government Securities Fund
Smith Barney High Income Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Managed Governments Fund Inc.
Tax-Exempt Funds
Smith Barney Arizona Municipals Fund Inc.
Smith Barney California Municipals Fund Inc.
*Smith Barney Intermediate Maturity California Municipals Fund
*Smith Barney Intermediate Maturity New York Municipals Fund
Smith Barney Managed Municipals Fund Inc.
Smith Barney Massachusetts Municipals Fund
Smith Barney Muni Funds--Florida Portfolio
Smith Barney Muni Funds--Georgia Portfolio
*Smith Barney Muni Funds--Limited Term Portfolio
Smith Barney Muni Funds--National Portfolio
Smith Barney Muni Funds--New York Portfolio
Smith Barney Muni Funds--Pennsylvania Portfolio
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney Oregon Municipals Fund
Smith Barney Tax-Exempt Income Fund
International Funds
Smith Barney World Funds, Inc.--Emerging Markets Portfolio
Smith Barney World Funds, Inc.--Global Government Bond Portfolio
Smith Barney World Funds, Inc.--International Balanced Portfolio
Smith Barney World Funds, Inc.--International Equity Portfolio
Smith Barney World Funds, Inc.--Pacific Portfolio
Smith Barney Concert Series Inc.
Smith Barney Concert Series Inc.--Balanced Portfolio
Smith Barney Concert Series Inc.--Conservative Portfolio
Smith Barney Concert Series Inc.--Growth Portfolio
Smith Barney Concert Series Inc.--High Growth Portfolio
Smith Barney Concert Series Inc.--Income Portfolio
31
<PAGE>
EXCHANGE PRIVILEGE (CONTINUED)
Money Market Funds
+Smith Barney Exchange Reserve Fund
++Smith Barney Money Funds, Inc.--Cash Portfolio
++Smith Barney Money Funds, Inc.--Government Portfolio
***Smith Barney Money Funds, Inc.--Retirement Portfolio
+++Smith Barney Municipal Money Market Fund, Inc.
+++Smith Barney Muni Funds--California Money Market Portfolio
+++Smith Barney Muni Funds--New York Money Market Portfolio
- -------------------------------------------------------------------------------
*Available for exchange with Class A, Class C and Class Y shares of the
Portfolio.
**Available for exchange with Class A, Class B and Class Y shares of the
Portfolio. In addition, shareholders who own Class C shares of the
Portfolio through the Smith Barney 401(k) Program may exchange those shares
for Class C shares of this fund.
***Available for exchange with Class A shares of the Portfolio.
+Available for exchange with Class B and Class C shares of the Portfolio.
++Available for exchange with Class A and Class Y shares of the Portfolio. In
addition, shareholders who own Class C shares of the Portfolio through the
Smith Barney 401(k) or ExecChoice(TM) Programs may exchange those shares
for Class C shares of this fund.
+++Available for exchange with Class A and Class Y shares of the Portfolio.
Class B Exchanges. In the event a Class B shareholder (unless such share-
holder was a Class B shareholder of the Short-Term World Income Fund on July
15, 1994) wishes to exchange all or a portion of his or her shares in any of
the funds imposing a higher CDSC than that imposed by the Portfolio, the
exchanged Class B shares will be subject to the higher applicable CDSC. Upon
an exchange, the new Class B shares will be deemed to have been purchased on
the same date as the Class B shares of the Portfolio that have been exchanged.
Class C Exchanges. Upon an exchange, the new Class C shares will be deemed
to have been purchased on the same date as the Class C shares of the Portfolio
that have been exchanged.
Class A and Class Y Exchanges. Class A and Class Y shareholders of the Port-
folio who wish to exchange all or a portion of their shares for shares of the
respective Class in any of the funds identified above may do so without impo-
sition of any charge.
Additional Information Regarding the Exchange Privilege. Although the
exchange privilege is an important benefit, excessive exchange transactions
can be detrimental to the Portfolio's performance and its shareholders. The
investment manager may determine that a pattern of frequent exchanges is
excessive and contrary to the best interests of the Portfolio's other share-
holders. In this event, the Fund may, at its discretion, decide to limit addi-
tional purchases and/or exchanges by the shareholder. Upon such a determina-
tion, the Fund will provide notice in writing or by telephone to the share-
holder at least 15 days prior to suspending the exchange privilege and during
the 15 day period the shareholder will be required to (a) redeem his or her
shares in the Portfolio or (b) remain invested in the Portfolio or
32
<PAGE>
EXCHANGE PRIVILEGE (CONTINUED)
exchange into any of the funds of the Smith Barney Mutual Funds ordinarily
available, which position the shareholder would be expected to maintain for a
significant period of time. All relevant factors will be considered in deter-
mining what constitutes an abusive pattern of exchanges.
Certain shareholders may be able to exchange shares by telephone. See "Re-
demption of Shares--Telephone Redemption and Exchange Program." Exchanges will
be processed at the net asset value next determined. Redemption procedures dis-
cussed below are also applicable for exchanging shares, and exchanges will be
made upon receipt of all supporting documents in proper form. If the account
registration of the shares of the fund being acquired is identical to the reg-
istration of the shares of the fund exchanged, no signature guarantee is
required. A capital gain or loss for tax purposes will be realized upon the
exchange, depending upon the cost or other basis of shares redeemed. Before
exchanging shares, investors should read the current prospectus describing the
shares to be acquired. The Portfolio reserves the right to modify or discon-
tinue exchange privileges upon 60 days' prior notice to shareholders.
REDEMPTION OF SHARES
The Fund is required to redeem the shares of the Portfolio tendered to it, as
described below, at a redemption price equal to their net asset value per share
next determined after receipt of a written request in proper form at no charge
other than any applicable CDSC. Redemption requests received after the close of
regular trading on the NYSE are priced at the net asset value next determined.
If a shareholder holds shares in more than one Class, any request for redemp-
tion must specify the Class being redeemed. In the event of a failure to spec-
ify which Class, or if the investor owns fewer shares of the Class than speci-
fied, the redemption request will be delayed until the Fund's transfer agent
receives further instructions from Smith Barney, or if the shareholder's
account is not with Smith Barney, from the shareholder directly. The redemption
proceeds will be remitted on or before the third business day following receipt
of proper tender, except on any days on which the NYSE is closed or as permit-
ted under the 1940 Act in extraordinary circumstances. Generally, if the
redemption proceeds are remitted to a Smith Barney brokerage account, these
funds will not be invested for the shareholder's benefit without specific
instruction and Smith Barney will benefit from the use of temporarily
uninvested funds. Redemption proceeds for shares purchased by check, other than
a certified or official bank check, will be remitted upon clearance of the
check, which may take up to ten days or more.
Shares held by Smith Barney as custodian must be redeemed by submitting a
written request to a Smith Barney Financial Consultant. Shares other than those
held by Smith Barney as custodian may be redeemed through an investor's Finan-
33
<PAGE>
REDEMPTION OF SHARES (CONTINUED)
cial Consultant, Introducing Broker or dealer in the selling group or by sub-
mitting a written request for redemption to:
Smith Barney World Funds, Inc./European Portfolio
Class A, B, C or Y (please specify)
c/o First Data Investor Services Group, Inc.
P.O. Box 9134
Boston, Massachusetts 02205-9134
A written redemption request must (a) state the Class and number or dollar
amount of shares to be redeemed, (b) identify the shareholder's account number
and (c) be signed by each registered owner exactly as the shares are regis-
tered. If the shares to be redeemed were issued in certificate form, the cer-
tificates must be endorsed for transfer (or be accompanied by an endorsed stock
power) and must be submitted to First Data together with the redemption
request. Any signature appearing on a share certificate, stock power or written
redemption request in excess of $2,000 must be guaranteed by an eligible guar-
antor institution, such as a domestic bank, savings and loan institution,
domestic credit union, member bank of the Federal Reserve System or member firm
of a national securities exchange. Written redemption requests of $2,000 or
less do not require a signature guarantee unless more than one such redemption
request is made in any 10-day period. Redemption proceeds will be mailed to an
investor's address of record. First Data may require additional supporting doc-
uments for redemptions made by corporations, executors, administrators, trust-
ees or guardians. A redemption request will not be deemed properly received
until First Data receives all required documents in proper form.
AUTOMATIC CASH WITHDRAWAL PLAN
The Portfolio offers shareholders an automatic cash withdrawal plan, under
which shareholders who own shares with a value of at least $10,000 may elect to
receive cash payments of at least $50 monthly or quarterly. Retirement plan
accounts are eligible for automatic cash withdrawal plans only where the share-
holder is eligible to receive qualified distributions and has an account value
of at least $5,000. The withdrawal plan will be carried over on exchanges
between funds or Classes of the Portfolio. Any applicable CDSC will not be
waived on amounts withdrawn by a shareholder that exceed 1.00% per month of the
value of the shareholder's shares subject to the CDSC at the time the with-
drawal plan commences. (With respect to withdrawal plans in effect prior to
November 7, 1994, any applicable CDSC will be waived on amounts withdrawn that
do not exceed 2.00% per month of the value of the shareholder's shares subject
to the CDSC.) For further information regarding the automatic cash withdrawal
plan, shareholders should contact a Smith Barney Financial Consultant.
34
<PAGE>
REDEMPTION OF SHARES (CONTINUED)
TELEPHONE REDEMPTION AND EXCHANGE PROGRAM
Shareholders who do not have a Smith Barney brokerage account may be eligi-
ble to redeem and exchange Fund shares by telephone. To determine if a share-
holder is entitled to participate in this program, he or she should contact
First Data at 1-800-451-2010. Once eligibility is confirmed, the shareholder
must complete and return a Telephone/Wire Authorization Form, along with a
signature guarantee, that will be provided by First Data upon request. (Alter-
natively, an investor may authorize telephone redemptions on the new account
application with the applicant's signature guarantee when making his/her ini-
tial investment in the Fund.)
Redemptions. Redemption requests of up to $10,000 of any class or classes of
the Fund's shares, may be made by eligible shareholders by calling First Data
at 1-800-451-2010. Such requests may be made between 9:00 a.m. and 5:00 p.m.
(New York City time) on any day the NYSE is open. Redemptions of shares (i) by
retirement plans or (ii) for which certificates have been issued are not per-
mitted under this program.
A shareholder will have the option of having the redemption proceeds mailed
to his/her address of record or wired to a bank account predesignated by the
shareholder. Generally, redemption proceeds will be mailed or wired, as the
case may be, on the next business day following the redemption request. In
order to use the wire procedures, the bank receiving the proceeds must be a
member of the Federal Reserve System or have a correspondent relationship with
a member bank. The Fund reserves the right to charge shareholders a nominal
fee for each wire redemption. Such charges, if any, will be assessed against
the shareholder's account from which shares were redeemed. In order to change
the bank account designated to receive redemption proceeds, a shareholder must
complete a new Telephone/Wire Authorization Form and, for the protection of
the shareholder's assets, will be required to provide a signature guarantee
and certain other documentation.
Exchanges. Eligible shareholders may make exchanges by telephone if the
account registration of the shares of the fund being acquired is identical to
the registration of the shares of the fund exchanged. Such exchange requests
may be made by calling First Data at 1-800-451-2010 between 9:00 a.m. and 5:00
p.m. (New York City time) on any day on which the NYSE is open.
Additional Information regarding Telephone Redemption and Exchange
Program. Neither the Fund nor its agents will be liable for following instruc-
tions communicated by telephone that are reasonably believed to be genuine.
The Fund and its agents will employ procedures designed to verify the identity
of the caller and legitimacy of instructions (for example, a shareholder's
name and account number will be required and phone calls may be recorded). The
Fund reserves the right to suspend, modify or discontinue the telephone
redemption and exchange program or to impose a charge for this service at any
time following at least seven (7) days prior notice to shareholders.
35
<PAGE>
MINIMUM ACCOUNT SIZE
The Fund reserves the right to involuntarily liquidate any shareholder's
account in the Portfolio if the aggregate net asset value of the shares held in
the Portfolio account is less than $500. (If a shareholder has more than one
account in this Portfolio, each account must satisfy the minimum account size.)
The Fund, however, will not redeem shares based solely on market reductions in
net asset value. Before the Fund exercises such right, shareholders will
receive written notice and will be permitted 60 days to bring accounts up to
the minimum to avoid involuntary liquidation.
PERFORMANCE
From time to time the Portfolio may include its total return, average annual
total return and current dividend return in advertisements and/or other types
of sales literature. These figures are computed separately for Class A, Class
B, Class C and Class Y shares of the Portfolio. These figures are based on his-
torical earnings and are not intended to indicate future performance. Total
return is computed for a specified period of time assuming deduction of the
maximum sales charge, if any, from the initial amount invested and reinvestment
of all income dividends and capital gain distributions on the reinvestment
dates at prices calculated as stated in this Prospectus, then dividing the
value of the investment at the end of the period so calculated by the initial
amount invested and subtracting 100%. The standard average annual total return,
as prescribed by the SEC is derived from this total return, which provides the
ending redeemable value. Such standard total return information may also be
accompanied with nonstandard total return information for differing periods
computed in the same manner but without annualizing the total return or taking
sales charges into account. The Portfolio calculates current dividend return
for each Class by dividing the current dividend by the net asset value or the
maximum public offering price (including sales charge) on the last day of the
period for which current dividend return is presented. The current dividend
return for each Class may vary from time to time depending on market condi-
tions, the composition of its investment portfolio and operating expenses.
These factors and possible differences in the methods used in calculating cur-
rent dividend return should be considered when comparing a Class' current
return to yields published for other investment companies and other investment
vehicles. The Portfolio may also include comparative performance information in
advertising or marketing its shares. Such performance information may include
data from Lipper Analytical Services, Inc. and other financial publications.
36
<PAGE>
MANAGEMENT OF THE FUND
BOARD OF DIRECTORS
Overall responsibility for management and supervision of the Portfolio rests
with the Fund's Board of Directors. The Directors approve all significant
agreements between the Fund and the companies that furnish services to the Fund
and the Portfolio, including agreements with the Fund's distributor, investment
manager, custodian and transfer agent. The day-to-day operations of the Portfo-
lio are delegated to the Portfolio's investment manager. The Statement of Addi-
tional Information contains background information regarding each Director and
executive officer of the Fund.
MANAGER
The Manager manages the day-to-day operations of the Portfolio pursuant to a
management agreement entered into by the Fund on behalf of the Portfolio under
which the Manager is responsible for furnishing or causing to be furnished to
the Portfolio advice and assistance with respect to the acquisition, holding or
disposal of securities and recommendations with respect to other aspects and
affairs of the Portfolio and furnishes the Portfolio with bookkeeping, account-
ing and administrative services, office space and equipment, and the services
of the officers and employees of the Fund. By written agreement the Research
and other departments and staff of Smith Barney furnish the Manager with infor-
mation, advice and assistance and are available for consultation on the Portfo-
lio, thus Smith Barney may also be considered an investment adviser to the
Fund. Smith Barney services are paid for by the Manager on the basis of direct
and indirect costs to Smith Barney of performing such services; there is no
charge to the Fund for such services. For the investment advisory services pro-
vided by the Manager, the Portfolio pays the Manager an investment advisory fee
calculated at the rate of 0.85% of the Portfolio's average daily net assets,
paid monthly. Although this fee is higher than that paid by most investment
companies, the Portfolio's management has determined that it is comparable to
the fee charged by other investment advisers of investment companies that have
similar investment objectives and policies. Total operating expenses incurred
by the Portfolio for the fiscal year ended October 31, 1996 were 1.85% for
Class A shares, 2.59% for Class B shares and 2.52% for Class C shares.
The management agreement further provides that all other expenses not specif-
ically assumed by the Manager under the management agreement on behalf of the
Portfolio are borne by the Fund. Expenses payable by the Fund include, but are
not limited to, all charges of custodians (including sums as custodian and sums
for keeping books and for rendering other services to the Fund) and shareholder
servicing agents, expenses of preparing, printing and distributing all prospec-
tuses, proxy material, reports and notices to shareholders, all expenses of
shareholders' and directors' meetings, filing fees and expenses relating to the
registration and qualification of the Fund's shares and the Fund under federal
or state securities laws and maintaining such registrations and qualifications
(including the printing of the Fund's
37
<PAGE>
MANAGEMENT OF THE FUND (CONTINUED)
registration statements), fees of auditors and legal counsel, costs of per-
forming portfolio valuations, out-of-pocket expenses of directors and fees of
directors who are not "interested persons" as defined in the 1940 Act, inter-
est, taxes and governmental fees, fees and commissions of every kind, expenses
of issue, repurchase or redemption of shares, insurance expense, association
membership dues, all other costs incident to the Fund's existence and extraor-
dinary expenses such as litigation and indemnification expenses. Direct
expenses are charged to each of the Fund's Portfolios; general corporate
expenses are allocated on the basis of relative net assets.
The Manager was incorporated on March 12, 1968 under the laws of Delaware.
As of December 31, 1996 the Manager had aggregate assets under management of
approximately $80 billion. The Manager, Smith Barney and Holdings are each
located at 388 Greenwich Street, New York, New York 10013. The term "Smith
Barney" in the title of the Fund has been adopted by permission of Smith Bar-
ney and is subject to the right of Smith Barney to elect that the Fund stop
using the term in any form or combination of its name.
PORTFOLIO MANAGEMENT
The Portfolio has been managed by Maurits E. Edersheim and a team of sea-
soned international equity portfolio managers, who collectively have over 125
years of experience and manage in excess of $2 billion of global equity assets
for other investment companies and managed accounts. Mr. Edersheim is Chairman
and Advisory Director of the Fund and is Deputy Chairman of Smith Barney
International Incorporated. Mr. Rein van der Does, who is responsible for the
day to day operations of the Portfolio, making all of the investment decisions
since the Portfolio's inception in February, 1994, is a Vice President of the
Fund, a Managing Director of Smith Barney and a member of the international
equity team. He is also an International Economist and is a member of the New
York Association for International Investment and the New York Society of
Security Analysts.
Management's discussion and analysis, and additional performance information
regarding the Portfolio during the fiscal year ended October 31, 1996 is
included in the Annual Report dated October 31, 1996. A copy of the Annual
Report may be obtained upon request and without charge from a Smith Barney
Financial Consultant or by writing or calling the Fund at the address or phone
number listed on page one of this Prospectus.
DISTRIBUTOR
Smith Barney distributes shares of the Portfolio as principal underwriter
and as such conducts a continuous offering pursuant to a "best efforts"
arrangement requiring Smith Barney to take and pay for only such securities as
may be sold to the
38
<PAGE>
DISTRIBUTOR (CONTINUED)
public. Pursuant to a plan of distribution adopted by the Portfolio under Rule
12b-1 under the 1940 Act (the "Plan"), Smith Barney is paid a service fee with
respect to Class A, Class B and Class C shares of the Portfolio at the annual
rate of 0.25% of the average daily net assets attributable to these Classes.
Smith Barney is also paid a distribution fee with respect to Class B and Class
C shares at the annual rate of 0.75% of the average daily net assets attribut-
able to these Classes. Class B shares that automatically convert to Class A
shares eight years after the date of original purchase will no longer be sub-
ject to a distribution fee. The fees are used by Smith Barney to pay its Finan-
cial Consultants for servicing shareholder accounts and, in the case of Class B
and Class C shares, to cover expenses primarily intended to result in the sale
of those shares. These expenses include: advertising expenses; the cost of
printing and mailing prospectuses to potential investors; payments to and
expenses of Smith Barney Financial Consultants and other persons who provide
support services in connection with the distribution of shares; interest and/or
carrying charges; and indirect and overhead costs of Smith Barney associated
with the sale of Portfolio shares, including lease, utility, communications and
sales promotion expenses.
The payments to Smith Barney Financial Consultants for selling shares of a
Class include a commission or fee paid by the investor or Smith Barney at the
time of sale and, with respect to Class A, Class B and Class C Shares, a con-
tinuing fee for servicing shareholder accounts for as long as a shareholder
remains a holder of that Class. Smith Barney Financial Consultants may receive
different levels of compensation for selling different Classes of shares.
Payments under the Plan with respect to Class B and Class C shares are not
tied exclusively to the distribution and shareholder services expenses actually
incurred by Smith Barney and the payments may exceed distribution expenses
actually incurred. The Fund's Board of Directors will evaluate the appropriate-
ness of the Plan and its payment terms on a continuing basis and in so doing
will consider all relevant factors, including expenses borne by Smith Barney,
amounts received under the Plan and proceeds of the CDSC.
ADDITIONAL INFORMATION
The Fund, an open-end investment company, was incorporated in Maryland on
March 22, 1991. The Fund has an authorized capital of 1,000,000,000 shares with
a par value of $.001 per share. The Board of Directors has authorized the issu-
ance of six series of shares, each representing shares in one of six separate
Portfolios and may authorize the issuance of additional series of shares in the
future. The assets of each Portfolio are segregated and separately managed and
a shareholder's interest is in the assets of the Portfolio in which he or she
holds shares. Class A, Class B, Class C and Class Y shares of the Portfolio
represent interests in the assets of the
39
<PAGE>
ADDITIONAL INFORMATION (CONTINUED)
Portfolio and have identical voting, dividend, liquidation and other rights on
the same terms and conditions except that expenses related to the distribution
of each Class of shares are borne solely by each Class and each Class of shares
has exclusive voting rights with respect to provisions of the Fund's Rule 12b-1
distribution plan which pertain to a particular Class. As described under "Vot-
ing" in the Statement of Additional Information, the Fund ordinarily will not
hold meetings of shareholders annually; however, shareholders have the right to
call a meeting upon a vote of 10% of the Fund's outstanding shares for the pur-
pose of voting to remove directors, and the Fund will assist shareholders in
calling such a meeting as required by the 1940 Act. Shares do not have cumula-
tive voting rights or preemptive rights and are fully paid, transferable and
nonassessable when issued for payment as described in this Prospectus.
The Chase Manhattan Bank, located at Chase MetroTech Center, Brooklyn,
New York 11245, serves as custodian of the Portfolio's investments.
First Data, located at Exchange Place, Boston, Massachusetts 02109, serves as
the Fund's transfer agent.
The Fund sends its shareholders a semi-annual report and an audited annual
report, which include listings of the investment securities held by the Fund at
the end of the period covered. In an effort to reduce the Fund's printing and
mailing costs, the Fund plans to consolidate the mailing of its semi-annual and
annual reports by household. This consolidation means that a household having
multiple accounts with the identical address of record will receive a single
copy of each report. In addition, the Fund also plans to consolidate the mail-
ing of its Prospectus so that a shareholder having multiple accounts (that is,
individual, IRA and/or Self-Employed Retirement Plan accounts) will receive a
single Prospectus annually. Shareholders who do not want this consolidation to
apply to their account should contact their Smith Barney Financial Consultant
or the Fund's transfer agent.
40
<PAGE>
APPENDIX
CERTAIN INVESTMENT STRATEGIES
In attempting to achieve its investment objective, the Portfolio may employ,
among others, one or more of the strategies set forth below. More detailed
information concerning these strategies and their related risks is contained in
the Statement of Additional Information.
Repurchase Agreements. The Portfolio may enter into repurchase agreement
transactions on U.S. Government securities with certain banks and
broker/dealers. Under the terms of a typical repurchase agreement, the Portfo-
lio would acquire an underlying debt obligation for a relatively short period
(usually not more than one week) subject to an obligation of the seller to
repurchase, and the Portfolio to resell, the obligation at an agreed-upon price
and time, thereby determining the yield during the Portfolio's holding period.
This arrangement results in a fixed rate of return that is not subject to mar-
ket fluctuations during the Portfolio's holding period. Repurchase agreements
are considered to be loans by the Portfolio. The value of the underlying secu-
rities will be at least equal at all times to the total amount of the repur-
chase obligation, including interest. The Portfolio bears a risk of loss in the
event that the other party to a repurchase agreement defaults on its obliga-
tions and the Portfolio is delayed or 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 Portfolio
seeks to assert these rights to them, the risk of incurring expenses associated
with asserting those rights and the risk of losing all or part of the income
from the agreement. The Portfolio's investment adviser, acting under the super-
vision of the Board of Directors, reviews on an ongoing basis the creditworthi-
ness and the value of the collateral of those banks and dealers with which the
Portfolio enters into repurchase agreements to evaluate potential risks.
Short Sales. The Portfolio may sell securities "short against the box." While
a short sale is the sale of a security the Portfolio does not own, it is
"against the box" if at all times when the short position is open, the Portfo-
lio owns an equal amount of the securities or securities convertible into, or
exchangeable without further consideration for, securities of the same issue as
the securities sold short. Short sales "against the box" are used to defer rec-
ognition of capital gains or losses.
Illiquid Securities. The Portfolio may invest up to 15% of its assets in
securities (excluding those subject to Rule 144A under the Securities Act of
1933 (the "1933 Act"), as amended) with contractual or other restrictions on
resale and other instruments that are not readily marketable, including (a)
repurchase agreements with maturities greater than seven days, (b) time depos-
its maturing from two business days through seven calendar days, (c) to the
extent that a liquid secondary market does not exist for the instruments,
futures contracts and options on those contracts and (d) other securities that
are subject to restrictions on resale that the investment adviser has deter-
mined are not liquid under guidelines established by
A-1
<PAGE>
APPENDIX (CONTINUED)
the Fund's Board of Directors; provided however that the Portfolio will not
invest more than 5% of its assets in securities that are restricted from sale
to the public until they have been registered under the 1933 Act.
Currency Exchange Transactions and Options on Foreign Currencies. In order to
protect against uncertainty in the level of future exchange rates, the Portfo-
lio may engage in currency exchange transactions and purchase exchange-traded
put and call options on foreign currencies. The Portfolio will conduct its cur-
rency exchange transactions either on a spot (i.e., cash) basis at the rate
prevailing in the currency exchange market or through entering into forward
contracts to purchase or sell currencies. The Portfolio's dealings in forward
currency exchange and options on foreign currencies are limited to hedging
involving either specific transactions or portfolio positions.
A forward currency contract involves an obligation to purchase or sell a spe-
cific currency for an agreed-upon price at an agreed-upon date which may be any
fixed number of days from the date of the contract agreed upon by the parties.
These contracts are entered into in the interbank market conducted directly
between currency traders (usually large commercial banks) and their customers.
Although these contracts are intended to minimize the risk of loss due to a
decline in the value of the hedged currency, at the same time they tend to
limit any potential gain that might result should the value of the currency
increase.
The Portfolio may purchase put options on a foreign currency in which securi-
ties held by the Portfolio are denominated to protect against a decline in the
value of the currency in relation to the currency in which the exercise price
is denominated. The Portfolio may purchase a call option on a foreign currency
to hedge against an adverse exchange rate of the currency in which a security
that it anticipates purchasing is denominated in relation to the currency in
which the exercise price is denominated. An option on a foreign currency gives
the purchaser, in return for a premium, the right to sell, in the case of a
put, and buy, in the case of a call, the underlying currency at a specified
price during the term of the option. Although the purchase of an option on a
foreign currency may constitute an effective hedge by a Portfolio against fluc-
tuations in the exchange rates, in the event of rate movements adverse to the
Portfolio's position, the Portfolio may forfeit the entire amount of the pre-
mium plus related transaction costs. Options on foreign currencies purchased by
the Portfolio may be traded on domestic and foreign exchanges or traded over-
the-counter.
Although the foreign currency market may not necessarily be more volatile
than the market in other commodities, the foreign currency market offers less
protection against defaults in the forward trading of currencies than is avail-
able when trading in currencies occurs on an exchange. Because a forward clear-
ing contract is not guaranteed by an exchange or clearinghouse, a default on
the contract would
A-2
<PAGE>
APPENDIX (CONTINUED)
deprive the Portfolio of unrealized profits or force the Portfolio to cover its
commitments for the purchase or resale, if any, at the current market price.
A-3
<PAGE>
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<PAGE>
SMITH BARNEY
----------------------------------
A Member of TravelersGroup [LOGO]
SMITH BARNEY
WORLD FUNDS, INC.
EUROPEAN PORTFOLIO
388 Greenwich Street
New York, New York 10013
FD 0478 2/97
<PAGE>
P R O S P E C T U S
SMITH BARNEY
WORLD FUNDS, INC.
Pacific Portfolio
FEBRUARY 28, 1997
PROSPECTUS BEGINS ON PAGE ONE
[LOGO] SMITH BARNEY MUTUAL FUNDS
Investing for your future.
Everyday.
<PAGE>
PROSPECTUS
FEBRUARY 28, 1997
Smith Barney World Funds, Inc.
Pacific Portfolio
388 Greenwich Street
New York, New York 10013
(212) 723-9218
The Pacific Portfolio (the "Portfolio") is one of the investment portfolios
that currently comprise Smith Barney World Funds, Inc. (the "Fund"). The Port-
folio's primary investment objective is long-term capital appreciation. In
seeking to achieve its objective, the Portfolio will invest primarily in a
diversified portfolio of equity securities of companies in Australia, Hong
Kong, India, Indonesia, Japan, Malaysia, New Zealand, Pakistan, Papua New Guin-
ea, the People's Republic of China, the Philippines, Singapore, South Korea,
Sri Lanka, Taiwan and Thailand.
This Prospectus sets forth concisely certain information about the Fund and
the Portfolio, including sales charges, distribution and service fees and
expenses, that prospective investors will find helpful in making an investment
decision. Investors are encouraged to read this Prospectus carefully and retain
it for future reference.
Additional information about the Portfolio is contained in a Statement of
Additional Information dated February 28, 1997, as amended or supplemented from
time to time, that is available upon request and without charge by calling or
writing the Fund at the telephone number or address set forth above or by con-
tacting a Smith Barney Financial Consultant. The Statement of Additional Infor-
mation has been filed with the Securities and Exchange Commission (the "SEC")
and is incorporated by reference into this Prospectus in its entirety.
SMITH BARNEY INC.
Distributor
SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
Investment Manager
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
PROSPECTUS SUMMARY 3
- -------------------------------------------------
FINANCIAL HIGHLIGHTS 10
- -------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES 12
- -------------------------------------------------
VALUATION OF SHARES 19
- -------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES 20
- -------------------------------------------------
PURCHASE OF SHARES 22
- -------------------------------------------------
EXCHANGE PRIVILEGE 32
- -------------------------------------------------
REDEMPTION OF SHARES 35
- -------------------------------------------------
MINIMUM ACCOUNT SIZE 38
- -------------------------------------------------
PERFORMANCE 38
- -------------------------------------------------
MANAGEMENT OF THE FUND 39
- -------------------------------------------------
DISTRIBUTOR 41
- -------------------------------------------------
ADDITIONAL INFORMATION 41
- -------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the Fund
or the Distributor. This Prospectus does not constitute an offer by the Fund or
the Distributor to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction.
- --------------------------------------------------------------------------------
2
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by detailed information
appearing elsewhere in this Prospectus and in the Statement of Additional
Information. Cross references in this summary are to headings in the Prospec-
tus. See "Table of Contents."
INVESTMENT OBJECTIVE The Portfolio is an open-end, management investment com-
pany whose primary investment objective is to seek long-term capital apprecia-
tion. In seeking to achieve its objective, the Portfolio will invest primarily
in a diversified portfolio of equity securities of companies in Australia,
Hong Kong, India, Indonesia, Japan, Malaysia, New Zealand, Pakistan, Papua New
Guinea, the People's Republic of China, the Philippines, Singapore, South
Korea, Sri Lanka, Taiwan and Thailand ("Asia Pacific Countries"). See "Invest-
ment Objective and Management Policies."
ALTERNATIVE PURCHASE ARRANGEMENTS The Portfolio offers several classes of
shares ("Classes") to investors designed to provide them with the flexibility
of selecting an investment best suited to their needs. The general public is
offered three Classes of shares: Class A shares, Class B shares and Class C
shares, which differ principally in terms of sales charges and rate of
expenses to which they are subject. A fourth Class of shares, Class Y shares,
is offered only to investors meeting an initial investment minimum of
$5,000,000. See "Purchase of Shares" and "Redemption of Shares."
Class A Shares. Class A shares are sold at net asset value plus an initial
sales charge of up to 5.00% and are subject to an annual service fee of 0.25%
of the average daily net assets of the Class. The initial sales charge may be
reduced or waived for certain purchases. Purchases of Class A shares, which
when combined with current holdings of Class A shares offered with a sales
charge equal or exceed $500,000 in the aggregate, will be made at net asset
value with no initial sales charge, but will be subject to a contingent
deferred sales charge ("CDSC") of 1.00% on redemptions made within 12 months
of purchase. See "Prospectus Summary--Reduced or No Initial Sales Charge."
Class B Shares. Class B shares are offered at net asset value subject to a
maximum CDSC of 5.00% of redemption proceeds, declining by 1.00% each year
after the date of purchase to zero. This CDSC may be waived for certain
redemptions. Class B shares are subject to an annual service fee of 0.25% and
an annual distribution fee of 0.75% of the average daily net assets of the
Class. The Class B shares' distribution fee may cause that Class to have
higher expenses and pay lower dividends than Class A shares.
Class B Shares Conversion Feature. Class B shares will convert automatically
to Class A shares, based on relative net asset value, eight years after the
date of the original purchase. Upon conversion, these shares will no longer be
subject to an annual distribution fee. In addition, a certain portion of Class
B shares that have
3
<PAGE>
PROSPECTUS SUMMARY (CONTINUED)
been acquired through the reinvestment of dividends and distributions ("Class
B Dividend Shares") will be converted at that time. See "Purchase of Shares--
Deferred Sales Charge Alternatives."
Class C Shares. Class C shares are sold at net asset value with no initial
sales charge. They are subject to an annual service fee of 0.25% and an annual
distribution fee of 0.75% of the average daily net assets of the Class C
shares, and investors pay a CDSC of 1.00% if they redeem Class C shares within
12 months of purchase. The CDSC may be waived for certain redemptions. The
Class C shares' distribution fee may cause that Class to have higher expenses
and pay lower dividends than Class A shares. Purchases of Portfolio shares,
which when combined with current holdings of Class C shares of the Portfolio
equal or exceed $500,000 in the aggregate, should be made in Class A shares at
net asset value with no sales charge, and will be subject to a CDSC of 1.00%
on redemptions made within 12 months of purchase.
Class Y Shares. Class Y shares are available only to investors meeting an
initial investment minimum of $5,000,000. Class Y shares are sold at net asset
value with no initial sales charge or CDSC. They are not subject to any serv-
ice or distribution fees.
In deciding which Class of Portfolio shares to purchase, investors should
consider the following factors, as well as any other relevant facts and cir-
cumstances:
Intended Holding Period. The decision as to which Class of shares is more
beneficial to an investor depends on the amount and intended length of his or
her investment. Shareholders who are planning to establish a program of regu-
lar investment may wish to consider Class A shares; as the investment accumu-
lates shareholders may qualify for reduced sales charges and the shares are
subject to lower ongoing expenses over the term of the investment. As an
alternative, Class B and Class C shares are sold without any initial sales
charge so the entire purchase price is immediately invested in the Portfolio.
Any investment return on these additional invested amounts may partially or
wholly offset the higher annual expenses of these Classes. Because the Portfo-
lio's future return cannot be predicted, however, there can be no assurance
that this would be the case.
Finally, investors should consider the effect of the CDSC period and any
conversion rights of the Classes in the context of their own investment time
frame. For example, while Class C shares have a shorter CDSC period than Class
B shares, they do not have a conversion feature, and therefore, are subject to
an ongoing distribution fee. Thus, Class B shares may be more attractive than
Class C shares to investors with longer term investment outlooks.
Reduced or No Initial Sales Charge. The initial sales charge on Class A
shares may be waived for certain eligible purchasers, and the entire purchase
price will be immediately invested in the Portfolio. In addition, Class A
share purchases, which
4
<PAGE>
PROSPECTUS SUMMARY (CONTINUED)
when combined with current holdings of Class A shares offered with a sales
charge equal or exceed $500,000 in the aggregate, will be made at net asset
value with no initial sales charge, but will be subject to a CDSC of 1.00% on
redemptions made within 12 months of purchase. The $500,000 aggregate invest-
ment may be met by adding the purchase to the net asset value of all Class A
shares offered with a sales charge held in funds sponsored by Smith Barney Inc.
("Smith Barney") listed under "Exchange Privilege." Class A share purchases
also may be eligible for a reduced initial sales charge. See "Purchase of
Shares." Because the ongoing expenses of Class A shares may be lower than those
for Class B and Class C shares, purchasers eligible to purchase Class A shares
at net asset value or at a reduced sales charge should consider doing so.
Smith Barney Financial Consultants may receive different compensation for
selling different Classes of shares. Investors should understand that the pur-
pose of the CDSC on the Class B and Class C shares is the same as that of the
initial sales charge on the Class A shares.
See "Purchase of Shares" and "Management of the Fund" for a complete descrip-
tion of the sales charges and service and distribution fees for each Class of
shares and "Valuation of Shares," "Dividends, Distributions and Taxes" and "Ex-
change Privilege" for other differences between the Classes of shares.
SMITH BARNEY 401(k) AND EXECCHOICE(TM) PROGRAMS Investors may be eligible to
participate in the Smith Barney 401(k) Program, which is generally designed to
assist plan sponsors in the creation and operation of retirement plans under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"),
as well as other types of participant directed, tax-qualified employee benefit
plans. Investors may also be eligible to participate in the Smith Barney
ExecChoice(TM) Program. Class A and Class C shares are available without sales
charge as investment alternatives under both of these programs. See "Purchase
of Shares-- Smith Barney 401(k) and ExecChoice(TM) Programs."
PURCHASE OF SHARES Shares may be purchased through a brokerage account main-
tained with Smith Barney. Shares may also be purchased through a broker that
clears securities transactions through Smith Barney on a fully disclosed basis
(an "Introducing Broker") or an investment dealer in the selling group. In
addition, certain investors, including qualified retirement plans and certain
other institutional investors, may purchase shares directly from the Fund
through the Fund's transfer agent, First Data Investor Services Group Inc.
("First Data"). See "Purchase of Shares."
INVESTMENT MINIMUMS Investors in Class A, Class B and Class C shares may open
an account by making an initial investment of at least $1,000 for each account,
or $250 for an individual retirement account ("IRA") or a Self-Employed Retire-
ment Plan. Investors in Class Y shares may open an account for an initial
5
<PAGE>
PROSPECTUS SUMMARY (CONTINUED)
investment of $5,000,000. Subsequent investments of at least $50 may be made
for all Classes. For participants in retirement plans qualified under Section
403(b)(7) or Section 401(a) of the Code, the minimum initial investment
requirement for Class A, Class B and Class C shares and the subsequent invest-
ment requirement for all Classes of shares is $25. The minimum investment
requirements for purchases of Portfolio shares through the Systematic Invest-
ment Plan are described below. See "Purchase of Shares."
SYSTEMATIC INVESTMENT PLAN The Portfolio offers shareholders a Systematic
Investment Plan under which they may authorize the automatic placement of a
purchase order each month or quarter for Portfolio shares. The minimum initial
investment requirement for Class A, Class B and Class C shares and the subse-
quent investment requirement for all Classes for shareholders purchasing shares
through the Systematic Investment Plan on a monthly basis is $25 and on a quar-
terly basis is $50. See "Purchase of Shares."
REDEMPTION OF SHARES Shares may be redeemed on each day the New York Stock
Exchange, Inc. ("NYSE") is open for business. See "Purchase of Shares" and "Re-
demption of Shares."
MANAGEMENT OF THE PORTFOLIO Smith Barney Mutual Funds Management Inc. (the
"Manager") serves as the Portfolio's investment manager. The Manager is a
wholly owned subsidiary of Smith Barney Holdings Inc. ("Holdings"). Holdings is
a wholly owned subsidiary of Travelers Group Inc. ("Travelers"), a diversified
financial services holding company engaged, through its subsidiaries, princi-
pally in four business segments: Investment Services, Consumer Finance Servic-
es, Life Insurance Services and Property & Casualty Insurance Services. See
"Management of the Fund."
EXCHANGE PRIVILEGE Shares of a Class may be exchanged for shares of the same
Class of certain other funds of the Smith Barney Mutual Funds at the respective
net asset values next determined. See "Exchange Privilege."
VALUATION OF SHARES Net asset value of the Portfolio for the prior day may be
quoted daily in the financial section of many newspapers and is also available
from a Smith Barney Financial Consultant. See "Valuation of Shares."
DIVIDENDS AND DISTRIBUTIONS Dividends from net investment income and distribu-
tions of net realized capital gains, if any, are declared and paid annually.
See "Dividends, Distributions and Taxes."
REINVESTMENT OF DIVIDENDS Dividends and distributions paid on shares of a Class
will be reinvested automatically, unless otherwise specified by an investor, in
additional shares of the same Class at current net asset value. Shares acquired
by dividend and distribution reinvestments will not be subject to any sales
charge or CDSC. Class B shares acquired through dividend and distribution rein-
vestments
6
<PAGE>
PROSPECTUS SUMMARY (CONTINUED)
will become eligible for conversion to Class A shares on a pro rata basis. See
"Dividends, Distributions and Taxes."
RISK FACTORS AND SPECIAL CONSIDERATIONS There can be no assurance that the
Portfolio's investment objective will be achieved. The value of the Portfo-
lio's investments, and thus the net asset value of the Portfolio's shares,
will fluctuate in response to changes in market and economic conditions, as
well as the financial condition and prospects of issuers in which the Portfo-
lio invests. The Portfolio will invest in foreign securities. Investments in
foreign securities incur higher costs than investments in U.S. securities,
including higher costs in making securities transactions as well as foreign
government taxes which may reduce the investment return of the Portfolio. In
addition, foreign investments may include additional risks associated with
currency exchange rates, less complete financial information about individual
companies, less market liquidity and political instability. See "Investment
Objective and Management Policies."
