Filed with the Securities and Exchange Commission on February 20, 1998
Registration Nos.: 33-43446
811-6444
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. ___
Post-Effective Amendment No. 17 X
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 17 X
SMITH BARNEY INVESTMENT TRUST
(Exact name of Registrant as specified in Charter)
388 Greenwich Street, New York, New York 10013
(Address of Principal Executive Offices) (Zip Code)
Christina T. Sydor
Secretary
Smith Barney Investment Trust
388 Greenwich Street
New York, New York 10013
(212) 816-6474
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
As soon as possible after this Post-Effective Amendment becomes effective
It is proposed that this filing will become effective:
X immediately upon filing pursuant to Rule 485(b)
on pursuant to Rule 485(b)
60 days after filing pursuant to Rule 485(a)
on __________ pursuant to Rule 485(a)
Registrant previously registered an indefinite number of its shares pursuant
to Rule 24f-2 of the Investment Company Act of 1940. The Registrants Rule
24f-2 Notice for the fiscal year ended November 30, 1997 was filed on
February 17, 1998 as Accession No.0000091155-98-000090.
CONTENTS OF REGISTRATION STATEMENT
Front Cover
Contents Page
Cross Reference Sheet
Part A:
PROSPECTUS
Part B:
STATEMENT OF ADDITIONAL INFORMATION
Part C: Other Information
SMITH BARNEY INVESTMENT TRUST
FORM N-1A
CROSS-REFERENCE SHEET
PURSUANT TO RULE 495(b)
Part A Item No.
Prospectus Caption
1. Cover Page
Cover Page
2. Synopsis
Prospectus Summary
3. Financial Highlights
Financial Highlights
4. General Description of
Registrant
Cover Page; Prospectus Summary;
Investment Objective and Management Policies;
Additional Information
5. Management of the Fund
Management of the Trust and the
Fund; Distributor; Additional
Information; Annual Report
6. Capital Stock and Other
Securities
Investment Objective and
Management Policies; Dividends,
Distributions and Taxes;
Additional Information
7. Purchase of Securities Being
Offered
Purchase of Shares; Valuation of
Shares; Exchange Privilege;
Redemption of Shares; Minimum
Account Size; Distributor;
Additional Information
8. Redemption or Repurchase
Purchase of Shares; Redemption of
Shares; Exchange Privilege
9. Pending Legal Proceedings
Not applicable
Part B Item No.
Statement of Additional
Information Caption
10. Cover Page
Cover Page
11. Table of Contents
Table of Contents
12. General Information and
History
Distributor; Additional
Information
13. Investment Objective and
Policies
Investment Objectives and
Management Policies
14. Management of the Fund
Management of the Trust and the
Funds; Distributor
15. Control Persons and Principal
Holders of Securities
Management of the Trust and the
Funds
16. Investment Advisory and Other
Services
Management of the Trust and the
Funds; Distributor
17. Brokerage Allocation and Other
Services
Investment Objectives and
Management Policies; Distributor
18. Capital Stock and Other
Securities
Investment Objectives and
Management Policies; Purchase of
Shares; Redemption of Shares;
Taxes
19. Purchase, Redemption and
Pricing of Securities Being Offered
Purchase of Shares; Redemption of
Shares; Valuation of Shares;
Distributor; Exchange Privilege
20. Tax Status
Taxes
21. Underwriters
Distributor
22. Calculation of Performance
Data
Performance Data
23. Financial Statements
Financial Statements
PART A
PROSPECTUS
The prospectus dated July 14, 1997 for Smith Barney Large Capitalization
Growth Fund filed with Post-Effective Amendment No. 13 to the Fund's
Registration Statement on Form N-1A, is incorporated herein by reference.
THE FUND'S EXPENSES. The following expense table lists the costs and expenses
an investor
will incur either directly or indirectly as a shareholder of the Fund, based
on the maximum sales
charge or maximum CDSC that may be incurred at the time of purchase or
redemption and
the Fund's operating expenses for the fiscal year ended November 30, 1997.
<TABLE>
<CAPTION>
<S> Class A Class B Class C Class Y
<C> <C> <C>
<C>
Shareholder Transaction Expenses
Maximum sales charge imposed on
purchases (as a percentage of offering price) 5.00% None None None
Maximum Redemption Fee or CDSC (as a
percentage of original cost or redemption
proceeds, whichever is lower) None* 5.00% 1.00% None
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management fees 0.75% 0.75% 0.75% 0.75%
12b-1 Fees** 0.25 1.00 1.00 None
Other Expenses*** 0.15 0.15 0.15 0.07
Total Fund Operating Expenses 1.15% 1.90% 1.90% 0.82%
</TABLE>
*Purchases of Class A shares of $500,000 or more will be made at net asset
value with no
sales charge, but will be subject to a CDSC of 1.00% on redemptions made
within 12 months
of purchase.
**Upon conversion of Class B shares to Class A shares, such shares will no
longer be
subject to a distribution fee. Class C shares do not have a conversion feature
and, therefore,
are subject to an ongoing distribution fee. As a result, long-term
shareholders of Class C
shares may pay more than the economic equivalent of the maximum front-end
sales charge
permitted by the National Association of Securities Dealers, Inc.
***"Other Expenses" have been estimated based on expenses the Fund expects to
incur during its fiscal year ended November 30, 1997.
Example
The following example is intended to assist an investor in understanding
the various costs that an investor in the Fund will bear directly or
indirectly. The example assumes payment by the Fund of operating expenses at
the levels set forth in the table above. See "Purchase of Shares," "
Redemption of Shares" and "Management of the Trust and Fund."
1 Year 3 Years
An investor would pay the following expenses on
a $1,000 investment, assuming (1) 5.00% annual
return and (2) redemption at the end of each
period:
Class A ....... $61 $85
Class B ....... 69 90
Class C ....... 29 60
Class Y ............................................................
