<PAGE>
PROSPECTUS
CONSULTING GROUP CAPITAL MARKETS FUNDS
222 Delaware Avenue Wilmington, Delaware 19801 (212) 816-TRAK
Consulting Group Capital Markets Funds, (the "Trust"), is an open-
end,
management investment company providing a convenient means of investing in
separate investment portfolios (the "Portfolios") professionally managed by
the Consulting Group (the "Manager" or the "Consulting Group") of Smith
Barney
Mutual Funds Management Inc. ("SBMFM"). Each of the Portfolios benefits
from
discretionary advisory services by an investment advisor (the "Advisor")
identified, retained, supervised and compensated by the Manager. The Trust
is
a series company that currently consists of the following Portfolios to
which
this Prospectus relates:
Government Money Investments
Intermediate Fixed Income Investments
Long-Term Bond Investments
Municipal Bond Investments
Mortgage Backed Investments
Balanced Investments
Large Capitalization Value Equity Investments
Large Capitalization Growth Investments
Small Capitalization Value Equity Investments
Small Capitalization Growth Investments
International Equity Investments
International Fixed Income Investments
Emerging Markets Equity Investments
Each of the Portfolios is a diversified Portfolio of the Trust,
except
International Fixed Income Investments, which is a non-diversified
Portfolio.
Shares of Government Money Investments are not guaranteed or insured by the
U.S. government and, although Government Money Investments attempts to
maintain a constant net asset value of $1.00 per share, there can be no
assurance that it will be able to do so at all times.
Shares of the Portfolios are offered exclusively to participants in
TRAK (R)
Personalized Investment Advisory Services ("TRAK"), an investment advisory
service that directly provides to investors asset allocation
recommendations
with respect to the Portfolios based on an evaluation of an investor's
investment objectives and risk tolerances, as well as to or for the benefit
of
participants in other investment advisory serves offered by qualified
investment advisors. Participation in TRAK is subject to payment of a
separate
investment advisory fee at a maximum annual rate of 1.50% of assets held in
a
TRAK account, which may be subject to negotiation. Other investment
advisory
services purchasing Portfolio shares on behalf of their clients also may
separately impose different investment advisory fees for different levels
of
services as agreed upon with their clients. The operating expenses of the
Portfolios, when combined with any investment advisory fees separately
paid,
may involve greater fees and expenses that other investment companies whose
shares are purchased without the benefit of asset allocation
recommendations
rendered by investment advisors.
This Prospectus sets forth concisely certain information about the
Trust,
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.
Additional information about the Trust is contained in a Statement of
Additional Information which is available upon request and without charge
by
calling or writing the Trust at the telephone number or address listed
above
or by contacting any Smith Barney Inc. ("Smith Barney") Financial
Consultant.
The Statement of Additional Information, which has been filed with the
Securities and Exchange Commission, bears the same date as this Prospectus
and
is incorporated by reference into this Prospectus in its entirety.
SHARES OF THE PORTFOLIOS ARE NOT INSURED BY THE FDIC; ARE NOT A
DEPOSIT OR
OTHER OBLIGATION OF, OR GUARANTEED BY ANY BANK; AND ARE SUBJECT TO
INVESTMENT
RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
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.
March 14, 1995
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Exchange Privilege.................................................... 41
Summary............................................................... 1
TRAK Fees; Portfolio Expenses......................................... 4
Financial Highlights.................................................. 6
Objectives and Policies of the Portfolios............................. 13
Management of the Trust............................................... 30
Purchase of Shares.................................................... 37
Redemption of Shares.................................................. 39
Net Asset Value....................................................... 40
<CAPTION>
Page
----
<S> <C>
Exchange Privilege.................................................... 41
Dividends, Distributions and Taxes.................................... 41
Custodian and Transfer Agent.......................................... 43
Performance of the Portfolios......................................... 43
Additional Information................................................ 45
Appendix A............................................................ A-1
Appendix B............................................................ B-1
</TABLE>
SUMMARY
The following summary is qualified in its entirety by the more detailed
information included elsewhere in this Prospectus.
The Trust. The Trust is a management investment company providing a
convenient means of investing in separate Portfolios professionally managed
by
the Manager. The assets of each of the Portfolios are managed on a
discretionary basis by one or more separate Advisors. See "Management of
the
Trust." The Trust is a series company currently consisting of the following
13
Portfolios:
. Government Money Investments, whose Advisor is Standish, Ayer & Wood,
Inc.
. Intermediate Fixed Income Investments, whose Advisor is Standish, Ayer
&
Wood, Inc.
. Long-Term Bond Investments (formerly Total Return Fixed Income
Investments), whose Advisor is Wolf, Webb, Burk & Campbell, Inc.
. Municipal Bond Investments, whose Advisor is Smith Affiliated Capital
Corp.
. Mortgage Backed Investments, whose Advisor is Atlantic Portfolio
Analytics & Management, Inc.
. International Fixed Income Investments, whose Advisor is Julius Baer
Investment Management Inc.
. Balanced Investments, whose Advisor is Palley-Needelman Asset
Management,
Inc.
. Large Capitalization Value Equity Investments, whose Advisors are
Newbold's Asset Management, Inc. and Parametric Portfolio Associates.
. Small Capitalization Value Equity Investments, whose Advisors are NFJ
Investment Group and Wells Fargo Nikko Investment Advisors.
. Large Capitalization Growth Investments, whose Advisors are Provident
Investment Counsel and Boston Structured Advisors.
. Small Capitalization Growth Investments, whose Advisors are Pilgrim
Baxter & Associates, Ltd. and Mellon Capital Management Corporation.
. International Equity Investments, whose Advisors are Oechsle
International Advisors, L.P. and State Street Global Advisors.
. Emerging Markets Equity Investments, whose Advisor is John Govett & Co.
Limited.
Management. The Consulting Group acts as the Portfolios' Manager. Each of
the
Portfolios benefits from discretionary advisory services made available by
one
or more Advisors identified, retained, supervised and compensated by the
Manager. SBMFM serves as the Portfolios' administrator and generally
manages
all aspects of the Trust's administration and operation. See "Management of
the
Trust."
TRAK and Other Investment Advisory Services. Shares of the Portfolios are
offered exclusively to or for the benefit of participants in TRAK and other
investment advisory services offered by qualified investment advisors. TRAK
is
an investment advisory service pursuant to which the Consulting Group in
its
capacity as investment advisor to participants in TRAK, generally directly
provides to investors asset allocation recommendations and related services
with respect to the Portfolios based on an evaluation of an investor's
investment objectives and risk tolerances. The Consulting Group is paid
directly by the client a quarterly fee at the maximum annual rate of 1.50%
of
assets held in a TRAK account for its services. Investors purchasing
Portfolio
shares based on the recommendations of investment advisors other than the
Consulting Group, or who contract with the Consulting Group for services
other
than those described above, pay, in lieu of TRAK charges, different fees
for
different levels of services as agreed upon with their investment advisors.
See
"Purchase of Shares--General."
Purchase and Redemption of Shares. Shares of the Portfolios are offered
for
purchase and redemption at their respective net asset values next
determined,
without imposition of any initial sales charge. Investors purchasing shares
through participation in TRAK will pay a quarterly fee at the maximum
annual
rate of 1.50% of assets held in a TRAK account. See "Purchase of Shares"
and
"Redemption of Shares."
Risk Factors and Special Considerations. No assurance can be given that
the
Portfolios will achieve their investment objectives. Investing in an
investment
company that invests in securities of companies and governments of foreign
countries, particularly developing countries, involves risks that go beyond
the
usual risks inherent in an investment company limiting its holdings to
domestic
investments. In particular, because Emerging Markets Equity Investments
will
invest in emerging markets countries, an investment in such Portfolio
should be
considered more speculative than an investment in a mutual fund that
invests in
securities of U.S. companies and investment in this Portfolio involves
certain
risks and considerations not associated with an investment in a mutual fund
that invests in securities of countries with better developed and more
stable
markets. In addition, this Portfolio is authorized to borrow for investment
purposes which will have the effect of magnifying gains and losses on the
Portfolio's investments. A substantial portion of assets of certain of the
Portfolios may be held in securities denominated in one or more foreign
currencies, which will result in the Portfolio's bearing the risk that
those
currencies may lose value in relation to the U.S. dollar. Certain
Portfolios
may also be subject to certain risks of using investment techniques and
strategies such as entering into forward currency contracts and repurchase
agreements and trading futures contracts and options on futures contracts.
In
addition, Mortgage Backed Investments may invest in high yield, high risk
securities that are predominantly speculative with respect to the issuer's
capacity to pay interest and repay principal, and Mortgage Backed
Investments,
Intermediate Fixed Income Investments and Long-Term Bond Investments may
invest
in government stripped mortgage related securities and zero coupon
securities,
which, due to changes in interest rates, may be more speculative and
subject to
greater fluctuations in value than securities that pay interest currently.
See
"Objectives and Policies of the Portfolios--Certain Securities, Investment
Techniques and Risk Factors."
Investors should be aware that the Consulting Group serves as investment
advisor to each participant in TRAK, for which it receives a fee from the
participant that does not vary based on the Portfolios recommended for the
participant's investments. At the same time, the Consulting Group serves as
the
Trust's Manager with responsibility for identifying, retaining, supervising
and
compensating each Portfolio's Advisor and receives a fee from each
Portfolio.
The portion of such fee that is retained by the Manager varies based on the
Portfolio involved. Consequently, the Consulting Group, when making asset
allocation recommendations for TRAK participants, may be presented with a
conflict of interest as to the specific Portfolios recommended for
investment.
The Consulting Group, however, is subject to and intends to comply fully
with
standards of fiduciary duty that require that it act solely in the best
interest of the participants when making investment recommendations.
Investors
also should be aware that the Manager may be subject to a conflict of
interest
when making decisions regarding the retention and compensation of
particular
Advisors. However, the Manager's decisions, including the identity of an
Advisor and the specific amount of the Manager's compensation to be paid to
the
Advisor, are subject to review and approval by a majority of the Board of
Trustees and separately by a majority of the Trustees who are not
affiliated
with the Manager or
2
any of its affiliates. See "Management of the Trust--Investment Manager"
and
"Purchase of Shares--General--TRAK."
The Portfolios are intended as vehicles for the implementation of long-
term
asset allocation strategies rendered through investment advisory programs,
such
as TRAK, that are based on an evaluation of an investor's investment
objectives
and risk tolerances. Because these asset allocation strategies are designed
to
spread investment risk across the various segments of the securities
markets
through investment in a number of Portfolios, each individual Portfolio
generally intends to be substantially fully invested in accordance with its
investment objectives and policies during most market conditions. Although
an
Advisor of a Portfolio may, upon the concurrence of the Manager, take a
temporary defensive position during adverse market conditions, it can be
expected that a defensive posture will be adopted less frequently than it
would
be by other mutual funds. This policy may impede an Advisor's ability to
protect a Portfolio's capital during declines in the particular segment of
the
market to which the Portfolio's assets are committed. Consequently, no
single
Portfolio should be considered a complete investment program and an
investment
among the Portfolios should be regarded as a long-term commitment that
should
be held through several market cycles. In addition, although the Consulting
Group intends to recommend adjustments in the allocation of assets among
the
Portfolios based on, among other things, anticipated market trends, there
can
be no assurance that these recommendations can be developed, transmitted
and
acted upon in a manner sufficiently timely to avoid market shifts, which
can be
sudden and substantial. TRAK participants should recognize that TRAK is a
nondiscretionary investment advisory service and that all investment
decisions
rest with the participant alone. Therefore, TRAK participants are urged
strongly to adhere to the Consulting Group's asset allocation
recommendations
and to act promptly upon any recommended reallocation of assets among the
Portfolios. Investors intending to purchase Portfolio shares through
different
investment advisory services should evaluate carefully whether the service
is
ongoing and continuous, as well as their investment advisors' ability to
anticipate and respond to market trends. See "Objectives and Policies of
the
Portfolios--Certain Securities, Investment Techniques and Risk Factors--
Temporary Investments."
Dividends and Distributions. Each Portfolio intends to distribute
annually to
its shareholders substantially all of its net investment income and its net
realized long- and short-term capital gains. Dividends from the net
investment
income of Government Money Investments and Municipal Bond Investments are
declared daily and paid monthly. Dividends from the net investment income
of
Intermediate Fixed Income Investments, Long-Term Bond Investments, Mortgage
Backed Investments, International Fixed Income Investments and Balanced
Investments are declared and paid monthly. Dividends from the net
investment
income of the remaining Portfolios are declared and paid annually.
Distributions of any net realized long-term and short-term capital gains
earned
by a Portfolio will be made annually. See "Dividends, Distributions and
Taxes."
Taxation. Each of the Portfolios has qualified and intends to continue to
qualify as a regulated investment company for U.S. federal income tax
purposes.
As such, the Trust anticipates that no Portfolio will be subject to U.S.
federal income tax on income and gains that are distributed to
shareholders. It
is expected that certain capital gains and certain dividends and interest
earned by International Equity Investments and Emerging Markets Equity
Investments will be subject to foreign withholding taxes. These taxes may
be
deductible or creditable in whole or in part by shareholders of the
Portfolio
for U.S. federal income tax purposes. Although any foreign withholding
taxes
paid by International Fixed Income Investments are not expected to be
creditable by its shareholders for U.S. federal income tax purposes, the
Portfolio will be managed in a manner so as to minimize, to the extent
practicable, the payment of any foreign withholding taxes. See "Dividends,
Distributions and Taxes."
Custodian and Transfer Agent. Boston Safe Deposit and Trust Company
("Boston
Safe"), an indirect wholly owned subsidiary of Mellon Bank Corporation
("Mellon"), serves as the custodian of the Trust's U.S. and non-U.S. assets
and
may employ sub-custodians outside the United States approved by the
Trustees of
the Trust in accordance with regulations of the Securities and Exchange
Commission (the "SEC"). The Shareholder Services Group, Inc. ("TSSG"), a
subsidiary of First Data Corporation, serves as the transfer agent for the
Portfolios' shares. See "Custodian and Transfer Agent."
3
TRAK FEES; PORTFOLIO EXPENSES
The following table lists the costs and expenses, including fees for TRAK
(but not those for different shareholder of each of the Portfolios based on
the
Portfolio's operating expenses for the most recent fiscal Investments,
which
reflect partial management fee waivers that took effect on the date of this
Prospectus, and annual operating expenses.
<TABLE>
<CAPTION>
INTERMEDIATE
GOVERNMENT FIXED LONG-TERM
MUNICIPAL
MONEY INCOME BOND BOND
INVESTMENTS INVESTMENTS INVESTMENTS
INVESTMENTS
----------- ------------ ----------- -------
----
<S> <C> <C> <C> <C>
Shareholder Transaction
Expenses..................... None None None None
Maximum Annual TRAK Fee (as a
percentage of the value of
Portfolio shares held on the
last calendar day of the
previous quarter)............ 1.50% 1.50% 1.50%
1.50%
==== ==== ==== ====
Annual Portfolio Operating
Expenses
(as a percentage of average
net assets)
Management Fees (net of fee
waivers).................... 0.08% 0.60% 0.46%
0.48%
Distribution (Rule 12b-1)
Expenses.................... None None None None
Other expenses............... 0.47% 0.20% 0.34%
0.32%
---- ---- ---- ----
Total Operating Expenses...... 0.55% 0.80% 0.80%
0.80%
==== ==== ==== ====
</TABLE>
Management Fees; Expenses. Each Portfolio pays the manager a fee for its
services that is computed assets of the Portfolio. The fees of each Advisor
are
paid by the Manager. Each Portfolio pays SBMFM a fee average daily net
assets.
The nature of the services provided to, and the management fees paid by,
each
services, custodial fees, legal and accounting fees, printing costs,
registration fees, the costs of regulatory and and the costs involved in
the
Trust's communications with shareholders. The Manager, SBMFM, The Boston
Providers") may voluntarily waive a portion or all of their respective fees
otherwise payable to them and the "Total Operating Expenses" without
waivers
would have been 0.84%, 0.95%, 0.93%, 1.06%, 2.01%,
Municipal Bond Investments, Mortgage Backed Investments, Balanced
Investments,
Large Capitalization and Emerging Markets Equity Investments, respectively.
---------------------------------------------------------------------------
-----
Example.
The following example demonstrates the projected dollar amount of total
cumulative expenses that amounts, which include the fees for TRAK but not
those
for different advisory services, are based upon specific assumptions stated
below:
A shareholder would pay the following expenses on a $l,000 investment,
assuming (i) a 5% annual return
<TABLE>
<CAPTION>
INTERMEDIATE
GOVERNMENT FIXED LONG-TERM MUNICIPAL MORTGAGE
MONEY INCOME BOND BOND BACKED
BALANCED
INVESTMENTS INVESTMENTS INVESTMENTS INVESTMENTS INVESTMENTS
INVESTMENTS
----------- ----------- ----------- ----------- ----------- --------
---
1 3 1 3 1 3 1 3 1 3 1
3
YEAR YEARS YEAR YEARS YEAR YEARS YEAR YEARS YEAR YEARS YEAR
YEARS
---- ----- ---- ----- ---- ----- ---- ----- ----- ----- ----- --
---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
<C>
$ 21 $ 64 $ 23 $ 72 $ 23 $ 72 $ 23 $ 72 $ 23 $ 72 $ 25 $
78
<CAPTION>
5 10 5 10 5 10 5 10 5 10 5
10
YEARS YEARS YEARS YEARS YEARS YEARS YEARS YEARS YEARS YEARS YEARS
YEARS
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- --
---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
<C>
$110 $238 $123 $264 $123 $264 $123 $264 $123 $264 $133
$284
</TABLE>
The purpose of this example is to assist an investor in understanding
various
costs and expenses that an representation of past or future expenses;
actual
expenses may be greater or less than those shown. Moreover, an actual
return
greater or less than 5%.
4
investment advisory services paid separately), that an investor will incur
either directly or indirectly as a
year, with the exception of Large Capitalization Value Equity Investments
and
Large Capitalization Growth Balanced Investments and Emerging Markets
Equity
Investments, which are based on the Portfolios' projected
<TABLE>
<CAPTION>
LARGE LARGE SMALL
SMALL EMERGING
MORTGAGE CAPITALIZATION CAPITALIZATION CAPITALIZATION
CAPITALIZATION INTERNATIONAL INTERNATIONAL MARKETS
BACKED BALANCED VALUE EQUITY GROWTH VALUE EQUITY
GROWTH EQUITY FIXED INCOME EQUITY
INVESTMENTS INVESTMENTS INVESTMENTS INVESTMENTS INVESTMENTS
INVESTMENTS INVESTMENTS INVESTMENTS INVESTMENTS
----------- ----------- -------------- -------------- -------------- -
------------- ------------- ------------- -----------
<S> <C> <C> <C> <C>
<C> <C> <C> <C>
None None None None None
None None None None
1.50% 1.50% 1.50% 1.50% 1.50%
1.50% 1.50% 1.50% 1.50%
==== ==== ==== ==== ====
==== ==== ==== ====
0.46% 0.00% 0.76% 0.76% 0.80%
0.80% 0.90% 0.59% 0.44%
None None None None None
None None None None
0.34% 1.00% 0.12% 0.22% 0.26%
0.40% 0.29% 0.36% 1.28%
---- ---- ---- ---- ----
---- ---- ---- ----
0.80% 1.00% 0.88% 0.98% 1.06%
1.20% 1.19% 0.95% 1.72%
==== ==== ==== ==== ====
==== ==== ==== ====
</TABLE>
daily and paid monthly at an annual rate ranging from 0.15% to 0.90% of the
value of the average daily net for services that is computed daily and paid
monthly at an annual rate of 0.20% of the value of the Portfolio's
Portfolio
are described under "Management of the Trust." "Other expenses" include
fees
for shareholder compliance, a Portfolio's allocated portion of the costs
associated with maintaining the Trust's legal existence Company Advisors,
Inc.
("Boston Advisors") and Boston Safe (collectively known as the
"Servicereimburse expenses. Before voluntary fee waivers and/or expenses
were
reimbursed by the Service Providers, 0.92%, 1.02%, 1.08% and 2.56% for
Government Money Investments, Long-Term Bond Investments, Value Equity
Investments, Large Capitalization Growth Investments, International Fixed
Income Investments
---------------------------------------------------------------------------
-----
would be incurred over various periods with respect to a hypothetical
investment in the Portfolios. These (i) payment by the Portfolios of
operating
expenses at the levels set forth in the tables above and (ii) the
and (ii) redemption at the end of each time period:
<TABLE>
<CAPTION>
LARGE LARGE SMALL SMALL
CAPITALIZATION CAPITALIZATION CAPITALIZATION CAPITALIZATION
INTERNATIONAL INTERNATIONAL EMERGING
VALUE EQUITY GROWTH VALUE EQUITY GROWTH
EQUITY FIXED INCOME MARKETS EQUITY
INVESTMENTS INVESTMENTS INVESTMENTS INVESTMENTS
INVESTMENTS INVESTMENTS INVESTMENTS
------------------ ---------------- ---------------- ----------------
-------------- -------------- ---------------
1 3 1 3 1 3 1 3
1 3 1 3 1 3
YEAR YEARS YEAR YEARS YEAR YEARS YEAR YEARS
YEAR YEARS YEAR YEARS YEAR YEARS
------- ------- ------- ------- ------- ------- ------- -------
------ ------ ------ ------ ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
<C> <C> <C> <C> <C> <C>
$ 24 $ 74 $ 25 $ 77 $ 26 $ 80 $ 27 $ 84
$ 27 $ 84 $ 25 $ 76 $ 32 $ 99
<CAPTION>
5 10 5 10 5 10 5 10
5 10 5 10 5 10
YEARS YEARS YEARS YEARS YEARS YEARS YEARS YEARS
YEARS YEARS YEARS YEARS YEARS YEARS
------- ------- ------- ------- ------- ------- ------- -------
------ ------ ------ ------ ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
<C> <C> <C> <C> <C> <C>
$127 $272 $132 $282 $136 $290 $143 $303
$142 $302 $131 $279 $168 $352
</TABLE>
investor in a Portfolio will bear directly or indirectly. This example
should
not be considered to be a although the table assumes a 5% annual return, a
Portfolio's actual performance will vary and may result in
5
FINANCIAL HIGHLIGHTS
The following information has been audited by Coopers & Lybrand L.L.P.,
independent accountants, whose report thereon appears in the Trust's Annual
Report for each respective period. This information should be read in
conjunction with the financial statements and related notes that appear in
the
Trust's Annual Report dated August 31, 1994, which is available upon
request
and incorporated by reference into the Statement of Additional Information.
GOVERNMENT MONEY INVESTMENTS
FOR A PORTFOLIO SHARE OUTSTANDING THROUGHOUT EACH YEAR.
<TABLE>
<CAPTION>
YEAR YEAR
PERIOD
ENDED ENDED ENDED
8/31/94 8/31/93
8/31/92*
-------- ------- ------
--
<S> <C> <C> <C>
NET ASSET VALUE, beginning of year............ $ 1.00 $ 1.00 $
1.00
-------- ------- ------
-
Net investment income#........................ 0.03 0.03
0.03
Dividends from net investment income.......... (0.03) (0.03)
(0.03)
-------- ------- ------
-
NET ASSET VALUE, end of year.................. $ 1.00 $ 1.00 $
1.00
======== =======
=======
Total return++................................ 3.10 % 2.76 %
2.72 %
======== =======
=======
Ratios to average net assets/Supplemental
Data:
NET ASSETS, end of year (in 000's)............ $184,656 $84,034
$30,353
Ratio of operating expenses to average net
assets+...................................... 0.55 % 0.50 %
0.49 %**
Ratio of net investment income to average net
assets....................................... 3.16 % 2.71 %
3.37 %**
</TABLE>
--------
* The Portfolio commenced operations on November 18, 1991.
** Annualized.
+ Annualized operating expense ratios before fees waived and/or expenses
reimbursed by the Service Providers for the years ended August 31, 1994
and
1993 and the period ended August 31, 1992 were 0.84%, 1.39% and 2.48%,
respectively.
++ Total return represents aggregate total return for the period indicated.
# Net investment income before fees waived and/or expenses reimbursed by
the
Service Providers for the years ended August 31, 1994 and 1993 and the
period ended August 31, 1992 were $0.03, $0.02, and $0.01, respectively.
INTERMEDIATE FIXED INCOME INVESTMENTS
FOR A PORTFOLIO SHARE OUTSTANDING THROUGHOUT EACH YEAR.
<TABLE>
<CAPTION>
YEAR YEAR
PERIOD
ENDED ENDED ENDED
8/31/94 8/31/93
8/31/92*
-------- -------- ------
--
<S> <C> <C> <C>
NET ASSET VALUE, beginning of year........... $ 8.58 $ 8.25 $
8.00
-------- -------- ------
-
Income from investment operations:
Net investment income#....................... 0.47 0.51
0.34
Net realized and unrealized gain/(loss) on
investments................................. (0.56) 0.33
0.25
-------- -------- ------
-
Total from investment operations............. (0.09) 0.84
0.59
Less Distributions:
Distributions from net investment income..... (0.50) (0.48)
(0.34)
Distributions from net realized capital
gains....................................... (0.05) (0.03) --
Distributions in excess of net realized
gains....................................... (0.01) -- --
Distributions from capital................... (0.01) -- --
-------- -------- ------
-
Total Distributions.......................... (0.57) (0.51)
(0.34)
-------- -------- ------
-
NET ASSET VALUE; end of year................. $ 7.92 $ 8.58 $
8.25
======== ========
=======
Total return++............................... (1.13)% 10.59 %
7.53 %
======== ========
=======
Ratios to average net assets/Supplemental
Data:
NET ASSETS, end of year (in 000's)........... $223,548 $140,580
$58,545
Ratio of operating expenses to average net
assets+..................................... 0.80 % 0.80 %
0.79 %**
Ratio of net investment income to average net
assets...................................... 5.77 % 5.94 %
6.00 %**
Portfolio turnover rate...................... 86 % 92 %
169 %
</TABLE>
--------
* The Portfolio commenced operations on November 18, 1991.
** Annualized
+ Annualized operating expense ratios before fees waived by the Service
Providers for the year ended August 31, 1993 and the period ended August
31, 1992 were 0.88% and 1.30%, respectively.
++ Total return represents aggregate total return for the period indicated.
# Net investment income before fees waived by the Service Providers for
the
year ended August 31, 1993 and the period ended August 31, 1992 was
$0.50
and $0.31, respectively.
6
FINANCIAL HIGHLIGHTS
LONG-TERM BOND INVESTMENTS
FOR A PORTFOLIO SHARE OUTSTANDING THROUGHOUT EACH YEAR.
<TABLE>
<CAPTION>
YEAR YEAR
PERIOD
ENDED ENDED ENDED
8/31/94 8/31/93
8/31/92*
------- ------- ------
--
<S> <C> <C> <C>
NET ASSET VALUE, beginning of year............. $ 8.70 $ 8.26 $
8.00
------- ------- ------
-
Income from investment operations:
Net investment income#......................... 0.38 0.47
0.31
Net realized and unrealized gain/(loss) on in-
vestments..................................... (0.75) 0.42
0.26
------- ------- ------
-
Total from investment operations............... (0.37) 0.89
0.57
Less Distributions:
Distribution from net investment income........ (0.41) (0.45)
(0.31)
Distribution from net realized capital gains... (0.01) -- --
Distribution in excess of net realized gains... (0.05)
Distribution from capital...................... (0.00)@ -- --
------- ------- ------
-
Total Distributions............................ (0.47) (0.45)
(0.31)
------- ------- ------
-
NET ASSET VALUE, end of year................... $ 7.86 $ 8.70 $
8.26
======= =======
=======
Total return++................................. (3.93)% 11.08 %
7.37 %
======= =======
=======
Ratios to average net assets/Supplemental Data:
NET ASSETS, end of period (in 000's)........... $94,628 $64,734
$34,986
Ratio of operating expenses to average net as-
sets+......................................... 0.80 % 0.80 %
0.79 %**
Ratio of net investment income to average net
assets........................................ 5.34 % 5.40 %
5.69 %**
Portfolio turnover rate........................ 43 % 35 %
4 %
</TABLE>
--------
* The Portfolio commenced operations on November 18, 1991.
** Annualized.
+ Annualized operating expense ratios before fees waived and/or expenses
reimbursed by the Service Providers for the years ended August 31, 1994
and
1993 and the period ended August 31, 1992 were 0.95%, 1.09% and 1.91%,
respectively.
++ Total return represents aggregate total return for the period indicated.
# Net investment income before fees waived and/or expense reimbursed by
the
Service Providers for the years ended August 31, 1994 and 1993 and the
period
ended August 31, 1992 were $0.37, $0.44 and $0.25, respectively.
@ Amount represents less than $0.01 per portfolio share.
MUNICIPAL BOND INVESTMENTS
FOR A PORTFOLIO SHARE OUTSTANDING THROUGHOUT EACH YEAR.
<TABLE>
<CAPTION>
YEAR YEAR
PERIOD
ENDED ENDED ENDED
8/31/94 8/31/93
8/31/92*
------- ------- ------
--
<S> <C> <C> <C>
NET ASSET VALUE, beginning of year............. $ 8.85 $ 8.25 $
8.00
------- ------- ------
-
Income from investment operations:
Net investment income#......................... 0.40 0.41
0.30
Net realized and unrealized gain/(loss) on in-
vestments..................................... (0.71) 0.62
0.25
------- ------- ------
-
Total from investment operations............... (0.31) 1.03
0.55
Less Distributions:
Distributions from net investment income....... (0.40) (0.41)
(0.30)
Distributions from net realized capital gains.. (0.05) (0.02) --
Distributions in excess of net realized capital
gains......................................... (0.03) -- --
------- ------- ------
-
Total Distributions............................ (0.48) (0.43)
(0.30)
------- ------- ------
-
NET ASSET VALUE, end of year................... $ 8.06 $ 8.85 $
8.25
======= =======
=======
Total return++................................. (3.78)% 12.94 %
7.06 %
======= =======
=======
Ratios to average net assets/Supplemental Data:
NET ASSETS, end of year (in 000's)............. $56,625 $47,811
$21,795
Ratio of operating expenses to average net as-
sets+......................................... 0.80 % 0.80 %
0.79 %**
Ratio of net investment income to average net
assets........................................ 4.59 % 4.76 %
4.71 %**
Portfolio turnover rate........................ 132 % 15 %
76 %
</TABLE>
--------
* The Portfolio commenced operations on November 18, 1991.
** Annualized.
+ Annualized operating expense ratios before fees waived and/or expenses
reimbursed by the Service Providers for the years ended August 31, 1994
and
1993 and the period ended August 31, 1992 were .93%, 1.02% and 1.66%,
respectively.
++ Total return represents aggregate total return for the period indicated.
# Net investment income before fees waived and/or expenses reimbursed by
the
Service Providers for the years ended August 31, 1994 and 1993 and the
period
ended August 31, 1992 were $0.39, $0.39 and $0.24, respectively.
7
FINANCIAL HIGHLIGHTS
MORTGAGE BACKED INVESTMENTS
FOR A PORTFOLIO SHARE OUTSTANDING THROUGHOUT EACH YEAR.
<TABLE>
<CAPTION>
YEAR YEAR
PERIOD
ENDED ENDED ENDED
8/31/94 8/31/93
8/31/92*
-------- ------- ------
--
<S> <C> <C> <C>
NET ASSET VALUE, beginning of year............ $ 8.21 $ 8.19 $
8.00
-------- ------- ------
-
Income from investment operations:
Net investment income#........................ 0.41 0.53
0.40
Net realized and unrealized gain/(loss) on in-
vestments.................................... (0.41) 0.00@
0.19
-------- ------- ------
-
Total from investment operations.............. 0.00 0.53
0.59
Less distributions:
Distributions from net investment income...... (0.41) (0.42)
(0.40)
Distributions from net realized capital gains. (0.01) -- --
Distributions in excess of net realized capi-
tal gains.................................... -- (0.04) --
Distributions from capital.................... (0.10) (0.05)
(0.10)
-------- ------- ------
-
Total Distributions........................... (0.52) (0.51)
(0.40)
-------- ------- ------
-
NET ASSET VALUE, end of year.................. $ 7.69 $ 8.21 $
8.19
======== =======
=======
Total return++................................ (0.20)% 6.68 %
7.56 %
======== =======
=======
Ratios to average net assets/ Supplemental Da-
ta:
NET ASSETS, end of year (in 000's)............ $120,427 $94,421
$35,694
Ratio of operating expenses to average net as-
sets+........................................ 0.80 % 0.80 %
0.79 %**
Ratio of net investment income to average net
assets....................................... 6.38 % 6.53 %
6.55 %**
Portfolio turnover rate....................... 53 % 93 %
35 %
</TABLE>
--------
* The Portfolio commenced operations on November 18, 1991.
** Annualized.
+ Annualized operating expense ratios before fees waived and/or expenses
reimbursed by the Service Providers for the years ended August 31, 1994
and
1993 and the period ended August 31, 1992 were 1.06%, 1.13% and 1.66%,
respectively.
++ Total return represents aggregate total return for the period indicated.
# Net investment income before fees waived and/or expenses reimbursed by
the
Service Providers for the years ended August 31, 1994 and 1993 and the
period
ended August 31, 1992 were $0.39, $0.49 and $0.35, respectively.
@ Amount represents less than $0.01 per Portfolio share.
BALANCED INVESTMENTS
FOR A PORTFOLIO SHARE OUTSTANDING THROUGHOUT THE PERIOD.
<TABLE>
<CAPTION>
YEAR
PERIOD
ENDED ENDED
8/31/94
8/31/93*
------- ------
--
<S> <C> <C>
NET ASSET VALUE, beginning of year........................ $ 8.41 $
8.00
------- -----
-
Income from investment operations:
Net investment income#.................................... 0.21
0.09
Net realized and unrealized gain on investments........... 0.16
0.42
------- -----
-
Total from investment operations.......................... 0.37
0.51
Less distributions:
Distributions from net investment income.................. (0.15)
(0.10)
Distributions from capital................................ --
(0.00)@
------- -----
-
Total Distributions....................................... (0.15)
(0.10)
------- -----
-
NET ASSET VALUE, end of period............................ $ 8.63 $
8.41
=======
======
Total return++............................................ 4.62 %
6.35 %
=======
======
Ratios to average net assets/ Supplemental Data:
NET ASSETS, end of period (in 000's)...................... $14,940
$5,258
Ratio of operating expenses to average net assets+........ 1.00 %
1.00 %**
Ratio of net investment income to average net assets...... 2.66 %
2.67 %**
Portfolio turnover rate................................... 43 %
10 %
</TABLE>
--------
* The Portfolio commenced operations on February 16, 1993.
** Annualized.
+ Annualized operating expense ratio before fees waived and/or expenses
reimbursed by the Service Providers for the year ended August 31, 1994
and
the period ended August 31, 1993 were 2.01%, 5.55%, respectively.
++ Total return represents aggregate total return for the period indicated.
# Net investment income/(loss) before fees waived and/or expenses
reimbursed by
the Service Providers for the year ended August 31, 1994 and the period
ended
August 31, 1993 were $0.13 and $(0.06), respectively.
@ Amount represents less than $0.01 per portfolio share.
8
FINANCIAL HIGHLIGHTS
LARGE CAPITALIZATION VALUE EQUITY INVESTMENTS
FOR A PORTFOLIO SHARE OUTSTANDING THROUGHOUT EACH YEAR.
<TABLE>
<CAPTION>
YEAR YEAR
PERIOD
ENDED ENDED
ENDED
8/31/94 8/31/93++
8/31/92*
-------- --------- -----
---
<S> <C> <C> <C>
NET ASSET VALUE, beginning of year........... $ 9.35 $ 8.77 $
8.00
-------- -------- -----
---
Income from investment operations:
Net investment income#....................... 0.17 0.25
0.09
Net realized and unrealized gain on
investments................................. 0.02 0.54
0.68
-------- -------- -----
---
Total from investment operations............. 0.19 0.79
0.77
Less Distributions:
Distributions from net investment income..... (0.15) (0.14)
--
Distributions from net realized capital
gains....................................... 0.00@ (0.07)
--
-------- -------- -----
---
Total Distributions.......................... (0.15) (0.21)
0.00
-------- -------- -----
---
NET ASSET VALUE, end of year................. $ 9.39 $ 9.35 $
8.77
======== ========
========
Total return+................................ 2.09 % 9.25 %
9.63%
======== ========
========
Ratios to average net assets/Supplemental
Data:
NET ASSETS, end of year (in 000's)........... $832,138 $562,507
$197,695
Ratio of operating expenses to average net
assets+++................................... 0.88 % 0.95 %
1.24%**
Ratio of net investment income to average net
assets...................................... 2.57 % 2.88 %
3.24%**
Portfolio turnover rate...................... 108 % 47 %
12%
</TABLE>
--------
* The Portfolio commenced operations on November 18, 1991.
** Annualized.
+ Total return represents aggregate total return for the period
indicated.
++ Per share amounts have been calculated using the monthly average share
method, which more appropriately presents the per share data for the
period since the use of the undistributed method does not accord with
results of operations.
+++ Annualized operating expense ratio before fee waivers by the Service
Providers for the year ended August 31, 1994 was 0.92%.
@ Amount represents less than $0.01 per portfolio share.
# Net investment income before fees waived by the Service Providers for
the
year ended August 31, 1994 was $0.17.
LARGE CAPITALIZATION GROWTH INVESTMENTS
FOR A PORTFOLIO SHARE OUTSTANDING THROUGHOUT EACH YEAR.
<TABLE>
<CAPTION>
YEAR YEAR
PERIOD
ENDED ENDED
ENDED
8/31/94 8/31/93+++
8/31/92*
-------- ---------- -----
---
<S> <C> <C> <C>
NET ASSET VALUE, beginning of year............ $ 9.76 $ 8.88 $
8.00
-------- -------- -----
--
Income from investment operations:
Net investment income#........................ 0.03 0.00@
0.01
Net realized and unrealized gain on invest-
ments........................................ 0.21 0.89
0.87
-------- -------- -----
--
Total from investment operations.............. 0.24 0.89
0.88
Less Distributions:
Distributions from net investment income...... -- (0.00)@ -
-
Distributions in excess of net investment in-
come......................................... -- (0.01) -
-
Distributions from capital.................... -- (0.00)@ -
-
-------- -------- -----
--
Total Distributions........................... -- (0.01) -
-
-------- -------- -----
--
NET ASSET VALUE, end of year ................. $ 10.00 $ 9.76 $
8.88
======== ========
=======
Total return++................................ 2.46% 10.00 %
11.00%
======== ========
=======
Ratios to average net assets/Supplemental Da-
ta:
NET ASSETS, end of year (in 000's) ........... $457,588 $238,256
$85,401
Ratio of operating expenses to average net as-
sets+........................................ 0.98% 1.12 %
1.24%**
Ratio of net investment income/(loss) to aver-
age net assets............................... 0.39% (0.04)%
0.31%**
Portfolio turnover rate....................... 104% 47 %
19%
</TABLE>
--------
* The Portfolio commenced operations on November 18, 1991.
** Annualized.
+ Annualized operating expense ratio before fees waived by the Service
Providers for the year ended August 31, 1994 and period ended August
31,
1992 were 1.02% and 1.42%.
++ Total return represents aggregate total return for the period
indicated.
+++ Per share amounts have been calculated using the monthly average share
method, which more appropriately presents the per share data for the
period since the use of the undistributed method does not accord with
results of operations.
# Net investment income before fees waived by the Service Providers for
the
year ended August 31, 1994 and for the period ended August 31, 1992 was
$0.03 and $0.00.
@ Amount represents less than $0.01 per portfolio share.
9
FINANCIAL HIGHLIGHTS
SMALL CAPITALIZATION VALUE EQUITY INVESTMENTS
FOR A PORTFOLIO SHARE OUTSTANDING THROUGHOUT EACH YEAR.
<TABLE>
<CAPTION>
YEAR YEAR
PERIOD
ENDED ENDED
ENDED
8/31/94 8/31/93
8/31/92*
-------- -------- -----
---
<S> <C> <C> <C>
NET ASSET VALUE, beginning of year............ $ 9.94 $ 8.68 $
8.00
-------- -------- -----
--
Income from investment operations:
Net investment income#........................ 0.08 0.06
0.03
Net realized and unrealized gain/(loss) on
investments.................................. (0.40) 1.31
0.65
-------- -------- -----
--
Total from investment operations.............. (0.32) 1.37
0.68
Less distributions:
Distributions from net investment income...... (0.07) (0.03) -
-
Distributions from net realized capital gains. (0.51) (0.08) -
-
Distributions in excess of net realized
capital gains................................ (0.01) -- -
-
-------- -------- -----
--
Total Distributions........................... (0.59) (0.11) -
-
-------- -------- -----
--
NET ASSET VALUE, end of year.................. $ 9.03 $ 9.94 $
8.68
======== ========
=======
Total return++................................ (3.30)% 15.74 %
8.50%
======== ========
=======
Ratios to average net assets/Supplemental
Data:
NET ASSETS, end of year (in 000's)............ $342,388 $183,051
$93,458
Ratio of operating expenses to average net
assets....................................... 1.06 % 1.11 %
1.24%**
Ratio of net investment income to average net
assets....................................... 1.12 % 0.82 %
0.99%**
Portfolio turnover rate....................... 65 % 70 %
20%
</TABLE>
--------
* The Portfolio commenced operations on November 18, 1991.
** Annualized.
+ Annualized operating expense ratio before fees waived by the Service
Providers for the period ended August 31, 1992 was 1.40%.
++ Total return represents aggregate total return for the period indicated.
# Net investment income before fees waived by the Service Providers for
the
period ended August 31, 1992 was $0.02.
SMALL CAPITALIZATION GROWTH INVESTMENTS
FOR A PORTFOLIO SHARE OUTSTANDING THROUGHOUT EACH YEAR.
<TABLE>
<CAPTION>
YEAR YEAR
PERIOD
ENDED ENDED ENDED
8/31/94+++ 8/31/93+++
8/31/92*
---------- ---------- ------
--
<S> <C> <C> <C>
NET ASSET VALUE, beginning of year.......... $ 11.21 $ 7.99 $
8.00
-------- ------- ------
-
Income from investment operations:
Net investment loss#........................ (0.09) (0.07)
(0.01)
Net realized and unrealized gain on
investments................................ 1.56 3.29 --
-------- ------- ------
-
Total from investment operations............ 1.47 3.22
(0.01)
Less distributions:
Distributions from net realized capital
gains...................................... (0.04) -- --
Distributions in excess of net realized
capital gains.............................. (0.10) -- --
Distributions from capital.................. (0.04) -- --
-------- ------- ------
-
Total Distributions......................... (0.18) -- --
-------- ------- ------
-
NET ASSET VALUE, end of year................ $ 12.50 $ 11.21 $
7.99
======== =======
=======
Total return++.............................. 13.18 % 40.30 %
(0.13)%
======== =======
=======
Ratios to average net assets/Supplemental
Data:
NET ASSETS, end of year (in 000's).......... $180,175 $75,498
$22,145
Ratio of operating expenses to average net
assets+.................................... 1.20 % 1.25 %
1.24 %**
Ratio of net investment loss to average net
assets..................................... (0.78)% (0.72)%
(0.25)%**
Portfolio turnover rate..................... 94 % 97 %
35 %
</TABLE>
--------
* The Portfolio commenced operations on November 18, 1991.
** Annualized.
+ Annualized operating expense ratios before fees waived and/or expenses
reimbursed by the Service Providers for the year ended August 31, 1993
and
the period ended August 31, 1992 were 1.49% and 2.61%, respectively.
++ Total return represents aggregate total return for the period
indicated.
+++ Per share amounts have been calculated using the monthly average share
method, which more appropriately presents the per share data for the
period since the use of the undistributed method does not accord with
results of operations.
# Net investment loss before fees waived and/or expenses reimbursed by
the
Service Providers for the year ended August 31, 1993 and the period
ended
August 31, 1992 were $(0.09) and $(0.05), respectively.
10
FINANCIAL HIGHLIGHTS
INTERNATIONAL EQUITY INVESTMENTS
FOR A PORTFOLIO SHARE OUTSTANDING THROUGHOUT EACH YEAR.
<TABLE>
<CAPTION>
YEAR PERIOD
YEAR ENDED ENDED ENDED
8/31/94+++ 8/31/93 8/31/92*
---------- -------- --------
<S> <C> <C> <C>
NET ASSET VALUE, beginning of year......... $ 9.57 $ 7.76 $ 8.00
Income from investment operations:
Net investment income#..................... 0.02 0.05 0.03
Net realized and unrealized gain/(loss) on
investments............................... 1.54 1.79
(0.27)
-------- -------- --------
Total from investment operations........... 1.56 1.84
(0.24)
Less distributions:
Distributions from net investment income... (0.03) (0.03) --
Distributions from net realized capital
gains..................................... (0.24) -- --
-------- -------- --------
Total distributions........................ (0.27) (0.03) --
-------- -------- --------
NET ASSET VALUE, end of year (in 000's).... $ 10.86 $ 9.57 $ 7.76
======== ======== ========
Total return++............................. 16.74 % 23.73 %
(3.00)%
======== ======== ========
Ratios to average net assets/Supplemental
Data:
NET ASSETS, end of year (in 000's)......... $594,965 $270,302 $115,779
Ratio of operating expenses to average net
assets+................................... 1.19 % 1.32 % 1.50
%**
Ratio of net investment income to average
net assets................................ 0.23 % 0.61 % 1.08
%**
Portfolio turnover rate.................... 33 % 46 % 10
%
</TABLE>
--------
* The Portfolio commenced operations on November 18, 1991.
** Annualized.
+ Annualized operating expense ratio before fees waived by the Service
Providers for the period ended August 31, 1992 was 1.52%.
++ Total return represents aggregate total return for the period
indicated.
+++ Per share amounts have been calculated using the monthly average share
method, which more appropriately presents the per share data for the
period since use of the undistributed method does not accord with
results
of operations.
# Net investment income before fees waived by the Service Providers for
the
period ended August 31, 1992 was $0.03.
INTERNATIONAL FIXED INCOME INVESTMENTS
FOR A PORTFOLIO SHARE OUTSTANDING THROUGHOUT EACH YEAR.
<TABLE>
<CAPTION>
YEAR YEAR
PERIOD
ENDED ENDED ENDED
8/31/94 8/31/93
8/31/92*
-------- -------- ------
--
<S> <C> <C> <C>
NET ASSETS VALUE, beginning of year.......... $ 8.86 $ 8.71 $
8.00
-------- -------- ------
-
Income from investment operations:
Net investment income#....................... 0.40 0.51
0.39
Net realized and unrealized gain/(loss) on
investments................................. (0.32) 0.20
0.69
-------- -------- ------
-
Total from investment operations............. 0.08 0.71
1.08
Less Distributions:
Distributions from net investment income..... (0.65) (0.55)
(0.37)
Distributions from net realized capital
gains....................................... (0.07) (0.01) --
Distributions in excess of net realized capi-
tal gains................................... (0.05) -- --
Distributions from capital................... (0.00)@ -- --
-------- -------- ------
-
Total Distributions.......................... (0.77) (0.56)
(0.37)
NET ASSET VALUE, end of year................. $ 8.17 $ 8.86 $
8.71
======== ========
=======
Total return++............................... 1.00 % 8.67 %
13.93 %
======== ========
=======
Ratios to average net assets/Supplemental Da-
ta:
NET ASSETS, end of year (in 000's)........... $116,929 $100,362
$39,182
Ratio of operating expenses to average net
assets+..................................... 0.95 % 0.95 %
0.95 %**
Ratio of net investment income to average net
assets...................................... 5.54 % 6.03 %
6.34 %**
Portfolio turnover rate...................... 358 % 251 %
106 %
</TABLE>
--------
* The Portfolio commenced operations on November 18, 1991.
** Annualized.
+ Annualized operating expense ratios before fees waived and/or expenses
reimbursed by the Service Providers for the years ended August 31, 1994
and
1993 and the period ended August 31, 1992 were 1.08%, 1.22% and 1.87%,
respectively.
++ Total return represents aggregate total return for the period indicated.
# Net investment income before fees waived and/or expenses reimbursed by
the
Service Providers for the years ended August 31, 1994 and 1993 and the
period ended August 31, 1992 were $0.39, $0.49 and $0.33, respectively.
@ Amount represents less than $0.01 per Portfolio share.
11
FINANCIAL HIGHLIGHTS
EMERGING MARKETS EQUITY INVESTMENTS
FOR A PORTFOLIO SHARE OUTSTANDING THROUGHOUT THE PERIOD.