THE PORTFOLIO'S EXPENSES The following expense table lists the costs and
expenses an investor will incur either directly or indirectly as a shareholder
of the Portfolio, based on the maximum sales charge or maximum CDSC that may
be incurred at the time of purchase or redemption and the Portfolio's operat-
ing expenses for its most recent fiscal year:
<TABLE>
<CAPTION>
PACIFIC PORTFOLIO CLASS A CLASS B CLASS C CLASS Y
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases
(as a percentage of offering price) 5.00% None None None
Maximum CDSC (as a percentage of original
cost or redemption proceeds, whichever
is lower) None* 5.00% 1.00% None
- ------------------------------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES**
(as a percentage of average net assets)
Management fees 0.85% 0.85% 0.85% 0.85%
12b-1 fees*** 0.25 1.00 1.00 --
Other expenses 1.54 1.80 1.61 1.54
- ------------------------------------------------------------------------------
TOTAL PORTFOLIO OPERATING EXPENSES 2.64% 3.65% 3.46% 2.39%
- ------------------------------------------------------------------------------
</TABLE>
* Purchases of Class A shares, which when combined with current holdings of
Class A shares offered with a sales charge equal or exceed $500,000 in
the aggregate, will be made at net asset value with no sales charge, but
will be subject to a CDSC of 1.00% on redemptions made within 12 months.
** "Other Expenses" for Class Y shares are based on estimated amounts
because no Class Y shares were outstanding for year ended October 31,
1996. In addition, during the year ended October 31, 1996, the Portfolio
earned credits from the custodian which reduce service fees incurred. If
the credits are taken into consideration, the ratios of expenses to aver-
age net assets for Class A, B and C would be 2.51%, 3.47% and 3.29%,
respectively.
*** Upon conversion of Class B shares to Class A shares, such shares will no
longer be subject to a distribution fee. Class C shares do not have a
conversion feature and, therefore, are subject to an ongoing distribution
fee. As a result, long-term shareholders of Class C shares may pay more
than the economic equivalent of the maximum front-end sales charge per-
mitted by the National Association of Securities Dealers, Inc.
7
<PAGE>
PROSPECTUS SUMMARY (CONTINUED)
Class A shares of the Portfolio purchased through the Smith Barney
AssetOne SM Program will be subject to an annual asset-based fee, payable quar-
terly, in lieu of the initial sales charge. The fee will vary to a maximum of
1.50%, depending on the amount of assets held through the Program. For more
information, please call your Smith Barney Financial Consultant.
The sales charge and CDSC set forth in the above table are the maximum
charges imposed on purchases or redemptions of Portfolio shares and investors
may actually pay lower or no charges, depending on the amount purchased and, in
the case of Class B, Class C and certain Class A shares, the length of time the
shares are held and whether the shares are held through the Smith Barney 401(k)
or ExecChoice (TM) Programs. See "Purchase of Shares" and "Redemption of
Shares." Smith Barney receives an annual 12b-1 service fee of 0.25% of the
value of average daily net assets of Class A shares. Smith Barney also receives
with respect to Class B and Class C shares an annual 12b-1 fee of 1.00% of the
value of average daily net assets of the respective Classes, consisting of a
0.75% distribution fee and a 0.25% service fee. "Other expenses" in the above
table include fees for shareholder services, custodial fees, legal and account-
ing fees, printing costs and registration fees.
EXAMPLE
The following example is intended to assist an investor in understanding the
various costs that an investor in the Portfolio will bear directly or indirect-
ly. The example assumes payment by the Portfolio of operating expenses at the
levels set forth in the table above. See "Purchase of Shares," "Redemption of
Shares" and "Management of the Fund."
<TABLE>
<CAPTION>
PACIFIC PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS*
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
An investor would pay the following
expenses on a $1,000 investment, assuming
(1) 5.00% annual return and (2) redemption
at the end of each time period:
Class A.................................. $75 $128 $183 $332
Class B.................................. 87 142 199 368
Class C.................................. 45 106 180 374
Class Y.................................. 24 75 128 273
An investor would pay the following
expenses on the same investment, assuming
the same annual return and no redemption:
Class A.................................. $75 $128 $183 $332
Class B.................................. 37 112 189 368
Class C.................................. 35 106 180 374
Class Y.................................. 24 75 128 273
- ------------------------------------------------------------------------------
</TABLE>
* Ten-year figures assume conversion of Class B shares to Class A shares at the
end of the eighth year following the date of purchase.
8
<PAGE>
PROSPECTUS SUMMARY (CONTINUED)
The example also provides a means for the investor to compare expense levels
of funds with different fee structures over varying investment periods. To
facilitate such comparison, all funds are required to utilize a 5.00% annual
return assumption. However, the Portfolio's actual return will vary and may be
greater or less than 5.00%. THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTA-
TION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN.
9
<PAGE>
FINANCIAL HIGHLIGHTS
The following information has been audited by KPMG Peat Marwick LLP, inde-
pendent auditors, whose report thereon appears in the Fund's annual report
dated October 31, 1996. The information set out below should be read in con-
junction with the financial statements and related notes that also appear in
the Fund's Annual Report to Shareholders, which is incorporated by reference
into the Statement of Additional Information.
FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD:
<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES
------------------------- ----------------
PACIFIC PORTFOLIO 1996(1) 1995 1994(2) 1996(1) 1995(3)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF
YEAR $10.07 $12.92 $12.50 $9.99 $12.64
- -------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERA-
TIONS:
Net investment loss(4) (0.14) (0.01) (0.07) (0.23) (0.01)
Net realized and unrealized
gain (loss) 0.25 (2.84) 0.49 0.25 (2.64)
- -------------------------------------------------------------------------------
Total Income (Loss) From
Operations 0.11 (2.85) 0.42 0.02 (2.65)
- -------------------------------------------------------------------------------
LESS DISTRIBUTIONS FROM:
Net investment income -- -- -- -- --
- -------------------------------------------------------------------------------
Total Distributions -- -- -- -- --
- -------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR $10.18 $10.07 $12.92 $10.01 $9.99
- -------------------------------------------------------------------------------
TOTAL RETURN(P) 1.09% (22.06)% 3.36%++ 0.20% (20.97)%++
- -------------------------------------------------------------------------------
NET ASSETS, END OF YEAR
(000S) $4,929 $4,409 $7,538 $4,009 $1,031
- -------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
Expenses(4) 2.64% 1.97% 1.51%+ 3.65% 3.39%+
Net investment loss (1.38) (0.71) (0.82)+ (2.26) (1.47)+
- -------------------------------------------------------------------------------
PORTFOLIO TURNOVER RATE 86% 31% 6% 86% 31%
- -------------------------------------------------------------------------------
AVERAGE COMMISSIONS PER SHARE
PAID ON EQUITY TRANSAC-
TIONS(5) $0.02 $0.01 -- $0.02 $0.01
- -------------------------------------------------------------------------------
</TABLE>
(1)Per share amounts have been calculated using the monthly average shares
method, which more appropriately presents the per share data for the period
since the use of the undistributed net investment income method does not
accord with results of operations.
(2)For the period from February 7, 1994 (inception date) to October 31, 1994.
(3)For the period from November 7, 1994 (inception date) to October 31, 1995.
(4)The Manager waived all or part of its fees for the year ended October 31,
1995 and the year ended October 31, 1994. In addition, the Manager agreed
to reimburse the Pacific Portfolio for $30,862 of the Portfolio's expenses
for the year ended October 31, 1995. If such fees and expenses were not
waived or reimbursed, the per share effect on net investment and the
expense ratios would have been as follows:
<TABLE>
<CAPTION>
Expense
Ratios
Without
Per Share Fee
Decreases Waivers
to Net and
Investment Custody
Income Credits
---------- -------
1995 1994 1995 1994
----- ----- ---- ----
<S> <C> <C> <C> <C>
Class A $0.14 $0.03 3.18% 1.87%+
Class B 0.16 -- 4.90+ --
</TABLE>
In addition, during the years ended October 31, 1996, and October 31, 1995,
the Portfolio has earned credits from the custodian which reduce service
fees incurred. If the credits are taken into consideration, the expense
ratios for Class A would be 2.51% and 1.70%, respectively; and for Class B
would be 3.47% and 3.06%+, respectively; prior year numbers have not been
restated to reflect these credits.
(5)As of September 1995, the SEC instituted new guidelines requiring the dis-
closure of average commissions per share.
++Total return is not annualized, as it may not be representative of the total
return for the year.
+Annualized.
(P)Total returns do not reflect any applicable sales loads or contingent
deferred sales charges.
10
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR:
<TABLE>
<CAPTION>
CLASS C SHARES
--------------------------
PACIFIC PORTFOLIO 1996(1) 1995(2) 1994(3)
- ---------------------------------------------------------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR $9.95 $12.86 $12.50
- ---------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS:
Net investment loss(4) (0.24) (0.02) (0.11)
Net realized and unrealized gain (loss) 0.27 (2.89) 0.47
- ---------------------------------------------------------------------
Total Income (Loss) From Operations 0.03 (2.91) 0.36
- ---------------------------------------------------------------------
LESS DISTRIBUTIONS FROM:
Net investment income -- -- --
- ---------------------------------------------------------------------
Total Distributions -- -- --
- ---------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR $9.98 $9.95 $12.86
- ---------------------------------------------------------------------
TOTAL RETURN(P) 0.30% (22.63)% 2.88%++
- ---------------------------------------------------------------------
NET ASSETS, END OF YEAR (000S) $1,612 $1,952 $3,167
- ---------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
Expenses(4) 3.46% 2.69% 2.29%+
Net investment loss (2.22) (1.45) (1.49)+
- ---------------------------------------------------------------------
PORTFOLIO TURNOVER RATE 86% 31% 6%
- ---------------------------------------------------------------------
AVERAGE COMMISSIONS PER SHARE
PAID ON EQUITY TRANSACTIONS(5) $0.02 $0.01 --
- ---------------------------------------------------------------------
</TABLE>
(1)Per share amounts have been calculated using the monthly average shares
method, which more appropriately presents the per share data for the period
since the use of the undistributed net investment income method does not
accord with results of operations.
(2)On November 7, 1994, the former Class B shares were renamed Class C shares.
(3)For the period from February 11, 1994 (inception date) to October 31, 1994.
(4)The Manager waived all or part of its fees for the year ended October 31,
1995 and the period ended October 31, 1994. In addition, the Manager agreed
to reimburse the Portfolio for $30,862 of the Portfolio's expenses for the
year ended October 31, 1995. If such fees and expenses were not waived or
reimbursed, the per share effect on net investment income and the expense
ratios would have been as follows:
<TABLE>
<CAPTION>
Expense
Ratios
Without
Per Share Fee
Decreases Waivers
to Net and
Investment Custody
Income Credits
---------- -------
1995 1994 1995 1994
----- ----- ---- ----
<S> <C> <C> <C> <C>
Class C $0.13 $0.03 3.88% 2.70%+
</TABLE>
In addition, during the years ended October 31, 1996, and October 31, 1995,
the Portfolio has earned credits from the custodian which reduce service
fees incurred. If the credits are taken into consideration, the expense
ratios for Class C would be 3.29% and 2.42%+, respectively; prior year num-
bers have not been restated to reflect these credits.
(5) As of September 1995, the SEC instituted new guidelines requiring the dis-
closure of average commissions per share.
++Total return is not annualized, as it may not be representative of the total
return for the year.
+Annualized.
(P)Total returns do not reflect any applicable sales loads or contingent
deferred sales charges.
11
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The Portfolio is designed for investors seeking experienced professional
management of a diversified portfolio of equity securities in the Asia Pacific
Countries. The Portfolio's investment objective is long-term capital apprecia-
tion through investment primarily in equity securities of companies in Austra-
lia, Hong Kong, India, Indonesia, Japan, Malaysia, New Zealand, Pakistan,
Papua New Guinea, the People's Republic of China, the Philippines, Singapore,
South Korea, Sri Lanka, Taiwan and Thailand. The Manager may add or delete
countries from this list without prior notice to shareholders. There can be no
assurance that the Portfolio will achieve its investment objective.
The Portfolio's investment objective may be changed only by the "vote of a
majority of the outstanding voting securities" as defined in the Investment
Company Act of 1940 (the "1940 Act"). The Portfolio's investment policies are
nonfundamental and, as such, may be changed by the Board of Directors, pro-
vided such change is not prohibited by the investment restrictions (which are
set forth in the Statement of Additional Information) or applicable law, and
any such change will first be disclosed in the then current prospectus.
The Portfolio's investments will primarily consist of (i) securities traded
principally on stock exchanges in the Asia Pacific Countries, (ii) securities
of companies that derive 50% or more of their total revenue from either goods
produced, sales made, or services performed in the Asia Pacific Countries and
(iii) securities (including American Depository Receipts) of companies orga-
nized under the laws of an Asia Pacific Country that are publicly traded on
recognized securities exchanges outside of the Asia Pacific Countries.
The Portfolio will normally invest at least 80% of its total assets in
equity securities of companies in the Asia Pacific Countries, consisting of
the securities listed above. For the purposes of the foregoing limitation
equity securities include common stocks, preferred stocks, securities convert-
ible into common or preferred stocks and warrants. The Portfolio may also
invest up to 20% of its total assets in debt securities and other types of
investments if the investment adviser believes they would help achieve the
Portfolio's investment objective. The Portfolio will generally invest its
assets broadly among countries and will normally have represented in the port-
folio business activities in not less than three different countries. However,
the Portfolio has no predetermined policy on the allocation of funds for
investment among such countries or securities and allocation of the Portfo-
lio's investments will depend upon the relative attractiveness of the Asian
Pacific markets and particular issuers. Concentration of the Portfolio's
assets in one or a few of the Asian Pacific countries and Asian Pacific cur-
rencies will subject the Portfolio to greater risks than if the Portfolio's
assets were not geographically concentrated.
Under unusual economic or market conditions as determined by the investment
adviser, the Portfolio may temporarily invest for defensive purposes all or a
major portion of its assets in U.S. government securities or debt or equity
securities of
12
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
companies incorporated in and having their principal business activities in the
U.S. To the extent the Portfolio's assets are invested for temporary defensive
purposes, such assets will not be invested in a manner designed to achieve the
Portfolio's investment objective.
In determining the appropriate distribution of investments among various
countries and geographic regions, the investment adviser ordinarily considers
the following factors: prospects for relative economic growth between coun-
tries; expected levels of inflation; government policies influencing business
conditions; the outlook for currency relationships; and the range of individual
investment opportunities available to international investors. In the future,
if any other relevant factors arise they will also be considered. In analyzing
companies for investment, the investment adviser ordinarily looks for one or
more of the following characteristics: an above-average earnings growth per
share; high return on invested capital; healthy balance sheet; sound financial
and accounting policies and overall financial strength; strong competitive
advantages; effective research and product development and marketing; efficient
service; pricing flexibility; strength of management; and general operating
characteristics which will enable the company to compete successfully in its
market place. Ordinarily, the investment adviser will not view a company as
being sufficiently well established to be considered for inclusion in the Port-
folio unless the company, together with any predecessors, has been operating
for at least three fiscal years. However, the Portfolio may invest up to 5% of
its assets in such "unseasoned" issuers.
It is expected that portfolio securities will ordinarily be traded on a stock
exchange or other market in the country in which the issuer is principally
based, but may also be traded on markets in other countries including, in many
cases, the United States securities exchanges and over-the-counter markets. The
Portfolio may invest in companies, large or small, whose earnings are believed
to be in a relatively strong growth trend, or in companies in which significant
further growth is not anticipated but whose market value per share is thought
to be undervalued. It may also invest in small and relatively less well-known
companies. Debt securities in which the Portfolio may invest will generally be
rated at the time of purchase at least Baa by Moody's Investors Service, Inc.
("Moody's") or BBB by Standard & Poor's Ratings Group ("S&P"). Debt securities
rated Baa or BBB may have speculative characteristics and changes in economic
conditions or other circumstances are more likely to lead to a weakened capac-
ity of their issuers to pay interest and repay principal than is the case with
higher rated securities.
To the extent that the Portfolio's assets are not otherwise invested as
described above, the assets may be held in cash, in any currency, or invested
in U.S. as well as foreign high quality money market instruments and equiva-
lents.
13
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
INVESTMENT PRACTICES
The Portfolio may utilize from time to time one or more of the investment
practices described below to assist it in reaching its investment objective.
These practices involve potential risks which are summarized below.
Currency, Interest Rate and Other Hedging Transactions. In order to protect
the dollar equivalent value of its portfolio securities against declines
resulting from currency value fluctuations and changes in interest rate or
other market changes, the Portfolio may enter into the following hedging
transactions: forward foreign currency contracts, interest rate and currency
swaps and financial instrument and market index futures contracts and related
options contracts.
Currency Transactions -- The Portfolio will enter into various currency
transactions, i.e. forward foreign currency contracts, currency swaps, foreign
currency or currency index futures contracts and put and call options on such
contracts or on currencies. A forward foreign currency contract involves an
obligation to purchase or sell a specific currency for a set price at a future
date. A currency swap is an arrangement whereby each party exchanges one cur-
rency for another on a particular date and agrees to reverse the exchange on a
later date at a specific exchange rate. Forward foreign currency contracts and
currency swaps are established in the interbank market conducted directly
between currency traders (usually large commercial banks or other financial
institutions) on behalf of their customers. Futures contracts are similar to
forward contracts except that they are traded on an organized exchange and the
obligations thereunder may be offset by taking an equal but opposite position
to the original contract, with profit or loss determined by the relative
prices between the opening and offsetting positions. The Portfolio may enter
into these currency contracts and swaps in primarily the following circum-
stances: to "lock in" the U.S. dollar equivalent price of a security the Port-
folio is contemplating to buy or sell that is denominated in a non-U.S. cur-
rency; or to protect against a decline against the U.S. dollar of the currency
of a particular country to which the Portfolio has exposure. The Portfolio may
seek to achieve the same economic result by utilizing from time to time for
such hedging a currency different from the one of the given portfolio security
as long as, in the view of the investment adviser, such currency is essen-
tially correlated to the currency of the relevant portfolio security based on
historic and expected exchange rate patterns.
Interest Rate Transactions -- The Portfolio will enter into various interest
rate transactions, i.e., futures contracts in various financial instruments
and interest rate related indices, put and call options on such futures con-
tracts and on such financial instruments and interest rate swaps. The Portfo-
lio will enter into these transactions primarily to "lock in" a return or
spread on a particular investment or portion of its portfolio and to protect
against any increase in the price of securities the Portfolio anticipates pur-
chasing at a later date. Interest rate swaps involve the exchange by the Port-
folio with another party of their respective commitment to pay or
14
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
receive interest, e.g., an exchange of floating-rate payments for fixed-rate
payments. The Portfolio will not enter into an interest rate swap transaction
in which its interest commitment is greater or measured differently from the
interest receivable on specific portfolio securities. Interest rate swaps may
be combined with currency swaps to take advantage of rate differentials in dif-
ferent markets on the same or similar securities.
The Portfolio may enter into futures contracts and options on futures con-
tracts for non-hedging purposes, subject to applicable law.
Market Index Transactions -- The Portfolio may also enter into various market
index contracts, i.e., index futures contracts on particular non-U.S. securi-
ties markets or industry segments and related put and call options. These con-
tracts are used primarily to protect the value of the Portfolio's securities
against a decline in a particular market or industry in which it is invested.
General -- The Portfolio will engage in the foregoing transactions primarily
as a means to hedge risks associated with management of its portfolio. Invest-
ment in these contracts requires the Portfolio to deposit with the applicable
exchange or other specified financial intermediary as a good faith deposit for
its obligations an amount of cash or specified debt securities which initially
is 1-5% of the face amount of the contract and which thereafter fluctuates on a
periodic basis as the value of the contract fluctuates.
Risks -- All of the foregoing transactions present certain risks. In particu-
lar, the variable degree of correlation between price movements of futures con-
tracts and dollar equivalent price movements in the currency or security being
hedged creates the possibility that losses on the hedge may be greater than
gains in the value of the Portfolio's securities. In addition, these instru-
ments may not be liquid in all circumstances and are generally closed out by
entering into offsetting transactions rather than by disposing of the Portfo-
lio's obligations. As a result, in volatile markets, the Portfolio may not be
able to close out a transaction without incurring losses. Although the contem-
plated use of these contracts should tend to minimize the risk of loss due to a
decline in the value of the hedged currency or security, at the same time they
tend to limit any potential gain which might result from an increase in the
value of such currency or security. The successful use of futures and options
is dependent upon the ability of the investment adviser to predict changes.
Finally, the daily deposit requirements in futures contracts create an ongoing
greater potential financial risk than do option purchase transactions, where
the exposure is limited to the cost of the premium for the option. Transactions
in futures and options on futures for non-hedging purposes involve greater
risks and could result in losses which are not offset by gains on other portfo-
lio assets.
With respect to interest rate swaps, the Portfolio recognizes that such
arrangements are relatively illiquid and will include the principal amount of
the obligations
15
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
owed to it under a swap as an illiquid security for purposes of the Portfo-
lio's investment restrictions except to the extent a third party (such as a
large commercial bank) has guaranteed the Portfolio's ability to offset the
swap at any time.
Options. The Portfolio may purchase put and call options on securities which
are traded on an exchange in other markets, on currencies and, as developed
from time to time, various futures contracts on market indexes and other
instruments. Purchasing options may increase investment flexibility and
improve total return, but also risks loss of the option premium if an asset
the Portfolio has the option to buy declines in value or if an asset the Port-
folio has the option to sell increases in value. In order to assure that the
Portfolio will not be deemed to be a "commodity pool" for purposes of the Com-
modity Exchange Act, regulations of the Commodity Futures Trading Commission
("CFTC") require that the Portfolio enter into transactions in futures con-
tracts and options on futures contracts only (i) for bona fide hedging pur-
poses (as defined in CFTC regulations), or (ii) for non-hedging purposes, pro-
vided that the aggregate initial margin and premiums on such non-hedging posi-
tions does not exceed 5% of the liquidation value of the Portfolio's assets.
Leverage. The Portfolio may borrow from banks, on a secured or unsecured
basis, up to 25% of the value of its assets. If the Portfolio borrows and uses
the proceeds to make additional investments, income and appreciation from such
investments will improve its performance if they exceed the associated borrow-
ing costs but impair its performance if they are less than such borrowing
costs. This speculative factor is known as "leverage".
Leverage creates an opportunity for increased returns to shareholders of the
Portfolio but, at the same time, creates special risk considerations. For
example, leverage may exaggerate changes in the net asset value of the Portfo-
lio's shares and in the Portfolio's yield. Although the principal or stated
value of such borrowings will be fixed, the Portfolio assets may change in
value during the time the borrowing is outstanding. Leverage will create
interest or dividend expenses for the Portfolio which can exceed the income
from the assets retained. To the extent the income or other gain derived from
securities purchased with borrowed funds exceeds the interest or dividends the
Portfolio will have to pay in respect thereof, the Portfolio's net income or
other gain will be greater than if leverage had not been used. Conversely, if
the income or other gain from the incremental assets is not sufficient to
cover the cost of leverage, the net income or other gain of the Portfolio will
be less than if leverage had not been used. If the amount of income from the
incremental securities is insufficient to cover the cost of borrowing, securi-
ties might have to be liquidated to obtain required funds. Depending on market
or other conditions, such liquidations could be disadvantageous to the Portfo-
lio.
16
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
Repurchase Agreements and Lending Securities. The Portfolio may enter into
repurchase agreements with up to 25% of its assets and may lend for a fee
portfolio securities amounting up to 15% of its assets. These transactions
must be fully collateralized at all times, and the investment adviser will
monitor the value of the collateral, which will be marked to the market daily,
to determine that the value is at least 100% of the agreed upon sum to be paid
to the Portfolio. Repurchase agreements and lending of portfolio securities
involve some credit risk to the Portfolio, if the other party defaults on its
obligations, since the Portfolio could be delayed or prevented from recovering
the collateral. The Portfolio currently does not expect that it will enter
into repurchase agreements on more than 5% of its assets.
Reverse Repurchase Agreements. The Portfolio may invest up to 5% of its
assets in reverse repurchase agreements. Reverse repurchase agreements are
considered to be borrowings by the Portfolio and involve the sale of portfolio
securities with an agreement to repurchase the securities at an agreed-upon
price, date and interest payment.
Illiquid Securities. The Portfolio may invest up to 15% of its assets in
securities (excluding those subject to Rule 144A under the Securities Act of
1933, as amended (the "1933 Act")), with contractual or other restrictions on
resale and other instruments that are not readily marketable, including (a)
repurchase agreements with maturities greater than seven days, (b) time depos-
its maturing from two business days through seven calendar days, (c) to the
extent that a liquid secondary market does not exist for the instruments,
futures contracts and options on those contracts and (d) other securities that
are subject to restrictions on resale that the investment adviser has deter-
mined are not liquid under guidelines established by the Fund's Board of
Directors; provided, however, that the Portfolio will not invest more than 5%
of its assets in securities that are restricted from resale to the public
until they have been registered under the 1933 Act.
PORTFOLIO TRANSACTIONS AND TURNOVER
All orders for transactions in securities and options on behalf of the Port-
folio are placed by the investment manager with broker/dealers that the
investment manager selects, including Smith Barney and other affiliated bro-
kers. Brokerage will be allocated to Smith Barney, to the extent and in the
manner permitted by applicable law, provided that, in the judgement of the
Board of Directors of the Fund, the commission, fee or other remuneration
received or to be received by Smith Barney (or any broker-dealer affiliate of
Smith Barney that is also a member of a securities exchange) is reasonable and
fair compared to the commission, fee or other remuneration received by other
brokers in connection with comparable transactions involving similar securi-
ties being purchased or sold on a securities exchange during the same or com-
parable period of time. In all trades directed to Smith Barney, the Fund has
been assured that its orders will be accorded priority over those received
from Smith Barney for its own accounts or for any of its directors, officers
or employees.
17
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
The Fund will not deal with Smith Barney in any transaction in which Smith
Barney acts as principal.
Although it is anticipated that most investments of the Portfolio will be
long-term in nature, the rate of portfolio turnover will depend upon market
and other conditions, and it will not be a limiting factor when the investment
adviser believes that portfolio changes are appropriate. It is expected that
the Portfolio's annual turnover rate will not exceed 100% in normal circum-
stances. Higher portfolio turnover rates can result in corresponding increases
in brokerage commissions for the Portfolio. See "Financial Highlights" for the
Portfolio's annual turnover rate during each year since inception.
RISK FACTORS
Investors should realize that risk of loss is inherent in the ownership of
any securities and that shares of the Portfolio will fluctuate with the market
value of its securities. In addition, concentration of the Portfolio's assets
in one or a few of the Asian Pacific countries or currencies will subject the
Portfolio to greater risks than if the Portfolio's assets were not geographi-
cally concentrated.
Non-U.S. Securities. Investments in securities of non-U.S. issuers involve
certain risks not ordinarily associated with investments in securities of
domestic issuers. Such risks include fluctuations in foreign exchange rates,
future political and economic developments, and the possible imposition of
exchange controls or other foreign governmental laws or restrictions. Since
the Portfolio will invest heavily in securities denominated or quoted in cur-
rencies other than the U.S. dollar, changes in foreign currency exchange rates
will, to the extent the Portfolio does not adequately hedge against such fluc-
tuations, affect the value of securities in its portfolio and the unrealized
appreciation or depreciation of investments so far as U.S. investors are con-
cerned. In addition, with respect to certain countries, there is the possibil-
ity of expropriation of assets, confiscatory taxation, political or social
instability or diplomatic developments which could adversely affect invest-
ments in those countries.
There may be less publicly available information about a foreign company
than about a U.S. company, and foreign companies may not be subject to
accounting, auditing, and financial reporting standards and requirements com-
parable to or as uniform as those of U.S. companies. Non-U.S. securities mar-
kets, while growing in volume, have, for the most part, substantially less
volume than U.S. markets, and securities of many foreign companies are less
liquid and their price more volatile than securities of comparable U.S. compa-
nies. Transaction costs on non-U.S. securities markets are generally higher
than in the U.S. There is generally less government supervision and regulation
of exchanges, brokers and issuers than there is in the U.S. The Portfolio
might have greater difficulty taking appropriate legal action in non-U.S.
courts. Dividend and interest income from non-U.S. securities will gen-
18
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
erally be subject to withholding taxes by the country in which the issuer is
located and may not be recoverable by the Portfolio or the investors.
Securities of Developing Countries. A developing country generally is consid-
ered to be a country that is in the initial stages of its industrialization
cycle. Investing in the equity markets of developing countries involves expo-
sure to economic structures that are generally less diverse and mature, and to
political systems that can be expected to have less stability, than those of
developed countries. Historical experience indicates that the markets of devel-
oping countries have been more volatile than the markets of the more mature
economies of developed countries; however, such markets often have provided
higher rates of return to investors.
VALUATION OF SHARES
The Portfolio's net asset value per share is determined as of the close of
regular trading on the NYSE on each day that the NYSE is open, by dividing the
value of the Portfolio's net assets attributable to each Class by the total
number of shares of the Class outstanding.
Securities owned by the Portfolio for which market quotations are readily
available are valued at current market value or, in their absence, at fair val-
ue. Securities traded on an exchange are valued at last sales prices on the
principal exchange on which each such security is traded, or if there were no
sales on that exchange on the valuation date, the last quoted sale, up to the
time of valuation, on the other exchanges. If instead there were no sales on
the valuation date with respect to these securities, such securities are valued
at the mean of the latest published closing bid and asked prices. Over-the-
counter securities are valued at last sales price or, if there were no sales
that day, at the mean between the bid and asked prices. Options, futures con-
tracts and options thereon that are traded on exchanges are also valued at last
sales prices as of the close of the principal exchange on which each is listed
or if there were no such sales on the valuation date, the last quoted sale, up
to the time of valuation, on the other exchanges. In the absence of any sales
on the valuation date, valuation shall be the mean of the latest closing bid
and asked prices. Securities with a remaining maturity of 60 days or less are
valued at amortized cost where the Board of Directors has determined that amor-
tized cost is fair value. Premiums received on the sale of call options will be
included in the Portfolio's net assets, and current market value of such
options sold by the Portfolio will be subtracted from the Portfolio's net
assets. Any other investments of the Portfolio, including restricted securities
and listed securities for which there is a thin market or that trade infre-
quently (i.e., securities for which prices are not readily available), are val-
ued at a fair value determined by the Board of Directors in good faith. This
value generally is determined as the amount that the Portfolio could reasonably
expect to receive from an orderly disposition of these assets over a reasonable
19
<PAGE>
VALUATION OF SHARES (CONTINUED)
period of time but in no event more than seven days. The value of any security
or commodity denominated in a currency other than U.S. dollars will be con-
verted into U.S. dollars at the prevailing market rate as determined by the
investment adviser.
Foreign securities trading may not take place on all days on which the NYSE
is open. Further, trading takes place in various foreign markets on days on
which the NYSE is not open. Accordingly, the determination of the net asset
value of the Portfolio may not take place contemporaneously with the determina-
tion of the prices of investments held by such Portfolio. Events affecting the
values of investments that occur between the time their prices are determined
and 4:00 P.M. on each day that the NYSE is open will not be reflected in the
Portfolio's net asset value unless the investment adviser, under the supervi-
sion of the Fund's Board of Directors, determines that the particular event
would materially affect net asset value. As a result, the Portfolio's net asset
value may be significantly affected by such trading on days when a shareholder
has no access to the Portfolio.
DIVIDENDS, DISTRIBUTIONS AND TAXES
DIVIDENDS AND DISTRIBUTIONS
The Fund declares and pays income dividends at least annually on shares of
the Portfolio and makes annual distributions of capital gains, if any, on such
shares.
If a shareholder does not otherwise instruct, dividends and capital gain dis-
tributions will be reinvested automatically in additional shares of the same
Class at net asset value, subject to no sales charge or CDSC.
Income dividends and capital gain distributions that are invested are cred-
ited to shareholders' accounts in additional shares at the net asset value as
of the close of business on the payment date. A shareholder may change the
option at any time by notifying his or her Smith Barney Financial Consultant.
Accounts held directly by First Data should notify First Data in writing at
least five business days prior to the payment date to permit the change to be
entered in the shareholder's account.
The per share dividends on Class B and Class C shares of the Portfolio may be
lower than the per share dividends on Class A and Class Y shares principally as
a result of the distribution fee applicable with respect to Class B and Class C
shares. The per share dividends on Class A shares of the Portfolio may be lower
than the per share dividends on Class Y shares principally as a result of the
service fee applicable to Class A shares. Distributions of capital gains, if
any, will be in the same amount for Class A, Class B, Class C and Class Y
shares.
20
<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES (CONTINUED)
TAXES
The Portfolio intends to qualify as a regulated investment company under
Subchapter M of the Code to be relieved of Federal income tax on that part of
its net investment income and realized capital gains which it pays out to its
shareholders. To qualify, the Portfolio must meet certain tests, including dis-
tributing at least 90% of its investment company taxable income, and deriving
less than 30% of its gross income from the sale or other disposition of certain
investments held for less than three months.
Dividends from net investment income and distributions of realized short-term
capital gains on the sale of securities, whether paid in cash or automatically
invested in additional shares of the Portfolio, are taxable to shareholders as
ordinary income. The Portfolio's dividends will not qualify for the dividends
received deduction for corporations. Dividends and distributions declared by
the Portfolio may also be subject to state and local taxes. Distributions out
of net long-term capital gains (i.e., net long-term capital gains in excess of
net short-term capital losses) are taxable to shareholders as long-term capital
gains. Information as to the tax status of dividends paid or deemed paid in
each calendar year will be mailed to shareholders as early in the succeeding
year as practical but not later than January 31.
Income received by the Portfolio from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries. Tax conven-
tions between certain countries and the United States may reduce or eliminate
such taxes. It is impossible to determine the rate of foreign tax in advance
since the amount of the Portfolio's assets to be invested in various countries
is not known. Such foreign taxes would reduce the income of the Portfolio dis-
tributed to shareholders.
If, at the end of the Portfolio's taxable year, more than 50% of the value of
the Portfolio's total assets consist of stock or securities of foreign corpora-
tions, the Portfolio may make an election pursuant to which foreign income
taxes paid by it will be treated as paid directly by its shareholders. The
Portfolio will make this election only if it deems the election to be in the
best interests of shareholders, and will notify shareholders in writing each
year if it makes the election and the amount of foreign taxes to be treated as
paid by the shareholders. If the Portfolio makes such an election, the amount
of such foreign taxes would be included in the income of shareholders, and a
shareholder other than a foreign corporation or non-resident alien individual
could claim either a credit or, provided the shareholder itemizes deductions, a
deduction for U.S. federal income tax purposes for such foreign taxes. Share-
holders who choose to utilize a credit (rather than a deduction) for foreign
taxes will be subject to the limitation that the credit may not exceed the
shareholders' U.S. tax (determined without regard to the availability of the
credit) attributable to their total foreign source taxable income. For this
purpose, the portion of dividends and distributions paid by the Portfolio from
its foreign source income
21
<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES (CONTINUED)
will be treated as foreign source income. The Portfolio's gains and losses
from the sale of securities and from certain foreign currency gains and losses
will generally be treated as derived from U.S. sources. The limitation on the
foreign tax credit is applied separately to foreign source "passive income,"
such as the portion of dividends received from the Portfolio that qualifies as
foreign source income. In addition, the foreign tax credit is allowed to off-
set only 90% of the alternative minimum tax imposed on corporations and indi-
viduals. Because of these limitations, shareholders may be unable to claim a
credit for the full amount of their proportionate share of the foreign income
taxes paid by the Portfolio.
In determining gain or loss, a shareholder who redeems or exchanges shares
in the Portfolio within 90 days of the acquisition of such shares will not be
entitled to include in tax basis the sales charges incurred in acquiring such
shares to the extent of any subsequent reduction in sales charges for invest-
ing in the Portfolio or a different Portfolio of the Fund, such as pursuant to
the rights discussed in "Exchange Privilege."
The Fund is required to withhold and remit to the U.S. Treasury 31% of divi-
dends, distributions and redemption proceeds to shareholders who fail to pro-
vide a correct taxpayer identification number (the Social Security number in
the case of an individual) or to make the required certifications, or who have
been notified by the Internal Revenue Service that they are subject to backup
withholding and who are not otherwise exempt. The 31% withholding tax is not
an additional tax, but is creditable against a shareholder's federal income
tax liability.
Prior to investing in shares of the Portfolio, investors should consult with
their tax advisors concerning the federal, state and local tax consequences of
such an investment.
PURCHASE OF SHARES
GENERAL
The Portfolio offers four Classes of shares. Class A shares are sold to
investors with an initial sales charge and Class B and Class C shares are sold
without an initial sales charge but are subject to a CDSC payable upon certain
redemptions. Class Y shares are sold without an initial sales charge or CDSC
and are available only to investors investing a minimum of $5,000,000 (except
for purchases of Class Y shares by Smith Barney Concert Series Inc., for which
there is no minimum purchase amount). See "Prospectus Summary--Alternative
Purchase Arrangements" for a discussion of factors to consider in selecting
which Class of shares to purchase.
Purchases of Portfolio shares must be made through a brokerage account main-
tained with Smith Barney, an Introducing Broker or an investment dealer in the
22
<PAGE>
PURCHASE OF SHARES (CONTINUED)
selling group. In addition, certain investors, including qualified retirement
plans and certain other institutional investors, may purchase shares directly
from the Fund through First Data. When purchasing shares of the Portfolio,
investors must specify whether the purchase is for Class A, Class B, Class C
or Class Y shares. No maintenance fee will be charged by the Fund in connec-
tion with a brokerage account through which an investor purchases or holds
shares.
Investors in Class A, Class B and Class C shares may open an account by mak-
ing an initial investment of at least $1,000 for each account, or $250 for an
IRA or a Self-Employed Retirement Plan in the Portfolio. Investors in Class Y
shares may open an account by making an initial investment of $5,000,000. Sub-
sequent investments of at least $50 may be made for all Classes. For partici-
pants in retirement plans qualified under Section 403(b)(7) or Section 401(a)
of the Code, the minimum initial and subsequent investment requirement for
Class A, Class B and Class C shares and the subsequent investment requirement
for all Classes in the Portfolio is $25. For shareholders purchasing shares of
the Portfolio through the Systematic Investment Plan on a monthly basis, the
minimum initial investment requirement for Class A, Class B and Class C shares
and the subsequent investment requirement for all Classes is $25. For share-
holders purchasing shares of the Portfolio through the Systematic Investment
Plan on a quarterly basis, the minimum initial investment requirement for
Class A, Class B and Class C shares and the subsequent investment requirement
for all Classes is $50. There are no minimum investment requirements in Class
A shares for employees of Travelers and its subsidiaries, including Smith Bar-
ney, Directors or Trustees of any of the Smith Barney Mutual Funds, and their
spouses and children. The Fund reserves the right to waive or change minimums,
to decline any order to purchase its shares and to suspend the offering of
shares from time to time. Shares purchased will be held in the shareholder's
account by the Fund's transfer agent, First Data. Share certificates are
issued only upon a shareholder's written request to First Data.
Purchase orders received by the Fund or Smith Barney prior to the close of
regular trading on the NYSE, on any day the Portfolio calculates its net asset
value, are priced according to the net asset value determined on that day (the
"trade date"). Orders received by dealers or Introducing Brokers prior to the
close of regular trading on the NYSE on any day the Portfolio calculates its
net asset value, are priced according to the net asset value determined on
that day, provided the order is received by the Fund or Smith Barney prior to
Smith Barney's close of business. For shares purchased through Smith Barney
and Introducing Brokers purchasing through Smith Barney, payment for Portfolio
shares is due on the third business day after the trade date. In all other
cases, payment must be made with the purchase order.
23
<PAGE>
PURCHASE OF SHARES (CONTINUED)
SYSTEMATIC INVESTMENT PLAN
Shareholders may make additions to their accounts at any time by purchasing
shares through a service known as the Systematic Investment Plan. Under the
Systematic Investment Plan, Smith Barney or First Data is authorized through
preauthorized transfers of at least $25 on a monthly basis or at least $50 on a
quarterly basis to charge the regular bank account or other financial institu-
tion indicated by the shareholder, to provide systematic additions to the
shareholder's Portfolio account. A shareholder who has insufficient funds to
complete the transfer will be charged a fee of up to $25 by Smith Barney or
First Data. The Systematic Investment Plan also authorizes Smith Barney to
apply cash held in the shareholder's Smith Barney brokerage account or redeem
the shareholder's shares of a Smith Barney money market fund to make additions
to the account. Additional information is available from the Fund or a Smith
Barney Financial Consultant.
INITIAL SALES CHARGE ALTERNATIVE--CLASS A SHARES
The sales charges applicable to purchases of Class A shares of the Portfolio
are as follows:
<TABLE>
<CAPTION>
SALES CHARGE
------------------------------ DEALERS'
% OF % OF REALLOWANCE AS % OF
AMOUNT OF INVESTMENT OFFERING PRICE AMOUNT INVESTED OFFERING PRICE
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $25,000 5.00% 5.26% 4.50%
$ 25,000 - 49,999 4.00 4.17 3.60
50,000 - 99,999 3.50 3.63 3.15
100,000 - 249,999 3.00 3.09 2.70
250,000 - 499,999 2.00 2.04 1.80
500,000 and over * * *
- ---------------------------------------------------------------------------
</TABLE>
* Purchases of Class A shares, which when combined with current holdings of
Class A shares offered with a sales charge equal or exceed $500,000 in the
aggregate, will be made at net asset value without any initial sales charge,
but will be subject to a CDSC of 1.00% on redemptions made within 12 months
of purchase. The CDSC on Class A shares is payable to Smith Barney, which
compensates Smith Barney Financial Consultants and other dealers whose cli-
ents make purchases of $500,000 or more. The CDSC is waived in the same cir-
cumstances in which the CDSC applicable to Class B and Class C shares is
waived. See "Deferred Sales Charge Alternatives" and "Waivers of CDSC."