8 26
An investor would pay the following expenses on
the same investment, assuming the same
annual return and no redemption:
Class A ............. $61 $85
Class B ............. 19 60
Class C ............. 19 60
Class Y ............. 8 26
___________________________________________________________________
PART B
STATEMENT OF ADDITIONAL INFORMATION
The Statement of Additional Information dated March 25, 1997, as amended July
14, 1997, filed with Post-Effective Amendment No. 13 to the Trust's
Registration Statement on Form N-1A, is incorporated herein by reference.
PART C
3
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
The Registrants Annual report for the fiscal year ended November 30,
1997 was filed on January 30, 1998 as Accession Number 91155-98-000062.
Included in Part C:
Consent of Independent Accountants is filed herewith.
(b) Exhibits
Unless otherwise noted, all references are to the Registrants
Registration Statement on Form N-1A (the Registration Statement") as filed
with the Securities and Exchange Commission ("SEC") on October 21,
1991 (File Nos. 33-43446 and 811-6444).
(1)(a) Registrants Master Trust Agreement dated October 17, 1991 and
Amendments to the Master Trust Agreement dated November 21, 1991 and July 30,
1993, respectively, are incorporated by reference to Post-Effective Amendment
No. 4 to the Registration Statement filed on January 28, 1994 (Post-Effective
Amendment No. 4").
(b) Amendments to the Master Trust Agreement dated October 14, 1994 and
November 7, 1994, respectively, are incorporated by reference to a
Registration Statement filed on Form N-14 on January 6, 1995 (the N-14").
(c) Amendments to the Master Trust Agreement dated July 20, 1995 and
August 10, 1995 are incorporated by reference to Post-Effective Amendment No.
9 to the Registration Statement filed on August 29, 1995 ("Post-Effective
Amendment No. 9").
(2) Registrants By-Laws are incorporated by reference to the
Registration Statement.
(3) Not Applicable.
(4) (a) Registrants form of stock certificate for Smith Barney
S&P 500 Index Fund is incorporated by reference to Post-Effective Amendment
No.
16 to the Registration Statement filed on December 29, 1997.
(4) (b) Registrants form of stock certificate for Smith Barney
Large Capitalization Growth Fund is filed herewith.
(5)(a) Investment Advisory Agreement between the Registrant and
Greenwich Street Advisors dated July 30, 1993 is incorporated by reference to
Post-Effective Amendment No. 3 to the Registration Statement filed on December
1, 1993 ("Post-Effective Amendment No. 3").
(b) Transfer of Investment Advisory Agreement dated November 7, 1994
between the Registrant on behalf of Smith Barney Intermediate Maturity
California Municipals Fund, Greenwich Street Advisors and Mutual
Management Corp. is incorporated by reference to the N-14.
(c) Form of Transfer of Investment Advisory Agreement for Smith Barney
Limited Maturity Municipals Fund, Smith Barney Intermediate Maturity New York
Municipals Fund and Smith Barney Limited Maturity Treasury Fund is
incorporated by reference to Post-Effective Amendment No. 6 to the
Registration Statement filed on January 27, 1995 (Post-Effective Amendment No.
6").
(d) Form of Investment Advisory Agreement between the Registrant on
behalf of Smith Barney S&P 500 Index Fund and Travelers Investment
Management Company dated December 11, 1997 is incorporated by
reference to Post Effective Amendment No. 15 to the Registration Statement
filed on December 12, 1997.
(e) Form of Investment Advisory Agreement between the Registrant on
behalf of Smith Barney Large Capitalization Growth Fund and Mutual Management
Corp. (f/k/a Smith Barney Mutual Funds Management Inc.) is filed herewith.
(6)(a) Distribution Agreement between Registrant and Smith Barney
Shearson Inc. dated July 30, 1993 is incorporated by reference to Post-
Effective Amendment No. 3.
(b) Form of Distribution Agreement between the Registrant on behalf of
Smith Barney S&P 500 Index Fund and PFS Distributors is incorporated
by reference to Post-Effective Amendment No. 10.
(7) Not Applicable.
(8) Form of Custody Agreement with PNC Bank, National Association, is
incorporated by reference to Post-Effective Amendment No. 9.
(9)(a) Administration Agreement between the Registrant on behalf of
Smith Barney Intermediate Maturity California Municipals Fund and Smith,
Barney Advisers, Inc. (SBA") is incorporated by reference to the N-14.
(b) Form of Administration Agreement between the Registrant on behalf
of Smith Barney Limited Maturity Municipals Fund and Smith Barney Intermediate
Maturity New York Municipals Fund and SBA is incorporated by reference to
Post-Effective Amendment No. 6.
(c) Form of Administration Agreement between the Registrant on behalf
of Smith Barney S&P 500 Index Fund and Mutual Management Corp. is
incorporated by reference to Post Effective Amendment No. 15.
(d) Transfer Agency Agreement with First Data Investor Services
Group, Inc.(formerly known as "The Shareholder Services Group Inc.")
is incorporated by reference to Post-Effective Amendment No. 3.
(e) Form of Sub-Transfer Agency Agreement between the Registrant on
behalf of Smith Barney S&P 500 Index Fund and PFS Shareholder Services is
incorporated by reference to Post-Effective Amendment No. 10.
(10) Opinion of counsel regarding legality of shares being
registered is incorporated by reference to Pre-Effective Amendment No. 1 to
the Registration Statement filed on December 6, 1991.
(11) Consent of Independent Accountants is filed herewith.
(12) Not Applicable.
(13) Purchase Agreement between the Registrant and Shearson Lehman
Brothers Inc. is incorporated by reference to Pre-Effective Amendment No. 1.
(14) Not Applicable.
(15)(a) Amended Service and Distribution Plan pursuant to Rule 12b-1
between the Registrant on behalf of Smith Barney Intermediate Maturity
California Municipals Fund and Smith Barney Inc. is incorporated by reference
to the N-14.