<TABLE>
<CAPTION>
PERIOD
ENDED
8/31/94*
-------
-
<S> <C>
NET ASSET VALUE, beginning of period............................... $ 8.00
Income from investment operations:
Net investment loss#...............................................
(0.02)
Net realized and unrealized gain on investments.................... 1.51
-------
Total from investment operations................................... 1.49
-------
NET ASSET VALUE, end of period..................................... $ 9.49
=======
Total return++..................................................... 18.63
%
=======
Ratios to average net assets/Supplemental Data:
NET ASSET, end of period (in 000's)................................ $36,365
Ratio of operating expenses to average net assets+................. 1.72
%**
Ratio of net investment loss to average net assets.................
(0.42)%**
Portfolio turnover rate............................................ 16
%
</TABLE>
--------
* The Portfolio commenced operations on April 21, 1994.
** Annualized.
+ Annualized operating expense ratios before fees waived by the Service
Providers for the period ended August 31, 1994 was 2.56%.
++ Total return represents aggregate total return for the period indicated.
# Net investment loss per share before fees waived by the Service
Providers for
the period ended August 31, 1994 was $(0.04).
12
OBJECTIVES AND POLICIES OF THE PORTFOLIOS
Set forth below is a description of the investment objectives and
policies of
each Portfolio. There can be no assurance that any Portfolio will achieve
its
investment objectives. Further information about the investment policies of
each Portfolio, including a list of those restrictions on its investment
activities that cannot be changed without shareholder approval, appears in
the
Statement of Additional Information.
GOVERNMENT MONEY INVESTMENTS
Government Money Investments is advised by Standish, Ayer & Wood, Inc.
The
Portfolio's investment objective is to provide maximum current income to
the
extent consistent with the maintenance of liquidity and the preservation of
capital by investing exclusively in short-term securities issued or
guaranteed
by the U.S. government, its agencies or instrumentalities ("U.S. Government
Securities") and repurchase agreements with respect to those securities.
The
Portfolio may purchase securities on a when-issued or delayed-delivery
basis
and may lend its portfolio securities. See "Certain Securities, Investment
Techniques and Risk Factors." The Portfolio will invest only in securities
that
are purchased with and payable in U.S. dollars and that have remaining
maturities of 397 days or less at the time of purchase. The Portfolio
maintains
a dollar-weighted average portfolio maturity of 90 days or less. All
securities
purchased by the Portfolio, including repurchase agreements, will present
minimal credit risks in the opinion of the Advisor acting under the
supervision
of the Trustees. The Portfolio follows these policies in order to maintain
a
constant net asset value of $1.00 per share, although there can be no
assurance
it can do so on a continuing basis. The Portfolio is not insured or
guaranteed
by the U.S. government. The yield attained by the Portfolio may not be as
high
as that of other funds that invest in lower quality or longer term
securities.
INTERMEDIATE FIXED INCOME INVESTMENTS
Intermediate Fixed Income Investments is advised by Standish, Ayer &
Wood,
Inc. The Portfolio seeks, as its investment objectives, current income and
reasonable stability of principal. The Portfolio seeks to achieve its
objectives through investment in high quality fixed income securities. The
average maturity of the securities held by the Portfolio may be shortened,
but
not below three years, in order to preserve capital if the Advisor
anticipates
a rise in interest rates. Conversely, the average maturity may be
lengthened,
but not beyond ten years, to maximize returns if interest rates are
expected to
decline.
The Portfolio invests in U.S. Government Securities, corporate bonds,
debentures, non-convertible fixed income preferred stocks, mortgage related
securities including collateralized mortgage obligations ("CMOs") and
government stripped mortgage related securities, Eurodollar certificates of
deposit, Eurodollar bonds and Yankee bonds. The securities held by the
Portfolio are actively managed. The Portfolio limits its investments to
investment grade securities, which are securities rated within the four
highest
categories established by Moody's Investors Service, Inc. ("Moody's") or
Standard & Poor's Corporation ("S&P"), and unrated securities determined by
the
Advisor to be of comparable quality. See the Appendix to the Statement of
Additional Information for a description of Moody's and S&P ratings and
"Certain Securities, Investment Techniques and Risk Factors--Medium and
Lower
Rated and Unrated Securities" for a description of certain risks associated
with securities in the fourth highest rating category. The Portfolio also
may
attempt to hedge against unfavorable changes in interest rates by entering
into
interest rate futures contracts and purchasing and writing put and call
options
thereon. The Portfolio will not invest more than 25% of its assets in
privately
issued mortgage related securities. The Portfolio also may engage in
repurchase
agreements, purchase temporary investments, purchase securities on a when-
issued basis and lend its portfolio securities. See "Certain Securities,
Investment Techniques and Risk Factors."
LONG-TERM BOND INVESTMENTS
Long-Term Bond Investments (formerly, Total Return Fixed Income
Investments)
is advised by Wolf, Webb, Burk & Campbell, Inc. The Portfolio seeks, as its
investment objective, total return consisting of current income and
appreciation of capital through investments in fixed income securities
without
regard to
13
remaining maturity. The average maturity of the Portfolio's holdings may be
shortened in order to preserve capital if the Advisor anticipates a rise in
interest rates, but, under normal circumstances, at least 65% of the value
of
the Portfolio's net assets is invested in bonds or debentures so that the
average maturity of the portfolio is at least 10 years or more. Conversely,
the
maturity may be lengthened to maximize returns if interest rates are
expected
to decline.
The Portfolio invests in U.S. Government Securities, corporate bonds,
debentures, non-convertible fixed income preferred stocks, mortgage related
securities including CMOs and government stripped mortgage related
securities
and other domestic asset backed securities, Eurodollar certificates of
deposit
and Eurodollar bonds. The Portfolio may invest up to 15% of its assets in
"Yankee Bonds" or dollar-denominated bonds sold in the United States by
non-
U.S. issuers. The securities held by the Portfolio are actively managed.
The
Portfolio limits its investments to securities that are considered to be
"investment grade," that is securities that are rated at least Bbb by
Moody's
or BBB by S&P and unrated securities determined to be of comparable quality
by
the Advisor. The Portfolio will not invest more than 25% of its assets in
privately issued mortgage related securities. The Portfolio may engage in
repurchase agreements, purchase temporary investments, purchase securities
on a
when-issued basis and lend its portfolio securities. The Portfolio may
attempt
to hedge against unfavorable changes in interest rates by entering into
interest rate futures contracts and purchasing and writing put and call
options
thereon. See "Certain Securities, Investment Techniques and Risk Factors."
MUNICIPAL BOND INVESTMENTS
Municipal Bond Investments is advised by Smith Affiliated Capital Corp.
The
Portfolio seeks, as its investment objective, a high level of interest
income
that is excluded from federal income taxation to the extent consistent with
prudent investment management and the preservation of capital. The
Portfolio
seeks to achieve its objectives through investment in a diversified
portfolio
of general obligation, revenue and private activity bonds and notes that
are
issued by or on behalf of states, territories and possessions of the United
States and the District of Columbia and their political subdivisions,
agencies
and instrumentalities, or multi-state agencies or authorities, the interest
on
which, in the opinion of counsel to the issuer of the instrument, is
excluded
from gross income for federal income tax purposes ("Municipal
Obligations").
Portfolio composition generally covers a full range of maturities with
broad
geographic and issuer diversification. The Portfolio may invest in private
activity bonds collateralized by letters of credit issued by banks having
stockholders' equity in excess of $100 million as of the date of their most
recent published statement of financial condition. The Portfolio may also
invest in variable rate Municipal Obligations, most of which permit the
holder
thereof to receive the principal amount on demand upon seven days' notice.
The
Portfolio limits its investments to Municipal Obligations that are rated at
least A, MIG-2 or Prime 2 by Moody's or A, SP-2 or A-2 by S&P and unrated
securities determined to be of comparable quality by the Advisor.
It is a fundamental policy of the Portfolio that under normal
circumstances
at least 80% of its assets will be invested in Municipal Obligations and at
least 65% of its assets will be invested in bonds. The Portfolio will not
invest more than 25% of its total assets in Municipal Obligations whose
issuers
are located in the same state or more than 25% of its total assets in
Municipal
Obligations that are secured by revenues from entities in any one of the
following categories: hospitals and health facilities; ports and airports;
or
colleges and universities. The Portfolio will also not invest more than 25%
of
its assets in private activity bonds of similar projects. The Portfolio
may,
however, invest more than 25% of its total assets in Municipal Obligations
of
one or more of the following types: turnpikes and toll roads; public
housing
authorities, general obligations of states and localities; state and local
housing finance authorities; municipal utilities systems; bonds that are
secured or backed by the U.S. Treasury or other U.S. government guaranteed
securities; and pollution control bonds.
The Portfolio may invest without limit in private activity bonds,
although it
does not currently expect to invest more than 20% of its total assets in
private activity bonds. Dividends attributable to interest income
14
on certain types of private activity bonds issued after August 7, 1986 to
finance nongovernmental activities are a specific tax preference item for
purposes of the federal individual and corporate alternative minimum taxes.
Dividends derived from interest income on all Municipal Obligations are a
component of the "current earnings" adjustment item for purposes of the
federal
corporate alternative minimum tax.
When the Portfolio is maintaining a temporary defensive position, it may
invest in short-term investments, some of which may not be tax exempt.
Securities eligible for short-term investment by the Portfolio are tax
exempt
notes of municipal issuers having, at the time of purchase, a rating within
the
three highest grades of Moody's or S&P or, if not rated, having an issue of
outstanding Municipal Obligations rated within the three highest grades by
Moody's or S&P, and taxable short-term instruments having quality
characteristics comparable to those for Municipal Obligations. The
Portfolio
may invest in temporary investments for defensive reasons in anticipation
of a
market decline. At no time will more than 20% of the Portfolio's total
assets
be invested in temporary investments unless the Portfolio has adopted a
defensive investment policy. The Portfolio will purchase tax exempt
temporary
investments pending the investment of the proceeds from the sale of the
securities held by the Portfolio or from the purchase of the Portfolio's
shares
by investors or in order to have highly liquid securities available to meet
anticipated redemptions. To the extent that the Portfolio holds temporary
investments, it may not achieve its investment objective. The Portfolio may
purchase securities on a when-issued basis. See "Certain Securities,
Investment
Techniques and Risk Factors."
MORTGAGE BACKED INVESTMENTS
Mortgage Backed Investments is advised by Atlantic Portfolio Analytics &
Management, Inc. The primary investment objective of the Portfolio is high
current income and its secondary objective is capital appreciation, each to
the
extent consistent with the protection of capital. The Portfolio seeks to
achieve these objectives by investing, under normal circumstances, at least
65%
of its assets in mortgage related securities.
The mortgage related securities in which the Portfolio invests represent
pools of mortgage loans assembled for sale to investors by various
governmental
agencies, such as the Government National Mortgage Association ("GNMA") and
government related organizations, such as the Federal National Mortgage
Association ("FNMA") and the Federal Home Loan Mortgage Corporation
("FHLMC")
as well as by private issuers, such as commercial banks, savings and loan
institutions, mortgage bankers and private mortgage insurance companies.
The
Portfolio may also invest in government stripped mortgage related
securities
and CMOs collateralized by mortgage loans or mortgage pass-through
certificates. Under current market conditions, the Portfolio's holdings of
mortgage related securities may be expected to consist primarily of
securities
issued by GNMA, FNMA and FHLMC. However, the composition of the Portfolio's
assets will vary from time to time based upon a determination by the
Advisor of
how best to achieve the Portfolio's investment objectives taking into
account
such factors as the liquidity, yield and creditworthiness of various
mortgage
related securities. Mortgage related securities held by the Portfolio will
generally be rated no lower than A by Moody's or S&P or, if not rated, will
be
of equivalent investment quality as determined by the Advisor. Although up
to
20% of the Portfolio's assets may be invested in securities rated as low as
B
by Moody's or S&P (or, if unrated, judged by the Advisor to be of
comparable
quality), a program of investments in securities rated below A will only be
made upon the concurrence of the Manager. In order to enhance current
income,
the Portfolio may enter into forward roll transactions with respect to
mortgage
related securities issued by GNMA, FNMA and FHLMC. The Portfolio may invest
in
government stripped mortgage related securities issued and guaranteed by
GNMA,
FNMA or FHLMC. The Portfolio will not invest more than 25% of its assets in
privately issued mortgage related securities. The Portfolio may engage in
repurchase agreements, purchase temporary investments, purchase securities
on a
when-issued basis and lend its portfolio securities. The Portfolio may
attempt
to hedge against unfavorable changes in interest rates by entering into
interest rate futures contracts and purchasing and writing put and call
options
thereon. See "Certain Securities, Investment Techniques and Risk Factors."
15
BALANCED INVESTMENTS
Balanced Investments is advised by Palley-Needelman Asset Management,
Inc.
The investment objective of the Portfolio is total return through a
combination
of current income and capital appreciation. The Portfolio seeks to achieve
its
objective through investment in common stocks and in fixed income senior
securities rated within the four highest categories established by Moody's
or
S&P and unrated securities determined to be of comparable quality by the
Portfolio's Advisor. See the Appendix to the Statement of Additional
Information for a description of Moody's and S&P ratings and "Certain
Securities, Investment Techniques and Risk Factors--Medium and Lower Rated
and
Unrated Securities" in this Prospectus for a description of certain risks
associated with securities in the fourth highest rating category. It is the
Portfolio's policy not to purchase a security if as a result of the
purchase
less than 25% of the Portfolio's total assets would be invested in fixed-
income
senior securities, including short- and long-term debt securities,
preferred
stocks and convertible debt securities and convertible preferred stocks to
the
extent their value is attributable to their fixed income characteristics.
Subject to this policy, the Portfolio's assets will be invested in each
type of
security in such proportions as are deemed appropriate by the Advisor under
prevailing economic and market conditions.
Shares of Balanced Investments are intended for purchase by investors
that
participate in TRAK through employee benefit plans, the sponsors of which
have
elected to make available less than the full range of Portfolios offered by
the
Trust. Consequently, the Consulting Group does not intend to advise the
purchase of these shares to other TRAK participants as part of a
recommended
asset allocation strategy.
Balanced Investments may purchase American Depositary Receipts ("ADRs"),
which are dollar-denominated receipts issued generally by domestic banks
and
represent the deposit with the bank of a security of a foreign issuer. ADRs
are
publicly traded on exchanges or over-the-counter in the United States.
LARGE CAPITALIZATION VALUE EQUITY INVESTMENTS
Large Capitalization Value Equity Investments is advised by Newbold's
Asset
Management, Inc. and Parametric Portfolio Associates. It is currently
anticipated that Newbold's Asset Management, Inc. and Parametric Portfolio
Associates will manage twenty percent (20%) and eighty percent (80%),
respectively, of the Portfolio's current assets and will be allocated for
management twenty percent (20%) and eighty percent (80%), respectively, of
the
Portfolio's future assets. The Trust's Board of Trustees, may, upon the
advice
of the Consulting Group, reallocate the management of the Portfolio's
assets
between the investment advisers in its discretion from time to time. The
Portfolio seeks, as its investment objective, total return consisting of
capital appreciation and dividend income by investing primarily in a
diversified portfolio of highly liquid common stocks that, in the Advisor's
opinion, have above average price appreciation potential at the time of
purchase. In general, these securities are characterized as having above
average dividend yields and below average price earnings ratios relative to
the
stock market in general, as measured by the Standard & Poor's 500 Composite
Stock Price Index (the "S&P 500"). Other factors, such as earnings and
dividend
growth prospects as well as industry outlook and market share, also are
considered. Under normal conditions, at least 80% of the Portfolio's assets
will be invested in common stocks and at least 65% of the Portfolio's
assets
will be invested in common stocks that, at the time of investment, will be
expected to pay regular dividends. No less than 65% of the Portfolio's
assets
will be invested in common stocks of issuers with total market
capitalization
of $1 billion or greater at the time of purchase. The Portfolio may
purchase
temporary investments, lend its portfolio securities and purchase stock
index
futures contracts and purchase and write options thereon. See "Certain
Securities, Investment Techniques and Risk Factors."
LARGE CAPITALIZATION GROWTH INVESTMENTS
Large Capitalization Growth Investments is advised by Provident
Investment
Counsel and Boston Structured Advisors. Currently, Provident Investment
Counsel
and Boston Structured Advisors manage twenty percent (20%) and eighty
percent
(80%), respectively, of the Portfolio's current assets and will be
allocated
for management twenty percent (20%) and eighty percent (80%), respectively,
of
the Portfolio's
16
future assets. The Trust's Board of Trustees may, upon the advice of the
Consulting Group, reallocate the management of the Portfolio's assets
between
the investment advisers in its discretion from time to time.
The Portfolio seeks substantial capital appreciation by investing
primarily
in a diversified portfolio of common stocks that, in the Advisor's opinion,
are
characterized by a growth of earnings at a rate faster than that of the S&P
500. Dividend income is an incidental consideration in the selection of
investments. The securities held by the Portfolio can be expected to
experience
greater volatility than those of Large Capitalization Value Equity
Investments.
In selecting securities for the Portfolio, the Advisor evaluates factors
believed to be favorable to long-term capital appreciation including
specific
financial characteristics of the issuer such as historical earnings growth,
sales growth, profitability and return on equity. The Advisor also analyzes
the
issuer's position within its industry as well as the quality and experience
of
the issuer's management. Under normal conditions, at least 80% of the
Portfolio's assets will be invested in common stocks and at least 65% of
the
Portfolio's assets will be invested in common stocks of issuers with total
market capitalization of $1 billion or greater at the time of purchase. The
Portfolio may purchase temporary investments, lend its portfolio securities
and
purchase stock index futures contracts and purchase and write options
thereon.
See "Certain Securities, Investment Techniques and Risk Factors."
SMALL CAPITALIZATION VALUE EQUITY INVESTMENTS
Small Capitalization Value Equity Investments is advised by NFJ
Investment
Group and Wells Fargo Nikko Investment Advisors. It is currently
anticipated
that NFJ Investment Group and Wells Fargo Nikko Investment Advisors will
each
manage approximately fifty percent (50%) of the Portfolio's current and
future
assets. The Trust's Board of Trustees may, upon the advice of the
Consulting
Group, allocate and reallocate the management of the Portfolio's assets
between
the investment advisors in its discretion from time to time.
The Portfolio seeks above average capital appreciation. With respect to
the
portion of the Portfolio allocated to Wells Fargo Nikko Investment
Advisors,
the Advisor seeks to track the performance of the Russell 2000 Value Index.
With respect to the remainder of the Portfolio, the Advisor will invest
primarily in a diversified portfolio of common stocks that, in the
Advisor's
opinion, are undervalued or "neglected" in the marketplace at the time of
purchase. In general, these securities are characterized as having below
average price earnings ratios and a small number of shares outstanding
relative
to the stock market in general and enjoy below average industry analyst
coverage. Other factors, such as earnings and dividend growth prospects as
well
as industry outlook and market share, also are considered. Current dividend
income is only an incidental consideration in the selection of investments.
Under normal conditions, at least 80% of the Portfolio's assets will be
invested in common stocks, at least 65% of the Portfolio's assets will be
invested in common stocks of issuers with total market capitalization of
less
than $1 billion and at least one third of the Portfolio's assets will be
invested in common stocks of companies with total market capitalization of
$550
million or less at the time of purchase. The Portfolio may purchase
temporary
investments, lend its portfolio securities and purchase stock index futures
contracts and purchase and write options thereon. See "Certain Securities,
Investment Techniques and Risk Factors."
SMALL CAPITALIZATION GROWTH INVESTMENTS
Small Capitalization Growth Investments is advised by Pilgrim Baxter &
Associates Ltd. and Mellon Capital Management Corporation. It is currently
anticipated that Pilgrim Baxter & Associates Ltd. and Mellon Capital
Management
Corporation will each manage approximately fifty percent (50%) of the
Portfolio's current and future assets. The Trust's Board of Trustees may,
upon
the advice of the Consulting Group, allocate and reallocate the management
of
the Portfolio's assets between the investment advisors in its discretion
from
time to time.
17
The Portfolio seeks, as its investment objective, maximum capital
appreciation. With respect to the portion of the Portfolio allocated to
Mellon
Capital Management Corporation, the Advisor seeks to track the performance
of
the Russell 2000 Growth Index. With respect to the remainder of the
Portfolio,
the Advisor attempts to achieve its objective through investment of at
least
65% of the Portfolio's assets in the common stock of "emerging growth"
companies with total market capitalization of less than $1 billion and at
least
one third of the Portfolio's assets allocated to it will be invested in
common
stocks of companies with total market capitalization of $550 million or
less.
Dividend income is not a consideration in the selection of investments.
Pilgrim
Baxter & Associates Ltd. seeks to invest in small capitalization companies
that
it believes are undervalued in the marketplace, or have earnings that may
be
expected to grow faster than the U.S. economy in general. These companies
typically possess a relatively high rate of return on invested capital so
that
future growth can be financed from internal sources. The Advisor may also
invest in companies that offer the possibility of accelerating earnings
growth
because of management changes, new products or structural changes in the
economy. Companies in which the Advisor is likely to invest may have
limited
product lines, markets or financial resources and may lack management
depth.
The securities of these companies may have limited marketability and may be
subject to more abrupt or erratic market movements than securities of
larger,
more established companies or the market averages in general. The Portfolio
may
purchase temporary investments, lend its portfolio securities and purchase
stock index futures contracts and purchase and write options thereon. See
"Certain Securities, Investment Techniques and Risk Factors."
INTERNATIONAL EQUITY INVESTMENTS
International Equity Investments is advised by Oechsle International
Advisors, L.P. and State Street Global Advisors. It is currently
anticipated
that Oechsle International Advisors, L.P. and State Street Global Advisors
will
each manage approximately fifty percent (50%) of the Portfolio's current
and
future assets. The Trust's Board of Trustees may, upon the advice of the
Consulting Group, allocate and reallocate the management of the Portfolio's
assets between the investment advisors in its discretion from time to time.
The investment objective of the Portfolio is capital appreciation. The
Portfolio ordinarily invests at least 80% of its assets in equity
securities of
companies domiciled outside the United States. For purposes of the
Portfolio's
investment policies, equity securities consist of common and preferred
stock
and securities such as bonds, rights and warrants that are convertible into
common stock.
Under normal market conditions, at least 65% of the Portfolio's assets
will
be invested in securities of issuers domiciled in at least three foreign
countries. Investments may be made in companies in developed as well as
developing countries. Investing in the equity markets of developing
countries
involves exposure to economies that are generally less diverse and mature,
and
to political systems that can be expected to have less stability, than
those of
developed countries. With respect to that portion of the Portfolio
allocated to
State Street Global Advisors, the Advisor seeks to track the performance of
the
Morgan Stanley Capital International Europe, Australia and Far East
("EAFE")
Index. With respect to the remainder of the Portfolio, the Advisor attempts
to
limit exposure to investments in developing countries where both liquidity
and
sovereign risks are high. Although there is no established definition, a
developing country is generally considered to be a country that is in the
initial stages of its industrialization cycle with per capita gross
national
product of less than $5,000. Historical experience indicates that the
markets
of developing countries have been more volatile than the markets of
developed
countries, although securities traded in the former markets have provided
higher rates of return to investors. For a discussion of the risks
associated
with investing in foreign securities, see "Certain Securities, Investment
Techniques and Risk Factors--Foreign Securities."
The Portfolio intends to invest in non-U.S. companies whose securities
are
traded on exchanges located in the countries in which the issuers are
principally based. The Portfolio may invest in securities of foreign
issuers in
the form of ADRs. European Depositary Receipts ("EDRs"), which are
sometimes
referred to as Continental Depositary Receipts ("CDRs"), may also be
purchased
by the Portfolios. EDRs and CDRs are
18
generally issued by foreign banks and evidence ownership of either foreign
or
domestic securities. The Portfolio may attempt to hedge against unfavorable
changes in currency exchange rates by engaging in forward currency
transactions, purchasing and writing put and call options on foreign
currencies
and trading currency futures contracts and options thereon. The Portfolio
may
purchase temporary investments, lend its portfolio securities and purchase
stock index futures contracts and purchase and write options thereon. See
"Certain Securities, Investment Techniques and Risk Factors."
INTERNATIONAL FIXED INCOME INVESTMENTS
International Fixed Income Investments is advised by Julius Baer
Investment
Management Inc. The Portfolio seeks, as its investment objective, to
maximize
current income consistent with protection of principal by investing
primarily
in a managed portfolio of non-U.S. dollar debt securities issued by foreign
governments and supranational entities. Under normal market conditions, at
least 65% of the Portfolio's assets will be invested in fixed income
securities
of issuers domiciled in at least three foreign countries. The Portfolio
will
not invest more than 25% of its assets in the securities of governments in
any
one country. The Portfolio limits its purchases of debt securities to those
that are rated within the four highest categories established by S&P or
Moody's
or, if unrated, are deemed by the Advisor to be of comparable quality. See
the
Appendix to the Statement of Additional Information for a description of
Moody's and S&P's ratings and "Certain Securities, Investment Techniques
and
Risk Factors--Medium and Lower Rated and Unrated Securities" for a
description
of certain risks associated with securities in the fourth highest rating
category. The Portfolio may attempt to hedge against unfavorable changes in
currency exchange rates by engaging in forward currency transactions and
trading currency futures contracts and options thereon. The Portfolio may
purchase temporary investments, purchase securities on a when-issued basis
and
lend its portfolio securities.
The Portfolio is classified as a "non-diversified" investment company
under
the Investment Company Act of 1940, as amended (the "1940 Act"), which
means
that it is not limited by the 1940 Act in the proportion of its assets that
it
may invest in the securities of a single issuer. The Portfolio, as a non-
diversified investment company, may invest in a smaller number of
individual
issuers than a diversified investment company. Thus, an investment in the
Portfolio may, due to changes in the financial condition or in the market's
assessment of those issuers, present greater risk to an investor than an
investment in a diversified investment company. However, the Portfolio
intends
to conduct its operations so as to qualify as a "regulated investment
company"
for purposes of the Internal Revenue Code of 1986, as amended (the "Code"),
which will relieve the Portfolio of any liability for federal income tax to
the
extent that its earnings are distributed to shareholders. In order to so
qualify, among other things, the Portfolio must ensure that, at the close
of
each quarter of the taxable year, (i) not more than 25% of the market value
of
the Portfolio's total assets is invested in the securities (other than U.S.
Government Securities) of a single issuer or of two or more issuers that
the
Portfolio controls and that are engaged in the same, similar or related
trades
or businesses and (ii) at least 50% of the market value of the Portfolio's
total assets is represented by (a) cash and cash items, (b) U.S. Government
Securities and (c) other securities limited in respect of any one issuer to
an
amount not greater in value than 5% of the market value of the Portfolio's
total assets and to not more than 10% of the outstanding voting securities
of
the issuer.
EMERGING MARKETS EQUITY INVESTMENTS
Emerging Markets Equity Investments is advised by John Govett & Co.
Limited.
The Portfolio seeks to achieve long-term capital appreciation through
investment primarily in a diversified portfolio of equity securities of
issuers
in countries having "emerging markets." For this purpose, a country with an
emerging market is generally one in which the per capita income is in the
low
to middle ranges, as determined by the International Bank for
Reconstruction
and Development (World Bank). The Portfolio currently expects to invest in
the
following emerging markets countries: Argentina, Austria (as a "gateway"
into
Czech Republic and Hungary), Brazil, Chile, China, Colombia, Greece, Hong
Kong
(as a "gateway" into China), India, Indonesia, Israel, South Korea,
Malaysia,
Mexico, Pakistan, Philippines, Portugal, Singapore, Sri Lanka,
19
Taiwan, Thailand, Turkey and Venezuela. The Portfolio may from time to time
discontinue investments in any of the above-mentioned countries and/or
begin
investing in other countries with emerging markets.
The Portfolio anticipates normally investing at least 65% of its total
assets
in securities of issuers located in at least three different countries,
other
than the United States. At least 65% of the Portfolio's total assets
typically
will be invested in equity securities and equity derivative securities such
as
preferred stocks and warrants. Most of the equity securities in which the
Portfolio will invest will be listed on recognized foreign securities
exchanges, although the Portfolio may also invest in over-the-counter
securities. Under normal market conditions, not more than 5% of the
Portfolio's
net assets will be invested in the securities of any one issuer (excluding
the
United States government and its agencies and instrumentalities) and not
more
than 25% of the Portfolio's total assets will be invested in issuers in the
same industry.
In choosing the issuers in whose securities the Portfolio will invest,
the
Portfolio's Advisor first analyzes the economic factors and background of
each
emerging markets country and estimates the rate of Gross Domestic Product
growth, the rate of inflation and currency exchange rates for the following
six
months. Anticipated returns for each country are then determined based on
prospective price earnings ratios relative to bond yields and other
relevant
historical interest rate measures, and asset allocation decisions are made
among the different emerging markets countries. Within each market chosen
for
investment, the Portfolio's Advisor will then choose the issuers offering
the
best relative value, based on relative price earnings ratios, dividend
yields,
dividend and interest cover and balance sheets.
The Portfolio may enter into forward currency contracts, use options and
options on futures contracts to hedge against movements in currency
exchange
rates, purchase temporary investments and enter into reverse repurchase
agreements. The Portfolio, which is designed for investors who do not
require
regular current income and who can accept a high degree of risk in their
investment, may be viewed as speculative in nature. Investing in the
securities
of issuers in emerging markets countries involves certain risks and special
considerations not inherent in investments in securities of U.S. companies.
See
"Certain Securities, Investment Techniques and Risk Factors."
CERTAIN SECURITIES, INVESTMENT TECHNIQUES AND RISK FACTORS
TEMPORARY INVESTMENTS. For temporary defensive purposes during periods
when
the Advisor of a Portfolio, other than Government Money Investments,
believes,
in consultation with the Manager, that pursuing the Portfolio's basic
investment strategy may be inconsistent with the best interests of its
shareholders, the Portfolio may invest its assets in the following money
market
instruments: U.S. Government Securities (including those purchased in the
form
of custodial receipts), repurchase agreements, certificates of deposit and
bankers' acceptances issued by U.S. banks or savings and loan associations
having assets of at least $500 million as of the end of their most recent
fiscal year and high quality commercial paper. Each of these Portfolio's
U.S.
dollar-denominated temporary investments are managed by Boston Advisors.
See
"Management of the Trust--Administrator." In addition, for the same
purposes
the Advisors of Emerging Markets Equity Investments, International Fixed
Income
Investments and International Equity Investments may invest in obligations
issued or guaranteed by foreign governments or by any of their political
subdivisions, authorities, agencies or instrumentalities that are rated at
least AA by S&P or Aa by Moody's or, if unrated, are determined by the
Advisor
to be of equivalent quality. Emerging Markets Equity Investments may also
invest in obligations issued by foreign banks, but will limit its
investments
in such obligations to U.S. dollar-denominated obligations of foreign banks
which at the time of investment (i) have assets with a value of more than
$10
billion; (ii) are among the 75 largest foreign banks in the world, based on
amount of assets; (iii) have branches in the United States; and (iv) are of
comparable quality to obligations issued by United States banks in which
the
Portfolio may invest, in the opinion of the Portfolio's Advisor. See
"Foreign
Securities" below. Each Portfolio also may hold a portion of its assets in
money market instruments or cash in amounts designed to pay expenses, to
meet
anticipated redemptions or pending investments in accordance with its
objectives and policies. Any temporary investments may be purchased on a
when-
issued basis. A Portfolio's
20
investment in any other short-term debt instruments would be subject to the
Portfolio's investment objectives and policies, and to approval by the
Trust's
Board of Trustees.
The Portfolios are intended as vehicles for the implementation of long-
term
asset allocation strategies rendered through investment advisory programs,
such
as TRAK, that are based on an evaluation of an investor's investment
objectives
and risk tolerances. Because these asset allocation strategies are designed
to
spread investment risk across the various segments of the securities
markets
through investment in a number of Portfolios, each individual Portfolio
generally intends to be substantially fully invested in accordance with its
investment objectives and policies during most market conditions. Although
the
Advisor of a Portfolio may, upon the concurrence of the Manager, take a
temporary defensive position during adverse market conditions, it can be
expected that a defensive posture will be adopted less frequently than it
would
be by other mutual funds. This policy may impede an Advisor's ability to
protect a Portfolio's capital during declines in the particular segment of
the
market to which the Portfolio's assets are committed. Consequently, no
single
Portfolio should be considered a complete investment program and an
investment
among the Portfolios should be regarded as a long-term commitment that
should
be held through several market cycles. In addition, although the Consulting
Group intends to recommend adjustments in the allocation of assets among
the
Portfolios based on, among other things, anticipated market trends, there
can
be no assurance that these recommendations can be developed, transmitted
and
acted upon in a manner sufficiently timely to avoid market shifts, which
can be
sudden and substantial. TRAK participants should recognize that TRAK is a
nondiscretionary investment advisory service and that all investment
decisions
rest with the participant alone. Therefore, TRAK participants are urged
strongly to adhere to the Consulting Group's asset allocation
recommendations
and to act promptly upon any recommended reallocation of assets among the
Portfolios. Investors intending to purchase Portfolio shares through
different
investment advisory services should evaluate carefully whether the service
is
ongoing and continuous, as well as their investment advisors' ability to
anticipate and respond to market trends.
REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS. Each of the
Portfolios may engage in repurchase agreement transactions. Under the terms
of
a typical repurchase agreement, a Portfolio 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 market fluctuations during the
Portfolio's holding period. A Portfolio may enter into repurchase
agreements
with respect to U.S. Government Securities with member banks of the Federal
Reserve System and certain non-bank dealers approved by the Board of
Trustees.
Under each repurchase agreement, the selling institution is required to
maintain the value of the securities subject to the repurchase agreement at
not
less than their repurchase price. The Portfolio's Advisor, acting under the
supervision of the Board of Trustees, reviews on an ongoing basis the value
of
the collateral and the creditworthiness of those non-bank dealers with whom
the
Portfolio enters into repurchase agreements. A Portfolio will not invest in
a
repurchase agreement maturing in more than seven days if the investment,
together with illiquid securities held by the Portfolio, exceeds 10% of the
Portfolio's total assets. See "Certain Investment Policies." In entering
into a
repurchase agreement, a Portfolio bears a risk of loss in the event that
the
other party to the transaction defaults on its obligations and the
Portfolio is
delayed or prevented from exercising its rights to dispose of the
underlying
securities, including the risk of a possible decline in the value of the
underlying securities during the period in which the Portfolio seeks to
assert
its rights to them, the risk of incurring expenses associated with
asserting
those rights and the risk of losing all or a part of the income from the
agreement.
Emerging Markets Equity Investments may enter into reverse repurchase
agreements with the financial institutions with which it may enter into
repurchase agreements. Under a reverse repurchase agreement, the Portfolio
would sell securities to a financial institution and agree to repurchase
them
at a mutually agreed upon date, price and rate of interest. During the
period
between the sale and repurchase, the Portfolio would not be entitled to
principal and interest paid on the securities sold by the Portfolio. The
Portfolio, however,
21
would seek to achieve gains derived from the difference between the current
sales price and the forward price for the future purchase as well as the
interest earned on the proceeds on the initial sale. Reverse repurchase
agreements will be viewed as borrowings by the Portfolio for the purpose of
calculating the Portfolio's indebtedness and will have the effect of
leveraging
the Portfolio's assets.
BORROWING. Leverage increases investment risk as well as investment
opportunity. If the income and investment gains on securities purchased
with
borrowed money exceed the interest paid on the borrowing, the net asset
value
of the Portfolio's shares will rise faster than would otherwise be the
case. On
the other hand, if the income and investment gains fail to cover the cost,
including interest, of the borrowings, or if there are losses, the net
asset
value of the Portfolio's shares will decrease faster than otherwise would
be
the case.
U.S. GOVERNMENT SECURITIES. Each Portfolio may invest in U.S. Government
Securities, which are obligations issued or guaranteed by the U.S.
Government,
its agencies, authorities or instrumentalities. Some U.S. Government
Securities, such as U.S. Treasury bills, Treasury notes and Treasury bonds,
which differ only in their interest rates, maturities and times of
issuance,
are supported by the full faith and credit of the United States. Others are
supported by: (i) the right of the issuer to borrow from the U.S. Treasury,
such as securities of the Federal Home Loan Banks; (ii) the discretionary
authority of the U.S. Government to purchase the agency's obligations, such
as
securities of the FNMA; or (iii) only the credit of the issuer, such as
securities of the Student Loan Marketing Association. No assurance can be
given
that the U.S. Government will provide financial support in the future to
U.S.
Government agencies, authorities or instrumentalities that are not
supported by
the full faith and credit of the United States.
Securities guaranteed as to principal and interest by the U.S.
Government,
its agencies, authorities or instrumentalities include: (i) securities for
which the payment of principal and interest is backed by an irrevocable
letter
of credit issued by the U.S. Government or any of its agencies, authorities
or
instrumentalities; and (ii) participations in loans made to foreign
governments
or other entities that are so guaranteed. The secondary market for certain
of
these participations is limited and, therefore, may be regarded as
illiquid.
U.S. Government Securities may include zero coupon securities that may be
purchased when yields are attractive and/or to enhance portfolio liquidity.
Zero coupon U.S. Government Securities are debt obligations that are issued
or
purchased at a significant discount from face value. The discount
approximates
the total amount of interest the security will accrue and compound over the
period until maturity or the particular interest payment date at a rate of
interest reflecting the market rate of the security at the time of
issuance.
Zero coupon U.S. Government Securities do not require the periodic payment
of
interest. These investments benefit the issuer by mitigating its need for
cash
to meet debt service, but also require a higher rate of return to attract
investors who are willing to defer receipt of cash. These investments may
experience greater volatility in market value than U.S. Government
Securities
that make regular payments of interest. A Portfolio accrues income on these
investments for tax and accounting purposes, which is distributable to
shareholders and which, because no cash is received at the time of accrual,
may
require the liquidation of other portfolio securities to satisfy the
Portfolio's distribution obligations, in which case the Portfolio will
forego
the purchase of additional income producing assets with these funds. Zero
coupon U.S. Government Securities include STRIPS and CUBES, which are
issued by
the U.S. Treasury as component parts of U.S. Treasury bonds and represent
scheduled interest and principal payments on the bonds.
As part of its investments in U.S. Government Securities, a Portfolio,
other
than Government Money Investments, may invest up to 5% of its net assets in
exchange rate-related U.S. Government Securities, which are described in
the
Statement of Additional Information.
CUSTODIAL RECEIPTS. Each Portfolio other than Government Money
Investments
may acquire custodial receipts or certificates, such as CATS, TIGRs and
FICO
Strips, underwritten by securities dealers or banks that evidence ownership
of
future interest payments, principal payments or both on certain notes or
bonds
22
issued by the U.S. Government, its agencies, authorities or
instrumentalities.
The underwriters of these certificates or receipts purchase a U.S.
Government
Security and deposit the security in an irrevocable trust or custodial
account
with a custodian bank, which then issues receipts or certificates that
evidence
ownership of the periodic unmatured coupon payments and the final principal
payment on the U.S. Government Security. Custodial receipts evidencing
specific
coupon or principal payments have the same general attributes as zero
coupon
U.S. Government Securities, described above. Although typically under the
terms
of a custodial receipt a Portfolio is authorized to assert its rights
directly
against the issuer of the underlying obligation, the Portfolio may be
required
to assert through the custodian bank such rights as may exist against the
underlying issuer. Thus, in the event the underlying issuer fails to pay
principal and/or interest when due, a Portfolio may be subject to delays,
expenses and risks that are greater than those that would have been
involved if
the Portfolio had purchased a direct obligation of the issuer. In addition,
in
the event that the trust or custodial account in which the underlying
security
has been deposited is determined to be an association taxable as a
corporation,
instead of a non-taxable entity, the yield on the underlying security would
be
reduced in respect of any taxes paid.
LENDING PORTFOLIO SECURITIES. To generate income for the purpose of
helping
to meet its operating expenses, each Portfolio other than Municipal Bond
Investments may lend securities to brokers, dealers and other financial
organizations. These loans, if and when made, may not exceed 30% of a
Portfolio's assets taken at value. A Portfolio's loans of securities will
be
collateralized at least 100% by cash, letters of credit or U.S. Government
Securities, which will be marked to market daily. The cash or instruments
collateralizing a Portfolio's loans of securities will be maintained at all
times in a segregated account with the Portfolio's custodian, or with a
designated sub-custodian, in an amount at least equal to the current market
value of the loaned securities. In lending securities to brokers, dealers
and
other financial organizations, a Portfolio is subject to risks, which, like
those associated with other extensions of credit, include delays in
recovery
and possible loss of rights in the collateral should the borrower fail
financially. Boston Advisors arranges for each Portfolio's securities loans
and
manages collateral received in connection with these loans. See "Management
of
the Trust--Administrator."
WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES. To secure prices deemed
advantageous at a particular time, each Portfolio may purchase securities
on a
when-issued or delayed-delivery basis, in which case delivery of the
securities
occurs beyond the normal settlement period; payment for or delivery of the
securities would be made prior to the reciprocal delivery or payment by the
other party to the transaction. A Portfolio will enter into when-issued or
delayed-delivery transactions for the purpose of acquiring securities and
not
for the purpose of leverage. When-issued securities purchased by the
Portfolio
may include securities purchased on a "when, as and if issued" basis under
which the issuance of the securities depends on the occurrence of a
subsequent
event, such as approval of a merger, corporate reorganization or debt
restructuring. The Portfolio will establish with its custodian, or with a
designated sub-custodian, a segregated account consisting of cash, U.S.
Government Securities or other liquid high grade debt obligations in an
amount
equal to the amount of its when-issued or delayed-delivery purchase
commitments.
Securities purchased on a when-issued or delayed-delivery basis may
expose a
Portfolio to risk because the securities may experience fluctuations in
value
prior to their actual delivery. The Portfolio does not accrue income with
respect to a when-issued or delayed-delivery security prior to its stated
delivery date. Purchasing securities on a when-issued or delayed-delivery
basis
can involve the additional risk that the yield available in the market when
the
delivery takes place may be higher than that obtained in the transaction
itself.
FIXED INCOME SECURITIES. The market value of fixed income obligations of
the
Portfolios will be affected by general changes in interest rates which will
result in increases or decreases in the value of the obligations held by
the
Portfolios. The market value of the obligations held by a Portfolio can be
expected to vary inversely to changes in prevailing interest rates.
Investors
also should recognize that, in periods of declining interest rates, a
Portfolio's yield will tend to be somewhat higher than prevailing market
rates
and, in periods of rising interest rates, a Portfolio's yield will tend to
be
somewhat lower. Also, when interest rates are falling, the inflow of net
new
money to a Portfolio from the continuous sale of its shares will tend to be
invested in
23
instruments producing lower yields than the balance of its portfolio,
thereby
reducing the Portfolio's current yield. In periods of rising interest
rates,
the opposite can be expected to occur. In addition, securities in which a
Portfolio may invest may not yield as high a level of current income as
might
be achieved by investing in securities with less liquidity, less
creditworthiness or longer maturities.
Ratings made available by S&P and Moody's are relative and subjective and
are
not absolute standards of quality. Although these ratings are initial
criteria
for selection of portfolio investments, a Portfolio also will make its own
evaluation of these securities. Among the factors that will be considered
are
the long-term ability of the issuers to pay principal and interest and
general
economic trends.
MUNICIPAL OBLIGATIONS. The term "Municipal Obligations" generally is
understood to include debt obligations issued to obtain funds for various
public purposes, the interest on which is, in the opinion of bond counsel
to
the issuer, excluded from gross income for federal income tax purposes. In
addition, if the proceeds from private activity bonds are used for the
construction, repair or improvement of privately operated industrial or
commercial facilities, the interest paid on such bonds may be excluded from
gross income for federal income tax purposes, although current federal tax
laws
place substantial limitations on the size of these issues.
The two principal classifications of Municipal Obligations are "general
obligation" and "revenue" bonds. General obligation bonds are secured by
the
issuer's pledge of its faith, credit, and taxing power for the payment of
principal and interest. Revenue bonds are payable from the revenues derived
from a particular facility or class of facilities or, in some cases, from
the
proceeds of a special excise or other specific revenue source, but not from
the
general taxing power. Sizable investments in these obligations could
involve an
increased risk to the Portfolio should any of the related facilities
experience
financial difficulties. Private activity bonds are in most cases revenue
bonds
and do not generally carry the pledge of the credit of the issuing
municipality. There are, of course, variations in the security of Municipal
Obligations, both within a particular classification and between
classifications.
MORTGAGE RELATED SECURITIES. Intermediate Fixed Income Investments, Long-
Term
Bond Investments and Mortgage Backed Investments may invest in mortgage
related
securities without limit. There are several risks associated with mortgage
related securities generally. One is that the monthly cash inflow from the
underlying loans may not be sufficient to meet the monthly payment
requirements
of the mortgage related security.
Prepayment of principal by mortgagors or mortgage foreclosures will
shorten
the term of the underlying mortgage pool for a mortgage related security.
Early
returns of principal will affect the average life of the mortgage related
securities remaining in a Portfolio. The occurrence of mortgage prepayments
is
affected by factors including the level of interest rates, general economic
conditions, the location and age of the mortgage and other social and
demographic conditions. In periods of rising interest rates, the rate of
prepayment tends to decrease, thereby lengthening the average life of a
pool of
mortgage related securities. Conversely, in periods of falling interest
rates
the rate of prepayment tends to increase, thereby shortening the average
life
of a pool. Reinvestment of prepayments may occur at higher or lower
interest
rates than the original investment, thus affecting the yield of a
Portfolio.
Because prepayments of principal generally occur when interest rates are
declining, it is likely that a Portfolio will have to reinvest the proceeds
of
prepayments at lower interest rates than those at which the assets were
previously invested. If this occurs, a Portfolio's yield will
correspondingly
decline. Thus, mortgage related securities may have less potential for
capital
appreciation in periods of falling interest rates than other fixed income
securities of comparable maturity, although these securities may have a
comparable risk of decline in market value in periods of rising interest
rates.
To the extent that a Portfolio purchases mortgage related securities at a
premium, unscheduled prepayments, which are made at par, will result in a
loss
equal to any unamortized premium.
CMOs are obligations fully collateralized by a portfolio of mortgages or
mortgage related securities. Payments of principal and interest on the
mortgages are passed through to the holders of the CMOs on the
24
same schedule as they are received, although certain classes of CMOs have
priority over others with respect to the receipt of prepayments on the
mortgages. Therefore, depending on the type of CMOs in which a Portfolio
invests, the investment may be subject to a greater or lesser risk of
prepayment than other types of mortgage related securities.
Mortgage related securities may not be readily marketable. To the extent
any
of these securities are not readily marketable in the judgment of the
Advisor,
the investment restriction limiting a Portfolio's investment in illiquid
instruments to not more than 10% of the value of its net assets will apply.
See
"Certain Investment Policies."
GOVERNMENT STRIPPED MORTGAGE RELATED SECURITIES. Each of Intermediate
Fixed
Income Investments, Long-Term Bond Investments and Mortgage Backed
Investments
may invest up to 25% of its total assets in certain government stripped
mortgage related securities issued and guaranteed by GNMA, FNMA or FHLMC.
These
securities represent beneficial ownership interests in either periodic
principal distributions ("principal-only") or interest distributions
("interest-only") on mortgage related certificates issued by GNMA, FNMA or
FHLMC, as the case may be. The certificates underlying the government
stripped
mortgage related securities represent all or part of the beneficial
interest in
pools of mortgage loans. A Portfolio will invest in government stripped
mortgage related securities in order to enhance yield or to benefit from
anticipated appreciation in value of the securities at times when its
Advisor
believes that interest rates will remain stable or increase. In periods of
rising interest rates, the expected increase in the value of government
stripped mortgage related securities may offset all or a portion of any
decline
in value of the securities held by a Portfolio.
Investing in government stripped mortgage related securities involves the
risks normally associated with investing in mortgage related securities
issued
by government or government related entities. See "Mortgage Related
Securities"
above. In addition, the yields on government stripped mortgage related
securities are extremely sensitive to the prepayment experience on the
mortgage
loans underlying the certificates collateralizing the securities. If a
decline
in the level of prevailing interest rates results in a rate of principal
prepayments higher than anticipated, distributions of principal will be
accelerated, thereby reducing the yield to maturity on interest-only
government
stripped mortgage related securities and increasing the yield to maturity
on
principal-only government stripped mortgage related securities.