Members of the selling group may receive up to 90% of the sales charge and
may be deemed to be underwriters of the Fund as defined in the 1933 Act.
The reduced sales charges shown above apply to the aggregate of purchases of
Class A shares of the Portfolio made at one time by "any person," which
includes an individual, his or her spouse and children, or a trustee or other
fiduciary of a single trust estate or single fiduciary account. The reduced
sales charge minimums may also be met by aggregating the purchase with the net
asset value of all Class A
24
<PAGE>
PURCHASE OF SHARES (CONTINUED)
shares offered with a sales charge held in funds sponsored by Smith Barney
listed under "Exchange Privilege."
INITIAL SALES CHARGE WAIVERS
Purchases of Class A shares may be made at net asset value without a sales
charge in the following circumstances: (a) sales to (i) Board Members and
employees of Travelers and its subsidiaries and any of the Smith Barney Mutual
Funds (including retired Board Members and employees); the immediate families
of such persons (including the surviving spouse of a deceased Board Member or
employee); and to a pension, profit-sharing or other benefit plan for such per-
sons and (ii) employees of members of the National Association of Securities
Dealers, Inc., provided such sales are made upon the assurance of the purchaser
that the purchase is made for investment purposes and that the securities will
not be resold except through redemption or repurchase; (b) offers of Class A
shares to any other investment company to effect the combination of such com-
pany with the Portfolio by merger, acquisition of assets or otherwise; (c) pur-
chases of Class A shares by any client of a newly employed Smith Barney Finan-
cial Consultant (for a period up to 90 days from the commencement of the Finan-
cial Consultant's employment with Smith Barney), on the condition the purchase
of Class A shares is made with the proceeds of the redemption of shares of a
mutual fund which (i) was sponsored by the Financial Consultant's prior employ-
er, (ii) was sold to the client by the Financial Consultant and (iii) was sub-
ject to a sales charge; (d) shareholders who have redeemed Class A shares in
the Portfolio (or Class A shares of another fund of the Smith Barney Mutual
Funds that are sold with a maximum 5.00% sales charge) and who wish to reinvest
their redemption proceeds in the Portfolio, provided the reinvestment is made
within 60 calendar days of the redemption; (e) accounts managed by registered
investment advisory subsidiaries of Travelers; (f) direct rollovers by plan
participants of distributions from a 401(k) plan offered to employees of Trav-
elers or its subsidiaries or a 401(k) plan enrolled in the Smith Barney 401(k)
Program (Note: subsequent investments will be subject to the applicable sales
charge); (g) purchases by separate accounts used to fund certain unregistered
variable annuity contracts; and (h) purchases by investors participating in a
Smith Barney fee-based arrangement. In order to obtain such discounts, the pur-
chaser must provide sufficient information at the time of purchase to permit
verification that the purchase would qualify for the elimination of the sales
charge.
RIGHT OF ACCUMULATION
Class A shares of the Portfolio may be purchased by "any person" (as defined
above) at a reduced sales charge or at net asset value determined by aggregat-
ing the dollar amount of the new purchase and the total net asset value of all
Class A shares of the Portfolio and of funds sponsored by Smith Barney, which
are offered with a sales charge, listed under "Exchange Privilege" then held by
such person and applying the sales charge applicable to such aggregate. In
order to obtain such
25
<PAGE>
PURCHASE OF SHARES (CONTINUED)
discount, the purchaser must provide sufficient information at the time of pur-
chase to permit verification that the purchase qualifies for the reduced sales
charge. The right of accumulation is subject to modification or discontinuance
at any time with respect to all shares purchased thereafter.
GROUP PURCHASES
Upon completion of certain automated systems, a reduced sales charge or pur-
chase at net asset value will also be available to employees (and partners) of
the same employer purchasing as a group, provided each participant makes the
minimum initial investment required. The sales charge applicable to purchases
by each member of such a group will be determined by the table set forth above
under "Initial Sales Charge Alternative--Class A Shares," and will be based
upon the aggregate sales of Class A shares of Smith Barney Mutual Funds offered
with a sales charge to, and share holdings of, all members of the group. To be
eligible for such reduced sales charges or to purchase at net asset value, all
purchases must be pursuant to an employer- or partnership-sanctioned plan meet-
ing 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 plan may, but is not required to, provide for payroll deductions, IRAs or
investments pursuant to retirement plans under Sections 401 or 408 of the Code.
Smith Barney may also offer a reduced sales charge or net asset value purchase
for aggregating related fiduciary accounts under such conditions that Smith
Barney 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 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 offered
with a sales charge that have been previously purchased and are still owned by
the group, plus the amount of the current purchase. A "qualified group" is one
which (a) has been in existence for more than six months, (b) has a purpose
other than acquiring Portfolio shares at a discount and (c) satisfies uniform
criteria which enable Smith Barney 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 the Port-
folio and the members, and must agree to include sales and other materials
related to the Portfolio in its publications and mailings to members at no cost
to Smith Barney. In order to obtain such reduced sales charge or to purchase at
net asset value, the purchaser 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 Smith Barney.
LETTER OF INTENT
Class A Shares. A Letter of Intent for amounts of $50,000 or more provides an
opportunity for an investor to obtain a reduced sales charge by aggregating
invest-
26
<PAGE>
PURCHASE OF SHARES (CONTINUED)
ments over a 13 month period, provided that the investor refers to such Letter
when placing orders. For purposes of a Letter of Intent, the "Amount of
Investment" as referred to in the preceding sales charge table includes pur-
chases of all Class A shares of the Portfolio and other funds of the Smith
Barney Mutual Funds offered with a sales charge over the 13 month period based
on the total amount of intended purchases plus the value of all Class A shares
previously purchased and still owned. An alternative is to compute the 13
month period starting up to 90 days before the date of execution of a Letter
of Intent. Each investment made during the period receives the reduced sales
charge applicable to the total amount of the investment goal. If the goal is
not achieved within the period, the investor must pay the difference between
the sales charges applicable to the purchases made and the charges previously
paid, or an appropriate number of escrowed shares will be redeemed. Please
contact a Smith Barney Financial Consultant or First Data to obtain a Letter
of Intent application.
Class Y Shares. A Letter of Intent may also be used as a way for investors
to meet the minimum investment requirement for Class Y shares. Such investors
must make an initial minimum purchase of $1,000,000 in Class Y shares of the
Portfolio and agree to purchase a total of $5,000,000 of Class Y shares of the
same Portfolio within six months from the date of the Letter. If a total
investment of $5,000,000 is not made within the six-month period, all Class Y
shares purchased to date will be transferred to Class A shares, where they
will be subject to all fees (including a service fee of 0.25%) and expenses
applicable to the Portfolio's Class A shares, which may include a CDSC of
1.00%. Please contact a Smith Barney Financial Consultant or First Data for
further information.
DEFERRED SALES CHARGE ALTERNATIVES
CDSC Shares are sold at net asset value next determined without an initial
sales charge so that the full amount of an investor's purchase payment may be
immediately invested in the Portfolio. A CDSC, however, may be imposed on cer-
tain redemptions of these shares. "CDSC Shares" are: (a) Class B shares; (b)
Class C shares; and (c) Class A shares which when combined with Class A shares
offered with a sales charge currently held by an investor equal or exceed
$500,000 in the aggregate.
Any applicable CDSC will be assessed on an amount equal to the lesser of the
original cost of the shares being redeemed or their net asset value at the
time of redemption. CDSC Shares that are redeemed will not be subject to a
CDSC to the extent that the value of such shares represents: (a) capital
appreciation of Portfolio assets; (b) reinvestment of dividends or capital
gain distributions; (c) with respect to Class B shares, shares redeemed more
than five years after their purchase; or (d) with respect to Class C shares
and Class A shares that are CDSC Shares, shares redeemed more than 12 months
after their purchase.
27
<PAGE>
PURCHASE OF SHARES (CONTINUED)
Class C shares and Class A shares that are CDSC Shares are subject to a 1.00%
CDSC if redeemed within 12 months of purchase. In circumstances in which the
CDSC is imposed on Class B shares, the amount of the charge will depend on the
number of years since the shareholder made the purchase payment from which the
amount is being redeemed. Solely for purposes of determining the number of
years since a purchase payment, all purchase payments made during a month will
be aggregated and deemed to have been made on the last day of the preceding
Smith Barney statement month. The following table sets forth the rates of the
charge for redemptions of Class B shares by shareholders, except in the case of
Class B shares held under the Smith Barney 401(k) Program, as described below.
See "Purchase of Shares--Smith Barney 401(k) and ExecChoice(TM) Programs."
<TABLE>
<CAPTION>
YEAR SINCE PURCHASE
PAYMENT WAS MADE CDSC
- ---------------------------------
<S> <C>
First 5.00%
Second 4.00
Third 3.00
Fourth 2.00
Fifth 1.00
Sixth and thereafter 0.00
- ---------------------------------
</TABLE>
Class B shares will convert automatically to Class A shares eight years after
the date on which they were purchased and thereafter will no longer be subject
to any distribution fees. There will also be converted at that time such pro-
portion of Class B Dividend Shares owned by the shareholder as the total number
of his or her Class B shares converting at the time bears to the total number
of outstanding Class B shares (other than Class B Dividend Shares) owned by the
shareholder. Shareholders who held Class B shares of Smith Barney Shearson
Short-Term World Income Fund (the "Short-Term World Income Fund") on July 15,
1994 and who subsequently exchange those shares for Class B shares of the Port-
folio will be offered the opportunity to exchange all such Class B shares for
Class A shares of the Portfolio four years after the date on which those shares
were deemed to have been purchased. Holders of such Class B shares will be
notified of the pending exchange in writing approximately 30 days before the
fourth anniversary of the purchase date and, unless the exchange has been
rejected in writing, the exchange will occur on or about the fourth anniversary
date. See "Prospectus Summary--Alternative Purchase Arrangements--Class B
Shares Conversion Feature."
In determining the applicability of any CDSC, it will be assumed that a
redemption is made first of shares representing capital appreciation, next of
shares representing the reinvestment of dividends and capital gain distribu-
tions and finally of other shares held by the shareholder for the longest
period of time. The length of time that CDSC Shares acquired through an
exchange have been held will be calculated from the date that the shares
exchanged were initially acquired in one of the
28
<PAGE>
PURCHASE OF SHARES (CONTINUED)
other Smith Barney Mutual Funds, and Portfolio shares being redeemed will be
considered to represent, as applicable, capital appreciation or dividend and
capital gain distribution reinvestments in such other funds. For Federal
income tax purposes, the amount of the CDSC will reduce the gain or increase
the loss, as the case may be, on the amount realized on redemption. The amount
of any CDSC will be paid to Smith Barney.
To provide an example, assume an investor purchased 100 Class B shares at
$10 per share for a cost of $1,000. Subsequently, the investor acquired 5
additional shares through dividend reinvestment. During the fifteenth month
after the purchase, the investor decided to redeem $500 of his or her invest-
ment. Assuming at the time of the redemption the net asset value had appreci-
ated to $12 per share, the value of the investor's shares would be $1,260 (105
shares at $12 per share). The CDSC would not be applied to the amount which
represents appreciation ($200) and the value of the reinvested dividend shares
($60). Therefore, $240 of the $500 redemption proceeds ($500 minus $260) would
be charged at a rate of 4.00% (the applicable rate for Class B shares) for a
total deferred sales charge of $9.60.
WAIVERS OF CDSC
The CDSC will be waived on: (a) exchanges (see "Exchange Privilege");
(b) automatic cash withdrawals in amounts equal to or less than 1.00% per
month of the value of the shareholder's shares at the time the withdrawal plan
commences (see "Automatic Cash Withdrawal Plan") (provided, however, that
automatic cash withdrawals in amounts equal to or less than 2.00% per month of
the value of the shareholder's shares will be permitted for withdrawal plans
that were established prior to November 7, 1994); (c) redemptions of shares
within twelve months following the death or disability of the shareholder; (d)
redemption of shares made in connection with qualified distributions from
retirement plans or IRAs upon the attainment of age 59 1/2; (e) involuntary
redemptions; and (f) redemptions of shares to effect a combination of the
Portfolio with any investment company by merger, acquisition of assets or oth-
erwise. In addition, a shareholder who has redeemed shares from other funds of
the Smith Barney Mutual Funds may, under certain circumstances, reinvest all
or part of the redemption proceeds within 60 days and receive pro rata credit
for any CDSC imposed on the prior redemption.
CDSC waivers will be granted subject to confirmation (by Smith Barney in the
case of shareholders who are also Smith Barney clients or by First Data in the
case of all other shareholders) of the shareholder's status or holdings, as
the case may be.
SMITH BARNEY 401(k) AND EXECCHOICE(TM) PROGRAMS
Investors may be eligible to participate in the Smith Barney 401(k) Program
or the Smith Barney ExecChoice(TM) Program. To the extent applicable, the same
terms
29
<PAGE>
PURCHASE OF SHARES (CONTINUED)
and conditions, which are outlined below, are offered to all plans participat-
ing ("Participating Plans") in these programs.
The Portfolio offers to Participating Plans Class A and Class C shares as
investment alternatives under the Smith Barney 401(k) and ExecChoiceTM Pro-
grams. Class A and Class C shares acquired through the Participating Plans are
subject to the same service and/or distribution fees as the Class A and Class C
shares acquired by other investors; however, they are not subject to any ini-
tial sales charge or CDSC. Once a Participating Plan has made an initial
investment in the Portfolio, all of its subsequent investments in the Portfolio
must be in the same Class of shares, except as otherwise described below.
Class A Shares. Class A shares of the Portfolio are offered without any sales
charge or CDSC to any Participating Plan that purchases $1,000,000 or more of
Class A shares of one or more funds of the Smith Barney Mutual Funds.
Class C Shares. Class C shares of the Portfolio are offered without any sales
charge or CDSC to any Participating Plan that purchases less than $1,000,000 of
Class C shares of one or more funds of the Smith Barney Mutual Funds.
401(k) and ExecChoiceTM Plans Opened On or After June 21, 1996. If, at the
end of the fifth year after the date the Participating Plan enrolled in the
Smith Barney 401(k) Program or ExecChoiceTM Program, a Participating Plan's
total Class C holdings in all non-money market Smith Barney Mutual Funds equal
at least $1,000,000, the Participating Plan will be offered the opportunity to
exchange all of its Class C shares for Class A shares of the Portfolio. (For
Participating Plans that were originally established through a Smith Barney
retail brokerage account, the five-year period will be calculated from the date
the retail brokerage account was opened.) Such Participating Plans will be
notified of the pending exchange in writing within 30 days after the fifth
anniversary of the enrollment date and, unless the exchange offer has been
rejected in writing, the exchange will occur on or about the 90th day after the
fifth anniversary date. If the Participating Plan does not qualify for the
five-year exchange to Class A shares, a review of the Participating Plan's
holdings will be performed each quarter until either the Participating Plan
qualifies or the end of the eighth year.
401(k) Plans Opened Prior to June 21, 1996. In any year after the date a Par-
ticipating Plan enrolled in the Smith Barney 401(k) Program, if its total Class
C holdings in all non-money market Smith Barney Mutual Funds equal at least
$500,000 as of the calendar year-end, the Participating Plan will be offered
the opportunity to exchange all of its Class C shares for Class A shares of the
Portfolio. Such Plans will be notified in writing within 30 days after the last
business day of the calendar year and, unless the exchange offer has been
rejected in writing, the exchange will occur on or about the last business day
of the following March.
30
<PAGE>
PURCHASE OF SHARES (CONTINUED)
Any Participating Plan in the Smith Barney 401(k) or ExecChoice(TM) Program,
whether opened before or after June 21, 1996, that has not previously qualified
for an exchange into Class A shares will be offered the opportunity to exchange
all of its Class C shares for Class A shares of the Portfolio regardless of
asset size, at the end of the eighth year after the date the Participating Plan
enrolled in the Smith Barney 401(k) or ExecChoice(TM) Program. Such Plans will
be notified of the pending exchange in writing approximately 60 days before the
eighth anniversary of the enrollment date and, unless the exchange has been
rejected in writing, the exchange will occur on or about the eighth anniversary
date. Once an exchange has occurred, a Participating Plan will not be eligible
to acquire additional Class C shares of the Portfolio but instead may acquire
Class A shares of the Portfolio. Any Class C shares not converted will continue
to be subject to the distribution fee.
Participating Plans wishing to acquire shares of the Portfolio through the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program must
purchase such shares directly from the Transfer Agent. For further information
regarding these Programs, investors should contact a Smith Barney Financial
Consultant.
Existing 401(k) Plans Investing in Class B Shares: Class B shares of the
Portfolio are not available for purchase by Participating Plans opened on or
after June 21, 1996, but may continue to be purchased by any Participating Plan
in the Smith Barney 401(k) Program opened prior to such date and originally
investing in such Class. Class B shares acquired are subject to a CDSC of 3.00%
of redemption proceeds if the Participating Plan terminates within eight years
of the date the Participating Plan first enrolled in the Smith Barney 401(k)
Program.
At the end of the eighth year after the date the Participating Plan enrolled
in the Smith Barney 401(k) Program, the Participating Plan will be offered the
opportunity to exchange all of its Class B shares for Class A shares of the
Portfolio. Such Participating Plan will be notified of the pending exchange in
writing approximately 60 days before the eighth anniversary of the enrollment
date and, unless the exchange has been rejected in writing, the exchange will
occur on or about the eighth anniversary date. Once the exchange has occurred,
a Participating Plan will not be eligible to acquire additional Class B shares
of the Portfolio but instead may acquire Class A shares of the Portfolio. If
the Participating Plan elects not to exchange all of its Class B shares at that
time, each Class B share held by the Participating Plan will have the same con-
version feature as Class B shares held by other investors. See "Purchase of
Shares--Deferred Sales Charge Alternatives."
No CDSC is imposed on redemptions of Class B shares to the extent that the
net asset value of the shares redeemed does not exceed the current net asset
value of the shares purchased through reinvestment of dividends or capital gain
distributions, plus the current net asset value of Class B shares purchased
more than eight years prior to the redemption, plus increases in the net asset
value of the sharehold -
31
<PAGE>
PURCHASE OF SHARES (CONTINUED)
er's Class B shares above the purchase payments made during the preceding eight
years. Whether or not the CDSC applies to the redemption by a Participating
Plan depends on the number of years since the Participating Plan first became
enrolled in the Smith Barney 401(k) Program, unlike the applicability of the
CDSC to redemptions by other shareholders, which depends on the number of years
since those shareholders made the purchase payment from which the amount is
being redeemed.
The CDSC will be waived on redemptions of Class B shares in connection with
lump-sum or other distributions made by a Participating Plan as a result of:
(a) the retirement of an employee in the Participating Plan; (b) the termina-
tion of employment of an employee in the Participating Plan; (c) the death or
disability of an employee in the Participating Plan; (d) the attainment of age
59 1/2 by an employee in the Participating Plan; (e) hardship of an employee in
the Participating Plan to the extent permitted under Section 401(k) of the
Code; or (f) redemptions of shares in connection with a loan made by the Par-
ticipating Plan to an employee.
EXCHANGE PRIVILEGE
Except as otherwise noted below, shares of each Class may be exchanged for
shares of the same Class in the following funds of the Smith Barney Mutual
Funds, to the extent shares are offered for sale in the shareholder's state of
residence. Exchanges of Class A, Class B and Class C shares are subject to min-
imum investment requirements and all shares are subject to the other require-
ments of the fund into which exchanges are made.
FUND NAME
Growth Funds
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Fundamental Value Fund Inc.
Smith Barney Growth Opportunity Fund
Smith Barney Managed Growth Fund
Smith Barney Natural Resources Fund Inc.
Smith Barney Special Equities Fund
Growth and Income Funds
Concert Social Awareness Fund
Smith Barney Convertible Fund
Smith Barney Funds, Inc.--Equity Income Portfolio
Smith Barney Growth and Income Fund
Smith Barney Premium Total Return Fund
Smith Barney Utilities Fund
32
<PAGE>
EXCHANGE PRIVILEGE (CONTINUED)
Taxable Fixed-Income Funds
** Smith Barney Adjustable Rate Government Income Fund
Smith Barney Diversified Strategic Income Fund
+++Smith Barney Funds, Inc.--Short-Term U.S. Treasury Securities
Portfolio
Smith Barney Funds, Inc.--U.S. Government Securities Portfolio
Smith Barney Government Securities Fund
Smith Barney High Income Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Managed Governments Fund Inc.
Tax-Exempt Funds
Smith Barney Arizona Municipals Fund Inc.
Smith Barney California Municipals Fund Inc.
* Smith Barney Intermediate Maturity California Municipals Fund
* Smith Barney Intermediate Maturity New York Municipals Fund
Smith Barney Managed Municipals Fund Inc.
Smith Barney Massachusetts Municipals Fund
Smith Barney Muni Funds--Florida Portfolio
Smith Barney Muni Funds--Georgia Portfolio
* Smith Barney Muni Funds--Limited Term Portfolio
Smith Barney Muni Funds--National Portfolio
Smith Barney Muni Funds--New York Portfolio
Smith Barney Muni Funds--Pennsylvania Portfolio
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney Oregon Municipals Fund
Smith Barney Tax-Exempt Income Fund
International Funds
Smith Barney World Funds, Inc.--Emerging Markets Portfolio
Smith Barney World Funds, Inc.--European Portfolio
Smith Barney World Funds, Inc.--Global Government Bond Portfolio
Smith Barney World Funds, Inc.--International Balanced Portfolio
Smith Barney World Funds, Inc.--International Equity Portfolio
Smith Barney Concert Series Inc.
Smith Barney Concert Series Inc.--Balanced Portfolio
Smith Barney Concert Series Inc.--Conservative Portfolio
Smith Barney Concert Series Inc.--Growth Portfolio
Smith Barney Concert Series Inc.--High Growth Portfolio
Smith Barney Concert Series Inc.--Income Portfolio
Money Market Funds
+ Smith Barney Exchange Reserve Fund
++ Smith Barney Money Funds, Inc.--Cash Portfolio
33
<PAGE>
EXCHANGE PRIVILEGE (CONTINUED)
++ Smith Barney Money Funds, Inc.--Government Portfolio
*** Smith Barney Money Funds, Inc.--Retirement Portfolio
+++ Smith Barney Municipal Money Market Fund, Inc.
+++ Smith Barney Muni Funds--California Money Market Portfolio
+++ Smith Barney Muni Funds--New York Money Market Portfolio
- --------------------------------------------------------------------------------
* Available for exchange with Class A, Class C and Class Y shares of the
Portfolio.
** Available for exchange with Class A, Class B and Class Y shares of the
Portfolio. In addition, shareholders who own Class C shares of the Portfo-
lio through the Smith Barney 401(k) Program may exchange those shares for
Class C shares of this fund.
*** Available for exchange with Class A shares of the Portfolio.
+ Available for exchange with Class B and Class C shares of the Portfolio.
++ Available for exchange with Class A and Class Y shares of the Portfolio. In
addition, shareholders who own Class C shares of the Portfolio through the
Smith Barney 401(k) or ExecChoice(TM) Programs may exchange those shares
for Class C shares of this fund.
+++ Available for exchange with Class A and Class Y shares of the Portfolio.
Class B Exchanges. In the event a Class B shareholder (unless such share-
holder was a Class B shareholder of the Short-Term World Income Fund on July
15, 1994) wishes to exchange all or a portion of his or her shares in any of
the funds imposing a higher CDSC than that imposed by the Portfolio, the
exchanged Class B shares will be subject to the higher applicable CDSC. Upon an
exchange, the new Class B shares will be deemed to have been purchased on the
same date as the Class B shares of the Portfolio that have been exchanged.
Class C Exchanges. Upon an exchange, the new Class C shares will be deemed to
have been purchased on the same date as the Class C shares of the Portfolio
that have been exchanged.
Class A and Class Y Exchanges. Class A and Class Y shareholders of the Port-
folio who wish to exchange all or a portion of their shares for shares of the
respective Class in any of the funds identified above may do so without imposi-
tion of any charge.
Additional Information Regarding the Exchange Privilege. Although the
exchange privilege is an important benefit, excessive exchange transactions can
be detrimental to the Portfolio's performance and its shareholders. The invest-
ment manager may determine that a pattern of frequent exchanges is excessive
and contrary to the best interests of the Portfolio's other shareholders. In
this event, the Fund may, at its discretion, decide to limit additional pur-
chases and/or exchanges by the shareholder. Upon such a determination, the Fund
will provide notice in writing or by telephone to the shareholder at least 15
days prior to suspending the exchange privilege and during the 15 day period
the shareholder will be required to (a) redeem his or her shares in the Portfo-
lio or (b) remain invested in the Portfolio or exchange into any of the funds
of the Smith Barney Mutual Funds ordinarily available, which position the
shareholder would be expected to maintain for a significant
34
<PAGE>
EXCHANGE PRIVILEGE (CONTINUED)
period of time. All relevant factors will be considered in determining what
constitutes an abusive pattern of exchanges.
Certain shareholders may be able to exchange shares by telephone. See "Re-
demption of Shares--Telephone Redemptions and Exchange Program." Exchanges will
be processed at the net asset value next determined. Redemption procedures dis-
cussed below are also applicable for exchanging shares, and exchanges will be
made upon receipt of all supporting documents in proper form. If the account
registration of the shares of the fund being acquired is identical to the reg-
istration of the shares of the fund exchanged, no signature guarantee is
required. A capital gain or loss for tax purposes will be realized upon the
exchange, depending upon the cost or other basis of shares redeemed. Before
exchanging shares, investors should read the current prospectus describing the
shares to be acquired. The Portfolio reserves the right to modify or discon-
tinue exchange privileges upon 60 days' prior notice to shareholders.
REDEMPTION OF SHARES
The Fund is required to redeem the shares of the Portfolio tendered to it, as
described below, at a redemption price equal to their net asset value per share
next determined after receipt of a written request in proper form at no charge
other than any applicable CDSC. Redemption requests received after the close of
regular trading on the NYSE are priced at the net asset value next determined.
If a shareholder holds shares in more than one Class, any request for redemp-
tion must specify the Class being redeemed. In the event of a failure to spec-
ify which Class, or if the investor owns fewer shares of the Class than speci-
fied, the redemption request will be delayed until the Fund's transfer agent
receives further instructions from Smith Barney, or if the shareholder's
account is not with Smith Barney, from the shareholder directly. The redemption
proceeds will be remitted on or before the third business day following receipt
of proper tender, except on any days on which the NYSE is closed or as permit-
ted under the 1940 Act in extraordinary circumstances. Generally, if the
redemption proceeds are remitted to a Smith Barney brokerage account, these
funds will not be invested for the shareholder's benefit without specific
instruction and Smith Barney will benefit from the use of temporarily
uninvested funds. Redemption proceeds for shares purchased by check, other than
a certified or official bank check, will be remitted upon clearance of the
check, which may take up to ten days or more.
Shares held by Smith Barney as custodian must be redeemed by submitting a
written request to a Smith Barney Financial Consultant. Shares other than those
held by Smith Barney as custodian may be redeemed through an investor's Finan-
35
<PAGE>
REDEMPTION OF SHARES (CONTINUED)
cial Consultant, Introducing Broker or dealer in the selling group or by sub-
mitting a written request for redemption to:
Smith Barney World Funds, Inc./Pacific Portfolio
Class A, B, C or Y (please specify)
c/o First Data Investor Services Group, Inc.
P.O. Box 9134
Boston, Massachusetts 02205-9134
A written redemption request must (a) state the Class and number or dollar
amount of shares to be redeemed, (b) identify the shareholder's account number
and (c) be signed by each registered owner exactly as the shares are regis-
tered. If the shares to be redeemed were issued in certificate form, the cer-
tificates must be endorsed for transfer (or be accompanied by an endorsed stock
power) and must be submitted to First Data together with the redemption
request. Any signature appearing on a share certificate, stock power or written
redemption request in excess of $2,000 must be guaranteed by an eligible guar-
antor institution, such as a domestic bank, savings and loan institution,
domestic credit union, member bank of the Federal Reserve System or member firm
of a national securities exchange. Written redemption requests of $2,000 or
less do not require a signature guarantee unless more than one such redemption
request is made in any 10-day period. Redemption proceeds will be mailed to an
investor's address of record. First Data may require additional supporting doc-
uments for redemptions made by corporations, executors, administrators, trust-
ees or guardians. A redemption request will not be deemed properly received
until First Data receives all required documents in proper form.
AUTOMATIC CASH WITHDRAWAL PLAN
The Portfolio offers shareholders an automatic cash withdrawal plan, under
which shareholders who own shares with a value of at least $10,000 may elect to
receive cash payments of at least $50 monthly or quarterly. Retirement plan
accounts are eligible for automatic cash withdrawal plans only where the share-
holder is eligible to receive qualified distributions and has an account value
of at least $5,000. The withdrawal plan will be carried over on exchanges
between funds or Classes of the Portfolio. Any applicable CDSC will not be
waived on amounts withdrawn by a shareholder that exceed 1.00% per month of the
value of the shareholder's shares subject to the CDSC at the time the with-
drawal plan commences. (With respect to withdrawal plans in effect prior to
November 7, 1994, any applicable CDSC will be waived on amounts withdrawn that
do not exceed 2.00% per month of the value of the shareholder's shares subject
to the CDSC.) For further information regarding the automatic cash withdrawal
plan, shareholders should contact a Smith Barney Financial Consultant.
36
<PAGE>
REDEMPTION OF SHARES (CONTINUED)
TELEPHONE REDEMPTION AND EXCHANGE PROGRAM
Shareholders who do not have a Smith Barney brokerage account may be eligi-
ble to redeem and exchange Fund shares by telephone. To determine if a share-
holder is entitled to participate in this program, he or she should contact
First Data at 1-800-451-2010. Once eligibility is confirmed, the shareholder
must complete and return a Telephone/Wire Authorization Form, along with a
signature guarantee, that will be provided by First Data upon request. (Alter-
natively, an investor may authorize telephone redemptions on the new account
application with the applicant's signature guarantee when making his/her ini-
tial investment in the Fund.)
Redemptions. Redemption requests of up to $10,000 of any class or classes of
the Fund's shares, may be made by eligible shareholders by calling First Data
at 1-800-451-2010. Such requests may be made between 9:00 a.m. and 5:00 p.m.
(New York City time) on any day the NYSE is open. Redemptions of shares (i) by
retirement plans or (ii) for which certificates have been issued are not per-
mitted under this program.
A shareholder will have the option of having the redemption proceeds mailed
to his/her address of record or wired to a bank account predesignated by the
shareholder. Generally, redemption proceeds will be mailed or wired, as the
case may be, on the next business day following the redemption request. In
order to use the wire procedures, the bank receiving the proceeds must be a
member of the Federal Reserve System or have a correspondent relationship with
a member bank. The Fund reserves the right to charge shareholders a nominal
fee for each wire redemption. Such charges, if any, will be assessed against
the shareholder's account from which shares were redeemed. In order to change
the bank account designated to receive redemption proceeds, a shareholder must
complete a new Telephone/Wire Authorization Form and, for the protection of
the shareholder's assets, will be required to provide a signature guarantee
and certain other documentation.
Exchanges. Eligible shareholders may make exchanges by telephone if the
account registration of the shares of the fund being acquired is identical to
the registration of the shares of the fund exchanged. Such exchange requests
may be made by calling First Data at 1-800-451-2010 between 9:00 a.m. and 5:00
p.m. (New York City time) on any day on which the NYSE is open.
Additional Information regarding Telephone Redemption and Exchange
Program. Neither the Fund nor its agents will be liable for following instruc-
tions communicated by telephone that are reasonably believed to be genuine.
The Fund and its agents will employ procedures designed to verify the identity
of the caller and legitimacy of instructions (for example, a shareholder's
name and account number will be required and phone calls may be recorded). The
Fund reserves the right to suspend, modify or discontinue the telephone
redemption and exchange program or to impose a charge for this service at any
time following at least seven (7) days prior notice to shareholders.
37
<PAGE>
MINIMUM ACCOUNT SIZE
The Fund reserves the right to involuntarily liquidate any shareholder's
account in the Portfolio if the aggregate net asset value of the shares held
in the Portfolio account is less than $500. (If a shareholder has more than
one account in this Portfolio, each account must satisfy the minimum account
size.) The Fund, however, will not redeem shares based solely on market reduc-
tions in net asset value. Before the Fund exercises such right, shareholders
will receive written notice and will be permitted 60 days to bring accounts up
to the minimum to avoid involuntary liquidation.
PERFORMANCE
From time to time the Portfolio may include its total return, average annual
total return and current dividend return in advertisements and/or other types
of sales literature. These figures are computed separately for Class A, Class
B, Class C and Class Y shares of the Portfolio. These figures are based on
historical earnings and are not intended to indicate future performance. Total
return is computed for a specified period of time assuming deduction of the
maximum sales charge, if any, from the initial amount invested and reinvest-
ment of all income dividends and capital gain distributions on the reinvest-
ment dates at prices calculated as stated in this Prospectus, then dividing
the value of the investment at the end of the period so calculated by the ini-
tial amount invested and subtracting 100%. The standard average annual total
return, as prescribed by the SEC, is derived from this total return, which
provides the ending redeemable value. Such standard total return information
may also be accompanied with nonstandard total return information for differ-
ing periods computed in the same manner but without annualizing the total
return or taking sales charges into account. The Portfolio calculates current
dividend return for each Class by dividing the current dividend by the net
asset value or the maximum public offering price (including sales charge) on
the last day of the period for which current dividend return is presented. The
current dividend return for each Class may vary from time to time depending on
market conditions, the composition of its investment portfolio and operating
expenses. These factors and possible differences in the methods used in calcu-
lating current dividend return should be considered when comparing a Class'
current return to yields published for other investment companies and other
investment vehicles. The Portfolio may also include comparative performance
information in advertising or marketing its shares. Such performance informa-
tion may include data from Lipper Analytical Services, Inc. and other finan-
cial publications.
38
<PAGE>
MANAGEMENT OF THE FUND
BOARD OF DIRECTORS
Overall responsibility for management and supervision of the Portfolio rests
with the Fund's Board of Directors. The Directors approve all significant
agreements between the Fund and the companies that furnish services to the Fund
and the Portfolio, including agreements with the Fund's distributor, investment
manager, custodian and transfer agent. The day-to-day operations of the Portfo-
lio are delegated to the Portfolio's investment manager. The Statement of Addi-
tional Information contains background information regarding each Director and
executive officer of the Fund.
MANAGER
The Manager manages the day-to-day operations of the Portfolio pursuant to a
management agreement entered into by the Fund on behalf of the Portfolio under
which the Manager is responsible for furnishing or causing to be furnished to
the Portfolio advice and assistance with respect to the acquisition, holding or
disposal of securities and recommendations with respect to other aspects and
affairs of the Portfolio and furnishes the Portfolio with bookkeeping, account-
ing and administrative services, office space and equipment, and the services
of the officers and employees of the Fund. By written agreement the Research
and other departments and staff of Smith Barney furnish the Manager with infor-
mation, advice and assistance and are available for consultation on the Portfo-
lio, thus Smith Barney may also be considered an investment adviser to the
Fund. Smith Barney's services are paid for by the Manager on the basis of
direct and indirect costs to Smith Barney of performing such services; there is
no charge to the Fund for such services. For the services provided by the Man-
ager, the management agreement provides that the Portfolio will pay the Manager
an annual fee calculated at the rate of 0.85% of the Portfolio's average daily
net assets, paid monthly. Although this fee is higher than that paid by most
investment companies, the Portfolio's management has determined that it is com-
parable to the fee charged by other investment advisers of investment companies
that have similar investment objectives and policies. Total operating expenses
incurred by the Portfolio for this period were 2.64% for Class A shares, 3.65%
for Class B shares and 3.46% for Class C shares.
The management agreement further provides that all other expenses not specif-
ically assumed by the Manager under the management agreement on behalf of the
Portfolio are borne by the Fund. Expenses payable by the Fund include, but are
not limited to, all charges of custodians (including sums as custodian and sums
for keeping books and for rendering other services to the Fund) and shareholder
servicing agents, expenses of preparing, printing and distributing all prospec-
tuses, proxy material, reports and notices to shareholders, all expenses of
shareholders' and directors' meetings, filing fees and expenses relating to the
registration and qualification of the Fund's shares and the Fund under federal
or state securities laws and maintaining such registrations and qualifications
(including the printing of the Fund's
39
<PAGE>
MANAGEMENT OF THE FUND (CONTINUED)
registration statements), fees of auditors and legal counsel, costs of per-
forming portfolio valuations, out-of-pocket expenses of directors and fees of
directors who are not "interested persons" as defined in the 1940 Act, inter-
est, taxes and governmental fees, fees and commissions of every kind, expenses
of issue, repurchase or redemption of shares, insurance expense, association
membership dues, all other costs incident to the Fund's existence and extraor-
dinary expenses such as litigation and indemnification expenses. Direct
expenses are charged to each of the Fund's Portfolios; general corporate
expenses are allocated on the basis of relative net assets.
The Manager was incorporated on March 12, 1968 under the laws of Delaware.
As of December 31, 1996 the Manager had aggregate assets under management of
approximately $80 billion. The Manager, Smith Barney and Holdings are each
located at 388 Greenwich Street, New York, New York 10013. The term "Smith
Barney" in the title of the Fund has been adopted by permission of Smith Bar-
ney and is subject to the right of Smith Barney to elect that the Fund stop
using the term in any form or combination of its name.
PORTFOLIO MANAGEMENT
The Portfolio has been managed by Maurits E. Edersheim and a team of sea-
soned international equity portfolio managers, who collectively have over 125
years of experience and manage in excess of $2 billion of global equity assets
for other investment companies and managed accounts. Mr. Edersheim is Chairman
and Advisory Director of the Fund and is Deputy Chairman of Smith Barney
International Incorporated. Mr. David S. Ishibashi, a Vice President of Smith
Barney, and Mr. Scott Kalb, a Managing Director of Smith Barney, are responsi-
ble for the day-to-day operations of the Portfolio, making all of the invest-
ment decisions since October, 1996. Mr. Ishibashi joined Smith Barney in 1993
and Mr. Kalb joined Smith Barney in 1990, as members of the international
equity team. Prior to joining Smith Barney, Mr. Ishibashi was responsible for
Japanese equities and headed the Japan desk at SG Warburg, and Mr. Kalb served
as Vice President of Equity Research at Drexel Burnham.
Management's discussion and analysis, and additional performance information
regarding the Portfolio during the fiscal year ended October 31, 1996 is
included in the Annual Report dated October 31, 1996. A copy of the Annual
Report may be obtained upon request and without charge from a Smith Barney
Financial Consultant or by writing or calling the Fund at the address or phone
number listed on page one of this Prospectus.
40
<PAGE>
DISTRIBUTOR
Smith Barney distributes shares of the Portfolio as principal underwriter and
as such conducts a continuous offering pursuant to a "best efforts" arrangement
requiring Smith Barney to take and pay for only such securities as may be sold
to the public. Pursuant to a plan of distribution adopted by the Portfolio
under Rule 12b-1 under the 1940 Act (the "Plan"), Smith Barney is paid a serv-
ice fee with respect to Class A, Class B and Class C shares of the Portfolio at
the annual rate of 0.25% of the average daily net assets attributable to these
Classes. Smith Barney is also paid a distribution fee with respect to Class B
and Class C shares at the annual rate of 0.75% of the average daily net assets
attributable to these Classes. Class B shares that automatically convert to
Class A shares eight years after the date of original purchase will no longer
be subject to a distribution fee. The fees are used by Smith Barney to pay its
Financial Consultants for servicing shareholder accounts and, in the case of
Class B and Class C shares, to cover expenses primarily intended to result in
the sale of those shares. These expenses include: advertising expenses; the
cost of printing and mailing prospectuses to potential investors; payments to
and expenses of Smith Barney Financial Consultants and other persons who pro-
vide support services in connection with the distribution of shares; interest
and/or carrying charges; and indirect and overhead costs of Smith Barney asso-
ciated with the sale of Portfolio shares, including lease, utility, communica-
tions and sales promotion expenses.
The payments to Smith Barney Financial Consultants for selling shares of a
Class include a commission or fee paid by the investor or Smith Barney at the
time of sale and, with respect to Class A, Class B and Class C shares, a con-
tinuing fee for servicing shareholder accounts for as long as a shareholder
remains a holder of that Class. Smith Barney Financial Consultants may receive
different levels of compensation for selling different Classes of shares.
Payments under the Plan with respect to Class B and Class C shares are not
tied exclusively to the distribution and shareholder services expenses actually
incurred by Smith Barney and the payments may exceed distribution expenses
actually incurred. The Fund's Board of Directors will evaluate the appropriate-
ness of the Plan and its payment terms on a continuing basis and in so doing
will consider all relevant factors, including expenses borne by Smith Barney,
amounts received under the Plan and proceeds of the CDSC.