(b) Form of Amended Service and Distribution Plan pursuant to Rule 12b-1
between the Registrant on behalf of Smith Barney Limited Maturity Municipals
Fund and Smith Barney Intermediate Maturity New York Municipals Fund and Smith
Barney Inc. is incorporated by reference to Post-Effective Amendment No. 6.
(c) Form of Shareholder Services and Distribution Plan pursuant to Rule
12b-1 between the Registrant on behalf of Smith Barney S&P 500 Index Fund
is incorporated by reference to Post Effective Amendment No. 15.
(d) Form of Service and Distribution Plan pursuant to Rule 12b-1
between the Registrant on behalf of the Fund and Smith Barney
Large Capitalization Growth Fund is filed herewith.
(16) Performance Data is incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement as filed on April 1, 1993.
(17) Financial Data Schedule is filed herewith.
(18) Plan adopted pursuant to Rule 18f-3(d) of the Investment Company
Act of 1940, as amended, is incorporated by reference to Post-Effective
Amendment No. 10.
Item 25. Persons Controlled by or under Common Control with Registrant
None
Item 26. Number of Holders of Securities
(1) (2)
Title of Class
Beneficial Interest par value Number of Record Holders
$0.001 per share as of February 3, 1998
Intermediate Maturity California Class A 466
Municipals Fund Class C 77
Class Y 3
Intermediate Maturity New York Class A 1,113
Municipals Fund Class C 63
Smith Barney S&P 500 Class A 147
Index Fund Class D 1
Large Capitalization Growth Fund Class A 7,921
Class B 16,618
Class C 3,216
Class Y 7
Item 27. Indemnification
The response to this item is incorporated by reference to Pre-Effective
Amendment No. 1.
Item 28(a). Business and Other Connections of Investment Adviser
Investment Adviser and Administrator - Mutual Management Corp (f/k/a as- Smith
Barney Mutual Funds Management Inc.), formerly known as Smith, Barney
Advisers, Inc.,
was incorporated in December 1968 under the laws of the State of
Delaware. SBMFM is a wholly owned subsidiary of Smith Barney Holdings
Inc. (formerly known as Smith Barney Shearson Holdings Inc.), which in
turn is a wholly owned subsidiary of Travelers Group Inc. (formerly
known as Primerica Corporation) ("Travelers"). SBMFM is registered as
an investment adviser under the Investment Advisers Act of 1940 (the
"Advisers Act") and has, through its predecessors, been in the
investment counseling business since 1934
The list required by this Item 28 of the officer and directors of SBMFM
together with information as to any other business, profession, vocation
or employment of a substantial nature engaged in by such officer and
directors during the past two fiscal years, is incorporated by reference
to Schedules A and D of FORM ADV filed by SBMFM pursuant to the Advisers
Act (SEC File No. 801-8314).
Item 29. Principal Underwriters
Consulting Group Capital Markets Funds; Global Horizons Investment Series
(Cayman Islands); Greenwich Street California Municipal Fund Inc.; Greenwich
Street Municipal Fund Inc.; Greenwich Street Series Fund; High Income
Opportunity Fund Inc.; The Italy Fund Inc.; Managed High Income Portfolio
Inc.; Managed Municipals Portfolio II Inc.; Managed Municipals Portfolio Inc.;
Municipal High Income Fund Inc.; Puerto Rico Daily Liquidity Fund Inc.; Smith
Barney Adjustable Rate Government Income Fund; Smith Barney Aggressive Growth
Fund Inc.; Smith Barney Appreciation Fund Inc.; Smith Barney Arizona
Municipals Fund Inc.; Smith Barney California Municipals Fund Inc.; Smith
Barney Concert Allocation Series Inc.; Smith Barney Small Cap Blend Fund,
Inc.; Smith Barney Equity Funds; Smith Barney Fundamental Value Fund Inc.;
Smith Barney Funds, Inc.; Smith Barney Income Funds; Smith Barney Income
Trust; Smith Barney Institutional Cash Management Fund, Inc.; Smith Barney
Intermediate Municipal Fund, Inc.; Smith Barney Investment Funds Inc.; Smith
Barney Investment Trust; Smith Barney Managed Governments Fund Inc.; Smith
Barney Managed Municipals Fund Inc.; Smith Barney Massachusetts Municipals
Fund; Smith Barney Money Funds, Inc.; Smith Barney Muni Funds; Smith Barney
Municipal Fund, Inc.; Smith Barney Municipal Money Market Fund, Inc.; Smith
Barney Natural Resources Fund Inc.; Smith Barney New Jersey Municipals Fund
Inc.; Smith Barney Oregon Municipals Fund Inc.; Smith Barney Principal Return
Fund; Smith Barney Telecommunications Trust; Smith Barney Variable Account
Funds; Smith Barney World Funds, Inc.; Smith Barney Worldwide Special Fund
N.V. (Netherlands Antilles); Travelers Series Fund Inc.; The USA High Yield
Fund N.V.; Worldwide Securities Limited (Bermuda); Zenix Income Fund Inc. and
various series of unit investment trusts.
Smith Barney is wholly owned subsidiary of Salomon Smith Barney Holdings Inc.
(formerly known as Smith Barney Holdings Inc.)
The information required by this Item 29 with respect to each director,
officer and partner of Smith Barney is incorporated by reference to Schedule A
of FORM BD filed by Smith Barney pursuant to the Securities Exchange Act of
1934 (SEC File No. 812-8510).
Item 30. Location of Accounts and Records
(1) Smith Barney Investment Trust
388 Greenwich Street
New York, New York 10013
(2) Mutual Management Corp.(f/k/a Smith Barney Mutual Funds Management
Inc.)
388 Greenwich Street
New York, New York 10013
(Records relating to its function as investment adviser to certain
of the Funds and administrator to all of the Funds)
(3) PNC Bank, National Association
17th and Chestnut Streets
Philadelphia, PA 19103
(Records relating to its function as custodian)
(4) First Data Investor Services Group, Inc.