Sufficiently
high prepayment rates could result in a Portfolio not fully recovering its
initial investment in an interest-only government stripped mortgage related
security. Under current market conditions, the Portfolios expect that
investments in government stripped mortgage related securities will consist
primarily of interest-only securities. Government stripped mortgage related
securities are currently traded in an over-the-counter market maintained by
several large investment banking firms. There can be no assurance that the
Portfolios will be able to effect a trade of a government stripped mortgage
related security at a time when it wishes to do so. The Portfolios will
acquire
government stripped mortgage related securities only if a secondary market
for
the securities exists at the time of acquisition. Except for government
stripped mortgage related securities based on fixed rate FNMA and FHLMC
mortgage certificates that meet certain liquidity criteria established by
the
Board of Trustees, a Portfolio will treat government stripped mortgage
related
securities as illiquid and will limit its investments in these securities,
together with other illiquid investments, to not more than 10% of its net
assets.
FORWARD ROLL TRANSACTIONS. In order to enhance current income, Mortgage
Backed Investments may enter into forward roll transactions with respect to
mortgage related securities issued by GNMA, FNMA and FHLMC. In a forward
roll
transaction, a Portfolio sells a mortgage related security to a financial
institution, such as a bank or broker-dealer, and simultaneously agrees to
repurchase a similar security from the institution at a later date at an
agreed-upon price. The mortgage related securities that are repurchased
will
bear the same interest rate as those sold, but generally will be
collateralized
by different pools of mortgages with different prepayment histories than
those
sold. During the period between the sale and repurchase, the Portfolio will
not
be entitled to receive interest and principal payments on the securities
sold.
Proceeds of the sale will be invested in short-term instruments,
particularly
repurchase agreements, and the
25
income from these investments, together with any additional fee income
received
on the sale, is intended to generate income for the Portfolio exceeding the
yield on the securities sold. Forward roll transactions involve the risk
that
the market value of the securities sold by the Portfolio may decline below
the
repurchase price of those securities. At the time the Portfolio enters into
a
forward roll transaction, it will place in a segregated custodial account
cash,
U.S. Government Securities or high quality debt obligations having a value
equal to the repurchase price (including accrued interest) and will
subsequently monitor the account to insure that the equivalent value is
maintained. Forward roll transactions are considered to be borrowings by
the
Portfolio.
MEDIUM AND LOWER RATED AND UNRATED SECURITIES. Securities rated in the
fourth
highest category by S&P or Moody's, although considered investment grade,
may
possess speculative characteristics, and changes in economic or other
conditions are more likely to impair the ability of issuers of these
securities
to make interest and principal payments than is the case with respect to
issuers of higher grade bonds.
Generally, medium or lower rated securities and unrated securities of
comparable quality, sometimes referred to as junk bonds, offer a higher
current
yield than is offered by higher rated securities, but also (i) will likely
have
some quality and protective characteristics that, in the judgment of the
rating
organizations, are outweighed by large uncertainties or major risk
exposures to
adverse conditions and (ii) are predominantly speculative with respect to
the
issuer's capacity to pay interest and repay principal in accordance with
the
terms of the obligation. The market values of certain of these securities
also
tend to be more sensitive to individual corporate developments and changes
in
economic conditions than higher quality bonds. In addition, medium and
lower
rated securities and comparable unrated securities generally present a
higher
degree of credit risk. The risk of loss due to default by these issuers is
significantly greater because medium and lower rated securities and unrated
securities of comparable quality generally are unsecured and frequently are
subordinated to the prior payment of senior indebtedness. In light of these
risks, the Board of Trustees has instructed the Advisors, in evaluating the
creditworthiness of an issue, whether rated or unrated, to take various
factors
into consideration, which may include, as applicable, the issuer's
financial
resources, its sensitivity to economic conditions and trends, the operating
history of and the community support for the facility financed by the
issue,
the ability of the issuer's management and regulatory matters.
In addition, the market value of securities in lower rated categories is
more
volatile than that of higher quality securities, and the markets in which
medium and lower rated or unrated securities are traded are more limited
than
those in which higher rated securities are traded. The existence of limited
markets may make it more difficult for the Portfolios to obtain accurate
market
quotations for purposes of valuing their respective portfolios and
calculating
their respective net asset values. Moreover, the lack of a liquid trading
market may restrict the availability of securities for the Portfolios to
purchase and may also have the effect of limiting the ability of a
Portfolio to
sell securities at their fair value either to meet redemption requests or
to
respond to changes in the economy or the financial markets.
Lower rated debt obligations also present risks based on payment
expectations. If an issuer calls the obligation for redemption, a Portfolio
may
have to replace the security with a lower yielding security, resulting in a
decreased return for investors. Also, as the principal value of bonds moves
inversely with movements in interest rates, in the event of rising interest
rates the value of the securities held by a Portfolio may decline
proportionately more than a portfolio consisting of higher rated
securities. If
a Portfolio experiences unexpected net redemptions, it may be forced to
sell
its higher rated bonds, resulting in a decline in the overall credit
quality of
the securities held by the Portfolio and increasing the exposure of the
Portfolio to the risks of lower rated securities. Investments in zero
coupon
bonds may be more speculative and subject to greater fluctuations in value
due
to changes in interest rates than bonds that pay interest currently.
Subsequent to its purchase by a Portfolio, an issue of securities may
cease
to be rated or its rating may be reduced below the minimum required for
purchase by the Portfolio. Neither event will require sale of these
securities
by the Portfolio, but the Advisor will consider this event in its
determination
of whether the Portfolio should continue to hold the securities.
26
NON-PUBLICLY TRADED SECURITIES. Each Portfolio may invest in non-publicly
traded securities, which may be less liquid than publicly traded
securities.
Although these securities may be resold in privately negotiated
transactions,
the prices realized from these sales could be less than those originally
paid
by the Portfolios. In addition, companies whose securities are not publicly
traded are not subject to the disclosure and other investor protection
requirements that may be applicable if their securities were publicly
traded.
SUPRANATIONAL ENTITIES. International Fixed Income Investments, subject
to
applicable diversification requirements of the Code, may invest up to 25%
of
its total assets in debt securities issued by supranational organizations
such
as the International Bank for Reconstruction and Development (commonly
referred
to as the World Bank), which was chartered to finance development projects
in
developing member countries; the European Community, which is a twelve-
nation
organization engaged in cooperative economic activities; the European Coal
and
Steel Community, which is an economic union of various European nations'
steel
and coal industries; and the Asian Development Bank, which is an
international
development bank established to lend funds, promote investment and provide
technical assistance to member nations in the Asian and Pacific regions. As
supranational entities do not possess taxing authority, they are dependent
upon
their members' continued support in order to meet interest and principal
payments.
FOREIGN SECURITIES. Investing in securities issued by foreign companies
and
governments involves considerations and potential risks not typically
associated with investing in obligations issued by the U.S. government and
domestic corporations. Substantially less information may be available
about
foreign companies, particularly emerging market country companies, than
about
domestic companies and, even when public information about such companies
is
available, it may be less reliable than information concerning U.S.
companies.
Foreign companies generally are not subject to uniform accounting, auditing
and
financial reporting standards and such standards may differ, in some cases
significantly, from standards in other countries, including the United
States.
The values of foreign investments are affected by changes in currency rates
or
exchange control regulations, restrictions or prohibitions on the
repatriation
of foreign currencies, application of foreign tax laws, including
withholding
taxes, changes in governmental administration or economic or monetary
policy
(in the United States or abroad) or changed circumstances in dealings
between
nations. Costs are also incurred in connection with conversions between
various
currencies. In addition, foreign brokerage commissions and custody fees are
generally higher than those charged in the United States, and foreign
securities markets may be less liquid, more volatile and less subject to
governmental supervision than in the United States. Investments in foreign
countries could be affected by other factors not present in the United
States,
including expropriation, confiscatory taxation, lack of uniform accounting
and
auditing standards and potential difficulties in enforcing contractual
obligations and could be subject to extended clearance and settlement
periods.
INVESTING IN EMERGING MARKETS COUNTRIES. Investing in securities of
issuers
in emerging markets countries involves exposure to economic structures that
are
generally less diverse and mature than, and to political systems that can
be
expected to have less stability than, those of developed countries. Other
characteristics of emerging markets countries that may affect investment in
their markets include certain national policies that may restrict
investment by
foreigners and the absence of developed legal structures governing private
and
foreign investments and private property. The typically small size of the
markets for securities issued by issuers located in emerging markets
countries
and the possibility of a low or nonexistent volume of trading in those
securities may also result in a lack of liquidity and in price volatility
of
those securities.
Included among the emerging markets in which Emerging Markets Equity
Investments may invest are the formerly communist countries of Eastern
Europe
and the People's Republic of China (collectively, "Communist Countries").
Upon
the accession to power of Communist regimes approximately 40 to 70 years
ago,
the governments of a number of Communist 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 the Portfolio's
investments in Communist Countries, if any, would not also be expropriated,
nationalized or otherwise confiscated, in which case the Portfolio could
lose
its entire investment in the
27
Communist Country involved. In addition, any change in the leadership or
policies of Communist Countries may halt the expansion of or reverse the
liberalization of foreign investment policies now occurring.
CURRENCY EXCHANGE RATES. A Portfolio's share value may change
significantly
when the currencies, other than the U.S. dollar, in which the Portfolio's
investments are denominated strengthen or weaken against the U.S. dollar.
Currency exchange rates generally are determined by the forces of supply
and
demand in the foreign exchange markets and the relative merits of
investments
in different countries as seen from an international perspective. Currency
exchange rates can also be affected unpredictably by intervention by U.S.
or
foreign governments or central banks or by currency controls or political
developments in the United States or abroad.
FORWARD CURRENCY CONTRACTS. Each Portfolio that may invest in foreign
currency-denominated securities may hold currencies to meet settlement
requirements for foreign securities and may engage in currency exchange
transactions in order to protect against uncertainty in the level of future
exchange rates between a particular foreign currency and the U.S. dollar or
between foreign currencies in which the Portfolio's securities are or may
be
denominated. Forward currency contracts are agreements to exchange one
currency
for another--for example, to exchange a certain amount of U.S. dollars for
a
certain amount of French francs at a future date. The date (which may be
any
agreed-upon fixed number of days in the future), the amount of currency to
be
exchanged and the price at which the exchange will take place will be
negotiated with a currency trader and fixed for the term of the contract at
the
time that the Portfolio enters into the contract. To assure that a
Portfolio's
forward currency contracts are not used to achieve investment leverage, the
Portfolio will segregate cash or high grade securities with its custodian
in an
amount at all times equal to or exceeding the Portfolio's commitment with
respect to these contracts.
In hedging specific portfolio positions, a Portfolio may enter into a
forward
contract with respect to either the currency in which the positions are
denominated or another currency deemed appropriate by the Portfolio's
Advisor.
The amount the Portfolio may invest in forward currency contracts is
limited to
the amount of the Portfolio's aggregate investments in foreign currencies.
Risks associated with entering into forward currency contracts include the
possibility that the market for forward currency contracts may be limited
with
respect to certain currencies and, upon a contract's maturity, the
inability of
a Portfolio to negotiate with the dealer to enter into an offsetting
transaction. Forward currency contracts may be closed out only by the
parties
entering into an offsetting contract. In addition, the correlation between
movements in the prices of those contracts and movements in the price of
the
currency hedged or used for cover will not be perfect. There is no
assurance
that an active forward currency contract market will always exist. These
factors will restrict a Portfolio's ability to hedge against the risk of
devaluation of currencies in which a Portfolio holds a substantial quantity
of
securities and are unrelated to the qualitative rating that may be assigned
to
any particular security. See the Statement of Additional Information for
further information concerning forward currency contracts.
FUTURES CONTRACTS AND RELATED OPTIONS. Each Portfolio other than
Government
Money Investments, Balanced Investments and Municipal Bond Investments may
enter into futures contracts and purchase and write (sell) options on these
contracts, including but not limited to interest rate, securities index and
foreign currency futures contracts and put and call options on these
futures
contracts. These contracts will be entered into only upon the concurrence
of
the Manager that such contracts are necessary or appropriate in the
management
of the Portfolio's assets. These contracts will be entered into on
exchanges
designated by the Commodity Futures Trading Commission ("CFTC") or,
consistent
with CFTC regulations, on foreign exchanges. These transactions may be
entered
into for bona fide hedging and other permissible risk management purposes
including protecting against anticipated changes in the value of securities
a
Portfolio intends to purchase.
A Portfolio will not enter into futures contracts and related options for
which the aggregate initial margin and premiums exceed 5% of the fair
market
value of the Portfolio's assets after taking into account unrealized
profits
and unrealized losses on any contracts it has entered into. All futures and
options on futures
28
positions will be covered by owning the underlying security or segregation
of
assets. With respect to long positions in a futures contract or option
(e.g.,
futures contracts to purchase the underlying instrument and call options
purchased or put options written on these futures contracts or
instruments),
the underlying value of the futures contract at all times will not exceed
the
sum of cash, short-term U.S. debt obligations or other high quality
obligations
set aside for this purpose.
A Portfolio may lose the expected benefit of these futures or options
transactions and may incur losses if the prices of the underlying
commodities
move in an unanticipated manner. In addition, changes in the value of the
Portfolio's futures and options positions may not prove to be perfectly or
even
highly correlated with changes in the value of its portfolio securities.
Successful use of futures and related options is subject to an Advisor's
ability to predict correctly movements in the direction of the securities
markets generally, which ability may require different skills and
techniques
than predicting changes in the prices of individual securities. Moreover,
futures and options contracts may only be closed out by entering into
offsetting transactions on the exchange where the position was entered into
(or
a linked exchange), and as a result of daily price fluctuation limits there
can
be no assurance that an offsetting transaction could be entered into at an
advantageous price at any particular time. Consequently, a Portfolio may
realize a loss on a futures contract or option that is not offset by an
increase in the value of its portfolio securities that are being hedged or
a
Portfolio may not be able to close a futures or options position without
incurring a loss in the event of adverse price movements.
CERTAIN INVESTMENT POLICIES
The Trust on behalf of each Portfolio has adopted certain investment
restrictions that are enumerated in detail in the Statement of Additional
Information. Among other restrictions, each Portfolio except International
Fixed Income Investments may not, with respect to 75% of its total assets
taken
at market value, invest more than 5% of its total assets in the securities
of
any one issuer, except U.S. Government Securities, or acquire more than 10%
of
any class of the outstanding voting securities of any one issuer. In
addition,
except as described above with respect to Municipal Bond Investments, each
Portfolio may not invest more than 25% of its total assets in securities of
issuers in any one industry. The Trust on behalf of a Portfolio may borrow
money as a temporary measure from banks in an aggregate amount not
exceeding
one-third of the value of the Portfolio's total assets to meet redemptions
and
for other temporary or emergency purposes not involving leveraging. Forward
roll transactions, which may be entered into by Mortgage Backed
Investments,
will be aggregated with bank borrowings for purposes of this calculation. A
Portfolio (other than Mortgage Backed Investments to the extent that
forward
roll transactions are deemed to be borrowings) may not purchase securities
while borrowings exceed 5% of the value of the Portfolio's assets. A
Portfolio
will not invest more than 10% of the value of its net assets in securities
that
are illiquid, including certain government stripped mortgage related
securities, repurchase agreements maturing in more than seven days that
cannot
be liquidated prior to maturity and securities that are illiquid by virtue
of
the absence of a readily available market. Securities that have legal or
contractual restrictions on resale but have a readily available market are
deemed not illiquid for this purpose.
The investment restrictions listed above as well as the Portfolios'
investment objectives are fundamental policies and accordingly may not be
changed with respect to any Portfolio without the approval of a majority of
the
outstanding shares of that Portfolio, as defined in the 1940 Act. Unless
otherwise specifically stated, however, the investment policies and
practices
of each Portfolio are not fundamental and may be changed by the Board of
Trustees.
PORTFOLIO TURNOVER
Generally, a Portfolio, other than Small Capitalization Growth
Investments
and International Equity Investments, will not trade in securities for
short-
term profits but, when circumstances warrant, securities may be sold
without
regard to the length of time held. The Portfolios specified in the previous
sentence may engage in active short-term trading to benefit from yield
disparities among different issues of securities, to
29
seek short-term profits during periods of fluctuating interest rates or for
other reasons. Active trading will increase a Portfolio's rate of turnover,
certain transaction expenses and the incidence of short-term capital gain
taxable as ordinary income. An annual turnover rate of 100% would occur
when
all the securities held by the Portfolio are replaced one time during a
period
of one year.
Increased portfolio turnover may result in greater brokerage commissions
paid and in realization of net short-term capital gains which, when
distributed, are taxed to shareholders (other than retirement plans) at
ordinary income tax rates.
MANAGEMENT OF THE TRUST
BOARD OF TRUSTEES
Overall responsibility for management and supervision of the Trust and
the
Portfolios rests with the Trust's Board of Trustees. The Trustees approve
all
significant agreements between the Trust and the persons and companies that
furnish services to the Trust and the Portfolios, including agreements with
the Trust's distributor, custodian, transfer agent, the Manager, Advisors
and
administrator. One of the Trustees and four of the Trust's executive
officers
are affiliated with Smith Barney and/or its affiliates. The Statement of
Additional Information contains background information regarding each
Trustee
and executive officer of the Trust as well as the Portfolios' investment
officers.
INVESTMENT MANAGER
The Consulting Group, located at 222 Delaware Avenue, Wilmington,
Delaware
19801, serves as the Trust's Manager. The Consulting Group is a division of
SBMFM, a registered investment advisor whose principal executive offices
are
located at 388 Greenwich Street, New York, New York 10013. SBMFM is a
wholly
owned subsidiary of Smith Barney Holdings Inc. ("Holdings"), which is in
turn
a wholly owned subsidiary of The Travelers Inc. ("Travelers").
The Trust has entered into an investment management agreement (the
"Management Agreement") with the Manager which, in turn, has entered into
an
advisory agreement ("Advisory Agreement") with each Advisor selected for
the
Portfolios. It is the Manager's responsibility to select, subject to the
review and approval of the Board of Trustees, the Advisors who have
distinguished themselves by able performance in their respective areas of
expertise in asset management and to review their continued performance.
Although the Manager does not serve as investment manager for any other
registered investment company, the Manager and its related office, the
Consulting Services Division of Smith Barney, have over 20 years of
experience
in evaluating investment advisers for individuals and institutional
investors.
As of January 31, 1995, the Manager rendered advisory services with respect
to
assets with a value in excess of $67 billion.
Subject to the supervision and direction of the Trust's Board of
Trustees,
the Manager provides to the Trust investment management evaluation services
principally by performing initial due diligence on prospective Advisors for
each Portfolio and thereafter monitoring Advisor performance through
quantitative and qualitative analysis as well as periodic in-person,
telephonic and written consultations with Advisors. In evaluating
prospective
Advisors, the Manager considers, among other factors, each Advisor's level
of
expertise; relative performance and consistency of performance over a
minimum
period of five years; level of adherence to investment discipline or
philosophy; personnel, facilities and financial strength; and quality of
service and client communications. The Manager has responsibility for
communicating performance expectations and evaluations to Advisors and
ultimately recommending to the Board of Trustees of the Trust whether
Advisors' contracts should be renewed, modified or terminated. The Manager
provides written reports to the Board of Trustees regarding the results of
its
evaluation and monitoring functions. The Manager is also responsible for
conducting all operations of the Trust except those operations contracted
to
the Advisors, custodian, transfer agent or administrator. Each Portfolio
pays
the Manager a fee for its services that is computed daily and paid monthly
at
the annual rate specified below of the value of the average net
30
assets of the Portfolio, and the Manager in turn pays each Advisor a fee
for
its services provided to the Portfolio that is computed daily and paid
monthly
at the annual rate specified below of the value of the Portfolio's average
daily net assets:
<TABLE>
<CAPTION>
TOTAL
MANAGER'S FEE ADVISOR'S
FEES
(PAID BY THE (PAID BY
THE
PORTFOLIO PORTFOLIOS)
MANAGER)
--------- ------------- ---------
-----
<S> <C> <C>
Government Money Investments.................... 0.15% 0.15%
Intermediate Fixed Income Investments........... 0.40% 0.20%
Long-Term Bond Investments...................... 0.40% 0.20%
Municipal Bond Investments...................... 0.40% 0.20%
Mortgage Backed Investments..................... 0.50% 0.25%
Balanced Investments............................ 0.60% 0.30%
Large Capitalization Value Equity Investments... * *
Large Capitalization Growth Investments......... ** **
Small Capitalization Value Equity Investments... *** ***
Small Capitalization Growth Investments......... **** ****
International Equity Investments................ ***** *****
International Fixed Income Investments.......... 0.50% 0.25%
Emerging Markets Equity Investments............. 0.90% 0.60%
</TABLE>
--------
* With respect to the portion of the assets of Large Capitalization
Value
Investments allocated to Newbold's Asset Management ("NAM"), that
Portfolio pays fees to the Manager at the annual rate of 0.60% of
the
average daily value of such assets. The Manager, in turn, pays fees
to
NAM at the annual rate of 0.30% of such assets. With respect to that
portion of Large Capitalization Value Equity Investments allocated
by
the Manager to Parametric Portfolio Associates. ("PPA"), the Manager
has
agreed to waive a portion of the fees it otherwise would receive so
that
such Portfolio will pay fees to the Manager at the annual rate of
0.50%
of the first $300 million of its average daily net assets allocated
to
PPA and 0.45% of the average daily net assets allocated to PPA
thereafter. The Manager in turn pays PPA a fee at the annual rate of
0.20% of the first $300 million of the Portfolio's average daily net
assets allocated to PPA and 0.15% of the average daily net assets
allocated to PPA thereafter.
** With respect to the portion of the assets of Large Capitalization
Growth
Investments allocated to Provident Investment Counsel ("PIC"), that
Portfolio pays fees to the Manager at the annual rate of 0.60% of
the
average daily value of such assets. The Manager, in turn, pays fees
to
PIC at the annual rate of 0.30% of such assets. With respect to that
portion of Large Capitalization Growth Investments allocated by the
Manager to Boston Structured Advisors ("BSA"), the Manager has
agreed to
waive a portion of the fees it otherwise would receive so that such
Portfolio will pay fees to the Manager at the annual rate of 0.50%
of
the first $300 million of its average daily net assets allocated to
BSA
and 0.45% of the average daily net assets allocated to BSA
thereafter.
The Manager in turn pays BSA a fee at the annual rate of 0.20% of
the
first $300 million of the Portfolio's average daily net assets
allocated
to BSA and 0.15% of the average daily net assets allocated to BSA
thereafter.
*** With respect to the portion of the assets of Small Capitalization
Value
Equity Investments allocated to NFJ Investment Group ("NFJ"), that
Portfolio pays fees to the Manager at the annual rate of 0.60% of
the
average daily value of such assets. The Manager, in turn, pays fees
to
NFJ at the annual rate of 0.30% of such assets. With respect to that
portion of Small Capitalization Value Equity Investments allocated
by
the Manager to Wells Fargo Nikko Investment Advisors ("WFNIA"), the
Manager has agreed to waive a portion of the fees it otherwise would
receive so that such Portfolio will pay fees to the Manager at the
annual rate of 0.45% of the first $200 million of its average daily
net
assets allocated to WFNIA, 0.40% of the next $100 million of its
average
daily net assets allocated to WFNIA and 0.35% of the average daily
net
assets allocated to WFNIA thereafter. The Manager in turn pays WFNIA
a
fee at the annual rate of 0.15% of the first $200 million of the
Portfolio's average daily net assets allocated to WFNIA, 0.10% of
the
next $100 million of the Portfolio's average daily net assets
allocated
to WFNIA and 0.05% of the average daily net assets allocated to
WFNIA
thereafter.
**** With respect to the portion of the assets of Small Capitalization
Growth
Investments allocated to Pilgrim Baxter & Associates, Ltd. ("PBA"),
that
Portfolio pays fees to the Manager at the annual rate of 0.60% of
the
average daily value of such assets. The Manager, in turn, pays fees
to
PBA at the annual rate of 0.30% of such assets. With respect to that
portion of Small Capitalization Growth Investments allocated by the
Manager to Mellon Capital Management Corporation ("MCM"), the
Manager
has agreed to
31
waive a portion of the fees it otherwise would receive so that such
Portfolio will pay fees to the Manager at the annual rate of 0.45% of
the
first $200 million of its average daily net assets allocated to MCM,
0.40%
of the next $100 million of its average daily net assets allocated to
MCM
and 0.35% of the average daily net assets allocated to MCM
thereafter. The
Manager in turn pays MCM a fee at the annual rate of 0.15% of the
first
$200 million of the Portfolio's average daily net assets allocated to
MCM,
0.10% of the next $100 million of the Portfolio's average daily net
assets
allocated to MCM and 0.05% of the average daily net assets allocated
to
MCM thereafter.
***** With respect to the portion of the assets of International Equity
Investments allocated to Oechsle International Advisors, L.P.
("OIA"),
that Portfolio pays fees to the Manager at the annual rate of 0.70%
of
the average daily value of such assets. The Manager, in turn, pays
fees
to OIA at the annual rate of 0.40% of such assets. With respect to
that
portion of International Equity Investments allocated by the Manager
to
State Street Global Advisors ("SSGA"), the Manager has agreed to
waive a
portion of the fees it otherwise would receive so that such Portfolio
will pay fees to the Manager at the annual rate of 0.37%. The Manager
in
turn pays SSGA a fee at the annual rate of 0.07% of the Portfolio's
average daily net assets allocated to SSGA.
Investors should be aware that the Manager may be subject to a conflict
of
interest when making decisions regarding the retention and compensation of
particular Advisors. However, the Manager's decisions, including the
identity
of an Advisor and the specific amount of the Manager's compensation to be
paid
to the Advisor, are subject to review and approval by a majority of the
Board
of Trustees and separately by a majority of the Trustees who are not
affiliated with the Manager or any of its affiliates.
The Trust has applied for an exemption (the "Exemption") from certain
provisions of the 1940 Act which would otherwise require the Manager to
obtain
formal shareholder approval prior to engaging and entering into investment
advisory agreements with Advisors. The requested relief would be based on
the
conditions set forth in the Exemption that, among other things: (1) the
Manager will select, monitor, evaluate and allocate assets to, the Advisors
and ensure that the Advisors comply with the relevant Portfolio's
investment
objective, policies and restrictions; (2) before a Portfolio may rely on
the
Exemption, the
Exemption must be approved by the shareholders of the Portfolios operating
under the Exemption; (3) shares of the Portfolios relying on the Exemption
will not be subject to any sales loads or redemption fees or other charges
for
redeeming shares; (4) the Trust will provide to shareholders certain
information about a new Advisor and its investment advisory contract within
90
days of the engagement of a new Advisor; (5) the Trust will disclose in
this
Prospectus the terms of the Exemption; and (6) the Trustees, including a
majority of the "non-interested" Trustees, must approve each investment
advisory contract in the manner required under the 1940 Act. Any changes to
the Investment Management Agreement between the Trust and the Consulting
Group
would still require shareholder approval. As required by the Exemption, the
shareholders of each Portfolio (other than Emerging Markets Equity
Investments) determined, at a shareholders' meeting held on March 3, 1994,
to
permit the Trust to replace or add Advisors and to enter into investment
advisory agreements with Advisors upon approval of the Board of Trustees
but
without formal shareholder approval. The sole shareholder of Emerging
Markets
Equity Investments made the same determination with respect to such
Portfolio
by written consent dated March 18, 1994.
ADVISORS
The Advisors have agreed to the foregoing fees, which are generally lower
than the fees they charge to institutional accounts for which they serve as
investment advisor, and perform all administrative functions associated
with
serving in that capacity in recognition of the reduced administrative
responsibilities they have undertaken with respect to the Portfolios. By
virtue of the management, supervisory and administrative functions
performed
by the Manager and SBMFM, and the fact that Advisors are not required to
make
decisions regarding the allocation of assets among the major sectors of the
securities markets, the Advisors serve in a sub-advisory capacity to the
Portfolios. Subject to the supervision and direction of the Manager and,
ultimately, the Board of Trustees, each Advisor's responsibilities are
limited
to managing the securities held by the Portfolio it serves in accordance
with
the Portfolio's stated investment objective and policies, making investment
decisions for the Portfolio and placing orders to purchase and sell
securities
on behalf of the Portfolio.
32
The following sets forth certain information about each of the Advisors:
Standish, Ayer & Wood, Inc. ("SAW") serves as Advisor to Intermediate
Fixed
Income Investments and Government Money Investments. SAW is owned by 21
individuals, each of whom is an active employee of SAW. No individual owns
more
than 20% of the voting securities of SAW. SAW is registered as a commodity
trading adviser with the National Futures Association. SAW has been
registered
as an investment advisor under the Investment Advisers Act of 1940, as
amended
(the "Advisers Act"), since 1940. SAW provides investment advisory services
to
individual and institutional clients. As of December 31, 1994, SAW had
assets
under management of approximately $24.3 billion. SAW's principal executive
offices are located at One Financial Center, Boston, Massachusetts 02111.
Richard Doll has been a Vice President since joining the firm in November
1984
and a Director of SAW since January 1, 1987 and has been responsible for
the
day-to-day management of Intermediate Fixed Income Investments since its
inception. Prior to that time, he served as Vice President of Bank of New
England. Jennifer Pline has been a Vice President of SAW since January 4,
1990
and has been responsible for the day-to-day management of Government Money
Investments since its inception. She completed her MBA at Boston College in
1987 and then joined SAW.
Wolf, Webb, Burk & Campbell, Inc. ("WWBC") serves as Advisor to Long-Term
Bond Investments. WWBC is controlled by four individuals, each owning 25%
of
the shares of capital stock of WWBC. WWBC has been a registered investment
advisor under the Advisers Act since 1980 and provides investment advisory
services to individual and institutional clients. As of December 31, 1994,
WWBC
had assets under management of approximately $945 million. WWBC's principal
executive offices are located at 1525 Locust Street, 11th Floor,
Philadelphia,
Pennsylvania 19102. Raymond Munsch, a Vice President of WWBC since 1989,
and
Richard Lunsford, a Vice President of WWBC since 1988, have been
responsible
for the day-to-day management of Long-Term Bond Investments since its
inception.
Smith Affiliated Capital Corp. ("SACC") serves as Advisor to Municipal
Bond
Investments. Of the outstanding voting securities of SACC, 80% is owned by
Robert G. Smith, an officer and director of SACC. SACC has been a
registered
investment advisor under the Advisers Act since April 1982. In addition to
serving as investment advisor to individuals and institutions, SACC is a
general partner of, and investment advisor to, a limited partnership
primarily
invested in municipal bonds. As of December 31, 1994, SACC had assets under
management of approximately $1.03 billion. SACC's principal executive
offices
are located at 880 Third Avenue, New York, New York 10022. John Pandolfino
has
been a Portfolio Manager of SACC since 1989 and has been responsible for
the
day-to-day management of Municipal Bond Investments since its inception.
Atlantic Portfolio Analytics & Management, Inc. ("APAM") serves as
Advisor to
Mortgage Backed Investments. Registered as an investment advisor under the
Advisers Act since 1984, APAM is controlled by J. Anthony Huggins and Jon
M.
Knight, each an officer of APAM. APAM serves as an investment advisor to
institutions. As of December 31, 1994, APAM had assets under management of
approximately $4.8 billion. APAM's principal executive offices are located
at
201 East Pine Street, Suite 600, Orlando, Florida 32801. Trent S. Williams
has
been responsible for the day-to-day management of Mortgage Backed
Investments
since January 15, 1994 and has been a Portfolio Manager of APAM since
January
1993. He served as a Portfolio Analyst of APAM between 1991 and 1993 and a
Security Data Specialist of APAM between 1989 and 1991.
Palley-Needelman Asset Management, Inc. ("PNAM") serves as Advisor to
Balanced Investments. The outstanding shares of capital stock of PNAM are
owned
by Roger B. Palley and Chet J. Needelman. PNAM, the predecessor of which
has
been registered as an investment advisor under the Advisers Act since 1974,
provides investment advisory services to individuals and institutions,
including retirement plans, foundations and endowments. As of December 31,
1994, PNAM had assets under management of approximately $2.6 billion.
PNAM's
principal executive offices are located at 800 Newport Center Drive, Suite
450,
Newport Beach, California 92660. Roger Palley has been the President of
PNAM
since 1985 and has been responsible for the day-to-day management of
Balanced
Investments since its commencement of operations on February 16, 1993.
33
NAM serves as an Advisor to Large Capitalization Value Equity
Investments.
Registered as an investment advisor under the Advisers Act since 1943, NAM
is a
wholly owned subsidiary of United Asset Management Corporation, a
professional
services holding company listed on the NYSE. NAM provides investment
advisory
services to individual and institutional clients. As of January 31, 1995,
NAM
had assets under management of approximately $6.8 billion, and United Asset
Management Corporation, its parent corporation, had assets under management
of
approximately $119 billion. NAM's principal executive offices are located
at
937 Haverford Road, Bryn Mawr, Pennsylvania 19010. Denise B. Taylor has
been a
Senior Vice President of NAM since January, 1991 and has been responsible
for
the day-to-day management of Large Capitalization Value Equity Investments
since its inception. Prior to that time, she served as a Portfolio Manager
of
NAM with analytical responsibilities.
PPA also serves as an Advisor to Large Capitalization Value Equity
Investments. PPA is an investment management firm organized as a general
partnership. PPA is the successor to Parametric Portfolio Associates, Inc.,
formerly a wholly owned subsidiary of Pacific Financial Asset Management
Corporation ("PFAMCo"), which became a subsidiary partnership of PIMCO
Advisors
L.P. as a part of the consolidation of the investment advisory and other
businesses of PFAMCo and certain of its subsidiaries with Thomson Advisory
Group L.P. ("Consolidation"). The Consolidation closed on November 15,
1994.
PPA has two partners, PIMCO Advisors as the supervisory partner, and
Parametric
Management, Inc. as the managing partner. Parametric Portfolio Associates,
Inc., the predecessor to Parametric, commenced operations in 1987. PPA is a
registered investment adviser and as of December 31, 1994 had assets under
management of $1.53 billion. PPA's principal executive offices are located
at
7310 Columbia Center, 701 Fifth Avenue, Seattle, Washington 98104. Devin
Wate
is primarily responsible for the day-to-day management of those assets of
the
Portfolio allocated to PPA for management. Mr. Wate has been a Portfolio
Manager with PPA or its predecessor since 1987.
PIC serves as Advisor to Large Capitalization Growth Investments.
Registered
as an investment advisor under the Advisers Act since 1951, PIC is a wholly
owned subsidiary of United Asset Management Corporation, a professional
services holding company listed on the NYSE. PIC provides investment
advisory
services to individual and institutional clients. As of December 31, 1994,
PIC
had assets under management of approximately $14.2 billion, and United
Asset
Management Corporation, its parent corporation, had assets under management
of
approximately $104 billion. PIC's principal executive offices are located
at
300 North Lake Avenue, Pasadena, California 91101. Thomas J. Condon is a
managing director of PIC and has been with PIC for thirteen years. Paula B.
Blacher, CFA, has been a Vice President of PIC, and has been responsible
for
the day-to-day management of Large Capitalization Growth Investments, since
November 1991. Prior to that time, she served as a Portfolio Manager of
PIC.
BSA also serves as an Advisor to Large Capitalization Growth Investments.
BSA
is a division of PanAgora Asset Management, Inc. ("PanAgora Boston"), which
was
formed on September 22, 1989 as a wholly owned subsidiary of The Boston
Company
Inc. PanAgora Boston is owned 50% by Nippon Life Insurance Company and 50%
by
Lehman Brothers Holdings, Inc. As of December 31, 1994, PanAgora Boston had
$11.6 billion in assets under management. The principal offices of both BSA
and
PanAgora Boston are located at 260 Franklin Street, Boston, Massachusetts
02110. Paul Samuelson is primarily responsible for the day-to-day
management of
those assets of the Portfolio allocated to BSA for management. Mr.
Samuelson
has been Director of Fixed Income and Equity at PanAgora Boston since
September, 1993. Prior to that time, he was a partner at the investment
management firm of Hagler, Mastrovita and Hewitt.
NFJ Investment Group ("NFJ") serves as an Adviser to Small Capitalization
Value Equity Investments. NFJ is an investment management firm organized as
a
general partnership. NFJ is the successor to NFJ Investment Group, Inc.,
formerly a wholly owned subsidiary of PFAMCo, which became a subsidiary
partnership of PIMCO Advisors as a part of the Consolidation described
above.
NFJ has two partners, PIMCO Advisors as the supervisory partner, and NFJ
Management, Inc. as the managing partner. NFJ Investment Group, Inc., the
predecessor to NFJ, commenced operations in 1989. NFJ is registered with
the
SEC as an investment advisor and, as of December 31, 1994, it had assets
under
management of
34
approximately $1.1 billion. NFJ's principal executive offices are located
at
2121 San Jacinto Street, Suite 1440, Dallas, Texas 75201. Benno Fischer has
been a Managing Director and Portfolio Manager of NFJ or its predecessors
since
January, 1989 and has been responsible for the day-to-day management of
those
assets of the Portfolio allocated to NFJ or its predecessor for management
since August 1, 1993, the date on which NFJ's predecessor began serving as
an
Advisor to the Portfolio.
Wells Fargo Nikko Investment Advisors ("WFNIA") serves as an Advisor to
Small
Capitalization Value Equity Investments. WFNIA is a general partnership
owned
50% by Wells Fargo Investment Advisors, a wholly owned subsidiary of Wells
Fargo Bank, and 50% by The Nikko Building USA, Inc., a wholly owned
subsidiary
of The Nikko Securities Co., Ltd., a Japanese securities firm. WFNIA also
serves as the investment adviser or sub-investment adviser to several other
registered open-end management investment companies. As of December 31,
1994,
WFNIA was responsible for managing or providing investment advice for
assets of
approximately $160 billion. WFNIA's principal executive offices are located
at
45 Fremont Street, San Francisco, California 94105. WFNIA uses a team-
management approach to manage indexed portfolios. The investment group of
WFNIA
will be responsible for the day-to-day management of those assets of the
Portfolio allocated to WFNIA.
Pilgrim Baxter & Associates, Ltd. ("PBA") serves as an Advisor to Small
Capitalization Growth Investments. PBA is controlled by Gary L. Pilgrim and
Harold J. Baxter, each an officer of PBA. PBA has been a registered
investment
advisor under the Advisers Act since November 1982. PBA is the investment
advisor of various institutional clients. As of December 31, 1994, PBA had
assets under management of approximately $4.1 billion. PBA's principal
executive offices are located at 1255 Drummers Lane, Wayne, Pennsylvania
19087.
John S. Force has been a Portfolio Manager of PBA, and has been responsible
for
the day-to-day management of those assets of Small Capitalization Growth
Investments allocated to PBA, since January, 1993. Prior to January, 1993,
Mr.
Force served as Vice President and Portfolio Manager for a Chicago-based
investment advisory firm. On February 6, 1995, PBA announced that it had
agreed
to become an autonomous wholly-owned subsidiary of United Asset Management
Corporation, a financial services holding company. As a result, the
shareholders of the Portfolio must approve a new advisory agreement with
PBA
under its new ownership. No change in the advisory fees or portfolio
management
is expected to occur as a result of the acquisition. A proxy statement
describing these matters in greater detail is expected to be sent to
shareholders of Small Capitalization Growth Investments early in the second
quarter of 1995.
Mellon Capital Management Corporation ("MCM") also serves as an Advisor
to
Small Capitalization Growth Investments. MCM is a wholly owned subsidiary
of
MBC Investment Corporation, which itself is a subsidiary of Mellon. MCM is
a
professional counseling firm which manages well-diversified stock and bond
portfolios for institutional clients. As of December 31, 1994, MCM had
assets
under management of approximately $31.9 billion. MCM's principal executive
offices are located at 595 Market Street, Suite 3000, San Francisco,
California
94105. MCM will use a team-management approach to manage indexed
portfolios.
The investment group of MCM will be responsible for the day-to-day
management
of those assets of the Portfolio allocated to MCM.
Oechsle International Advisors, L.P. ("OIA") serves as an Advisor to
International Equity Investments. Oechsle Group, L.P. holds 100% of the
voting
securities of OIA. Oechsle Group, L.P. is a limited partnership whose
business
consists exclusively of global investment management services. The general
partners of Oechsle Group, L.P. are individuals who also serve as officers
of
OIA. OIA has been a registered investment advisor under the Advisers Act
since
1986. OIA provides investment advisory services to individual and
institutional
clients. As of December 31, 1994, OIA had assets under management of
approximately $6.5 billion. OIA's principal executive offices are located
at
One International Place, Boston, Massachusetts 02110. Walter Oechsle is the
General Managing Partner and a Portfolio Manager of OIA, and has been
responsible for the day-to-day management of those assets of International
Equity Investments allocated to OIA, since November, 1991. Mr. Oechsle has
been
General Managing Partner of OIA since its inception in 1986.
35
State Street Global Advisors ("SSGA") serves as an Advisor to
International
Equity Investments. SSGA is a division of State Street Bank and Trust
Company.
SSGA provides investment advisory services to a wide variety of
institutional
clients world-wide. As of January 31, 1995, SSGA had assets under
management of
approximately $140 billion. SSGA's principal executive offices are located
at
Two International Place, Boston, Massachusetts 02110. Peter G. Leahy and
Jeffrey P. Davis will be primarily responsible for the day-to-day
management of
SSGA's portion of International Equity Investments. Mr. Leahy has been with
SSGA since 1991 and Mr. Davis has been with SSGA since 1992. Prior to 1991,
Mr.
Leahy was a Portfolio Manager at Bankers Trust Investment Management. Prior
to
1992, Mr. Davis was a Senior Portfolio Manager at PanAgora Asset
Management.
Julius Baer Investment Management Inc. ("JBIM") serves as Advisor to
International Fixed Income Investments. JBIM is a majority owned subsidiary
of
Julius Baer Securities Inc., a registered broker-dealer and investment
advisor,
which in turn is a wholly owned subsidiary of Baer Holding Ltd. Julius Baer
Securities Inc. owns 95% of the outstanding stock of JBIM and 5% is owned
by an
employee of JBIM. JBIM has been registered as an investment advisor under
the
Advisers Act since April 1983. Directly and through Julius Baer Securities
Inc., JBIM provides investment management services to a wide variety of
individual and institutional clients, including registered investment
companies. As of December 31, 1994, JBIM had assets under management of
approximately $3.1 billion and Julius Baer Securities Inc. had assets under
management of approximately $100 million. JBIM's principal executive
offices
are located at 330 Madison Avenue, New York, New York 10017. Edward Dove, a
Senior Fixed-Income Portfolio Manager of JBIM, has been employed by JBIM
since
1992, and has been responsible for the day-to-day management of
International
Fixed Income Investments since that time. Prior to that time, he was
employed
as a fixed-income manager by Chemical Global Investors Limited in London.
John Govett & Co. Limited ("JGC") serves as Advisor for Emerging Markets
Equity Investments. JGC was organized in 1920's and is registered with the
SEC
as an investment advisor. JGC is a wholly owned subsidiary of Govett &
Company
Limited (formerly known as Berkeley Govett & Company Limited), a financial
services company whose shares are listed on the London Stock Exchange and
on
NASDAQ in the U.S. JGC's sole business is the provision of investment
advice
and services on behalf of institutions, private clients, investment trusts
and
open-ended funds. As of January 31, 1995, JGC had approximately $4.2
billion in
assets under management. Rachael Maunder is primarily responsible for the
day-
to-day management of the Portfolio's assets. Ms. Maunder has been a Manager
of
emerging markets funds of JGC since 1991. Prior to that time, she served as
Assistant Director of Invesco Mim Management in London.
ADMINISTRATOR
SBMFM serves as the Trust's administrator and generally oversees all
aspects
of the Trust's administration and operations. SBMFM provides investment
management and administration services to investment companies that had
aggregate assets under management as of December 31, 1994, in excess of
$50.4
billion. Each Portfolio pays SBMFM a fee for these services that is
computed
daily and paid monthly at the annual rate of 0.20% of the value of the
Portfolio's average daily net assets.
SUB-ADMINISTRATOR
Boston Advisors, located at One Boston Place, Boston, Massachusetts
02108,
serves as the Trust's sub-administrator. Boston Advisors is a wholly owned
subsidiary of The Boston Company, Inc., a financial services holding
company,
which is in turn an indirect wholly owned subsidiary of Mellon. Boston
Advisors
provides investment management, investment advisory and/or administrative
services to investment companies with total assets, as of December 31,
1994, in
excess of $69.2 billion.
Pursuant to the Sub-administration agreement, Boston Advisors calculates
the
net asset value of the Portfolios' shares and generally assists SBMFM with
all
aspects of the Trust's administration and operations. Boston Advisors is
paid a
portion of the administration fee paid by each Portfolio to SBMFM at a rate
agreed upon from time to time between Boston Advisors and SBMFM.
36
EXPENSES OF THE PORTFOLIOS
Each Portfolio bears its own expenses, which generally include all costs
not
specifically borne by the Manager, the Advisors, SBMFM and Boston Advisors.
Included among a Portfolio's expenses are: costs incurred in connection
with
the Portfolio's organization; investment management and administration
fees;
fees for necessary professional and brokerage services; fees for any
pricing
service; the costs of regulatory compliance; and costs associated with
maintaining the Trust's legal existence and shareholder relations. The
Trust's
agreements with the Manager provides that it will reduce its fees to a
Portfolio to the extent required by applicable state laws for certain
expenses
that are described in the Statement of Additional Information.
PORTFOLIO TRANSACTIONS
To the extent consistent with applicable provisions of the 1940 Act and
the
rules and exemptions adopted by the SEC under the 1940 Act, the Board of
Trustees of the Trust has determined that transactions for a Portfolio may
be
executed through Smith Barney and other affiliated broker-dealers if, in
the
judgment of the Advisor, the use of an affiliated broker-dealer is likely
to
result in price and execution at least as favorable as those of other
qualified
broker-dealers.
PURCHASE OF SHARES
GENERAL
Purchases of shares of a Portfolio by a TRAK participant must be made
through
a brokerage account maintained with Smith Barney. Payment for Portfolio
shares
must be made by check directly to Smith Barney or to a broker that clears
securities transactions through Smith Barney (an "Introducing Broker"). No
brokerage account or inactivity fee is charged in connection with a
brokerage
account through which an investor purchases shares of a Portfolio.
Shares of the Portfolios are available exclusively to participants in
TRAK
and to or for the benefit of participants in different investment advisory
services offered by qualified investment advisors. TRAK and different
investment advisory services and the Trust are designed to relieve
investors of
the burden of devising an asset allocation strategy to meet their
individual
needs as well as selecting individual investments within each asset
category
among the myriad choices available.
TRAK. The Consulting Group, in its capacity as investment advisor to
participants in TRAK, provides advisory services in connection with
investments
among the Portfolios by identifying the investor's risk tolerances and
investment objectives through evaluation of a Request, an investor
questionnaire; identifying and recommending in writing an appropriate
allocation of assets among the Portfolios that conform to those tolerances
and
objectives in a Recommendation; and providing on a periodic basis, at least
quarterly, a Review, which is a monitoring report to the investor
containing an
analysis and evaluation of the investor's TRAK account and recommending any
appropriate changes in the allocation of assets among the Portfolios. The
Consulting Group will not, however, have any investment discretion over the
investor's TRAK account, all investment decisions ultimately resting with
the
investor.
Under TRAK, Financial Consultants provide services to the investor by
assisting the investor in identifying his or her financial characteristics
and
completing the Consulting Group's investor questionnaire. Financial
Consultants
are also responsible for reviewing the Consulting Group's Recommendation
and
Reviews with the investor, providing any interpretations of his or her own,
monitoring identified changes in the investor's financial characteristics
and
communicating these to the Consulting Group for reevaluation and
implementing
investment decisions.
37
The Consulting Group is paid a quarterly fee at the maximum annual rate
of
1.50% of assets held in a TRAK account for the services comprising TRAK
directly by each advisory client participating in TRAK, either by
redemption of
Portfolio shares or by separate payment. This fee may be reduced or waived
at
various levels of assets, for participation by employees of Travelers and
its
subsidiaries and for participation by certain individual retirement
accounts,
retirement plans for self-employed individuals and employee benefit plans
subject to the Employee Retirement Income Security Act of 1974, as amended
(collectively "Plans"). When the client is a Plan, the Consulting Group may
provide different services than those described above for different fees.
Fees
may be subject to negotiation and fees may differ based upon a number of
factors, including, but not limited to, the type of account, the size of
the
account, the amount of TRAK assets and the number and range of supplemental
advisory services to be provided by Financial Consultants. Financial
Consultants receive a portion of any TRAK fee paid in consideration of
providing services to clients participating in TRAK.