ADDITIONAL INFORMATION
The Fund, an open-end investment company, was incorporated in Maryland on
March 22, 1991. The Fund has an authorized capital of 1,000,000,000 shares with
a par value of $.001 per share. The Board of Directors has authorized the issu-
ance of six series of shares, each representing shares in one of six separate
Portfolios and may authorize the issuance of additional series of shares in the
future. The assets of
41
<PAGE>
ADDITIONAL INFORMATION (CONTINUED)
each Portfolio are segregated and separately managed and a shareholder's inter-
est is in the assets of the Portfolio in which he or she holds shares. Class A,
Class B, Class C and Class Y shares of the Portfolio represent interests in the
assets of the Portfolio and have identical voting, dividend, liquidation and
other rights on the same terms and conditions except that expenses related to
the distribution of each Class of shares are borne solely by each Class and
each Class of shares has exclusive voting rights with respect to provisions of
the Fund's Rule 12b-1 distribution plan which pertain to a particular Class. As
described under "Voting" in the Statement of Additional Information, the Fund
ordinarily will not hold meetings of shareholders annually; however, sharehold-
ers have the right to call a meeting upon a vote of 10% of the Fund's outstand-
ing shares for the purpose of voting to remove directors, and the Fund will
assist shareholders in calling such a meeting as required by the 1940 Act.
Shares do not have cumulative voting rights or preemptive rights and are fully
paid, transferable and nonassessable when issued for payment as described in
this Prospectus.
The Chase Manhattan Bank, located at Chase MetroTech Center, Brooklyn, New
York 11245, serves as custodian of the Portfolio's investments.
First Data, located at Exchange Place, Boston, Massachusetts 02109, serves as
the Fund's transfer agent.
The Fund sends its shareholders a semi-annual report and an audited annual
report, which include listings of the investment securities held by the Fund at
the end of the period covered. In an effort to reduce the Fund's printing and
mailing costs, the Fund plans to consolidate the mailing of its semi-annual and
annual reports by household. This consolidation means that a household having
multiple accounts with the identical address of record will receive a single
copy of each report. In addition, the Fund also plans to consolidate the mail-
ing of its Prospectus so that a shareholder having multiple accounts (that is,
individual, IRA and/or Self-Employed Retirement Plan accounts) will receive a
single Prospectus annually. Shareholders who do not want this consolidation to
apply to their account should contact their Smith Barney Financial Consultant
or the Fund's transfer agent.
42
<PAGE>
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<PAGE>
SMITH BARNEY
---------------------------------
A Member of TravelersGroup [LOGO]
SMITH BARNEY
WORLD FUNDS, INC.
PACIFIC PORTFOLIO
388 Greenwich Street
New York, New York 10013
FD 0479 2/97
PART B
SMITH BARNEY WORLD FUNDS, INC.
388 Greenwich Street
New York, New York 10013
STATEMENT OF ADDITIONAL INFORMATION
February 28, 1997
Shares of Smith Barney World Funds, Inc. (the "Fund") are offered with a
choice of six Portfolios:
The Global Government Bond Portfolio seeks as high a level of
current income and capital appreciation as is consistent with its
policy of investing principally in high quality bonds of the
United States and foreign governments.
The International Equity Portfolio seeks a total return on its
assets from growth of capital and income. The Portfolio seeks to
achieve its objective principally through a diversified portfolio
of equity securities of established non-United States issuers.
The Pacific Portfolio seeks long-term capital appreciation by
investing primarily in a diversified portfolio of equity
securities of companies in the Asian Pacific Countries.
The European Portfolio seeks long-term capital appreciation by
investing primarily in equity securities of issuers based in
countries of Europe.
The International Balanced Portfolio seeks a competitive total
return on its assets from growth of capital and income through a
portfolio invested primarily in securities of established non-
United States issuers.
The Emerging Markets Portfolio seeks long-term capital
appreciation on its assets through a portfolio invested primarily
in securities of emerging country issuers.
The Fund offers three classes of shares which may be purchased at the next-
determined net asset value per share plus a sales charge which, at the
election of the investor, may be imposed (i) at the time of purchase (Class A
shares) or (ii) on a deferred basis (Class B and Class C shares). A fourth
class of shares (the Class Y shares) is sold at net asset value and is
available only to investors investing a minimum of $5,000,000. A fifth class
of shares of the International Equity Portfolio (the Class Z shares) are
offered only to tax-exempt retirement plans of Smith Barney Inc. These
alternatives permit an investor to choose the method of purchasing shares that
is most beneficial given the amount of the purchase, the length of time the
investor expects to hold the shares and other circumstances.
This Statement of Additional Information is not a prospectus. It is intended
to provide more detailed information about Smith Barney World Funds, Inc. as
well as matters already discussed in the Prospectus of the applicable
Portfolio and therefore should be read in conjunction with each Prospectus
dated February 28, 1997 for the International Equity Portfolio, the Global
Government Bond Portfolio, the Pacific Portfolio, the European Portfolio, the
International Balanced Portfolio and the Emerging Markets Portfolio, which may
be obtained from the Fund or your Smith Barney Financial Consultant.
TABLE OF CONTENTS
Page
Directors, Advisory Director and Officers 3
Investment Policies 5
Investment Restrictions 16
Additional Tax Information 20
IRA and Other Prototype Retirement Plans 22
Performance Information 23
Determination of Net Asset Value 27
Redemption of Shares 27
Investment Management Agreement and Other Services 27
Custodian 31
Independent Auditors 31
Voting 31
Financial Statements 34
Appendix - Ratings of Debt Obligations A-1
DIRECTORS, ADVISORY DIRECTOR AND OFFICERS
VICTOR K. ATKINS, Director
Retired; 120 Montgomery Street, San Francisco, CA. Former President of Lips
Propellers, Inc. Director of two investment companies associated with Smith
Barney; 75.
ALGER B. CHAPMAN, Director
Chairman and Chief Executive Officer, Chicago Board of Options Exchange; 400
S. LaSalle, Chicago, Il. Director of seven investment companies associated
with Smith Barney; 69.
ROBERT A. FRANKEL, Director
Managing Partner of Robert A. Frankel Managing Consultants, 108 Grand Street,
Croton-on-Hudson, NY. Director of seven investment companies associated with
Smith Barney. Former Vice President of The Readers Digest; 69.
RAINER GREEVEN, Director
Partner of the law firm of Greeven & Ercklentz; 630 Fifth Avenue, New York,
NY. Director of two investment companies associated with Smith Barney; 61.
SUSAN M. HEILBRON, Director
Attorney; 411 West End Avenue, New York, NY. Prior to November 1990, Vice
President and General Counsel of MacMillan, Inc. and Executive Vice President
of The Trump Organization. Director of two investment companies associated
with Smith Barney; 52.
*BRUCE D. SARGENT, Vice President and Director
Managing Director of Smith Barney Inc. ("Smith Barney ") and Vice President
and Director of Smith Barney Mutual Fund Management, Inc. (the "Manager"), and
four investment companies associated with Smith Barney; 53.
JAMES M. SHUART, Director
President, Hofstra University; 1000 Fulton Avenue, Hempstead, NY. Director of
European American Bank; Director of Long Island Tourism and Convention
Commission; and Director of Association of Colleges and Universities of the
State of New York. Director of two investment companies associated with Smith
Barney; 65.
*HEATH P. McLENDON, Chairman of the Board and Chief Executive Officer
Managing Director of Smith Barney; Director of forty-one investment companies
associated with Smith Barney; President of the Manager; Chairman of Smith
Barney Strategy Advisers Inc.; prior to July 1993, Senior Executive Vice
President of Shearson Lehman Brothers, Inc., and Vice Chairman of Shearson
Asset Management; 63.
*JESSICA BIBLIOWICZ, Director and President
Executive Vice President of Smith Barney, Director of twelve investment
companies and President of forty investment companies associated with Smith
Barney; prior to January, 1994, Director of Sales and Marketing of Prudential
Mutual Funds; prior to September, 1991, Assistant Portfolio Manager to
Shearson Lehman Brothers; 37.
*MAURITS E. EDERSHEIM, Chairman of the Fund and Advisory Director
Deputy Chairman of Smith Barney International Incorporated; Director and
President of Amstel Hudson Management Corp. (offshore investment management);
Director Esfinco NV (U.S. subsidiary of Spanish Construction Company).
Formerly Deputy Chairman and Director of Drexel Burnham Lambert Incorporated,
The Drexel Burnham Lambert Group Inc., and various of their subsidiaries; 78.
*LEWIS E. DAIDONE, Senior Vice President and Treasurer
Managing Director of Smith Barney, and Senior Vice President and Treasurer of
forty-one investment companies associated with Smith Barney; and Director and
Senior Vice President of the Manager. Prior to January 1990, Senior Vice
President and Chief Financial Officer of Cortland Financial Group, Inc. and
Vice President and Treasurer of its associated investment companies and
subsidiary broker-dealer; 39.
*JAMES B. CONHEADY, Vice President
Managing Director of Smith Barney. Formerly First Vice President of Drexel
Burnham Lambert Incorporated; 61.
*JEFFREY RUSSELL, Vice President
Managing Director of Smith Barney. Formerly Vice President of Drexel Burnham
Lambert Incorporated; 39.
*REIN VAN DER DOES, Vice President
Managing Director of Smith Barney. Formerly Vice President of Drexel Burnham
Lambert Incorporated; 57.
*SCOTT KALB, Vice President
Managing Director of Smith Barney. Formerly Vice President of Drexel Burnham
Lambert Incorporated; 41
*VICTOR S. FILATOV, Vice President
Managing Director of Smith Barney , President and Director of Smith Barney
Global Capital Management Inc. Formerly Vice President of J.P. Morgan
Securities Inc.; 45.
*SIMON R. HILDRETH, Vice President
Senior Vice President of Smith Barney , Managing Director of Smith Barney
Global Capital Management Inc. Formerly Director of Mercury Asset Management
Ltd; 45.
*DENIS P. MANGAN, Vice President
Vice President of Smith Barney Global Capital Management Inc. Formerly Vice
President of J.P. Morgan and Citibank; 46.
*IRVING DAVID, Controller
Vice President of the Manager. Formerly Assistant Treasurer of First
Investment Management Company; 36.
*DONALD ELEFSON, Vice President
Vice President of Smith Barney; 38
*DAVID S. ISHIBASHI, Vice President
Vice President of Smith Barney; 42
*CHRISTINA T. SYDOR, Secretary
Managing Director of Smith Barney and Secretary of forty-one investment
companies associated with Smith Barney; Secretary and General Counsel of the
Manager; 46.
* Designates an "interested person" as defined in the Investment Company Act
of 1940, as amended (the "1940 Act") whose business address is 388 Greenwich
Street, New York, New York 10013. Such person is not separately compensated
for services as a Fund officer or director.
On January 31, 1997 the directors and officers owned, in the aggregate,
less than 1% of the outstanding shares of the International Equity Portfolio
and the Global Government Bond Portfolio. As of January 31, 1997, the
directors and officers as a group owned, in the aggregate, 1.7%, 1.2%, 1.4%
and 1.6% of the outstanding shares of the Emerging Markets Portfolio,
International Balanced Portfolio, European Portfolio, and Pacific Portfolio,
respectively.
The following table shows the compensation paid by the Fund to each
director during the Fund's last fiscal year. None of the officers of the Fund
received any compensation from the Fund for such period. Officers and
interested directors of the Fund are compensated by Smith Barney.
COMPENSATION TABLE
Name of Person
Aggregate
Compensation
from the
Fund
Total
Pension
or
Retirement
Benefits
Accrued as
Part of Fund
Expenses
Compensation
from Fund
and Complex
Paid
to Directors
Number of
Funds for
Which
Director
Serves
Within
Fund Complex
Victor Atkins
$15,18
0
0
$27,400
2
Jessica
Bibliowicz
0
0
0
12
Alger B.
Chapman
15,180
0
77,775
7
Robert A.
Frankel
15,180
0
66,100
8
Ranier Greeven
15,180
0
27,400
2
Susan M.
Heilbron
15,180
0
27,400
2
Heath B.
McLendon
0
0
0
41
Bruce D.
Sargent
0
0
0
3
James M. Shuart
15,180
0
27,400
2
INVESTMENT POLICIES
Except as described under "INVESTMENT RESTRICTIONS," the investment
policies described in the Prospectuses and in this Statement of Additional
Information are not fundamental and the Board of Directors may change such
policies without shareholder approval.
The Fund effects transactions with a view towards attaining each
Portfolio's investment objective, and although it is not limited by a
predetermined rate of portfolio turnover, it is expected that the annual
turnover rate for each of the International Equity Portfolio, the Global
Government Bond Portfolio, the European Portfolio, the Pacific Portfolio and
the equity portion of each of the International Balanced Portfolio and the
Emerging Markets Portfolio will not exceed 100% in normal circumstances and
that the annual turnover rate for the debt portion of each of the
International Balanced Portfolio and the Emerging Markets Portfolio will not
exceed 200% in normal circumstances. A high portfolio turnover results in
correspondingly greater transaction costs in the form of brokerage commissions
or dealer spreads that a Portfolio will bear directly, and may result in the
realization of net capital gains which are taxable when distributed to
shareholders. See "Investment Management Agreement and Other Services--
Brokerage and Portfolio Transactions" in this Statement of Additional
Information.
Each of the following investment policies is subject to the limitations
set forth under "Investment Restrictions."
Repurchase Agreements. As described in the applicable Prospectus, each
Portfolio may enter into repurchase agreements. A repurchase agreement is a
contract under which a Portfolio acquires a security for a relatively short
period (usually not more than one week) subject to the obligation of the
seller to repurchase and the Portfolio to resell such security at a fixed time
and price (representing the Portfolio's cost plus interest). It is each
Portfolio's present intention to enter into repurchase agreements only upon
receipt of fully adequate collateral and only with commercial banks (whether
U.S. or foreign) and registered broker-dealers. Repurchase agreements may
also be viewed as loans made by a Portfolio which are collateralized primarily
by the securities subject to repurchase. A Portfolio bears a risk of loss in
the event that the other party to a repurchase agreement defaults on its
obligations and the Portfolio is delayed or prevented from exercising its
rights to dispose of the collateral securities. Pursuant to policies
established by the Board of Directors, the investment adviser monitors the
creditworthiness of all issuers with which each Portfolio enters into
repurchase agreements.
Reverse Repurchase Agreements. The Fund does not currently intend to commit
more than 5% of a Portfolio's net assets to reverse repurchase agreements.
The Fund may enter into reverse repurchase agreements with broker/dealers and
other financial institutions. Such agreements involve the sale of Portfolio
securities with an agreement to repurchase the securities at an agreed-upon
price, date and interest payment and are considered to be borrowings by a
Portfolio and are subject to the borrowing limitations set forth under
"Investment Restrictions." Since the proceeds of reverse repurchase
agreements are invested, this would introduce the speculative factor known as
"leverage." The securities purchased with the funds obtained from the
agreement and securities collateralizing the agreement will have maturity
dates no later than the repayment date. Generally the effect of such a
transaction is that the Fund can recover all or most of the cash invested in
the portfolio securities involved during the term of the reverse repurchase
agreement, while in many cases it will be able to keep some of the interest
income associated with those securities. Such transactions are only
advantageous if the Portfolio has an opportunity to earn a greater rate of
interest on the cash derived from the transaction than the interest cost of
obtaining that cash. Opportunities to realize earnings from the use of the
proceeds equal to or greater than the interest required to be paid may not
always be available, and the Fund intends to use the reverse repurchase
technique only when the Manager believes it will be advantageous to the
Portfolio. The use of reverse repurchase agreements may exaggerate any
interim increase or decrease in the value of the participating Portfolio's
assets. The Fund's custodian bank will maintain a separate account for the
Portfolio with securities having a value equal to or greater than such
commitments.
Restricted Securities. Each Portfolio may invest in securities the
disposition of which is subject to legal or contractual restrictions. The
sale of restricted securities often requires more time and results in higher
brokerage charges or dealer discounts and other selling expenses than does the
sale of securities eligible for trading on a national securities exchange that
are not subject to restrictions on resale. Restricted securities often sell
at a price lower than similar securities that are not subject to restrictions
on resale.
Securities Lending. Each Portfolio may seek to increase its net investment
income by lending its securities provided such loans are callable at any time
and are continuously secured by cash or U.S. Government Obligations equal to
no less than the market value, determined daily, of the securities loaned.
Each Portfolio will receive amounts equal to dividends or interest on the
securities loaned. It will also earn income for having made the loan because
cash collateral pursuant to these loans will be invested in short-term money
market instruments. In connection with lending of securities the Fund may pay
reasonable finders, administrative and custodial fees. Management will limit
such lending to not more than one-third of the value of the total assets of
each Portfolio. Where voting or consent rights with respect to loaned
securities pass to the borrower, management will follow the policy of calling
the loan, in whole or in part as may be appropriate, to permit the exercise of
such voting or consent rights if the issues involved have a material effect on
the Portfolio's investment in the securities loaned. Apart from lending its
securities and acquiring debt securities of a type customarily purchased by
financial institutions, no Portfolio will make loans to other persons.
Commercial Bank Obligations. For the purposes of each Portfolio's investment
policies with respect to bank obligations, obligations of foreign branches of
U.S. banks and of foreign banks may be general obligations of the parent bank
in addition to the issuing bank, or may be limited by the terms of a specific
obligation and by government regulation. As with investment in non-U.S.
securities in general, investments in the obligations of foreign branches of
U.S. banks and of foreign banks may subject the Portfolio to investment risks
that are different in some respects from those of investments in obligations
of domestic issuers. Although a Portfolio will typically acquire obligations
issued and supported by the credit of U.S. or foreign banks having total
assets at the time of purchase in excess of U.S. $1 billion (or the equivalent
thereof), this U.S. $1 billion figure is not a fundamental investment policy
or restriction of the Portfolio. For calculation purposes with respect to the
U.S. $1 billion figure, the assets of a bank will be deemed to include the
assets of its U.S. and non-U.S. branches.
Commercial Paper. Commercial paper consists of short-term (usually from 1 to
270 days) unsecured promissory notes issued by corporations in order to
finance their current operations. A variable amount master demand note (which
is a type of commercial paper) represents a direct borrowing arrangement
involving periodically fluctuating rates of interest under a letter agreement
between a commercial paper issuer and an institutional lender, such as one of
the Portfolios, pursuant to which the lender may determine to invest varying
amounts. Transfer of such notes is usually restricted by the issuer, and
there is no secondary trading market for such notes. Each Portfolio,
therefore, may not invest in a master demand note, if as a result more than
15% of the value of the Portfolio's total assets would be invested in such
notes and other illiquid securities.
ADRs, EDRs and GDRs. Each Portfolio may also purchase American Depository
Receipts ("ADRs"), European Depository Receipts ("EDRs") and Global Depository
Receipts ("GDRs") or other securities representing underlying shares of
foreign companies. ADRs are publicly traded on exchanges or over-the-counter
in the United States and are issued through "sponsored" or "unsponsored"
arrangements. In a sponsored ADR arrangement, the foreign issuer assumes the
obligation to pay some or all of the depositary's transaction fees, whereas
under an unsponsored arrangement, the foreign issuer assumes no obligation and
the depositary's transaction fees are paid by the ADR holders. In addition,
less information is available in the United States about an unsponsored ADR
than about a sponsored ADR, and the financial information about a company may
not be as reliable for an unsponsored ADR as it is for a sponsored ADR. The
Portfolios may invest in ADRs through both sponsored and unsponsored
arrangements.
Writing Covered Call Options. Each Portfolio may write (sell) covered call
options for hedging purposes. Covered call options will generally be written
on securities and currencies which, in the opinion of the investment adviser,
are not expected to make any major price moves in the near future but which,
over the long term, are deemed to be attractive investments for the Portfolio.
A call option gives the holder (buyer) the right to purchase a security
or currency at a specified price (the exercise price) at any time until a
certain date (the expiration date). So long as the obligation of the writer
of a call option continues, he may be assigned an exercise notice by the
broker-dealer through whom such option was sold, requiring him to deliver the
underlying security or currency against payment of the exercise price. This
obligation terminates upon the expiration of the call option, or such earlier
time at which the writer effects a closing purchase transaction by purchasing
an option identical to that previously sold. The Manager and the Fund believe
that writing of covered call options is less risky than writing uncovered or
"naked" options, which the Portfolios will not do.
Portfolio securities or currencies on which call options may be written
will be purchased solely on the basis of investment considerations consistent
with each Portfolio's investment objective. When writing a covered call
option, the Portfolio, in return for the premium, gives up the opportunity for
profit from a price increase in the underlying security or currency above the
exercise price and retains the risk of loss should the price of the security
or currency decline. Unlike one who owns securities or currencies not subject
to an option, the Portfolio has no control over when it may be required to
sell the underlying securities or currencies, since the option may be
exercised at any time prior to the option's expiration. If a call option
which the Portfolio has written expires, the Portfolio will realize a gain in
the amount of the premium; however, such gain may be offset by a decline in
the market value of the underlying security or currency during the option
period. If the call option is exercised, the Portfolio will realize a gain or
loss from the sale of the underlying security or currency. The security or
currency covering the call option will be maintained in a segregated account
of the Portfolio's custodian. The Portfolio does not consider a security or
currency covered by a call option to be "pledged" as that term is used in the
Portfolio's policy which limits the pledging or mortgaging of its assets.
The premium the Portfolio receives for writing a call option is deemed
to constitute the market value of an option. The premium the Portfolio will
receive from writing a call option will reflect, among other things, the
current market price of the underlying security or currency, the relationship
of the exercise price to such market price, the implied price volatility of
the underlying security or currency, and the length of the option period. In
determining whether a particular call option should be written on a particular
security or currency, the Manager will consider the reasonableness of the
anticipated premium and the likelihood that a liquid secondary market will
exist for those options. The premium received by the Portfolio for writing
covered call options will be recorded as a liability in the Portfolio's
statement of assets and liabilities. This liability will be adjusted daily to
the option's current market value, which will be calculated as described in
"Determination of Net Asset Value" in the Prospectus. The liability will be
extinguished upon expiration of the option or delivery of the underlying
security or currency upon the exercise of the option. The liability with
respect to a listed option will also be extinguished upon the purchase of an
identical option in a closing transaction.
Closing transactions will be effected in order to realize a profit or to
limit losses on an outstanding call option, to prevent an underlying security
or currency from being called, or to permit the sale of the underlying
security or currency. Furthermore, effecting a closing transaction will
permit the Portfolio to write another call option on the underlying security
or currency with either a different exercise price, expiration date or both.
If the Portfolio desires to sell a particular security or currency from its
portfolio on which it has written a call option or purchases a put option, it
will seek to effect a closing transaction prior to, or concurrently with, the
sale of the security or currency. There is no assurance that the Portfolio
will be able to effect such closing transactions at a favorable price. If the
Portfolio cannot enter into such a transaction, it may be required to hold a
security or currency that it might otherwise have sold, in which case it would
continue to be a market risk with respect to the security or currency.
Each Portfolio will pay transaction costs in connection with the writing
of options and in entering into closing purchase contracts. Transaction costs
relating to options activity are normally higher than those applicable to
purchases and sales of portfolio securities.
Call options written by each Portfolio, other than the International
Balanced Portfolio, will normally have expiration dates of less than nine
months from the date written. Call options written by the International
Balanced Portfolio will normally have expiration dates of less than twelve
months from the date written. The exercise price of the options may be below,
equal to or above the current market values of the underlying securities or
currencies at the time the options are written. From time to time, the
Portfolio may purchase an underlying security or currency for delivery in
accordance with the exercise of an option, rather than delivering such
security or currency from its portfolio. In such cases, additional costs will
be incurred.
Each Portfolio will realize a profit or loss from a closing purchase
transaction if the cost of the transaction is less or more, respectively, than
the premium received from the writing of the option. Because increases in the
market price of a call option will generally reflect increases in the market
price of the underlying security or currency, any loss resulting from the
repurchase of a call option is likely to be offset in whole or in part by
appreciation of the underlying security or currency owned by the Portfolio.
See "Additional Tax Information" for a discussion of federal income tax
treatment of covered call options.
Purchasing Put Options. Each Portfolio may purchase put options. As the
holder of a put option, the Portfolio has the right to sell the underlying
security or currency at the exercise price at any time during the option
period. The Portfolio may enter into closing sale transactions with respect
to such options, exercise them or permit them to expire.
Each Portfolio may purchase a put option on an underlying security or
currency (a "protective put") owned by the Portfolio as a hedging technique in
order to protect against an anticipated decline in the value of the security
or currency. Such hedge protection is provided only during the life of the
put option when the Portfolio, as the holder of the put option, is able to
sell the underlying security or currency at the put exercise price regardless
of any decline in the underlying security's market price or currency's
exchange value. For example, a put option may be purchased in order to
protect unrealized appreciation of a security or currency when the Manager
deems it desirable to continue to hold the security or currency because of tax
considerations. The premium paid for the put option and any transaction costs
would reduce any capital gain otherwise available for distribution when the
security or currency is eventually sold.
Each Portfolio may also purchase put options at a time when the
Portfolio does not own the underlying security or currency. By purchasing put
options on a security or currency it does not own, the Portfolio seeks to
benefit from a decline in the market price of the underlying security or
currency. If the put option is not sold when it has remaining value, and if
the market price of the underlying security or currency remains equal to or
greater than the exercise price during the life of the put option, the
Portfolio will lose its entire investment in the put option. In order for the
purchase of a put option to be profitable, the market price of the underlying
security or currency must decline sufficiently below the exercise price to
cover the premium and transaction costs, unless the put option is sold in a
closing sale transaction.
The premium paid by a Portfolio when purchasing a put option will be
recorded as an asset in the Portfolio's statement of assets and liabilities.
This asset will be adjusted daily to the option's current market value, which
will be calculated as described in "Determination of Net Asset Value" in the
Prospectus. The asset will be extinguished upon expiration of the option or
the delivery of the underlying security or currency upon the exercise of the
option. The asset with respect to a listed option will also be extinguished
upon the writing of an identical option in a closing transaction.
Purchasing Call Options. Each Portfolio may purchase call options. As the
holder of a call option, a Portfolio has the right to purchase the underlying
security or currency at the exercise price at any time during the option
period. The Portfolio may enter into closing sale transactions with respect
to such options, exercise them or permit them to expire. Call options may be
purchased by the Portfolio for the purpose of acquiring the underlying
security or currency for its portfolio. Utilized in this fashion, the
purchase of call options enables the Portfolio to acquire the security or
currency at the exercise price of the call option plus the premium paid. At
times the net cost of acquiring the security or currency in this manner may be
less than the cost of acquiring the security or currency directly. This
technique may also be useful to the Portfolio in purchasing a large block of
securities that would be more difficult to acquire by direct market purchases.
So long as it holds such a call option rather than the underlying security or
currency itself, the Portfolio is partially protected from any unexpected
decline in the market price of the underlying security or currency and in such
event could allow the call option to expire, incurring a loss only to the
extent of the premium paid for the option.
Each Portfolio may also purchase call options on underlying securities
or currencies it owns in order to protect unrealized gains on call options
previously written by it. A call option would be purchased for this purpose
where tax considerations make it inadvisable to realize such gains through a
closing purchase transaction. Call options may also be purchased at times to
avoid realizing losses that would result in a reduction of the Portfolio's
current return.
Interest Rate and Currency Futures Contracts. Each Portfolio may enter into
interest rate or currency futures contracts ("Futures" or "Futures Contracts")
as a hedge against changes in prevailing levels of interest rates or currency
exchange rates in order to establish more definitely the effective return on
securities or currencies held or committed to be acquired by the Portfolio. A
Portfolio's hedging may include holding Futures as an offset against
anticipated changes in interest or currency exchange rates. A Portfolio may
also enter into Futures Contracts based on financial indices including any
index of U.S. Government securities, foreign government securities or
corporate debt securities.
A Futures Contract provides for the future sale by one party and
purchase by another party of a specified amount of a specific financial
instrument or currency for a specified price at a designated date, time and
place. The purchaser of a Futures Contract on an index agrees to take or make
delivery of an amount of cash equal to the difference between a specified
dollar multiple of the value of the index on the expiration date of the
contract ("current contract value") and the price at which the contract was
originally struck. No physical delivery of the debt securities underlying the
index is made. Brokerage fees are incurred when a Futures Contract is bought
or sold, and margin deposits must be maintained at all times that the Futures
Contract is outstanding.
Although techniques other than sales and purchases of Futures Contracts
could be used to reduce the Portfolio's exposure to interest rate and currency
exchange rate fluctuations, the Portfolio may be able to hedge its exposure
more effectively and at a lower cost through using Futures Contracts.
Although Futures Contracts typically require future delivery of and
payment for financial instruments or currencies, Futures Contracts are usually
closed out before the delivery date. Closing out an open Futures Contract
sale or purchase is effected by entering into an offsetting Futures Contract
purchase or sale, respectively, for the same aggregate amount of the identical
financial instrument or currency and the same delivery date. If the
offsetting purchase price is less than the original sale price, the Portfolio
realizes a gain; if it is more, the Portfolio realizes a loss. Conversely, if
the offsetting sale price is more than the original purchase price, the
Portfolio realizes a gain; if it is less, the Portfolio realizes a loss. The
transaction costs must also be included in these calculations. There can be
no assurance, however, that the Portfolio will be able to enter into an
offsetting transaction with respect to a particular Futures Contract at a
particular time. If the Portfolio is not able to enter into an offsetting
transaction, the Portfolio will continue to be required to maintain the margin
deposits of the underlying financial instrument or currency on the relevant
delivery date. The Fund intends to enter into Futures transactions only on
exchanges or boards of trade where there appears to be a liquid secondary
market. However, there can be no assurance that such a market will exist for
a particular contract at a particular time.
As an example of an offsetting transaction, the contractual obligations
arising from the sale of one Futures Contract of September Treasury Bills on
an exchange may be fulfilled at any time before delivery under the Futures
Contract is required (i.e., on a specific date in September, the "delivery
month") by the purchase of another Futures Contract of September Treasury
Bills on the same exchange. In such instance the difference between the price
at which the Futures Contract was sold and the price paid for the offsetting
purchase, after allowance for transaction costs, represents the profit or loss
to the Portfolio.
Persons who trade in Futures Contracts may be broadly classified as
"hedgers" and "speculators." Hedgers, whose business activity involves
investment or other commitment in securities or other obligations, use the
Futures markets to offset unfavorable changes in value that may occur because
of fluctuations in the value of the securities and obligations held or
committed to be acquired by them or fluctuations in the value of the currency
in which the securities or obligations are denominated. Debtors and other
obligers may also hedge the interest cost of their obligations. The
speculator, like the hedger, generally expects neither to deliver nor to
receive the financial instrument underlying the Futures Contract, but, unlike
the hedger, hopes to profit from fluctuations in prevailing interest rates or
currency exchange rates.
Each Portfolio's Futures transactions will be entered into for
traditional hedging purposes; that is, Futures Contracts will be sold to
protect against a decline in the price of securities or currencies that the
Portfolio owns, or Futures Contracts will be purchased to protect a Portfolio
against an increase in the price of securities or currencies it has committed
to purchase or expects to purchase. The International Equity Portfolio, the
Pacific Portfolio, the International Balanced Portfolio and the Emerging
Market Portfolio may each also enter into Futures transactions for non-hedging
purposes, subject to applicable law.
"Margin" with respect to Futures Contracts is the amount of funds that
must be deposited by the Portfolio with a broker in order to initiate Futures
trading and to maintain the Portfolio's open positions in Futures Contracts.
A margin deposit made when the Futures Contract is entered into ("initial
margin") is intended to assure the Portfolio's performance of the Futures
Contract. The margin required for a particular Futures Contract is set by the
exchange on which the Futures Contract is traded, and may be significantly
modified from time to time by the exchange during the term of the Futures
Contract. Futures Contracts are customarily purchased and sold on margins,
which may be 5% or less of the value of the Futures Contract being traded.
If the price of an open Futures Contract changes (by increase in the
case of a sale or by decrease in the case of a purchase) so that the loss on
the Futures Contract reaches a point at which the margin on deposit does not
satisfy margin requirements, the broker will require an increase in the margin
deposit ("variation margin"). If, however, the value of a position increases
because of favorable price changes in the Futures Contract so that the margin
deposit exceeds the required margin, it is anticipated that the broker will
pay the excess to the Portfolio. In computing daily net asset values, the
Portfolio will mark to market the current value of its open Futures Contracts.
Each Portfolio expects to earn interest income on its margin deposits.
Risks of Using Futures Contracts. The prices of Futures Contracts are
volatile and are influenced, among other things, by actual and anticipated
changes in interest rates, which in turn are affected by fiscal and monetary
policies and national and international political and economic events.
At best, the correlation between changes in prices of Futures Contracts
and of the securities or currencies being hedged can be only approximate. The
degree of imperfection of correlation depends upon circumstances such as:
variations in speculative market demand for Futures and for debt securities or
currencies, including technical influences in Futures trading; and differences
between the financial instruments being hedged and the instruments underlying
the standard Futures Contracts available for trading, with respect to interest
rate levels, maturities, and creditworthiness of issuers. A decision of
whether, when, and how to hedge involves skill and judgment, and even a well-
conceived hedge may be unsuccessful to some degree because of unexpected
market behavior or interest rate trends.
Because of the low margin deposits required, Futures trading involves an
extremely high degree of leverage. As a result, a relatively small price
movement in a Futures Contract may result in immediate and substantial loss,
as well as gain, to the investor. For example, if at the time of purchase,
10% of the value of the Futures Contract is deposited as margin, a subsequent
10% decrease in the value of the Futures Contract would result in a total loss
of the margin deposit, before any deduction for the transaction costs, if the
account were then closed out. A 15% decrease would result in a loss equal to
150% of the original margin deposit, if the Futures Contract were closed out.
Thus, a purchase or sale of a Futures Contract may result in losses in excess
of the amount invested in the Futures Contract. A Portfolio, however, would
presumably have sustained comparable losses if, instead of the Futures
Contract, it had invested in the underlying financial instrument and sold it
after the decline. Where a Portfolio enters into Futures transactions for
non-hedging purposes, it will be subject to greater risks and could sustain
losses which are not offset by gains on other portfolio assets.
Furthermore, in the case of a Futures Contract purchase, in order to be
certain that each Portfolio has sufficient assets to satisfy its obligations
under a Futures Contract, the Portfolio segregates and commits to back the
Futures Contract an amount of cash, U.S. Government securities and other
liquid, high-grade debt securities equal in value to the current value of the
underlying instrument less the margin deposit.
Most U.S. Futures exchanges limit the amount of fluctuation permitted in
Futures Contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a Futures Contract may vary
either up or down from the previous day's settlement price at the end of a
trading session. Once the daily limit has been reached in a particular type
of Futures Contract, no trades may be made on that day at a price beyond that
limit. The daily limit governs only price movement during a particular
trading day and therefore does not limit potential losses, because the limit
may prevent the liquidation of unfavorable positions. Futures Contract prices
have occasionally moved to the daily limit for several consecutive trading
days with little or no trading, thereby preventing prompt liquidation of
Futures positions and subjecting some Futures traders to substantial losses.
See "Additional Tax Information" for a discussion of federal tax
treatment of Futures Contracts.
Options on Futures Contracts. Options on Futures Contracts are similar to
options on securities or currencies except that options on Futures Contracts
give the purchaser the right, in return for the premium paid, to assume a
position in a Futures Contract (a long position if the option is a call and a
short position if the option is a put), rather than to purchase or sell the
Futures Contract, at a specified exercise price at any time during the period
of the option. Upon exercise of the 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 which represents the amount by which the market price of the
Futures Contract, at exercise, exceeds (in the case of a call) or is less than
(in the case of a put) the exercise price of the option on the Futures
Contract. If an option is exercised on the last trading day prior to the
expiration date of the option, the settlement will be made entirely in cash
equal to the difference between the exercise price of the option and the
closing level of the securities or currencies upon which the Futures Contracts
are based on the expiration date. Purchasers of options who fail to exercise
their options prior to the exercise date suffer a loss of the premium paid.
As an alternative to purchasing call and put options on Futures, each
Portfolio may purchase call and put options on the underlying securities or
currencies themselves (see "Purchasing Put Options" and "Purchasing Call
Options" above). Such options would be used in a manner identical to the use
of options on Futures Contracts.
To reduce or eliminate the leverage then employed by the Portfolio or to
reduce or eliminate the hedge position then currently held by the Portfolio,
the Portfolio may seek to close out an option position by selling an option
covering the same securities or currency and having the same exercise price
and expiration date. The ability to establish and close out positions on
options on Futures Contracts is subject to the existence of a liquid market.
It is not certain that this market will exist at any specific time.
In order to assure that the Portfolios will not be deemed to be
"commodity pools" for purposes of the Commodity Exchange Act, regulations of
the Commodity Futures Trading Commission ("CFTC") require that each Portfolio
enter into transactions in Futures Contracts and options on Futures Contracts
only (i) for bona fide hedging purposes (as defined in CFTC regulations), or
(ii) for non-hedging purposes, provided that the aggregate initial margin and
premiums on such non-hedging positions does not exceed 5% of the liquidation
value of the Portfolio's assets. The Global Government Bond Portfolio and the
European Portfolio will enter into transactions in Futures Contracts and
options on Futures Contracts only for hedging purposes.
Forward Currency Contracts and Options on Currency. A forward currency
contract is an obligation to purchase or sell a currency against another
currency at a future date and price as agreed upon by the parties. A
Portfolio may either accept or make delivery of the currency at the maturity
of the forward contract or, prior to maturity, enter into a closing
transaction involving the purchase or sale of an offsetting contract. Each
Portfolio engages in forward currency transactions in anticipation of, or to
protect itself against, fluctuations in exchange rates. A Portfolio might
sell a particular foreign currency forward, for example, when it holds bonds
denominated in that currency but anticipates, and seeks to be protected
against, decline in the currency against the U.S. dollar. Similarly, a
Portfolio might sell the U.S. dollar forward when it holds bonds denominated
in U.S. dollars but anticipates, and seeks to be protected against, a decline
in the U.S. dollar relative to other currencies. Further, a Portfolio might
purchase a currency forward to "lock in" the price of securities denominated
in that currency which it anticipates purchasing.
The matching of the increase in value of a forward contract and the
decline in the U.S. dollar equivalent value of the foreign currency
denominated asset that is the subject of the hedge generally will not be
precise. In addition, a Portfolio may not always be able to enter into
foreign currency forward contracts at attractive prices and this will limit
the Portfolio's ability to use such contract to hedge or cross-hedge its
assets. Also, with regard to a Portfolio's use of cross-hedges, there can be
no assurance that historical correlations between the movement of certain
foreign currencies relative to the U.S. dollar will continue. Thus, at any
time poor correlation may exist between movements in the exchange rates of the
foreign currencies underlying the Portfolio's cross-hedges and the movements
in the exchange rates of the foreign currencies in which the Portfolio's
assets that are the subject of such cross-hedges are denominated.
Forward contracts are traded in an interbank market conducted directly
between currency traders (usually large commercial banks) and their customers.
A forward contract generally has no deposit requirement and is consummated
without payment of any commission. Each Portfolio, however, may enter into
forward contracts with deposit requirements or commissions.
A put option gives a Portfolio, as purchaser, the right (but not the
obligation) to sell a specified amount of currency at the exercise price until
the expiration of the option. A call option gives a Portfolio, as purchaser,
the right (but not the obligation) to purchase a specified amount of currency
at the exercise price until its expiration. A Portfolio might purchase a
currency put option, for example, to protect itself during the contract period
against a decline in the value of a currency in which it holds or anticipates
holding securities. If the currency's value should decline, the loss in
currency value should be offset, in whole or in part, by an increase in the
value of the put. If the value of the currency instead should rise, any gain
to the Portfolio would be reduced by the premium it had paid for the put
option. A currency call option might be purchased, for example, in
anticipation of, or to protect against, a rise in the value of a currency in
which the Portfolio anticipates purchasing securities.
Each Portfolio's ability to establish and close out positions in foreign
currency options is subject to the existence of a liquid market. There can be
no assurance that a liquid market will exist for a particular option at any
specific time. In addition, options on foreign currencies are affected by all
of those factors that influence foreign exchange rates and investments
generally.
A position in an exchange-listed option may be closed out only on an
exchange that provides a secondary market for identical options. Exchange
markets for options on foreign currencies exist but are relatively new, and
the ability to establish and close out positions on the exchanges is subject
to maintenance of a liquid secondary market. Closing transactions may be
effected with respect to options traded in the over-the-counter ("OTC")
markets (currently the primary markets for options on foreign currencies) only
by negotiating directly with the other party to the option contract or in a
secondary market for the option if such market exists. Although each
Portfolio intends to purchase only those options for which there appears to be
an active secondary market, there is no assurance that a liquid secondary
market will exist for any particular option at any specific time. In such
event, it may not be possible to effect closing transactions with respect to
certain options, with the result that the Portfolio would have to exercise
those options which it has purchased in order to realize any profit. The
staff of the Securities and Exchange Commission ("SEC") has taken the position
that, in general, purchased OTC options and the underlying securities used to
cover written OTC options are illiquid securities. However, a Portfolio may
treat as liquid the underlying securities used to cover written OTC options,
provided it has arrangements with certain qualified dealers who agree that the
Portfolio may repurchase any option it writes for a maximum price to be
calculated by a predetermined formula. In these cases, the OTC option itself
would only be considered illiquid to the extent that the maximum repurchase
price under the formula exceeds the intrinsic value of the option.
Swap Agreements. Among the hedging transactions into which the Portfolios may
enter are interest rate swaps and the purchase or sale of interest rate caps
and floors. Each Portfolio expects to enter into these transactions primarily
to preserve a return or spread on a particular investment or portion of its
portfolio or to protect against any increase in the price of securities the
Portfolio anticipates purchasing at a later date. Each Portfolio intends to
use these transactions as a hedge and not as a speculative investment. Each
Portfolio will not sell interest rate caps or floors that it does not own.