One Exchange Place
Boston, Massachusetts 02109
(Records relating to its function as Transfer Agent and Dividend
Paying Agent)
Item 31. Management Services
Not Applicable
Item 32. Undertakings
(a) The Registrant hereby undertakes to furnish to each person
to whom a prospectus of the Registrant is delivered, a copy of the
Registrant's latest annual report, upon request and without charge.
485 (b) Certification
The Registrant hereby certifies that it meets all requirements for
effectiveness pursuant to Rule 485(b) under the Securities Act of 1933, as
amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, the Registrant, SMITH BARNEY INVESTMENT TRUST,
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized in the City of New York, in the State of
New York on the 20 th day of February, 1998.
SMITH BARNEY
INVESTMENT TRUST
/s/Heath B. McLendon
Heath B. McLendon, Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/Heath B. McLendon Chairman of the Board 2/20/98
Heath B. McLendon (Chief Executive Officer)
/s/Lewis E. Daidone Treasurer 2/20/98
Lewis E. Daidone (Chief Financial and
Accounting Officer)
/s/Herbert Barg* Trustee 2/20/98
Herbert Barg
/s/Alfred J. Bianchetti* Trustee 2/20/98
Alfred J. Bianchetti
/s/Martin Brody* Trustee 2/20/98
Martin Brody
/s/Dwight B. Crane* Trustee 2/20/98
Dwight B. Crane
/s/Burt N. Dorsett* Trustee 2/20/98
Burt N. Dorsett
/s/Elliot S. Jaffe* Trustee 2/20/98
Elliot S. Jaffe
/s/Stephen E. Kaufman* Trustee 2/20/98
Stephen E. Kaufman
/s/Joseph J. McCann* Trustee 2/20/98
Joseph J. McCann
/s/Cornelius C. Rose, Jr.* Trustee 2/20/98
Cornelius C. Rose, Jr.
_________________________________________________________________________
* Signed by Heath B. McLendon, their duly authorized attorney-in-fact,
pursuant to power
of attorney dated January 27, 1995.
/s/ Heath B. McLendon
Heath B. McLendon
u:|legal\funds\slit\1998\secdocs\lcgpea.doc
SMITH BARNEY INVESTMENT TRUST
SMITH BARNEY LARGE CAPITALIZATION GROWTH FUND
CLASS [ ] SHARES
INCORPORATED UNDER THE LAWS OF THE STATE OF MASSACHUSETTS
ACCOUNT NO. CUSIP
THIS IS TO CERTIFY THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE CLASS A SHARES OF BENEFICIAL INTEREST
OF THE PAR VALUE OF $0.1 EACH OF SMITH BARNEY LARGE CAPITALIZATION GROWTH FUND
("the Trust") transferable on the books of the Trust by the holder hereof in
person or by duly authorized attorney, upon surrender of this certificate
properly endorsed. This certificate is not valid until countersigned by the
Transfer Agent.
WITNESS the facsimile Seal of the Trust and the facsimile signatures of its
duly authorized officers.
DATED
____________________ ______________________
CHAIRMAN SECRETARY
Countersigned and Registered:
FIRST DATA INVESTORS SERVICES GROUP, INC.
a subsidiary of First Data Corporation
Transfer Agent
(Boston, Massachusetts)
BY______________________
AUTHORIZED SIGNATURE
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT -
...........Custodian...............
(Cust)
(Minor)
TEN ENT - as tenants by the entireties
under Uniform Gifts to Minors
JT TEN - as joint tenants with right
Act.....................................
of survivorship and not as
(State)
tenants in common
Additional abbreviations may also be used though not in the above
list.
For value received, ________________________________________ hereby
sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
Class A
Shares
of the beneficial interest represented by the within Certificate, and do
hereby irrevocable constitute and appoint
Attorney
to transfer the said shares on the books of the within-named Trust with full
power of substitution in the premises.
Dated:
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of the Certificate, in every particular,
without alteration or enlargement,
or any change whatever.
The Trust is authorized to issue two or more classes of beneficial interest.
The Trust will furnish to any stockholder on request and without charge a full
statement of the designation and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of the beneficial interest of each class
which the Trust is authorized to issue and, if the Trust is authorized to
issue any preferred or special class in series, of the differences in the
relative rights and preferences between the shares of each series to the
extent they have been set and the authority of the Board of Directors to set
the relative rights and preferences of subsequent series.
SMITH BARNEY INVESTMENT TRUST
SMITH BARNEY LARGE CAPITALIZATION GROWTH FUND
CLASS [ ] SHARES
INCORPORATED UNDER THE LAWS OF THE STATE OF MASSACHUSETTS
ACCOUNT NO. CUSIP
THIS IS TO CERTIFY THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE CLASS B SHARES OF BENEFICIAL INTEREST
OF THE PAR VALUE OF $0.1 EACH OF SMITH BARNEY LARGE CAPITALIZATION GROWTH FUND
("the Trust") transferable on the books of the Trust by the holder hereof in
person or by duly authorized attorney, upon surrender of this certificate
properly endorsed. This certificate is not valid until countersigned by the
Transfer Agent.
WITNESS the facsimile Seal of the Trust and the facsimile signatures of its
duly authorized officers.
DATED
____________________ ______________________
CHAIRMAN SECRETARY
Countersigned and Registered:
FIRST DATA INVESTORS SERVICES GROUP, INC.
a subsidiary of First Data Corporation
Transfer Agent
(Boston, Massachusetts)
BY______________________
AUTHORIZED SIGNATURE
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT -
...........Custodian...............
(Cust)
(Minor)
TEN ENT - as tenants by the entireties
under Uniform Gifts to Minors
JT TEN - as joint tenants with right
Act.....................................
of survivorship and not as
(State)
tenants in common
Additional abbreviations may also be used though not in the above
list.