Investors should be aware that the Consulting Group serves as investment
advisor to each participant in TRAK, for which it receives a fee from the
participant that does not vary based on the Portfolios recommended for the
participant's investments. At the same time, the Consulting Group serves as
the
Trust's Manager with responsibility for identifying, retaining, supervising
and
compensating each Portfolio's Advisor and receives a fee from each
Portfolio,
the portion of which that is retained by the Manager varies based on the
Portfolio involved. Consequently, the Consulting Group, when making asset
allocation recommendations for TRAK participants, may be presented with a
conflict of interest as to the specific Portfolios recommended for
investment.
The Consulting Group, however, is subject to and intends to comply fully
with
standards of fiduciary duty that require that it act solely in the best
interest of the participant when making investment recommendations.
Other Advisory Programs. Shares of the Portfolios are also available for
purchase by or for the benefit of clients of certain investment advisors as
a
means of implementing asset allocation recommendations based on an
investor's
investment objectives and risk tolerances. In order to qualify to purchase
shares on behalf of its clients, the investment advisor must be approved by
the
Consulting Group. Investors purchasing shares through investment advisory
programs other than TRAK will bear different fees for different levels of
services as agreed upon with the investment advisors offering the programs.
Investment advisors interested in utilizing the Portfolios for the purposes
described above should call (302) 888-4104.
Payment for shares of the Trust is due at Smith Barney or at an
Introducing
Broker no later than the fifth business day after the order is placed (the
"Settlement Date"). The Trust anticipates that, in accordance with
regulatory
changes, beginning on or about July 1, 1995, the Settlement Date will be
the
third business day after the trade date. No order of a participant in TRAK
may
be placed until the investor has completed a Request, reviewed the analysis
contained in the Recommendation and executed an investment advisory
agreement
with the Consulting Group. Investors who make payment prior to the
Settlement
Date may permit the payment to be held in their brokerage accounts or may
designate a temporary investment (such as a money market fund) for the
payment
until the Settlement Date. When an investor makes payment before the
Settlement
Date, the funds will be held as a free credit balance in the investor's
brokerage account and Smith Barney will benefit from the temporary use of
the
funds. If the investor instructs Smith Barney to invest the funds in a
Smith
Barney money market fund, the amount of the investment will be included as
part
of the average daily net assets of both the Portfolio and the Smith Barney
money market fund. Affiliates of Smith Barney that serve these funds in an
investment advisory or administrative capacity will benefit by receiving
fees
from both of the funds, computed on the basis of their average daily net
assets. The Board of Trustees has been advised of the benefits to Smith
Barney
resulting from these settlement procedures and will take these benefits
into
consideration when reviewing the Management Agreement, the Advisory
Agreements
and the Administration Agreement.
Systematic Investment Plan. The Trust offers shareholders a Systematic
Investment Plan under which shareholders may authorize Smith Barney to
place a
purchase order each month or quarter for Portfolio shares in an amount not
less
than $100 per month or quarter. The purchase price is paid automatically
from
cash held in the shareholder's Smith Barney brokerage account, through the
automatic redemption of the
38
shareholder's shares of a Smith Barney money market fund, or through the
liquidation of other securities held in the investor's Smith Barney
brokerage
account. If the TRAK assets are held in a Smith Barney FMA(R) account, the
shareholder may arrange for pre-authorized automatic fund transfers, on a
regular basis, from the shareholder's bank account to the shareholder's FMA
account. Shareholders may utilize this service in conjunction with the
Systematic Investment Plan to facilitate regular TRAK investments. For
further
information regarding the Systematic Investment Plan, the FMA account or
the
automatic funds transfer service, shareholders should contact their
Financial
Consultants.
Minimum Investment. The minimum initial investment in the Trust is
$25,000
($20,000 in the case of Plans) and the minimum investment in any individual
Portfolio is $100. There is no minimum subsequent investment. TRAK Programs
for
employees of Smith Barney, accounts of their immediate families and
individual
retirement accounts and certain employee benefit plans for those persons
will
be subject to a $5,000 minimum investment. The Trust reserves the right at
any
time to vary the initial and subsequent investment minimums.
Purchase orders for shares of a Portfolio received by Smith Barney or by
an
Introducing Broker prior to the close of regular trading on the New York
Stock
Exchange, Inc. (the "NYSE") (currently 4:00 p.m., New
York time) on any day that a Portfolio's net asset value is calculated are
priced according to the net asset value determined on that day. Purchase
orders
received after the close of the NYSE are priced as of the time the net
asset
value per share is next determined. See "Net Asset Value" below for a
description of the times at which a Portfolio's net asset value per share
is
determined.
REDEMPTION OF SHARES
REDEMPTIONS IN GENERAL
Shares of a Portfolio may be redeemed at no charge on any day that the
Portfolio calculates its net asset value as described below under "Net
Asset
Value." Redemption requests received in proper form prior to the close of
regular trading on the NYSE will be effected at the net asset value per
share
determined on that day. Redemption requests received after the close of
regular
trading on the NYSE will be effected at the net asset value next
determined. A
Portfolio is required to transmit redemption proceeds for credit to the
shareholder's account at Smith Barney or at an Introducing Broker at no
charge
within seven days after receipt of a redemption request. Generally, these
funds
will not be invested for the shareholder's benefit without specific
instruction
and the Introducing Broker will benefit from the use of temporarily
uninvested
funds. A shareholder who pays for Portfolio shares by personal check will
be
credited with the proceeds of a redemption of those shares when the
purchase
check has been collected, which may take up to 15 days or more.
Shareholders
who anticipate the need for more immediate access to their investment
should
purchase shares by Federal funds or bank wire or by a certified or
cashier's
check. Redemption proceeds held by investors either in the form of
uninvested
cash balances in their Smith Barney brokerage accounts or as unnegotiated
checks from TSSG, the Trust's transfer agent, will generally not earn any
income for those investors, who should discuss alternative investments with
their Financial Consultants or other advisors.
Redemption requests may be given to Smith Barney or to an Introducing
Broker.
Smith Barney or the Introducing Broker will transmit all properly received
redemption requests to TSSG. In order to be effective, a redemption request
of
a shareholder other than an individual may require the submission of
documents
commonly required to assure the safety of a particular account. A
redemption
request received by Smith Barney or an Introducing Broker will be deemed to
have been received by TSSG for purposes of determining the time when the
redemption becomes effective.
Each investor's investment advisory agreement with the Consulting Group
relating to participation in TRAK provides that, absent separate payment by
the
participant, fees charged by the Consulting Group pursuant to that
agreement
may be paid through automatic redemptions of a portion of the participant's
account. Termination of a TRAK account must be effected by a redemption
order
for the participant's entire Trust account.
39
Automatic Cash Withdrawal Plan. The Trust 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 $100
monthly or
quarterly. The withdrawal plan will be carried over on exchanges between
Portfolios of the Trust. For further information regarding the automatic
cash
withdrawal plan, shareholders should contact a Financial Consultant.
INVOLUNTARY REDEMPTIONS
Due to the relatively high cost of maintaining small accounts, the Trust
may
redeem an account having a current value of $7,500 or less as a result of
redemptions, but not as a result of a fluctuation in a Portfolio's net
asset
value or redemptions to pay TRAK fees, after the shareholder has been given
at
least 30 days in which to increase the account balance to more than that
amount. Proceeds of an involuntary redemption will be deposited in the
shareholder's brokerage account unless Smith Barney is instructed to the
contrary. Investors should be aware that involuntary redemptions may result
in
the liquidation of Portfolio holdings at
a time when the value of those holdings is lower than the investor's cost
of
the investment or may result in the realization of taxable capital gains.
NET ASSET VALUE
Each Portfolio's net asset value per share is calculated by SBMFM or
Boston
Advisors on each day, Monday through Friday, except on days on which the
NYSE
is closed. The NYSE is currently scheduled to be closed on New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas, and on the preceding Friday when one of those
holidays falls on a Saturday or on the subsequent Monday when one of those
holidays falls on a Sunday.
Net asset value per share is determined for each of the Portfolios,
except
Emerging Markets Equity Investments, as of the close of trading on the NYSE
and
is computed by dividing the value of a Portfolio's net assets by the total
number of its shares outstanding. The net asset value per share for
Emerging
Markets Equity Investments is determined as of noon each day and is
computed in
the same manner as the other Portfolios. Generally, a Portfolio's
investments
are valued at market value or, in the absence of a market value, at fair
value
as determined by or under the direction of the Board of Trustees.
Securities that are primarily traded on foreign exchanges are generally
valued for purposes of calculating a Portfolio's net asset value at the
preceding closing values of the securities on their respective exchanges,
except that, when an occurrence subsequent to the time a value was so
established is likely to have changed that value, the fair market value of
those securities will be determined by consideration of other factors by or
under the direction of the Board of Trustees. A security that is primarily
traded on a domestic or foreign stock exchange is valued at the last sale
price
on that exchange or, if no sales occurred during the day, at the current
quoted
bid price. All portfolio securities held by Government Money Investments
and
short-term dollar-denominated investments of the other Portfolios that
mature
in 60 days or less are valued on the basis of amortized cost (which
involves
valuing an investment at its cost and, thereafter, assuming a constant
amortization to maturity of any discount or premium, regardless of the
effect
of fluctuating interest rates on the market value of the investment) when
the
Board of Trustees has determined that amortized cost represents fair value.
An
option that is written by a Portfolio is generally valued at the last sale
price or, in the absence of the last sale price, the last offer price. An
option that is purchased by the Portfolio is generally valued at the last
sale
price or, in the absence of the last sale price, the last bid price. The
value
of a futures contract is equal to the unrealized gain or loss on the
contract
that is determined by marking the contract to the current settlement price
for
a like contract on the valuation date of the futures contract. A settlement
price may not be used if the market makes a limit move with respect to a
particular futures contract or if the securities underlying the futures
contract experience significant price fluctuations after the determination
of
the settlement price. When a settlement price cannot be used, futures
contracts
will be valued at their fair market value as determined by or under the
direction of the Board of Trustees.
40
All assets and liabilities initially expressed in foreign currency values
will be converted into U.S. dollar values at the mean between the bid and
offered quotations of the currencies against U.S. dollars as last quoted by
any
recognized dealer. If the bid and offered quotations are not available, the
rate of exchange will be determined in good faith by the Board of Trustees.
In
carrying out the Board's valuation policies, Boston Advisors may consult
with
an independent pricing service retained by the Trust. Further information
regarding the Portfolios' valuation policies is contained in the Statement
of
Additional Information.
EXCHANGE PRIVILEGE
Shares of a Portfolio may be exchanged without payment of any exchange
fee
for shares of another Portfolio at their respective net asset values.
Portfolio
shares are not exchangeable with shares of other funds of the Smith Barney
Mutual Funds.
An exchange of shares is treated for federal income tax purposes as a
redemption (sale) of shares given in exchange by the shareholder, and an
exchanging shareholder may, therefore, realize a taxable gain or loss in
connection with the exchange. Shareholders exchanging shares of a Portfolio
for
shares of another Portfolio should review the disclosure provided herein
relating to the exchanged-for shares carefully prior to making an exchange.
The
exchange privilege is available to shareholders residing in any state in
which
Portfolio shares being acquired may be legally sold.
Although the exchange privilege is an important benefit, excessive
exchange
transactions can be detrimental to a Portfolio's performance and its
shareholders. Each Portfolio's investment adviser 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 Portfolio's investment
adviser will notify Smith Barney, and Smith Barney may, at its discretion,
decide to limit additional purchases and/or exchanges by the shareholder.
Upon
such a determination, Smith Barney 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 other Portfolios, which position the
shareholder would expect to maintain for a significant period of time. All
relevant factors will be considered in determining what constitutes an
abusive
pattern of exchanges.
For further information regarding the exchange privilege, investors
should
contact their Financial Consultants. Smith Barney reserves the right to
reject
any exchange request and the exchange privilege may be modified or
terminated
after 60 days' written notice to shareholders.
DIVIDENDS, DISTRIBUTIONS AND TAXES
DIVIDENDS AND DISTRIBUTIONS
Net investment income (i.e., income other than long- and short-term
capital
gains) and net realized long- and short-term capital gains will be
determined
separately for each Portfolio. Dividends derived from net investment income
and
distributions of net realized long- and short-term capital gains paid by a
Portfolio to a shareholder will be automatically reinvested (at current net
asset value) in additional shares of that Portfolio (which will be
deposited in
the shareholder's account) unless the shareholder instructs the Trust, in
writing, to pay all dividends and/or distributions in cash. Dividends
attributable to the net investment income of Government Money Investments
and
Municipal Bond Investments will be declared daily and paid monthly.
Shareholders of those Portfolios receive dividends from the day following
the
purchase up to and including the date of redemption. Dividends attributable
to
the net investment income of Intermediate Fixed Income Investments, Long-
Term
Bond Investments, Mortgage Backed Investments, Balanced Investments and
International Fixed Income Investments are declared and paid monthly.
Dividends
attributable to the net investment income of the remaining Portfolios are
declared and paid annually. Distributions of any net realized long-term and
short-term capital gains earned by a Portfolio will be made annually.
41
TAXES
As each Portfolio is treated as a separate entity for federal income tax
purposes, the amounts of net investment income and net realized capital
gains
subject to tax will be determined separately for each Portfolio (rather
than on
a Trust-wide basis).
Each Portfolio separately has qualified and intends to qualify each year
as a
regulated investment company for federal income tax purposes. The
requirements
for qualification (i) may cause a Portfolio, among other things, to
restrict
the extent of its short-term trading or its transactions in warrants,
currencies, options, futures or forward contracts and (ii) will cause each
of
the Portfolios to maintain a diversified asset portfolio.
A regulated investment company will not be subject to federal income tax
on
its net investment income and its capital gains that it distributes to
shareholders, so long as it meets certain overall distribution requirements
and
other conditions under the Code. Each Portfolio intends to satisfy these
overall distribution requirements and any other required conditions. In
addition, each Portfolio is subject to a 4% nondeductible excise tax
measured
with respect to certain undistributed amounts of ordinary income and
capital
gains. The Trust intends to have each Portfolio pay additional dividends
and
make additional distributions as are necessary in order to avoid
application of
the excise tax, if such payments and distributions are determined to be in
the
best interest of the Portfolio's shareholders. Dividends declared by a
Portfolio in October, November or December of any calendar year and payable
to
shareholders of record on a specified date in such a month shall be deemed
to
have been received by each shareholder on December 31 of such calendar year
and
to have been paid by the Portfolio not later than such December 31 provided
that such dividend is actually paid by the Portfolio during January of the
following year.
Dividends derived from a Portfolio's taxable net investment income and
distributions of a Portfolio's net realized short-term capital gains
(including
short term gains from investments in tax exempt obligations) will be
taxable to
shareholders as ordinary income for federal income tax purposes, regardless
of
how long shareholders have held their Portfolio shares and whether the
dividends or distributions are received in cash or reinvested in additional
shares. Distributions of net realized long-term capital gains (including
long-
term gains from investments in tax exempt obligations) will be taxable to
shareholders as long-term capital gains for federal income tax purposes,
regardless of how long a shareholder has held his Portfolio shares and
whether
the distributions are received in cash or reinvested in additional shares.
Dividends and distributions paid by Government Money Investments, Municipal
Bond Investments and Mortgage Backed Investments and distributions of
capital
gains paid by all the Portfolios will not qualify for the dividend received
deduction for corporations. As a general rule, dividends paid by a
Portfolio,
to the extent derived from dividends attributable to certain types of stock
issued by U.S. corporations, will qualify for the dividend received
deduction
for corporations. Some states, if certain asset and diversification
requirements are satisfied, permit shareholders to treat their portions of
a
Portfolio's dividends that are attributable to interest on U.S. Treasury
securities and certain U.S. Government Securities as income that is exempt
from
state and local income taxes. Dividends attributable to repurchase
agreement
earnings are, as a general rule, subject to state and local taxation.
Dividends paid by Municipal Bond Investments that are derived from
interest
earned on qualifying tax-exempt obligations are expected to be "exempt-
interest" dividends that shareholders may exclude from their gross incomes
for
federal income tax purposes if the Portfolio satisfies certain asset
percentage
requirements. To the extent that the Portfolio invests in bonds, the
interest
on which is a specific tax preference item for federal income tax purposes
("AMT-Subject Bonds"), any exempt-interest dividends derived from interest
on
AMT-Subject Bonds will be a specific tax preference item for purposes of
the
federal individual and corporate alternative minimum taxes. In any event,
all
exempt-interest dividends will be a component of the "current earnings"
adjustment item for purposes of the federal corporate alternative minimum
income tax and corporate shareholders may incur a larger federal 0.12%
environmental tax liability through the receipt of Portfolio dividends and
distributions.
42
Net investment income or capital gains earned by the Portfolios investing
in
foreign securities may be subject to foreign income taxes withheld at the
source. The United States has entered into tax treaties with many foreign
countries that entitle the Portfolios to a reduced rate of tax or exemption
from tax on this related income and gains. It is impossible to determine
the
effective rate of foreign tax in advance since the amount of these
Portfolios'
assets to be invested within various countries is not known. The Portfolios
intend to operate so as to qualify for treaty-reduced rates of tax where
applicable. Furthermore, if a Portfolio qualifies as a regulated investment
company, if certain distribution requirements are satisfied, and if more
than
50% of the value of the Portfolio's assets at the close of the taxable year
consists of stocks or securities of foreign corporations, the Portfolio may
elect, for U.S. federal income tax purposes, to treat foreign income taxes
paid
by the Portfolio that can be treated as income taxes under U.S. income tax
principles as paid by its shareholders. The Trust anticipates that
International Equity Investments and Emerging Markets Equity Investments
will
qualify for and make this election in most, but not necessarily all, of its
taxable years. If a
Portfolio were to make an election, an amount equal to the foreign income
taxes
paid by the Portfolio would be included in the income of its shareholders
and
the shareholders would be entitled to credit their portions of this amount
against their U.S. tax liabilities, if any, or to deduct such portions from
their U.S. taxable income, if any. Shortly after any year for which it
makes an
election, a Portfolio will report to its shareholders, in writing, the
amount
per share of foreign tax that must be included in each shareholder's gross
income and the amount which will be available for deduction or credit. No
deduction for foreign taxes may be claimed by a shareholder who does not
itemize deductions. Certain limitations will be imposed on the extent to
which
the credit (but not the deduction) for foreign taxes may be claimed.
As noted above, shareholders, out of their own assets, will pay a TRAK or
different investment advisory fee. For most shareholders who are
individuals,
this fee will be treated as a "miscellaneous itemized deduction" for
federal
income tax purposes. Under current federal income tax law, an individual's
miscellaneous itemized deductions for any taxable year shall be allowed as
a
deduction only to the extent that the aggregate of these deductions exceeds
2%
of adjusted gross income. Such deductions are also subject to the general
limitation on itemized deductions for individuals having, in 1995, adjusted
gross income in excess of $111,800 ($55,900 for married individuals filing
separately).
Statements as to the tax status of each shareholder's dividends and
distributions are mailed annually. Shareholders will also receive, if
appropriate, various written notices after the close of the Portfolios'
taxable
year with respect to certain foreign taxes paid by the Portfolios and
certain
dividends and distributions that were, or were deemed to be, received by
shareholders from the Portfolios during the Portfolios' prior taxable year.
Shareholders should consult with their own tax advisors with specific
reference
to their own tax situations.
CUSTODIAN AND TRANSFER AGENT
Boston Safe is located at One Boston Place, Boston, Massachusetts 02108,
and
serves as custodian of the Trust's investments.
TSSG is located at Exchange Place, Boston, Massachusetts 02109, and
serves as
the Trust's transfer agent.
PERFORMANCE OF THE PORTFOLIOS
YIELD
The Trust may, from time to time, include the yield and effective yield
of
Government Money Investments in advertisements or reports to shareholders
or
prospective investors. Current yield for Government Money Investments will
be
based on income received by a hypothetical investment over a given 7-day
period
(less expenses accrued during the period and the maximum fee for
participation
in TRAK during the period), and
43
then "annualized" (i.e., assuming that the 7-day yield would be received
for 52
weeks, stated in terms of an annual percentage return on the investment).
"Effective yield" for Government Money Investments will be calculated in a
manner similar to that used to calculate yield, but will reflect the
compounding effect of earnings on reinvested dividends.
For Intermediate Fixed Income Investments, Long-Term Bond Investments,
Mortgage Backed Investments and Municipal Bond Investments, from time to
time,
the Trust may advertise the 30-day "yield" and, with respect to Municipal
Bond
Investments, an "equivalent taxable yield." The yield of a Portfolio refers
to
the income generated by an investment in the Portfolio over the 30-day
period
identified in the advertisement and is computed by dividing the net
investment
income per share earned by the Portfolio during the period (less the
maximum
fee for participation in TRAK during the period) by the net asset value
per share on the last day of the period. This income is "annualized" by
assuming that the amount of income is generated each month over a one-year
period and is compounded semi-annually. The annualized income is then shown
as
a percentage of the net asset value.
EQUIVALENT TAXABLE YIELD
The equivalent taxable yield of Municipal Bond Investments demonstrates
the
yield on a taxable investment necessary to produce an after-tax yield equal
to
the Portfolio's tax-exempt yield. It is calculated by increasing the yield
shown for the Portfolio, calculated as described above, to the extent
necessary
to reflect the payment of specified tax rates. Thus, the equivalent taxable
yield always will exceed the Portfolio's yield.
The table below shows individual taxpayers how to translate the tax
savings
from investments such as the Portfolio into an equivalent return from a
taxable
investment. The yields used below are for illustration only and are not
intended to represent current or future yields for the Portfolio, which may
be
higher or lower than those shown.
<TABLE>
<CAPTION>
SAMPLE FEDERAL
TAXABLE MARGINAL TAX-EXEMPT YIELDS
INCOME RATE* 4.00% 5.00% 6.00% 7.00% 8.00% 9.00%
---------------------------------------------------------------------------
-
EQUIVALENT TAXABLE YIELD
SINGLE JOINT RETURN -------------------------------------
-
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 23,500 $ 39,000 15% 4.71% 5.88% 7.06% 8.24% 9.41%
10.59%
56,550 94,250 28% 5.56% 6.94% 8.33% 9.72% 11.11%
12.50%
117,950 143,600 31% 5.80% 7.25% 8.70% 10.14% 11.59%
13.04%
256,500 256,500 36% 6.25% 7.81% 9.38% 10.94% 12.50%
14.06%
over $256,500 over $256,500 39.60% 6.62% 8.28% 9.93% 11.59% 13.25%
14.90%
</TABLE>
--------
* The federal tax rates shown are those currently in effect for 1995 and
are
subject to change. The calculations assume that no income will be subject
to
the federal individual alternative minimum tax.
TOTAL RETURN
From time to time, the Trust may advertise a Portfolio's (other than
Government Money Investments') "average annual total return" over various
periods of time. This total return figure shows the average percentage
change
in value of an investment in the Portfolio from the beginning date of the
measuring period to the ending date of the measuring period and is reduced
by
the maximum fee for participation in TRAK during the measuring period. The
figure reflects changes in the price of the Portfolio's shares and assumes
that
any income, dividends and/or capital gains distributions made by the
Portfolio
during the period are reinvested in shares of the Portfolio. Figures will
be
given for recent one-, five- and ten-year periods (if applicable) and may
be
given for other periods as well (such as from commencement of the
Portfolio's
operations or on a year-by-year basis). When considering average total
return
figures for periods longer than one year, investors should note that a
Portfolio's annual total return for any one year in the period might have
been
greater or less than the average for the entire period. A Portfolio also
may
use aggregate total return figures for various periods, representing the
cumulative change in value of an investment in the Portfolio for the
specific
period (again reflecting changes in the Portfolio's share price, the effect
of
the
44
maximum fee for participation in TRAK during the period and assuming
reinvestment of dividends and distributions). Aggregate total returns may
be
shown by means of schedules, charts or graphs, and may indicate subtotals
of
the various components of total return (that is, the change in value of
initial
investment, income dividends and capital gains distributions).
It is important to note that yield and total return figures are based on
historical earnings and are not intended to indicate future performance.
The
Statement of Additional Information describes the method used to determine
a
Portfolio's yield and total return. Shareholders may make inquiries
regarding a
Portfolio, including current yield quotations or total return figures, to
his
or her Financial Consultant.
In reports or other communications to shareholders or in advertising
material, a Portfolio may quote total figures that do not reflect fees for
participation in TRAK (provided that these figures are accompanied
by standardized total return figures calculated as described above), as
well as
compare its performance with that of other mutual funds as listed in the
rankings prepared by Lipper Analytical Services, Inc. or similar
independent
services that monitor the performance of mutual funds or with other
appropriate
indexes of investment securities, such as the Salomon Brothers World
Government
Bond Index, Lehman Brothers Government Bond Index and Lehman Brothers
Mortgage-
Backed Securities Index. The performance information also may include
evaluations of the Portfolios published by nationally recognized ranking
services and by financial publications that are nationally recognized, such
as
Barron's, Business Week, CDA Investment Technologies, Inc., Changing Times,
Forbes, Fortune, Institutional Investor, Investor's Daily, Kiplinger's
Personal
Finance Magazine, Money, Morningstar Mutual Fund Values, The New York
Times,
USA Today and The Wall Street Journal.
ADDITIONAL INFORMATION
The Trust was organized under the laws of the Commonwealth of
Massachusetts
pursuant to a Master Trust Agreement dated April 12, 1991, as amended, and
is a
business entity commonly known as a "Massachusetts business trust." Each of
the
Portfolios offers shares of beneficial interest of separate series with a
par
value of $0.001 per share. When matters are submitted for shareholder vote,
shareholders of each of the Portfolios will have one vote for each full
share
held and proportionate, fractional votes for fractional shares held.
Generally,
shares of the Trust vote by individual Portfolio on all matters except (i)
matters affecting all of the Portfolios, or (ii) when the 1940 Act requires
that shares of the Portfolios be voted in the aggregate. Normally, no
meetings
of shareholders will be held for the purpose of electing Trustees unless
and
until such time as less than a majority of the Trustees holding office have
been elected by shareholders, at which time the Trustees then in office
will
call a shareholders' meeting for the election of Trustees. Shareholders of
record of no less than two-thirds of the outstanding shares of a Portfolio
may
remove a Trustee through a declaration in writing or by vote cast in person
or
by proxy at a meeting called for that purpose. A meeting will be called for
the
purpose of voting on the removal of a Trustee at the written request of
holders
of 10% of the Portfolio's outstanding shares. Shareholders who satisfy
certain
criteria will be assisted by the Trust in communicating with other
shareholders
in seeking the holding of the meeting.
Massachusetts law provides that shareholders of a Portfolio can, under
certain circumstances, be held personally liable for the obligations of the
Portfolio. The Trust has been structured, and will be operated in such a
way,
so as to ensure as much as possible, that shareholders will not be liable
for
obligations of the Trust. A more complete discussion of potential liability
of
shareholders of a Portfolio under Massachusetts law is contained in the
Statement of Additional Information under the heading "Management of the
Trust--Organization of the Trust."
Smith Barney has received an exemption from the Department of Labor from
certain provisions of the Employee Retirement Income Security Act of 1974
relating to the purchase of Trust Shares, and participation in TRAK, by
certain
retirement plans. This exemption replaced an exemption previously received
by
Shearson Lehman Brothers, Inc., the former distributor of the Trust.
The Trust sends to each shareholder a semi-annual report and an audited
annual report, each of which includes a list of the investment securities
held
by the Portfolios. Shareholders may seek information regarding a Portfolio,
including the current performance of the Portfolio, from their Financial
Consultants.
45
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----
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----
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, the
Statement
of Additional Information or the Trust's official sales literature in
connection with the offering of shares, and if given or made, such other
information or representations must not be relied upon as having been
authorized by the Trust. This Prospectus does not constitute an offer in
any
state in which, or to any person to whom, such offer may not lawfully be
made.
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----
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----
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----
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Consulting Group Capital Markets Funds
Government Money Investments
Intermediate Fixed Income Investments
Long-Term Bond Investments
Municipal Bond Investments
Mortgage Backed Investments
Balanced Investments
Large Capitalization Value Equity Investments
Large Capitalization Growth Investments
Small Capitalization Value Equity Investments
Small Capitalization Growth Investments
International Equity Investments
International Fixed Income Investments
Emerging Markets Equity Investments
-----------------
PROSPECTUS
March 14, 1995
-----------------
Smith Barney Inc.
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[APPENDICIES TO FOLLOW]
[THIS PAGE INTENTIONALLY LEFT BLANK]
APPENDIX B
The following are copies of the proposed and final exemptions from the
Department of Labor from certain provisions of the Employee Retirement
Income
Security Act of 1974 relating to the purchase of shares and participation
in
TRAK by certain retirement plans.
PROPOSED EXEMPTION
---------------------------------------------------------------------------
-----
PENSION AND WELFARE BENEFITS ADMINISTRATION
[APPLICATION NO. D-8723]
PROPOSED EXEMPTIONS; SHEARSON LEHMAN BROTHERS, INC.
AGENCY: Pension and Welfare Benefits Administration, Labor.
ACTION: Notice of proposed exemptions.
---------------------------------------------------------------------------
-----
SUMMARY: This document contains notices of pendency before the Department
of
Labor (the Department) of proposed exemptions from certain of the
prohibited
transaction restrictions of the Employee Retirement Income Security Act of
1974
(the Act) and/or the Internal Revenue Code of 1986 (the Code).
WRITTEN COMMENTS AND HEARING REQUESTS: All interested persons are invited
to
submit written comments or request for a hearing on the pending exemptions,
unless otherwise stated in the Notice of Proposed Exemption, within 45 days
from the date of publication of this FEDERAL REGISTER Notice. Comments and
request for a hearing should state: (1) The name, address, and telephone
number
of the person making the comment or request, and (2) the nature of the
person's
interest in the exemption and the manner in which the person would be
adversely
affected by the exemption. A request for a hearing must also state the
issues
to be addressed and include a general description of the evidence to be
presented at the hearing. A request for a hearing must also state the
issues to
be addressed and include a general description of the evidence to be
presented
at the hearing.
ADDRESSES: All written comments and request for a hearing (at least three
copies) should be sent to the Pension and Welfare Benefits Administration,
Office of Exemption Determinations, room N-5649, U.S. Department of Labor,
200
Constitution Avenue NW., Washington, DC 20210. Attention: Application No.
stated in each Notice of Proposed Exemption. The applications for exemption
and
the comments received will be available for public inspection in the Public
Documents Room of Pension and Welfare Benefits Administration, U.S.
Department
of Labor, room N-5507, 200 Constitution Avenue N.W., Washington, DC 20210.
NOTICE TO INTERESTED PERSONS: Notice of the proposed exemptions will be
provided to all interested persons in the manner agreed upon by the
applicant
and the Department within 15 days of the date of publication in the FEDERAL
REGISTER. Such notice shall include a copy of the notice of proposed
exemption
as published in the FEDERAL REGISTER and shall inform interested persons of
their right to comment and to request a hearing (where appropriate).
SUPPLEMENTARY INFORMATION: The proposed exemptions were requested in
applications filed pursuant to section 408(a) of the Act and/or section
4975(c)(2) of the Code, and in accordance with procedures set forth in 29
CFR
part 2570, subpart B (55 FR 32836, 32847, August 10, 1990). Effective
December
31, 1978, section 102 of Reorganization Plan No. 4 of 1978 (43 FR 47713,
October 17, 1978) transferred the authority of the Secretary of the
Treasury to
issue exemptions of the type requested to the Secretary of Labor.
Therefore,
these notices of proposed exemption are issued solely by the Department.
The applications contain representations with regard to the proposed
exemptions which are summarized below. Interested persons are referred to
the
applications on file with the Department for a complete statement of the
facts
and representations.
SHEARSON LEHMAN BROTHERS, INC. (SHEARSON LEHMAN), LOCATED IN NEW YORK, NY
[Application No. D-8723]
PROPOSED EXEMPTION
Section I. Covered Transactions
The Department is considering granting an exemption under the authority of
section 408(a) of the Act and section 4975(c)(2) of the Code and in
accordance
with the procedures set forth in 29 CFR part 2570, subpart B (55 FR 32836,
32847, August 10, 1990). If the exemption is granted, the restrictions of
section 406(a) of the Act and the sanctions resulting from the application
of
section 4975 of the Code, by reason of section 4975(c)(1)(A) through (D)
shall
not apply to the proposed purchase or redemption of shares by an employee
benefit plan, an individual retirement account (the IRA) or a retirement
plan
for a self-employed individual (the Keogh Plan; collectively, the Plans) in
the
Shearson Lehman-established Trust for TRAK Investments (the Trust) in
connection with such Plans' participation in the TRAK Personalized
Investment
Advisory Service (the TRAK Program). In addition, the restrictions of
section
406(b)(1) and (b)(2) of the Act and the sanctions resulting from the
application of section 4975 of the Code by reason of section 4975(c)(1)(E)
shall not apply to the provision, by the Consulting Group Division of
Shearson
Lehman (the Consulting Group), investment advisory services to an
independent
fiduciary of a participating Plan (the Independent Plan Fiduciary) which
may
result in such fiduciary's selection of a portfolio grouping (the
Portfolio-
Type) in the TRAK Program for the investment of Plan assets.
This proposed exemption is subject to the following conditions that are
set
forth below in section II.
Section II. General Conditions
(1) The participation of Plans in the TRAK Program will be approved by a
Plan
fiduciary which is independent of Shearson Lehman.
(2) The total fees paid to the Consulting Group and its affiliates will
constitute no more than reasonable compensation.
(3) No Plan will pay a fee or commission by reason of the acquisition or
redemption of shares in the Trust.
(4) The terms of each purchase or redemption of Trust shares shall remain
at
least as favorable to an investing Plan as those obtainable in an arm's
length
transaction with an unrelated party.
(5) The Consulting Group will provide written documentation to an
Independent
Plan Fiduciary of its recommendations or evaluations based upon objective
criteria.
(6) Any recommendation or evaluation made by the Consulting Group to an
Independent Plan Fiduciary will be implemented only at the express
direction of
such independent fiduciary.
(7) The Consulting Group will generally give investment advice to an
Independent Plan Fiduciary with respect to Portfolio-Types. However, in the
case of a Plan providing for participant-directed investments (the Section
404(c) Plan), the Consulting Group will provide investment advice that is
limited to the Portfolios made available under the Plan.
B-1
(8) Any sub-adviser (the Sub-Adviser) that is appointed by the Consulting
Group to exercise investment discretion over a Portfolio will be
independent of
Shearson Lehman and its affiliates.
(9) Immediately following the acquisition by a Portfolio of any securities
that are issued by Shearson Lehman and/or its affiliates, the percentage of
that Portfolio's net assets invested in such securities will not exceed one
percent.
(10) The quarterly investment advisory fee that is paid by a Plan to the
Consulting Group for investment advisory services rendered to such Plan
will be
offset by such amount as is necessary to assure that the Consulting Group
retains no more than 20 basis points from any Portfolio which contains
investments attributable to the Plan investor.
(11) The Consulting Group will not retain an investment advisory or
management
fee from the Government Money Investments Portfolio.
(12) With respect to its participation in the TRAK Program prior to
purchasing
Trust shares.
(a) Each Plan will receive the following written or oral disclosures from
the
Consulting Group:
(1) A copy of the prospectus (the Prospectus) for the Trust discussing the
investment objectives of the Portfolios comprising the Trust, the policies
employed to achieve these objectives, the corporate affiliation existing
between the Consulting Group, Shearson Lehman and its subsidiaries and the
compensation paid to such entities.
(2) Upon written or oral request to Shearson Lehman, a Statement of
Additional
Information supplementing the Prospectus which describes the types of
securities and other instruments in which the Portfolios may invest, the
investment policies and strategies that the Portfolios may utilize and
certain
risks attendant to those investments, policies and strategies.
(3) A copy of the investment advisory agreement between the Consulting
Group
and such Plan relating to participation in the TRAK Program.
(4) A copy of the respective investment advisory agreement between the
Consulting Group and the Sub-Advisers upon written request to Shearson
Lehman.
(5) In the case of a Section 404(c) Plan, if required by the arrangement
negotiated between the Consulting Group and the Plan, an explanation by a
Shearson Lehman Financial Consultant (the Financial Consultant) to eligible
participants in such Plan, of the services offered under the TRAK Program
and
the operation and objectives of the Portfolios.
(b) If accepted as an investor in the TRAK Program, an Independent Plan
Fiduciary of an IRA or Keogh Plan, will be required to acknowledge, in
writing,
prior to purchasing Trust shares that such fiduciary has received copies of
such documents.
(c) With respect to a Section 404(c) Plan, written acknowledgement of the
receipt of such documents will be provided by the Independent Plan
Fiduciary
(i.e., the plan administrator, trustee or named fiduciary, as the
recordholder
of Trust shares). Such Independent Plan Fiduciary will be required to
represent
in writing to Shearson Lehman that such fiduciary is (1) independent of
Shearson Lehman and its affiliates and (2) knowledgeable with respect to
the
Plan in administrative matters and funding matters related thereto, and
able to
make an informed decision concerning participation in the TRAK Program.
(d) With respect to a Plan that is covered under title I of the Act, where
investment decisions are made by a trustee, investment manager or a named
fiduciary, such Independent Plan Fiduciary will be required to acknowledge,
in
writing, receipt of such documents and represent to Shearson Lehman that
such
fiduciary is (1) independent of Shearson Lehman and its affiliates, (2)
capable
of making an independent decision regarding the investment of Plan assets
and
(3) knowledgeable with respect to the Plan in administrative matters and
funding matters related thereto, and able to make an informed decision
concerning participation in the TRAK Program.
(13) Each Plan will receive the following written or oral disclosures with
respect to its ongoing participation in the TRAK Program.
(a) The Trust's semi-annual and annual report which will include financial
statements for the Trust and investment management fees paid by each
Portfolio.
(b) A written quarterly monitoring report containing an analysis and an
evaluation of a Plan investor's account to ascertain whether the Plan's
investment objectives have been met and recommending, if required, changes
in
Portfolio allocations.
(c) If required by the arrangement negotiated between the Consulting Group
and
a Section 404(c) Plan, a quarterly, detailed investment performance
monitoring
report, in writing, provided to an Independent Plan Fiduciary of such Plan
showing Plan level asset allocations, Plan cash flow analysis and
annualized
risk adjusted rates of return for Plan investments. In addition, if
required by
such arrangement, Financial Consultants will meet periodically with
Independent
Plan Fiduciaries of Section 404(c) Plans to discuss the performance
monitoring
report as well as with eligible participants to review their accounts'
performance.
(d) If required by the arrangement negotiated between the Consulting Group
and
a Section 404(c) Plan, a quarterly participant performance monitoring
report
provided to a Plan participant which accompanies the participant's benefit
statement and describes the investment performance of the Portfolios, the
investment performance of the participant's individual investment in the
TRAK
Program, and gives market commentary and toll-free numbers that will enable
the
participant to obtain more information about the TRAK Program or to amend
his
or her investment allocations.
(e) On a quarterly and annual basis, written disclosures to all Plans of
the
(1) percentage of each Portfolio's brokerage commissions that are paid to
Shearson Lehman and its affiliates and (2) the average brokerage commission
per
share paid by each Portfolio to Shearson Lehman and its affiliates, as
compared
to the average brokerage commission per share paid by the Trust to brokers
other than Shearson Lehman and its affiliates, both expressed as cents per
share.
(14) Shearson Lehman shall maintain, for a period of six years, the
records
necessary to enable the persons described in paragraph (15) of this section
to
determine whether the conditions of this exemption have been met, except
that
(a) a prohibited transaction will not be considered to have occurred if,
due to
circumstances beyond the control of Shearson Lehman and/or its affiliates,
the
records are lost or destroyed prior to the end of the six year period, and
(b)
no party in interest other than Shearson Lehman shall be subject to the
civil
penalty that may be assessed under section 502(1) of the Act, or the taxes
imposed by section 4975(a) and (b) of the Code, if the records are not
maintained, or are not available for examination as required by paragraph
(15)
below.
(15) (a) Except as provided in section (b) of this paragraph and
notwithstanding any provisions of subsections (a)(2)and (b) of section 504
of
the Act, the records referred to in paragraph (14) of this section shall be
unconditionally available at their customary location during normal
business
hours by:
(1) Any duly authorized employee or representative of the Department or
the
Internal Revenue Service (the Service):
(2) Any fiduciary of a participating Plan or any duly authorized
representative of such fiduciary:
(3) Any contributing employer to any participating Plan or any duly
authorized
employee representative of such employer; and
B-2
(4) Any participant or beneficiary of any participating Plan, or any duly
authorized representative of such participant or beneficiary.
(b) None of the persons described above in subparagraphs (2)-(4) of this
paragraph (15) shall be authorized to examine the trade secrets of Shearson
Lehman or commercial or financial information which is privileged or
confidential.
The availability of this exemption is subject to the express condition
that
the material facts and representations contained in the application are
true
and complete, and that the application accurately describes all material
facts
which are the subject of this exemption.
SUMMARY OF FACTS AND REPRESENTATIONS
1. Shearson Lehman, whose principal executive offices are located in New
York,
New York, is a wholly owned subsidiary of Shearson Lehman Brothers
Holdings,
Inc. (Shearson Holdings). Shearson Holdings is one of the leading full-line
securities firms servicing institutions, governments and individual
investors
in the United States and throughout the world. Shearson Holdings conducts
its
principal businesses through two divisions--Shearson Lehman Brothers
(referred
to herein as Shearson Lehman) and Lehman Brothers. Shearson Lehman is
responsible for individual investor services and asset management while
Lehman
Brothers is responsible for securities underwriting, financial advisory,
investment and merchant banking services and securities and commodities
trading
as principal and agent. Shearson Holdings is a member of all principal
securities and commodities exchanges in the United States and the National
Association of Securities Dealers, Inc. In addition, it holds memberships
or
associate memberships on several principal foreign securities and
commodities
exchanges.
Shearson Holdings was incorporated in Delaware on December 29, 1983. The
American Express Company owns 100 percent of Shearson Holdings' issued and
outstanding common stock, which represents 92 percent of its issued and
outstanding voting stock. The 8 percent remaining shares of Shearson
Holdings'
issued and outstanding voting stock is preferred stock which is owned by
Nippon
Life Insurance Company. Although Shearson Holdings is not an operating
company
and, as such, it maintains no assets under management, as of December 31,
1991,
Shearson Lehman and its subsidiaries rendered investment advisory services
with
respect to $91 billion in assets.
2. On April 12, 1991, Shearson Lehman formed the Trust, a no load, open-
end,
diversified management investment company registered under the Investment
Company Act of 1940, as amended. The Trust is organized as a Massachusetts
business trust and it has an indefinite duration. As of January 17, 1992,
the
Trust had net assets of $132,608,001.
The Trust consists of twelve different portfolios which range from
Government
Money Investments to International Fixed Income Investments and which pay
monthly or annual dividends to investors. The Portfolios currently have a
per
share value ranging from $0 per share for Balanced Investments to $9.45 per
share for Small Capitalization Growth Equity Investments. The composition
of
the Portfolios covers a spectrum of investments which include U.S.
Government-
related securities of equity or debt securities issued by foreign or
domestic
corporations. The Portfolios are further categorized under four major
Portfolio-Types./1/
3. Shares in the Trust are offered by Shearson Lehman, as distributors, at
no
load, to participants in the TRAK Program./2/ Although investors in the
Trust
currently consist of institutions and individuals, it is proposed that
prospective investors will include plans for which Shearson Lehman may or
may
not currently maintain investment accounts. A majority of these Plans will
be
IRAs or Keogh Plans. In addition, it is proposed that Plans for which
Shearson
Lehman or an affiliate serves as a prototype sponsor and/or a
nondiscretionary
trustee or custodian be permitted to invest in the Trust./3/
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/1/ Because a Portfolio is not precluded from investing in securities that
are
issued by Shearson Lehman or its affiliates, Shearson Lehman represents
that,
as a limitation, the percentage of that Portfolio's net assets invested in
these securities will never exceed one percent.
/2/ According to the Statement of Additional Information which accompanies
the
Prospectus for the TRAK Program, shares in the Trust are not certificated
for
reasons of economy and convenience. Boston Safe Deposit and Trust Company,
the
Trust's custodian, however, maintains a record of each investor's ownership
of
shares. Although Trust shares are transferable and accord voting rights to
their owners, they do not confer pre-emptive rights (i.e., the privilege of
a
shareholder to maintain a proportionate share of ownership of a company by
purchasing a proportionate share of any new stock issues). Shearson Lehman
represents that in the context of an open-end investment company, that
continuously issues and redeems shares, a pre-emptive right would make the
normal operations of the Trust impossible. Therefore, such right is
precluded
in the charter documents of the Trust's Master Trust Agreement as well as
those
of other open-end investment companies.
As for voting rights, Shearson Lehman states that they are accorded to
recordholders of Trust shares. Shearson Lehman notes that a recordholder of
Trust shares may determine to seek the submission of proxies by Plan
participants and vote Trust shares accordingly. In the case of individual
account plans such as Section 404(c) Plans. Shearson Lehman notes that most
Plans will pass-through the vote to participants on a pro-rata basis.
/3/ The Department notes that the general standards of fiduciary conduct
promulgated under the Act would apply to the participation in the TRAK
Program
by an Independent Plan Fiduciary. Section 404 of the Act requires that a
fiduciary discharge his duties respecting a plan solely in the interest of
the
plan's participants and beneficiaries and in a prudent fashion.
Accordingly, an
Independent Plan Fiduciary must act prudently with respect to the decision
to
enter into the TRAK Program with the Consulting Group as well as with
respect
to the negotiation of services that will be performed thereunder and the
compensation that will be paid to Shearson Lehman and its affiliates. The
Department expects that an Independent Plan Fiduciary, prior to entering in
the
TRAK Program, to understand fully all aspects of such arrangement following
disclosure by Shearson Lehman of all relevant information.
The applicant represents that the initial purchase of shares in the Trust
by a
Plan may give rise to a prohibited transaction where Shearson Lehman or an
affiliate has a party in interest relationship with the Plan. Shearson
Lehman
also acknowledges that a prohibited transaction could arise upon a
subsequent
purchase or redemption of shares in the Trust by a participating Plan
inasmuch
as the party in interest relationship between Shearson Lehman and the Plan
may
have been established at that point. Accordingly, Shearson Lehman has
requested
prospective exemptive relief from the Department with respect to the
purchase
and redemption of shares in the Trust by participating Plans which it does
not
sponsor or have discretionary investment authority over the Plan's assets
which
would be invested in Trust shares./4/ Such shares will be held in a
brokerage
account maintained by the Plan with Shearson Lehman. No commissions or fees
will be paid with respect to such transactions.
According to the applicant, the minimum initial investment in the Trust is
set
at $20,000, and may be reduced periodically to $10,000. Effectively,
therefore,
a Plan with less than $20,000 in assets ($10,000 when the minimum has been
reduced) would not be able to participate in the TRAK Program. The minimum
investment in a Portfolio is $100.
4. Overall responsibility for the management and supervision of the Trust
and
the Portfolios rests with the Trust's Board of Trustees (The Trustees)
which is
comprised of twelve members. The Trustees approve all significant
agreements
involving the Trust and the persons and companies that provide services to
the
Trust and the Portfolios. Three of the Trustees and all of the Trust's
executive officers are affiliated with Shearson Lehman and/or its
affiliates.
The nine remaining Trustees are not affiliated with Shearson Lehman.
5. Boston Advisors, located in Boston, Massachusetts, is a wholly owned
subsidiary of The Boston Company, a financial services holding company
which
is, in turn, wholly owned by Shearson Lehman. Boston Advisors provides
investment management, investment advisory and/or administrative services
to
investment companies with total assets in excess of $83 billion as of July
31,
1991. Boston Advisors serves as the Trust's administrator. In
-------
/4/ The applicant represents that employee benefit plans for are
maintained by
Shearson Lehman may purchase or redeem shares in the Trust under the
provisions
of Prohibited Transaction Exemption (PTE) 77-3 (42 FR 18734, April 8,
1977).
The applicant further represents that, although the exemptive relief
proposed
above would not permit Shearson Lehman or an affiliate, while serving as a
Plan
fiduciary with discretionary authority over the management of a Plan's
assets,
to invest a Plan's assets in the Trust shares, a purchase or redemption of
Trust shares under such circumstances will comply with the terms and
conditions
of class PTE 77-4 (42 FR 18732, April 8, 1977). The Department expresses no
opinion herein as to whether such transactions will comply with the terms
and
conditions of PTEs 77-3 and 77-4.
B-3
particular, Boston Advisors calculates the net asset value/5/ of the
Portfolios' shares and manages all aspects of the Portfolios'
administration
and operation. In addition, Boston Advisors is responsible for managing
each
Portfolio's temporary investments in money market instruments, as well as
making arrangements for, and managing collateral received with respect to,
the
lending of securities by each Portfolio.