Interest rate swaps involve the exchange by a Portfolio with another party of
their respective commitments to pay or receive interest, e.g., an exchange of
floating rate payments for fixed rate payments. The purchase of an interest
rate cap entitles the purchaser, to the extent that a specified index exceeds
a predetermined interest rate, to receive payments of interest on a notional
principal amount from the party selling such interest rate cap. The purchase
of an interest rate floor entitles the purchaser, to the extent that a
specified index falls below a predetermined interest rate, to receive payments
of interest on a notional principal amount from the party selling such
interest rate floor.
A Portfolio may enter into interest rate swaps, caps and floors 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 swaps on a net basis, i.e., the two payment streams are netted but, with
the Portfolio receiving or paying, as the case may be, only the net amount of
the two payments. Inasmuch as these hedging transactions are entered into for
good faith hedging purposes, the investment adviser and the Portfolios believe
such obligations do not constitute senior securities and, accordingly will not
treat them as being subject to its borrowing restrictions. The net amount of
the excess, if any, of a Portfolio's obligations over its entitlement with
respect to each interest rate swap will be accrued on a daily basis and an
amount of cash or liquid securities having an aggregate net asset value at
least equal to the accrued excess will be maintained in a segregated account
by a custodian that satisfies the requirements of the Investment Company Act
of 1940 (the "1940 Act"). The Portfolios will not enter into any interest
rate swap, cap or floor transaction unless the unsecured senior debt or the
claims-paying ability of the other party thereto is rated in the highest
rating category of at least one nationally recognized rating organization at
the time of entering into such transaction. If there is a default by the
other party to such a transaction, a Portfolio 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 as agents utilizing
swap documentation. As a result, the swap market has become relatively
liquid. Caps and floors are more recent innovations for which standardized
documentation has not yet been developed and, accordingly, they are less
liquid than swaps.
New options and Futures Contracts and various combinations thereof
continue to be developed and the Portfolios may invest in any such options and
contracts as may be developed to the extent consistent with its investment
objective and regulatory requirements applicable to investment companies.
The Articles of Incorporation of the Fund permit the Board of Directors
to establish additional Portfolios of the Fund from time to time. The
investment objectives, policies and restrictions applicable to additional
Portfolios would be established by the Board of Directors at the time such
Portfolios were established and may differ from those set forth in the
Prospectus and this Statement of Additional Information.
INVESTMENT RESTRICTIONS
The Fund has adopted the following restrictions and fundamental policies
that cannot be changed without approval by a "vote of a majority of the
outstanding voting securities" of each Portfolio affected by the change as
defined in the 1940 Act and Rule 18f-2 thereunder (see "Voting").
Without the approval of a majority of its outstanding voting securities,
the Global Government Bond Portfolio may not:
1. Change its subclassification as an open-end fund; 2. Change its
subclassification as a non-diversified company; 3. Invest more than 25% of its
total assets in a particular industry, except that this limitation shall not
apply to securities issued or guaranteed as to principal and interest by the
U.S. Government or any of its agencies or instrumentalities; 4. Purchase any
securities on margin, provided that the Portfolio may obtain such short-term
credits as may be necessary for the clearance of purchases and sales of
securities; except that it may make margin deposits in connection with futures
contracts subject to Investment Restriction 14. below; 5. Make short sales of
securities or maintain a short position in securities unless at all times when
a short position in securities is open, the Portfolio owns or has the right to
obtain, at no added cost, securities identical to those sold short; 6. Buy or
sell real estate (including real estate limited partnerships) and real estate
mortgage loans, commodities or commodity contracts, or issue senior
securities; however, the Portfolio may invest in debt securities secured by
real estate or interests therein or issued by companies that invest in real
estate or interest therein, including real estate investment trusts, provided
such securities are readily marketable and may purchase or sell currencies
(including forward currency contracts), futures contracts and related options
generally as described in the Prospectus and this Statement of Additional
Information and subject to Investment Restriction 14. below; 7. Invest in
securities of another investment company except as permitted by Section 12(d)
(1)(A) of the 1940 Act or as part of a merger, consolidation, or acquisition;
8. Have more than 15% of its total assets at any time invested in or subject
to puts, calls or combinations thereof; 9. Borrow money, except from banks for
temporary or emergency purposes not in excess of 33-1/3% of the value of the
Portfolio's total assets. Whenever such borrowings exceed 5% of the value of
the Portfolio's total assets, the Portfolio will not make any additional
investments. This restriction shall not prevent the Portfolio from entering
into reverse repurchase agreements, provided that reverse repurchase
agreements and any other transactions constituting borrowing by the Portfolio
may not exceed one-third of the Portfolio's total assets. In the event that
the asset coverage for the Portfolio's borrowings falls below 300%, the
Portfolio would reduce, within three days (excluding Saturdays, Sundays and
holidays), the amount of its borrowings in order to provide for 300% asset
coverage; 10. Pledge, mortgage or hypothecate its assets other than (i) in
connection with the investment strategies described in Investment Restriction
9. above, (ii) to secure letters of credit solely for purposes of
participating in a captive insurance company sponsored by the Investment
Company Institute to provide fidelity and directors and officers liability
insurance, or (iii) in connection with short sales and collateral arrangements
with respect to options and Futures Contracts including deposits of initial
and variation margin; 11. Make loans, except the Portfolio may purchase debt
obligations, enter into repurchase agreements and lend its securities; 12.
Acquire securities subject to restrictions on disposition or securities for
which there is no readily available market; enter into repurchase agreements,
or purchase time deposits or variable amount master demand notes, if any of
the foregoing have a term or demand feature of more than seven days; or
purchase OTC options or set aside assets to cover OTC options written by the
Portfolio if, immediately after and as a result, the value of such securities
would exceed, in the aggregate, 10% of the Portfolio's total assets; 13.
Engage in the business of underwriting securities of other issuers, except to
the extent that the disposal of an investment position may technically cause
it to be considered an underwriter as that term is defined under the
Securities Act of 1933 (the "1933 Act"); 14. Enter into a Futures Contract or
a commodity option other than for bona fide hedging purposes and, if, as a
result thereof, more than 5% of the Portfolio's total assets (taken at market
value at the time of entering into the contract or commodity option) would be
committed to initial margin on futures contracts and premiums on commodity
options all within the meaning of Regulation 4.5 of the CFTC; and 15. Invest
in companies for the purpose of exercising control or management.
In order to comply with certain state statutes and policies, the Global
Government Bond Portfolio also will not, as a matter of operating policy:
1. Purchase oil, gas or other mineral leases, rights or royalty
contracts or exploration or development programs, except that the Portfolio
may invest in, or sponsor such programs; 2. Invest more than 5% of its total
assets in securities of companies having, together with their predecessors, a
record of less than three years of continuous operation; 3. Purchase or retain
the securities of any Fund, if those individual officers and directors of the
Fund, its investment adviser, or distributor, each owning beneficially more
than 1/2 of 1% of the securities of such issuer, together own more than 5% of
the securities of such issuer; and 4. 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.
A further investment policy of the Global Government Bond Portfolio,
which may be changed by action of the Fund's Board of Directors without
shareholder approval, is that the Portfolio shall not invest in securities of
an issuer if the investment would cause the Portfolio to own more than 10% of
any class of securities of any one issuer.
Without the approval of a majority of its outstanding voting securities,
the International Equity Portfolio, the Pacific Portfolio, the European
Portfolio, the International Balanced Portfolio and the Emerging Markets
Portfolio each may not:
1. Purchase the securities of issuers conducting their principal
business activities in the same industry if immediately after a particular
purchase the value of the Portfolio's investments in such industry would
exceed 25% of the value of its total assets; 2. (a) With respect to the
International Equity Portfolio only, purchase the securities of any one
issuer, if immediately after such purchase (i) more than 5% of the value of
the total assets of the Portfolio would be invested in securities of such
issuer, provided that such limitation does not apply to the U.S. Government,
its agencies or instrumentalities, or (ii) the Portfolio would own more than
10% of the outstanding voting securities of such issuer; (b) With respect to
75% of the value of the total assets of each of the European Portfolio and the
Pacific Portfolio, purchase the securities of any one issuer, if immediately
after such purchase (i) more than 5% of the value of the total assets of the
Portfolio would be invested in securities of such issuer, provided that such
limitation does not apply to the U.S. Government, its agencies or
instrumentalities, or (ii) the Portfolio would own more than 10% of the
outstanding voting securities of such issuer (under the 1940 Act, each
Portfolio may not, under any circumstance, own more than 10% of the
outstanding voting securities of an issuer); (c) With respect to 50% of the
value of the total assets of the International Balanced Portfolio, purchase
the securities of any one issuer, if immediately after such purchase more than
5% of the value of the total assets of the Portfolio would be invested in
securities of such issuer, provided that such limitation does not apply to the
U.S. Government, its agencies or instrumentalities, or (ii) the Portfolio
would own more than 10% of the outstanding voting securities of such issuer
(under the 1940 Act, the Portfolio may not, under any circumstance, own more
than 10% of the outstanding voting securities of an issuer); (d) With respect
to 50% of the value of the total assets of the Emerging Markets Portfolio,
purchase the securities of any one issuer, if immediately after such purchase
more than 5% of the value of the total assets of the Portfolio would be
invested in securities of such issuer, provided that such limitation does not
apply to the U.S. Government, its agencies or instrumentalities; (e) with
respect to the Emerging Markets Portfolio, purchase more than 10% of the
outstanding voting securities of any issuer; 3. Invest in real estate or real
estate mortgage loans, real estate limited partnerships, commodities or
commodity contracts, or interests in oil, gas and/or mineral exploration or
development programs (including mineral leases), except for purchases of
currencies and futures and options and other related contracts as described in
the Prospectus from time to time and except for the purchase of marketable
securities issued by companies that have such interests; 4. Purchase
securities of any other registered investment company, except in connection
with a merger, consolidation, reorganization or acquisition of assets;
provided, however, that each of the European, Pacific, International Balanced
and Emerging Markets Portfolios may also purchase shares of other investment
companies pursuant to Section 12(d)(1)(A) of the 1940 Act; 5. Make investments
in securities for the purpose of exercising control over or managing the
issuer; 6. Make loans, except, to the extent any of such transactions may be
deemed to be loans, for (a) the purchase of publicly distributed debt
securities, (b) entry into repurchase agreements or (c) the lending of its
securities; 7. Purchase securities of any issuer (including any predecessor)
which has been in operation for less than three years if immediately after
such purchase more than 5% of the value of the total assets of the Portfolio
would be invested in such securities; 8. Sell securities short, unless at all
times when a short position is open the Portfolio owns an equal amount of the
securities or of securities convertible into, or exchangeable without payment
of any further consideration for, securities of the same issue as the
securities sold short; 9. Issue securities senior to its common stock or
borrow money, except that the Portfolio may borrow money from banks to provide
greater liquidity or to make additional portfolio investments so long as the
aggregate amount borrowed does not exceed 10% of the value of the European
Portfolio's total assets (including the proceeds of the borrowing) or 25% of
the value of each of the International Equity Portfolio's, the Pacific
Portfolio's, the International Balanced Portfolio's or the Emerging Markets
Portfolio's total assets, as the case may be, (including the proceeds of the
borrowing) immediately after the borrowing and so long as the Portfolio
maintains asset coverage ratios specified in the 1940 Act. This restriction
shall not prevent a Portfolio from entering into reverse repurchase
agreements, provided that reverse repurchase agreements and any transactions
constituting borrowing by the Portfolio may not exceed one-third of the
Portfolio's total assets. 10. Mortgage or pledge any assets except to secure
borrowings permitted under the previous restriction; 11. Purchase the
securities of an issuer if, at the time of such purchase, one or more of the
directors or officers of the Fund or the investment adviser individually own
beneficially more than 0.5% of the outstanding securities of such issuer and
together such trustees, directors and officers owning more than 0.5% own
beneficially more than 5% of such securities; 12. Purchase a security which is
not readily marketable, which is subject to legal or contractual restrictions,
including repurchase agreements and interest rate swaps having more than seven
days remaining to maturity, if, as a result, more than 5% of total assets with
respect to the International Equity Portfolio and more than 15% of total
assets with respect to each of the Pacific Portfolio, the European Portfolio,
the International Balanced Portfolio and the Emerging Markets Portfolio would
consist of such securities; provided that each of the Pacific, European, and
International Balanced Portfolios will not invest more than 5% of its assets
in securities that are restricted from sale to the public until they have been
registered under the 1933 Act; or act as an underwriter, except in connection
with the resale of portfolio securities; or 13. Purchase any securities on
margin, provided that the Portfolio may obtain such short-term credits as may
be necessary for the clearance of purchases and sales of securities and except
that it may make margin deposits in connection with futures contracts.
In order to comply with certain state statutes and policies, the
International Equity Portfolio, the Pacific Portfolio, the European Portfolio,
the International Balanced Portfolio and the Emerging Markets Portfolio each
may not:
1. Purchase warrants if as a result the Portfolio would then have more
than 5% of its net assets (determined at the time of investment) invested in
warrants. Warrants will be valued at the lower of cost or market and
investment in warrants which are not listed on the New York Stock Exchange
("NYSE") or American Stock Exchange ("AMEX") will be limited to 2% of the
Portfolio's net assets (determined at the time of investment). For the purpose
of this limitation, warrants acquired in units or attached to securities are
deemed to be without value.
ADDITIONAL TAX INFORMATION
The following summary addresses the principal United States income tax
considerations regarding the purchase, ownership and disposition of shares in
a Portfolio of the Fund.
General
Each Portfolio intends to qualify and elect to be treated for each
taxable year as a "regulated investment company" under Sections 851-855 of the
Internal Revenue Service Code of 1986, as amended ("the Code"). To so
qualify, a Portfolio must, among other things, (i) derive at least 90% of its
gross income in each taxable year from dividends, interest, proceeds from
loans of stock and securities, gains from the sale or other disposition of
stock, securities or foreign currency, or certain other income (including but
not limited to gains from options, Futures and forward contracts) derived from
its business of investing in stock, securities or currency; (ii) derive less
than 30% of its gross income in each taxable year from the sale or other
disposition of any of the following which was held for less than three months:
(a) stocks or securities, (b) options, Futures or forward contracts (other
than options, Futures or forward contracts on foreign currency), or (c)
foreign currency (or options, Futures or forward contracts on foreign
currency), but only if such currency (or options, Futures or forward
contracts) is not directly related to the Portfolio's principal business of
investing in stock or securities (or options or Futures with respect to stock
or securities); and (iii) diversify its holdings so that, at the end of each
quarter of its taxable year, the following two conditions are met: (a) at
least 50% of the market value of the Portfolio's total assets is represented
by cash, U.S. Government securities, securities of other regulated investment
companies and other securities, with such other securities limited, in
respect of any one issuer, to an amount not greater than 5% of the Portfolio's
assets and not more than 10% of the outstanding voting securities of such
issuer; and (b) not more than 25% of the value of the Portfolio's assets is
invested in securities of any one issuer (other than U.S. Government
securities or securities of other regulated investment companies). The
diversification requirements described above may limit the Portfolio's ability
to engage in hedging transactions by writing or buying options or by entering
into Futures or forward contracts.
Foreign currency gains that are not directly related to a Portfolio's
principal business of investing in stock or securities, or options or forward
contracts thereon, might be excluded by regulations from income that counts
toward the 90% gross income requirement described above.
As a regulated investment company, each Portfolio will not be subject to
U.S. federal income tax on net investment income and net long-term capital
gains distributed to shareholders if, as is intended, the Portfolio
distributes at least 90% of its ordinary income and net short-term capital
gains to the Portfolio's shareholders each year.
Each Portfolio, however, will generally be subject to a nondeductible
excise tax of 4% to the extent that it does not meet certain minimum
distribution requirements as of the end of each calendar year. Each Portfolio
intends to make timely distributions of its income (including any net capital
gains) in compliance with these requirements. As a result, it is anticipated
that each Portfolio will not be subject to the excise tax.
For federal income tax purposes, dividends declared by each Portfolio in
October, November or December as of a record date in such month and which are
actually paid in January of the following year will be treated as if they were
paid on December 31. These dividends will be taxable to shareholders in the
year declared, and not in the year in which shareholders actually receive the
dividend.
Gains or losses that a Portfolio recognizes upon the sale or other
disposition of stock or securities will be treated as long-term capital gains
or losses if the securities have been held by it for more than one year,
except in certain cases where the Portfolio sells the stock or security short
or acquires a put or writes a call thereon. Other gains or losses on the sale
of stock or securities will be short-term capital gains or losses. Gains and
losses on the sale, lapse or other termination of options on stock or
securities will generally be treated as gains and losses from the sale of
stock or securities. If an option written for a Portfolio lapses or is
terminated through a closing transaction the Portfolio may realize a short-
term capital gain or loss, depending on whether the premium income is greater
or less than the amount paid in the closing transaction. If a Portfolio sells
stock or securities pursuant to the exercise of a call option written by it,
the Portfolio will add the premium received to the sale price of the stock or
securities delivered in determining the amount of gain or loss on the sale.
The requirement that a Portfolio derive less than 30% of its gross income from
gains from the sale of stock or securities held for less than three months may
limit the Portfolio's ability to acquire put options or make short sales.
Under the Code, gains or losses attributable to foreign currency
contracts, or to fluctuations in exchange rates between the time a Portfolio
accrues income or receivables or expenses or other liabilities denominated in
a foreign currency and the time the Portfolio actually collects such income or
pays such liabilities, are treated as ordinary income or ordinary loss.
Similarly, gains or losses on the disposition of debt securities held by the
Portfolio denominated in foreign currency, to the extent attributable to
fluctuations in exchange rates between the acquisition and disposition dates,
are also treated as ordinary income or loss.
Forward currency contracts, options and Futures contracts entered into
by a Portfolio may create "straddles" for federal income tax purposes and this
may affect the character and timing of gains or losses realized by the
Portfolio on such contracts or options or on the underlying securities. Under
regulations yet to be issued, straddles may also result in the loss of the
holding period of underlying property, and therefore, the Portfolio's ability
to enter into forward currency contracts, options and Futures contracts may be
limited by the 30% of gross income test described above.
Certain options, Futures and foreign currency contracts held by a
Portfolio at the end of each fiscal year will be required to be "marked to
market" for federal income tax purposes; that is, treated as having been sold
at market value. Sixty percent of any capital gain or loss recognized on
these deemed sales and on actual dispositions will be treated as long-term
capital gain or loss, and the remainder will be treated as short-term capital
gain or loss regardless of how long the Portfolio has held such options or
contracts.
If a Portfolio purchases shares in certain foreign investment entities,
referred to as "passive foreign investment companies," the Portfolio itself
may be subject to U.S. federal income tax and an additional charge in the
nature of interest on a portion of any "excess distribution" from such company
or gain from the disposition of such shares, even if the distribution or gain
is distributed by the Portfolio to its shareholders in a manner that satisfies
the requirements described above. If the Portfolio were able and elected to
treat a passive foreign investment company as a "qualified electing fund," in
lieu of the treatment described above, the Portfolio would be required each
year to include in income, and distribute to shareholders in accordance with
the distribution requirements described above, the Portfolio's pro rata share
of the ordinary earnings and net capital gains of the company, whether or not
actually received by the Portfolio.
Distributions
If the net asset value of shares of a Portfolio is reduced below a
shareholder's cost as a result of distribution by the Portfolio, such
distribution will be taxable even though it represents a return of invested
capital.
Redemption of Shares
Any gain or loss realized on the redemption or exchange of Portfolio
shares by a shareholder who is not a dealer in securities will be treated as
long-term capital gain or loss if the shares have been held for more than one
year, and otherwise as short-term capital gain or loss.
However, any loss realized by a shareholder upon the redemption or
exchange of Portfolio shares held six months or less will be treated as long-
term capital loss to the extent of any long-term capital gain distributions
received by the shareholder with respect to such shares. Additionally, any
loss realized on a redemption or exchange of Portfolio shares will be
disallowed to the extent the shares disposed of are replaced within a period
of 61 days beginning 30 days before and ending 30 days after such disposition,
such as pursuant to reinvestment of dividends in Portfolio shares.
IRA AND OTHER PROTOTYPE RETIREMENT PLANS
Copies of the following plans with custody or trust agreements have been
approved by the Internal Revenue Service and are available from the Fund or
Smith Barney; investors should consult with their own tax or retirement
planning advisors prior to the establishment of a plan.
IRA, Rollover IRA and Simplified Employee Pension - IRA
The Small Business Job Protection Act of 1996 changed the eligibility
requirements for participants in Individual Retirement Accounts ("IRAs").
Under these new provisions, if you or your spouse have earned income, each of
you may establish an IRA and make maximum annual contributions equal to the
lesser of earned income or $2,000. As a result of this legislation, married
couples where one spouse is non-working may now contribute a total of $4,000
annually to their IRAs.
If you or your spouse is an active participant in an employer-sponsored
retirement plan, a deduction for contributions to an IRA might still be
allowed in full or in part, depending on your combined adjusted gross income.
For married couples filing jointly, a full deduction for contributions to an
IRA will be allowed where the couples' adjusted gross income is below $40,001
($25,001 for an unmarried individual); a partial deduction will be allowed
when adjusted gross income is between $40,001 - $50,000 ($25,001-$35,000 for
an unmarried individual); and no deduction when adjusted gross income is
$50,000 ($35,000 for an unmarried individual).
A Rollover IRA is available to defer taxes on lump sum payments and
other qualifying rollover amounts (no maximum) received from another
retirement plan.
An employer who has established a Simplified Employee Pension - IRA
("SEP-IRA") on behalf of eligible employees may make a maximum annual
contribution to each participant's account of 15% (up to $24,000) of each
participant's compensation. Compensation is capped at $160,000 for 1997.
Paired Defined Contribution Prototype
Corporations (including Subchapter S corporations) and non-corporate
entities may purchase shares of the Fund through the Smith Barney Prototype
Paired Defined Contribution Plan (the "Prototype"). The Prototype permits
adoption of profit-sharing provisions, money purchase pension provisions, or
both, to provide benefits for eligible employees and their beneficiaries. The
Prototype provides for a maximum annual tax deductible contribution on behalf
of each Participant of up to 25% of compensation, but not to exceed $30,000
(provided that a money purchase pension plan or both a profit-sharing plan and
a money purchase pension plan are adopted thereunder).
PERFORMANCE INFORMATION
From time to time the Fund may advertise a Portfolio's total return,
average annual total return and yield in advertisements. In addition, in other
types of sales literature the Fund may include a Portfolio's current dividend
return. These figures are based on historical earnings and are not intended to
indicate future performance. The total return shows what an investment in the
Portfolio would have earned over a specified period of time (one, five or ten
years) assuming the payment of the maximum sales load when the investment was
first made, that all distributions and dividends by the Portfolio were
invested on the reinvestment dates during the period less all recurring fees.
The average annual total return is derived from this total return, which
provides the ending redeemable value. The Fund may also quote the Portfolio's
total return for present shareholders that eliminates the sales charge on the
initial investment. The following chart reflects the financial performance of
the Portfolios through the period ended October 31, 1996 for the one, and five
year periods and since inception:
Average Annual Total Returns
SEC Returns
<TABLE>
<CAPTION>
<S>
Name of Portfolio
Clas
s
<C>
1 Year
<C>
5 Year
Annuali
zed
<C>
5 Year
Cumulat
ive
<C>
Since Inception
Annuali
zed
<C>
Since Inception
Cumulat
ive
International Equity1
inception: 11-22-91
A
inception: 11-7-94
B
inception: 1-4-93
C
inception: 6-16-94
Y
4.31%
3.89%
7.85%
10.19%
8.96%
--
--
--
53.70%
10.16%*
(0.83%)
11.46%
3.72%
163.45%
*
(1.65%)
51.44%
9.08%
Global Government Bond
inception: 7-22-91
A
inception: 11-18-94
B
inception: 1-4-93
C
inception: 2-19-93
Y
4.49%
4.33%
7.9%
9.82%
6.87%
--
--
--
--
--
--
--
8.15%
8.78%
8.52%
8.62%
51.27%
17.86%
36.63%
35.68%
International Balanced
inception: 8-25-94
A
inception: 11-7-94
B
inception: 8-25-94
C
inception: 2-7-96
Y
7.15%
7.05%
10.99%
NA
--
--
--
--
--
--
--
--
7.31%
7.89%
9.03%
8.21%H
16.67%
16.26%
20.81%
8.21%
Pacific
inception: 2-7-94 A
inception: 11-7-94
B
inception: 2-11-94
C
(3.96)%
(4.80)%
(0.70)%
--
--
--
--
--
--
(8.97)%
(12.91)
%
(7.94)%
(22.64)
%
(23.97)
%
(20.16)
%
European
inception: 2-7-94 A
inception: 11-7-94
B
inception: 2-14-94
C
12.74%
12.72%
16.78%
--
--
--
--
--
--
10.78%
14.94%
12.29%
32.27%
31.82%
36.94%
Emerging Markets
inception: 5-12-95
A
inception: 5-12-95
B
inception: 5-12-95
C
3.78%
3.44%
7.44%
--
--
--
--
--
--
(2.97)%
(3.00)%
(0.28)%
(4.35)%
(4.40)%
(0.42)%
</TABLE>
1 The International Equity Portfolio's performance record includes the
performance of the Fenimore International Fund through November 22, 1991. The
shareholders of the Fenimore International Fund approved a reorganization with
the Portfolio at their October 31, 1991 shareholder's meeting. As a result,
all shares of the Fenimore International Fund were exchanged at the close of
business on November 22, 1991 fore shares of the Portfolio. Prior to November
22, 1991 the Portfolio had not made an offering of its shares.
* These numbers represent the financial performance for the ten-year period
ended October 31, 1996.
H Total return is not annualized, as it may not be representative of the
total teturn for the year.
Note that, prior to November 7, 1994, (i) with respect to each
Portfolio, Class C shares were designated as Class B shares; and (ii) with
respect to Global Government Bond Portfolio, Class Y shares were designated as
Class C shares. Note further, that effective October 3, 1994, with respect to
the International Equity, International Balanced, European and Pacific
Portfolios, Class C shares of each such Portfolio were reclassified as
additional Class A shares.
The Global Government Bond Portfolio's yield is computed by dividing the
net investment income per share earned during a specified thirty day period by
the maximum offering price per share on the last day of such period and
analyzing the result. For purposes of the yield calculation, interest income
is determined based on a yield to maturity percentage for each long-term debt
obligation in the portfolio; income on short-term obligations is based on
current payment rate.
The Fund calculates current dividend return for each Portfolio by
dividing the dividends from investment income declared during the most recent
twelve months by the net asset value or the maximum public offering price
(including sales charge) on the last day of the period for which current
dividend return is presented. From time to time, the Fund may include the
Portfolio's current dividend return in information furnished to present or
prospective shareholders and in advertisements.
Each Portfolio's current dividend return may vary from time to time
depending on market conditions, the composition of its investment portfolio
and operating expenses. These factors and possible differences in the methods
used in calculating current dividend return should be considered when
comparing the Portfolio's current dividend return to yields published for
other investment companies and other investment vehicles. Current dividend
return should also be considered relative to changes in the value of the
Portfolio's shares and to the risks associated with the Portfolio's investment
objective and policies. For example, in comparing current dividend returns
with those offered by Certificates of Deposit ("CDs"), it should be noted that
CDs are insured (up to $100,000) and offer a fixed rate of return.
Performance information may be useful in evaluating a Portfolio and for
providing a basis for comparison with other financial alternatives. Since the
performance of the Portfolio changes in response to fluctuations in market
conditions, interest rates and Portfolio expenses, no performance quotation
should be considered a representation as to the Portfolio's performance for
any future period.
A Portfolio may from time to time compare its investment results with
the following:
(1) Various Salomon Brothers World Bond Indices and J.P. Morgan
Global Bond Indices, which measure the total return performance of
high-quality securities in major sectors of the worldwide bond
markets.
(2) The Shearson Lehman Government/Corporate Bond Index, which is
a comprehensive measure of all public obligations of the U.S.
Treasury (excluding flower bonds and foreign targeted issues), all
publicly issued debt of agencies of the U.S. Government (excluding
mortgage-backed securities), and all public, fixed-rate, non-
convertible investment grade domestic corporate debt rated at
least Baa by Moody's Investors Service ("Moody's") or BBB by
Standard and Poor's Ratings Group ("S&P"), or, in the case of
nonrated bonds, BBB by Fitch Investors Service (excluding
Collateralized Mortgage Obligations).
(3) Average of Savings Accounts, which is a measure of all kinds
of savings deposits, including longer-term certificates (based on
figures supplied by the U.S. League of Savings Institutions).
Savings accounts offer a guaranteed rate of return on principal,
but no opportunity for capital growth. During a portion of the
period, the maximum rates paid on some savings deposits were fixed
by law.
(4) The Consumer Price Index, which is a measure of the average
change in prices over time in a fixed market basket of goods and
services (e.g., food, clothing, shelter, fuels, transportation
fares, charges for doctors' and dentists' services, prescription
medicines, and other goods and services that people buy for day-
to-day living).
(5) Data and mutual fund rankings published or prepared by Lipper
Analytical Services, Inc., which ranks mutual funds by overall
performance, investment objectives and assets.
(6) Ibbottson Associates International Bond Index, which provides
a detailed breakdown of local market and currency returns since
1960.
(7) Standard & Poor's 500 Index ("S&P 500") which is a widely
recognized index composed of the capitalization-weighted average
of the price of 500 of the largest publicly traded stocks in the
U.S.
(8) Salomon Brothers Broad Investment Grade Index which is a
widely used index composed of U.S. domestic government, corporate
and mortgage-back fixed income securities.
(9) Dow Jones Industrial Average which is a price-weighted average
of 30 actively traded stocks of highly reputable companies
prepared by Dow Jones & Co.
(10) Financial News Composite Index.
(11) Morgan Stanley Capital International World Indices,
including, among others, the Morgan Stanley Capital International
Europe, Australia, Far East Index ("EAFE Index"). The EAFE Index
is an unmanaged index of more than 800 companies of Europe,
Australia and the Far East.
(12) Data and comparative performance rankings published or
prepared by CDA Investment Technologies, Inc.
(13) Data and comparative performance rankings published or
prepared by Wiesenberger Investment Company Service.
Indices prepared by the research departments of such financial
organizations as Salomon Brothers, Inc., Merrill Lynch, Bear Stearns & Co.,
Inc., Morgan Stanley, and Ibbottson Associates may be used, as well as
information provided by the Federal Reserve Board. In addition, performance
rankings and ratings reported periodically in national financial publications,
including but not limited to Money Magazine, Forbes, Business Week, The Wall
Street Journal and Barron's may also be used.
DETERMINATION OF NET ASSET VALUE
The net asset value of each Portfolio's shares will be determined on any
day that the NYSE is open. The NYSE is closed on the following holidays: New
Year's Day, President's Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.
REDEMPTION OF SHARES
In conformity with applicable rules of the SEC, redemptions may be paid
in portfolio securities, in cash or any combination of both, as the Board of
Directors may deem advisable; however, payments shall be made wholly in cash
unless the Board of Directors believes that economic conditions exist that
would make such a practice detrimental to the best interests of the Fund and
its remaining shareholders. If a redemption is paid in portfolio securities,
such securities will be valued in accordance with the procedures described
under "Determination of Net Asset Value" in the Prospectus and a shareholder
would incur brokerage expenses if these securities were then converted to
cash.
INVESTMENT MANAGEMENT AGREEMENT AND OTHER SERVICES
Manager
The Management Agreement for the Global Government Bond Portfolio
provides for an annual fee calculated at the rate of 0.75% of the Portfolio's
average daily net assets, paid monthly; each of the Management Agreements for
the International Equity Portfolio, the Pacific Portfolio, the European
Portfolio and the International Balanced Portfolio provides for an annual fee
calculated at the rate of 0.85% of the Portfolio's average daily net assets,
paid monthly; and the Management Agreement for the Emerging Markets Portfolio
provides for an annual fee calculated at the rate of 1.00% of the Portfolio's
average daily net assets, paid monthly.
For the fiscal years 1994, 1995 and 1996, the management fees for each
Portfolio were as follows:
Portfolio
1994
1995
1996
International Equity
$5,320,716
$8,452,273
$10,047,384
Global Government
Bond
615,294
901,693
1,150,340
European
34,637
202,500
314,805
Pacific
58,231
74,052
82,839
International
Balanced
33,036
213,800
274,278
Emerging Markets
--
69,254
227,869
For the fiscal period ending October 31, 1994, the manager waived $34,637,
$25,439 and $29,801 of management fees for the European, Pacific and
International Balanced Portfolios, respectively, and reimbursed the European
Portfolio for expenses in the amount of $10,344.
For the year ended October 31, 1995, the manager waived $8,684, $74,052,
$87,233 and $64,107 of management fees for European, Pacific, International
Balanced and Emerging Markets Portfolios, respectively, and agreed to
reimburse the Pacific Portfolio for expenses in the amount of $30,862.
Each Management Agreement further provides that all other expenses not
specifically assumed by the Manager under the Management Agreement on behalf
of the Portfolio are borne by the Fund. Expenses payable by the Fund include,
but are not limited to, all charges of custodians (including sums as custodian
and sums for keeping books and for rendering other services to the Fund) and
shareholder servicing agents, expenses of preparing, printing and distributing
all prospectuses, proxy material, reports and notices to shareholders, all
expenses of shareholders' and directors' meetings, filing fees and expenses
relating to the registration and qualification of the Fund's shares and the
Fund under Federal or state securities laws and maintaining such registrations
and qualifications (including the printing of the Fund's registration
statements), fees of auditors and legal counsel, costs of performing portfolio
valuations, out-of-pocket expenses of directors and fees of directors who are
not "interested persons" as defined in the Act, interest, taxes and
governmental fees, fees and commissions of every kind, expenses of issue,
repurchase or redemption of shares, insurance expense, association membership
dues, all other costs incident to the Fund's existence and extraordinary
expenses such as litigation and indemnification expenses. Direct expenses are
charged to each Portfolio; general corporate expenses are allocated on the
basis of the relative net assets. Smith Barney Mutual Funds Management Inc.,
the investment manager of the Fund, also acts as investment adviser to
numerous other open-end investment companies. Smith Barney serves as
investment manager of The Inefficient-Market Fund, Inc., a closed-end
investment company. Smith Barney also advises profit-sharing and pension
accounts. Smith Barney and its affiliates may in the future act as investment
advisers for other accounts.
One of the states in which the shares of the Fund are qualified for sale
imposes limitations on the expenses of the Fund. Although there is no
certainty that the state limitation will be in effect in the future, these
limitations on an annual basis are currently 2.5% of the first $30 million of
average daily net assets, 2% of the next $70 million of average daily net
assets and 1.5% of the average daily net assets in excess of $100 million.
Distributor
For the year ended October 31, 1996, the table below represents the fees
which have been accrued and/or paid to Smith Barney under the Plans of
Distribution pursuant to Rule 12b-1 for the Fund's Portfolios. The
distribution expenses for 1996 included compensation of financial consultants
and printing costs of prospectuses and marketing materials.
Pursuant to a Plan of Distribution adopted by the Fund on behalf of each
Portfolio under Rule 12b-1 under the 1940 Act (the "Plan"), Smith Barney
incurs the expenses of distributing the Fund's Class A, Class B and Class C
shares. See "Management of the Fund--Distributor" in the Prospectus.
Portfolio
Class A
Class B
Class C
Total
International
Equity
$1,284,971
1,811,343
2,370,218
5,466,532
Global Government
Bond
$285,589
226,135
27,795
539,519
European
$25,498
252,229
16,760
294,487
Pacific
$12,618
28,150
19,009
59,777
International
Balanced
$41,971
44,612
46,666
133,249
Emerging Markets
$23,462
111,672
22,758
157,892
During the fiscal years 1994, 1995 and 1996 aggregate sales commissions
of $8,638,000, $1,929,000 and $1,438,000, respectively, were paid to Smith
Barney by the purchasers of Fund shares. A contingent deferred sales charge
("CDSC") may be imposed on certain redemptions of Class A, Class B shares and
Class C shares. The amount of the CDSC will depend on the number of years
since the shareholder made the purchase payment from which the amount is being
redeemed. For Class B shares, for each of the Fund's Portfolios except the
Global Government Bond Portfolio, the maximum CDSC is 5.00% of redemption
proceeds, declining by 1.00% each year after the date of purchase to zero. For
Class B shares of each of the Global Government Bond Portfolio the maximum
CDSC is 4.50% of redemption proceeds, declining by 0.50% the first year after
purchase and by 1.00% each year thereafter to zero. A CDSC of 1.00% is imposed
on redemptions of Class A which when combined with Class A shares offered with
a sales charge currently held by an investor equal or exceed $500,000 in the
aggregate and Class C shares if such redemptions occur within 12 months from
the date such investment was made. Any sales charge imposed on redemptions is
paid to the distributor of the Fund shares.
Smith Barney will pay for the printing, at printer's overrun cost, of
prospectuses and periodic reports after they have been prepared, set in type
and mailed to shareholders, and will also pay the cost of distributing such
copies used in connection with the offering to prospective investors and will
also pay for supplementary sales literature and other promotional costs. Such
expenses incurred by Smith Barney are distribution expenses within the
meaning of the Plan and may be paid from amounts received by Smith Barney
from the Fund under the Plan.
Brokerage and Portfolio Transactions
The Manager is responsible for allocating the Fund's brokerage. Orders
may be directed to any broker including, to the extent and in the manner
permitted by applicable law, Smith Barney . No Portfolio will deal with Smith
Barney in any transaction in which Smith Barney acts as principal.
The Fund attempts to obtain the most favorable execution of each
portfolio transaction in the International Equity Portfolio, the Pacific
Portfolio, the European Portfolio, the International Balanced Portfolio and
the Emerging Markets Portfolio, that is, the best combination of net price
and prompt reliable execution. In the opinion of the Manager, however, it is
not possible to determine in advance that any particular broker will actually
be able to effect the most favorable execution because, in the context of a
constantly changing market, order execution involves judgments as to price,
commission rates, volume, the direction of the market and the likelihood of
future change. In making its decision as to which broker or brokers are most
likely to provide the most favorable execution, the management of the Fund
takes into account the relevant circumstances. These include, in varying
degrees, the size of the order, the importance of prompt execution, the
breadth and trends of the market in the particular security, anticipated
commission rates, the broker's familiarity with such security including its
contacts with possible buyers and sellers and its level of activity in the
security, the possibility of a block transaction and the general record of the
broker for prompt, competent and reliable service in all aspects of order
processing, execution and settlement.
Commissions are negotiated and take into account the difficulty involved
in execution of a transaction, the time it took to conclude, the extent of the
broker's commitment of its own capital, if any, and the price received.
Anticipated commission rates are an important consideration in all trades and
are weighed along with the other relevant factors affecting order execution
set forth above. In allocating brokerage among those brokers who are believed
to be capable of providing equally favorable execution, the Fund takes into
consideration the fact that a particular broker may, in addition to execution
capability, provide other services to the Fund such as research and
statistical information. It is not possible to place a dollar value on such
services nor does their availability reduce the Manager's expenses in a
determinable amount. These various services may, however, be useful to the
Manager or Smith Barney in connection with its services rendered to other
advisory clients and not all such services may be used in connection with the
Fund.
The Board of Directors of the Fund has adopted certain policies and
procedures incorporating the standard of Rule 17e-1 issued by the SEC under
the 1940 Act which requires that the commissions paid to Smith Barney must be
"reasonable and fair compared to the commission fee or other remuneration
received or to be received by other brokers in connection with comparable
transactions involving similar securities during a comparable period of time."
The Rule and the policy and procedures also contain review requirements and
require the Manager to furnish reports to the Board of Directors and to
maintain records in connection with such reviews.
In placing orders for the Global Government Bond Portfolio's
transactions, the Manager seeks to obtain the best net results. The Manager
has no agreement or commitment to place orders with any broker-dealer. Debt
securities are generally traded on a "net" basis with a dealer acting as
principal for its own account without stated commission, although the price of
the security usually includes a profit to the dealer. United States and
foreign government securities and money market instruments are generally
traded in the OTC markets. In underwritten offerings, securities are usually
purchased at a fixed price which includes an amount of compensation to the
underwriter. On occasion, securities may be purchased directly from an
issuer, in which case no commissions or discounts are paid. Dealers may
receive commissions on Futures, currency and options transactions purchased on
behalf of the Portfolio. Commissions or discounts in foreign securities
exchanges or OTC markets typically are fixed and generally are higher than
those in U.S. securities exchanges or OTC markets.
Shown below are the total brokerage fees paid by the Fund on behalf of
the International Equity Portfolio, European Portfolio, Pacific Portfolio,
International Balanced Portfolio and the Emerging Markets Portfolio during
1994, 1995 and 1996. Also shown is the portion paid to Smith Barney and the
portion paid to other brokers for the execution of orders allocated in
consideration of research and statistical services or solely for their ability
to execute the order. During fiscal year 1996, the total amount of
commissionable transactions was $1,270,685,718, of which $16,611,068 (1%) was
directed to Smith Barney and executed by unaffiliated brokers and
$1,254,074,650 (99%) of which was directed to other brokers.
Commissions
For Execution Only
<TABLE>
<CAPTION>
<S>
<C>
Total
<C>
To Smith Barney
<C>
To Others
1994.......
..........
$3,703,484
133,558* (3.61%)
3,569,926 (96.39%)
1995.......
..........
2,907,454
38,786* (1.33%)
2,868,668 (98.67%)
1996.......
..........