For value received, ________________________________________ hereby
sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
Class B
Shares
of the beneficial interest represented by the within Certificate, and do
hereby irrevocable constitute and appoint
Attorney
to transfer the said shares on the books of the within-named Trust with full
power of substitution in the premises.
Dated:
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of the Certificate, in every particular,
without alteration or enlargement,
or any change whatever.
The Trust is authorized to issue two or more classes of beneficial interest.
The Trust will furnish to any stockholder on request and without charge a full
statement of the designation and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of the beneficial interest of each class
which the Trust is authorized to issue and, if the Trust is authorized to
issue any preferred or special class in series, of the differences in the
relative rights and preferences between the shares of each series to the
extent they have been set and the authority of the Board of Directors to set
the relative rights and preferences of subsequent series.
SMITH BARNEY INVESTMENT TRUST
SMITH BARNEY LARGE CAPITALIZATION GROWTH FUND
CLASS [ ] SHARES
INCORPORATED UNDER THE LAWS OF THE STATE OF MASSACHUSETTS
ACCOUNT NO. CUSIP
THIS IS TO CERTIFY THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE CLASS C SHARES OF BENEFICIAL INTEREST
OF THE PAR VALUE OF $0.1 EACH OF SMITH BARNEY LARGE CAPITALIZATION GROWTH FUND
("the Trust") transferable on the books of the Trust by the holder hereof in
person or by duly authorized attorney, upon surrender of this certificate
properly endorsed. This certificate is not valid until countersigned by the
Transfer Agent.
WITNESS the facsimile Seal of the Trust and the facsimile signatures of its
duly authorized officers.
DATED
____________________ ______________________
CHAIRMAN SECRETARY
Countersigned and Registered:
FIRST DATA INVESTORS SERVICES GROUP, INC.
a subsidiary of First Data Corporation
Transfer Agent
(Boston, Massachusetts)
BY______________________
AUTHORIZED SIGNATURE
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT -
...........Custodian...............
(Cust)
(Minor)
TEN ENT - as tenants by the entireties
under Uniform Gifts to Minors
JT TEN - as joint tenants with right
Act.....................................
of survivorship and not as
(State)
tenants in common
Additional abbreviations may also be used though not in the above
list.
For value received, ________________________________________ hereby
sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
Class C
Shares
of the beneficial interest represented by the within Certificate, and do
hereby irrevocable constitute and appoint
Attorney
to transfer the said shares on the books of the within-named Trust with full
power of substitution in the premises.
Dated:
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of the Certificate, in every particular,
without alteration or enlargement,
or any change whatever.
The Trust is authorized to issue two or more classes of beneficial interest.
The Trust will furnish to any stockholder on request and without charge a full
statement of the designation and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of the beneficial interest of each class
which the Trust is authorized to issue and, if the Trust is authorized to
issue any preferred or special class in series, of the differences in the
relative rights and preferences between the shares of each series to the
extent they have been set and the authority of the Board of Directors to set
the relative rights and preferences of subsequent series.
SMITH BARNEY INVESTMENT TRUST
SMITH BARNEY LARGE CAPITALIZATION GROWTH FUND
CLASS [ ] SHARES
INCORPORATED UNDER THE LAWS OF THE STATE OF MASSACHUSETTS
ACCOUNT NO. CUSIP
THIS IS TO CERTIFY THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE CLASS Y SHARES OF BENEFICIAL INTEREST
OF THE PAR VALUE OF $0.1 EACH OF SMITH BARNEY LARGE CAPITALIZATION GROWTH FUND
("the Trust") transferable on the books of the Trust by the holder hereof in
person or by duly authorized attorney, upon surrender of this certificate
properly endorsed. This certificate is not valid until countersigned by the
Transfer Agent.
WITNESS the facsimile Seal of the Trust and the facsimile signatures of its
duly authorized officers.
DATED
____________________ ______________________
CHAIRMAN SECRETARY
Countersigned and Registered:
FIRST DATA INVESTORS SERVICES GROUP, INC.
a subsidiary of First Data Corporation
Transfer Agent
(Boston, Massachusetts)
BY______________________
AUTHORIZED SIGNATURE
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT -
...........Custodian...............
(Cust)
(Minor)
TEN ENT - as tenants by the entireties
under Uniform Gifts to Minors
JT TEN - as joint tenants with right
Act.....................................
of survivorship and not as
(State)
tenants in common
Additional abbreviations may also be used though not in the above
list.
For value received, ________________________________________ hereby
sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
Class Y
Shares
of the beneficial interest represented by the within Certificate, and do
hereby irrevocable constitute and appoint
Attorney
to transfer the said shares on the books of the within-named Trust with full
power of substitution in the premises.
Dated:
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of the Certificate, in every particular,
without alteration or enlargement,
or any change whatever.
The Trust is authorized to issue two or more classes of beneficial interest.
The Trust will furnish to any stockholder on request and without charge a full
statement of the designation and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of the beneficial interest of each class
which the Trust is authorized to issue and, if the Trust is authorized to
issue any preferred or special class in series, of the differences in the
relative rights and preferences between the shares of each series to the
extent they have been set and the authority of the Board of Directors to set
the relative rights and preferences of subsequent series.
SMITH BARNEY INVESTMENT TRUST
SMITH BARNEY LARGE CAPITALIZATION GROWTH FUND
CLASS [ ] SHARES
INCORPORATED UNDER THE LAWS OF THE STATE OF MASSACHUSETTS
FORM OF
INVESTMENT MANAGEMENT AGREEMENT
April [ ], 1997
Smith Barney Mutual Funds Management Inc.
388 Greenwich Street
New York, New York 10013
Dear Sirs:
This Investment Management Agreement (the "Agreement") is made on this [
] day of April, 1997, by and between Smith Barney Investment Trust , a
business trust organized under the laws of the Commonwealth of Massachusetts
(the "Trust"), in respect of its sub-trust, Smith Barney Large Capitalization
Growth Fund (the "Fund"), and Smith Barney Mutual Funds Management Inc.