6. Organized within Shearson Lehman, is the Consulting Group, which is
located
in Wilmington, Delaware. The Consulting Group serves as the investment
manager
of the Trust and the underlying Portfolios. Although the Consulting Group
has
not previously served as investment manager for a registered investment
company, it and its related division, the Consulting Services Division of
Shearson Lehman (Consulting Services), have over eighteen years of
experience
in evaluating investment advisers for individual and institutional
investors.
Together the Consulting Group and Consulting Services provide various
financial
consulting services to over 30,000 accounts, representing more than $30
billion
in client assets. Account sizes range from institutional accounts in excess
of
$1 billion to individual accounts with $100,000 minimum investments. As of
July
31, 1991, the Consulting Group rendered advisory services with respect to
assets with a value in excess of $42.7 billion.
7. Under its investment management agreement, the Consulting Group is
required
to make recommendations to the Trustees regarding (a) the investment
policies
of each Portfolio and (b) the selection and retention of certain Sub-
Advisers
which exercise investment discretion over each Portfolio./6/ In addition,
through the TRAK Program, the Consulting Group provides investors with non-
binding, generalized asset allocation recommendations
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/5/ Each Portfolio's net asset value per share is calculated by Boston
Advisors on each weekday, except on days on which the New York Stock
Exchange
(the NYSE) is closed. In general, the net asset value for securities is
determined as of the close of trading on the NYSE or a foreign exchange by
dividing the value of a Portfolio net assets by the total number of its
shares
outstanding. Typically, a Portfolio's investments are valued at market
value.
However, in the absence of a market value, Portfolio investments are valued
at
fair market value as determined by, or under the direction of, the
Trustees.
/6/ Subject to the supervision and direction of the Trustees, the
Consulting
Group was required to perform initial "due diligence" on prospective Sub-
Advisers for each Portfolio and thereafter to monitor each Sub-Adviser's
performance through qualitative and quantitative analysis as well as
through
periodic, in person, telephonic and written consultations. The Consulting
Group
is also required to communicate its performance expectations and
evaluations to
the Sub-Advisers and ultimately recommend whether a Sub-Adviser's contract
should be renewed, modified or terminated. In this regard, the Consulting
Group
is further obligated to provide written reports to the Trustees of its
evaluation and monitoring functions.
with respect to such investors' investments in the Portfolios. For example,
the
Consulting Group evaluates an investor's risk tolerances and financial
goals,
provides investment advice as to the appropriate mix of investment types
designed to balance the investor's risk tolerances as part of a long-term
investment strategy and provides the investor with advice about
implementing
its investment decisions through the Trust. However, the applicant states
that
the Consulting Group does not have any discretionary authority or control
with
respect to the allocation of an investor's assets among the Portfolios.
In the case of an IRA, a Keogh Plan or a Title I Plan, the applicant
represents that all of the Consulting Group's recommendations and
evaluations
will be presented to a Plan fiduciary which is independent of Shearson
Lehman
and will be implemented only if accepted and acted upon by such Independent
Plan Fiduciary. In the case of a Section 404(c) Plan, Shearson Lehman
represents that participants in such Plan will be presented with the
Consulting
Group's recommendations and evaluations only to the extent agreed to by
Shearson Lehman and the Plan sponsor. Shearson Lehman expects that some
sponsors of Section 404(c) Plans will elect to have the Consulting Group's
recommendations and evaluations passed-through to participants, while
others
will elect to have the Independent Plan Fiduciary responsible for selecting
the
Portfolios made available to Plan participants receive such advice./7/
8. As stated above, the Consulting Group is responsible for selecting the
Sub-
Advisers which provide discretionary advisory services with respect to the
investment of the assets of the individual Portfolios on the basis of their
"able" performance in their respective areas of expertise in asset
management.
The applicant represents that there are presently eleven Sub-
-------
/7/ If the Independent Plan Fiduciary of a Section 404(c) Plan is the
recipient of the Consulting Group's investment advice, the applicant
explains
that the Consulting Group will work with the Independent Plan Fiduciary by
identifying and drafting investment objectives, selecting investment
categories
or actual Portfolios to be offered to Plan participants. In addition to
these
services (and as described above), the applicant explains that the
Consulting
Group will provide an Independent Plan Fiduciary with a detailed investment
performance monitoring report on a quarterly basis. Furthermore, a
Financial
Consultant affiliated with Shearson Lehman will meet periodically with the
Independent Plan Fiduciary to discuss the investment performance monitoring
report.
However, if investment advisory services are provided directly to a
participant in a Section 404(c) Plan, the applicant explains (as also
described
herein above) that a Financial Consultant will provide a participant with
pre-
enrollment meetings and ongoing communications regarding the TRAK Program.
In
addition, the applicant notes that the Consulting Group will recommend long
term investment allocations to the participant and provide the participant
with
a written, quarterly performance monitoring report.
Advisers, all of which are independent of, and will remain independent of,
Shearson Lehman and/or its affiliates./8/ The Sub-Advisers are registered
investment advisers under the Investment Adviser's Act of 1940. They
maintain
their principal executive offices in the eastern and western regions of the
United States. As of June 30, 1991, the Sub-Advisers had assets under
management ranging from $62 million to $51 billion.
9. In order for a Plan to participate in the TRAK Program, Shearson Lehman
or
the Consulting Group will provide an Independent Plan Fiduciary with a copy
of
the Trust Prospectus discussing the investment objectives of the Portfolios
comprising the Trust, the policies employed to achieve these objectives,
the
corporate affiliation existing between the Consulting Group, Shearson
Lehman
and its subsidiaries and the compensation paid to such entities. In
addition,
upon written or oral request to Shearson Lehman, the Independent Plan
Fiduciary
will be given a Statement of Additional Information supplementing the
Prospectus which describes the types of securities and other instruments in
which the Portfolios may invest, the investment policies and strategies
that
the Portfolios may utilize and certain risks attendant to those
investments,
policies and strategies./9/ Further, each Plan will be given a copy of the
investment advisory agreement between the Consulting Group and such Plan
relating to participation in the TRAK Program, and upon written request to
Shearson Lehman, with a copy of the respective investment advisory
agreement
between the Consulting Group and the Sub-Advisers.
With respect to a Section 404(c) Plan, Financial Consultants affiliated
with
Shearson Lehman will explain the services offered under the TRAK Program to
eligible Section 404(c) Plan participants as well as the operation and
objectives of the Portfolios, if required by the arrangement negotiated
between
the Consulting Group and the Plan./1//0/
If accepted as a Trust investor, an Independent Plan Fiduciary will be
required by
-------
/8/ Although there are presently twelve Portfolios comprising the Trust,
there
are only eleven Sub-Advisers. One Sub-Adviser, Standish, Ayer and Wood,
Inc.
advises both the Government Money Investments Portfolio and the
Intermediate
Fixed Income Investments Portfolio.
/9/ In the case of a Section 404(c) Plan, the applicant represents that
the
Plan administrator, trustee or named fiduciary, as the recordholder of
Trust
shares, will make available the Trust's Prospectus to Section 404(c) Plan
participants. In addition, Shearson Lehman will make available to such
Independent Plan Fiduciaries sufficient quantities of Prospectuses for this
purpose, as well as provide Statements of Additional Information to any
party
upon request.
/10/ The Department is expressing no opinion as to whether the information
provided under the TRAK Program is sufficient to enable a participant to
exercise independent control over assets in his or her account as
contemplated
by section 404(c) of the Act.
B-4
Shearson Lehman to acknowledge, in writing, prior to purchasing Trust
shares
that such fiduciary has received copies of the aforementioned documents.
With
respect to a Plan that is covered by Title I of the Act (e.g., a defined
contribution plant), where investment decisions will be made by a trustee,
investment manager or a named fiduciary. Shearson Lehman will require
(except
if relying on Class PTE 77-3) that such Independent Plan Fiduciary
acknowledge
in writing receipt of such documents and represent to Shearson Lehman that
such
fiduciary is (a) independent of Shearson Lehman and its affiliates, (b)
capable
of making an independent decision regarding the investment of Plan assets
and
(c) knowledgeable with respect to the Plan in administrative matters and
funding matters related thereto, and able to make an informed decision
concerning participation in the TRAK Program.
With respect to Section 404(c) Plan, written acknowledgment of the receipt
of
such documents will be provided by the Independent Plan Fiduciary (i.e.,
the
Plan administrator, trustee or named fiduciary, as the recordholder of
Trust
shares). Such Independent Plan Fiduciary will be required to represent, in
writing, to Shearson Lehman that such fiduciary is (a) independent of
Shearson
Lehman and its affiliates and (b) knowledgeable with respect to the Plan in
administrative matters and funding matters related thereto, and able to
make an
informed decision concerning participation in the TRAK Program.
10. The books of the Trust will be audited annually by independent public
accountants selected by the Trustees and approved by the investors. All
investors will receive copies of an audited financial report no later than
60
days after the close of each Trust fiscal year. The books and financial
records
of the Trust will be open for inspection by any investor, as well as the
Department and the Service, at all times during regular business hours.
11. As noted under the TRAK Program, the Consulting Group will provide the
Independent Plan Fiduciary with asset allocation advice related to the
Portfolios. In this regard, the applicant states that the Consulting
Group's
asset allocation advice will not focus on recommendations that a Plan's
assets
be allocated to a specific Portfolio. Rather, the applicant represents that
the
Consulting Group will recommend only that Plan assets be allocated among
particular types of Portfolios (e.g., Growth, Fixed Income, etc.)
After the selection of specific Portfolios by an Independent Plan
Fiduciary,
the Consulting Group will continue to render general Portfolio-Type
selection
advice to Plans or Plan fiduciaries relating to asset allocations among the
selected Portfolios. However, in the case of a Section 404(c) Plan in which
at
least three to five Portfolios may be selected by the Plan sponsor, the
Consulting Group's initial asset allocation advice will be limited to the
suggested Portfolio-Types offered under the Plan. The Consulting Group may
also
work with the Independent Plan Fiduciary to identify and draft investment
objectives, select investment categories or actual Portfolios to be offered
to
Plan participants, if such fiduciary is the recipient of the Consulting
Group's
asset allocation advice, or recommend appropriate long-term investment
allocations to an individual participant, if the participant receives such
advice.
12. The Consulting Group will also identify a Plan's risk tolerances and
investment objectives, the performance of each Portfolio in which assets
are
invested, and recommend, in writing, an appropriate allocation of assets
among
the Portfolio-Types that conform to these tolerances and objectives. The
Consulting Group will not have the authority to implement its advice or
recommendations and will not participate in the deliberations regarding the
decision by an investor of whether or not to act upon such advice. As noted
earlier, the applicant represents that the decision of a Plan to invest in
the
TRAK Program will be made by an unrelated Plan fiduciary acting on the
basis of
his or her own investigation into the advisability of participating in the
TRAK
Program.
13. The Consulting Group will provide, at least quarterly, monitoring
reports
to a Title I, IRA or Keogh Plan containing an analysis and evaluation of
the
Plan's account to ascertain whether the investor's objectives are being met
and
recommending, when appropriate, changes in the allocation among the
Portfolios.
If required by the arrangement negotiated with the Independent Plan
Fiduciary,
the Consulting Group will provide an Independent Plan Fiduciary of a
Section
404(c) Plan with a written, detailed investment performance monitoring
report,
that will contain Plan level asset allocations showing the performance of
the
Plan's investment vehicles and the performance of relevant indices for
evaluating the performance of each Portfolio, a Plan cash flow analysis and
annualized risk adjusted rates of return for Plan investment vehicles. Such
report will be provided on a quarterly basis.
In addition, to the extent required by the arrangement negotiated with the
Consulting Group, a Section 404(c) Plan participant will receive a written,
quarterly performance monitoring report with his or her quarterly benefit
statement which includes the investment performance of the Portfolios, the
investment performance for the participant's account, and specifies market
commentary and toll-free numbers for such participant to call Shearson
Lehman
in order to obtain more information about the TRAK Program or to amend the
participant's investment allocations. Further, if required by such
arrangement,
a Financial Consultant will meet periodically with an Independent Plan
Fiduciary of a Section 404(c) Plan to review and discuss the investment
performance monitoring report. The Financial Consultant may also meet
periodically with an eligible participant to review the performance of the
participant's account. The applicant notes that this intermittent contact
will
not prevent the participant from contacting the Financial Consultant at any
time to inquire about his or her participation in the TRAK Program.
Finally, on a quarterly and annual basis, the Consulting Group will
provide
written disclosures to all Plans with respect to (1) the percentage of each
Trust Portfolio's brokerage commissions that are paid to Shearson Lehman
and
its affiliates and (2) the average brokerage commission per share paid by
each
Portfolio to Shearson Lehman as compared to the average brokerage
commission
per share paid by each Portfolio to brokers other than Shearson Lehman and
its
affiliates, both expressed as cents per share.
14. Shares of a Portfolio will be redeemed by Shearson Lehman, at no
charge,
and generally on a daily basis (weekends and holidays excepted) when the
Portfolio calculates its net asset value. Redemption requests received in
proper form prior to the close of trading on the NYSE will be affected at
the
net asset value per share determined on that day. Redemption requests
received
after the close of regular trading on the NYSE will be effected at the net
asset value at the close of business of the next day, except on weekends or
holidays when the NYSE is closed. A Portfolio is required to transmit
redemption proceeds for credit to an investor's account with Shearson
Lehman or
to an "introducing" broker/1//1/ within 7 days after receipt of the
redemption
request. In the case of an IRA or Keogh Plan investor, Shearson Lehman will
not
hold redemption proceeds as free credit balances and will, in the absence
of
receiving investment instructions, place all such assets in
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/11/ According to the applicant, Shearson Lehman provides clearance,
settlement
and other back office services to other broker-dealers. The applicant notes
that
Shearson Lehman may also provide confirmations and account statements to
clients
of brokers who have "introduced" clients to Shearson Lehman such as The
Robinson
Humphrey Company, Inc. a wholly-owned broker-dealer subsidiary of Shearson
Lehman.
B-5
a money market fund that is not affiliated with Shearson Lehman. In the
case of
Plans that are covered by title I of the Act, the redemption proceeds will
be
invested by Shearson Lehman in accordance with the investment directions of
the
Independent Plan Fiduciary responsible for the management of the Plan's
assets.
With respect to a Section 404(c) Plan, the treatment of such investment
assets
will depend upon the arrangement for participant investment instructions
selected by the Plan sponsor./1//2/ In the event that the Independent Plan
Fiduciary does not give other investment directions, such assets will be
swept
weekly into a money market fund that is not affiliated with Shearson Lehman
for
the benefit of the Plan.
Due to the high costs of maintaining small accounts, the Trust may also
redeem
an account having a current value of $7,500 or less, after the investor has
been given at least 30 days in which to increase the account balance to
more
than the $7,500 amount. Proceeds of an involuntary redemption will be
deposited
in the investor's brokerage account unless Shearson Lehman is otherwise
instructed.
15. Shares of a Portfolio may be exchanged by an investor with another
investor in the TRAK Program without payment of any exchange fee for shares
of
another Portfolio at their respective net asset values. However, Portfolio
shares are not exchangeable with shares of other funds within the Shearson
Lehman Group of funds or portfolio families.
16. With respect to brokerage transactions that are entered into under the
TRAK Program for a Portfolio, such transactions may be executed through
Shearson-Lehman and other affiliated broker-dealers, if in the judgment of
the
Sub-Adviser, the use of such broker-dealer is likely to result in price and
execution at least as favorable, and at a commission charge at least as
comparable to those of other qualified broker-dealers. In addition,
Shearson
Lehman may not execute transactions for a Portfolio on the floor of any
national securities exchange but it may effect transactions by transmitting
orders to other brokers for execution. In this regard, Shearson Lehman is
required to pay fees charged by those persons performing the floor
brokerage
-------
/12/ Shearson Lehman explains that, under one alternative, Plan
participants
who give instructions to redeem shares of a Portfolio must give
corresponding
instructions to reinvest proceeds in another investment vehicle made
available
under the Plan, thus ensuring that a participant's investment assets are
continually invested. Under a second alternative which is described above,
Shearson Lehman represents that participants will not be required to give
corresponding instructions and all investment assets for which no
investment
instructions have been given will be swept into a money market fund that is
not
affiliated with Shearson Lehman. In this regard, the Department is
expressing
no opinion regarding whether any of the arrangements described above comply
with the requirements of section 404(c) of the Act.
elements out of the brokerage compensation it receives from a Portfolio.
17. Each Portfolio bears its own expenses, which generally include all
costs
that are not specifically borne by the Consulting Group, the Sub-Advisers
or
Boston Advisors. Included among a Portfolio's expenses are costs incurred
in
connection with the Portfolio's organization, investment management and
administration fees, fees for necessary professional and brokerage
services,
fees for any pricing service, the costs of regulatory compliance and costs
associated with maintaining the Trust's legal existence and shareholder
relations. No Portfolio, however, will impose sales charges on purchases,
reinvested dividends, deferred sales charges, redemption fees, nor will any
Portfolio incur distribution expenses.
18. The total fees that are paid to the Consulting Group and its
affiliates
will constitute no more than reasonable compensation. In this regard, for
its
asset allocation and related services, the Consulting Group charges an
investor
a quarterly investment advisory fee. This "outside fee" is negotiated
between
the Consulting Group and the investor and it varies up to an annual maximum
of
1.50 percent of the net asset value of the investor's Trust shares computed
each quarter based on the value determined on the last calendar day of the
previous calendar quarter. The outside fee is charged directly to an
investor
and it is not affected by the allocation of assets among the Portfolios nor
by
whether an investor follows or ignores the Consulting Group's advice./1//3/
For
Plan investors, the outside fee for a calendar quarter will be reduced by
an
amount equal to, for all Portfolios in which Plan assets are invested (a)
the
value of Plan assets invested in a Portfolio on the last calendar day of
the
previous calendar quarter (or the value of an initial investment in the
Portfolio, as of the day such initial investment is made during the
calendar
quarter) multiplied by (b) a reduction factor (the Reduction Factor) which
is
described in below, multiplied by (c) a fraction, the numerator of which is
the
number of days in the period for which the outside fee is being assessed
and
the denominator of which is the actual number of days in the calendar year
of
which that period is a part. For subsequent investments or redemptions
aggregating to more than $5,000, the pro-rated fee for credit
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/13/ The applicant represents that the outside fee is not imposed on
accounts of employees of American Express and its subsidiaries, including
Shearson Lehman, accounts of their immediate families and IRAs and certain
employee pension benefit plans for these persons. The applicant states that
this fee is waived to encourage employees to invest in Shearson Lehman.
With
respect to IRAs or Plans maintained by Shearson Lehman and its affiliates,
the
applicant asserts that such waiver would be required by PTE 77-3.
for the balance of the quarter will be calculated on the basis of the net
percentage of the outside fee paid for the quarter during which the
subsequent
investment or redemption is made.
In addition, for investment management and related services provided to
the
Trust, the Consulting Group is paid, from each Portfolio, a management fee
which computed daily and paid monthly at an annual rate ranging from .15
percent to .70 percent of the value of the Portfolio's average daily net
assets
depending upon the Portfolio's objective. From these management fees, the
Consulting Group compensates the Sub-Adviser. This "inside fee," which is
the
difference between the individual Portfolio's total management fee and the
fee
paid by the Consulting Group to the Sub-Adviser, varies from 20 to 30 basis
points depending on the Portfolio (except for the Government Money
Investments
Portfolio which, for competitive purposes, pays a management fee equal to
the
Sub-Adviser's fee). Each Portfolio also pays Boston Advisors a management
fee
that is computed daily and paid monthly for the services it performs as
administrator to the Trust at an annual fixed rate of .20 percent of the
value
of the Portfolio's average daily net assets. Such fee is also included in
the
total management fee.
The management fees that are paid at the Portfolio level to Boston
Advisors,
the Consulting Group and the Sub-Advisers are set forth in the table below.
For
purposes of the table, Boston Advisors is referred to as "BA", the
Consulting
Group as "CG" and the Sub-Advisers as "SA." As noted in the table, the sum
of
the management fees paid by a Portfolio to Boston Advisors plus the fees
retained by the Consulting Group and the Sub-Advisers equals the total
management fee paid by that Portfolio.
B-6
<TABLE>
---------------------------------------------------------------------------
-----
<CAPTION>
TOTAL TOTAL FEE SA RETAINED CG
RETAINED
MANAGE- BA FEE SA/CG FEE
FEE
PORTFOLIO MENT FEE (PERCENT) (PERCENT) (PERCENT)
(PERCENT)
---------------------------------------------------------------------------
-----
<S> <C> <C> <C> <C> <C>
Government Money Invest-
ments..................... 0.35 0.20 0.15 0.15
0.00
Intermediate Fixed Income
Investments............... .60 .20 .40 .20
.20
Total Return Fixed Income
Investments............... .60 .20 .40 .20
.20
Municipal Bond Invest-
ments..................... .60 .20 .40 .20
.20
Mortgage Backed Invest-
ments..................... .70 .20 .50 .25
.25
Balanced Investments...... .80 .20 .60 .30
.30
Large Capitalization Value
Equity Investments........ .80 .20 .60 .30
.30
Large Capitalization
Growth Investments........ .80 .20 .60 .30
.30
Small Capitalization Value
Equity Investments........ .80 .20 .60 .30
.30
Small Capitalization
Growth Investments........ .80 .20 .60 .30
.30
International Equity In-
vestments................. .90 .20 .70 .40
.30
International Fixed Income
Investments............... .70 .20 .50 .25
.25
---------------------------------------------------------------------------
-----
</TABLE>
Shearson Lehman proposes to offset, quarterly, against the outside fee
such
amount as is necessary to assure that the Consulting Group retains no more
than
20 basis points from any Portfolio on investment of assets attributable to
any
Plan./14/ In this way, the aggregate of the inside fees and the outside
fees
retained by the Consulting Group will remain constant regardless of the
distribution of a Plan's assets among the Portfolio.
Shearson Lehman has developed the following example to demonstrate how the
fee
offset mechanism would work:
Assume that as of March 31, 1992, the average daily value of Trust
Portfolio
shares held by a Plan investor was $1,000. Investment assets attributable
to
the Plan were distributed among five Trust Portfolios: (1) Government Money
Investments in which the Plan made a $50 investment and from which the
Consulting Group would not retain an inside fee; (2) Total Return Fixed
Income
investments in which the Plan made a $200 investment and the Consulting
Group
would retain an inside fee of .20 percent; (3) Small Capitalization Growth
Investments in which the Plan made a $250 investment and the Consulting
Group
would be entitled to receive an inside fee of .30 percent; (4) Large
Capitalization Growth Investments in which the Plan made a $250 investment
and
the Consulting Group would retain an inside fee of .30 percent; and (5)
International Equity Investments in which the Plan made a $250 investment
and
the Consulting Group would be entitled to receive an inside fee of .30
percent.
Assume that the Plan investor pays the maximum annual outside fee of 1.50
percent so that the total outside fee for the calendar quarter April 1
through
June 30, prior to the
-------
/14/ Shearson Lehman asserts that it chose 20 basis points as the maximum
net fee retained for management services rendered to the Portfolios because
this amount represents the lowest percentage management fee charged by
Shearson
Lehman among the Portfolios (excluding the Government Money Investments
Portfolio for which Shearson Lehman charges no management fee).
fee offset would be ($1,000) 1.50% (.25)=$3.75.
Under the proposed fee offset, the outside fee charged to the Plan must be
reduced by a Reduction Factor to ensure that the Consulting Group retains
an
inside fee of no more than .20% from each of the Portfolios on investment
assets attributable to the Plan. The following table shows the Reduction
Factor
as applied to each of the Portfolios comprising the Trust:
---------------------------------------------------------------------------
-----
<TABLE>
<CAPTION>
CG
REDUC-
RETAINED FEE
TION
FEE OFFSET
FACTOR
(PER- (PER-
(PER-
PORTFOLIO CENT) CENT)
CENT)
---------------------------------------------------------------------------
-----
<S> <C> <C>
<C>
Government Money Investments............................. 0.00 0.20
0.00
Intermediate Fixed Income Investments.................... .20 .20
.00
Total Return Fixed Income Investments.................... .20 .20
.00
Municipal Bond Investments............................... .20 .20
.00
Mortgage Backed Investments.............................. .25 .20
.05
Balanced Investments..................................... .30 .20
.10
Large Capitalization Value Equity Investments............ .30 .20
.10
Large Capitalization Growth Investments.................. .30 .20
.10
Small Capitalization Value Equity Investments............ .30 .20
.10
Small Capitalization Growth Investments.................. .30 .20
.10
International Equity Investments......................... .30 .20
.10
International Fixed Income Investments................... .25 .20
.05
---------------------------------------------------------------------------
-----
</TABLE>
Under the proposed fee offset, a Reduction Factor of .10% is applied
against
the quarterly outside fee with respect to the value of Plan assets that
have
been invested in Portfolios (3), (4) and (5) only. As noted above
Portfolios
(1) and (2) do not involve a Reduction Factor because the fee retained by
the
Consulting Group for these Portfolios does not exceed 20 basis points.
Therefore, the quarterly offset for the plan investor is computed as
follows:
(.25) [($250) .10%+($250) .10%+($250) .10%]=$0.1875.
In the foregoing example, the Plan investor, like all other investors in
the
TRAK Program, would receive a statement for its TRAK account on or about
April
15, 1992. This statement would show the outside fee to be charged for the
calendar quarter April 1, through June 30 (i.e., $3.75-$0.1875=$3.5625).
The
Plan investor would be asked to pay the outside fee for that quarter by May
3,
1992 (i.e., the third day of the second month of the calendar quarter). If
the
outside fee were not paid by that date, Shearson Lehman would debit the
account
of the Plan investor (as with other investors) for the amount of the
outside
fee (pursuant to the authorization contained in the TRAK Investment
Advisory
Agreement, and as described in the Statement of Additional Information
appended
to the Prospectus)./15/
Because the Consulting Group will retain no inside fee with respect to
assets
invested in the
-------
/15/ The applicant explains that the foregoing example illustrates the
fact
that the outside fee and the fee offset are computed contemporaneously and
that
Plan investors will get the benefit of the fee offset contemporaneously
upon
the payment of the outside fee. Because the inside fee is paid monthly and
the
fee offset is computed quarterly, the applicant also explains that Shearson
Lehman does not receive the benefit of a "float" as a result of such
calculations because the fee offset will always be realized no later than
the
time that the outside fee is paid (i.e., on or about the third day of the
second month of the calendar quarter). Since the inside fee is paid at the
end
of each calendar month, the applicant further explains that Plan investors
will
realize the full benefit of the offset before the time that the inside fee
is
paid for the second and third months of the calendar quarter.
B-7
Government Money Investment Portfolio, Shearson Lehman notes that a
potential
conflict may exist by reason of the variance in net inside fees among the
Government Money Investments Portfolio and the other Portfolios. Shearson
Lehman also recognizes that this factor could result in the Consulting
Group's
recommendation of a higher-fee generating Portfolio-Type to an investing
Plan.
To address this potential conflict, Shearson Lehman will disclose to all
participants in the TRAK Program that the Consulting Group will retain no
inside fee for assets invested in the Government Money Investments
Portfolio.
19. In summary, it is represented that the proposed transactions will meet
the
statutory criteria for an exemption under section 408(a) of the Act
because:
(a) The investment of a Plan's assets in the TRAK Program will be made and
approved by a Plan fiduciary which is independent of Shearson Lehman and
its
affiliates such that Independent Plan Fiduciaries will maintain complete
discretion with respect to participating in the TRAK Program; (b)
Independent
Plan Fiduciaries will have an opportunity to redeem their shares in the
Trust
in such fiduciaries' individual discretion; (c) no Plan will pay a fee or
commission by reason of the acquisition or redemption of shares in the
Trust;
(d) prior to making an investment in TRAK, each Independent Plan Fiduciary
will
receive offering materials and disclosures from either Shearson Lehman or
the
Consulting Group which disclose all material facts concerning the purpose,
structure, operation and investment in the TRAK Program; (e) the Consulting
Group will provide written documentation to an Independent Plan Fiduciary
of
its recommendations or evaluations, including the reasons and objective
criteria forming the basis for such recommendations or evaluations; (f) any
sub-Adviser that is appointed by the Consulting Group to exercise
investment
discretion over a Portfolio will always be independent of Shearson Lehman
and
its affiliates; (g) the annual investment advisory fee that is paid by a
Plan
to the Consulting Group for investment advisory services rendered to such
Plan
will be offset by such amount as is necessary to assure that the Consulting
Group retains no more than 20 basis points from any Portfolio on investment
assets attributable to the Plan investor; (h) the Consulting Group or
Shearson
Lehman will make periodic written disclosures to participating Plans with
respect to the financial condition of the TRAK Program, the total fees that
it
and its affiliates will receive from such Plan investors and the value of
the
Plan's interest in the TRAK Program; and (i) on a quarterly and annual
basis,
the Consulting Group will provide written disclosures to all Plans with
respect
to (1) the percentage of each Trust Portfolio's brokerage commissions that
are
paid to Shearson Lehman and its affiliates and (2) the average brokerage
commission per share paid by each Portfolio to Shearson Lehman as compared
to
the average brokerage commission per share paid by each Portfolio to
brokers
other than Shearson Lehman and its affiliates, both expressed as cents per
share.
FOR FURTHER INFORMATION CONTACT:
Ms. Jan D. Broady of the Department, telephone (202) 523-8881. (This is not
a
toll-free number.)
GENERAL INFORMATION
The attention of interested persons is directed to the following:
(1) The fact that a transaction is the subject of an exemption under
section
408(a) of the Act and/or section 4975(c)(20) of the Code does not relieve a
fiduciary or other party in interest of disqualified person from certain
other
provisions of the Act and/or the Code, including any prohibited transaction
provisions to which the exemption does not apply and the general fiduciary
responsibility provisions of section 404 of the Act, which among other
things
require a fiduciary to discharge his duties respecting the plan solely in
the
interest of the participants and beneficiaries of the plan and in a prudent
fashion in accordance with section 404(a)(1)(b) of the act, nor does it
affect
the requirement of section 401(a) of the Code that the plan must operate
for
the exclusive benefit of the employees of the employer maintaining the plan
and
their beneficiaries;
(2) Before an exemption may be granted under section 408(a) of the Act
and/or
section 4975(c)(2) of the Code, the Department must find that the exemption
is
administratively feasible, in the interests of the plan and of its
participants
and beneficiaries and protective of the rights of participants and
beneficiaries of the plan;
(3) The proposed exemptions, if granted, will be supplemental to, and not
in
derogation of, any other provisions of the Act and/or the
Code, including statutory or administrative exemptions and transitional
rules.
Furthermore, the fact that a transaction is subject to an administrative or
statutory exemption is not dispositive of whether the transaction is in
fact a
prohibited transaction; and
(4) The proposed exemptions, if granted, will be subject to the express
condition that the material facts and representations contained in each
application are true and complete, and that each application accurately
describes all material terms of the transaction which is the subject to the
exemption.
Signed at Washington, DC, this 31st day of March 1992.
Ivan Strasfeld,
Director of Exemption Determinations, Pension and Welfare Benefits
Administration, U.S. Department of Labor.
(FR Doc. 92-7712 Filed 4-2-92; 8:45 am)
BILLING CODE 4510-29-M
FINAL EXEMPTION
SHEARSON LEHMAN BROTHERS, INC. (SHEARSON LEHMAN), LOCATED IN NEW YORK, NY
[Prohibited Transaction Exemption 92-77; Exemption Application No. D-8723]
EXEMPTION
Section I. Converted Transactions
The restrictions of section 406(a) of the Act and the sanctions resulting
from
the application of section 4975 of the Code, by reason of section
4975(c)(1)
(A) through (D) shall not apply to the proposed purchase or redemption of
shares by an employee benefit plan, an individual retirement account (the
IRA)
or a retirement plan for a self-employed individual (the Keogh Plan;
collectively, the Plans) in the Shearson Lehman-established Trust for TRAK
Investments (the Trust) in connection with such Plans' participation in the
TRAK Personalized Investment Advisory Service (the TRAK Program). In
addition,
the restrictions of section 406 (b)(1) and (b)(2) of the Act and the
sanctions
resulting from the application of section 4975 of the Code by reason of
section
4975(c)(1)(E) shall not apply to the provision, by the Consulting Group
Division of Shearson Lehman (the Consulting Group), of investment advisory
services to an independent fiduciary of a participating Plan (the
Independent
Plan Fiduciary) which may result in such fiduciary's selection of a
portfolio
grouping (the Portfolio-Type) in the TRAK Program for the investment of
Plan
assets.
This exemption is subject to the following conditions that are set forth
below
in section II.
Section II. General Conditions
(1) The participation of Plans in the TRAK Program will be approved by an
Independent Plan Fiduciary. For purposes of this requirement, an employee,
officer or director of Shearson Lehman and/or its affiliates covered by an
IRA
not subject to title I of the Act will be considered an Independent Plan
Fiduciary with respect to such IRA.
B-8
(2) The total fees paid to the Consulting Group and its affiliates will
constitute no more than reasonable compensation.
(3) No Plan will pay a fee or commission by reason of the acquisition or
redemption of shares in the Trust.
(4) The terms of each purchase or redemption of Trust shares shall remain
at
least as favorable to an investing Plan as those obtainable in an arm's
length
transaction with an unrelated party.
(5) The Consulting Group will provide written documentation to an
Independent
Plan Fiduciary of its recommendations or evaluations based upon objective
criteria.
(6) Any recommendation or evaluation made by the Consulting Group to an
Independent Plan Fiduciary will be implemented only at the express
direction of
such independent fiduciary.
(7) The Consulting Group will generally give investment advice to an
Independent Plan Fiduciary with respect to Portfolio-Types. However, in the
case of a Plan providing for participant-directed investments (the Section
404(c) Plan), the Consulting Group will provide investment advice that is
limited to the Portfolios made available under the Plan.
(8) Any sub-adviser (the Sub-Adviser) that acts for the Trust to exercise
investment discretion over a Portfolio will be independent of Shearson
Lehman
and its affiliates.
(9) Immediately following the acquisition by a Portfolio of any securities
that are issued by Shearson Lehman and/or its affiliates, the percentage of
that Portfolio's net assets invested in such securities will not exceed one
percent.
(10) The quarterly investment advisory fee that is paid by a Plan to the
Consulting Group for investment advisory services rendered to such Plan
will be
offset by such amount as is necessary to assure that the Consulting Group
retains no more than 20 basis points from any Portfolio which contains
investments attributable to the Plan investor.
(11) The Consulting Group will not retain an investment advisory or
management
fee from the Government Money Investments Portfolio.
(12) With respect to its participation in the TRAK Program prior to
purchasing
Trust shares
(a) Each Plan will receive the following written or oral disclosures from
the
Consulting Group:
(1) A copy of the prospectus (The Prospectus) for the Trust discussing the
investment objectives of the Portfolios comprising the Trust, the policies
employed to achieve these objectives, the corporate affiliation existing
between the Consulting Group, Shearson Lehman and its subsidiaries and the
compensation paid to such entities.
(2) Upon written or oral request to Shearson Lehman, a Statement of
Additional
Information supplementing the Prospectus which describes the types of
securities and other instruments in which the Portfolios may invest, the
investment policies and strategies that the Portfolios may utilize and
certain
risks attendant to those investments, policies and strategies.
(3) A copy of the investment advisory agreement between the Consulting
Group
and such Plan relating to participation in the TRAK Program.
(4) Upon written request of Shearson Lehman, copy of the respective
investment
advisory agreement between the Consulting Group and the Sub-Advisers.
(5) In the case of a Section 404(c) Plan, if required by the arrangement
negotiated between the Consulting Group and the Plan, an explanation by a
Shearson Lehman Financial Consultant (the Financial Consultant) to eligible
participants in such Plan, of the services offered under the TRAK Program
and
the operation and objectives of the Portfolios.
(b) If accepted as an investor in the TRAK Program, an Independent Plan
Fiduciary of an IRA or Keogh Plan, will be required to acknowledge, in
writing,
prior to purchasing Trust shares that such fiduciary has received copies of
such documents.
(c) With respect to a Section 404(c) Plan, written acknowledgement of the
receipt of such documents will be provided by the Independent Plan
Fiduciary
(i.e., the Plan administrator, trustee or named fiduciary, as the
recordholder
of Trust shares). Such Independent Plan Fiduciary will be required to
represent
in writing to Shearson Lehman that such fiduciary is (1) independent of
Shearson Lehman and its affiliates and (2) knowledgeable with respect to
the
Plan in administrative matters and funding matters related thereto, and
able to
make an informed decision concerning participation in the TRAK Program.
(d) With respect to a Plan that is covered under Title 1 of the Act, where
investment decisions are made by a trustee, investment manager or named
fiduciary, and Independent Plan Fiduciary will be required to acknowledge,
in
writing, receipt of such documents and represent to Shearson Lehman that
such
fiduciary is (1) independent of Shearson Lehman and its affiliates, (2)
capable
of making an independent decision regarding the investment of Plan assets
and
(3) knowledgeable with respect to the Plan in administrative matters and
funding matters related thereto, and able to make an informed decision
concerning participation in the TRAK Program.
(13) Each Plan will receive the following: written or oral disclosures
with
respect to its ongoing participation in the TRAK Program;
(a) The Trust's semi-annual and annual report which will include financial
statements for the Trust and investment management fees paid by each
Portfolio.
(b) A written quarterly monitoring report containing an analysis and an
evaluation of a Plan investor's account to ascertain whether the Plan's
investment objectives have been met and recommending, if required, changes
in
Portfolio allocations.
(c) If required by the arrangement negotiated between the Consulting Group
and
a Section 404(c) Plan, a quarterly, detailed investment performance
monitoring
report, in writing, provided to an Independent Plan Fiduciary of such Plan
showing Plan level asset allocations. Plan cash flow analysis and
annualized
risk adjusted rates of return for Plan investments. In addition, if
required by
such arrangement, Financial Consultants will meet periodically with
Independent
Plan Fiduciaries of Section 404(c) Plans to discuss the performance
monitoring
report as well as with eligible participants to review their accounts'
performance.
(d) If required by the arrangement negotiated between the Consulting Group
and
a Section 404(c) Plan, a quarterly participant performance monitoring
report
provided to a Plan participant which accompanies the participant's benefit
statement and describes the investment performance of the Portfolios, the
investment performance of the participant's individual investment in the
TRAK
Program, and gives market commentary and toll-free numbers that will enable
the
participant to obtain more information about the TRAK Program or to amend
his
or her investment allocations.
(e) On a quarterly and annual basis, written disclosures to all Plans of
the
(1) percentage of each Portfolio's brokerage commissions that are paid to
Shearson Lehman and its affiliates and (2) the average brokerage commission
per
share paid by each Portfolio to Shearson Lehman and its affiliates, as
compared
to the average brokerage commission per share paid by the Trust to brokers
other than Shearson Lehman and its affiliates, both expressed as cents per
share.
(14) Shearson Lehman shall maintain, for a period of six years, the
records
necessary to enable the persons described in paragraph (10) of this section
to
determine whether the conditions of this exemption have been met, except
that
(a) a prohibited transaction will not
B-9
be considered to have occurred if, due to circumstances beyond the control
of
Shearson Lehman and/or its affiliates, the records are lost or destroyed
prior
to the end of the six year period, and (b) no party in interest other than
Shearson Lehman shall be subject to the civil penalty that may be assessed
under section 502(i) of the Act, or to the taxes imposed by section 4975
(a)
and (b) of the Code, if the records are not maintained, or are not
available
for examination as required by paragraph (15) below.
(15) (a) Except as provided in section (b) of this paragraph and
notwithstanding any provisions of subsections (a)(2) and (b) of section 504
of
the Act, the records referred to in paragraph (14) of this section shall be
unconditionally available at their customary location during normal
business
hours by:
(1) Any duly authorized employee or representative of the Department or
the
Internal Revenue Service (the Service);
(2) Any fiduciary of a participating Plan or any duly authorized
representative of such fiduciary;
(3) Any contributing employer to any participating Plan or any duly
authorized
employee representative of such employer; and
(4) Any participant or beneficiary of any participating Plan, or any duly
authorized representative of such participant or beneficiary.
(b) None of the persons described above in subparagraphs (2)-(4) of this
paragraph (15) shall be authorized to examine the trade secrets of Shearson
Lehman or commercial or financial information which is privileged or
confidential.
Section III. Definitions
For purposes of this exemption:
(1) An "affiliate" of Shearson Lehman includes--
(a) Any person directly or indirectly through one or more intermediaries,
controlling, controlled by, or under common control with Shearson Lehman.
(For
purposes of this subsection, the term "control" means the power to exercise
a
controlling influence over the management or policies of a person other
than an
individual.)
(b) Any officer, director or partner in such person, and
(c) Any corporation or partnership of which such person is an officer,
director or a 5 percent partner or owner.
(2) An "Independent Plan Fiduciary" is a Plan fiduciary which is
independent
of Shearson Lehman and its affiliates and is either
(a) A Plan administrator, trustee or named fiduciary, as the recordholder
of
Trust shares of a Section 404(c) Plan,
(b) A participant in a Keogh Plan,
(c) An individual covered under a self-directed IRA which invests in Trust
shares, or
(d) A trustee, investment manager or named fiduciary responsible for
investment decisions in the case of a title I Plan that does not permit
individual direction as contemplated by Section 404(c) of the Act.
For a more complete statement of the facts and representations supporting
the
Department's decision to grant this exemption, refer to the notice of
proposed
exemption (the Notice) published on April 3, 1992 at 57 FR 11514.
EFFECTIVE DATE: This exemption is effective as of April 3, 1992.
WRITTEN COMMENTS
The Department received one comment letter with respect to the Notice and
no
requests for a public hearing. The letter, which was submitted by Shearson
Lehman, addresses certain clarifications to the Notice, including
clarifications to the General Conditions and the Summary of Facts and
Representations. Discussed below are the changes suggested by Shearson
Lehman
and the Department's responses thereto. In addition, the Department has
made
several clarifying changes to the final exemption which are also discussed
below.
With respect to the General Conditions that are set forth in Section II of
the
Notice. Shearson Lehman wishes to make several clarifications. In this
regard,
Shearson Lehman notes that, in general, in the case of IRAs that are
maintained
by employees of Shearson Lehman or its affiliates, such employees should be
considered "Independent Plan Fiduciaries." In addition, Shearson Lehman
requests that Condition (1) should read as follows in order that it will
conform to the other General Conditions:
The participation of plans in the TRAK Program will be approved by an
Independent Plan Fiduciary.
To clarify that Sub-Advisers act for the Trust after having been approved
by
the Trust in accordance with the terms of section 15(a) and (c) of the
Investment Company Act of 1940, as amended (the 1940 Act), or any exemption
granted by the Securities and Exchange Commission, Shearson Lehman
recommends
that Condition (8) of the General Conditions be modified to read as
follows:
Any sub-adviser (the Sub-Adviser) that acts for the Trust to exercise
investment discretion over a Portfolio will be independent of Shearson
Lehman
and its affiliates.
In the case of a Plan covering one or more employees of the Plan sponsor
(such
as a Section 404(c) Plan), Shearson Lehman notes that Condition (10)
requires
only that the investment advisory fee paid by the Plan be offset in the
manner
described in the condition (i.e., the offset will be determined based on
the
aggregate investment of the Plan accounts). Shearson Lehman represents that
it
does not have control over how the Plan, for internal expenses, allocates
the
offset among individual accounts. As long as the fee is offset at the Plan
level, Shearson Lehman represents that it cannot be construed to have any
economic incentive to provide investment allocation advice favoring one
Portfolio over another.
Shearson Lehman observes that several of the General Conditions refer to
"Shearson Lehman and its affiliates" but the Notice does not define the
term
"affiliate." After giving due consideration to this comment, the Department
has
determined to add a new Section III to the exemption titled "Definitions"
in
which the terms "affiliate," and "Independent Plan Fiduciary" are defined
as
follows:
An "affiliate" of Shearson Lehman includes (a) any person directly or
indirectly through one or more intermediaries, controlling, controlled by,
or
under common control with Shearson Lehman (For purposes of this subsection,
the
term "control" means the power to exercise a controlling influence over the
management of policies of a person other than an individual.) (b) any
officer,
director or partner in such person, and (c) any corporation or partnership
of
which such person is an officer, director or a 5 percent partner or owner.
An "Independent Plan Fiduciary" is a Plan fiduciary which is independent
of
Shearson Lehman and its affiliates and is either (a) a Plan administrator,
trustee or named fiduciary, as the recordholder of Trust shares of a
Section
404(c) Plan, (b) a participant in a Keogh Plan, (c) an individual covered
under
a self-directed IRA which invests in Trust shares, or (d) a trustee,
investment
manager or named fiduciary responsible for investment decisions in the case
of
a Title I Plan that does not permit individual direction as contemplated by
section 404(c) of the Act.
With respect to modifications to the Summary of Facts and Representations,
Shearson Lehman represents that the first paragraph of Item 1 of the Notice
which was based on the application for exemption confuses the descriptions
of
Shearson Holdings, Shearson Lehman and Shearson Lehman Brothers.
Accordingly,
Shearson Lehman requests that the third, fourth and fifth sentences of that
paragraph be amended to read as follows:
B-10
Shearson Holdings conducts its principal businesses through two divisions
of
Shearson Lehman--Shearson Lehman Brothers and Lehman Brothers. Shearson
Lehman
Brothers is responsible for individual investor services and asset
management
while Lehman Brothers is responsible for securities underwriting, financial
advisory, investment and merchant banking services and securities and
commodities trading as principal and agent. Shearson Lehman is a member of
all
principal securities and commodities exchanges in the United States and the
National Association of Securities Dealers, Inc.
Shearson Lehman also wishes to update the second sentence of the second
paragraph under Item 2 of the Notice by noting that the Balanced
Investments
Portfolio is expected to be offered in July 1992 at an initial per share
value
of $8.00.
In order that Footnote 1 of the Notice more closely tracks the language of
Condition (9). Shearson Lehman suggests the following modification:
Because a Portfolio is not precluded from investing in securities that are
issued by Shearson Lehman or its affiliates. Shearson Lehman represents
that,
as a limitation, immediately following the acquisition by a Portfolio of
any
securities that are issued by Shearson Lehman and/or its affiliates, the
percentage of that Portfolio's net assets invested in such securities will
not
exceed one percent.
Since Shearson Lehman cannot assure that Section 404(c) Plans
participating in
the TRAK Program will pass through voting rights to participants on a pro
rata
basis, it recommends that the second paragraph of Footnote 2 of the Notice
be
amended to read as follows:
In the case of individual account plans such as Section 404(c) Plans,
Shearson
Lehman believes that most Plans will pass-through the vote to participants
on a
pro rata basis.
Shearson Lehman also represents that it may serve as prototype sponsor for
Plans participating in the TRAK Program. Therefore, the third sentence of
the
second paragraph under Item 3 of the Notice should be amended by adding the
following language:
Accordingly, Shearson Lehman has requested prospective exemptive relief
from
the Department with respect to the purchase and redemption of shares in the
Trust by participating Plans which it does not sponsor (other than only as
prototype sponsor) of have discretionary investment authority over the
Plan's
assets which would be invested in Trust shares.
To clarify that Plans for which Shearson Lehman has a pre-existing
relationship will be able to participate in TRAK, Shearson Lehman asks that
the
second sentence of Footnote 4 be amended to read as follows:
The applicant further represents that although the exemptive relief
proposed
above would not permit Shearson Lehman or an affiliate, while serving as a
Plan
fiduciary with discretionary authority over the management of a Plan's
assets,
to invest in Trust shares those assets over which it exercises
discretionary
authority, a purchase or redemption of Trust shares under such
circumstances
would be permissible if made in compliance with the terms and conditions of
Class Prohibited Transaction Exemption (PTE) 77-4 [42 FR 16732. April 8,
1977).
Shearson Lehman represents that the Trust's Board of Directors consists of
seven members, four of whom are not affiliated with Shearson Lehman and
three
of whom are affiliated with Shearson Lehman, all in accordance with the
provisions of section 10(b) of the 1940 Act. Accordingly, Shearson Lehman
recommends that Item 4 of the Notice be amended to read as follows:
Overall responsibility for the management and supervision of the Trust and
the
Portfolios rests with the Trust's Board of Trustees (the Trustees) which
currently is comprised of seven members. The Trustees approve all
significant
agreements involving the Trust and the persons and companies who provide
services to the Trust and the Portfolios. Three of the Trustees and all of
the
Trust's executive officers are affiliated with Shearson Lehman and/or its
affiliates. The four remaining Trustees are not affiliated with Shearson
Lehman.
Because the applicant now represents that not all services described in
Footnote 7 of the Notice will be provided to every Section 404(c) Plan.