3,971,236
31,857* (.80%)
3,939,379 (99.20%)
</TABLE>
_________________
* Directed to Smith Barney and executed by unaffiliated brokers.
CUSTODIAN
Portfolio securities and cash owned by the Fund are held in the custody
of The Chase Manhattan Bank, Chase Metrotech Center, Brooklyn, New York 11245
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP, 345 Park Avenue, New York, New York 10154, has been
selected as the Fund's independent auditors to examine and report on the
financial statements and financial highlights of the Fund for its fiscal year
ending October 31, 1997.
VOTING
As permitted by Maryland law, there will normally be no meetings of
shareholders for the purpose of electing directors unless and until such time
as less than a majority of the directors holding office have been elected by
shareholders. At that time, the directors then in office will call a
shareholders' meeting for the election of directors. The directors must call
a meeting of shareholders for the purpose of voting upon the question of
removal of any director when requested in writing to do so by the record
holders of not less than 10% of the outstanding shares of the Fund. At such a
meeting, a director may be removed after the holders of record of not less
than a majority of the outstanding shares of the Fund have declared that the
director be removed either by declaration in writing or by votes cast in
person or by proxy. The Fund will assist shareholders in calling such a
meeting as required by the Act. Except as set forth above, the directors shall
continue to hold office and may appoint successor directors.
As used in the Prospectus and this Statement of Additional Information,
a "vote of a majority of the outstanding voting securities" means the
affirmative vote of the lesser of (a) more than 50% of the outstanding shares
of the Fund (or the affected Portfolio or class) or (b) 67% or more of such
shares present at a meeting if more than 50% of the outstanding shares of the
Fund (or the affected Portfolio or class) are represented at the meeting in
person or by proxy.
The following table contains a list of shareholders who of record or
beneficially owned at least 5% of the outstanding shares of a particular class
of shares of a Portfolio of the Fund as of January 31, 1997.
Global Government Bond Portfolio
Class C
Robert J. & Linda Horbal TTEES
FBO Richard J. Horbal MD PC Employee Retirement Plan
UAD 12/01/82
4196 Old Pine Trail
Midland, MI 48642
owned 33,488.427 (10.4667%) shares
Class Y
Smith Barney Concert Series, Inc.
Growth Portfolio
PNC Bank, NA
Attn: Beverly Timson
200 Stevens Drive
Suite 440
Lester, PA 19113-1522
owned 1,639,827.438 (99.7418%) shares
International Balanced Portfolio
Class Y
Smith Barney Concert Series, Inc.
Balanced Portfolio
PNC Bank, NA
Attn: Beverly Timson
200 Stevens Drive
Suite 440
Lester, PA 19113-1522
owned 1,595,788.022 (87.6920%) shares
Smith Barney Concert Series, Inc.
Conservative Portfolio
PNC Bank, NA
Attn: Beverly Timson
200 Stevens Drive
Suite 440
Lester, PA 19113-1522
owned 223,974.818 (12.3079%) shares
International Equity Portfolio
Class Y
Smith Barney Concert Series, Inc.
High Growth Portfolio
PNC Bank, NA
Attn: Beverly Timson
200 Stevens Drive
Suite 440
Lester, PA 19113-1522
owned 3,149,062.422 (25.4303%) shares
Smith Barney Concert Series, Inc.
Growth Portfolio
PNC Bank, NA
Attn: Beverly Timson
200 Stevens Drive
Suite 440
Lester, PA 19113-1522
owned 2,020,641.953 (16.3177%) shares
Wachovia Bank of North Carolina, NA TTEE
USAA Retirement Trust
Attn: Mutual Funds MC: NC-31051
301 North Main Street
Winston-Salem, NC 27150
owned 1,866,871.954 (15.0760%) shares
Wachovia Bank of North Carolina, NA
Successor Trustee U/A DRD 7-1-95
USAA Savings & Investment Plan
Attn: Mutual Funds MC: NC-31051
301 North Main Street
Winston-Salem, NC 27150
owned 1,585,548.105 (12.8041%)
California State Automobile Association
Inter-IMS Bureau
Attn: Carol Gibbons
100 Van Ness Avenue
San Francisco, CA 94102-5292
owned 763,127.598 (6.1626%) shares
Grand Lodge of Free and Accepted Masons of Pennsylvania
c/o Smith Barney Shearson
Attn: Robert Battel
1345 Avenue of the Americas
New York, NY 10105
owned 713,411.692 (5.7611%) shares
Pacific Portfolio
Class A
Smith Barney Holdings Inc.
Attn: J. Conahan
388 Greenwich Street
9th Floor
New York, NY 10013-2375
owned 77,355,315 (21.3664 %) shares
FINANCIAL STATEMENTS
The following financial information is hereby incorporated by reference to the
indicated pages of the Fund's 1996 Annual Report to Shareholders, copies of
which are furnished with this Statement of Additional Information.
<TABLE>
<CAPTION>
<S>
<C>
Page(s) in
Annual
Report
(Int'l
Equity)
<C>
Page(s) in
Annual
Report
(Global
Gov't)
<C>
Page(s) in
Annual
Report
(European,
Pacific &
Int'l
Bal'd)
<C>
Page(s) in
Annual
Report
(Emerging
Markets)
Average Annual Total Return
8
10
11,14,17
8
Line Graph Showing Growth of
$10,000 Investment
10
11
12,15,18
9
Statements of Assets and
Liabilities
16
13
27-28
15
Statements of Operations
17
14
29
16
Statement of Changes in Net
Assets
18
15
30-32
17
Notes to Financial Statements
19-25
16-23
33-43
18-23
Financial Highlights
26-28
24-26
44-49
24-26
Independent Auditor's Report
29
27
50
27
</TABLE>
APPENDIX - RATINGS OF DEBT OBLIGATIONS
BOND (AND NOTE) RATINGS
Moody's Investors Service, Inc. ("Moody's")
Aaa - Bonds that 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 edge." 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 that 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 that make the long term risks appear somewhat larger
than in "Aaa" securities.
A - Bonds that 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 that suggest a susceptibility to impairment sometime
in the future.
Baa - Bonds that 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 that 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 that are rated B generally lack characteristics of desirable
investments. 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 that are rated Caa are of poor standing. These issues may
be in default or present elements of danger may exist with respect to
principal or interest.
Ca - Bonds that are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
short-comings.
C - Bonds that 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 the numerical modifiers 1, 2 and 3 in each generic
rating classification from Aa through B. 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.
Standard & Poor's Ratings Group ("Standard & Poors")
AAA - Debt rated "AAA" has the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely strong.
AA - Debt rated "AA" has a very strong capacity to pay interest and
repay principal and differs from the highest rated issues only in small
degree.
A - Debt rated "A" has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.
BBB - Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for debt in this category than in higher rated categories.
BB, B and CCC - Bonds rated BB and B are regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB represents a
lower degree if speculation than B and CCC 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.
C - The rating C is reserved for income bonds on which no interest is
being paid.
D - Bonds rated D are in default, and payment of interest and/or
repayment of principal is in arrears.
S&P's letter ratings may be modified by the addition of a plus or a
minus sign, which is used to show relative standing within the major rating
categories, except in the AAA category.
COMMERCIAL PAPER RATINGS
Moody's Investors Service, Inc.
Issuers rated "Prime-1" (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by the following
characteristics: 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; well-established access to a range of financial markets and
assured sources of alternate liquidity.
Issuers rated "Prime-2" (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.
Standard & Poor's Ratings Group
A-1 - This designation indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined
to possess overwhelming safety characteristics will be denoted with a plus (+)
sign designation.
A-2 - Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as high as for issues
designated A-1.
PART C Other Information
Item 24. Financial Statements and Exhibits
(a) Financial Statements
Location in:
Part A Part B
Annual
Report
Statements of Assets and Liabilities -- *
Statements of Operations -- *
Statements of Changes in Net Assets -- *
Notes to Financial Statements -- *
* The Registrant's Annual Reports for the fiscal year ended October 31,
1996 and the Reports of Independent Accountants dated December 20, 1996 are
incorporated by reference to the N-30D filed on January 29, 1997 as Accession
# 0000091155-97-51.
All other statements and schedules are omitted because they are not applicable
or the required information will be shown in the financial statements or notes
thereto.
(b) Exhibits
(1) (a) Articles of Incorporation (1)
(b) Articles Supplementary to Articles of Incorporation for
International Equity Portfolio (2)
(c) Articles of Amendment to the Articles of Incorporation
for the Fund dated November 10, 1992 (3)
(d) Articles Supplementary to Articles of Incorporation for
the Fund dated December 8, 1992 (3)
(e) Articles Supplementary to Articles of Incorporation for
Pacific Portfolio and European Portfolio(10)
(f) Articles Supplementary to Articles of Incorporation for
International Balanced Portfolio (11)
(g) Form of Articles Supplementary to Articles of
Incorporation for Emerging Markets Portfolio(12)
(h) Articles of Amendment to the Articles of Incorporation
for the Fund dated June 4, 1991(13)
(i) Articles Supplementary to Articles of Incorporation for
the Fund dated July 13, 1994 (13)
(j) Articles of Amendment to Articles of Incorporation for
the Fund dated November 3, 1994(13)
(k) Articles of Amendment to Articles of Incorporation for
the Fund dated November 3, 1994(13)
(l) Articles Supplementary to Articles of Incorporation for
the Fund dated November 3, 1994(13)
(m) Articles Supplementary to Articles of Incorporation for
Emerging Markets Portfolio dated November 10, 1994(13)
(2) Bylaws (4)
(3) None
(4) Form of Stock Certificates for the International
Equity Portfolio, the Global Government Bond
Portfolio, the Pacific Portfolio and the European
Portfolio (9)
(5) Form of Management Agreement
(a) --Global Government Bond Portfolio (*)
(b) --International Equity Portfolio (*)
(c) --Pacific Portfolio (*)
(d) --European Portfolio (*)
(e) --International Balanced Portfolio (*)
(f) --Emerging Markets Portfolio (*)
(g) Form of Subadvisory Agreements(*)
(6) (i) Form of Distribution Agreement (*)
(ii) Form of Selling Group Agreement (5)
(7) Not applicable
(8) (i) Form of Custodian Agreement (15)
(ii) Form of Transfer Agency Agreement (*)
(9) Not applicable
(10) Opinion and Consent of Counsel (6)
(11) (i) Auditor's Report (See the Annual Report to Shareholders
which is incorporated by reference in the Statement of
Additional Information)
(ii) Auditors' Consent (*)
(12) Not applicable
(13) Form of Subscription Agreement (4)
(14) IRA Agreement (6)
(15) Amended Plan of Distribution Pursuant to Rule 12b-1
(a) Global Government Bond Portfolio (*)
(b) International Equity Portfolio (*)
(c) Pacific Portfolio (*)
(d) European Portfolio (*)
(e) International Balanced Portfolio (*)
(f) Emerging Markets Portfolio(*)
(16) Schedule of Performance Quotations (8)
(17) Financial Data Schedule (*)
(18) Rule 18f-3 Plan (14)
(1) Previously filed on March 25, 1991.
(2) Previously filed on September 24, 1992.
(3) Previously filed on December 21, 1992.
(4) Previously filed on May 27, 1991.
(5) Previously filed on August 8, 1991.
(6) Previously filed on June 17, 1991.
(7) (Intentionally left blank)
(8) Previously filed on January 17, 1992.
(9) Previously filed on November 5, 1993.
(10)Previously filed on January 4, 1994.
(11)Previously filed on July 27, 1994.
(12)Previously filed on October 31, 1994.
(13)Previously filed on February 28, 1995.
(14)Previously filed on February 28, 1996.
(15)Previously filed on December 27, 1996.
* Filed herewith.
Item 25. Persons Controlled by or under Common Control with Registrant
None.
Item 26. Number of Holders of Securities
Number of Record holders
Title of Class On January 31, 1997
Global Government Bond Portfolio 10,583
International Equity Portfolio 91,051
Pacific Portfolio 988
European Portfolio 5,521
International Balanced Portfolio 2,338
Emerging Markets Portfolio 3,990
Item 27. Indemnification
Reference is made to Article IX, or Registrant's Articles of
Incorporation for a complete statement of its terms.
Registrant is a named assured on a joint insured bond pursuant
to Rule 17g-1 of the Investment Company Act of 1940. Other
assureds include Smith, Barney Mutual Funds Management, Inc.
(Registrant's Adviser) and affiliated investment companies.
Item 28. Business and other Connections of Investment Adviser
See the material under the caption "Management of the Fund" included in
Part A (Prospectus) of this Registration Statement and the material
appearing under the caption "Management Agreement" included in Part B
(Statement of Additional Information) of this Registration Statement.
Information as to the Directors and Officers of Smith Barney Mutual Funds
Management Inc. is included in its Form ADV (File No. 801-8314), filed
with the Commission, which is incorporated herein by reference thereto.
Item 29. Principal Underwriters
(a) Smith Barney Inc. ("Smith Barney ") also acts as principal
underwriter for Smith Barney Money Funds, Inc.; Smith Barney Muni Funds; Smith
Barney Funds, Inc., Smith Barney Variable Account Funds; Smith Barney
Intermediate Municipal Fund, Inc., Smith Barney Municipal Fund, Inc., High
Income Opportunity Fund Inc., Travelers Series Fund Inc., Greenwich Street
California Municipal Fund Inc., The Inefficient-Market Fund, Inc., Smith
Barney Adjustable Rate Government Income Fund, Smith Barney Equity Funds,
Smith Barney Income Funds, Smith Barney Massachusetts Municipals Fund, Zenix
Income Fund Inc., Smith Barney Arizona Municipals Fund Inc., Smith Barney
Principal Return Fund, Municipal High Income Fund Inc., The Trust for TRAK
Investments, Smith Barney Series Fund, Smith Barney Investment Trust, Smith
Barney Oregon Municipals Fund Inc., Smith Barney Municipal Money Market Fund,
Inc., Smith Barney Aggressive Growth Fund Inc., Smith Barney Appreciation Fund
Inc., Smith Barney California Municipals Fund Inc., Smith Barney Fundamental
Value Fund Inc., Smith Barney Managed Governments Fund Inc., Smith Barney
Managed Municipals Fund Inc., Smith Barney New Jersey Municipals Fund Inc.,
Smith Barney Natural Resources Fund Inc., Smith Barney Investment Funds Inc.,
Smith Barney Institutional Cash Management Fund Inc., The Italy Fund Inc.,
Smith Barney Telecommunications Trust, Managed Municipals Portfolio Inc.,
Managed Municipals Portfolio II Inc., Smith Barney Concert Series Inc.,
Managed High Income Portfolio Inc. and Greenwich Street Municipal fund Inc.
(b) The information required by this Item 29 with respect to each
director and officer of Smith Barney is incorporated by reference to Schedule
A of Form BD filed by Smith Barney pursuant to the Securities Exchange Act of
1934 (SEC File No. 8-8177)
(c) Not applicable
Item 30. Location of Accounts and Records
The Chase Manhattan Bank of New York, Chase Metrotech
Center, Brooklyn, New York 11245, and First Data Investor Services
Group, Inc., 53 State Street, Boston, Massachusetts 02109, will
maintain the custodian and the shareholder servicing agent
records, respectively, required by Section 31(a).
All other records required by Section 31 (a) are maintained
at the offices of the Registrant at 388 Greenwich Street, New
York, New York 10013 (and preserved for the period specified by
Rule 31a-2).
Item 31. Management Services
Not applicable
Item 32. Undertakings
(a) Not applicable
(b) Registrant undertakes, if requested to do so by holders
of at least 10% of Registrant's outstanding shares, to call a
meeting of shareholders for the purpose of voting upon the
questions of removal of a director or directors and to assist in
communications with other shareholders as required by Section
16(c).
(c) Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of Registrant's latest report
to shareholders, upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485 (b) under the Securities Act
of 1933 and has duly caused this Post-Effective Amendment to its Registration
Statement to be signed on its behalf by the undersigned, and where applicable,
the true and lawful attorney-in-fact, thereto duly authorized, in the City of
New York and State of New York on the 21st day of February, 1997.
SMITH BARNEY WORLD FUNDS, INC.
BY /s/ Heath B. McLendon
Heath B. McLendon,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Signatures Title Date
/s/ Heath B. McLendon Director, and
(Heath B. McLendon) Chief Executive Officer 2/21/97
/s/ Jessica M. Bibliowicz President and Director
(Jessica Bibliowicz)
Victor Atkins* Director
(Victor Atkins)
Robert Belfer* Director
(Robert Belfer)
Alger Chapman* Director
(Alger Chapman)
Robert Frankel* Director
(Robert Frankel)
Rainer Greeven* Director
(Rainer Greeven)
Susan M. Heilbron * Director
(Susan M. Heibron)
Bruce D. Sargent* Director
(Bruce D. Sargent)
James M. Shuart* Director
(James M. Shuart)
/s/ Lewis E. Daidone Treasurer and Principal 2/21/97
(Lewis E. Daidone) Financial Officer
*By:/s/ Christina T. Sydor 2/21/97
(Christina T. Sydor)
Pursuant to Power of Attorney
EXHIBIT INDEX
Exhibit No. Exhibit Page Number
Form of Management Agreement
5(a) Global Government Bond Portfolio
5(b) International Equity Portfolio
5(c) Pacific Portfolio
5(d) European Portfolio
5(e) International Balanced Portfolio
5(f) Emerging Markets Portfolio
6(i) Form of Subadvisory Agreements
6(ii) Form of Distribution Agreement
8(ii) Form of Transfer Agency Agreement
11(ii) Auditor's Consent
Amended Plan of Distribution Pursuant to Rule 12b-1
15(a) Global Government Bond Portfolio
15(b) International Equity Portfolio
15(c) Pacific Portfolio
15(d) European Portfolio
15(e) International Balanced Portfolio
15(f) Emerging Markets Portfolio
17 Financial Data Schedule
SMITH BARNEY WORLD FUNDS, INC.
MANAGEMENT AGREEMENT made this first day of February, 1994, between SMITH
BARNEY WORLD FUNDS, INC., a Maryland corporation (hereinafter called the
"Investment Company"), on behalf of the European Portfolio (referred to herein
as the "Portfolio"), and SMITH, BARNEY ADVISERS, INC., a Delaware corporation
(hereinafter called the "Manager").
WHEREAS, the Portfolio has been organized for the purpose of investing its
funds in securities and desires to avail itself of the experience, sources of
information, advice, assistance and facilities available to the Manager and to
have the Manager perform for it various management, statistical, accounting
and clerical services; and the Manager is willing to furnish such advice,
facilities and services on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed as follows:
1. The Investment Company shall at all times keep the Manager fully
informed with regard to the securities owned by the Portfolio, its funds
available or to become available for investment, and generally as to the
condition of its affairs. The Investment Company shall furnish the Manager
with a copy of all financial statements certified by its financial officer,
and a signed copy of each report prepared by certified public accountants with
respect to it, and with such other information with regard to its affairs as
the Manager may from time to time reasonably request.
2. The Manager shall furnish to the Board of Directors and officers of
the Investment Company advice and recommendations with respect to the
acquisition, by purchase, exchange, subscription or otherwise, the holding,
and the disposal, through sale, exchange or otherwise, of securities, and
advice and recommendations with respect to other aspects of the business and
affairs of the Portfolio; and shall, subject to the Board of Directors of the
Investment Company, manage and supervise the business and affairs of the
Portfolio.
3. The Manager shall supply the Board of Directors and officers of the
Investment Company with all statistical information reasonably required by
them and reasonably available to the Manager; shall furnish the Portfolio with
an office, and with ordinary clerical and bookkeeping services at such office;
and shall authorize and permit any of its directors, officers and employees,
who may be elected as directors or officers of the Investment Company, to
serve in the capacities to which they are elected. All services to be
furnished by the Manager under this Agreement may be furnished through the
medium of any directors, officers or employees of the Manager.
4. With respect to the Portfolio's securities, subject to the review and
oversight of the Board of Directors of the Investment Company, the Manager
shall purchase such securities from or through and sell such securities to or
through such persons, brokers or dealers, including, if permitted by
applicable law, Smith Barney Shearson Inc., as it shall deem appropriate. In
placing orders for such purchases and sales it is recognized that the Manager
may give consideration to research, statistical and other services furnished
by brokers and dealers to the Manager or an affiliated person of the Manager
for their use.
5. No director, officer or employee of the Investment Company shall
receive from the Investment Company any salary or other compensation as such
director, officer or employee while he is at the same time a director, officer
or employee of the Manager. This paragraph shall not apply to consultants and
other persons who are not regular members of the Manager's staff.
6. As compensation for the services performed and the facilities
furnished by the Manager, including the services of any consultants retained
by the Manager, the Investment Company shall pay a fee to the Manager an
annual fee of 0.85% of the Portfolio's average daily net assets; the fee is
calculated daily and paid monthly. If this Agreement is terminated as of any
date not the last day of a month, such fee shall be prorated and paid as
promptly as possible after such date of termination.
7. In the event that total expenses of the Portfolio in any fiscal year,
including the Manager's advisory fee received under paragraph 6 above and the
fee payable under the Plan of Distribution, but excluding interest, taxes,
brokerage fees and extraordinary expenses, should exceed the lowest applicable
annual expense limitation established pursuant to the statutes or regulations
of any such jurisdictions in which shares of the Fund are then qualified for
offer and sale, the Manager shall waive its management fee to the extent of
any such excess. General corporate expenses of the Investment Company and the
management fee shall be allocated among the Portfolios on the basis of
relative net assets and direct expenses shall be charged to the respective
Portfolios.
8. The Manager assumes no responsibility under this Agreement other than
to render the services called for hereunder in good faith.
9. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Manager who may also be a director,
officer or employee of the Investment Company to engage in any other business
or to devote his time and attention in part to the management or other aspects
of any other business or to render services of any kind to any other
corporation, firm, individual or association.
10. This Agreement shall terminate automatically in the event of its
assignment, the term "assignment" for this purpose having the definition set
forth in Section 2(a) (4) of the Investment Company Act of 1940.
11. This Agreement may be terminated at any time, without the payment of
any penalty, (a) by the Board of Directors of the Investment Company or by
vote of a majority of the outstanding voting securities of the Portfolio as
defined in the Investment Company Act of 1940 and Rules thereunder on sixty
days' written notice addressed to the Manager at its principal place of
business; and (b) by the Manager on sixty days' written notice addressed to
the Investment Company at its principal place of business.
12. This Agreement shall become effective upon its execution by an
authorized officer of the respective parties to the Agreement. This Agreement
shall continue in effect only so long as its continuance is specifically
approved annually as required by the 1940 Act.
13. Under a License Agreement dated June 10, 1991 between the Investment
Company and Smith Barney Shearson Inc. ("Smith Barney"), Smith Barney has
granted to the Investment Company a royalty-free, non-exclusive license to use
the term "Smith Barney" in the United States as part of its name only in
connection with the operation of an investment company. It is further
provided in the License Agreement that Smith Barney may use or license the
above term in connection with other investment companies, subject to the
requirements of the Investment Company Act of 1940, or any other business
enterprise during the term of such License Agreement or thereafter. The
License Agreement is terminable by Smith Barney on sixty days' notice to the
Investment Company. Upon such termination the Investment Company is required
to change its name to one which does not include the above term.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first above written by their officers thereunto
authorized.
SMITH BARNEY WORLD FUNDS, INC.
By
Chairman of the Board and
Chief Executive Officer
CORPORATE SEAL
Attest:
Secretary
SMITH, BARNEY ADVISERS, INC.
By
President
CORPORATE SEAL
Attest:
Secretary
SMITH BARNEY WORLD FUNDS, INC.
MANAGEMENT AGREEMENT made this first day of February, 1994, between SMITH
BARNEY WORLD FUNDS, INC., a Maryland corporation (hereinafter called the
"Investment Company"), on behalf of the Pacific Portfolio (referred to herein
as the "Portfolio"), and SMITH, BARNEY ADVISERS, INC., a Delaware corporation
(hereinafter called the "Manager").
WHEREAS, the Portfolio has been organized for the purpose of investing its
funds in securities and desires to avail itself of the experience, sources of
information, advice, assistance and facilities available to the Manager and to
have the Manager perform for it various management, statistical, accounting
and clerical services; and the Manager is willing to furnish such advice,
facilities and services on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed as follows:
1. The Investment Company shall at all times keep the Manager fully
informed with regard to the securities owned by the Portfolio, its funds
available or to become available for investment, and generally as to the
condition of its affairs. The Investment Company shall furnish the Manager
with a copy of all financial statements certified by its financial officer,
and a signed copy of each report prepared by certified public accountants with
respect to it, and with such other information with regard to its affairs as
the Manager may from time to time reasonably request.
2. The Manager shall furnish to the Board of Directors and officers of
the Investment Company advice and recommendations with respect to the
acquisition, by purchase, exchange, subscription or otherwise, the holding,
and the disposal, through sale, exchange or otherwise, of securities, and
advice and recommendations with respect to other aspects of the business and
affairs of the Portfolio; and shall, subject to the Board of Directors of the
Investment Company, manage and supervise the business and affairs of the
Portfolio.
3. The Manager shall supply the Board of Directors and officers of the
Investment Company with all statistical information reasonably required by
them and reasonably available to the Manager; shall furnish the Portfolio with
an office, and with ordinary clerical and bookkeeping services at such office;
and shall authorize and permit any of its directors, officers and employees,
who may be elected as directors or officers of the Investment Company, to
serve in the capacities to which they are elected. All services to be
furnished by the Manager under this Agreement may be furnished through the
medium of any directors, officers or employees of the Manager.
4. With respect to the Portfolio's securities, subject to the review and
oversight of the Board of Directors of the Investment Company, the Manager
shall purchase such securities from or through and sell such securities to or
through such persons, brokers or dealers, including, if permitted by
applicable law, Smith Barney Shearson Inc., as it shall deem appropriate. In
placing orders for such purchases and sales it is recognized that the Manager
may give consideration to research, statistical and other services furnished
by brokers and dealers to the Manager or an affiliated person of the Manager
for their use.
5. No director, officer or employee of the Investment Company shall
receive from the Investment Company any salary or other compensation as such
director, officer or employee while he is at the same time a director, officer
or employee of the Manager. This paragraph shall not apply to consultants and
other persons who are not regular members of the Manager's staff.
6. As compensation for the services performed and the facilities
furnished by the Manager, including the services of any consultants retained
by the Manager, the Investment Company shall pay a fee to the Manager an
annual fee of 0.85% of the Portfolio's average daily net assets; the fee is
calculated daily and paid monthly. If this Agreement is terminated as of any
date not the last day of a month, such fee shall be prorated and paid as
promptly as possible after such date of termination.
7. In the event that total expenses of the Portfolio in any fiscal year,
including the Manager's advisory fee received under paragraph 6 above and the
fee payable under the Plan of Distribution, but excluding interest, taxes,
brokerage fees and extraordinary expenses, should exceed the lowest applicable
annual expense limitation established pursuant to the statutes or regulations
of any such jurisdictions in which shares of the Fund are then qualified for
offer and sale, the Manager shall waive its management fee to the extent of
any such excess. General corporate expenses of the Investment Company and the
management fee shall be allocated among the Portfolios on the basis of
relative net assets and direct expenses shall be charged to the respective
Portfolios.
8. The Manager assumes no responsibility under this Agreement other than
to render the services called for hereunder in good faith.
9. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Manager who may also be a director,
officer or employee of the Investment Company to engage in any other business
or to devote his time and attention in part to the management or other aspects
of any other business or to render services of any kind to any other
corporation, firm, individual or association.
10. This Agreement shall terminate automatically in the event of its
assignment, the term "assignment" for this purpose having the definition set
forth in Section 2(a) (4) of the Investment Company Act of 1940.
11. This Agreement may be terminated at any time, without the payment of
any penalty, (a) by the Board of Directors of the Investment Company or by
vote of a majority of the outstanding voting securities of the Portfolio as
defined in the Investment Company Act of 1940 and Rules thereunder on sixty
days' written notice addressed to the Manager at its principal place of
business; and (b) by the Manager on sixty days' written notice addressed to
the Investment Company at its principal place of business.
12. This Agreement shall become effective upon its execution by an
authorized officer of the respective parties to the Agreement. This Agreement
shall continue in effect only so long as its continuance is specifically
approved annually as required by the 1940 Act.
13. Under a License Agreement dated June 10, 1991 between the Investment
Company and Smith Barney Shearson Inc. ("Smith Barney"), Smith Barney has
granted to the Investment Company a royalty-free, non-exclusive license to
use the term "Smith Barney" in the United States as part of its name only in
connection with the operation of an investment company. It is further
provided in the License Agreement that Smith Barney may use or license the
above term in connection with other investment companies, subject to the
requirements of the Investment Company Act of 1940, or any other business
enterprise during the term of such License Agreement or thereafter. The
License Agreement is terminable by Smith Barney on sixty days' notice to the
Investment Company. Upon such termination the Investment Company is required
to change its name to one which
does not include the above term.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first above written by their officers thereunto
authorized.
SMITH BARNEY WORLD FUNDS, INC.
By
Chairman of the Board and
Chief Executive Officer
CORPORATE SEAL
Attest:
Secretary
SMITH, BARNEY ADVISERS, INC.
By
President
CORPORATE SEAL
Attest:
Secretary
SMITH BARNEY WORLD FUNDS, INC.
MANAGEMENT AGREEMENT made this 14th day of January, 1995, between SMITH
BARNEY WORLD FUNDS, INC., a Maryland corporation (hereinafter called the
"Investment Company"), on behalf of the Emerging Markets Portfolio (referred
to herein as the "Portfolio"), and SMITH BARNEY MUTUAL FUNDS MANAGEMENT, INC.,
a Delaware corporation hereinafter called the "Manager").
WHEREAS, the Portfolio has been organized for the purpose of investing its
funds in securities and desires to avail itself of the experience, sources of
information, advice, assistance and facilities available to the Manager and to
have the Manager perform for it various management, statistical, accounting
and clerical services; and the Manager is willing to furnish such advice,
facilities and services on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed as follows:
1. The Investment Company shall at all times keep the Manager fully
informed with regard to the securities owned by the Portfolio, its funds
available or to become available for investment, and generally as to the
condition of its affairs. The Investment Company shall furnish the Manager
with a copy of all financial statements certified by its financial officer,
and a signed copy of each report prepared by certified public accountants with
respect to it, and with such other information with regard to its affairs as
the Manager may from time to time reasonably request.
2. The Manager shall furnish to the Board of Directors and officers of
the Investment Company advice and recommendations with respect to the
acquisition, by purchase, exchange, subscription or otherwise, the holding,
and the disposal, through sale, exchange or otherwise, of securities, and
advice and recommendations with respect to other aspects of the business and
affairs of the Portfolio; and shall, subject to the Board of Directors of the
Investment Company, manage and supervise the business and affairs of the
Portfolio.
3. The Manager shall supply the Board of Directors and officers of the
Investment Company with all statistical information reasonably required by
them and reasonably available to the Manager; shall furnish the Portfolio with
an office, and with ordinary clerical and bookkeeping services at such office;
and shall authorize and permit any of its directors, officers and employees,
who may be elected as directors or officers of the Investment Company, to
serve in the capacities to which they are elected. All services to be
furnished by the Manager under this Agreement may be furnished through the
medium of any directors, officers or employees of the Manager.
4. With respect to the Portfolio's securities, subject to the review and
oversight of the Board of Directors of the Investment Company, the Manager
shall purchase such securities from or through and sell such securities to or
through such persons, brokers or dealers, including, if permitted by
applicable law, Smith Barney Inc., as it shall deem appropriate. In placing
orders for such purchases and sales it is recognized that the Manager may give
consideration to research, statistical and other services furnished by brokers
and dealers to the Manager or an affiliated person of the Manager for their
use.
5. No director, officer or employee of the Investment Company shall
receive from the Investment Company any salary or other compensation as such
director, officer or employee while he is at the same time a director, officer
or employee of the Manager. This paragraph shall not apply to consultants and
other persons who are not regular members of the Manager's staff.
6. As compensation for the services performed and the facilities
furnished by the Manager, including the services of any consultants retained
by the Manager, the Investment Company shall pay to the Manager an annual fee
of 1.00% of the Portfolio's average daily net assets; the fee is calculated
daily and paid monthly. If this Agreement is terminated as of any date not the
last day of a month, such fee shall be prorated and paid as promptly as
possible after such date of termination.
7. In the event that total expenses of the Portfolio in any fiscal year,
including the Manager's advisory fee received under paragraph 6 above and the
fee payable under the Plan of Distribution, but excluding interest, taxes,
brokerage fees and extraordinary expenses, should exceed the lowest applicable
annual expense limitation established pursuant to the statutes or regulations
of any such jurisdictions in which shares of the Fund are then qualified for
offer and sale, the Manager shall waive its management fee to the extent of
any such excess. General corporate expenses of the Investment Company and the
management fee shall be allocated among the Portfolios on the basis of
relative net assets and direct expenses shall be charged to the respective
Portfolios.
8. The Manager assumes no responsibility under this Agreement other than
to render the services called for hereunder in good faith.
9. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Manager who may also be a director,
officer or employee of the Investment Company to engage in any other business
or to devote his time and attention in part to the management or other aspects
of any other business or to render services of any kind to any other
corporation, firm, individual or association.
10. This Agreement shall terminate automatically in the event of its
assignment, the term "assignment" for this purpose having the definition set
forth in Section 2(a) (4) of the Investment Company Act of 1940, as amended
(the "1940 Act").
11. This Agreement may be terminated at any time, without the payment of
any penalty, (a) by the Board of Directors of the Investment Company or by
vote of a majority of the outstanding voting securities of the Portfolio as
defined in the 1940 Act and Rules thereunder on sixty days' written notice
addressed to the Manager at its principal place of business; and (b) by the
Manager on sixty days' written notice addressed to the Investment Company at
its principal place of business.
12. This Agreement shall become effective upon its execution by an
authorized officer of the respective parties to the Agreement. This Agreement
shall continue in effect only so long as its continuance is specifically
approved annually as required by the 1940 Act.
13. Under a License Agreement dated June 10, 1991 between the Investment
Company and Smith Barney Inc. ("Smith Barney"), Smith Barney has granted to
the Investment Company a royalty-free, non-exclusive license to use the term
"Smith Barney" in the United States as part of its name only in connection
with the operation of an investment company. It is further provided in the
License Agreement that Smith Barney may use or license the above term in
connection with other investment companies, subject to the requirements of the
1940 Act, or any other business enterprise during the term of such License
Agreement or thereafter. The License Agreement is terminable by Smith Barney
on sixty days' notice to the Investment Company. Upon such termination the
Investment Company is required to change its name to one which does not
include the above term.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first above written by their officers thereunto
authorized.
SMITH BARNEY WORLD FUNDS, INC.
By
President
CORPORATE SEAL
Attest:
Secretary
SMITH BARNEY MUTUAL FUNDS
MANAGEMENT, INC.
By
President
CORPORATE SEAL
Attest:
Secretary
SMITH BARNEY WORLD FUNDS, INC.
MANAGEMENT AGREEMENT made this 10th day of July, 1994, between SMITH
BARNEY WORLD FUNDS, INC., a Maryland corporation (hereinafter called the
"Investment Company"), on behalf of the International Balanced Portfolio
(referred to herein as the "Portfolio"), and SMITH, BARNEY ADVISERS, INC., a
Delaware corporation (hereinafter called the "Manager").
WHEREAS, the Portfolio has been organized for the purpose of investing its
funds in securities and desires to avail itself of the experience, sources of
information, advice, assistance and facilities available to the Manager and to
have the Manager perform for it various management, statistical, accounting
and clerical services; and the Manager is willing to furnish such advice,
facilities and services on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed as follows:
1. The Investment Company shall at all times keep the Manager fully
informed with regard to the securities owned by the Portfolio, its funds
available or to become available for investment, and generally as to the
condition of its affairs. The Investment Company shall furnish the Manager
with a copy of all financial statements certified by its financial officer,
and a signed copy of each report prepared by certified public accountants with
respect to it, and with such other information with regard to its affairs as
the Manager may from time to time reasonably request.
2. The Manager shall furnish to the Board of Directors and officers of
the Investment Company advice and recommendations with respect to the
acquisition, by purchase, exchange, subscription or otherwise, the holding,
and the disposal, through sale, exchange or otherwise, of securities, and
advice and recommendations with respect to other aspects of the business and
affairs of the Portfolio; and shall, subject to the Board of Directors of the
Investment Company, manage and supervise the business and affairs of the
Portfolio.
3. The Manager shall supply the Board of Directors and officers of the
Investment Company with all statistical information reasonably required by
them and reasonably available to the Manager; shall furnish the Portfolio with
an office, and with ordinary clerical and bookkeeping services at such office;
and shall authorize and permit any of its directors, officers and employees,
who may be elected as directors or officers of the Investment Company, to
serve in the capacities to which they are elected. All services to be
furnished by the Manager under this Agreement may be furnished through the
medium of any directors, officers or employees of the Manager.
4. With respect to the Portfolio's securities, subject to the review and
oversight of the Board of Directors of the Investment Company, the Manager
shall purchase such securities from or through and sell such securities to or
through such persons, brokers or dealers, including, if permitted by
applicable law, Smith Barney Inc., as it shall deem appropriate. In placing
orders for such purchases and sales it is recognized that the Manager may give
consideration to research, statistical and other services furnished by brokers
and dealers to the Manager or an affiliated person of the Manager for their
use.
5. No director, officer or employee of the Investment Company shall
receive from the Investment Company any salary or other compensation as such
director, officer or employee while he is at the same time a director, officer
or employee of the Manager. This paragraph shall not apply to consultants and
other persons who are not regular members of the Manager's staff.
6. As compensation for the services performed and the facilities
furnished by the Manager, including the services of any consultants retained
by the Manager, the Investment Company shall pay to the Manager an annual fee
of 0.85% of the Portfolio's average daily net assets; the fee is calculated
daily and paid monthly. If this Agreement is terminated as of any date not the
last day of a month, such fee shall be prorated and paid as promptly as
possible after such date of termination.
7. In the event that total expenses of the Portfolio in any fiscal year,
including the Manager's advisory fee received under paragraph 6 above and the
fee payable under the Plan of Distribution, but excluding interest, taxes,
brokerage fees and extraordinary expenses, should exceed the lowest applicable
annual expense limitation established pursuant to the statutes or regulations
of any such jurisdictions in which shares of the Fund are then qualified for
offer and sale, the Manager shall waive its management fee to the extent of
any such excess. General corporate expenses of the Investment Company and the
management fee shall be allocated among the Portfolios on the basis of
relative net assets and direct expenses shall be charged to the respective
Portfolios.
8. The Manager assumes no responsibility under this Agreement other than
to render the services called for hereunder in good faith.
9. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Manager who may also be a director,
officer or employee of the Investment Company to engage in any other business
or to devote his time and attention in part to the management or other aspects
of any other business or to render services of any kind to any other
corporation, firm, individual or association.
10. This Agreement shall terminate automatically in the event of its
assignment, the term "assignment" for this purpose having the definition set
forth in Section 2(a) (4) of the Investment Company Act of 1940 (the "1940
Act").
11. This Agreement may be terminated at any time, without the payment of
any penalty, (a) by the Board of Directors of the Investment Company or by
vote of a majority of the outstanding voting securities of the Portfolio as
defined in the 1940 Act and Rules thereunder on sixty days' written notice
addressed to the Manager at its principal place of business; and (b) by the
Manager on sixty days' written notice addressed to the Investment Company at
its principal place of business.
12. This Agreement shall become effective upon its execution by an
authorized officer of the respective parties to the Agreement. This Agreement
shall continue in effect only so long as its continuance is specifically
approved annually as required by the 1940 Act.
13. Under a License Agreement dated June 10, 1991 between the Investment
Company and Smith Barney Inc. ("Smith Barney"), Smith Barney has granted to
the Investment Company a
- 2 -
royalty-free, non-exclusive license to use the term "Smith Barney" in the
United States as part of its name only in connection with the operation of an
investment company. It is further provided in the License Agreement that
Smith Barney may use or license the above term in connection with other
investment companies, subject to the requirements of the 1940 Act or any other
business enterprise during the term of such License Agreement or thereafter.
The License Agreement is terminable by Smith Barney on sixty days' notice to
the Investment Company. Upon such termination the Investment Company is
required to change its name to one which does not include the above term.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first above written by their officers thereunto
authorized.
SMITH BARNEY WORLD FUNDS, INC.
By __________
Executive Vice President
CORPORATE SEAL
Attest:
____________
Secretary
SMITH, BARNEY ADVISERS, INC.
By __________
President
CORPORATE SEAL
Attest:
_____________
Secretary
- 3 -
SMITH BARNEY WORLD FUNDS, INC.
MANAGEMENT AGREEMENT made this June 10, 1991, between SMITH BARNEY WORLD
FUNDS, INC., a Maryland corporation (hereinafter called the "Investment
Company"), on behalf of the Global Government Bond Portfolio (referred to
herein as the "Portfolio"), and SMITH, BARNEY ADVISERS, INC., a Delaware
corporation (hereinafter called the "Manager").
WHEREAS, the Portfolio has been organized for the purpose of investing its
funds in securities and desires to avail itself of the experience, sources of
information, advice, assistance and facilities available to the Manager and to
have the Manager perform for it various management, statistical, accounting
and clerical services; and the Manager is willing to furnish such advice,
facilities and services on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed as follows:
1. The Investment Company shall at all times keep the Manager fully
informed with regard to the securities owned by the Portfolio, its funds
available or to become available for investment, and generally as to the
condition of its affairs. The Investment Company shall furnish the Manager
with a copy of all financial statements certified by its financial officer,
and a signed copy of each report prepared by certified public accountants with
respect to it, and with such other information with regard to its affairs as
the Manager may from time to time reasonably request.