("SBMFM") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by investing and reinvesting in
investments of the kind and in accordance with the limitations specified
in: (i) the Trust's Master Trust Agreement, as amended from time to time
(the "Master Trust Agreement"); (ii) the Fund's Prospectus (the
"Prospectus"); and (iii) the Fund's Statement of Additional Information
(the "Statement") filed with the Securities and Exchange Commission (the
"SEC") as part of the Fund's Registration Statement on Form N-1A, as
amended from time to time, and in such manner and to such extent as may
from time to time be approved by the Board of Trustees of the Trust (the
"Board"). Copies of the Fund's Prospectus and the Statement and the
Trust's Master Trust Agreement have been or will be submitted to SBMFM.
The Trust desires to employ and hereby appoints SBMFM to act as
investment manager for the Fund. SBMFM accepts the appointment and
agrees to furnish the services for the compensation set forth below.
SBMFM is hereby authorized to retain third parties and is hereby
authorized to delegate some or all of its duties and obligations
hereunder to such persons, provided such persons shall remain under the
general supervision of SBMFM.
2. Services as Investment Manager
Subject to the supervision and direction of the Board, SBMFM will: (a)
assist in supervising all aspects of the Fund's operations; (b) supply
the Fund with office facilities (which may be in SBMFM's own offices),
statistical and research data, data processing services, clerical,
accounting and bookkeeping services, including, but not limited to, the
calculation of (i) the net asset value of shares of the Fund, (ii)
applicable contingent deferred sales charges and similar fees and
charges and (iii) distribution fees, internal auditing and legal
services, internal executive and administrative services, and stationery
and office supplies; and (c) prepare reports to shareholders of the
Fund, tax returns and reports to and filings with the SEC and state blue
sky authorities.
3. Compensation
In consideration of the services rendered pursuant to this Agreement,
the Trust will pay SBMFM, on the first business day of each month, a fee
for the previous month at an annual rate of 0.75% of the Fund's average
daily net assets. The fee for the period from the date the Fund
commences its investment operations to the end of the month during which
the Fund commences its investment operations shall be pro-rated
according to the proportion that such period bears to the full monthly
period. Upon any termination of this Agreement before the end of any
month, the fee for such part of that month shall be pro-rated according
to the proportion that such period bears to the full monthly period and
shall be payable upon the date of termination of this Agreement. For
the purpose of determining fees payable to SBMFM, the value of the
Fund's net assets shall be computed at the times and in the manner
specified in the Fund's Prospectus and/or the Statement, as from time to
time in effect.
4. Expenses
SBMFM will bear all expenses in connection with the performance of its
services under this Agreement. The Fund will bear certain other
expenses to be incurred in its operation, including: investment advisory
and administration fees; charges of custodians and transfer and dividend
disbursing agents; fees for necessary professional services, such as the
Fund's and Board members' proportionate share of insurance premiums,
professional associations, dues and/or assessments; and brokerage
services, including taxes, interest and commissions; costs attributable
to investor services, including without limitation, telephone and
personnel expenses; costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing shareholders; the costs of regulatory
compliance, such as SEC fees and state blue sky qualifications fees;
outside auditing and legal expenses and costs associated with
maintaining the Fund's legal existence; costs of shareholders' reports
and meetings of the officers or Board; fees of the members of the Board
who are not officers, directors or employees of Smith Barney, Inc. or
its affiliates or any person who is an affiliate of any person to whom
duties may be delegated hereunder and any extraordinary expenses. In
addition, the Fund will pay all service and distribution fees pursuant
to a Services and Distribution Plan adopted under Rule 12b-1 of the
Investment Company Act of 1940, as amended (the "1940 Act").
5. Reimbursement to the Fund
If in any fiscal year the aggregate expenses of the Fund (including fees
pursuant to this Agreement, but excluding distribution fees, interest,
taxes, brokerage and, if permitted by state securities commissions,
extraordinary expenses) exceed the expense limitations of any state
having jurisdiction over the Fund, SBMFM will reimburse the Fund for
that excess expense to the extent required by state law in the same
proportion as its respective fees bear to the combined fees for
investment advice and administration. The expense reimbursement
obligation of SBMFM will be limited to the amount of its fees hereunder.
Such expense reimbursement, if any, will be estimated, reconciled and
paid on a monthly basis.
6. Brokerage
In selecting brokers or dealers to execute transactions on behalf of the
Fund, SBMFM will seek the best overall terms available. In assessing
the best overall terms available for any transaction, SBMFM will
consider factors it deems relevant, including, but not limited to, the
breadth of the market in the security, the 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 selecting brokers or dealers
to execute a particular transaction, and in evaluating the best overall
terms available, SBMFM is authorized to consider the brokerage and
research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934, as amended) provided to the Fund and/or
other accounts over which SBMFM or its affiliates exercise investment
discretion.
7. Information Provided to the Fund
SBMFM will keep the Trust informed of developments materially affecting
the Fund's portfolio, and will, on its own initiative, furnish the Trust
from time to time with whatever information SBMFM believes is
appropriate for this purpose.
8. Standard of Care
SBMFM shall exercise its best judgment in rendering the services listed
in paragraph 2 above. SBMFM shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, provided
that nothing in this Agreement shall be deemed to protect or purport to
protect SBMFM against any liability to the Trust or to the Fund's
shareholders to which SBMFM would otherwise be subject by reason of
willful malfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of SBMFM 's reckless disregard of
its obligations and duties under this Agreement.