Shearson Lehman believes that an updated, clarifying paragraph should be
added
to the footnote which would read as follows:
The applicant notes that not all of the services described in the
preceding
two paragraphs will be provided to every Section 404(c) Plan. The services
provided to each Plan will depend on the arrangement negotiated between
Shearson Lehman and the Independent Plan Fiduciary.
Shearson Lehman represents that it cannot assure that the Plan
administrator,
trustee or named fiduciary of a Section 404(c) Plan will make available a
copy
of the Trust Prospectus to each participant. Therefore, it requests that
Footnote 8 of the Notice be amended to read as follows:
In the case of a Section 404(c) Plan, the applicant represents that the
Plan
administrator, trustee or named fiduciary, as the recordholder of Trust
shares,
will receive a copy of the Trust Prospectus. If requested by such Plan
administrator, trustee or named fiduciary, Shearson Lehman will make
available
to such Independent Plan Fiduciary sufficient quantities of Prospectuses
for a
distribution to Plan participants, as well as provide Statements of
Additional
Information to any party upon request.
Item 15 of the Notice inadvertently states that investors in the TRAK
Program
may exchange Portfolio shares with one another. Shearson Lehman wishes to
clarify that the first sentence of Item 15 should be amended to read as
follows:
Shares of a Portfolio may be exchanged by an investor, without any
exchange
fee, for shares of another Portfolio at their respective net asset values.
Shearson Lehman states that PTE 77-3 applies only to employee benefit
plans
and is, therefore, inapplicable to IRAs maintained by employees of Shearson
Lehman or its affiliates. In addition, Shearson Lehman states that it does
not
currently charge an outside fee for such IRA accounts but it may do so in
the
future. Accordingly, Shearson Lehman recommends that the first and last
sentences of Footnote 13 of the Notice be amended to read as follows:
The applicant represents that the outside fee is not currently imposed on
accounts of American Express and its subsidiaries, including Shearson
Lehman,
accounts of their immediate families and IRAs and certain employee pension
benefit plans for these persons * * * With respect to employee pension
benefit
plans maintained by Shearson Lehman or its affiliates for their employees,
the
applicant asserts that such waiver would be required by PTE 77-3.
With respect to the TRAK fee structure described in the Notice in Item 18
and
the accompanying example, Shearson Lehman wishes to make two
clarifications.
First, because the TRAK fee and corresponding fee offset for a calendar
quarter
are based on the "net asset value" of Trust Portfolio shares at the end of
the
immediately preceding calendar quarter rather than the "average daily
value" of
Trust Portfolio shares, Shearson Lehman requests that the first sentence of
the
example be amended to read as follows:
Assume that as of March 31, 1992, the net asset value of Trust Portfolio
shares held by a Plan Investor was $2,000.
Second, Shearson Lehman has updated its submission by representing that
the
last parenthetical of the last paragraph of the example should not refer to
the
"Statement of Additional Information" but should instead refer to the "TRAK
Program Description."
B-11
Therefore, Shearson Lehman recommends that the parenthetical read as
follows:
(pursuant to the authorization contained in the TRAK Investment Advisory
Agreement, and as described in the TRAK Program Description appended to the
Prospectus)
Finally, Shearson Lehman suggests that Clause (e) under Item 19 should be
modified to track the language of Condition (5) as follows:
the Consulting Group will provide written documentation to an Independent
Plan
Fiduciary of its recommendations or evaluations based on objective
criteria.
The Department has reviewed the clarifications and amendments as described
above, and concurs with these changes. Accordingly, upon consideration of
the
entire record, including the written comment received, the Department has
determined to grant the exemption subject to the aforementioned changes.
B-12
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[APPLICATION NOS. D-9337 AND D-9415]
SMITH BARNEY SHEARSON (SBS), LOCATED IN NEW YORK, NY
NEW AGENCY: Pension and Welfare Benefits Administration, Labor.
ACTION: Notice of proposed exemption to modify and replace prohibited
transaction exemption (PTE) 92-77 involving Shearson Lehman Brothers, Inc.
(Shearson Lehman).
---------------------------------------------------------------------------
-----
SUMMARY: This document contains a notice of pendency before the Department
of
Labor (the Department) of a proposed individual exemption which, if
granted,
would replace PTE 92-77 (55 FR 45833, October 5, 1992). PTE 92-77 permits
the
purchase or redemption of shares by an employee benefit plan, an individual
retirement account (the IRA) or a retirement plan for a self-employed
individual (the Keogh Plan; collectively the Plans) in the Trust for TRAK
Investments (the Trust) established by Shearson Lehman, in connection with
such
loans' participation in the TRAK Personalized Investment Advisory Service
(the
TRAK Program). In addition, PTE 92-77 permits the provision, by the
Consulting
Group Division of Shearson Lehman (the Consulting Group), of investment
advisory services to an independent fiduciary of a participating Plan (the
Independent Plan Fiduciary) which may result in such fiduciary's selection
of a
portfolio (the Portfolio) in the TRAK Program for the investment of Plan
assets. These transactions are described in a notice of pendency that was
published in the Federal Register on April 3, 1992 at 57 FR 11514. PTE 92-
77 is
effective as of April 3, 1992.
If granted, the proposed exemption would replace PTE 92-77, which as
discussed
below, expired by operation of the law. The new proposed exemption would
permit
the replacement of Shearson Lehman with a newly-merged entity known as
"Smith
Barney Shearson, Inc." It would also permit the adoption of a daily-traded
collective investment fund (the GIC Fund) for Plans providing for
participant
directed investments (the Section 404(c) Plans). The proposed exemption
would
provide conditional relief that is identical to that provided by PTE 92-77.
In
addition, the proposed exemption would affect participants and
beneficiaries
of, and fiduciaries with respect to, Plans participating in the TRAK
Program.
DATES: Written comments and requests for a public hearing should be
received by
the Department on or before the expiration of 60 days from the publication
of
this proposed exemption in the Federal Register. If granted, the proposed
exemption will be effective July 31, 1993 for transactions that are covered
by
PTE 92-77. With respect to transactions involving the GIC Fund, the
proposed
exemption will be effective as of the date the grant notice is published in
the
Federal Register.
ADDRESSES: All written comments and requests for a public hearing
(preferably,
three copies) should be sent to the Office of Exemption Determinations,
Pension
and Welfare Benefits Administration, Room N-5849, U.S. Department of Labor,
200
Constitution Avenue, NW., Washington, DC 20210. Attention: Application Nos.
D-
9337 and D-9415. The applications pertaining to the proposed exemption and
the
comments received will be available for public inspection in the Public
Documents Room of the Pension and Welfare Benefits Administration. U.S.
Department of Labor, Room N-3307, 200 Constitution Avenue, NW., Washington,
DC
20210.
FOR FURTHER INFORMATION CONTACT: Ms. Jan D. Broady, Office of Exemption
Determinations, Pension and Welfare Benefits Administration, U.S.
Department of
Labor, telephone (202) 219-8881. (This is not a toll-free number.)
SUPPLEMENTARY INFORMATION: Notice is hereby given of the pendency before
the
Department of a proposed exemption that would replace PTE 92-77. PTE 92-77
provides an exemption from certain prohibited transaction restrictions of
section 406 of the Employee Retirement Income Security Act of 1974 (the
Act)
and from the sanctions resulting from the application of section 4975 of
the
Internal Revenue Code of 1986 (the Code), as amended, by reason of section
4975(c)(1) of the Code. The proposed exemption was requested in an
application
filed by SBS pursuant to section 408(a) of the Act and section 4975(c)(2)
of
the Code, and in accordance with the procedures (the Procedures) set forth
in
29 CFR Part 2570, Subpart 3 (55 FR 32836, August 10, 1990). Effective
December
31, 1978, section 102 of Reorganization Plan No. 4 of 1978 (43 FR 47713,
October 17, 1978) transferred the authority of the Secretary of the
Treasury to
issue exemptions of the type requested to the Secretary of Labor.
Accordingly,
this proposed replacement exemption is being issued solely by the
Department.
As stated briefly above, PTE 92-77 allows Shearson Lehman to make the TRAK
Program available to Plans that acquire shares in the Trust subject to
certain
conditions. Specifically, PTE 92-77 provides exemptive relief from section
406(a) of the Act and the sanctions resulting from the application of
section
4975 of the Code, by reason of section 4975(c)(1) (A) through (D) of the
Code,
with respect to the purchase or redemption of shares in the Trust by Plans
investing therein. In addition, PTE 92-77 provides exemptive relief from
the
restrictions of section 408(b)(1) and (b)(2) of the Act and the sanctions
resulting from the application of section 4975 of the Code, by reason of
section 4975(c)(1)(E) of the Code, with respect to the provision, by the
Consulting Group of Shearson Lehman, of investment advisory services to an
Independent Plan Fiduciary of a Plan participating in the TRAK Program
which
may result in such fiduciary's selection of a Portfolio in the TRAK Program
for
the investment of Plan assets.
Subsequent to the granting of PTE 92-77, Shearson Lehman informed the
Department that it had signed an asset purchase agreement with Primerica
Corporation (Primerica) and Smith Barney Harris Upham & Company, Inc.
(Smith
Barney), an indirect wholly owned subsidiary. The terms of the agreement
provided for the sale of substantially all of the assets of Shearson Lehman
and
its Asset Management Divisions (collectively, the Shearson Divisions) to
Smith
Barney./1/ The transaction was completed on July 31, 1993. As a result of
the
transaction, most of the assets and business of the Shearson Divisions were
transferred to Smith Barney which, upon merger with Shearson Lehman, was
renamed "Smith Barney Shearson." (Smith Barney Shearson is denoted herein
as
SBS.) Shearson Lehman received cash and an interest-bearing note from SBS.
As
further consideration for the asset sale, SBS agreed to pay future
contingent
amounts based upon the combined performance of SBS and certain other
Shearson
Divisions acquired from Shearson Lehman. Shearson Lehman also assigned to
the
American Express Company (American Express) the right to receive 2.5
million
shares of certain convertible preferred stock issued by Primerica and a
warrant. As consideration for the assignment, American Express agreed to
pay
Shearson Lehman for the stock and the warrant based on their value as of
March
12, 1993, the date of the Asset Purchase Agreement. At present, SBS offers
the
TRAK Program to investors through one or more of its subsidiaries or
divisions.
Since PTE 92-77 was granted, SBS informed the Department that it wished to
modify the exemption in order to improve the TRAK Program and make it more
responsive to the needs of investors. Specifically, SBS proposes to add to
the
Portfolios currently available under
-------
/1/ Shearson Lehman's other primary division, Lehman Brothers, which is
responsible for securities underwriting, financial advisory, investment and
merchant banking services and commodities trading as a principal and agent
has
been retained by Shearson Lehman it has been renamed "Lehman Brothers Inc."
B-13
the TRAK Program, the GIC Fund, which is designed to invest primarily in
guaranteed investment contracts (the GIC's), synthetic GIC products and/or
units of other GIC collective funds. The GIC Fund will not differ in any
material respects from the Government Money Investments Portfolio which
generally permits daily redemptions of its shares. In addition, the GIC
Fund
will operate in a manner that is consistent with the requirements of PTE
92-77.
SBS believes it is important to offer the GIC Fund to Section 404(c) Plans
because these Plans may prefer to offer participants this type of
investment
option instead of the Government Money Investments Portfolio presently
offered
to such Plans under the TRAK Program. Therefore, SBS requests exemptive
relief
in order that the GIC Fund may be added to the Portfolios that are
available
under the Trust.
The proposed GIC Fund will be a collective trust fund established and
maintained by Smith Barney Shearson Trust Company (SBS Trust), a wholly
owned
subsidiary of Primerica. The GIC Fund will invest primarily in a portfolio
of
GICs with varying maturities issued by highly-rated insurance companies,
and/or
units of other collective funds invested in GICs. The GIC Fund may also
invest
in asset-backed investment products designed to offer risk and return
characteristics similar to those of GICs (i.e., synthetic GIC products). In
addition, the GIC Fund may hold short-term, low risk securities where the
investment of all fund assets in GICs and/or units of other GIC collective
funds is not feasible.
SBS Trust will serve as the trustee of the GIC Fund. SBS Trust will employ
a
sub-adviser (the Sub-Adviser) which is independent of SBS and its
affiliates to
make recommendations on purchases of GICs and/or units of other GIC
collective
funds. Currently, SBS Trust employs Morley Capital Management (Morley
Capital)
of Lake Oswego, Oregon as the Sub-Adviser of the GIC Fund. SBS Trust will
also
employ Boston Company Investors Services Group (ISG), a business group of
The
Boston Company to provide custody and valuation services and The
Shareholder
Services Group, Inc. (TSSG), an entity which is indirectly owned by
American
Express, as transfer agent. Both ISG and TSSG are not affiliated with SBS.
SBS represents that the GIC Fund will not pay a management or other
similar
fee to it or SBS Trust. (SBS Trust's fees for general trust services
provided
to a Section 404(c) Plan is included in such plan's investment advisory or
"outside" fee.) A management fee may be paid to Morley Capital or any other
Sub-Adviser which is independent of SBS and its affiliates. The GIC Fund
will
pay ISG, as custodian and provider of fund valuation services, a fee for
such
services, and TSSG, as transfer agent, a fee of $8.50 to $9.50 per Section
404(c) Plan, plus out-of-pocket expenses. With respect to the fees paid to
SBS
and its affiliates, the GIC Fund will not differ materially from the
Government
Money Investments Portfolio in that it will not pay a management or other
similar fee to SBS or SBS Trust.
SBS will describe the GIC Fund, in the prospectus (the Prospectus) and
promotional materials it furnishes to Section 404(c) Plan participants who
are
interested in investing in the GIC Fund. Such disclosures will reflect, in
all
material respects, the information discussed above.
Because of the foregoing material changes to the factual representations
supporting PTE 92-77, the Department has determined that the prior
exemption
was no longer effective as of July 31, 1993, the date Shearson Lehman sold
the
assets described above to SBS. Thus, the Department is of the view that PTE
92-
77 would be unavailable for use by SBS and its subsidiaries with respect to
the
subject transactions.
Accordingly, the Department has decided to publish a new exemption which,
if
granted, would replace PTE 92-77. Under the replacement exemption, all
references to Shearson Lehman would be replaced with references to SBS. In
addition, the replacement exemption would incorporate the new GIC Fund, SBS
Trust, ISG and TSSG. Further, the replacement exemption would have an
effective
date of July 31, 1993 for transactions described in PTE 92-77. With respect
to
transactions involving the GIC Fund, the replacement exemption would become
effective as of the date of the grant of the notices of pendency.
NOTICE TO INTERESTED PERSONS
Notice of the proposed exemption will be mailed by first class mail to
each
Plan which invests in the TRAK Program. The notice will contain a copy of
the
notice of proposed exemption as published in the Federal Register and an
explanation of the rights of interested persons to comment on and/or
request
such a hearing with respect thereto. Such notice will be sent to the above-
named parties within 30 days of the publication of the proposed exemption
in
the Federal Register. Written comments and hearing request are due within
60
days of the publication of the proposed exemption in the Federal Register.
GENERAL INFORMATION
The attention of interested persons is directed to the following:
(1) This fact that a transaction is the subject of an exemption under
section
408(a) of the Act and section 4973(c)(2) of the Code does not relieve a
fiduciary or other party in interest or disqualified person from certain
other
provisions of the Act and the Code, including any prohibited transaction
provisions to which the exemption does not apply and the general fiduciary
responsibility provisions of section 404 of the Act, which require, among
other
things, a fiduciary to discharge his or her duties respecting the plan
solely
in the interest of the participants and beneficiaries of the plan and in a
prudent fashion in accordance with section 404(a)(1)(B) of the Act; nor
does it
affect the requirements of section 401(a) of the Code that the Plan operate
for
the exclusive benefit of the employees of the employer maintaining the plan
and
their beneficiaries;
(2) Before an exemption can be granted under section 408(a) of the Act and
section 4975(c)(2) of the Code, the Department must find that the exemption
is
administratively feasible, in the interest of the plan and of its
participants
and beneficiaries and protective of the rights of participants and
beneficiaries of the plan; and
(3) The proposed exemption, if granted, will be supplemental to, and not
in
derogation of, any other provisions of the Act and the Code, including
statutory or administrative exemptions. Furthermore, the fact that a
transaction is subject to an administrative or statutory exemption is not
dispositive of whether the transaction is in fact a prohibited transaction.
(4) In addition to transactions involving the GIC Fund, the proposed
exemption, if granted, will be applicable to the transactions previously
described in PTE 92-77 only if the conditions specified therein are met.
WRITTEN COMMENTS AND HEARING REQUESTS
All interested persons are invited to submit written comments or requests
for
a hearing on the proposed replacement exemption to the address above,
within
the time period set forth above. All comments will be made a part of the
record. Comments and requests for a hearing should state the reasons for
the
writer's interest in the proposed exemption. Comments received will be
available for public inspection with the referenced applications at the
address
set forth above.
PROPOSED EXEMPTION
Under the authority of section 408(a) of the Act and section 4975(c)(2) of
the
Code and in accordance with the Procedures cited above,
B-14
the Department proposes to replace PTE 92-77 as follows:
Section 1. Covered Transactions
(a) The restrictions of section 406(a) of the Act and the sanctions
resulting
from the application of section 4975 of the Code, by reason of section
4975(c)(1)(A) through (D) of the Code, shall not apply to the purchase or
redemption of shares by Plans in the SBS-established Trust in connection
with
such Plans' participation in the TRAK Personalized Investment Advisory
Service.
(b) The restrictions of action 406(b) of the Act and the sanctions
resulting
from the application of section 4975 of the Code by reason of section
4975(c)(1)(E) and (F) of the Code, shall not apply to the provision, by the
Consulting Group, of investment advisory services to an Independent Plan
Fiduciary of a participating Plan which may result in such fiduciary's
selection of a Portfolio in the TRAK Program for the investment of Plan
assets.
The proposed exemption is subject to the following conditions that are set
forth in Section II.
Section II. General Conditions
(a) The participation of Plans in the TRAK Program will be approved by an
Independent Plan Fiduciary. For purposes of this requirement, an employee,
officer or director of SBS and/or its affiliates covered by an IRA not
subject
to Title I of the Act will be considered an Independent Plan Fiduciary with
respect to such IRA.
(b) The total fees paid to the Consulting Group and its affiliates will
constitute no more than reasonable compensation.
(c) No Plan will pay a fee or commission by reason of the acquisition or
redemption of shares in the Trust.
(d) The terms of each purchase or redemption of Trust shares shall remain
at
least as favorable to an investing Plan as those obtainable in an arm's
length
transaction with an unrelated party.
(e) The Consulting Group will provide written documentation to an
Independent
Plan Fiduciary of its recommendations or evaluations based upon objective
criteria.
(f) Any recommendation or evaluation made by the Consulting Group to an
Independent Plan Fiduciary will be implemented only at the express
direction of
such independent fiduciary.
(g) The Consulting Group will generally give investment advice in writing
to
an Independent Plan Fiduciary with respect to all available Portfolios.
However, in the case of a Section 404(c) Plan, the Consulting Group will
provide investment advice that is limited to the Portfolios made available
under the Plan.
(h) Any Sub-Adviser that acts for the Trust to exercise investment
discretion
over a Portfolio will be independent of SBS and its affiliates.
(i) Immediately following the acquisition by a Portfolio of any securities
that are issued by SBS and/or its affiliates, the percentage of that
Portfolio's net assets invested in such securities will not exceed one
percent.
(j) The quarterly investment advisory fee that is paid by a Plan to the
Consulting Group for investment advisory services rendered to such Plan
will be
offset by such amount as is necessary to assure that the Consulting Group
retains no more than 20 basis points from any Portfolio (with the exception
of
the Government Money Investments Portfolio and the GIC Fund Portfolio for
which
the Consulting Group and SBS Trust will retain no investment management
fee)
which contains investments attributable to the Plan investor.
(k) With respect to its participation in the TRAK Program prior to
purchasing
Trust shares.
(1) Each Plan will receive the following written or oral disclosures from
the
Consulting Group:
(A) A copy of the Prospectus for the Trust discussing the investment
objectives of the Portfolios comprising the Trust, the policies employed to
achieve these objectives, the corporate affiliation existing between the
Consulting Group, SBS and its subsidiaries and the compensation paid to
such
entities.
(B) Upon written or oral request to SBS, a Statement of Additional
Information
supplementing the Prospectus which describes the types of securities and
other
instruments in which the Portfolios may invest, the investment policies and
strategies that the Portfolios may utilize and certain risks attendant to
those
investments, policies and strategies.
(C) A copy of the investment advisory agreement between the Consulting
Group
and such Plan relating to participation in the TRAK Program.
(D) Upon written request of SBS, a copy of the respective investment
advisory
agreement between the Consulting Group and the Sub-Advisers.
(E) In the case of a section 404(c) Plan, if required by the arrangement
negotiated between the Consulting Group and the Plan, an explanation by an
SBS
Financial Consultant (the Financial Consultant) to eligible participants in
such Plan, of the services offered under the TRAK Program and the operation
and
objectives of the Portfolios.
(F) Copies of PTE 92-77 and documents pertaining to the proposed
replacement
exemption.
(2) If accepted as an investor in the TRAK Program, an Independent Plan
Fiduciary of an IRA or Keogh Plan, is required to acknowledge in writing,
prior
to purchasing Trust shares that such fiduciary has received copies of the
documents described above in subparagraph (k)(1) of this section.
(3) With respect to a section 404(c) Plan, written acknowledgement of the
receipt of such documents will be provided by the Independent Plan
Fiduciary
(i.e., the Plan administrator, trustee or named fiduciary, as the
recordholder
of Trust shares). Such Independent Plan Fiduciary will be required to
represent
in writing to SBS that such fiduciary is (a) independent of SBS and its
affiliates and (b) knowledgeable with respect to the Plan in administrative
matters and funding matters related thereto, and able to make an informed
decision concerning participation in the TRAK Program.
(4) With respect to a Plan that is covered under Title I of the Act, where
investment decisions are made by a trustee, investment manager or a named
fiduciary, such Independent Plan Fiduciary is required to acknowledge, in
writing, receipt of such documents and represent to SBS that such fiduciary
is
(a) independent of SBS and its affiliates, (b) capable of making an
independent
decision regarding the investment of Plan assets and (c) knowledgeable with
respect to the Plan in administrative matters and funding matters related
thereto, and able to make an informed decision concerning participation in
the
TRAK Program.
(l) Subsequent to its participation in the TRAK Program, each Plan
receives
the following written or oral disclosures with respect to its ongoing
participation in the TRAK Program:
(1) The Trust's semi-annual and annual report which will include financial
statement for the Trust and investment management fees paid by each
Portfolio.
(2) A written quarterly monitoring statement containing an analysis and an
evaluation of a Plan investor's account to ascertain whether the Plan's
investment objectives have been met and recommending, if required, changes
in
Portfolio allocations.
(3) If required by the arrangement negotiated between the Consulting Group
and
a section 404(c) Plan, a quarterly, detailed investment performance
monitoring
report, in writing, provided to an Independent Plan Fiduciary of such Plan
showing, Plan level asset allocation, Plan cash flow analysis and
B-15
annualized risk adjusted rates of return for Plan investments. In addition,
if
required by such arrangement, Financial Consultants will meet periodically
with
Independent Plan Fiduciaries of section 404(c) Plans to discuss the report
as
well as with eligible participants to review their accounts' performance.
(4) If required by the arrangement negotiated between the Consulting Group
and
a section 404(c) Plan, a quarterly participant performance monitoring
report
provided to a Plan participant which accompanies the participant's benefit
statement and describes the investment performance of the Portfolios, the
investment performance of the participant's individual investment in the
TRAK
Program, and gives market commentary and toll-free numbers that will enable
the
participant to obtain more information about the TRAK Program or to amend
his
or her investment allocations.
(5) On a quarterly and annual basis, written disclosures to all Plans of
the
(a) percentage of each Portfolio's brokerage commissions that are paid to
SBS
and its affiliates and (b) the average brokerage commission per share paid
by
each Portfolio to SBS and its affiliates; as compared to the average
brokerage
commission per share paid by the Trust to brokers other than SBS and its
affiliates, both expressed as cents per share.
(m) SBS shall maintain, for a period of six years, the records necessary
to
enable the persons described in paragraph (n) of this section to determine
whether the conditions of this exemption have been met, except that (1) a
prohibited transaction will not be considered to have occurred if, due to
circumstances beyond the control of SBS and/or its affiliates, the records
are
lost or destroyed prior to the end of the six year period, and (2) no party
in
interest other than SBS shall be subject to the civil penalty that may be
assessed under section 502(i) of the Act, or to the taxes imposed by
section
4975(a) and (b) of the Code, if the records are not maintained, or are not
available for examination as required by paragraph (n) below.
(n)(1) Except as provided in section (2) of this paragraph and
notwithstanding
any provisions of subsections (a)(2) and (b) of section 504 of the Act, the
records referred to in paragraph (m) of this section shall be
unconditionally
available at their customary location during normal business hours by:
(A) Any duly authorized employee or representative of the Department or
the
Service;
(B) Any fiduciary of a participating Plan or any duly authorized
representative of such fiduciary;
(C) Any contributing employer to any participating Plan or any duly
authorized
employee representative of such employer; and
(D) Any participant or beneficiary of any participating Plan, or any duly
authorized representative of such participant or beneficiary.
(2) None of the persons described above in subparagraphs (B)-(D) of this
paragraph (n) shall be authorized to examine the trade secrets of SBS or
commercial or financial information which is privileged or confidential.
Section III. Definitions
For purposes of this exemption:
(a) An "affiliate" of SBS includes--
(1) Any person directly or indirectly through one or more intermediaries,
controlling, controlled by, or under common control with SBS. (For purposes
of
this subsection, the term "control" means the power to exercise a
controlling
influence over the management or policies of a person other than an
individual.)
(2) Any officer, director or partner in such person, and
(3) Any corporation or partnership of which such person is an officer,
director or a 5 percent partner or owner.
(b) An "Independent Plan Fiduciary" is a Plan fiduciary which is
independent
of SBS and its affiliates and is either--
(1) A Plan administrator, sponsor, trustee or named fiduciary, as the
recordholder of Trust shares of a section 404(c) Plan.
(2) A participant in a Keogh Plan.
(3) An individual covered under a self-directed IRA which invests in Trust
shares, or
(4) A trustee, investment manager or named fiduciary responsible for
investment decisions in the case of a Title I Plan that does not permit
individual direction as contemplated by section 404(c) of the Act.
Section IV. Effective Dates
This exemption will be effective as of July 31, 1993, except for
transactions
involving the GIC Fund. The exemption will be effective upon its grant with
respect to the inclusion of the GIC Fund in the TRAK Program.
The availability of this proposed exemption is subject to the express
condition that the material facts and representations contained in the
applications for exemption are true and complete and accurately describe
all
material terms of the transactions. In the case of continuing transactions,
if
any of the material facts or representations described in the applications
change, the exemption will cease to apply as of the date of such change. In
the
event of any such change, an application for a new exemption must be made
to
the Department.
For a more complete statement of the facts and representations supporting
the
Department's decision to grant PTE 92-77, refer to the proposed exemption
and
grant notice which are cited above.
Signed at Washington, D.C. this 23rd day of March, 1994.
Ivan L. Strasfeld,
Director of Exemption Determinations, Pension and Welfare Benefits
Administration, U.S. Department of Labor.
[FR Doc. 94-7271 Filed 3-28-94; 8:45 am]
B-16
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-----
[PROHIBITED TRANSACTION EXEMPTION 94-45; APPLICATION NOS. D-9337 AND D-
9415]
SMITH BARNEY, INC. (SBI) LOCATED IN NEW YORK, NY
AGENCY: Pension and Welfare Benefits Administration.
ACTION: Grant of individual exemption to modify and replace prohibited
transaction exemption (PTE) 92-77 involving Shearson Lehman Brothers, Inc.
(Shearson Lehman).
---------------------------------------------------------------------------
-----
SUMMARY: This document contains an individual exemption which supersedes
PTE
92-77 (57 FR 45833, October 5, 1992)./1/ This exemption permits the
replacement
of Shearson Lehman with an entity known as "Smith Barney Inc."/2/ It also
allows SBI to adopt a daily-traded collective investment fund (the GIC
Fund)
for Plans investing in the Consulting Group Capital Markets Funds (the
Trust).
The exemption provides conditional relief that is identical to that
provided by
PTE 92-77 and it will affect participants and beneficiaries of, and
fiduciaries
with respect to, Plans participating in the Trust.
EFFECTIVE DATE: This exemption is effective July 31, 1993 for transactions
that
are covered by PTE 92-77. With respect to transactions involving the GIC
Fund,
the exemption is effective March 29, 1994.
FOR FURTHER INFORMATION CONTACT: Ms. Jan D. Broady, Office of Exemption
Determinations, Pension and Welfare Benefits Administration, U.S.
Department of
Labor, telephone (202) 219-8881. (This is not a toll-free number.)
SUPPLEMENTARY INFORMATION: On March 29, 1994, the Department of Labor (the
Department) published a notice of proposed exemption (the Notice) in the
FEDERAL REGISTER (59 FR 14680) that would replace PTE 92-77. PTE 92-77
provides
an exemption from certain prohibited transaction restrictions of section
406 of
the Employee Retirement Income Security Act of 1974 (the Act) and from the
-------
/1/ PTE 92-77 provides exemptive relief from section 406(a) of the Act and
the
sanctions resulting from the application of section 4975 of the Code, by
reason
of section 4975(c)(1) (A) through (D) of the Code, with respect to the
purchase
or redemption of shares in the Trust for TRAK Investments (which has been
redesignated as the "Consulting Group Capital Markets Funds" and is
referred to
herein as the Trust) by Plans investing therein. In addition, PTE 92-77
provides exemptive relief from the restrictions of section 406(b)(1) and
(b)(2)
of the Act and the sanctions resulting from the application of section 4975
of
the Code, by reason of section 4975(c)(1)(E) of the Code, with respect to
the
provision, by the Consulting Group of Shearson Lehman, of investment
advisory
services to an Independent Plan Fiduciary of a Plan participating in the
TRAK
Personalized Investment Advisory Service (the TRAK Program) which may
result in
such fiduciary's selection of a Portfolio in the TRAK Program for the
investment of Plan assets.
/2/ Effective June 1, 1994, Smith Barney Shearson, Inc. (SBS) was renamed
"Smith Barney Inc." Hereinafter, SBS is referred to in this grant notice as
either "Smith Barney Inc." or "SBI." sanctions resulting from the
application of
section 4975 of the Internal Revenue Code of 1986 (the Code), as amended,
by
reason of section 4975(c)(1) of the Code. The proposed exemption was
requested
in an application filed by SBI pursuant to section 408(a) of the Act and
section
4975(c)(2) of the Code, and in accordance with the procedures (the
Procedures)
set forth in 29 CFR Part 2570, Subpart B (55 FR 32836, August 10, 1990).
Effective December 31, 1978, section 102 of Reorganization Plan No. 4 of
1978
(43 FR 47713, October 17, 1978) transferred the authority of the Secretary
of
the Treasury to issue exemptions of the type requested to the Secretary of
Labor. Accordingly, this replacement exemption is being issued solely by
the
Department.
The Notice gave interested persons an opportunity to comment on the
proposed
exemption and to request a public hearing. The only written comments
submitted
to the Department during the comment period were made by SBI. These
comments
expressed SBI's substantive concerns about the Notice and offered
suggestions
for clarifying certain language of the Notice. Discussed below are SBI's
comments and the Department's responses thereto. Also discussed is a
comment
made by the Department.
SBI's Comments
SBI notes that there is an ambiguity regarding the effective date of the
GIC
Fund. SBI represents that the Notice provides in the last paragraph under
the
heading "Supplementary Information," that with respect to transactions
involving the GIC Fund, the exemption "would become effective as of the
date of
the grant of the notice of pendency." However, under the captions EFFECTIVE
DATES and DATES, SBI explains that the Notice states that the exemption
will be
effective "upon its grant," or "as of the date the grant notice is
published."
Because it was the intention of the parties that the effective date for
transactions involving the GIC Fund would be March 29, 1994, the date of
publication of the Notice in the FEDERAL REGISTER, SBI requests that the
Department make the exemption retroactive to this date for the GIC Fund.
The Department has considered SBI's comment and has made the requested
modification.
SBI wishes to modify the exemption in order that it may offer the GIC Fund
to
both fiduciary-directed Plans as well as Plans providing for participant-
directed investments (the Section 404(c) Plans). The Department believes
this
comment has merit and that it would be potentially beneficial to
participants
and beneficiaries since it provides different types of Plans participating
in
the TRAK Program with the opportunity to invest in the GIC Fund.
SBI explains that in the preamble to the Notice there is a statement to
the
effect that it will "describe the GIC Fund in a prospectus (the Prospectus)
and
promotional materials that will be furnished to Section 404(c) Plan
participants." SBI represents that interests in the GIC Fund are not
subject to
the registration and Prospectus delivery requirements of the Securities Act
of
1933. Also, SBI points out that the conditions of PTE 92-77 require it to
deliver copies of the Trust Prospectus only to the Plan administrator and
not
to the individual participants. Because it has no practical means of
delivering
Prospectuses or other disclosures to participants, SBI indicates that the
responsibility for providing these materials to participants rests with the
Plan administrator. In this regard, SBI represents that the disclosure
information it will make available to all Plans proposing to invest in the
GIC
Fund will include copies of the Trust Prospectus and a separate description
of
the GIC Fund's investment objectives, policies and processes. SBI explains
that
its description of the GIC Fund will be designed to provide a participant
with
sufficient information in order that the participant can make an informed
investment decision.
The Department concurs with these comments.
In addition to principal comments discussed above, SBI has made certain
technical clarifications and updates to the Notice in the following areas:
(1) General.
a. Redesignations. SBI explains that effective December 31, 1993,
Primerica
Corporation changed its name to "The Travelers Inc." and that effective May
9,
1994, the "Trust for TRAK Investments" was renamed "Consulting Group
Capital
Markets Funds." Also effective June 1, 1994, "Smith Barney Shearson Inc."
was
renamed "Smith Barney Inc."
(2) Supplementary Information.
a. Asset Sale Transaction. SBI explains that the transaction by which
Smith
Barney Harris Upham & Company, Inc. (Smith Barney) acquired Shearson Lehman
and
its Asset Management Divisions was an asset sale and not a merger.
Accordingly,
SBI suggests that the fourth sentence of the third paragraph under the
heading
"Supplementary Information," read as follows: "As a result of the
transaction,
most of the assets and business of the Shearson divisions were transferred
to
B-17
Smith Barney, which was renamed "Smith Barney Shearson Inc.' "
b. Fees Paid to Transfer Agent. SBI represents that in the seventh
paragraph
under the heading "Supplementary Information," the Notice states that The
Shareholder Services Group (TSSG), as transfer agent, will charge a fee of
$8.50 to $9.50 per plan for its transfer agency services. While these are
the
current expected fee levels, SBI notes that such fees may increase or
decrease
in the future. Because TSSG is no longer an affiliate, SBI requests that
the
paragraph be amended to provide that TSSG as transfer agent will receive a
reasonable fee for its services rather than specifying a precise dollar
amount.
(3) General Conditions.
a. Written Disclosures. Section II(k)(1)(F) of the General Conditions of
the
Notice states that SBI will provide copies of PTE 92-77 and documents
pertaining to the proposed replacement exemption to each Plan participating
in
the TRAK Program. SBI wishes to clarify that the "documents pertaining to
the
proposed replacement exemption" refer to copies of the Notice and, when
issued,
the final exemption.
The Department concurs with the above supplemental clarifications to the
Notice that have been made by SBI and hereby incorporates these changes, as
well as the substantive changes also described above, by reference into the
Notice and, where applicable, into this final exemption.
Department's Comment
Section III of the Notice, which is captioned "Definitions," provides
several
meanings of the term "Independent Plan Fiduciary" in subparagraph (b). For
purposes of the exemption, the term "Independent Plan Fiduciary" may
include a
Plan administrator, a participant in a Keogh Plan, an individual covered
under
a self-directed IRA or a trustee of a Title I Plan that does not permit
participant-directed investments as contemplated under section 404(c) of
the
Act. However, due to an oversight, the definition does not extend to a
participant in a Section 404(c) Plan. Because the TRAK Program is being
marketed as an investment alternative to Section 404(c) Plans and the
individual participant of such Plan makes the decision on whether to invest
therein, the Department has amended the definition of the term "Independent
Plan Fiduciary" by providing a new subparagraph (b)(5) which includes a
Section
404(c) Plan participant.
Accordingly, after consideration of the entire exemption record, including
the
written comments, the Department has determined to grant the replacement
exemption as modified herein.
GENERAL INFORMATION
The attention of interested persons is directed to the following:
(1) The fact that a transaction is the subject of an exemption under
section
408(a) of the Act and section 4975(c)(2) of the Code does not relieve a
fiduciary or other party in interest or disqualified person from certain
other
provisions of the Act and the Code, including any prohibited transaction
provisions to which the exemption does not apply and the general fiduciary
responsibility provisions of section 404 of the Act, which require, among
other
things, a fiduciary to discharge his or her duties respecting the plan
solely
in the interest of the participants and beneficiaries of the plan and in a
prudent fashion in accordance with section 404(a)(1)(B) of the Act; nor
does it
affect the requirements of section 401(a) of the Code that the plan operate
for
the exclusive benefit of the employees of the employer maintaining the plan
and
their beneficiaries;
(2) In accordance with section 408(a) of the Act and section 4975(c)(2) of
the
Code, the Department has found that the exemption is administratively
feasible,
in the interest of the Plans and their participants and beneficiaries and
protective of the rights of participants and beneficiaries of the Plans;
and
(3) The exemption is supplemental to, and not in derogation of, any other
provisions of the Act and the Code, including statutory or administrative
exemptions. Furthermore, the fact that a transaction is subject to an
administrative or statutory exemption is not dispositive of whether the
transaction is in fact a prohibited transaction.
(4) In addition to transactions involving the GIC Fund, the exemption is
applicable to the transactions previously described in PTE 92-77 only if
the
conditions specified therein are met.
EXEMPTION
Under the authority of section 408(a) of the Act and section 4975(c)(2) of
the
Code and in accordance with the Procedures cited above, the Department
hereby
replaces PTE 92-77 as follows:
Section I. Covered Transactions
(a) The restrictions of section 406(a) of the Act and the sanctions
resulting
from the application of section 4975 of the Code, by reason of section
4975(c)(1)(A) through (D) of the Code, shall not apply to the purchase or
redemption of shares by Plans in the SBI-established Trust in connection
with
such Plans' participation in the TRAK Personalized Investment Advisory
Service.
(b) The restrictions of section 406(b) of the Act and the sanctions
resulting
from the application of section 4975 of the Code by reason of section
4975(c)(1)(E) and (F) of the Code, shall not apply to the provision, by the
Consulting Group, of investment advisory services to an Independent Plan
Fiduciary of a participating Plan which may result in such fiduciary's
selection of a Portfolio in the TRAK Program for the investment of Plan
assets.
The exemption is subject to the following conditions that are set forth in
Section II.
Section II. General Conditions
(a) The participation of Plans in the TRAK Program will be approved by an
Independent Plan Fiduciary. For purposes of this requirement, an employee,
officer or director of SBI and/or its affiliates covered by an IRA not
subject
to Title I of the Act will be considered an Independent Plan Fiduciary with
respect to such IRA.
(b) The total fees paid to the Consulting Group and its affiliates will
constitute no more than reasonable compensation.
(c) No Plan will pay a fee or commission by reason of the acquisition or
redemption of shares in the Trust.
(d) The terms of each purchase or redemption of Trust shares remain at
least
as favorable to an investing Plan as those obtainable in an arm's length
transaction with an unrelated party.
(e) The Consulting Group will provide written documentation to an
Independent
Plan Fiduciary of its recommendations or evaluations based upon objective
criteria.
(f) Any recommendation or evaluation made by the Consulting Group to an
Independent Plan Fiduciary will be implemented only at the express
direction of
such independent fiduciary.
(g) The Consulting Group will generally give investment advice in writing
to
an Independent Plan Fiduciary with respect to all available Portfolios.
However, in the case of a Section 404(c) Plan, the Consulting Group will
provide investment advice that is limited to the Portfolios made available
under the Plan.
(h) Any Sub-Adviser that acts for the Trust to exercise investment
discretion
over a Portfolio will be independent of SBI and its affiliates.
(i) immediately following the acquisition by a Portfolio of any securities
that are issued by SBI and/or its affiliates, the percentage of that
Portfolio's net assets invested in such securities will not exceed one
percent.
(j) The quarterly investment advisory fee that is paid by a Plan to the
Consulting Group for investment advisory services rendered to
B-18
such Plan will be offset by such amount as is necessary to assure that the
Consulting Group retains no more than 20 basis points from any Portfolio
(with
the exception of the Government Money Investments Portfolio and the GIC
Fund
Portfolio for which the Consulting Group and SBI Trust will retain no
investment management fee) which contains investments attributable to the
Plan
investor.
(k) With respect to its participation in the TRAK Program prior to
purchasing
Trust shares.
(1) Each Plan will receive the following written or oral disclosures from
the
Consulting Group:
(A) A copy of the Prospectus for the Trust discussing the investment
objectives of the Portfolios comprising the Trust, the policies employed to
achieve these objectives, the corporate affiliation existing between the
Consulting Group, SBI and its subsidiaries and the compensation paid to
such
entities./3/
(B) Upon written or oral request to SBI, a Statement of Additional
Information
supplementing the Prospectus which describes the types of securities and
other
instruments in which the Portfolios may invest, the investment policies and
strategies that the Portfolios may utilize and certain risks attendant to
those
investments, policies and strategies.
(C) A copy of the investment advisory agreement between the Consulting
Group
and such Plan relating to participation in the TRAK Program.
(D) Upon written request of SBI, a copy of the respective investment
advisory
agreement between the Consulting Group and the Sub-Advisers.
(E) In the case of a Section 404(c) Plan, if required by the arrangement
negotiated between the Consulting Group and the Plan, an explanation by an
SBI
Financial Consultant (the Financial Consultant) to eligible participants in
such Plan, of the services offered under the TRAK Program and the operation
and
objectives of the Portfolios.
(F) Copies of PTE 92-77 and documents pertaining to the replacement
exemption.
(2) If accepted as an investor in the TRAK Program, an Independent Plan
Fiduciary of an IRA or Keogh Plan, is required to acknowledge, in writing,
prior to purchasing Trust shares that such fiduciary has received
-------
/3/ The fact that certain transactions and fee arrangements are the
subject of
an administrative exemption does not relieve the Independent Plan Fiduciary
from the general fiduciary responsibility provisions of section 404 of the
Act.
In this regard, the Department expects the Independent Plan Fiduciary to
consider carefully the totality of fees and expenses to be paid by the Plan
including the fees paid directly to SBI or to other third parties and paid
directly through the Trust to SBI.
copies of the documents described above in subparagraph (k)(1) of this
Section.
(3) With respect to a Section 404(c) Plan, written acknowledgement of the
receipt of such documents will be provided by the Independent Plan
Fiduciary
(i.e., the Plan administrator, trustee or named fiduciary, as the
recordholder
of Trust shares). Such Independent Plan Fiduciary will be required to
represent
in writing to SBI that such fiduciary is (a) independent of SBI and its
affiliates and (b) knowledgeable with respect to the Plan in administrative
matters and funding matters related thereto, and able to make an informed
decision concerning participation in the TRAK Program.
(4) With respect to a Plan that is covered under Title I of the Act, where
investment decisions are made by a trustee, investment manager or a named
fiduciary, such Independent Plan Fiduciary is required to acknowledge, in
writing, receipt of such documents and represent to SBI that such fiduciary
is
(a) independent of SBI and its affiliates, (b) capable of making an
independent
decision regarding the investment of Plan assets and (c) knowledgeable with
respect to the Plan in administrative matters and funding matters related
thereto, and able to make an informed decision concerning participation in
the
TRAK Program.
(l) Subsequent to its participation in the TRAK Program, each Plan
receives
the following written or oral disclosures with respect to its ongoing
participation in the TRAK Program:
(1) The Trust's semi-annual and annual report which will include financial
statement for the Trust and investment management fees paid by each
Portfolio.
(2) A written quarterly monitoring statement containing an analysis and an
evaluation of a Plan investor's account to ascertain whether the Plan's
investment objectives have been met and recommending, if required, changes
in
Portfolio allocations.
(3) If required by the arrangement negotiated between the Consulting Group
and
a Section 404(c) Plan, a quarterly, detailed investment performance
monitoring
report, in writing, provided to an Independent Plan Fiduciary of such Plan
showing, Plan level asset allocations, Plan cash flow analysis and
annualized
risk adjusted rates of return for Plan investments. In addition, if
required by
such arrangement, Financial Consultants will meet periodically with
Independent
Plan Fiduciaries of Section 404(c) Plans to discuss the report as well as
with
eligible participants to review their accounts' performance.
(4) If required by the arrangement negotiated between the Consulting Group
and
a Section 404(c) Plan, a quarterly participant performance monitoring
report
provided to a Plan participant which accompanies the participant's benefit
statement and describes the investment performance of the Portfolios, the
investment performance of the participant's individual investment in the
TRAK
Program, and gives market commentary and toll-free numbers that will enable
the
participant to obtain more information about the TRAK Program or to amend
his
or her investment allocations.
(5) On a quarterly and annual basis, written disclosures to all Plans of
the
(a) percentage of each Portfolio's brokerage commissions that are paid to
SBI
and its affiliates and (b) the average brokerage commission per share paid
by
each Portfolio to SBI and its affiliates, as compared to the average
brokerage
commission per share paid by the Trust to brokers other than SBI and its
affiliates, both expressed as cents per share.
(m) SBI shall maintain, for a period of six years, the records necessary
to
enable the persons described in paragraph (n) of this Section to determine
whether the conditions of this exemption have been met, except that (1) a
prohibited transaction will not be considered to have occurred if, due to
circumstances beyond the control of SBI and/or its affiliates, the records
are
lost or destroyed prior to the end of the six year period, and (2) no party
in
interest other than SBI shall be subject to the civil penalty that may be
assessed under section 502(i) of the Act, or to the taxes imposed by
section
4975(a) and (b) of the Code, if the records are not maintained, or are not
available for examination as required by paragraph (n) below.
(n)(1) Except as provided in section (2) of this paragraph and
notwithstanding
any provisions of subsections (a)(2) and (b) of section 504 of the Act, the
records referred to in paragraph (m) of this Section shall be
unconditionally
available at their customary location during normal business hours by:
(A) Any duly authorized employee or representative of the Department or
the
Internal Revenue Service;
(B) Any fiduciary of a participating Plan or any duly authorized
representative of such fiduciary;
(C) Any contributing employer to any participating Plan or any duly
authorized
employee representative of such employer; and
(D) Any participant or beneficiary of any participating Plan, or any duly
authorized representative of such participant or beneficiary.
B-19
(2) None of the persons described above in subparagraphs (B)-(D) of this
paragraph (n) shall be authorized to examine the trade secrets of SBI or
commercial or financial information which is privileged or confidential.
Section III. Definitions
For purposes of this exemption:
(a) An "affiliate" of SBI includes--
(1) Any person directly or indirectly through one or more intermediaries,
controlling, controlled by, or under common control with SBI. (For purposes
of
this subsection, the term "control" means the power to exercise a
controlling
influence over the management or policies of a person other than an
individual.)
(2) Any officer, director or partner in such person, and
(3) Any corporation or partnership of which such person is an officer,
director or a 5 percent partner or owner.
(b) An "Independent Plan Fiduciary" is a Plan fiduciary which is
independent
of SBI and its affiliates and is either
(1) A Plan administrator, sponsor, trustee or named fiduciary, as the
recordholder of Trust shares of a Section 404(c) Plan,
(2) A participant in a Keogh Plan,
(3) An individual covered under a self-directed IRA which invests in Trust
shares,
(4) A trustee, investment manager or named fiduciary responsible for
investment decisions in the case of a Title I Plan that does not permit
individual direction as contemplated by Section 404(c) of the Act, or
(5) A participant in a Section 404(c) Plan.
Section IV. Effective Dates
This exemption will be effective as of July 31, 1993, except for
transactions
involving the GIC Fund. The exemption will be effective March 29, 1994 with
respect to the inclusion of the GIC Fund in the TRAK Program.
The availability of this exemption is subject to the express condition
that
the material facts and representations contained in the applications for
exemption are true and complete and accurately describe all material terms
of
the transactions. In the case of continuing transactions, if any of the
material facts or representations described in the applications change, the
exemption will cease to apply as of the date of such change. In the event
of
any such change, an application for a new exemption must be made to the
Department.