2. The Manager shall furnish to the Board of Directors and officers of
the Investment Company advice and recommendations with respect to the
acquisition, by purchase, exchange, subscription or otherwise, the holding,
and the disposal, through sale, exchange or otherwise, of securities, and
advice and recommendations with respect to other aspects of the business and
affairs of the Portfolio; and shall, subject to the Board of Directors of the
Investment Company, manage and supervise the business and affairs of the
Portfolio.
3. The Manager shall supply the Board of Directors and officers of the
Investment Company with all statistical information reasonably required by
them and reasonably available to the Manager; shall furnish the Portfolio with
an office, and with ordinary clerical and bookkeeping services at such office;
and shall authorize and permit any of its directors, officers and employees,
who may be elected as directors or officers of the Investment Company, to
serve in the capacities to which they are elected. All services to be
furnished by the Manager under this Agreement may be furnished through the
medium of any directors, officers or employees of the Manager.
4. With respect to the Portfolio's securities, subject to the review and
oversight of the Board of Directors of the Investment Company, the Manager
shall purchase such securities from or through and sell such securities to or
through such persons, brokers or dealers, including, if permitted by
applicable law, Smith Barney, Harris Upham & Co. Incorporated, as it shall
deem appropriate. In placing orders for such purchases and sales it is
recognized that the Manager may give consideration to research, statistical
and other services furnished by brokers and dealers to the Manager or an
affiliated person of the Manager for their use.
5. No director, officer or employee of the Investment Company shall
receive from the Investment Company any salary or other compensation as such
director, officer or employee while he is at the same time a director, officer
or employee of the Manager. This paragraph shall not apply to consultants and
other persons who are not regular members of the Manager's staff.
6. As compensation for the services performed and the facilities
furnished by the Manager, including the services of any consultants retained
by the Manager, the Investment Company shall pay a fee to the Manager a
monthly fee equal to 1/12 of 0.75% of the Portfolio's average daily net
assets. If this Agreement is terminated as of any date not the last day of a
month, such fee shall be prorated and paid as promptly as possible after such
date of termination.
7. In the event that total expenses of the Portfolio in any fiscal year,
including the Manager's advisory fee received under paragraph 6 above and the
fee payable under the Plan of Distribution, but excluding interest, taxes,
brokerage fees and extraordinary expenses, should exceed the lowest applicable
annual expense limitation established pursuant to the statutes or regulations
of any such jurisdictions in which shares of the Fund are then qualified for
offer and sale, the Manager shall waive its management fee to the extent of
any such excess. General corporate expenses of the Investment Company and the
management fee shall be allocated among the Portfolios on the basis of
relative net assets and direct expenses shall be charged to the respective
Portfolios.
8. The Manager assumes no responsibility under this Agreement other than
to render the services called for hereunder in good faith.
9. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Manager who may also be a director,
officer or employee of the Investment Company to engage in any other business
or to devote his time and attention in part to the management or other aspects
of any other business or to render services of any kind to any other
corporation, firm, individual or association.
10. This Agreement shall terminate automatically in the event of its
assignment, the term "assignment" for this purpose having the definition set
forth in Section 2(a) (4) of the Investment Company Act of 1940.
11. This Agreement may be terminated at any time, without the payment of
any penalty, (a) by the Board of Directors of the Investment Company or by
vote of a majority of the outstanding voting securities of the Portfolio as
defined in the Investment Company Act of 1940 and Rules thereunder on sixty
days' written notice addressed to the Manager at its principal place of
business; and (b) by the Manager on sixty days' written notice addressed to
the Investment Company at its principal place of business.
12. This Agreement shall become effective upon its approval by the
shareholders of the Fund in the manner prescribed by the Investment Company
Act of 1940 and Rules thereunder. This Agreement shall continue in effect
only so long as its continuance is specifically approved annually as required
by the Investment Company Act of 1940, as amended.
13. Under a License Agreement dated June 10, 1991 between the Investment
Company and Smith Barney, Harris Upham & Co. Incorporated ("Smith Barney"),
Smith Barney has granted to the Investment Company a royalty-free, non-
exclusive license to use the term "Smith Barney" in the United States as part
of its name only in connection with the operation of an investment company.
It is further provided in the License Agreement that Smith Barney may use or
license the above term in connection with other investment companies, subject
to the requirements of the Investment Company Act of 1940, or any other
business enterprise during the term of such License Agreement or thereafter.
The License Agreement is terminable by Smith Barney on sixty days' notice to
the Investment Company. Upon such termination the Investment Company is
required to change its name to one which does not include the above term.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first above written by their officers thereunto
authorized.
SMITH BARNEY WORLD FUNDS, INC.
By
CORPORATE SEAL
Attest:
Secretary
SMITH, BARNEY ADVISERS, INC.
By
CORPORATE SEAL
Attest:
Secretary
SMITH BARNEY WORLD FUNDS, INC.
MANAGEMENT AGREEMENT made this November 15, 1991, between SMITH BARNEY
WORLD FUNDS, INC., a Maryland corporation (hereinafter called the "Investment
Company"), on behalf of the International Equity Portfolio (referred to herein
as the "Portfolio"), and SMITH, BARNEY ADVISERS, INC., a Delaware corporation
(hereinafter called the "Manager").
WHEREAS, the Portfolio has been organized for the purpose of investing its
funds in securities and desires to avail itself of the experience, sources of
information, advice, assistance and facilities available to the Manager and to
have the Manager perform for it various management, statistical, accounting
and clerical services; and the Manager is willing to furnish such advice,
facilities and services on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed as follows:
1. The Investment Company shall at all times keep the Manager fully
informed with regard to the securities owned by the Portfolio, its funds
available or to become available for investment, and generally as to the
condition of its affairs. The Investment Company shall furnish the Manager
with a copy of all financial statements certified by its financial officer,
and a signed copy of each report prepared by certified public accountants with
respect to it, and with such other information with regard to its affairs as
the Manager may from time to time reasonably request.
2. The Manager shall furnish to the Board of Directors and officers of
the Investment Company advice and recommendations with respect to the
acquisition, by purchase, exchange, subscription or otherwise, the holding,
and the disposal, through sale, exchange or otherwise, of securities, and
advice and recommendations with respect to other aspects of the business and
affairs of the Portfolio; and shall, subject to the Board of Directors of the
Investment Company, manage and supervise the business and affairs of the
Portfolio.
3. The Manager shall supply the Board of Directors and officers of the
Investment Company with all statistical information reasonably required by
them and reasonably available to the Manager; shall furnish the Portfolio with
an office, and with ordinary clerical and bookkeeping services at such office;
and shall authorize and permit any of its directors, officers and employees,
who may be elected as directors or officers of the Investment Company, to
serve in the capacities to which they are elected. All services to be
furnished by the Manager under this Agreement may be furnished through the
medium of any directors, officers or employees of the Manager.
4. With respect to the Portfolio's securities, subject to the review and
oversight of the Board of Directors of the Investment Company, the Manager
shall purchase such securities from or through and sell such securities to or
through such persons, brokers or dealers, including, if permitted by
applicable law, Smith Barney, Harris Upham & Co. Incorporated, as it shall
deem appropriate. In placing orders for such purchases and sales it is
recognized that the Manager may give consideration to research, statistical
and other services furnished by brokers and dealers to the Manager or an
affiliated person of the Manager for their use.
5. No director, officer or employee of the Investment Company shall
receive from the Investment Company any salary or other compensation as such
director, officer or employee while he is at the same time a director, officer
or employee of the Manager. This paragraph shall not apply to consultants and
other persons who are not regular members of the Manager's staff.
6. As compensation for the services performed and the facilities
furnished by the Manager, including the services of any consultants retained
by the Manager, the Investment Company shall pay a fee to the Manager a
monthly fee equal to 1/12 of 0.85% of the Portfolio's average daily net
assets. If this Agreement is terminated as of any date not the last day of a
month, such fee shall be prorated and paid as promptly as possible after such
date of termination.
7. In the event that total expenses of the Portfolio in any fiscal year,
including the Manager's advisory fee received under paragraph 6 above and the
fee payable under the Plan of Distribution, but excluding interest, taxes,
brokerage fees and extraordinary expenses, should exceed the lowest applicable
annual expense limitation established pursuant to the statutes or regulations
of any such jurisdictions in which shares of the Fund are then qualified for
offer and sale, the Manager shall waive its management fee to the extent of
any such excess. General corporate expenses of the Investment Company and the
management fee shall be allocated among the Portfolios on the basis of
relative net assets and direct expenses shall be charged to the respective
Portfolios.
8. The Manager assumes no responsibility under this Agreement other than
to render the services called for hereunder in good faith.
9. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Manager who may also be a director,
officer or employee of the Investment Company to engage in any other business
or to devote his time and attention in part to the management or other aspects
of any other business or to render services of any kind to any other
corporation, firm, individual or association.
10. This Agreement shall terminate automatically in the event of its
assignment, the term "assignment" for this purpose having the definition set
forth in Section 2(a) (4) of the Investment Company Act of 1940.
11. This Agreement may be terminated at any time, without the payment of
any penalty, (a) by the Board of Directors of the Investment Company or by
vote of a majority of the outstanding voting securities of the Portfolio as
defined in the Investment Company Act of 1940 and Rules thereunder on sixty
days' written notice addressed to the Manager at its principal place of
business; and (b) by the Manager on sixty days' written notice addressed to
the Investment Company at its principal place of business.
12. This Agreement shall become effective upon its approval by the
shareholders of the Fund in the manner prescribed by the Investment Company
Act of 1940 and Rules thereunder. This Agreement shall continue in effect
only so long as its continuance is specifically approved annually as required
by the Investment Company Act of 1940, as amended.
13. Under a License Agreement dated June 10, 1991 between the Investment
Company and Smith Barney, Harris Upham & Co. Incorporated ("Smith Barney"),
Smith Barney has granted to the Investment Company a royalty-free, non-
exclusive license to use the term "Smith Barney" in the United States as part
of its name only in connection with the operation of an investment company.
It is further provided in the License Agreement that Smith Barney may use or
license the above term in connection with other investment companies, subject
to the requirements of the Investment Company Act of 1940, or any other
business enterprise during the term of such License Agreement or thereafter.
The License Agreement is terminable by Smith Barney on sixty days' notice to
the Investment Company. Upon such termination the Investment Company is
required to change its name to one which does not include the above term.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first above written by their officers thereunto
authorized.
SMITH BARNEY WORLD FUNDS, INC.
By
CORPORATE SEAL
Attest:
Secretary
SMITH, BARNEY ADVISERS, INC.
By
CORPORATE SEAL
Attest:
Secretary
SUBADVISORY AGREEMENT
AGREEMENT made as of June 10, 1991 by and between Smith, Barney
Advisers, Inc., a Delaware corporation
(hereinafter called the "Manager") and Smith Barney Global Capital
Management, Inc., a Delaware corporation
(hereinafter called the "Subadviser").
WITNESSETH:
WHEREAS, the Manager desires to retain the services of the Subadviser with
respect to the selection,
acquisition, holding and the disposal of securities of the
Global Government Bond Portfolio (the "Portfolio") of
Smith Barney World Funds, Inc. (the "Fund"),
WHEREAS, the Subadviser is registered as an investment adviser
under the Investment Advisers Act of 1940, and
WHEREAS, the Subadviser is willing to perform such services on the terms
and conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, it is agreed as follows:
1. The Subadviser, at its own expense, undertakes to afford to the
Manager, the advice and assistance of its
organization with respect to the selection, acquisition, holding and the
disposal of securities in connection with the
Manager's function so as to enable the Manager to fulfill its obligations
as Investment Manager to the Portfolio
pursuant to its Agreement with such Fund dated June 10, 1991.
The Subadviser shall continuously advise with
respect to the Portfolio's assets in a manner consistent with the investment
objective and policies of such Portfolio.
Subject to the general supervision of the Board of Directors of the
Fund and the Manager, the Subadviser
shall determine the securities to be purchased, sold or otherwise disposed of
by the Portfolio and the timing of such
purchases, sales and dispositions; shall take such further action,
including the placing of purchase and sale orders
on behalf of the Portfolio, as it shall deem necessary or
appropriate; shall furnish to or place at the disposal of the
Fund or the Manager such of the information, evaluations, analyses and
opinions formulated or obtained by it in
the discharge of its duties as the Fund or the Manager may,
from time to time reasonably request.
2. The Subadviser shall, at its own expense, maintain such staff and employ
or retain such personnel and
consult with such other persons as it shall from time to time determine
to be necessary or useful in the performance
of its obligations under this Agreement. Such persons employed or
otherwise retained by the Subadviser shall
furnish statistical and other factual data, advice regarding economic
factors and trends, and such other
information, advice and assistance as the Subadviser may desire.
The Subadviser shall maintain whatever records
as may be required to be maintained by the Subadviser under the
Investment Company Act of 1940. All such
records so maintained shall be made available to the Fund or the Manager,
upon request by the Fund or the Manager.
3. The Manager will, from time to time, furnish or otherwise make
available to the Subadviser such financial
reports, proxy statements and other information relating to the business
and affairs of the Portfolio as the
Subadviser may reasonably require in order to discharge its duties
and obligations hereunder or to comply with any
applicable law and regulations.
4. The Subadviser shall bear the cost of rendering the investment
advisory services to be performed by it
under this Agreement, and shall, at its own expense, pay the compensation
of the officers and employees, if any, of
the Fund, employed by the Subadviser, and such clerical help and
bookkeeping services as the Subadviser shall
reasonably require in performing its duties hereunder.
5. The services of the Subadviser to the Manager are not to
be deemed exclusive, the Subadviser being free to
render services to others and to engage in other activities.
6. The Manager shall pay the Subadviser for its services hereunder
on the basis of direct and indirect costs to
the Subadviser of performing such services. Indirect costs shall be
allocated on a basis mutually satisfactory to both parties.
7. This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its
assignment or in the event of the termination of the Management Agreement
between the Fund on behalf of the
Portfolio and the Manager, provided that such termination shall not
relieve either party of any liability incurred
hereunder. The term "assignment" for this purpose having the meaning
defined in Section 2(a)(4) of the Investment Company Act of 1940.
8. This Agreement may be terminated at any time, without the
payment of any penalty, (a) by the Board of
Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio as defined in the
Investment Company Act of 1940, by 60 days written notice addressed to
the Subadviser at its principal place of
business; or by the Manager by 60 days' written notice addressed to the
Subadviser at its principal place of
business; and (b) by the Subadviser by 60 days' written notice addressed
to the Manager at its principal place of business.
9. This Agreement shall continue in effect for a period of 2 years
from the date of its execution and thereafter
for successive annual periods, provided that such continuance is specifically
approved annually by a majority of the
Board of Directors who are not interested persons of the parties hereto
as defined in the Investment Company Act
of 1940 and either (a) the Board of Directors or (b) by vote of a
majority of the outstanding voting securities of the
Portfolio, as defined in the Investment Company Act of 1940.
10. The Subadviser assumes no responsibility under this agreement
other than to render the services called
for hereunder in good faith and shall not be responsible for any action
of the Fund in following or declining to
follow any advice or recommendation of the Subadviser. In the absence
of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on
the part of the Subadviser, the Subadviser
shall not be subject to liability to the Manager or to the Fund or to any
shareholder of the Fund for any act or
omission in the course of, or connected with, rendering services hereunder
or for any losses that may be sustained
in the purchase, holding or sale of any security.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the date first above written by their officers thereunto
authorized.
SMITH, BARNEY ADVISERS, INC.
By:
SMITH BARNEY GLOBAL CAPITAL
MANAGEMENT, INC.
By:
SMITH, BARNEY ADVISERS, INC.
1345 Avenue of the Americas
New York, N.Y. 10105
September 18, 1991
Smith Barney, Harris Upham & Co. Incorporated
1345 Avenue of the Americas
New York, N.Y. 10019
Dear Sirs:
We have entered into an Agreement with Smith Barney World Funds, Inc., a
Maryland corporation (the "Fund"), pursuant to which we are to act as
investment adviser to the Fund. We hereby agree with you as follows:
1. You agree for the duration of this agreement that your Research
Department will furnish us with all such factual information and investment
recommendations, the same kind as such Research Department from time to time
provides to your investment account managers, as we shall reasonably request.
We shall expect of you, and you shall give us the benefit of, your best
judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you shall not be liable
under this paragraph for any mistake of judgment or in any event whatsoever,
except for lack of good faith.
2. In consideration of your agreements set forth in paragraph 1 above,
we agree to pay you on the basis of direct and indirect costs to you of
performing such agreements. Indirect costs shall be allocated on a basis
mutually satisfactory to you and us.
3. As used in this agreement, the terms "assignment" and "majority of
the outstanding voting securities" shall have the meanings given to them by
Sections 2(a)(4) and 2(a)(40), respectively, of the Investment Company Act of
1940 as amended.
This agreement shall terminate automatically in the event of its
assignment, or upon termination of the above-mentioned agreement between the
Fund and the undersigned.
This agreement may be terminated at any time, without the payment of any
penalty, (a) by the Board of Directors of the Fund or by vote of a majority of
the outstanding voting securities of the Fund or by the undersigned on sixty
days' written notice addressed to you at your principal place of business; and
(b) by you, without payment of any penalty, on sixty days' written notice
addressed to the Fund and the undersigned at the Fund's principal place of
business.
This agreement shall be submitted for approval at the first annual
meeting of shareholders of the Fund and if then approved, to the Board of
Directors of the Fund annually thereafter. This agreement shall continue in
effect only so long as its continuance is specifically approved annually as
required by the Investment Company Act of 1940, as amended.
4. Anything in this agreement to the contrary notwithstanding, we agree
that we shall use the name "Smith Barney" and your "Smith Barney" design only
for so long as we are your wholly-owned subsidiary and that in any event you
may withdraw this permission upon 30 days' written notice and require us to
cease any particular use of the name upon 30 days' written notice.
5. This agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged by you.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
SMITH, BARNEY ADVISERS, INC.
By
President
The foregoing agreement is hereby
accepted as of the date first above written.
SMITH BARNEY, HARRIS UPHAM & CO. INCORPORATED
By
DISTRIBUTION AGREEMENT, made this day of 1993 between SMITH
BARNEY WORLD FUNDS, INC., a Maryland corporation (the "Investment Company"),
and SMITH BARNEY SHEARSON INC., a Delaware corporation (the "Distributor" or
"Smith Barney Shearson").
1. The Investment Company hereby appoints the Distributor its
agent to sell and to arrange for the sale of shares of the Investment Company
("Shares") at such time or times as set forth in the then current
prospectus(es) and the Distributor hereby accepts such appointment. The
Distributor agrees to act hereunder and the Investment Company agrees to sell
and deliver Shares upon the terms hereinafter set forth as long as it has
Shares available for sale.
The offering price of Shares shall be as set forth in the
Prospectus of the Investment Company or as may otherwise be permitted by Rule
or Order of the Securities and Exchange Commission. The Investment Company
hereby authorizes the Distributor, subject to law and the Articles of
Incorporation of the Investment Company, to accept for the account of the
Investment Company orders for the purchase of Shares satisfactory to the
Distributor and the Distributor shall be entitled to compensation as set forth
in the Prospectus.
2. The Investment Company agrees to register or qualify as
necessary, additional Shares with the Securities and Exchange Commission,
state and other regulatory bodies and to pay the related fees therefor and to
file from time to time such amendments, reports and other documents as may be
necessary in order that there may be no untrue statement of a material fact in
the Registration Statement or Prospectus or necessary in order that there may
be no omission to state a material fact therein which omission would make the
statements therein, in the light of the circumstances under which they were
made, misleading. As used in this Agreement, the term "Registration
Statement" shall mean from time to time the Registration Statement most
recently filed by the Investment Company with the Securities and Exchange
Commission and effective under the Securities Act of 1933 and the Investment
Company Act of 1940, as such Registration Statement is amended by any
amendments thereto at the time in effect, and the term "Prospectus" shall mean
from time to time the form of prospectus authorized by the Investment Company
for use by the Distributor.
All sales literature and advertisements used by the Distributor
in connection with the offering or sale of Shares shall be subject to the
approval of the Investment Company. The Investment Company authorizes the
Distributor in connection with the offering or sale of Shares to give only
such information and to make only such statements or representations as are
contained in the Prospectus or in sales literature or advertisements approved
by the Investment Company or in such financial and other statements as are
furnished to the Distributor pursuant to paragraph 5 below. The Investment
Company shall not be responsible in any way for any information, statements or
representations given or made by the Distributor or its representatives or
agents other than such information, statements and representations.
3. The Distributor, as agent of the Investment Company and for its
account and risk, is authorized, subject to the direction of the Investment
Company, to repurchase Shares at the redemption price in effect at the close
of business on the New York Stock Exchange on any business day, provided the
offer to sell such Shares to the Investment Company is received and accepted
at the office of the Distributor prior to the close of business on that day.
The Distributor shall not be entitled to any commission or other compensation
in respect to such repurchases. The Distributor shall report all such repur-
chases promptly to the Investment Company.
4. The Distributor is authorized to purchase Shares for the
Distributor's own account from time to time. Such purchases, if made from the
Investment Company, shall be made with notice to the Investment Company that
they are for the account of the Distributor, but if made in the open market or
otherwise may be made without such notice. All Shares so purchased by the
Distributor for its own account shall be resold by the Distributor only
through the exercise of its right, as a stockholder, to have such Shares
redeemed or repurchased by the Investment Company pursuant to Article V of the
Articles of Incorporation of the Investment Company.
5. The Investment Company shall keep the Distributor fully informed
with regard to its affairs, shall furnish the Distributor with a copy of all
financial statements of the Investment Company, with a signed copy of each
report prepared by the independent accountants and with such reasonable number
of printed copies of each periodic and annual report of the Investment Company
as the Distributor may request, and shall cooperate fully in the efforts of
the Distributor under this Agreement.
6. The Distributor shall bear: (a) the costs and expenses of
preparing, printing and distributing any materials not prepared by the
Investment Company and other materials used by the Distributor in connection
with its offering of Shares for sale to the public, including the additional
cost of printing copies, at printer's over-run cost, of the Prospectus and of
annual and interim reports to shareholders other than copies thereof for
distribution to shareholders or for filing with any Federal and state
securities authorities; (b) any expenses of advertising incurred by the
Distributor in connection with such offering; and (c) the expenses of
registration or qualification of the Distributor as a dealer or broker under
Federal or state laws and the expenses of continuing such registration or
qualification. The Distributor shall also pay all its own costs and expenses;
however, it is understood and agreed that, if the Fund adopts a Plan of
Distribution pursuant to Rule 12b-1 on behalf of a Portfolio and for so long
as such Plan continues in effect, any expenses incurred by the Distributor on
behalf of the Portfolio hereunder may be paid from amounts received by it from
the Fund under such Plan. Smith Barney Shearson shall provide to the Board of
Directors of the Fund and the Board of Directors shall review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made.
7. The Investment Company shall bear all costs and expenses of the
continuous offering of Shares in connection with: (a) fees and disbursements
of its counsel and independent accountants; (b) the preparation, filing and
printing of any Registration Statements and/or Prospectuses required by and
under the Federal and state securities laws; (c) the preparation and mailing
of annual and interim reports, Prospectuses and proxy materials to share-
holders; and (d) the qualification of Shares for sale and of the Investment
Company as a broker or dealer under the securities laws of such states or
other jurisdictions as shall be selected by the Investment Company and the
Distributor and the cost and expenses payable to each such state for continu-
ing qualification therein.
8. This Agreement shall be submitted for approval to the Board of
Directors of the Investment Company annually and shall continue in effect only
so long as its continuance is specifically approved annually as required by
the Investment Company Act of 1940 and the rules thereunder.
9. This Agreement may be terminated at any time, upon 60 days'
written notice by either party without payment of any penalty to the other
party and shall terminate automatically in the event of its assignment, as
defined in Section 2(a) (4) of the Investment Company Act of 1940.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers thereunto duly authorized.
SMITH BARNEY WORLD FUNDS, INC.
By:
Attest:
SMITH BARNEY SHEARSON INC.
By:
Attest:
FORM OF
TRANSFER AGENCY AND REGISTRAR AGREEMENT
AGREEMENT, dated as of ___________, 1995 between Smith Barney
World Funds, Inc.., (the "Fund"), a corporation organized under the laws
of Maryland and having its principal place of business at 388
Greenwich Street New York, NY 10013, and The Shareholder Services
Group, Inc.Inc. (MA) (the "Transfer Agent"), a Massachusetts corporation
with principal offices at One Exchange Place, 53 State Street,
Boston, Massachusetts 02109.
W I T N E S S E T H
That for and in consideration of the mutual covenants and promises
hereinafter set forth, the Fund and the Transfer Agent agree as follows:
1. Definitions. Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have the following
meanings:
(a) "Articles of Incorporation" shall mean the Articles of
Incorporation, Declaration of Trust, Partnership Agreement, or similar
organizational document as the case may be, of the Fund as the same may be
amended from time to time.
(b) "Authorized Person" shall be deemed to include any person,
whether or not such person is an officer or employee of the Fund, duly
authorized to give Oral Instructions or Written Instructions on behalf of
the Fund as indicated in a certificate furnished to the Transfer Agent
pursuant to Section 4(c) hereof as may be received by the Transfer Agent
from time to time.
(c) "Board of Directors" shall mean the Board of Directors, Board
of Trustees or, if the Fund is a limited partnership, the General Partner(s)
of the Fund, as the case may be.
(d) "Commission" shall mean the Securities and Exchange
Commission.
(e) "Custodian" refers to any custodian or subcustodian of
securities and other property which the Fund may from time to time
deposit, or cause to be deposited or held under the name or account of
such a custodian pursuant to a Custodian Agreement.
(f) "Fund" shall mean the entity executing this Agreement, and if
it is a series fund, as such term is used in the 1940 Act, such term shall
mean each series of the Fund hereafter created, except that appropriate
documentation
with respect to each series must be presented to the Transfer Agent
before this Agreement shall become effective with respect to each
such series.
(g) "1940 Act" shall mean the Investment Company Act of 1940.
(h) "Oral Instructions" shall mean instructions, other than
Written Instructions, actually received by the Transfer Agent from a
person reasonably believed by the Transfer Agent to be an Authorized Person;
(i) "Prospectus" shall mean the most recently dated Fund
Prospectus and Statement of Additional Information, including any supplements
thereto if any, which has become effective under the Securities Act of 1933
and the 1940 Act.
(j) "Shares" refers collectively to such shares of capital stock,
beneficial interest or limited partnership interests, as the case may be, of
the Fund as may be issued from time to time and, if the Fund is a
closed-end or a series fund, as such terms are used in the 1940 Act
any other classes or series of stock, shares of beneficial interest or
limited partnership interests that may be issued from time to time.
(k) "Shareholder" shall mean a holder of shares of capital stock,
beneficial interest or any other class or series, and also refers to partners
of limited partnerships.
(l) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by the Transfer Agent to be an
Authorized Person and actually received by the Transfer Agent. Written
Instructions shall include manually executed originals and authorized
electronic transmissions, including telefacsimile of a manually executed
original or other process.
2. Appointment of the Transfer Agent. The Fund hereby appoints and
constitutes the Transfer Agent as transfer agent, registrar and dividend
disbursing agent for Shares of the Fund and as shareholder servicing agent
for the Fund. The Transfer Agent accepts such appointments and agrees to
perform the duties hereinafter set forth.
3. Compensation.
(a) The Fund will compensate or cause the Transfer Agent to
be compensated for the performance of its obligations hereunder in accordance
with the fees set forth in the written schedule of fees annexed hereto as
Schedule A and incorporated herein. The Transfer Agent will transmit an
invoice to the Fund as soon as practicable after the end of each calendar
month which will be detailed in accordance with Schedule A, and the Fund
will pay to the Transfer Agent the amount of such invoice within thirty (30)
days after the Fund's receipt of the invoice.
In addition, the Fund agrees to pay, and will be billed separately for,
reasonable out-of-pocket expenses incurred by the Transfer Agent in the
performance of its duties hereunder. Out-of-pocket expenses shall include,
but shall not be limited to, the items specified in the written schedule of
out-of-pocket charges annexed hereto as Schedule B and incorporated herein.
Unspecified out-of-pocket expenses shall be limited to those out-of-pocket
expenses reasonably incurred by the Transfer Agent in the performance of its
obligations hereunder. Reimbursement by the Fund for expenses incurred by
the Transfer
Agent in any month shall be made as soon as practicable but no later than 15
days after the receipt of an itemized bill from the Transfer Agent.
(b) Any compensation agreed to hereunder may be adjusted from
time to time by attaching to Schedule A, a revised fee schedule executed and
dated by the parties hereto.
4. Documents. In connection with the appointment of the Transfer Agent
the Fund shall deliver or caused to be delivered to the Transfer Agent the
following documents on or before the date this Agreement goes into effect,
but in any case within a reasonable period of time for the Transfer Agent
to prepare to perform its duties hereunder:
(a) If applicable, specimens of the certificates for Shares of
the Fund;
(b) All account application forms and other documents relating to
Shareholder accounts or to any plan, program or service offered by the Fund;
(c) A signature card bearing the signatures of any officer of the
Fund or other Authorized Person who will sign Written Instructions or is
authorized to give Oral Instructions.
(d) A certified copy of the Articles of Incorporation, as
amended;
(e) A certified copy of the By-laws of the Fund, as amended;
(f) A copy of the resolution of the Board of Directors
authorizing the execution and delivery of this Agreement;
(g) A certified list of Shareholders of the Fund with the name,
address and taxpayer identification number of each Shareholder, and the
number of Shares of the Fund held by each, certificate numbers and
denominations (if any certificates have been issued), lists of any
accounts against which stop
transfer orders have been placed, together with the reasons therefore,
and the number of Shares redeemed by the Fund; and
(h) An opinion of counsel for the Fund with respect to the
validity of the Shares and the status of such Shares under the Securities
Act of 1933, as amended.
5. Further Documentation. The Fund will also furnish the Transfer
Agent with copies of the following documents promptly after the
same shall become available:
(a) each resolution of the Board of Directors authorizing the
issuance of Shares;
(b) any registration statements filed on behalf of the Fund and
all pre-effective and post-effective amendments thereto filed with
the Commission;
(c) a certified copy of each amendment to the Articles of
Incorporation or the By-laws of the Fund;
(d) certified copies of each resolution of the Board of Directors
or other authorization designating Authorized Persons; and
(e) such other certificates, documents or opinions as the
TransferAgent may reasonably request in connection with the performance
of its duties hereunder.
6. Representations of the Fund. The Fund represents to the Transfer
Agent that all outstanding Shares are validly issued, fully paid and non-
assessable. When Shares are hereafter issued in accordance with the terms
of the
Fund's Articles of Incorporation and its Prospectus, such Shares shall be
validly issued, fully paid and non-assessable.
7. Distributions Payable in Shares. In the event that the Board of
Directors of the Fund shall declare a distribution payable in Shares,
the Fund shall deliver or cause to be delivered to the Transfer Agent
written notice of such
declaration signed on behalf of the Fund by an officer thereof,
upon which the Transfer Agent shall be entitled to rely for all purposes,
certifying (i) the
identity of the Shares involved, (ii) the number of Shares involved,
and (iii) that all appropriate action has been taken.
8. Duties of the Transfer Agent. The Transfer Agent shall be
responsible for administering and/or performing those functions
typically performed by a transfer agent; for acting as service agent in
connection with dividend and
distribution functions; and for performing shareholder account and
administrative agent functions in connection with the issuance, transfer
and redemption or
repurchase (including coordination with the Custodian) of
Shares in accordance with the terms of the Prospectus and applicable law.
The operating standards and procedures to be followed shall be
determined from time to time by agreement
between the Fund and the Transfer Agent and shall initially be as
described in Schedule C attached hereto. In addition, the Fund shall
deliver to the Transfer Agent all notices issued by the Fund with
respect to the Shares in accordance
with and pursuant to the Articles of Incorporation or By-laws of
the Fund or as required by law and shall perform such other specific
duties as are set forth in the
9. Record Keeping and Other Information. The Transfer Agent shall
create and maintain all records required of it pursuant to its duties
hereunder and as set forth in Schedule C in accordance with all
applicable laws, rules and
regulations, including records required by Section 31(a) of the
1940 Act. All records shall be available during regular business hours
for inspection and use by the Fund. Where applicable, such records shall
be maintained by the Transfer Agent for the periods and in the places
required by Rule 31a-2 under the 1940 Act.
Upon reasonable notice by the Fund, the Transfer Agent shall make
available during regular business hours such of its facilities and premises
employed in connection with the performance of its duties under this
Agreement for reasonable visitation by the Fund, or any person retained by
the Fund as may be necessary for the Fund to evaluate the quality of the
services performed by the Transfer Agent pursuant hereto.
10. Other Duties. In addition to the duties set forth in Schedule C,
the Transfer Agent shall perform such other duties and functions, and
shall be
paid such amounts therefor, as may from time to time be agreed upon in
writing between the Fund and the Transfer Agent. The compensation for
such other duties and functions shall be reflected in a written amendment
to Schedule A or B and the duties and functions shall be reflected in an
amendment to Schedule C, both dated and signed by authorized persons of
the parties hereto.
11. Reliance by Transfer Agent; Instructions
(a) The Transfer Agent will have no liability when acting upon
Written or Oral Instructions believed to have been executed or orally
communicated by an Authorized Person and will not be held to have any notice
of any change of authority of any person until receipt of a
Written Instruction thereof from the Fund pursuant to Section 4(c).
The Transfer Agent will also have no
liability when processing Share certificates which it reasonably believes to
bear the proper manual or facsimile signatures of the officers of the Fund
and the proper countersignature of the Transfer Agent.
(b) At any time, the Transfer Agent may apply to any Authorized
Person of the Fund for Written Instructions and may seek advice from legal
counsel for the Fund, or its own legal counsel, with respect to any matter
arising in connection with this Agreement, and it shall not be liable
for any action taken or not taken or suffered by it in good faith in
accordance with such Written Instructions or in accordance with the
opinion of counsel for the Fund or for
the Transfer Agent. Written Instructions requested by the Transfer Agent
will be provided by the Fund within a reasonable period of time.
In addition, the Transfer Agent, its officers, agents or employees,
shall accept Oral Instructions or Written Instructions given to them by
any person representing or acting on behalf of
the Fund only if said representative is an Authorized Person.
The Fund agrees that all Oral Instructions shall be followed within one
business day by confirming Written Instructions, and that the Fund's
failure to so confirm shall not impair in
any respect the Transfer Agent's right to rely on Oral Instructions.
The Transfer Agent shall have no duty or obligation to inquire into, nor
shall the Transfer Agent
be responsible for, the legality of any act done by it upon the request or
direction of a person reasonably believed by the Transfer Agent to be an
Authorized Person.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or obligation to inquire
into, and shall not be liable for: (i) the legality of the issuance or sale
of any Shares or the sufficiency of the amount to be received therefor;
(ii) the legality of the redemption of any Shares, or the propriety of the
amount to be paid therefor; (iii) the legality of the declaration of any
dividend by the Board of Directors, or the legality of the issuance of any
Shares in payment of any dividend; or (iv)
the legality of any recapitalization or readjustment of the Shares.
12. Acts of God, etc. The Transfer Agent will not be liable or
responsible for delays or errors by acts of God or by reason of
circumstances beyond its
control, including acts of civil or military authority, national emergencies,
labor difficulties, mechanical breakdown, insurrection, war, riots, or
failure or
unavailability of transportation, communication or power supply, fire, flood
or other catastrophe.
13. Duty of Care and Indemnification. Each party hereto (the
"Indemnifying Party') will indemnify the other party
(the "Indemnified Party")
against and hold it harmless from any and all losses, claims, damages,
liabilities or expenses of any sort or kind (including reasonable
counsel fees and expenses) resulting from any claim, demand, action or
suit or other proceeding (a
"Claim") unless such Claim has resulted from a negligent failure to
act or omission to act or bad faith of the Indemnified Party in the
performance of its duties hereunder.
In addition, the Fund will indemnify the Transfer Agent against and hold it
harmless from any Claim, damages, liabilities or expenses (including
reasonable counsel
fees) that is a result of: (i) any action taken in accordance with Written or
Oral Instructions, or any other instructions, or share certificates
reasonably believed by the Transfer Agent to be genuine and to be signed,
countersigned or executed,
or orally communicated by an Authorized Person; (ii) any action taken in
accordance with written or oral advice reasonably believed by the Transfer
Agent to have been given by counsel for the Fund or its own counsel;
or (iii) any action taken as a result of any error or omission in any
record (including but not limited to
magnetic tapes, computer printouts, hard copies and microfilm copies)
delivered, or caused to be delivered by the Fund to the Transfer Agent
in connection with this Agreement.
In any case in which the Indemnifying Party may be asked to indemnify or
hold the Indemnified Party harmless, the Indemnifying Party shall be advised
of all pertinent facts concerning the situation in question.
The Indemnified Party will notify the Indemnifying Party promptly after
identifying any situation
which it believes presents or appears likely to present a claim for
indemnification against the Indemnifying Party although the failure to do
so shall not prevent recovery by the Indemnified Party. The Indemnifying
Party shall have the option to defend
the Indemnified Party against any Claim which may be the subject of this
indemnification, and, in the event that the Indemnifying Party so elects,
such defense shall be conducted by counsel chosen by the Indemnifying
Party and satisfactory to the Indemnified Party, and thereupon the
Indemnifying Party
shall take over complete defense of the Claim and the Indemnified Party
shall sustain no further legal or other expenses in respect of such
Claim. The Indemnified Party will not confess any Claim or make any
compromise in any case in which
the Indemnifying Party will be asked to provide indemnification, except with
the Indemnifying Party's prior written consent. The obligations of the
parties hereto under this Section shall survive the termination of this
Agreement.
14. Consequential Damages. In no event and under no circumstances
shall either party under this Agreement be liable to the other party for
indirect loss of profits, reputation or business or any other special
damages under any provision of this Agreement or for any act or failure
to act hereunder.
15. Term and Termination.
(a) This Agreement shall be effective on the date first written
above and shall continue until September 2, 1994, and thereafter shall
automatically continue for successive annual periods ending on the
anniversary of the date first written above, provided that it may be
terminated by either
party upon written notice given at least 60 days prior to termination.
(b) In the event a termination notice is given by the Fund, it
shall be accompanied by a resolution of the Board of Directors, certified by
the Secretary of the Fund, designating a successor transfer agent or
transfer agents. Upon such termination and at the expense of the Fund,
the Transfer Agent will deliver to such successor a certified list of
shareholders of the Fund (with names and addresses), and all other
relevant books, records, correspondence and
other Fund records or data in the possession of the Transfer Agent, and
the Transfer Agent will cooperate with the Fund and any successor transfer
agent or agents in the substitution process.
16. Confidentiality. Both parties hereto agree that any non public
information obtained hereunder concerning the other party is confidential and
may not be disclosed to any other person without the consent of the other
party, except as may be required by applicable law or at the request of the
Commission or other governmental agency. The parties further agree that
a breach of this provision would irreparably damage the other party and
accordingly agree that each of
them is entitled, without bond or other security, to an injunction
or injunctions to prevent breaches of this provision.
17. Amendment. This Agreement may only be amended or modified by a
written instrument executed by both parties.
18. Subcontracting. The Fund agrees that the Transfer Agent may, in
its discretion, subcontract for certain of the services described under this
Agreement or the Schedules hereto; provided that the appointment of any such
Transfer Agent shall not relieve the Transfer Agent of its
responsibilities hereunder.
19. Miscellaneous.
(a) Notices. Any notice or other instrument authorized or
required by this Agreement to be given in writing to the Fund or
the Transfer Agent,
shall be sufficiently given if addressed to that party and received by it
at its office set forth below or at such other place as it may from time
to time designate in writing.
To the Fund:
Smith Barney World Funds, Inc.
388 Greenwich Street, 22 Floor
New York, NY 10013
Attention:Heath B. McLendon
To the Transfer Agent:
The Shareholder Services Group
One Exchange Place
53 State Street
Boston, Massachusetts 02109
(b) Successors. This Agreement shall extend to and shall be
binding upon the parties hereto, and their respective successors and assigns,
provided, however, that this Agreement shall not be assigned to any person
other than a person controlling, controlled by or under common control
with the assignor without the written consent of the other party, which
consent shall not be unreasonably withheld.
(c) Governing Law. This Agreement shall be governed
exclusively by the laws of the State of New York without reference to the
choice of law provisions thereof. Each party hereto hereby agrees
that (i) the
Supreme Court of New York sitting in New York County shall have exclusive
jurisdiction
over any and all disputes arising hereunder; (ii) hereby consents to the
personal jurisdiction of such court over the parties hereto, hereby
waiving any defense
of lack of personal jurisdiction; and (iii) appoints the person to whom
notices hereunder are to be sent as agent for service of process.
(d) Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.
(e) Captions. The captions of this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hreof or otherwise affect their construction or effect.
(f) Use of Transfer Agent's Name. The Fund shall not use the
name of the Transfer Agent in any Prospectus, Statement of Additional
Information, shareholders' report, sales literature or other material
relating to the Fund in a manner not approved prior thereto in writing;
provided, that the
Transfer Agent need only receive notice of all reasonable uses of its name
which merely refer in accurate terms to its appointment hereunder or
which are required by any government agency or applicable law or rule.
Notwithstanding the
foregoing, any reference to the Transfer Agent shall include a statement to
the effect that it is a wholly owned subsidiary of First Data Corporation.