9. Services to Other Companies or Accounts
The Trust understands that SBMFM now acts, will continue to act and may
act in the future as: investment adviser to fiduciary and other managed
accounts, as well as to other investment companies; and the Trust has no
objection to SBMFM's so acting, provided that whenever the Fund and one
or more other investment companies advised by SBMFM have available funds
for investment, investments suitable and appropriate for each will be
allocated in accordance with a formula believed to be equitable to each
company. The Trust recognizes that in some cases this procedure may
adversely affect the size of the position obtainable for the Fund. In
addition, the Trust understands that the persons employed by SBMFM to
assist in the performance of SBMFM's duties under this Agreement will
not devote their full time to such service and nothing contained in this
Agreement shall be deemed to limit or restrict the right of SBMFM or any
affiliate of SBMFM to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
l0. Term of Agreement
This Agreement shall become effective as of the date the Fund commences
its investment operations and continue for an initial two-year term and
shall continue thereafter so long as such continuance is specifically
approved at least annually by (i) the Board or (ii) a vote of a
"majority" (as defined in the 1940 Act) of the Fund's outstanding voting
securities, provided that in either event the continuance is also
approved by a majority of the Board members who are not "interested
persons" (as defined in the 1940 Act) of any party to this Agreement, by
vote cast in person or by proxy at a meeting called for the purpose of
voting on such approval. This Agreement is terminable, without penalty,
on 60 days' written notice, by the Board or by vote of holders of a
majority of the Fund's shares, or upon 90 days' written notice, by
SBMFM. This Agreement will also terminate automatically in the event of
its assignment (as defined in the 1940 Act).
11. Representation by the Trust
The Trust represents that a copy of the Master Trust Agreement is on
file with the Secretary of the Commonwealth of Massachusetts and with
the City of Boston.
12. Indemnification
The Trust agrees to indemnify SBMFM and its officers, directors,
employees, affiliates, controlling persons, agents (including persons to
whom responsibilities are delegated hereunder) against any loss, claim,
expense or cost of any kind (including reasonable attorney's fees)
resulting or arising in connection with this Agreement, or from the
performance or failure to perform any act hereunder, provided that no
such indemnification shall be available if the indemnitee violated the
standard of care in paragraph 9 above. This indemnification shall be
limited by the 1940 Act and relevant state law. Each indemnitee shall be
entitled to advance of its expenses in accordance with the requirements
of the 1940 Act and the rules, regulations and interpretations thereof
as in effect from time to time.
13. Limitation of Liability
The Trust and SBMFM agree that the obligations of the Trust under this
Agreement shall not be binding upon any of the Board members,
shareholders, nominees, officers, employees or agents, whether past,
present or future, of the Trust individually, but are binding only upon
the assets and property of the Fund, as provided in the Master Trust
Agreement. The execution and delivery of this Agreement have been duly
authorized by the Trust and SBMFM, and signed by an authorized officer
of each, acting as such. Neither the authorization by the Board members
of the Trust, nor the Trust execution and delivery by the officer of the
Trust shall be deemed to have been made by any of them individually or
to impose any liability on any of them personally, but shall bind only
the assets and property of the Fund as provided in the Master Trust
Agreement.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance hereof by signing and returning the enclosed copy of
this Agreement to us.
Very truly yours,
Smith Barney Investment Trust,
on behalf of
Smith Barney Large Capitalization
Growth Fund
By:
Title:
Accepted:
Smith Barney Mutual Funds Management Inc.
By:
Name:
Title:
g:\boards\wed\1997\misc\newfunds.doc
Independent Auditors' Consent
To the Shareholders and Board of Trustees of
Smith Barney Investment Trust:
We consent to the use of our report dated January 15, 1998, for the Smith
Barney Large Capitalization Growth Fund of Smith Barney Investment Trust
incorporated herein by reference.
KPMG Peat Marwick LLP
New York, New York
February 20, 1998
FORM OF SHAREHOLDER
SERVICES AND DISTRIBUTION PLAN
This Shareholder Services and Distribution Plan (the "Plan") is adopted in
accordance with Rule 12b-1 (the "Rule") under the Investment Company Act of
1940, as amended (the "1940 Act"), by Smith Barney Investment Trust, a
business trust organized under the laws of the Commonwealth of Massachusetts
(the "Trust"), in respect to the Smith Barney Large Capitalization Growth Fund
(the "Fund"), subject to the following terms and conditions:
Section 1. Annual Fee.
(a) Class A Service Fee. The Trust will pay to the distributor of the
Fund's shares of beneficial interest, Smith Barney Inc., a
corporation organized under the laws of the State of Delaware (the
"Distributor"), a service fee under the Plan at an annual rate of
0.25% of the average daily net assets of the Fund attributable to the
Class A shares sold by the Distributor (the "Class A Service Fee").
(b) Service Fee for Class B shares. The Trust will pay to the Fund's
Distributor a service fee under the Plan at the annual rate of 0.25%
of the average daily net assets of the Fund attributable to the Class
B shares sold by the Distributor (the "Class B Service Fee").
(c) Distribution Fee for Class B shares. In addition to the Class B
Service Fee, the Trust will pay the Distributor a distribution fee
under the Plan at the annual rate of 0.75% of the average daily net
assets of the Fund attributable to the Class B shares sold by the
Distributor (the "Class B Distribution Fee").
(d) Service Fee for Class C shares. The Trust will pay to the Fund's
Distributor a service fee under the plan at the annual rate of 0.25%
of the average daily net assets of the Fund attributable to the Class
C shares sold by the Distributor (the "Class C Service Fee").
(e) Distribution Fee for Class C shares. In addition to the Class C
Service Fee, the Trust will pay the Fund's Distributor a distribution
fee under the plan at the annual rate of 0.75% of the average daily
net assets of the Fund attributable to the Class C shares sold by the
Distributor (the "Class C Distribution Fee").
(f) Payment of Fees. The Service Fees and Distribution Fees will be
calculated daily and paid monthly by the Trust with respect to the
foregoing classes of the Fund's shares (each a "Class" and together,
the "Classes") at the annual rates indicated above.
Section 2. Expenses Covered by the Plan.