For a more complete statement of the facts and representations supporting
the
Department's decision to grant PTE 92-77, refer to the proposed exemption
and
grant notice which are cited above.
Signed at Washington, DC, this 16th day of June 1994.
Ivan L. Strasfeld,
Director of Exemption Determinations, Pension and Welfare Benefits
Administration, U.S. Department of Labor.
[FR Doc. 94-15006 Filed 6-20-94; 8:45 am]
BILLING CODE 4510-28-P
B-20
STATEMENT OF ADDITIONAL INFORMATION
MARCH 14, 1995
CONSULTING GROUP CAPITAL MARKETS FUNDS
----------------
222 Delaware Avenue . Wilmington, Delaware 19801 . (212) 816-TRAK
----------------
This Statement of Additional Information supplements the information
contained in the current Prospectus (the "Prospectus") of Consulting Group
Capital Markets Funds (formerly known as "The Trust for TRAK Investments")
(the
"Trust"), dated March 14, 1995, and should be read in conjunction with the
Prospectus. The Prospectus may be obtained by contacting any Financial
Consultant of Smith Barney Inc. ("Smith Barney"), or by writing or calling
the
Trust at the address or telephone number listed above. This Statement of
Additional Information, although not in itself a prospectus, is
incorporated by
reference into the Prospectus in its entirety.
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-----
CONTENTS
For ease of reference, the section headings used in this Statement of
Additional Information are identical to those used in the Prospectus except
where noted. Capitalized terms used but not defined in this Statement of
Additional Information have the meanings accorded to them in the
Prospectus.
<TABLE>
<S>
<C>
Objectives and Policies of the
Portfolios................................... 2
Management of the
Trust..................................................... 12
Purchase of
Shares.......................................................... 17
Redemption of
Shares........................................................ 18
Net Asset
Value............................................................. 19
Determination of
Performance................................................ 20
(See in the Prospectus "Performance of the Portfolios")
Taxes......................................................................
. 24
(See in the Prospectus "Dividends, Distributions and Taxes")
Custodian and Transfer
Agent................................................ 26
Financial
Statements........................................................ 27
Appendix--Description of S&P and Moody's
Ratings............................ A-1
</TABLE>
OBJECTIVES AND POLICIES OF THE PORTFOLIOS
The Prospectus discusses the investment objectives of the investment
portfolios (the "Portfolios") comprising the Trust and the policies to be
employed to achieve those objectives. Supplemental information is set out
below
concerning the types of securities and other instruments in which the
Portfolios may invest, the investment policies and strategies that the
Portfolios may utilize and certain risks attendant to those investments,
policies and strategies.
RATINGS AS INVESTMENT CRITERIA
In general, the ratings of Moody's Investors Service, Inc. ("Moody's")
and
Standard & Poor's Corporation ("S&P") represent the opinions of those
agencies
as to the quality of debt obligations that they rate. It should be
emphasized,
however, that these ratings are relative and subjective, are not absolute
standards of quality and do not evaluate the market risk of securities.
These
ratings will be used by the Portfolios as initial criteria for the
selection of
portfolio securities, but the Portfolios also will rely upon the
independent
advice of their respective investment advisors (collectively, the
"Advisors")
to evaluate potential investments. Among the factors that will be
considered
are the long term ability of the issuer to pay principal and interest and
general economic trends. The Appendix to this Statement of Additional
Information contains further information concerning the ratings of Moody's
and
S&P and their significance.
Subsequent to its purchase by a Portfolio, an issue of debt obligations
may
cease to be rated or its rating may be reduced below the minimum required
for
purchase by the Portfolio. Neither event will require the sale of the debt
obligation by the Portfolio, but the Portfolio's Advisor will consider the
event in its determination of whether the Portfolio should continue to hold
the
obligation. In addition, to the extent that the ratings change as a result
of
changes in rating organizations or their rating systems or owing to a
corporate
restructuring of Moody's or S&P, the Portfolio will attempt to use
comparable
ratings as standards for its investments in accordance with its investment
objectives and policies.
U.S. GOVERNMENT SECURITIES
Securities issued or guaranteed by the U.S. government or one of its
agencies, authorities or instrumentalities ("U.S. Government Securities")
in
which the Portfolios may invest include debt obligations of varying
maturities
issued by the U.S. Treasury or issued or guaranteed by an agency or
instrumentality of the U.S. government, including the Federal Housing
Administration, Federal Financing Bank, Farmers Home Administration,
Export-
Import Bank of the U.S., Small Business Administration, Government National
Mortgage Association ("GNMA"), General Services Administration, Central
Bank
for Cooperatives, Federal Farm Credit Banks, Federal Home Loan Banks,
Federal
Home Loan Mortgage Corporation ("FHLMC"), Federal National Mortgage
Association
("FNMA"), Maritime Administration, Tennessee Valley Authority, District of
Columbia Armory Board, Student Loan Marketing Association, Resolution Trust
Corporation and various institutions that previously were or currently are
part
of the Farm Credit System (which has been undergoing reorganization since
1987). Direct obligations of the U.S. Treasury include a variety of
securities
that differ in their interest rates, maturities and dates of issuance.
Because
the U.S. government is not obligated by law to provide support to an
instrumentality that it sponsors, a Portfolio will invest in obligations
issued
by an instrumentality of the U.S. government only if the Advisor determines
that the instrumentality's credit risk does not make its securities
unsuitable
for investment by the Portfolio.
EMERGING MARKETS COUNTRIES
John Govett & Co. Limited ("JGC") believes the bulk of performance is
determined by country allocation. Empirical studies suggest that between 70
and
90 percent of emerging market fund investment performance is explained by
country allocation. JGC is firmly committed to the notion that
diversification
is essential to coping with an array of volatile markets and it follows a
rigorous country allocation scheme which prevents excessive exposure to any
single country. Once this "top-down" country allocation is complete, Govett
follows a fundamentally-grounded security selection process.
2
Emerging Markets Equity Investments may invest in the securities of
companies
domiciled in, and in markets of, so-called "emerging markets countries."
These
investments may be subject to potentially higher risks than investments in
developed countries. These risks include:
(1) unfavorable and unstable political and economic conditions. The
economies of countries in which the Portfolio may invest may differ
favorably or unfavorably from the U.S. economy in such respects as the
rate
of growth of gross domestic product, the rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position.
Some of the countries in which the Portfolio may invest have experienced
over the past decade, and may continue to experience, significant
economic
problems. The areas of concern may include budget deficits; high, and in
some cases unmanageable, interest payments on foreign debt; lack of
investment in plant and machinery; hyper-inflation due to rapid expansion
of the local money supply; and political instability, which may result in
the failure to adopt economic adjustment policies;
(2) the small size and volatility of the markets and the low volume of
trading in such markets. The securities and debt markets of some of the
countries in which the Portfolio may invest are substantially smaller and
less liquid than the major securities and debt markets in the United
States
and as a result, in periods of rising market prices, the Portfolio may be
unable to participate in price increases fully to the extent that it is
unable to acquire desired securities positions quickly; the Portfolio's
inability to dispose fully and promptly of positions in declining markets
may conversely cause its net asset value to decline as the value of
unsold
positions is marked to lower prices. A high proportion of the shares of
many companies traded in emerging market countries may be held by a small
number of persons, which may restrict the number of shares available for
investment by the Portfolio;
(3) the existence of national policies which may restrict the
Portfolio's
investment opportunities. Foreign investment in some countries in which
the
Portfolio may invest is restricted or controlled to varying degrees.
Although the Portfolio's manager will in its asset allocation procedure
seek to identify countries that exhibit certain improved credentials,
these
restrictions or controls may at times limit or preclude foreign
investment
in certain issuers and increase the costs and expenses of the Portfolio.
(4) governmental regulation of the relevant securities markets. The
governments of some emerging markets countries have exercised and
continue
to exercise substantial influence over many aspects of the private
sector,
including, for example, imposing wage and price controls to control
inflation. In some cases, the government owns or controls many companies,
including some of the largest in the country. Governments of some
countries
have in the past participated, and may continue in the future to
participate, directly in the securities markets of their countries, which
participation may affect the availability, prices and liquidity of
securities traded in those markets. Similar government actions in the
future could have an effect on economic conditions in such countries, and
in turn affect private sector companies, market conditions, prices and
yields of securities held by the Portfolio. The extent of government
supervision and regulations of securities exchanges, underwriters,
brokers,
dealers and issuers in emerging markets countries, however, may be less
than in other countries;
(5) the lack of adequate financial and other reporting standards and
the
absence of information regarding issuers in emerging markets countries.
Accounting, auditing, financial and other reporting standards in
countries
in which the Portfolio may invest may differ, in some cases
significantly,
from standards in other countries, including the United States. In
particular, the assets and profits appearing on the financial statements
of
an issuer in certain emerging markets countries may not reflect its
financial position or results of operations in the manner in which such
information would have been reflected in financial statements prepared in
accordance with U.S. generally accepted accounting principles. In
addition,
companies in certain emerging markets countries must restate certain
assets
and liabilities on their financial statements to reflect the effect of
inflation on those assets. As a result, financial statements and reported
earnings may differ from those of companies in other countries, such as
the
United States. Although a principal objective of the securities laws of
the
countries in which the Portfolio may invest is to promote full and fair
disclosure of all material corporate information, substantially less
information may be publicly available about the issuers of securities in
the markets of those countries than is regularly
3
published by issuers in other countries, and disclosure of certain
material
information may not be made. Moreover, even when public information about
such companies and governments is available, it may be less reliable than
information concerning the U.S. government and U.S. companies. In
addition,
the extent of government supervision and regulation of securities
exchanges, underwriters, brokers, dealers and issuers may be less in
countries in which the Portfolio may invest than in other countries; and
(6) differences in the value of the U.S. dollar and the currencies of
other countries. To the extent the Portfolio invests in securities
denominated in the currencies of countries other than the United States,
a
change in the value of any of those currencies relative to the dollar
will
result in a corresponding change in the dollar value of the Portfolio's
investments denominated in the currency. In addition, although some of
the
Portfolio's income may be received in the currency of a country other
than
the United States, the Portfolio will measure distributions, including
those made in connection with the redemption of shares, from its income
in
U.S. dollars. Therefore, if the value of a particular currency falls
relative to the U.S. dollar between accrual of the income and the making
of
a distribution, the amount of the currency to be converted into U.S.
dollars by the Portfolio to pay the distribution will increase and the
Portfolio could be required to liquidate portfolio investments to make
the
distribution.
EXCHANGE RATE-RELATED U.S. GOVERNMENT SECURITIES
Each Portfolio, except Government Money Investments, may invest up to 5%
of
its net assets in U.S. Government Securities for which the principal
repayment
at maturity, while paid in U.S. dollars, is determined by reference to the
exchange rate between the U.S. dollar and the currency of one or more
foreign
countries ("Exchange Rate-Related Securities"). The interest payable on
these
securities is denominated in U.S. dollars and is not subject to foreign
currency risk and, in most cases, is paid at rates higher than most other
U.S.
Government Securities in recognition of the foreign currency risk component
of
Exchange Rate-Related Securities.
Exchange Rate-Related Securities are issued in a variety of forms,
depending
on the structure of the principal repayment formula. The principal
repayment
formula may be structured so that the security holder will benefit if a
particular foreign currency to which the security is linked is stable or
appreciates against the U.S. dollar. In the alternative, the principal
repayment formula may be structured so that the securityholder benefits if
the
U.S. dollar is stable or appreciates against the linked foreign currency.
Finally, the principal repayment formula can be a function of more than one
currency and, therefore, be designed as a combination of those forms.
Investments in Exchange Rate-Related Securities entail special risks.
There
is the possibility of significant changes in rates of exchange between the
U.S.
dollar and any foreign currency to which an Exchange Rate-Related Security
is
linked. If currency exchange rates do not move in the direction or to the
extent anticipated by the Advisor at the time of purchase of the security,
the
amount of principal repaid at maturity might be significantly below the par
value of the security, which might not be offset by the interest earned by
the
Portfolios over the term of the security. The rate of exchange between the
U.S.
dollar and other currencies is 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, speculation and other factors. The imposition or modification
of
foreign exchange controls by the U.S. or foreign governments or
intervention by
central banks could also affect exchange rates. Finally, there is no
assurance
that sufficient trading interest to create a liquid secondary market will
exist
for a particular Exchange Rate-Related Security due to conditions in the
debt
and foreign currency markets. Illiquidity in the forward foreign exchange
market and the high volatility of the foreign exchange market may from time
to
time combine to make it difficult to sell an Exchange Rate-Related Security
prior to maturity without incurring a significant price loss.
MORTGAGE BACKED SECURITIES
The average maturity of pass-through pools of mortgage backed securities
varies with the maturities of the underlying mortgage instruments. In
addition,
a pool's stated maturity may be shortened by unscheduled
4
payments on the underlying mortgages. Factors affecting mortgage
prepayments
include the level of interest rates, general economic and social
conditions,
the location of the mortgaged property and age of the mortgage. Because
prepayment rates of individual pools vary widely, it is not possible to
accurately predict the average life of a particular pool. Common practice
is to
assume that prepayments will result in an average life ranging from two to
ten
years for pools of fixed rate 30-year mortgages. Pools of mortgages with
other
maturities of different characteristics will have varying average life
assumptions.
Mortgage backed securities may be classified as private, governmental or
government related, depending on the issuer or guarantor. Private mortgage
backed securities represent pass-through pools consisting principally of
conventional residential mortgage loans created by non-governmental
issuers,
such as commercial banks, savings and loan associations and private
mortgage
insurance companies. Governmental mortgage backed securities are backed by
the
full faith and credit of the United States. GNMA, the principal U.S.
guarantor
of such securities, is a wholly owned U.S. Governmental Corporation within
the
Department of Housing and Urban Development. Government related mortgage
backed
securities are not backed by the full faith and credit of the United
States.
Issuers of these securities include FNMA and FHLMC. FNMA is a government
sponsored corporation owned entirely by private stockholders that is
subject to
general regulation by the Secretary of Housing and Urban Development. Pass-
through securities issued by FNMA are guaranteed as to timely payment of
principal and interest by FNMA. FHLMC is a corporate instrumentality of the
United States, the stock of which is owned by the Federal Home Loan Banks.
Participation certificates representing interests in mortgages from FHLMC's
national portfolio are guaranteed as to the timely payment of interest and
ultimate collection of principal by FHLMC.
The Trust expects that private and governmental entities may create
mortgage
loan pools offering pass-through investments in addition to those described
above. The mortgages underlying these securities may be alternative
mortgage
instruments, that is, mortgage instruments whose principal or interest
payments
may vary or whose terms to maturity may be shorter than previously
customary.
As new types of mortgage backed securities are developed and offered to
investors, the Trust, consistent with the Portfolio's investment objectives
and
policies, will consider making investments in those new types of securities
on
behalf of that Portfolio.
The Portfolios also may invest in pass-through securities backed by
adjustable rate mortgages that have been introduced by GNMA, FNMA and
FHLMC.
These securities bear interest at a rate that is adjusted monthly,
quarterly or
annually. The prepayment experience of the mortgages underlying these
securities may vary from that for fixed rate mortgages. The Portfolio will
only
purchase mortgage related securities issued by persons that are
governmental
agencies or instrumentalities or fall outside, or are excluded from, the
definition of investment company under the Investment Company Act of 1940,
as
amended (the "1940 Act").
FORWARD CURRENCY CONTRACTS
Forward currency contracts (i) are traded in an interbank market
conducted
directly between currency traders (typically commercial banks or other
financial institutions) and their customers, (ii) generally have no deposit
requirements and (iii) are typically consummated without payment of any
commissions. Certain Portfolios, however, may enter into forward currency
contracts containing either or both deposit requirements and commissions.
The cost to a Portfolio of engaging in forward currency transactions
varies
with factors such as the currency involved, the length of the contract
period
and market conditions then prevailing. Because transactions in currency
exchange contracts are usually conducted on a principal basis, no fees or
commissions are involved. Hedging transactions may be made from any foreign
currency into U.S. dollars or into other appropriate currencies.
As noted in the Prospectus, if a Portfolio enters into a position hedging
transaction, cash or liquid high grade debt securities will be placed in a
segregated account with the Portfolio's custodian in an amount equal
5
to the value of the Portfolio's total assets committed to the consummation
of
the forward currency contract. If the value of the securities placed in the
segregated account declines, additional cash or securities will be placed
in
the account so that the value of the account will equal the amount of the
Portfolio's commitment with respect to the contract.
At or before the maturity of a forward currency contract, a Portfolio may
either sell a portfolio security and make delivery of the currency, or
retain
the security and offset its contractual obligation to deliver the currency
by
purchasing a second contract pursuant to which the Portfolio will obtain,
on
the same maturity date, the same amount of the currency that it is
obligated to
deliver. If the Portfolio retains the portfolio security and engages in an
offsetting transaction, the Portfolio, at the time of execution of the
offsetting transaction, will incur a gain or a loss to the extent that
movement
has occurred in forward currency contract prices. Should forward prices
decline
during the period between the Portfolio's entering into a forward currency
contract for the sale of a currency and the date it enters into an
offsetting
contract for the purchase of the currency, the Portfolio will realize a
gain to
the extent the price of the currency it has agreed to sell exceeds the
price of
the currency it has agreed to purchase. Should forward prices increase, the
Portfolio will suffer a loss to the extent the price of the currency it has
agreed to purchase exceeds the price of the currency it has agreed to sell.
The use of forward currency contracts does not eliminate fluctuations in
the
underlying prices of the securities, but it does establish a rate of
exchange
that can be achieved in the future. In addition, although forward currency
contracts limit the risk of loss owing to a decline in the value of the
hedged
currency, at the same time, they limit any potential gain that might result
should the value of the currency increase. If a devaluation is generally
anticipated, the Portfolio may not be able to contract to sell currency at
a
price above the devaluation level it anticipates.
The successful use of forward currency contracts as a hedging technique
draws
upon the special skills and experience with respect to these instruments
and
usually depends on the ability of the Portfolio's Advisor to forecast
interest
rate and currency exchange rate movements correctly. Should interest or
exchange rates move in an unexpected manner, the Portfolio may not achieve
the
anticipated benefits of forward currency contracts or may realize losses
and
thus be in a worse position than if those strategies had not been used.
Many
forward currency contracts are subject to no daily price fluctuation limits
so
that adverse market movements could continue with respect to those
contracts to
an unlimited extent over a period of time.
FUTURES CONTRACTS AND RELATED OPTIONS
Futures contracts and options thereon may be undertaken for hedging and
other
risk management purposes in an effort to reduce the impact of several kinds
of
anticipated price fluctuation risks on the securities held by a Portfolio.
For
example, futures contracts for the sale of foreign currency might be
entered
into to protect against declines in the value of currencies in which
portfolio
securities are denominated; and put options on interest rate futures might
be
purchased to protect against declines in the market values of debt
securities
occasioned by higher interest rates. If these transactions are successful,
the
futures or options positions taken by the Portfolio will rise in value by
an
amount which approximately offsets the decline in value of the portion of
the
securities held by a Portfolio that is being hedged.
On other occasions, a Portfolio may enter into contracts to purchase the
underlying instrument. For example, futures contracts for the purchase of
debt
securities might be entered into to protect against an anticipated increase
in
the price of debt securities to be purchased in the future resulting from
decreased interest rates.
A Portfolio will incur brokerage costs whether or not its hedging is
successful and will be required to post and maintain "margin" as a good-
faith
deposit against performance of its obligations under futures contracts and
under options written by the Portfolio. Futures and options positions are
marked to the market daily and the Portfolio may be required to make
subsequent
"variation" margin payments depending upon whether its positions increase
or
decrease in value. In this context margin payments involve no borrowing on
the
part of the Portfolio.
6
LENDING PORTFOLIO SECURITIES
Each Portfolio other than Municipal Bond Investments may lend portfolio
securities to brokers, dealers and other financial organizations. These
loans,
if and when made, may not exceed 30% of the value of a Portfolio's total
assets. A Portfolio will not lend securities to Smith Barney, the Trust's
distributor, unless the Portfolio has applied for and received specific
authority to do so from the Securities and Exchange Commission (the "SEC").
A
Portfolio's loans of securities will be collateralized by cash, letters of
credit or U.S. Government Securities. The cash or instruments
collateralizing a
Portfolio's loans of securities will be maintained at all times in a
segregated
account with the Portfolio's custodian or with a designated sub-custodian
in an
amount at least equal to the current market value of the loaned securities.
From time to time, a Portfolio may pay a part of the interest earned from
the
investment of collateral received for securities loaned to the borrower
and/or
a third party that is unaffiliated with the Portfolio and is acting as a
"finder." A Portfolio will comply with the following conditions whenever it
loans securities: (i) the Portfolio must receive at least 100% cash
collateral
or equivalent securities from the borrower; (ii) the borrower must increase
the
collateral whenever the market value of the securities loaned rises above
the
level of the collateral; (iii) the Portfolio must be able to terminate the
loan
at any time; (iv) the Portfolio must receive reasonable interest on the
loan,
as well as any dividends, interest or other distributions on the loaned
securities and any increase in market value; (v) the Portfolio may pay only
reasonable custodian fees in connection with the loan; and (vi) voting
rights
on the loaned securities may pass to the borrower except that, if a
material
event adversely affecting the investment in the loaned securities occurs,
the
Trust's Board of Trustees must terminate the loan and regain the right to
vote
the securities.
WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES
When a Portfolio engages in when-issued or delayed-delivery securities
transactions, it relies on the other party to consummate the trade. Failure
of
the seller to do so may result in the Portfolio's incurring a loss or
missing
an opportunity to obtain a price considered to be advantageous.
RULE 144A SECURITIES
A Portfolio may purchase securities that are not registered under the
Securities Act of 1933, as amended (the "1933 Act"), but that can be sold
to
"qualified institutional buyers" in accordance with Rule 144A under the
1933
Act ("Rule 144A Securities"). Particular Rule 144A Securities will be
considered illiquid and therefore subject to the Portfolio's 10% limitation
on
the purchase of illiquid securities, unless the Trust's Board of Trustees
determines on an ongoing basis that an adequate trading market exists for
the
Rule 144A Securities. This investment practice could have the effect of
increasing the level of illiquidity in a Portfolio to the extent that
qualified
institutional buyers become uninterested for a time in purchasing Rule 144A
Securities. The Board of Trustees has instructed the Portfolios' Advisors
to
determine and monitor on a daily basis the liquidity of Rule 144A
Securities,
although the Board of Trustees will retain ultimate responsibility for any
determination regarding liquidity.
AMERICAN DEPOSITARY RECEIPTS
A Portfolio may purchase American Depositary Receipts ("ADRs"), which are
dollar denominated receipts issued generally by domestic banks and
represent
the deposit with the bank of a security of a foreign issuer. ADRs are
publicly
traded on exchanges or over-the-counter in the United States.
INVESTMENT RESTRICTIONS
The investment restrictions numbered 1 through 12 below have been adopted
by
the Trust as fundamental policies of the Portfolios. Under the 1940 Act, a
fundamental policy may not be changed without the vote of a majority of the
outstanding voting securities of a Portfolio, which is defined in the 1940
Act
as the lesser of (i) 67% or more of the shares present at a Portfolio
meeting,
if the holders of more than 50% of the outstanding shares of the Portfolio
are
present or represented by proxy, or (ii) more than 50% of the
7
outstanding shares of the Portfolio. Investment restrictions 13 through 17
may
be changed by a vote of a majority of the Board of Trustees at any time.
Under the investment restrictions adopted by the Portfolios:
1. A Portfolio, other than International Fixed Income Investments, will
not purchase securities (other than U.S. Government Securities) of any
issuer if, as a result of the purchase, more than 5% of the value of the
Portfolio's total assets would be invested in the securities of the
issuer,
except that up to 25% of the value of the Portfolio's total assets may be
invested without regard to this 5% limitation.
2. A Portfolio, other than International Fixed Income Investments, will
not purchase more than 10% of the voting securities of any one issuer, or
more than 10% of the securities of any class of any one issuer, except
that
this limitation is not applicable to the Portfolio's investments in U.S.
Government Securities, and up to 25% of the Portfolio's assets may be
invested without regard to these 10% limitations.
3. A Portfolio, other than Municipal Bond Investments, will invest no
more than 25% of the value of its total assets in securities of issuers
in
any one industry, the term industry being deemed to include the
government
of a particular country other than the United States. This limitation is
not applicable to a Portfolio's investments in U.S. Government
Securities.
4. A Portfolio will not borrow money, except that a Portfolio may
borrow
from banks for temporary or emergency (not leveraging) purposes,
including
the meeting of redemption requests that might otherwise require the
untimely disposition of securities, in an amount not to exceed one-third
of
the value of the Portfolio's total assets (including the amount borrowed)
valued at market less liabilities (not including the amount borrowed) at
the time the borrowing is made, except that Mortgage Backed Investments
may
engage in forward roll transactions and Emerging Markets Equity
Investments
may engage in reverse repurchase transactions. Whenever a Portfolio's
borrowings exceed 5% of the value of its total assets, the Portfolio,
other
than Mortgage Backed Investments and Emerging Markets Equity Investments,
will not make any additional investments.
5. A Portfolio will not pledge, hypothecate, mortgage or otherwise
encumber its assets, except to secure permitted borrowings.
6. A Portfolio will not lend any funds or other assets, except through
purchasing debt obligations, lending portfolio securities and entering
into
repurchase agreements consistent with the Portfolio's investment
objective
and policies.
7. A Portfolio will not purchase securities on margin, except that the
Portfolio may obtain any short-term credits necessary for the clearance
of
purchases and sales of securities. For purposes of this restriction, the
deposit or payment of initial or variation margin in connection with
futures contracts or options on futures contracts will not be deemed to
be
a purchase of securities on margin.
8. A Portfolio will not make short sales of securities or maintain a
short position, unless at all times when a short position is open it owns
an equal amount of the securities or securities convertible into or
exchangeable for, without payment of any further consideration,
securities
of the same issue as, and equal in amount to, the securities sold short
("short sales against the box"), and unless not more than 10% of the
Portfolio's net assets (taken at market value) is held as collateral for
such sales at any one time. It is the Portfolios' present intention to
make
short sales against the box only for the purpose of deferring realization
of gain or loss for federal income tax purposes.
9. A Portfolio will not purchase or sell real estate or real estate
limited partnership interests, except that it may purchase and sell
mortgage related securities and securities of companies that deal in real
estate or interests therein.
10. A Portfolio will not purchase or sell commodities or commodity
contracts (except currencies, forward currency contracts, stock index and
interest rate futures contracts and related options and other similar
contracts).
11. A Portfolio will not act as an underwriter of securities, except
that
the Portfolio may acquire restricted securities under circumstances in
which, if the securities were sold, the Portfolio might be deemed to be
an
underwriter for purposes of the 1933 Act.
8
12. A Portfolio will not invest in oil, gas or other mineral leases or
exploration or development programs.
13. A Portfolio will not make investments for the purpose of exercising
control of management.
14. A Portfolio will not purchase any security if as a result (unless
the
security is acquired pursuant to a plan of reorganization or an offer of
exchange) the Portfolio would own any securities of a registered open-end
investment company or more than 3% of the total outstanding voting stock
of
any registered closed-end investment company or more than 5% of the value
of the Portfolio's total assets would be invested in securities of any
one
or more registered closed-end investment companies.
15. A Portfolio will not purchase any security if as a result the
Portfolio would then have more than 5% of its total assets invested in
securities of companies (including predecessors) that have been in
continuous operation for fewer than three years.
16. A Portfolio will not purchase or retain securities of any company
if,
to the knowledge of the Trust, any of the Trust's officers or Trustees,
or
any officer or director of the Consulting Group (the "Manager" or the
"Consulting Group") or the Advisor(s) individually owns more than 1/2 of
1%
of the outstanding securities of the company and together they own
beneficially more than 5% of the securities.
17. A Portfolio will not invest in excess of 5% of the value of its net
assets in warrants, valued at the lower of cost or market value. Included
within this amount, but not to exceed 2% of the value of the Portfolio's
net assets, may be warrants that are not listed on the New York or
American
Stock Exchanges. Warrants acquired by the Portfolio in units or attached
to
securities may be deemed to be without value.
The Trust may make commitments more restrictive than the restrictions
listed
above so as to permit the sale of shares of a Portfolio in certain states.
Should the Trust determine that a commitment is no longer in the best
interests
of the Portfolio and its shareholders, the Trust will revoke the commitment
by
terminating the sale of shares of the Portfolio in the state involved. The
percentage limitations contained in the restrictions listed above apply at
the
time of purchases of securities.
PORTFOLIO TRANSACTIONS
Decisions to buy and sell securities for a Portfolio are made by the
Advisor(s), subject to the overall review of the Manager and the Board of
Trustees. Although investment decisions for the Portfolios are made
independently from those of the other accounts managed by an Advisor,
investments of the type that the Portfolios may make also may be made by
those
other accounts. When a Portfolio and one or more other accounts managed by
an
Advisor are prepared to invest in, or desire to dispose of, the same
security,
available investments or opportunities for sales will be allocated in a
manner
believed by the Advisor to be equitable to each. In some cases, this
procedure
may adversely affect the price paid or received by a Portfolio or the size
of
the position obtained or disposed of by a Portfolio.
Transactions on U.S. stock exchanges and some foreign stock exchanges
involve
the payment of negotiated brokerage commissions. On exchanges on which
commissions are negotiated, the cost of transactions may vary among
different
brokers. On most foreign exchanges, commissions are generally fixed. No
stated
commission is generally applicable to securities traded in U.S. over-the-
counter markets, but the underwriters include an underwriting commission or
concession and the prices at which securities are purchased from and sold
to
dealers include a dealer's mark-up or mark-down. U.S. Government Securities
generally are purchased from underwriters or dealers, although certain
newly
issued U.S. Government Securities may be purchased directly from the U.S.
Treasury or from the issuing agency or instrumentality.
In selecting brokers or dealers to execute securities transactions on
behalf
of a Portfolio, its Advisor seeks the best overall terms available. In
assessing the best overall terms available for any transaction, the Advisor
will consider the factors it deems relevant, including the breadth of the
market in the security, the
9
price of the security, the financial condition and execution capability of
the
broker or dealer and the reasonableness of the commission, if any, for the
specific transaction and on a continuing basis. In addition, each Advisory
Agreement between the Trust and the Advisor authorizes the Advisor, in
selecting brokers or dealers to execute a particular transaction, and in
evaluating the best overall terms available, to consider the brokerage and
research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) provided to the Portfolio and/or other
accounts over which the Advisor or its affiliates exercise investment
discretion. The fees under the Management Agreement and the Advisory
Agreements, respectively, are not reduced by reason of a Portfolio's
Advisor
receiving brokerage and research services. The Board of Trustees of the
Trust
will periodically review the commissions paid by a Portfolio to determine
if
the commissions paid over representative periods of time were reasonable in
relation to the benefits inuring to the Portfolio. Over-the-counter
purchases
and sales by a Portfolio are transacted directly with principal market
makers
except in those cases in which better prices and executions may be obtained
elsewhere.
To the extent consistent with applicable provisions of the 1940 Act and
the
rules and exemptions adopted by the SEC under the 1940 Act, the Board of
Trustees has determined that transactions for a Portfolio may be executed
through Smith Barney and other affiliated broker-dealers if, in the
judgment of
the Advisor, the use of an affiliated broker-dealer is likely to result in
price and execution at least as favorable as those of other qualified
broker-
dealers, and if, in the transaction, the affiliated broker-dealer charges
the
Portfolio a fair and reasonable rate.
The Portfolios will not purchase any security, including U.S. Government
Securities or Municipal Obligations, during the existence of any
underwriting
or selling group relating thereto of which Smith Barney is a member, except
to
the extent permitted by the SEC.
The Portfolios may use Smith Barney and other affiliated broker-dealers
as a
commodities broker in connection with entering into futures contracts and
options on futures contracts if, in the judgment of the Advisor, the use of
an
affiliated broker-dealer is likely to result in price and execution at
least as
favorable as those of other qualified broker-dealers, and if, in the
transaction, the affiliated broker-dealer charges the Portfolio a fair and
reasonable rate. Smith Barney has agreed to charge the Portfolios commodity
commissions at rates comparable to those charged by Smith Barney to its
most
favored clients for comparable trades in comparable accounts.
The following table sets forth certain information regarding each
Portfolio's
payment of brokerage commissions for the year ended August 31, 1994:
<TABLE>
<CAPTION>
LARGE LARGE
SMALL SMALL EMERGING
CAPITALIZATION CAPITALIZATION
CAPITALIZATION CAPITALIZATION INTERNATIONAL MARKETS
BALANCED VALUE EQUITY GROWTH VALUE
EQUITY GROWTH EQUITY EQUITY
INVESTMENTS INVESTMENTS INVESTMENTS
INVESTMENTS INVESTMENTS INVESTMENTS INVESTMENTS
----------- -------------- -------------- --------
------ -------------- ------------- -----------
<S> <C> <C> <C> <C>
<C> <C> <C>
Total Brokerage
Commissions............ $19,844 $2,649,739 $986,852
$1,024,781 $135,420 $1,336,121 $156,570
Commissions paid to
Smith Barney .......... -- 184,620 1,698
15,659 -- 722 --
% of total Brokerage
Commissions paid to
Smith Barney .......... -- % 6.97% 0.17%
1.53% -- % 0.06% --
% of Total Transactions
involving Commissions
paid to Smith Barney... -- % 8.65% 0.10%
1.21% -- % 0.10% --
</TABLE>
10
Government Money Investments, Intermediate Fixed Income Investments,
Long-
Term Bond Income Investments, Municipal Bond Investments, Mortgage Backed
Investments and International Fixed Income Investments did not pay
brokerage
commissions during the year ended August 31, 1994.
PORTFOLIO TURNOVER
Government Money Investments may attempt to increase yields by trading to
take advantage of short-term market variations, which results in high
portfolio
turnover. Because purchases and sales of money market instruments are
usually
effected as principal transactions, this policy does not result in high
brokerage commissions to the Portfolio. The other Portfolios do not intend
to
seek profits through short-term trading. Nevertheless, the Portfolios will
not
consider portfolio turnover rate a limiting factor in making investment
decisions.
A Portfolio's turnover rate is calculated by dividing the lesser of
purchases
or sales of its portfolio securities for the year by the monthly average
value
of the portfolio securities. Securities or options with remaining
maturities of
one year or less on the date of acquisition are excluded from the
calculation.
Under certain market conditions, a Portfolio authorized to engage in
transactions in options may experience increased portfolio turnover as a
result
of its investment strategies. For instance, the exercise of a substantial
number of options written by a Portfolio (due to appreciation of the
underlying
security in the case of call options or depreciation of the underlying
security
in the case of put options) could result in a turnover rate in excess of
100%.
A portfolio turnover rate of 100% would occur if all of a Portfolio's
securities that are included in the computation of turnover were replaced
once
during a period of one year.
The Portfolios' portfolio turnover rates were as follows:
<TABLE>
<CAPTION>
YEAR ENDED YEAR
ENDED
PORTFOLIO AUGUST 31, 1994** AUGUST 31,
1993*
--------- ----------------- -----------
-----
<S> <C> <C>
Government Money Investments............. N/A N/A
Intermediate Fixed Income Investments.... 86% 92%
Long-Term Bond Investments............... 43% 35%
Municipal Bond Investments............... 132% 15%
Mortgage Backed Investments.............. 53% 93%
Balanced Investments..................... 43% 10%
Large Capitalization Value Equity Invest-
ments................................... 108% 47%
Large Capitalization Growth Investments.. 104% 47%
Small Capitalization Value Equity Invest-
ments................................... 65% 70%
Small Capitalization Growth Investments.. 94% 97%
International Equity Investments......... 33% 46%
International Fixed Income Investments... 358% 251%
Emerging Markets Equity Investments...... 16% N/A
</TABLE>
--------
* The period from commencement of operations on February 16, 1993
through August 31, 1993 for Balanced Investments.
** The period from commencement of operations on April 21, 1994
through August 31, 1994 for Emerging Markets Equity Investments.
Certain practices that may be employed by a Portfolio could result in
high
portfolio turnover. For example, portfolio securities may be sold in
anticipation of a rise in interest rates (market decline) or purchased in
anticipation of a decline in interest rates (market rise) and later sold.
In
addition, a security
may be sold and another of comparable quality purchased at approximately
the
same time to take advantage of what an Adviser believes to be a temporary
disparity in the normal yield relationship between the two securities.
These
yield disparities may occur for reasons not directly related to the
investment
quality of particular issues or the general movement of interest rates,
such as
changes in the overall demand for, or supply of, various types of
securities.
11
Portfolio turnover rates may vary greatly from year to year as well as
within
a particular year and may be affected by cash requirements for redemptions
of a
Portfolio's shares as well as by requirements that enable the Portfolio to
receive favorable tax treatment.
MANAGEMENT OF THE TRUST
TRUSTEES AND OFFICERS OF THE TRUST
The Trustees and executive officers of the Trust, together with
information
as to their principal business occupations, are set forth below. The
executive
officers of the Trust are employees of organizations that provide services
to
the Portfolios. Each Trustee who is an "interested person" of the Trust, as
defined in the 1940 Act, is indicated by an asterisk. As of the date of
this
Statement of Additional Information and the Prospectus, the Trustees and
officers of the Trust as a group did not own any of the outstanding shares
of
the Portfolios.
*Walter E. Auch, Trustee (Age 73). Consultant to companies in the
financial
services industry; Director of Pimco Advisers L.P. His address is 6001 N.
62nd
Place, Paradise Valley, Arizona 85253.
Martin Brody, Trustee (Age 73). Vice Chairman of the Board of Restaurant
Associates Industries, Inc.; prior to April 1990, Chairman of the Board of
Restaurant Associates Industries, Inc. His address is c/o HNK Associates,
Three
ADP Boulevard, Roseland, New Jersey 07068.
Stephen E. Kaufman, Trustee (Age 63). Attorney. His address is 277 Park
Avenue, New York, New York 10017.
Armon E. Kamesar, Trustee (Age 67). Chairman TEC, an international
organization of Chief Executive Officers; Trustee, U.S. Bankruptcy Court.
His
address is 7328 Country Club Drive, LaJolla, CA 92037.
*Heath B. McLendon, Trustee and Chairman (Age 61). Executive Vice
President,
Smith Barney; prior to July 1993, Senior Executive Vice President of
Shearson
Lehman Brothers; Vice Chairman of Shearson Asset Management, a member of
the
Asset Management Group of Shearson Lehman Brothers; and a Director of
PanAgora
Asset Management, Inc. and PanAgora Asset Management Limited. His address
is
388 Greenwich Street, New York, New York 10013.
Madelon DeVoe Talley, Trustee (Age 62). Author. Governor-at-large of the
National Association of Securities Dealers, Inc. Her address is 876 Park
Avenue, New York, New York 10021.
H. John Ellis, Jr., President (Age 67). Prior to 1992, Executive Vice
President of the Consulting Services Division of Shearson Lehman Brothers.
His
address is 222 Delaware Avenue, Wilmington, Delaware 19801.
Leonard A. Reinhart, Executive Vice President and Investment Officer (Age
39). Executive Vice President and National Director of Independent Manager
Programs of the Consulting Services Division of Smith Barney, President of
the
Consulting Group. His address is 222 Delaware Avenue, Wilmington, Delaware
19801.
Donald G. Robinson, Vice President and Investment Officer (Age 36).
Executive
Vice President and Director of Investment Advisory Services of the
Consulting
Group. Prior to 1989, Vice President of Chase Manhattan Bank. His address
is
222 Delaware Avenue, Wilmington, Delaware 19801.
Lewis E. Daidone, Senior Vice President and Treasurer (Age 37). Managing
Director and Chief Financial Officer of Smith Barney; Director and Senior
Vice
President of SBMFM. His address is 388 Greenwich Street, New York, New York
10013.
Christina T. Sydor, Secretary (Age 44). Managing Director of Smith
Barney;
General Counsel and Secretary of SBMFM. Her address is 388 Greenwich
Street,
New York New York 10013.
Each of the Trust's Trustees serves as a trustee, general partner and/or
director of other mutual funds for which Smith Barney serves as
distributor.
12
REMUNERATION
No director, officer or employee of Smith Barney, the Manager, SBMFM or
Boston Advisors or any of their affiliates will receive any compensation
from
the Trust for serving as an officer or Trustee of the Trust. The Trust pays
each Trustee who is not a director, officer or employee of Smith Barney,
the
Managers, any Advisor, SBMFM, Boston Advisors or any of their affiliates a
fee
of $10,000 per annum plus $500 per meeting attended and reimburses them for
travel and out-of-pocket expenses. For the fiscal year ended August 31,
1994,
such fees and expenses totaled $45,640.
For the calendar year ended August 31, 1994, the Trustees of the Trust
were
paid the following compensation:
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
AGGREGATE FROM
THE
COMPENSATION SMITH
BARNEY
TRUSTEE FROM THE TRUST MUTUAL
FUNDS
------- -------------- -------
-----
<S> <C> <C>
Walter E. Auch................................ $12,500 $
32,500
Martin Brody.................................. $12,000
$111,675
Stephen E. Kaufman............................ $12,500 $
83,600
Armon E. Kamesar.............................. $ 3,000 $
3,000
Madelon DeVoe Talley.......................... $12,500 $
63,500
</TABLE>
MANAGER; ADVISORS; ADMINISTRATOR
The Manager serves as investment manager to the Trust pursuant to an
investment management agreement ("Management Agreement"). Each Advisor
serves
as investment advisor to a Portfolio pursuant to separate written
agreements
with each Portfolio ("Advisory Agreements"), SBMFM serves as administrator
to
each Portfolio pursuant to a written agreement ("Administration Agreement")
and
Boston Advisors serves as sub-administrator to each Portfolio pursuant to a
written agreement ("Sub-Administration Agreement"). Prior to May 4, 1994,
Boston Advisors served as administrator for each Portfolio. The Management
Agreement was most recently approved by the Board of Trustees, including a
majority of the Trustees who are not "interested persons" of the Trust, the
Manager, the Advisors or Boston Advisors, on September 1, 1994 and by the
shareholders of the Trust on June 1, 1993. The Administration Agreement and
Sub-Administration Agreement were most recently approved by The Trust's
Board
of Trustees, including a majority of the disinterested Trustees, on
September
1, 1994. Certain of the services provided and the fees paid by the Trust
under
the Management Agreement, the Advisory Agreements and the Administration
Agreement are described in the Prospectus. In addition to the services
described in the Prospectus, as administrator and sub-administrator, SBMFM
and
Boston Advisors furnish the Trust with statistical and research data,
clerical
help, accounting, data processing, bookkeeping, internal auditing and legal
services and certain other services required by the Trust, prepare reports
to
the Trust's shareholders and prepare tax returns, reports to and filings
with
the SEC and state blue sky authorities.
For the period from commencement of operations on November 18, 1991
through
August 31, 1992, the Portfolios accrued investment advisory, investment
management and administration fees as follows:
<TABLE>
<CAPTION>
PORTFOLIO ADVISORY FEE MANAGEMENT FEE ADMINISTRATION
FEE
--------- ------------ -------------- --------------
----
<S> <C> <C> <C>
Government Money Investments.... $ 14,912 $ 0 $ 19,883
Intermediate Fixed Income In-
vestments...................... 35,625 35,625 35,625
Long-Term Bond Investments...... 18,850 18,850 18,850
Municipal Bond Investments...... 17,166 17,166 17,166
Mortgage Backed Investments..... 31,917 31,917 25,534
Large Capitalization Value Eq-
uity Investments............... 192,232 192,232 128,155
Large Capitalization Growth In-
vestments...................... 92,428 92,428 61,619
Small Capitalization Value Eq-
uity Investments............... 91,544 91,544 61,030
Small Capitalization Growth In-
vestment....................... 26,010 26,010 17,340
International Equity Invest-
ments.......................... 151,664 113,761 75,836
International Fixed Income In-
vestments...................... 32,039 32,039 25,631
</TABLE>
13
For the period from commencement of operations on November 18, 1991
through
August 31, 1992, 100% of the Manager's fees and Boston Advisors' fees were
waived by the Manager and Boston Advisors in respect of Government Money
Investments, Long-Term Bond Investments, Municipal Bond Investments,
Mortgage
Backed Investments, Small Capitalization Growth Investments and
International
Fixed Income Investments. Additionally, the Portfolios were reimbursed by
the
Manager and Boston Advisors, respectively as follows: Government Money
Investments--$51,774 and $69,033; Long-Term Bond Investments--$17,290 and
$8,645; Municipal Bond Investments--$8,674 and $4,337; Mortgage Backed
Investments--$3,308 and $1,323; Small Capitalization Growth Investments--
$11,544 and $3,848; and International Fixed Income Investments--$5,212 and
$2,084.
Of the fees accrued by the remaining Portfolios, the Manager and Boston
Advisors, respectively waived fees as follows: Intermediate Fixed Income
Investments--$52,680 and $26,340; Large Capitalization Growth Investments--
$36,574 and $12,191; Small Capitalization Value Equity Investments--$31,258
and
$10,419; and International Equity Investments--$2,198 and $628.
For the year ended August 31, 1993 (the period from commencement of
operations on February 16, 1993 through August 31, 1993 for Balanced
Investments), the Portfolios accrued investment management and
administration
fees as follows:
<TABLE>
<CAPTION>
PORTFOLIO ADVISORY FEE MANAGEMENT FEE
ADMINISTRATION FEE
--------- ------------ -------------- --------------
-----
<S> <C> <C> <C>
Government Money Investments... $ 81,187 $ 0 $108,250
Intermediate Fixed Income In-
vestments..................... 191,413 191,413 191,413
Long-Term Bond Investments..... 100,197 100,197 100,197
Municipal Bond Investments..... 67,430 67,430 67,430
Mortgage Backed Investments.... 159,082 159,082 127,265
Balanced Investments........... 5,250 5,250 3,500
Large Capitalization Value Eq-
uity Investments.............. 1,063,789 1,063,789 709,193
Large Capitalization Growth In-
vestments..................... 458,139 458,139 305,426
Small Capitalization Value Eq-
uity Investments.............. 430,533 430,533 287,022
Small Capitalization Growth In-
vestments..................... 139,760 139,760 93,173
International Equity Invest-
ments......................... 673,384 505,036 336,692
International Fixed Income In-
vestments..................... 161,372 161,372 129,098
</TABLE>
For the year ended August 31, 1993, 100% of the Manager's fees and Boston
Advisors' fees were waived by the Manager and Boston Advisors for
Government
Money Investments. For the period from commencement of operations on
February
16, 1993 through August 31, 1993, 100% of the Manager's and Boston
Advisors'
fees were waived by the Manager and Boston Advisors for Balanced
Investments.
Additionally, the Portfolio was reimbursed by the Manager and Boston
Advisors
in the amounts of $106,617 and $142,156, respectively for Government Money
Investments and $25,580 and $8,527, respectively, for Balanced Investments.
Of the fees incurred by the following Portfolios, the Manager and Boston
Advisors waived fees as follows: Intermediate Fixed Income Investments--
$48,030
and $24,016; Small Capitalization Growth Investments--$77,072 and $25,691;
Long-Term Bond Investments--$90,890 and $45,445 and International Fixed
Income
Investments--$108,626 and $43,450; Municipal Bond Investments--$46,592 and
$23,296; Mortgage Backed Investments--$138,688 and $55,476.
14
For the year ended August 31, 1994 (the period from commencement of
operation
on April 21, 1994 through August 31, 1994 for Emerging Markets Equity
Investments), the Portfolios accrued investment management and
administration
fees as follows:
<TABLE>
<CAPTION>
PORTFOLIO ADVISORY FEE MANAGEMENT FEE ADMINISTRATION
FEE
--------- ------------ -------------- --------------
----
<S> <C> <C> <C>
Government Money Investments.... $ 0 $ 233,770 $ 311,693
Intermediate Fixed Income In-
vestments...................... $ 385,855 $ 385,855 $ 385,855
Long-Term Bond Investments...... $ 173,719 $ 173,719 $ 173,718
Municipal Bond Investments...... $ 118,593 $ 118,593 $ 118,592
Mortgage Backed Investments..... $ 280,108 $ 280,108 $ 224,086
Balanced Investments............ $ 36,835 $ 36,835 $ 24,557
Large Capitalization Value Eq-
uity Investments............... $1,836,351 $2,411,963 $1,416,105
Large Capitalization Growth In-
vestments...................... $ 932,049 $1,182,386 $ 704,811
Small Capitalization Value Eq-
uity Investments............... $ 772,382 $ 772,382 $ 514,919
Small Capitalization Growth In-
vestments...................... $ 388,852 $ 388,852 $ 259,235
International Equity Invest-
ments.......................... $1,283,535 $1,711,363 $ 861,250
International Fixed Income In-
vestments...................... $ 302,931 $ 302,931 $ 242,345
Emerging Markets Equity Invest-
ments.......................... $ 42,615 $ 21,308 $ 14,205
</TABLE>
For the year ended August 31, 1994, 100% of the Management fees and the
Advisory fees were waived for Balanced Investments. Additionally, the
Portfolio
was reimbursed by the Manager in the amount of $7,747 and by the
Administrator
and Sub-Administrator in the amount of $2,582.