(g) Use of Fund's Name. The Transfer Agent shall not use the
name of the Fund or material relating to the Fund on any documents or forms
for other than internal use in a manner not approved prior thereto in
writing;
provided, that the Fund need only receive notice of all reasonable uses of
its name which merely refer in accurate terms to the appointment of the
Transfer Agent or which are required by any government agency or applicable
law or rule.
(h) Independent Contractors. The parties agree that they are
independent contractors and not partners or co-venturers.
(i) Entire Agreement; Severability. This Agreement and the
Schedules attached hereto constitute the entire agreement of the parties
hereto relating to the matters covered hereby and supersede any previous
agreements.
If any provision is held to be illegal, unenforceable or invalid for
any reason, the remaining provisions shall not be affected or impaired
thereby.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their duly authorized officers,
as of the day and year first above written.
SMITH BARNEY WORLD FUNDS INC.
By: _______________
Heath B. McLendon
President
THE SHAREHOLDER SERVICES GROUP, INC.
By:__________________
Michael G. McCarthy
Vice President
A-1
Transfer Agent Fee
Schedule A
Class A shares
The Fund shall pay the Transfer Agent an annualized fee of $11.00 per
shareholder account that is open during any monthly period. Such fee shall be
billed by the Transfer Agent monthly in arrears on a prorated basis of
1/12 of the annualized fee for all accounts that are open during such a
month.
The Fund shall pay the Transfer Agent an additional fee of $.125 per closed
account per month applicable to those shareholder accounts which close in a
given month and remain closed through the following month-end billing cycle.
Such fee shall be billed by the Transfer Agent monthly in arrears.
Class B shares
The Fund shall pay the Transfer Agent an annualized fee of $12.50 per
shareholder account that is open during any monthly period. Such fee shall be
billed by the Transfer Agent monthly in arrears on a prorated basis of 1/12
of the annualized fee for all accounts that are open during such a month.
The Fund shall pay the Transfer Agent an additional fee of $.125 per closed
account per month applicable to those shareholder accounts which close in a
given month and remain closed through the following month-end billing cycle.
Such fee shall be billed by the Transfer Agent monthly in arrears.
Class C shares
The Fund shall pay the Transfer Agent an annualized fee of $8.50 per
shareholder account that is open during any monthly period. Such fee
shall be billed by
the Transfer Agent monthly in arrears on a prorated basis of 1/12 of the
annualized fee for all accounts that are open during such a month.
The Fund shall pay the Transfer Agent an additional fee of $.125 per closed
account per month applicable to those shareholder accounts which close in a
given month and remain closed through the following month-end billing cycle.
Such fee shall be billed by the Transfer Agent monthly in arrears.
A-2
Class D shares
The Fund shall pay the Transfer Agent an annualized fee of $9.50 per
shareholder account that is open during any monthly period. Such fee shall
be billed by the Transfer Agent monthly in arrears on a prorated basis of
1/12 of the annualized fee for all accounts that are open during such
a month.
The Fund shall pay the Transfer Agent an additional fee of $.125 per closed
account per month applicable to those shareholder accounts which close in a
given month and remain closed through the following month-end billing cycle.
Such fee shall be billed by the Transfer Agent monthly in arrears.
B-1
Schedule B
OUT-OF-POCKET EXPENSES
The Fund shall reimburse the Transfer Agent monthly for applicable
out-of-pocket expenses, including, but not limited to the following items:
- Microfiche/microfilm production
- Magnetic media tapes and freight
- Printing costs, including certificates, envelopes, checks and
stationery
- Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct
pass through to the Fund
- Due diligence mailings
- Telephone and telecommunication costs, including
all lease, maintenance and line costs
- Proxy solicitations, mailings and tabulations
- Daily & Distribution advice mailings
- Shipping, Certified and Overnight mail and insurance
- Year-end form production and mailings
- Terminals, communication lines, printers and other equipment
and any expenses incurred in connection with such terminals and lines
- Duplicating services
- Courier services
- Incoming and outgoing wire charges
- Federal Reserve charges for check clearance
- Record retention, retrieval and destruction costs, including,
but not limited to exit fees charged by third party record keeping vendors
- Third party audit reviews
- Insurance
- Such other miscellaneous expenses reasonably incurred by the
Transfer Agent in performing its duties and responsibilities under this
Agreement.
The Fund agrees that postage and mailing expenses will be paid on the
day of or prior to mailing as agreed with the Transfer Agent.
In addition, the
Fund will promptly reimburse the Transfer Agent for any other
unscheduled expenses incurred by the Transfer Agent whenever the Fund and
the Transfer Agent mutually agree that such expenses are not otherwise
properly borne by the
Transfer Agent as part of its duties and obligations under the Agreement.
C-1
Schedule C
DUTIES OF THE TRANSFER AGENT
1. Shareholder Information. The Transfer Agent or its agent
shall maintain a record of the number of Shares held by each holder
of record which
shall include name, address, taxpayer identification and which shall indicate
whether such Shares are held in certificates or uncertificated form.
2. Shareholder Services. The Transfer Agent or its agent will
investigate all inquiries from shareholders of the Fund relating to
Shareholder accounts and will respond to all communications from
Shareholders and others
relating to its duties hereunder and such other correspondence as may from
time to time be mutually agreed upon between the Transfer Agent and the
Fund. The Transfer Agent shall provide the Fund with reports concerning
shareholder inquires and the responses thereto by the Transfer Agent,
in such form and at
such times as are agreed to by the Fund and the Transfer Agent.
3. Share Certificates.
(a) At the expense of the Fund, it shall supply the Transfer
Agent or its agent with an adequate supply of blank share certificates
to meet the Transfer Agent or its agent's requirements therefor.
Such Share certificates
shall be properly signed by facsimile. The Fund agrees that,
notwithstanding the
death, resignation, or removal of any officer of the Fund whose
signature appears on such certificates, the Transfer Agent or its agent
may continue to countersign certificates which bear such signatures until
otherwise directed by Written Instructions.
(b) The Transfer Agent or its agent shall issue replacement Share
certificates in lieu of certificates which have been lost, stolen or
destroyed, upon receipt by the Transfer Agent or its agent of properly
executed affidavits and
lost certificate bonds, in form satisfactory to the Transfer Agent or
its agent, with the Fund and the Transfer Agent or its agent as obligees
under the bond.
(c) The Transfer Agent or its agent shall also maintain a record
of each certificate issued, the number of Shares represented thereby and the
holder of record. With respect to Shares held in open accounts or
uncertificated form, i.e., no certificate being issued with respect thereto,
the Transfer Agent or its agent shall maintain comparable records of the
record holders thereof, including
their names, addresses and taxpayer identification. The Transfer Agent or
its agent shall further maintain a stop transfer record on lost and/or
replaced certificates.
C-2
4. Mailing Communications to Shareholders; Proxy Materials. The
Transfer Agent or its agent will address and mail to
Shareholders of the Fund, all reports to Shareholders, dividend and
distribution notices and proxy material for the Fund's meetings of
Shareholders. In
connection with meetings of Shareholders, the Transfer Agent or its
Agent will prepare
Shareholder lists, mail and certify as to the mailing of proxy materials,
process and tabulate returned proxy cards, report on proxies voted prior
to meetings, act as inspector of election at meetings and certify
Shares voted at meetings.
5. Sales of Shares
(a) Suspension of Sale of Shares. The Transfer Agent or its
agent shall not be required to issue any Shares of the Fund where it
has received a Written Instruction from the Fund or official notice from
any appropriate authority that the sale of the Shares of the Fund
has been suspended or
discontinued. The existence of such Written Instructions or such official
notice shall be conclusive evidence of the right of the Transfer Agent
or its agent to rely on such Written Instructions or official notice.
(b) Returned Checks. In the event that any check or other order
for the payment of money is returned unpaid for any reason, the Transfer
Agent or its agent will: (i) give prompt notice of such return to the
Fund or its
designee; (ii) place a stop transfer order against all Shares issued as a
result of such check or order; and (iii) take such actions as the Transfer
Agent may from time to time deem appropriate.
6. Transfer and Repurchase
(a) Requirements for Transfer or Repurchase of Shares. The
Transfer Agent or its agent shall process all requests to transfer or redeem
Shares in accordance with the transfer or repurchase procedures set forth in
the Fund's Prospectus.
The Transfer Agent or its agent will transfer or repurchase Shares
upon receipt of Oral or Written Instructions or otherwise pursuant to the
Prospectus and Share certificates, if any, properly endorsed for transfer or
redemption, accompanied by such documents as the Transfer Agent or its agent
reasonably may deem necessary.
The Transfer Agent or its agent reserves the right to refuse to
transfer or repurchase Shares until it is satisfied that the endorsement on
the instructions is valid and genuine. The Transfer Agent or its agent also
reserves the right to refuse to transfer or repurchase Shares until it is
satisfied that the requested transfer or repurchase is legally authorized,
and it shall incur no liability for the refusal, in good faith, to make
transfers or repurchases which the TransferAgent or its agent, in
C-3
its good judgement, deems improper or unauthorized, or until it is reasonably
satisfied that there is no basis to any claims adverse
to such transfer or repurchase.
(b) Notice to Custodian and Fund. When Shares are redeemed, the
Transfer Agent or its agent shall, upon receipt of the instructions and
documents in proper form, deliver to the Custodian and the Fund or its
designee a notification setting forth the number of Shares to be
repurchased. Such repurchased shares
shall be reflected on appropriate accounts maintained by the
Transfer Agent or its agent reflecting outstanding Shares of the Fund
and Shares attributed to individual accounts.
(c) Payment of Repurchase Proceeds. The Transfer Agent or its
agent shall, upon receipt of the moneys paid to it by the Custodian for the
repurchase of Shares, pay such moneys as are received from the Custodian, all
in accordance with the procedures described in the written instruction
received by the Transfer Agent or its agent from the Fund.
The Transfer Agent or its agent shall not process or effect any
repurchase with respect to Shares of the Fund after receipt by the Transfer
Agent or its agent of notification of the suspension of the determination
of the net asset value of the Fund.
7. Dividends
(a) Notice to Agent and Custodian. Upon the declaration of each
dividend and each capital gains distribution by the Board of Directors of the
Fund with respect to Shares of the Fund, the Fund shall furnish or
cause to be furnished to the Transfer Agent or its agent a copy of a
resolution of the Fund's Board
of Directors certified by the Secretary of the Fund setting forth the
date of the
declaration of such dividend or distribution, the ex-dividend date, the date
of payment thereof, the record date as of which shareholders entitled to
payment shall be determined, the amount payable per Share to the
shareholders of record as of that date, the total amount payable to the
Transfer Agent or its agent on
the payment date and whether such dividend or distribution is to be paid
in Shares of such class at net asset value.
On or before the payment date specified in such resolution of the
Board of Directors, the Custodian of the Fund will pay to the Transfer Agent
sufficient cash to make payment to the shareholders of record as of such
payment date.
(b) Insufficient Funds for Payments. If the Transfer Agent or
its agent does not receive sufficient cash from the Custodian to make total
dividend and/or distribution payments to all shareholders of the Fund as of
the record date, the Transfer
C-4
Agent or its agent will, upon notifying the Fund, withhold payment to all
Shareholders of record as of the record date until sufficient cash is
provided to the Transfer Agent or its agent.
C-5
Exhibit
1
to
Schedule C
Summary of Services
The services to be performed by the Transfer Agent or its agent shall be
as follows:
A. DAILY RECORDS
Maintain daily the following information with respect to each
Shareholder account as received:
o Name and Address (Zip Code)
o Class of Shares
o Taxpayer Identification Number
o Balance of Shares held by Agent
o Beneficial owner code: i.e., male, female, joint tenant,
etc.
o Dividend code (reinvestment)
o Number of Shares held in certificate form
B. OTHER DAILY ACTIVITY
o Answer written inquiries relating to Shareholder accounts
(matters relating to portfolio management, distribution of
Shares and other management policy questions will be
referred to the Fund).
o Process additional payments into established Shareholder
accounts in accordance with Written Instruction from the
Agent.
o Upon receipt of proper instructions and all required
documentation, process requests for repurchase of Shares.
o Identify redemption requests made with respect to accounts
in which Shares have been purchased within an
agreed-upon period of time for determining whether good
funds have been collected with respect to such purchase
and process as agreed by the Agent in accordance with
written instructions set forth by the Fund.
o Examine and process all transfers of Shares, ensuring that
all transfer requirements and legal documents have been
supplied.
C-6
o Issue and mail replacement checks.
o Open new accounts and maintain records of exchanges
between accounts
C. DIVIDEND ACTIVITY
o Calculate and process Share dividends and distributions as
instructed by the Fund.
o Compute, prepare and mail all necessary reports to
Shareholders or various authorities as requested by the
Fund. Report to the Fund reinvestment plan share
purchases and determination of the reinvestment price.
D. MEETINGS OF SHAREHOLDERS
o Cause to be mailed proxy and related material for all
meetings of Shareholders. Tabulate returned proxies
(proxies must be adaptable to mechanical equipment of the
Agent or its agents) and supply daily reports when
sufficient proxies have been received.
o Prepare and submit to the Fund an Affidavit of Mailing.
o At the time of the meeting, furnish a certified list of
Shareholders, hard copy, microfilm or microfiche and, if
requested by the Fund, Inspection of Election.
E. PERIODIC ACTIVITIES
o Cause to be mailed reports, Prospectuses, and any other enclosures
requested by the Fund (material must be adaptable to mechanical
equipment of Agent or its agents).
o Receive all notices issued by the Fund with respect to the
Preferred Shares in accordance with and pursuant to the Articles of
Incorporation and the Indenture and perform such other specific
duties as are set forth in the Articles of Incorporation including a
giving of notice of a special meeting and notice of redemption in
the circumstances and otherwise in accordance with all relevant
provisions of the Articles of Incorporation.
Independent Auditors' Consent
To the Shareholders and Board of Directors of
Smith Barney World Funds Inc.
We consent to the use of our reports, as listed below, with respect to the
Portfolios of Smith Barney World Funds, Inc. incorporated herein by
reference and to the references to our Firm under the headings "Financial
Highlights" in the Prospectuses and "Independent Auditors" in the Statement
of Additional Information.
Portfolio Date of Independent Auditors' Report
Emerging Markets Portfolio December 20, 1996
European Portfolio December 20, 1996
Global Government Bond Portfolio December 20, 1996
International Balanced Portfolio December 20, 1996
Pacific Portfolio December 20, 1996
International Equity Portfolio December 19, 1996
KPMG Peat Marwick LLP
New York, New York
February 20, 1997
AMENDED PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
OF
SMITH BARNEY WORLD FUNDS, INC./INTERNATIONAL EQUITY PORTFOLIO
This Amended Plan of Distribution (the "Plan") is adopted in accordance
with Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Smith
Barney World Funds, Inc. (the "Fund") on behalf of the International Equity
Portfolio (the "Portfolio"), subject to the following terms and conditions:
1. With respect to Class A, Class B and Class C shares, the Portfolio
shall pay to Smith Barney Inc. ("Smith Barney") a service fee at the maximum
rate of 0.25% per annum of the average net assets of each such class.
Shareholder servicing expenses incurred in respect of Class A, Class B and
Class C shares during any fiscal year in excess of the foregoing limit shall
not be reimbursable by such class. With respect to Class B and Class C
shares, the Portfolio shall pay to Smith Barney an asset-based sales charge of
0.75% of the average net assets of each such class. Sales-related expenses
incurred in respect of Class B and Class C shares not reimbursed in any given
year will be carried forward and paid by the respective class in future years
so long as the Plan is in effect. Interest will be accrued on such carry
forward amounts at a rate equivalent to Smith Barney's "base rate," which
reflects short-term market rates of interest and Smith Barney's blended
borrowing costs. Amounts payable by each class shall be calculated and
accrued daily and paid monthly or at such other intervals as the Board of
Directors shall determine.
2. The amount payable by a particular class as set forth in paragraph 1
of the Plan may be spent by Smith Barney on the following types of activities
or expenses: (1) compensation to Financial Consultants whose clients are
shareholders of the class; (2) the pro rata share of other employment costs of
such Financial Consultants based on their gross production credits (e.g. FICA,
employee benefits, etc.); (3) employment expenses of home office personnel
primarily responsible for distribution of the class shares and for providing
service to the class' shareholders; (4) the pro rata share of branch office
fixed expenses (including branch overhead allocations); (5) media advertising
or promotion; (6) printing costs of marketing materials, including
prospectuses, sales literature, communications to shareholders and
advertisements (including the creative costs associated therewith); (7)
payments to other Broker/Dealers and (8) interest and/or carrying charges. In
addition, for purposes of paragraph 1 hereof, asset-based sales charges and
shareholder servicing expenses and the activities of Smith Barney carried out
in respect thereof shall be interpreted in a manner consistent with Section
26(d) of the Rules of Fair Practice of the National Association of Securities
Dealers.
3. The Plan shall become effective upon its execution by an authorized
officer of the Fund following its approval by votes of a majority of both (a)
the Board of Directors of the Fund and (b) those directors of the Fund who are
not "interested persons" of the Fund (as defined in the Act) and have no
direct or indirect financial interest in the operation of the Plan or any
agreements related to it (the "Independent Directors"), cast in person at a
meeting (or meetings) called for the purpose of voting on the Plan or any
related agreements (the "Effective Date").
4. The Plan and any related agreements shall remain in effect for one
year from its Effective Date and may be continued thereafter if it is approved
each year by the votes set forth in the preceding paragraph.
5. Smith Barney shall provide to the Board of Directors of the Fund and
the Board of Directors shall review, at least quarterly, a written report of
the amounts so expended for each class and the purposes for which such
expenditures were made.
6. The Plan may be terminated with respect to a class at any time by vote
of a majority of the Independent Directors or by a vote of a majority of the
outstanding voting securities of the class.
7. The Plan may not be amended to increase materially the amount payable
by a class in accordance with paragraph 1 hereof unless such amendment is
approved by a "vote of a majority of the outstanding voting securities" of the
class, which is defined as the vote of the lesser of (1) 67% or more of the
shares present at the meeting, if the holders of more than 50% of the
outstanding shares of the class are present or represented by proxy; (2) more
than 50% of the outstanding shares of the class. No material amendment to the
Plan shall be made unless approved in the manner provided for initial approval
in paragraph 3 hereof.
8. While the Plan is in effect, the selection and nomination of directors
who are not interested persons (as defined in the Act) of the Fund shall be
committed to the discretion of the directors who are not interested persons.
9. The Fund shall preserve copies of the Plan and any related agreements
and all reports made pursuant to paragraph 5 hereof, for a period of not less
than six years from the date of the Plan, or such agreement or such report, as
the case may be, the first two years in an easily accessible place.
IN WITNESS THEREOF, the Fund has executed this Amended Plan of
Distribution on the day and year set forth below in New York, New York.
DATED: November 7, 1994
SMITH BARNEY WORLD FUNDS, INC.
By:
Stephen J. Treadway
President
-2-
AMENDED PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
OF
SMITH BARNEY WORLD FUNDS, INC./GLOBAL GOVERNMENT BOND PORTFOLIO
This Amended Plan of Distribution (the "Plan") is adopted in accordance
with Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Smith
Barney World Funds, Inc. (the "Fund") on behalf of the Global Government Bond
Portfolio (the "Portfolio"), subject to the following terms and conditions:
1. With respect to Class A, Class B and Class C shares, the Portfolio
shall pay to Smith Barney Inc. ("Smith Barney") a service fee at the maximum
rate of 0.25% per annum of the average net assets of each such class.
Shareholder servicing expenses incurred in respect of Class A, Class B and
Class C shares during any fiscal year in excess of the foregoing limit shall
not be reimbursable by such class. With respect to Class B shares, the
Portfolio shall pay to Smith Barney an asset-based sales charge of 0.50% of
the average net assets of such class. With respect to Class C shares, the
Portfolio shall pay to Smith Barney an asset-based sales charge of 0.45% of
the average net assets of such class. Sales-related expenses incurred in
respect of Class B and Class C shares not reimbursed in any given year will be
carried forward and paid by the respective class in future years so long as
the Plan is in effect. Interest will be accrued on such carry forward amounts
at a rate equivalent to Smith Barney's "base rate," which reflects short-term
market rates of interest and Smith Barney's blended borrowing costs. Amounts
payable by each class shall be calculated and accrued daily and paid monthly
or at such other intervals as the Board of Directors shall determine.
2. The amount payable by a particular class a set forth in paragraph 1 of
the Plan may be spent by Smith Barney on the following types of activities or
expenses: (1) compensation to Financial Consultants whose clients are
shareholders of the class; (2) the pro rata share of other employment costs of
such Financial Consultants based on their gross production credits (e.g. FICA,
employee benefits, etc.); (3) employment expenses of home office personnel
primarily responsible for distribution of the class shares and for providing
service to the class' shareholders; (4) the pro rata share of branch office
fixed expenses (including branch overhead allocations); (5) media advertising
or promotion; (6) printing costs of marketing materials, including
prospectuses, sales literature, communications to shareholders and
advertisements (including the creative costs associated therewith); (7)
payments to other Broker/Dealers and (8) interest and/or carrying charges. In
addition, for purposes of paragraph 1 hereof, asset-based sales charges and
shareholder servicing expenses and the activities of Smith Barney carried out
in respect thereof shall be interpreted in a manner consistent with Section
26(d) of the Rules of Fair Practice of the National Association of Securities
Dealers.
3. The Plan shall become effective upon its execution by an authorized
officer of the Fund following its approval by votes of a majority of both (a)
the Board of Directors of the Fund and (b) those directors of the Fund who are
not "interested persons" of the Fund (as defined in the Act) and have no
direct or indirect financial interest in the operation of the Plan or any
agreements related to it (the "Independent Directors"), cast in person at a
meeting (or meetings) called for the purpose of voting on the Plan or any
related agreements (the "Effective Date").
4. The Plan and any related agreements shall remain in effect for one
year from its Effective Date and may be continued thereafter if it is approved
each year by the votes set forth in the preceding paragraph.
5. Smith Barney shall provide to the Board of Directors of the Fund and
the Board of Directors shall review, at least quarterly, a written report of
the amounts so expended for each class and the purposes for which such
expenditures were made.
6. The Plan may be terminated with respect to a class at any time by vote
of a majority of the Independent Directors or by a vote of a majority of the
outstanding voting securities of the class.
7. The Plan may not be amended to increase materially the amount payable
by a class in accordance with paragraph 1 hereof unless such amendment is
approved by a "vote of a majority of the outstanding voting securities" of the
class, which is defined as the vote of the lesser of (1) 67% or more of the
shares present at the meeting, if the holders of more than 50% of the
outstanding shares of the class are present or represented by proxy; (2) more
than 50% of the outstanding shares of the class. No material amendment to the
Plan shall be made unless approved in the manner provided for initial approval
in paragraph 3 hereof.
8. While the Plan is in effect, the selection and nomination of directors
who are not interested persons (as defined in the Act) of the Fund shall be
committed to the discretion of the directors who are not interested persons.
9. The Fund shall preserve copies of the Plan and any related agreements
and all reports made pursuant to paragraph 5 hereof, for a period of not less
than six years from the date of the Plan, or such agreement or such report, as
the case may be, the first two years in an easily accessible place.
IN WITNESS THEREOF, the Fund has executed this Amended Plan of
Distribution on the day and year set forth below in New York, New York.
DATED: November 7, 1994
SMITH BARNEY WORLD FUNDS, INC.
By:
Stephen J. Treadway
President
-2-
AMENDED PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
OF
SMITH BARNEY WORLD FUNDS, INC./EUROPEAN PORTFOLIO
This Amended Plan of Distribution (the "Plan") is adopted in accordance
with Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Smith
Barney World Funds, Inc. (the "Fund") on behalf of the European Portfolio (the
"Portfolio"), subject to the following terms and conditions:
1. With respect to Class A, Class B and Class C shares, the Portfolio
shall pay to Smith Barney Inc. ("Smith Barney") a service fee at the maximum
rate of 0.25% per annum of the average net assets of each such class.
Shareholder servicing expenses incurred in respect of Class A, Class B and
Class C shares during any fiscal year in excess of the foregoing limit shall
not be reimbursable by such class. With respect to Class B and Class C
shares, the Portfolio shall pay to Smith Barney an asset-based sales charge of
0.75% of the average net assets of each such class. Sales-related expenses
incurred in respect of Class B and Class C shares not reimbursed in any given
year will be carried forward and paid by the respective class in future years
so long as the Plan is in effect. Interest will be accrued on such carry
forward amounts at a rate equivalent to Smith Barney's "base rate," which
reflects short-term market rates of interest and Smith Barney's blended
borrowing costs. Amounts payable by each class shall be calculated and
accrued daily and paid monthly or at such other intervals as the Board of
Directors shall determine.
2. The amount payable by a particular class as set forth in paragraph 1
of the Plan may be spent by Smith Barney on the following types of activities
or expenses: (1) compensation to Financial Consultants whose clients are
shareholders of the class; (2) the pro rata share of other employment costs of
such Financial Consultants based on their gross production credits (e.g. FICA,
employee benefits, etc.); (3) employment expenses of home office personnel
primarily responsible for distribution of the class shares and for providing
service to the class' shareholders; (4) the pro rata share of branch office
fixed expenses (including branch overhead allocations); (5) media advertising
or promotion; (6) printing costs of marketing materials, including
prospectuses, sales literature, communications to shareholders and
advertisements (including the creative costs associated therewith); (7)
payments to other Broker/Dealers and (8) interest and/or carrying charges. In
addition, for purposes of paragraph 1 hereof, asset-based sales charges and
shareholder servicing expenses and the activities of Smith Barney carried out
in respect thereof shall be interpreted in a manner consistent with Section
26(d) of the Rules of Fair Practice of the National Association of Securities
Dealers.
3. The Plan shall become effective upon its execution by an authorized
officer of the Fund following its approval by votes of a majority of both (a)
the Board of Directors of the Fund and (b) those directors of the Fund who are
not "interested persons" of the Fund (as defined in the Act) and have no
direct or indirect financial interest in the operation of the Plan or any
agreements related to it (the "Independent Directors"), cast in person at a
meeting (or meetings) called for the purpose of voting on the Plan or any
related agreements (the "Effective Date").
4. The Plan and any related agreements shall remain in effect for one
year from its Effective Date and may be continued thereafter if it is approved
each year by the votes set forth in the preceding paragraph.
5. Smith Barney shall provide to the Board of Directors of the Fund and
the Board of Directors shall review, at least quarterly, a written report of
the amounts so expended for each class and the purposes for which such
expenditures were made.
6. The Plan may be terminated with respect to a class at any time by vote
of a majority of the Independent Directors or by a vote of a majority of the
outstanding voting securities of the class.
7. The Plan may not be amended to increase materially the amount payable
by a class in accordance with paragraph 1 hereof unless such amendment is
approved by a "vote of a majority of the outstanding voting securities" of the
class, which is defined as the vote of the lesser of (1) 67% or more of the
shares present at the meeting, if the holders of more than 50% of the
outstanding shares of the class are present or represented by proxy; (2) more
than 50% of the outstanding shares of the class. No material amendment to the
Plan shall be made unless approved in the manner provided for initial approval
in paragraph 3 hereof.
8. While the Plan is in effect, the selection and nomination of directors
who are not interested persons (as defined in the Act) of the Fund shall be
committed to the discretion of the directors who are not interested persons.
9. The Fund shall preserve copies of the Plan and any related agreements
and all reports made pursuant to paragraph 5 hereof, for a period of not less
than six years from the date of the Plan, or such agreement or such report, as
the case may be, the first two years in an easily accessible place.
IN WITNESS THEREOF, the Fund has executed this Amended Plan of
Distribution on the day and year set forth below in New York, New York.
DATED: November 7, 1994
SMITH BARNEY WORLD FUNDS, INC.
By:
Stephen J. Treadway
President
-2-
AMENDED PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
OF
SMITH BARNEY WORLD FUNDS, INC./PACIFIC PORTFOLIO
This Amended Plan of Distribution (the "Plan") is adopted in accordance
with Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Smith
Barney World Funds, Inc. (the "Fund") on behalf of the Pacific Portfolio (the
"Portfolio"), subject to the following terms and conditions:
1. With respect to Class A, Class B and Class C shares, the Portfolio
shall pay to Smith Barney Inc. ("Smith Barney") a service fee at the maximum
rate of 0.25% per annum of the average net assets of each such class.
Shareholder servicing expenses incurred in respect of Class A, Class B and
Class C shares during any fiscal year in excess of the foregoing limit shall
not be reimbursable by such class. With respect to Class B and Class C
shares, the Portfolio shall pay to Smith Barney an asset-based sales charge of
0.75% of the average net assets of each such class. Sales-related expenses
incurred in respect of Class B and Class C shares not reimbursed in any given
year will be carried forward and paid by the respective class in future years
so long as the Plan is in effect. Interest will be accrued on such carry
forward amounts at a rate equivalent to Smith Barney's "base rate," which
reflects short-term market rates of interest and Smith Barney's blended
borrowing costs. Amounts payable by each class shall be calculated and
accrued daily and paid monthly or at such other intervals as the Board of
Directors shall determine.
2. The amount payable by a particular class as set forth in paragraph 1
of the Plan may be spent by Smith Barney on the following types of activities
or expenses: (1) compensation to Financial Consultants whose clients are
shareholders of the class; (2) the pro rata share of other employment costs of
such Financial Consultants based on their gross production credits (e.g. FICA,
employee benefits, etc.); (3) employment expenses of home office personnel
primarily responsible for distribution of the class shares and for providing
service to the class' shareholders; (4) the pro rata share of branch office
fixed expenses (including branch overhead allocations); (5) media advertising
or promotion; (6) printing costs of marketing materials, including
prospectuses, sales literature, communications to shareholders and
advertisements (including the creative costs associated therewith); (7)
payments to other Broker/Dealers and (8) interest and/or carrying charges. In
addition, for purposes of paragraph 1 hereof, asset-based sales charges and
shareholder servicing expenses and the activities of Smith Barney carried out
in respect thereof shall be interpreted in a manner consistent with Section
26(d) of the Rules of Fair Practice of the National Association of Securities
Dealers.
3. The Plan shall become effective upon its execution by an authorized
officer of the Fund following its approval by votes of a majority of both (a)
the Board of Directors of the Fund and (b) those directors of the Fund who are
not "interested persons" of the Fund (as defined in the Act) and have no
direct or indirect financial interest in the operation of the Plan or any
agreements related to it (the "Independent Directors"), cast in person at a
meeting (or meetings) called for the purpose of voting on the Plan or any
related agreements (the "Effective Date").
4. The Plan and any related agreements shall remain in effect for one
year from its Effective Date and may be continued thereafter if it is approved
each year by the votes set forth in the preceding paragraph.
5. Smith Barney shall provide to the Board of Directors of the Fund and
the Board of Directors shall review, at least quarterly, a written report of
the amounts so expended for each class and the purposes for which such
expenditures were made.
6. The Plan may be terminated with respect to a class at any time by vote
of a majority of the Independent Directors or by a vote of a majority of the
outstanding voting securities of the class.
7. The Plan may not be amended to increase materially the amount payable
by a class in accordance with paragraph 1 hereof unless such amendment is
approved by a "vote of a majority of the outstanding voting securities" of the
class, which is defined as the vote of the lesser of (1) 67% or more of the
shares present at the meeting, if the holders of more than 50% of the
outstanding shares of the class are present or represented by proxy; (2) more
than 50% of the outstanding shares of the class. No material amendment to the
Plan shall be made unless approved in the manner provided for initial approval
in paragraph 3 hereof.
8. While the Plan is in effect, the selection and nomination of directors
who are not interested persons (as defined in the Act) of the Fund shall be
committed to the discretion of the directors who are not interested persons.
9. The Fund shall preserve copies of the Plan and any related agreements
and all reports made pursuant to paragraph 5 hereof, for a period of not less
than six years from the date of the Plan, or such agreement or such report, as
the case may be, the first two years in an easily accessible place.
IN WITNESS THEREOF, the Fund has executed this Amended Plan of
Distribution on the day and year set forth below in New York, New York.
DATED: November 7, 1994
SMITH BARNEY WORLD FUNDS, INC.
By:
Stephen J. Treadway
President
-2-
AMENDED PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
OF
SMITH BARNEY WORLD FUNDS, INC./INTERNATIONAL BALANCED PORTFOLIO
This Amended Plan of Distribution (the "Plan") is adopted in accordance
with Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Smith
Barney World Funds, Inc. (the "Fund") on behalf of the International Balanced
Portfolio (the "Portfolio"), subject to the following terms and conditions:
1. With respect to Class A, Class B and Class C shares, the Portfolio
shall pay to Smith Barney Inc. ("Smith Barney") a service fee at the maximum
rate of 0.25% per annum of the average net assets of each such class.
Shareholder servicing expenses incurred in respect of Class A, Class B and
Class C shares during any fiscal year in excess of the foregoing limit shall
not be reimbursable by such class. With respect to Class B and Class C
shares, the Portfolio shall pay to Smith Barney an asset-based sales charge of
0.75% of the average net assets of each such class. Sales-related expenses
incurred in respect of Class B and Class C shares not reimbursed in any given
year will be carried forward and paid by the respective class in future years
so long as the Plan is in effect. Interest will be accrued on such carry
forward amounts at a rate equivalent to Smith Barney's "base rate," which
reflects short-term market rates of interest and Smith Barney's blended
borrowing costs. Amounts payable by each class shall be calculated and
accrued daily and paid monthly or at such other intervals as the Board of
Directors shall determine.
2. The amount payable by a particular class as set forth in paragraph 1
of the Plan may be spent by Smith Barney on the following types of activities
or expenses: (1) compensation to Financial Consultants whose clients are
shareholders of the class; (2) the pro rata share of other employment costs of
such Financial Consultants based on their gross production credits (e.g. FICA,
employee benefits, etc.); (3) employment expenses of home office personnel
primarily responsible for distribution of the class shares and for providing
service to the class' shareholders; (4) the pro rata share of branch office
fixed expenses (including branch overhead allocations); (5) media advertising
or promotion; (6) printing costs of marketing materials, including
prospectuses, sales literature, communications to shareholders and
advertisements (including the creative costs associated therewith); (7)
payments to other Broker/Dealers and (8) interest and/or carrying charges. In
addition, for purposes of paragraph 1 hereof, asset-based sales charges and
shareholder servicing expenses and the activities of Smith Barney carried out
in respect thereof shall be interpreted in a manner consistent with Section
26(d) of the Rules of Fair Practice of the National Association of Securities
Dealers.
3. The Plan shall become effective upon its execution by an authorized
officer of the Fund following its approval by votes of a majority of both (a)
the Board of Directors of the Fund and (b) those directors of the Fund who are
not "interested persons" of the Fund (as defined in the Act) and have no
direct or indirect financial interest in the operation of the Plan or any
agreements related to it (the "Independent Directors"), cast in person at a
meeting (or meetings) called for the purpose of voting on the Plan or any
related agreements (the "Effective Date").
4. The Plan and any related agreements shall remain in effect for one
year from its Effective Date and may be continued thereafter if it is approved
each year by the votes set forth in the preceding paragraph.
5. Smith Barney shall provide to the Board of Directors of the Fund and
the Board of Directors shall review, at least quarterly, a written report of
the amounts so expended for each class and the purposes for which such
expenditures were made.
6. The Plan may be terminated with respect to a class at any time by vote
of a majority of the Independent Directors or by a vote of a majority of the
outstanding voting securities of the class.
7. The Plan may not be amended to increase materially the amount payable
by a class in accordance with paragraph 1 hereof unless such amendment is
approved by a "vote of a majority of the outstanding voting securities" of the
class, which is defined as the vote of the lesser of (1) 67% or more of the
shares present at the meeting, if the holders of more than 50% of the
outstanding shares of the class are present or represented by proxy; (2) more
than 50% of the outstanding shares of the class. No material amendment to the
Plan shall be made unless approved in the manner provided for initial approval
in paragraph 3 hereof.
8. While the Plan is in effect, the selection and nomination of directors
who are not interested persons (as defined in the Act) of the Fund shall be
committed to the discretion of the directors who are not interested persons.
9. The Fund shall preserve copies of the Plan and any related agreements
and all reports made pursuant to paragraph 5 hereof, for a period of not less
than six years from the date of the Plan, or such agreement or such report, as
the case may be, the first two years in an easily accessible place.
IN WITNESS THEREOF, the Fund has executed this Amended Plan of
Distribution on the day and year set forth below in New York, New York.
DATED: November 7, 1994
SMITH BARNEY WORLD FUNDS, INC.
By:
Stephen J. Treadway
President
-2-
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
OF
SMITH BARNEY WORLD FUNDS, INC./EMERGING MARKETS PORTFOLIO
This Amended Plan of Distribution (the "Plan") is adopted in accordance
with Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Smith
Barney World Funds, Inc. (the "Fund") on behalf of the Emerging Markets
Portfolio (the "Portfolio"), subject to the following terms and conditions:
1. With respect to Class A, Class B and Class C shares, the Portfolio
shall pay to Smith Barney Inc. ("Smith Barney") a service fee at the maximum
rate of 0.25% per annum of the average net assets of each such class.
Shareholder servicing expenses incurred in respect of Class A, Class B and
Class C shares during any fiscal year in excess of the foregoing limit shall
not be reimbursable by such class. With respect to Class B and Class C
shares, the Portfolio shall pay to Smith Barney an asset-based sales charge of
0.75% of the average net assets of each such class. Sales-related expenses
incurred in respect of Class B and Class C shares not reimbursed in any given
year will be carried forward and paid by the respective class in future years
so long as the Plan is in effect. Interest will be accrued on such carry
forward amounts at a rate equivalent to Smith Barney's "base rate," which
reflects short-term market rates of interest and Smith Barney's blended
borrowing costs. Amounts payable by each class shall be calculated and
accrued daily and paid monthly or at such other intervals as the Board of
Directors shall determine.
2. The amount payable by a particular class as set forth in paragraph 1
of the Plan may be spent by Smith Barney on the following types of activities
or expenses: (1) compensation to Financial Consultants whose clients are
shareholders of the class; (2) the pro rata share of other employment costs of
such Financial Consultants based on their gross production credits (e.g. FICA,
employee benefits, etc.); (3) employment expenses of home office personnel
primarily responsible for distribution of the class shares and for providing
service to the class' shareholders; (4) the pro rata share of branch office
fixed expenses (including branch overhead allocations); (5) media advertising
or promotion; (6) printing costs of marketing materials, including
prospectuses, sales literature, communications to shareholders and
advertisements (including the creative costs associated therewith); (7)
payments to other Broker/Dealers and (8) interest and/or carrying charges. In
addition, for purposes of paragraph 1 hereof, asset-based sales charges and
shareholder servicing expenses and the activities of Smith Barney carried out
in respect thereof shall be interpreted in a manner consistent with Section
26(d) of the Rules of Fair Practice of the National Association of Securities
Dealers.
3. The Plan shall become effective upon its execution by an authorized
officer of the Fund following its approval by votes of a majority of both (a)
the Board of Directors of the Fund and (b) those directors of the Fund who are
not "interested persons" of the Fund (as defined in the Act) and have no
direct or indirect financial interest in the operation of the Plan or any
agreements related to it (the "Independent Directors"), cast in person at a
meeting (or meetings) called for the purpose of voting on the Plan or any
related agreements (the "Effective Date").
4. The Plan and any related agreements shall remain in effect for one
year from its Effective Date and may be continued thereafter if it is approved
each year by the votes set forth in the preceding paragraph.
5. Smith Barney shall provide to the Board of Directors of the Fund and
the Board of Directors shall review, at least quarterly, a written report of
the amounts so expended for each class and the purposes for which such
expenditures were made.
6. The Plan may be terminated with respect to a class at any time by vote
of a majority of the Independent Directors or by a vote of a majority of the
outstanding voting securities of the class.
7. The Plan may not be amended to increase materially the amount payable
by a class in accordance with paragraph 1 hereof unless such amendment is
approved by a "vote of a majority of the outstanding voting securities" of the
class, which is defined as the vote of the lesser of (1) 67% or more of the
shares present at the meeting, if the holders of more than 50% of the
outstanding shares of the class are present or represented by proxy; (2) more
than 50% of the outstanding shares of the class. No material amendment to the
Plan shall be made unless approved in the manner provided for initial approval
in paragraph 3 hereof.
8. While the Plan is in effect, the selection and nomination of directors
who are not interested persons (as defined in the Act) of the Fund shall be
committed to the discretion of the directors who are not interested persons.
9. The Fund shall preserve copies of the Plan and any related agreements
and all reports made pursuant to paragraph 5 hereof, for a period of not less
than six years from the date of the Plan, or such agreement or such report, as
the case may be, the first two years in an easily accessible place.
IN WITNESS THEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in New York, New York.
DATED: January ___, 1995
SMITH BARNEY WORLD FUNDS, INC.
By:
Stephen J. Treadway
President
-2-
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
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<NAME> SMITH BARNEY WORLD FUNDS, INC.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000873637
<NAME> SMITH BARNEY WORLD FUNDS, INC.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000873637
<NAME> SMITH BARNEY WORLD FUNDS, INC.
<SERIES>
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
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<CIK> 0000873637
<NAME> SMITH BARNEY WORLD FUNDS, INC.
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<TABLE> <S> <C>
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</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000873637
<NAME> SMITH BARNEY WORLD FUNDS, INC.
<SERIES>
<NUMBER> 2
<NAME> INTERNATIONAL EQUITY PORTFOLIO CLASS A
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</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000873637
<NAME> SMITH BARNEY WORLD FUNDS, INC.
<SERIES>
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<NAME> INTERNATIONAL EQUITY PORTFOLIO CLASS B
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
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