With respect to expenses incurred by each Class, its respective Service
Fees and/or Distribution Fees may be used by the Distributor for: (a) costs of
printing and distributing the Fund's prospectuses, statements of additional
information and reports to prospective investors in the Fund; (b) costs
involved in preparing, printing and distributing sales literature pertaining
to the Fund; (c) an allocation of overhead and other branch office
distribution-related expenses of the Distributor; (d) payments made to, and
expenses of, the Distributor's financial consultants and other persons who
provide support services to Fund shareholders in connection with the
distribution of the Fund's shares, including but not limited to, office space
and equipment, telephone facilities, answering routine inquires regarding the
Fund and its operation, processing shareholder transactions, forwarding and
collecting proxy material, changing dividend payment elections and providing
any other shareholder services not otherwise provided by the Fund's transfer
agent; and (e) accruals for interest on the amount of the foregoing expenses
that exceed the Distribution Fee and, in the case of Class B and Class C
shares, the contingent deferred sales charge received by the Distributor;
provided, however, that the Distribution Fees may be used by the Distributor
only to cover expenses primarily intended to result in the sale of those
shares, including, without limitation, payments to the Distributor's financial
consultants at the time of the sale of the shares. In addition, Service Fees
are intended to be used by the Distributor primarily to pay its financial
consultants for servicing shareholder accounts, including a continuing fee to
each such financial consultant, which fee shall begin to accrue immediately
after the sale of such shares.
Section 3. Approval by Shareholders
The Plan will not take effect, and no fees will be payable in accordance
with Section 1 of the Plan, with respect to a Class until the Plan has been
approved by a vote of at least a majority of the outstanding voting securities
of the Class. The Plan will be deemed to have been approved with respect to a
Class, so long as a majority of the outstanding voting securities of the Class
votes for the approval of the Plan, notwithstanding that: (a) the Plan has not
been approved by a majority of the outstanding voting securities of any other
Class; or (b) the Plan has not been approved by a majority of the outstanding
voting securities of the Fund.
Section 4. Approval by Trustees
Neither the Plan nor any related agreements will take effect until approved
by a majority vote of both (a) the Board of Trustees and (b) those Trustees
who are not interested persons of the Trust and who have no direct or indirect
financial interest in the operation of the Plan or in any agreements related
to it (the "Qualified Trustees"), cast in person at a meeting called for the
purpose of voting on the Plan and the related agreements.
Section 5. Continuance of the Plan.
The Plan will continue in effect with respect to each Class until April 30,
1998 and thereafter for successive twelve-month periods with respect to each
Class; provided, however, that such continuance is specifically approved at
least annually by the Trustees of the Trust and by a majority of the Qualified
Trustees.
Section 6. Termination.
The Plan may be terminated at any time with respect to a Class (i) by the
Trust without the payment of any penalty, by the vote of a majority of the
outstanding voting securities of such Class or (ii) by a majority vote of the
Qualified Trustees. The Plan may remain in effect with respect to a particular
Class even if the Plan has been terminated in accordance with this Section 6
with respect to any other Class.
Section 7. Amendments.
The Plan may not be amended with respect to any Class so as to increase
materially the amounts of the fees described in Section 1 above, unless the
amendment is approved by a vote of holders of at least a majority of the
outstanding voting securities of that Class. No material amendment to the Plan
may be made unless approved by the Trust's Board of Trustees in the manner
described in Section 3 above.
Section 8. Selection of Certain Trustees.
While the Plan is in effect, the selection and nomination of the Trust's
Trustees who are not interested persons of the Fund will be committed to the
discretion of the Trustees then in office who are not interested persons of
the Fund.
Section 9. Written Reports
In each year during which the Plan remains in effect, any person authorized
to direct the disposition of monies paid or payable by the Fund pursuant to
the Plan or any related agreement will prepare and furnish to the Trust's
Board of Trustees and the Board will review, at least quarterly, written
reports complying with the requirements of the Rule, which set out the amounts
expended under the Plan and the purposes for which those expenditures were
made.
Section 10. Preservation of Materials.
The Trust will preserve copies of the Plan, any agreement relating to the
Plan and any report made pursuant to Section 9 above, for a period of not less
than six years (the first two years in an easily accessible place) from the
date of the Plan, agreement or report.
Section 11. Meanings of Certain Terms.
As used in the Plan, the terms "interested person" and "majority of the
outstanding voting securities" will be deemed to have the same meaning that
those terms have under the rules and regulations under the 1940 Act, subject
to any exemption that may be granted to the Fund under the 1940 Act, by the
Securities and Exchange Commission.
IN WITNESS WHEREOF, the Fund has executed the Plan as of April ____, 1997.
SMITH BARNEY INVESTMENT TRUST,
On behalf of
Smith Barney Large Capitalization Growth Fund
By: ____________________________________
Heath B. McLendon
Chairman of the Board
g:\boards\wed\1997\misc\newfunds.doc
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
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<NAME> SMITH BARNEY INVESTMENT TRUST
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<NAME> SB LARGE CAPITALIZATION GROWTH FUND, CLASS A
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000880366
<NAME> SMITH BARNEY INVESTMENT TRUST
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<NUMBER> 4
<NAME> SB LARGE CAPITALIZATION GROWTH FUND, CLASS B
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
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<NAME> SMITH BARNEY INVESTMENT TRUST
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<NAME> SB LARGE CAPITALIZATION GROWTH FUND, CLASS C
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<TABLE> <S> <C>
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<NAME> SMITH BARNEY INVESTMENT TRUST
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<NAME> SB LARGE CAPITALIZATION GROWTH FUND, CLASS Y
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000880366
<NAME> SMITH BARNEY INVESTMENT TRUST
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<NUMBER> 2
<NAME> INTERMEDIATE MATURITY NEW YORK MUNICIPALS FUND, CLASS A
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<NAME> SMITH BARNEY INVESTMENT TRUST
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<NAME> INTERMEDIATE MATURITY NEW YORK MUNICIPALS FUND, CLASS C
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