SMITH BARNEY S&P 500 INDEX FUND
(the Fund)
Supplement Dated July 14, 1998
To Prospectus Dated December 30, 1997
The following information supplements, the information set forth in the
Prospectus under Investment Objective and Management Policies.
Year 2000. The investment management services provided to the Fund by
the Adviser, Administrator and the services provided to shareholders by Smith
Barney, the Funds Distributor, depend on the smooth functioning of their
computer systems. Many computer software systems in use today cannot
recognize the year 2000, but revert to 1900 or some other date, due to the
manner in which dates were encoded and calculated. That failure could have a
negative impact on the Funds operations, including the handling of securities
trades, pricing and account services. The Adviser, Administrator and Smith
Barney have advised the Fund that they have been reviewing all of their
computer systems and actively working on necessary changes to their
systems to prepare for the year 2000 and expect that their systems will be
compliant before that date. In addition, the Adviser and Administrator have
been advised by the Funds custodian, transfer agent and accounting service
agent that they are also in the process of modifying their
systems with the same goal. There can, however, be no assurance that the
Adviser, Administrator, Smith Barney or any other service provider will be
successful, or that interaction with other non-complying computer systems
will not impair Fund services at that time.
Additionally, the following information supplements the information set forth
in the Prospectus under Management of the Fund.
On April 6, 1998, Travelers announced that it had entered into a Merger
Agreement with Citicorp. The transaction, which is expected to be completed
during the third quarter of 1998, is subject to various regulatory approvals,
including approval by the Federal Reserve Board. The transaction is also
subject to approval by the Federal Reserve Board. The transaction is also
subject to approval by the stockholders of each of Travelers and Citicorp.
Upon consummation of the merger, the surviving corporation would be a bank
holding company subject to regulation under the Bank Holding Company Act of
1956 (the BHCA), the requirements of the Glass-Steagall Act and certain other
laws and regulations. Although the effects of the merger of Travelers and
Citicorp and compliance with the requirements of BHCA and the Glass-Steagall
Act are still under review, the Adviser and the Administrator do not believe
that its compliance with applicable laws following the merger of Travelers
and Citicorp will have a material adverse effect on its ability to continue
to provide the Fund with the same level of investment advisory services that
it currently receives.
FD01521
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