Of the fees incurred by the following Portfolios, Management,
Administration
and Custody fees, in the aggregate, were waived as follows: Government
Money
Investments--$455,786, Long-Term Bond Investments--$130,363, Municipal Bond
Investments--$78,258, Mortgage Backed Investments--$292,235, Large
Capitalization Value Equity Investments--$287,806, Large Capitalization
Growth
Investments--$125,168, International Fixed Income Investments--$159,363,
and
Emerging Markets Equity Investments--$59,781.
Effective March 21, 1994, the Manager has agreed to waive a portion of
the
fees otherwise payable to it by each of Large Capitalization Value Equity
Investments and Large Capitalization Growth Investments so that the Manager
would retain, as its annual management fee, no more than 0.30% of each such
Portfolio's average daily net assets. Absent such waivers, the Manager
would
retain, as its annual management fee, between 0.40% and 0.45% of the assets
of
Large Capitalization Value Equity Investments and Large Capitalization
Growth
Investments managed by Parametric Portfolio Associates, Inc. and Boston
Structured Advisors, respectively.
Although the Manager does not serve as an investment manager for any
other
registered investment company, the Manager and its related office, the
Consulting Services Division of Smith Barney, have extensive experience in
providing investment advisor selection services. The Consulting Services
Division, through its predecessor, was established in 1973 with the primary
objective of matching the investment needs of institutional and individual
clients with appropriate and qualified money management organizations
throughout the nation. In 1989, the Consulting Services Division was
restructured and its research and investment advisory evaluation services
functions were segregated and named the Consulting Group. The Manager's
analysts have, in the aggregate, over 18 years of experience performing
asset
manager searches for institutional and individual clients. These analysts
rely
on the Manager's comprehensive database of money management firms, through
which the Manager tracks the historic and ongoing performance of over 800
of
the more than 16,000 registered investment advisors, and over 300 on-sight
evaluation visits annually to advisors. As of November 30, 1994, the
Manager
and the Consulting Services Division provided services with respect to over
$67
billion in client assets representing more than 184,000 separate accounts
under
a variety of programs designed for individual and institutional investors.
The Manager, SBMFM, the Advisors and Boston Advisors each pays the
salaries
of all officers and employees who are employed by it and the Trust, and
Boston
Advisors maintains office facilities for the Trust.
15
The Manager, SBMFM, the Advisors and Boston Advisors bear all expenses in
connection with the performance of their respective services under the
Management Agreement, the Advisory Agreements, the Administration Agreement
and the Sub-Administration Agreement.
As noted in the Prospectus, subject to the supervision and direction of
the
Manager and, ultimately, the Board of Trustees, each Advisor manages the
securities held by the Portfolio it serves in accordance with the
Portfolio's
stated investment objectives and policies, makes investment decisions for
the
Portfolio and places orders to purchase and sell securities on behalf of
the
Portfolio. Each Advisor has agreed that neither it nor any of its
affiliated
persons (as defined in the 1940 Act) shall accept retention as investment
advisor, investment manager or similar service provider during the pendency
of
its Advisory Agreement, and for the period of one year after the
termination
of the Advisory Agreement, with or for the benefit of any investment
company
registered under the 1940 Act that seeks as a primary market for its shares
asset allocation programs similar in nature or market to TRAK. This
limitation
does not apply to the continuation of any contractual relationship to which
the Advisor was a party that was in effect on the date of its Advisory
Agreement.
Each of the Manager and SBMFM has agreed that if in any fiscal year the
aggregate expenses of the Portfolios (including fees payable pursuant to
the
Management Agreement, but excluding interest, taxes, brokerage fees and, if
permitted by the relevant state securities commissions, extraordinary
expenses) exceed the expense limitation of any state having jurisdiction
over
the Portfolios, the Manager and Boston Advisors will reduce their fees by
the
amount of the excess expenses, the amount to be allocated among them in the
proportion their respective fees bear to the aggregate of the fees paid to
them by the Portfolios. A fee reduction, if any, will be reconciled
monthly.
As of the date of this Statement of Additional Information, the most
restrictive state expense limitation applicable to the Portfolios is 2.5%
of
the first $30 million of each Portfolio's average daily net assets, 2% of
the
next $70 million of each Portfolio's average daily net assets and 1.5% of
each
Portfolio's remaining average daily net assets. No such fee reduction was
required for the years ended August 31, 1994 and 1993.
COUNSEL AND AUDITORS
Willkie Farr & Gallagher serves as counsel to the Trust. Stroock &
Stroock &
Lavan serves as counsel to the Trustees who are not interested persons of
the
Trust.
Coopers & Lybrand L.L.P., independent accountants, One Post Office
Square,
Boston, Massachusetts 02109, previously served as auditors of the Trust and
rendered an opinion on the Trust's most recent financial statements. KPMG
Peat
Marwick LLP, independent accountants, 345 Park Avenue, New York, New York
10154, currently serves as auditors of the Trust and will render an opinion
on
the Trust's financial statements annually.
ORGANIZATION OF THE TRUST
The Trust has been organized as an unincorporated business trust under
the
laws of The Commonwealth of Massachusetts pursuant to a Master Trust
Agreement
dated April 12, 1991, as amended from time to time (the "Trust Agreement").
In the interest of economy and convenience, certificates representing
shares
in the Trust are not physically issued. Boston Safe, the Trust's custodian,
maintains a record of each shareholder's ownership of Trust shares. Shares
do
not have cumulative voting rights, which means that holders of more than
50%
of the shares voting for the election of Trustees can elect all Trustees.
Shares are transferable, but have no preemptive, conversion or subscription
rights. Shareholders generally vote on a Trust-wide basis, except with
respect
to continuation of the Advisory Agreements, in which case shareholders vote
by
Portfolio.
Massachusetts law provides that shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
The
Trust Agreement disclaims shareholder liability for acts or obligations of
the
Trust, however, and requires that notice of the disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Trust
or a
Trustee. The Trust Agreement provides
16
for indemnification from the Trust's property for all losses and expenses
of
any shareholder held personally liable for the obligations of the Trust.
Thus,
the risk of a shareholder's incurring financial loss on account of
shareholder
liability is limited to circumstances in which the Trust would be unable to
meet its obligations, a possibility that the Trust's management believes is
remote. Upon payment of any liability incurred by the Trust, the
shareholder
paying the liability will be entitled to reimbursement from the general
assets
of the Trust. The Trustees intend to conduct the operations of the Trust in
a
manner so as to avoid, as far as possible, ultimate liability of the
shareholders for liabilities of the Trust.
PURCHASE OF SHARES
TRAK PERSONALIZED INVESTMENT ADVISORY SERVICE
As described in the Prospectus, shares of the Trust are available to
participants in TRAK Personalized Investment Advisory Service ("TRAK").
TRAK is an investment advisory service offered by the Consulting Group
designed to assist a client in devising and implementing a reasoned,
systematic, long-term investment strategy tailored to the client's
financial
circumstances. TRAK links the Consulting Group's experience in evaluating
an
investor's investment objectives and risk tolerances and the abilities of
investment advisers to meet those objectives and risk tolerances and the
historic performance of various asset classes, with the convenience and
cost
effectiveness of a broad array of investment portfolios. TRAK and the Trust
offer to individual investors access to investment decision making services
routinely utilized by institutional investors. Prior to the inception of
TRAK,
account sizes for the Consulting Group's services ranged from $100,000 for
individuals to more than $1 billion for institutions. TRAK is available for
a
quarterly fee at the maximum annual rate specified in the Prospectus under
the
caption "Purchase of Shares--General." In accordance with applicable law,
each
client will receive, in connection with participation in TRAK, a brochure
containing the information included in Part II of Smith Barney's Form ADV
relating to participation in TRAK. Smith Barney, the distributor of the
Trust,
has received an exemption from the Department of Labor from certain
provisions
of the Employee Retirement Income Security Act of 1974 relating to the
purchase
of Trust Shares, and participation in TRAK, by certain retirement plans.
TRAK
consists of the following elements for programs other than participant
directed
employee benefit plans:
The Request. The core of TRAK is the Consulting Group's evaluation of the
client's financial goals and risk tolerances based on the Request, a
confidential client questionnaire that the client completes with the
assistance
of his or her Financial Consultant. In reviewing and processing a client's
Request, the Consulting Group considers the client's specific investment
goals--a secure retirement, the education of children, the preservation and
growth of an inheritance or savings or the accumulation of capital for the
formation of a business--in terms of the client's time horizon for
achievement
of those goals, immediate and projected financial means and needs and
overall
tolerances for investment risk.
The Recommendation. Based on its evaluation of the client's financial
goals
and circumstances, the Consulting Group prepares and issues a
Recommendation.
In the Recommendation, the Consulting Group provides advice as to an
appropriate mix of investment types designed to balance the client's
financial
goals against his or her means and risk tolerances as part of a long term
investment strategy. Numerous financial studies, including a study in the
Financial Analysis Journal, a major publication forum for investment
research,
have concluded that the single most important component determining the
performance of an investment portfolio is how that portfolio is allocated
among
different types of investments. The Recommendation draws on Smith Barney's
experience in analyzing macroeconomic events worldwide and designing asset
allocation strategies as well as the Consulting Group's experience in
monitoring and evaluating the performance of various market segments over
substantial periods of time and correlating that information with the
client's
financial characteristics. The Recommendation provides specific advice
about
implementing investment decisions through the Trust. The Recommendation
employs
an asset allocation theory based on a framework discussed in "Portfolio
Selection," a paper published in the Journal of Finance that earned its
author
a Nobel Prize. The Recommendation specifies a combination of investments in
the
Portfolios considered suitable for the client. The Financial Consultant
assists
the client in evaluating the
17
advice contained in the Recommendation, offers interpretations in light of
personal knowledge of the client's circumstances and implements the
client's
investment decisions, but has no investment discretion over the client's
account. All decisions on investing among the Portfolios remain with the
client. The client has the option of accepting the Recommendation or
selecting
an alternative combination of investments in the Portfolios.
The Review. TRAK is a continuing investment advisory service. Once a TRAK
program is active, the client receives, at least quarterly, a Review
highlighting all account activity for the preceding quarter. The Review is
a
monitoring report containing an analysis and evaluation of the client's
TRAK
assets to ascertain whether the client's objectives for the TRAK assets are
being met and recommending, when appropriate, changes in the allocation of
assets among the Portfolios. Information presented within the Review
includes a
market commentary, a record of the client's asset performance and rates of
return as compared to several appropriate market indices (illustrated in a
manner including any fees for participation in TRAK actually incurred
during
the period), the client's actual portfolio showing the breakdown of
investments
made in each Portfolio, year-to-date and cumulative realized gains and
losses
in and income received from each Portfolio, all purchase, sale and exchange
activity and dividends and interest received and/or reinvested. The
information
in the Review is especially useful for tax preparation purposes.
Financial Consultant Support. Integral to TRAK is the personal and
confidential relationship between the client and his or her Financial
Consultant. With a Financial Consultant a client at all times has available
a
registered investment professional backed by the full resources of the
Consulting Group to discuss his or her financial circumstances and
strategy.
The Financial Consultant serves the client by assisting the client in
identifying his or her financial characteristics, completing and
transmitting
the Request, reviewing with the client the Recommendation and Reviews,
responding to identified changes in the client's financial circumstances
and
implementing investment decisions. When financial circumstances change, the
Financial Consultant can be consulted and a new evaluation commissioned at
no
additional charge. The Financial Consultant is not compensated on the basis
of
the Portfolios selected for investment and the decision about which
Portfolios
to purchase and in what proportions at all times rests with the client
alone.
Financial Consultants will be appropriately registered and/or qualified
under
any state laws applicable to investment advisors and advisory
representatives.
Where the client is a qualified employee benefit plan, the Consulting
Group
may provide different services than those described above, for different
fees.
REDEMPTION OF SHARES
Detailed information on how to redeem shares of a Portfolio is included
in
the Prospectus. The right of redemption of shares of a Portfolio may be
suspended or the date of payment postponed (i) for any periods during which
the
New York Stock Exchange, Inc. (the "NYSE") is closed (other than for
customary
weekend and holiday closings), (ii) when trading in the markets the
Portfolio
normally utilizes is restricted, or an emergency, as defined by the rules
and
regulations of the SEC, exists making disposal of the Portfolio's
investments
or determination of its net asset value not reasonably practicable or (iii)
for
such other periods as the SEC by order may permit for the protection of the
Portfolio's shareholders.
REDEMPTIONS IN KIND
If the Board of Trustees determines that it would be detrimental to the
best
interests of a Portfolio's shareholders to make a redemption payment wholly
in
cash, the Portfolio may pay, in accordance with rules adopted by the SEC,
any
portion of a redemption in excess of the lesser of $250,000 or 1% of the
Portfolio's net assets by a distribution in kind of readily marketable
portfolio securities in lieu of cash. Redemptions failing to meet this
threshold must be made in cash. Shareholders receiving distributions in
kind of
portfolio securities may incur brokerage commissions when subsequently
disposing of those securities.
18
NET ASSET VALUE
As noted in the Prospectus, the Trust will not calculate the net asset
value
of the Portfolios on certain holidays. On those days, securities held by a
Portfolio may nevertheless be actively traded and the value of the
Portfolio's
shares could be significantly affected.
Certain of the Portfolios may invest in foreign securities. As a result,
the
calculation of a Portfolio's net asset value may not take place
contemporaneously with the determination of the prices of certain of the
portfolio securities used in the calculation. A security that is listed or
traded on more than one exchange is valued for purposes of calculating the
Portfolio's net asset value at the quotation on the exchange determined to
be
the primary market for the security.
In carrying out the Board's valuation policies, SBMFM, as administrator,
or
Boston Advisors, as sub-administrator, may consult with an independent
pricing
service (the "Pricing Service") retained by the Trust. Debt securities of
U.S.
issuers (other than U.S. Government Securities and short-term investments)
are
valued by Boston Advisors after consultation with the Pricing Service. When
in
the judgment of the Pricing Service quoted bid prices for investments are
readily available and are representative of the bid side of the market,
these
investments are valued at the mean between the quoted bid prices and asked
prices. Investments for which no readily obtainable market quotations are
available, in the judgment of the Pricing Service, are carried at fair
value as
determined by the Pricing Service. The procedures of the Pricing Service
are
reviewed periodically by the officers of the Trust under the general
supervision and responsibility of the Board of Trustees.
The valuation of the securities held by Government Money Investments and
U.S.
dollar-denominated securities with less than 60 days to maturity held by
the
other Portfolios is based upon their amortized cost, which does not take
into
account unrealized capital gains or losses. Amortized cost valuation
involves
initially valuing an instrument at its cost and, thereafter, assuming a
constant amortization to maturity of any discount or premium, regardless of
the
impact of fluctuating interest rates on the market value of the instrument.
While this method provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is higher or lower
than
the price that the Portfolio would receive if it sold the instrument.
Government Money Investments' use of the amortized cost method of valuing
its
portfolio securities is permitted by a rule adopted by the SEC. Under this
rule, the Portfolio must maintain a dollar-weighted average portfolio
maturity
of 90 days or less, purchase only instruments having remaining maturities
of
397 days or less, and invest only in securities determined by the Advisor,
under the supervision of the Board of Trustees of the Trust, to be of high
quality with minimal credit risks.
Pursuant to the rule, the Board of Trustees also has established
procedures
designed to stabilize, to the extent reasonably possible, Government Money
Investments' price per share as computed for the purpose of sales and
redemptions at $1.00. These procedures include review of the Portfolios'
holdings by the Board of Trustees, at such intervals as it may deem
appropriate, to determine whether the Portfolio's net asset value
calculated by
using available market quotations or market equivalents deviates from $1.00
per
share based on amortized cost.
The rule also provides that the extent of any deviation between
Government
Money Investments' net asset value based on available market quotations or
market equivalents and the $1.00 per share net asset value based on
amortized
cost must be examined by the Board of Trustees. In the event that the Board
of
Trustees determines that a deviation exists that may result in material
dilution or other unfair results to investors or existing shareholders,
pursuant to the rule the Board of Trustees must cause the Portfolio to take
any
corrective action the Board of Trustees regards as necessary and
appropriate,
including: selling portfolio instruments prior to maturity to realize
capital
gains or losses or to shorten average portfolio maturity; withholding
dividends
or paying distributions from capital or capital gains; redeeming shares in
kind; or establishing a net asset value per share by using available market
quotations.
19
DETERMINATION OF PERFORMANCE
From time to time, the Trust may quote a Portfolio's yield or total
return in
advertisements or in reports and other communications to shareholders.
YIELD AND EQUIVALENT TAXABLE YIELD
For a Portfolio other than Government Money Investments, the 30-day yield
figure described in the Prospectus is calculated according to a formula
prescribed by the SEC, expressed as follows:
YIELD = 2 [ (a-b/1)/6/ -1]
---
cd
Where: a =dividends and interest earned during the period.
b =expenses accrued for the period (net of reimbursement),
including a ratable portion of the maximum annual fee
for
participation in TRAK.
c =the average daily number of shares outstanding during
the
period that were entitled to receive dividends.
d =the maximum offering price per share on the last day of
the
period.
For the purpose of determining the interest earned (variable "a" in the
formula) on debt obligations that were purchased by the Portfolio at a
discount
or premium, the formula generally calls for amortization of the discount or
premium; the amortization schedule will be adjusted monthly to reflect
changes
in the market values of the debt obligations. The yields for the 30-day
period
ended August 31, 1994 for Intermediate Fixed Income Investments, Mortgage
Backed Investments, Municipal Bond Investments, Long-Term Bond Income
Investments, and Balanced Investments were 4.75%, 4.79%, 3.49%, 4.61% and
1.57%, respectively.
A Portfolio's equivalent taxable 30-day yield is computed by dividing
that
portion of the Portfolio's 30-day yield that is tax exempt by one minus a
stated income tax rate and adding the product to any portion of the
Portfolio's
yield that is not tax exempt. The taxable yield for the 30-day period ended
August 31, 1994 for Municipal Bond Investments was 4.88%, assuming the
payment
of Federal income taxes at a rate of 31%.
The yield for Government Money Investments is computed by (a) determining
the
net change, exclusive of capital changes, in the value of a hypothetical
pre-
existing account in the Portfolio having a balance of one share at the
beginning of a seven day period for which yield is to be quoted; (b)
subtracting a hypothetical charge reflecting deductions from shareholder
accounts; (c) dividing the difference by the value of the account at the
beginning of the period to obtain the base period return; and (d)
annualizing
the results (i.e., multiplying the base period return by 365/7). The net
change
in the value of the account reflects the value of additional shares
purchased
with dividends declared on the original share and any such additional
shares,
but does not include realized gains and losses or unrealized appreciation
and
depreciation. In addition, the Portfolio may calculate a compound effective
annualized yield by adding one to the base period return (calculated as
described above), raising the sum to a power equal to 365/7 and subtracting
one. For the seven-day period ended August 31, 1994, the annualized yield
for
Government Money Investments was 3.96%, and the compounded effective yield
was
4.03%. For the same seven-day period Government Money Investments' average
portfolio maturity was 86 days.
Investors should recognize that in periods of declining interest rates, a
Portfolio's yield will tend to be somewhat higher than prevailing market
rates,
and in periods of rising interest rates will tend to be somewhat lower. In
addition, when interest rates are falling, the inflow of net new money to a
Portfolio from the continuous sale of its shares will likely be invested in
instruments producing lower yields than the balance of its portfolio of
securities, thereby reducing the current yield of the Portfolio. In periods
of
rising interest rates the opposite can be expected to occur.
20
AVERAGE ANNUAL TOTAL RETURN
A Portfolio's average annual total return figures described in the
Prospectus
are computed according to a formula prescribed by the SEC, expressed as
follows:
P(1+T)/n/ = ERV
Where: P = a hypothetical initial payment of $1,000
T = average annual total return, including the effect
of
the maximum annual fee for participation in TRAK.
n = number of years
ERV = Ending Redeemable Value of a hypothetical $1,000
investment made at the beginning of a 1-, 5- or
10-
year period at the end of a 1-, 5- or 10-year
period
(or fractional portion thereof), assuming
reinvestment of all dividends and distributions
and
the effect of the maximum annual fee for
participation in TRAK.
The ERV assumes complete redemption of the hypothetical investment at the
end
of the measuring period. A Portfolio's net investment income changes in
response to fluctuations in interest rates and the expenses of the
Portfolio.
The Portfolios' average annual total returns without the effect of the
maximum annual fee for participation in TRAK and with the effect of fee
waivers
were as follows:
<TABLE>
<CAPTION>
FROM SEPTEMBER 1, 1993 FROM
INCEPTION***
THROUGH AUGUST 31, 1994 THROUGH AUGUST 31,
1994
----------------------- ------------------
-----
<S> <C> <C>
Intermediate Fixed Income In-
vestments..................... (1.13)% 5.99%
Long-Term Bond Investments..... (3.93)% 5.01%
Municipal Bond Investments..... (3.78)% 5.59%
Mortgage Backed Investments.... (0.20)% 4.99%
Balanced Investments*.......... 4.62 % 7.19%
Large Capitalization Value Eq-
uity Investments.............. 2.09 % 7.49%
Large Capitalization Growth In-
vestments..................... 2.46 % 8.38%
Small Capitalization Value Eq-
uity Investments.............. (3.30)% 7.23%
Small Capitalization Growth In-
vestments..................... 13.18 % 18.02%
International Equity Invest-
ments......................... 16.74 % 12.88%
International Fixed Income In-
vestments..................... 1.00 % 8.36%
Emerging Markets Equity Invest-
ments**....................... 18.63 % --
</TABLE>
The Portfolios' average annual total returns without the effect of the
maximum annual fee for participation in TRAK and without the effect of fee
waivers were as follows:
<TABLE>
<CAPTION>
FROM SEPTEMBER 1, 1993 FROM
INCEPTION***
THROUGH AUGUST 31, 1994 THROUGH AUGUST 31,
1994
----------------------- ------------------
-----
<S> <C> <C>
Intermediate Fixed Income In-
vestments..................... (1.13)% 5.80%
Long-Term Bond Investments..... (4.06)% 4.52%
Municipal Bond Investments..... (3.92)% 5.15%
Mortgage Backed Investments.... (0.47)% 4.54%
Balanced Investments*.......... 3.64 % 5.32%
Large Capitalization Value Eq-
uity Investments.............. 2.06 % 7.47%
Large Capitalization Growth In-
vestments..................... 2.43 % 8.33%
Small Capitalization Value Eq-
uity Investments.............. (3.30)% 7.18%
Small Capitalization Growth In-
vestments..................... 13.18 % 17.81%
International Equity Invest-
ments......................... 16.74 % 12.88%
International Fixed Income In-
vestments..................... 0.88 % 7.93%
Emerging Markets Equity Invest-
ments**....................... 18.38 % --
</TABLE>
--------
* Balanced Investments commenced operations on February 16, 1993.
** Aggregate from April 21, 1994 through August 31, 1994. Emerging Markets
Equity Investments commenced operations on April 21, 1994.
*** The remaining Portfolios commenced operations on November 18, 1991.
21
The Portfolios' average annual total returns with the effect of the
maximum
annual fee for participation in TRAK and with the effect of fee waivers
were as
follows:
<TABLE>
<CAPTION>
FROM SEPTEMBER 1, 1993 FROM
INCEPTION***
THROUGH AUGUST 31, 1994 THROUGH AUGUST 31,
1994
----------------------- ------------------
-----
<S> <C> <C>
Intermediate Fixed Income In-
vestments..................... (2.63)% 4.40%
Long-Term Bond Investments..... (5.36)% 3.44%
Municipal Bond Investments..... (5.21)% 4.01%
Mortgage Backed Investments.... (1.69)% 3.42%
Balanced Investments*.......... 3.06% 5.60%
Large Capitalization Value Eq-
uity Investments.............. 0.58% 5.88%
Large Capitalization Growth In-
vestments..................... 0.91% 6.75%
Small Capitalization Value Eq-
uity Investments.............. (4.75) % 5.63%
Small Capitalization Growth In-
vestments..................... 11.49% 16.25%
International Equity Invest-
ments......................... 15.01% 11.20%
International Fixed Income In-
vestments..................... (0.52)% 6.74%
Emerging Markets Equity Invest-
ments**....................... 17.98% --
</TABLE>
The Portfolios' average annual total returns with the effect of the
maximum
annual fee for participation in TRAK and without the effect of fee waivers
were
as follows:
<TABLE>
<CAPTION>
FROM SEPTEMBER 1, 1993 FROM
INCEPTION***
THROUGH AUGUST 31, 1994 THROUGH AUGUST 31,
1994
----------------------- ------------------
-----
<S> <C> <C>
Intermediate Fixed Income In-
vestments..................... (2.63)% 4.21%
Long-Term Bond Investments..... (5.49)% 2.97%
Municipal Bond Investments..... (5.34)% 3.58%
Mortgage Backed Investments.... (1.96)% 2.98%
Balanced Investments*.......... 2.09% 3.75%
Large Capitalization Value Eq-
uity Investments.............. 0.55% 5.87%
Large Capitalization Growth In-
vestments..................... 0.89% 6.70%
Small Capitalization Value Eq-
uity Investments.............. (4.75)% 5.59%
Small Capitalization Growth In-
vestments..................... 11.49% 16.05%
International Equity Invest-
ments......................... 15.01% 11.20%
International Fixed Income In-
vestments..................... (0.63)% 6.32%
Emerging Markets Equity Invest-
ments**....................... 17.73% --
</TABLE>
--------
* Balanced Investments commenced operations on February 16, 1993.
** Aggregate from April 21, 1994 through August 31, 1994. Emerging Markets
Equity Investments commenced operations on April 21, 1994.
*** The remaining Portfolios commenced operations on November 18, 1991.
AGGREGATE TOTAL RETURN
A Portfolio's aggregate total return figures described in the Prospectus
represent the cumulative change in the value of an investment in the
Portfolio
for the specified period and are computed by the following formula:
ERV -- P
--------
P
Where: P = a hypothetical initial payment of $1,000.
ERV = Ending Redeemable Value of a hypothetical $1,000
investment made at the beginning of the 1-, 5- or
10-
year period at the end of the 1-, 5- or 10-year
period (or fractional portion thereof), assuming
reinvestment of all dividends and distributions
and
the effect of the maximum annual fee for
participation in TRAK.
The ERV assumes complete redemption of the hypothetical investment at the
end
of the measuring period.
22
The Portfolios' aggregate total returns without the effect of the maximum
annual fee for participation in TRAK and with the effect of fee waivers
were as
follows:
<TABLE>
<CAPTION>
YEAR ENDED FROM
INCEPTION***
PORTFOLIO AUGUST 31, 1994 THROUGH AUGUST 31,
1994
--------- --------------- ------------------
-----
<S> <C> <C>
Intermediate Fixed Income Investments.. (1.13)% 17.58%
Long-Term Bond Investments............. (3.93)% 14.57%
Municipal Bond Investments............. (3.78)% 16.34%
Mortgage Backed Investments............ (0.20)% 14.52%
Balanced Investments*.................. 4.62% 11.26%
Large Capitalization Value Equity In-
vestments............................. 2.09% 22.26%
Large Capitalization Growth Invest-
ments................................. 2.46% 25.10%
Small Capitalization Value Equity In-
vestments............................. (3.30)% 21.43%
Small Capitalization Growth Invest-
ments................................. 13.18% 58.60%
International Equity Investments....... 16.74% 40.12%
International Fixed Income Investments. 1.00% 25.04%
Emerging Markets Equity Investments**.. 18.63% 18.63%
</TABLE>
The Portfolios' aggregate total returns without the effect of the maximum
annual fee for participation in TRAK and without the effect of fee waivers
were
as follows:
<TABLE>
<CAPTION>
YEAR ENDED FROM
INCEPTION***
PORTFOLIO AUGUST 31, 1994 THROUGH AUGUST 31,
1994
--------- --------------- ------------------
-----
<S> <C> <C>
Intermediate Fixed Income Investments.. (1.13)% 16.99%
Long-Term Bond Investments............. (4.06)% 13.10%
Municipal Bond Investments............. (3.92)% 15.02%
Mortgage Backed Investments............ (0.47)% 13.16%
Balanced Investments*.................. 3.64% 8.29%
Large Capitalization Value Equity In-
vestments............................. 2.06% 22.22%
Large Capitalization Growth Invest-
ments................................. 2.43% 24.94%
Small Capitalization Value Equity In-
vestments............................. (3.30)% 21.30%
Small Capitalization Growth Invest-
ments................................. 13.18% 57.84%
International Equity Investments....... 16.74% 40.12%
International Fixed Income Investments. 0.88% 23.67%
Emerging Markets Equity Investments**.. 18.38% 18.38%
</TABLE>
The Portfolios' aggregate total returns with the effect of the maximum
annual
fee for participation in TRAK and with the effect of fee waivers were as
follows:
<TABLE>
<CAPTION>
YEAR ENDED FROM
INCEPTION***
PORTFOLIO AUGUST 31, 1993 THROUGH AUGUST 31,
1993
--------- --------------- ------------------
-----
<S> <C> <C>
Intermediate Fixed Income Investments.. (2.63)% 12.74%
Long-Term Bond Investments............. (5.36)% 9.89%
Municipal Bond Investments............. (5.21)% 11.56%
Mortgage Backed Investments............ (1.69)% 9.82%
Balanced Investments*.................. 3.06% 8.73%
Large Capitalization Value Equity In-
vestments............................. 0.58% 17.24%
Large Capitalization Growth Invest-
ments................................. 0.91% 19.96%
Small Capitalization Value Equity In-
vestments............................. (4.75)% 16.47%
Small Capitalization Growth Invest-
ments................................. 11.49% 52.08%
International Equity Investments....... 15.01% 34.40%
International Fixed Income Investments. (0.52)% 19.91%
Emerging Markets Equity Investments**.. 17.98% 17.98%
</TABLE>
--------
*Balanced Investments commenced operations on February 16, 1993.
**Emerging Markets Equity Investments commenced operations on April 21,
1994.
***The remaining Portfolios commenced operations on November 18, 1991.
23
The Portfolios' aggregate total returns with the effect of the maximum
annual
fee for participation in TRAK and without the effect of fee waivers were as
follows:
<TABLE>
<CAPTION>
YEAR ENDED FROM
INCEPTION***
PORTFOLIO AUGUST 31, 1994 THROUGH AUGUST 31,
1994
--------- --------------- ------------------
-----
<S> <C> <C>
Intermediate Fixed Income Investments.. (2.63)% 12.17%
Long-Term Bond Investments............. (5.49)% 8.48%
Municipal Bond Investments............. (5.34)% 10.29%
Mortgage Backed Investments............ (1.96)% 8.51%
Balanced Investments*.................. 2.09% 5.82%
Large Capitalization Value Equity In-
vestments............................. 0.55% 17.21%
Large Capitalization Growth Invest-
ments................................. 0.89% 19.80%
Small Capitalization Value Equity In-
vestments............................. (4.75)% 16.34%
Small Capitalization Growth Invest-
ments................................. 11.49% 51.35%
International Equity Investments....... 15.01% 34.40%
International Fixed Income Investments. (0.63)% 18.59%
Emerging Markets Equity Investments**.. 17.73% 17.73%
</TABLE>
--------
*Balanced Investments commenced operations on February 16, 1993.
**Emerging Markets Equity Investments commenced operations on April 21,
1994.
***The remaining Portfolios commenced operations on November 18, 1991.
A Portfolio's net investment income changes in response to fluctuations
in
interest rates and the expenses of the Portfolio. Consequently, the given
performance quotations should not be considered as representative of the
Portfolio's performance for any specified period in the future.
A Portfolio's performance will vary from time to time depending upon
market
conditions, the composition of its portfolio and its operating expenses.
Consequently, any given performance quotation should not be considered
representative of a Portfolio's performance for any specified period in the
future. In addition, because performance will fluctuate, it may not provide
a
basis for comparing an investment in the Portfolio with certain bank
deposits
or other investments that pay a fixed yield for a stated period of time.
Investors comparing a Portfolio's performance with that of other mutual
funds
should give consideration to the quality and maturity of the respective
investment companies' portfolio securities.
Comparative performance information may be used from time to time in
advertising the Portfolios' shares, including data from Lipper Analytical
Services, Inc., Standard & Poor's 500 Composite Stock Price Index, the Dow
Jones Industrial Average and other industry publications.
TAXES
Each Portfolio intends to continue to qualify in each year as a
"regulated
investment company" under the Internal Revenue Code of 1986, as amended
(the
"Code"). Provided that a Portfolio (i) is a regulated investment company
and
(ii) distributes to its shareholders at least 90% of its taxable net
investment
income (including, for this purpose, its net realized short-term capital
gains)
and 90% of its tax exempt interest income (reduced by certain expenses), it
will not be liable for federal income taxes to the extent its taxable net
investment income and its net realized long-term and short-term capital
gains,
if any, are distributed to its shareholders.
Interest on indebtedness incurred by a shareholder to purchase or carry
shares of Municipal Bond Investments will not be deductible for federal
income
tax purposes. If a shareholder receives exempt-interest dividends with
respect
to any share of Municipal Bond Investments and if the share is held by the
shareholder for six months or less, then any loss on the sale or exchange
of
the share may, to the extent of the exempt-interest dividends, be
disallowed.
In addition, the Code may require a shareholder that receives exempt-
interest
dividends to treat as taxable income a portion of certain otherwise non-
taxable
social security and
24
railroad retirement benefit payments. Furthermore, that portion of any
exempt-
interest dividend paid by Municipal Bond Investments that represents income
derived from certain revenue or AMT-Subject Bonds held by the Portfolio may
not
retain its tax exempt status in the hands of a shareholder who is a
"substantial user" of a facility financed by such bonds, or a "related
person"
thereof. Moreover, as noted in the Prospectus, (i) some or all of Municipal
Bond Investments' exempt-interest dividends may be a specific preference
item,
or a component of an adjustment item, for purposes of the federal
individual
and corporate alternative minimum taxes and (ii) the receipt of Municipal
Bond
Investments' dividends and distributions may affect a corporate
shareholder's
federal "environmental" tax liability. In addition, the receipt of
Municipal
Bond Investments' dividends and distributions may affect a foreign
corporate
shareholder's federal "branch profits" tax liability and federal "excess
net
passive income" tax liability of a shareholder of a Subchapter S
corporation.
Shareholders should consult their own tax advisors as to whether they are
(i)
"substantial users" with respect to a facility or "related" to such users
within the meaning of the Code or (ii) subject to a federal alternative
minimum
tax, the federal "environmental" tax, the federal "branch profits" tax, or
the
federal "excess net passive income" tax.
As described above and in the Prospectus, each Portfolio other than
Government Money Investments, Municipal Bond Investments and Balanced
Investments may invest in certain types of warrants, foreign currencies,
forward contracts, options and futures contracts. These Portfolios
anticipate
that these investment activities will not prevent them from qualifying as
regulated investment companies.
A Portfolio's transactions in foreign currencies, forward contracts,
options
and futures contracts (including options and futures contracts on foreign
currencies) will be subject to special provisions of the Code that, among
other
things, may affect the character of gains and losses realized by the
Portfolio
(i.e., may affect whether gains or losses are ordinary or capital),
accelerate
recognition of income to the Portfolio and defer Portfolio losses. These
rules
could therefore affect the character, amount and timing of distributions to
shareholders. These provisions also (i) will require a Portfolio to mark-
to-
market certain types of the positions in its portfolio (i.e., treat them as
if
they were closed out), and (ii) may cause a Portfolio to recognize income
without receiving cash with which to pay dividends or make distributions in
amounts necessary to satisfy the distribution requirements for avoiding
income
and excise taxes that are described above and in the Prospectus. Each of
the
Portfolios will monitor its transactions, will make the appropriate tax
elections and will make the appropriate entries in its books and records
when
it acquires any foreign currency, forward contract, option, futures
contract or
hedged investment in order to mitigate the effect of these rules and
prevent
disqualification of the Portfolio as a regulated investment company.
As a general rule, a Portfolio's gain or loss on a sale or exchange of an
investment will be a long-term capital gain or loss if the Portfolio has
held
the investment for more than one year and will be a short-term capital gain
or
loss if it has held the investment for one year or less. Furthermore, as a
general rule, a shareholder's gain or loss on a sale or redemption of
Portfolio
shares will be a long-term capital gain or loss if the shareholder has held
his
or her Portfolio shares for more than one year and will be a short-term
capital
gain or loss if he or she has held his or her Portfolio shares for one year
or
less.
The Portfolios other than Government Money Investments, Intermediate
Fixed
Income Investments, Municipal Bond Investments and Mortgage Backed
Investments
expect to realize a significant amount of net long-term capital gains that
will
be distributed as described in the Prospectus. Distributions of net
realized
long-term capital gains ("capital gain dividends") will be taxable to
shareholders as long-term capital gains, regardless of how long a
shareholder
has held Portfolio shares, and will be designated as capital gain dividends
in
a written notice mailed to the shareholders after the close of the
Portfolio's
prior taxable year. If a shareholder receives a capital gain dividend with
respect to any share held for six months or less, then any loss (to the
extent
not disallowed pursuant to the other six-month rule described above with
respect to Municipal Bond Investments) on the sale or exchange of the
share, to
the extent of the capital gain dividend, shall be treated as a long-term
capital loss.
25
Each shareholder will receive after the close of the calendar year an
annual
statement as to the federal income tax status of his or her dividends and
distributions for the prior calendar year. These statements will also
designate
the amount of exempt-interest dividends that is a specific preference item
for
purposes of the federal individual and corporate alternative minimum taxes.
Each shareholder will also receive, if appropriate, various written notices
after the close of a Portfolio's prior taxable year as to the federal
income
tax status of his or her Portfolio during the Portfolio's prior taxable
year.
Shareholders should consult their tax advisors as to any state and local
taxes
that may apply to these dividends and distributions. The dollar amount of
dividends paid by Municipal Bond Investments that are excluded from federal
income taxation and the dollar amount of dividends paid by Municipal Bond
Investments that are subject to federal income taxation, if any, will vary
for
each shareholder depending upon the size and duration of each shareholder's
investment in a Portfolio. To the extent that Municipal Bond Investments
earns
taxable net investment income, it intends to designate as taxable dividends
the
same percentage of each day's dividend as its taxable net investment income
bears to its total net investment income earned on that day. Therefore, the
percentage of each day's dividend designated as taxable, if any, may vary
from
day to day.
If a Portfolio is the holder of record of any stock on the record date
for
any dividends payable with respect to the stock, these dividends shall be
included in the Portfolio's gross income as of the later of (i) the date
the
stock became ex-dividend with respect to the dividends (i.e., the date on
which
a buyer of the stock would not be entitled to receive the declared, but
unpaid,
dividends) or (ii) the date the Portfolio acquired the stock. Accordingly,
in
order to satisfy its income distribution requirements, a Portfolio may be
required to pay dividends based on anticipated earnings, and shareholders
may
receive dividends in an earlier year than would otherwise be the case.
Investors considering buying shares of a Portfolio on or just prior to
the
record date for a taxable dividend or capital gain distribution should be
aware
that the amount of the forthcoming dividend or distribution payment will be
a
taxable dividend or distribution payment.
If a shareholder fails to furnish a correct taxpayer identification
number,
fails to report fully dividend or interest income, or fails to certify that
he
or she has provided a correct taxpayer identification number and that he or
she
is not subject to "backup withholding," then the shareholder may be subject
to
a 31% "backup withholding" tax with respect to (i) taxable dividends and
distributions and (ii) the proceeds of any redemptions of Portfolio shares.
An
individual's taxpayer identification number is his or her social security
number. The 31% "backup withholding" tax is not an additional tax and may
be
credited against a taxpayer's regular federal income tax liability.
The foregoing is only a summary of certain tax considerations generally
affecting a Portfolio and its shareholders, and is not intended as a
substitute
for careful tax planning. Shareholders are urged to consult their tax
advisors
with specific reference to their own tax situations, including their state
and
local tax liabilities.
CUSTODIAN AND TRANSFER AGENT
Boston Safe serves as custodian for the Trust. The assets of the Trust
are
held under bank custodianship in accordance with the 1940 Act. Under its
custody agreement with the Trust, Boston Safe is authorized to establish
separate accounts for foreign securities owned by the Portfolios to be held
with foreign branches of U.S. banks as well as certain foreign banks and
securities depositories as sub-custodians of assets owned by the
Portfolios.
For its custody services, Boston Safe receives monthly fees charged to a
Portfolio based upon the month-end, aggregate net asset value of the
Portfolio
plus certain charges for securities transactions. Boston Safe is also
reimbursed by the Portfolios for out-of-pocket expenses including the costs
of
any foreign and domestic sub-custodians.
26
Of the custodial fees accrued by the following Portfolios, Boston Safe
waived
fees as follows: Long-Term Bond Investments--$8,196; International Fixed
Income
Investments--$20,115; Municipal Bond Investments-- $5,154; Mortgage Backed
Investments--$17,745; Government Money Investments--$31,705 and Balanced
Investments--$14,273. In addition, Boston Safe also reimbursed expenses of
$1,502 for Balanced Investments.
The Shareholder Services Group, Inc. ("TSSG"), a subsidiary of First Data
Corporation, serves as the Trust's transfer agent. For its services as
transfer
agent, TSSG receives fees charged to a Portfolio at an annual rate based
upon
the number of shareholder accounts maintained during the year. TSSG is also
reimbursed by the Portfolios for out-of-pocket expenses.
FINANCIAL STATEMENTS
The Trust's Annual Report for the year ended August 31, 1994, was
previously
sent to all shareholders and is incorporated in this Statement of
Additional
Information by reference.
27
APPENDIX
DESCRIPTION OF S&P AND MOODY'S RATINGS
DESCRIPTION OF S&P CORPORATE BOND RATINGS:
AAA--Bonds rated AAA have the highest rating assigned by S&P to a debt
obligation. Capacity to pay interest and repay principal is extremely
strong.
AA--Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.
A--Bonds rated A have a strong capacity to pay interest and repay
principal
although they are somewhat more susceptible to the adverse effects of
changes
in circumstances and economic conditions than bonds in higher rated
categories.
BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit 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
bonds in this category than for bonds in higher rated categories.
BB AND B--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
of
speculation than B. While such bonds will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or
major risk exposures to adverse conditions.
DESCRIPTION OF MOODY'S CORPORATE BOND RATINGS:
AAA--Bonds rated Aaa are judged to be 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 these issues.
AA--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known
as high grade bonds. They are rated lower than the best bonds because
margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other
elements
present which make the long-term risks appear somewhat larger than in Aaa
securities.
A--Bonds which are rated A possess many favorable investment attributes
and
are to be considered as upper medium grade obligations. Factors giving
security
to principal and interest are considered adequate but elements may be
present
which suggest a susceptibility to impairment sometime in the future.
BAA--Bonds which are rated Baa are considered as medium grade
obligations,
i.e., they are neither highly protected nor poorly secured. Interest
payments
and principal security appear adequate for the present but certain
protective
elements may be lacking or may be characteristically unreliable over any
great
length of time. Such bonds lack outstanding investment characteristics and
in
fact have speculative characteristics as well.
BA--Bonds which are rated Ba are judged to have speculative elements;
their
future cannot be considered as well assured. Often the protection of
interest
and principal payments may be very moderate and thereby
A-1
not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.
B--Bonds which are rated B generally lack characteristics of the
desirable
investment. Assurance of interest and principal payments or of maintenance
of
other terms of the contract over any long period of time may be small.
Moody's applies the numerical modifiers 1, 2 and 3 to 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.
DESCRIPTION OF S&P MUNICIPAL BOND RATINGS:
AAA--PRIME--These are the obligations of the highest quality. They have
the
strongest capacity for timely payment of debt service.
GENERAL OBLIGATION BONDS--In a period of economic stress, the issuers
will
suffer the smallest declines in income and will be least susceptible to
autonomous decline. Debt burden is moderate. A strong revenue structure
appears
more than adequate to meet future expenditure requirements. Quality of
management appears superior.
REVENUE BONDS--Debt service coverage has been, and is expected to remain,
substantial. Stability of the pledged revenues is also exceptionally strong
due
to the competitive position of the municipal enterprise or to the nature of
the
revenues. Basic security provisions (including rate covenant, earnings test
for
issuance of additional bonds, debt service reserve requirements) are
rigorous.
There is evidence of superior management.
AA--HIGH GRADE--The investment characteristics of bonds in this group are
only slightly less marked than those of the prime quality issues. Bonds
rated
AA have the second strongest capacity for payment of debt service.
A--GOOD GRADE--Principal and interest payments on bonds in this category
are
regarded as safe although the bonds are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
bonds
in higher rated categories. This rating describes the third strongest
capacity
for payment of debt service. Regarding Municipal Bonds, the rating differs
from
the two higher ratings because:
GENERAL OBLIGATION BONDS--There is some weakness, either in the local
economic base, in debt burden, in the balance between revenues and
expenditures, or in quality of management. Under certain adverse
circumstances,
any one such weakness might impair the ability of the issuer to meet debt
obligations at some future date.
REVENUE BONDS--Debt service coverage is good, but not exceptional.
Stability
of the pledged revenues could show some variations because of increased
competition or economic influences on revenues. Basic security provisions,
while satisfactory, are less stringent. Management performance appears
adequate.
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-Prime Grade category.
DESCRIPTION OF S&P MUNICIPAL NOTE RATINGS:
Municipal notes with maturities of three years or less are usually given
note
ratings (designated SP-1, -2 or -3) to distinguish more clearly the credit
quality of notes as compared to bonds. Notes rated SP-1 have a very strong
or
strong capacity to pay principal and interest. Those issues determined to
possess overwhelming
A-2
safety characteristics are given the designation of SP-1+. Notes rated SP-2
have a satisfactory capacity to pay principal and interest.
DESCRIPTION OF MOODY'S MUNICIPAL BOND RATINGS:
AAA--Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as
"gilt 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 which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known
as high grade bonds. They are rated lower than the best bonds because
margins
of protection may not be as large as in Aaa securities, or fluctuation of
protective elements may be of greater amplitude, or there may be other
elements
present which make the long term risks appear somewhat larger than in Aaa
securities.
A--Bonds which are rated A possess many favorable investment attributes
and
are to be considered as upper medium grade obligations. Factors giving
security
to principal and interest are considered adequate, but elements may be
present
which suggest a susceptibility to impairment sometime in the future.
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.
DESCRIPTION OF MOODY'S MUNICIPAL NOTE RATINGS:
Moody's ratings for state and municipal notes and other short term loans
are
designated Moody's Investment Grade (MIG) and for variable demand
obligations
are designated Variable Moody's Investment Grade (VMIG). This distinction
recognizes the differences between short-term credit risk and long-term
risk.
Loans bearing the designation MIG 1/VMIG 1 are of the best quality,
enjoying
strong protection from established cash flows of funds for their servicing
or
from established and broad-based access to the market for refinancing, or
both.
Loans bearing the designation MIG 2/VMIG 2 are of high quality, with
margins of
protection ample, although not as large as the preceding group. Loans
bearing
the designation MIG 3/VMIG 3 are of favorable quality, with all security
elements accounted for but lacking the undeniable strength of the preceding
grades. Market access for refinancing, in particular, is likely to be less
well
established.
DESCRIPTION OF S&P COMMERCIAL PAPER RATINGS:
Commercial paper rated A-1 by S&P indicates that the degree of safety
regarding timely payment is either overwhelming or very strong. Those
issues
determined to possess overwhelming safety characteristics are denoted A-1+.
Capacity for timely payment on commercial paper rated A-2 is strong, but
the
relative degree of safety is not as high as for issues designated A-1.
DESCRIPTION OF MOODY'S COMMERCIAL PAPER RATINGS:
The rating Prime-1 is the highest commercial paper rating assigned by
Moody's. Issuers rated Prime-1 (or related supporting institutions) are
considered to have a superior capacity for repayment of short-term
promissory
obligations. Issuers rated Prime-2 (or related supporting institutions) are
considered to have a strong capacity for repayment of short term promissory
obligations. This will normally be evidenced by many of the characteristics
of
issuers rated Prime-1 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 alternative liquidity is maintained.
A-3
TK 2155
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