As filed with the Securities and Exchange Commission
on November 12, 1998
Securities Act Registration No. 33 -43446
Investment Company Act Registration No. 811-
6444
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 21 [X]
and/or
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [ ]
AMENDMENT NO. 21
__________________ [ ]
Smith Barney Investment Trust
(a Massachusetts Business Trust)
(Exact Name of Registrant as Specified in Charter)
388 Greenwich Street
New York, New York 10013
(Address of Principal Executive Offices)
(212) 816-6474
(Registrants Telephone Number, including Area Code)
Christina T. Sydor, Secretary
Smith Barney Investment Trust
388 Greenwich Street
New York, New York 10013
(Name and Address of Agent for Service)
_____________________
Copies to:
Burton M. Leibert, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
_______________
Approximate Date of Proposed Public Offering:
Continuous.
It is proposed that this filing will become effective
(check appropriate box):
[ ] Immediately upon filing pursuant to [ ]
[X] On November 12, 1998 pursuant to paragraph (b)
of Rule 485
[ ] 60 days after filing pursuant to [ ]
On (date) pursuant to
paragraph (a)(1) paragraph (a)(1)
[ ] 75 days after filing pursuant to [ ]
On (date) pursuant to
paragraph (a)(2)paragraph (a)(2) of
rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates
a new effective date for a previously filed
post effective amendment.
Title of Securities Being Registered: Shares of
Beneficial Interest
SMITH BARNEY INVESTMENT TRUST
FORM N-1A
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
Table of Contents
3. Financial Highlights
The Fund's Expenses
4. General Description of
Registrant
Cover Page;
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, Exchange and Redemption
of Shares; Valuation of
Shares; Distributor;
Additional Information
8. Redemption or Repurchase
Purchase, Exchange and Redemption
of Shares
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
Fund; Distributor
15. Control Persons and Principal
Holders of Securities
Management of the Trust and the
Fund
16. Investment Advisory and Other
Services
Management of the Trust and the
Fund; 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
<PAGE>
SMITH BARNEY
Large
Capitalization
Growth Fund
Class Z Shares Only
NOVEMBER 12, 1998
PROSPECTUS BEGINS ON PAGE ONE
P R O S P E C T U S
[LOGO] Smith Barney Mutual Funds
Investing For Your Future.
Every Day
<PAGE>
PROSPECTUS NOVEMBER 12, 1998
Smith Barney Large Capitalization Growth Fund -- Class Z Shares
388 Greenwich Street
New York, New York 10013
1-800-451-2010
Smith Barney Large Capitalization Growth Fund (the "Fund") is a mutual fund
that seeks long-term growth of capital by investing, under normal market condi-
tions, 65% of its assets in equity securities of companies with large market
capitalizations. The Fund defines large capitalization companies as those com-
panies with market capitalizations of $5 billion or more at the time of the
Fund's investment.
The Fund is one of a number of funds, each having distinct investment objec-
tives and policies making up the Smith Barney Investment Trust (the "Trust").
The Trust is an open-end management investment company commonly referred to as
a mutual fund.
This Prospectus sets forth concisely certain information about the Fund,
including expenses, that prospective investors will find helpful in making an
investment decision. Investors are encouraged to read this Prospectus carefully
and retain it for future reference.
The Class Z Shares described in this Prospectus are currently offered
exclusively for sale to tax-exempt employee benefit and retirement plans of
Salomon Smith Barney Inc. ("Salomon Smith Barney") or any of its affiliates
("Qualified Plans").
Additional information about the Fund is contained in a Statement of Addi-
tional Information, (the "SAI") dated March 30, 1998, as amended or supple-
mented from time to time, that is available upon request and without charge by
calling or writing the Fund at the telephone number or address set forth above
or by contacting a Salomon Smith Barney Financial Consultant. The SAI has been
filed with the Securities and Exchange Commission (the "SEC") and is incorpo-
rated by reference into this Prospectus in its entirety.
CFBDS, INC.
Distributor
MUTUAL MANAGEMENT CORP.
Investment Manager
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
THE FUND'S EXPENSES 3
- -------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES 4
- -------------------------------------------------
VALUATION OF SHARES 8
- -------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES 8
- -------------------------------------------------
PURCHASE, EXCHANGE AND REDEMPTION OF SHARES 10
- -------------------------------------------------
PERFORMANCE 10
- -------------------------------------------------
MANAGEMENT OF THE TRUST AND THE FUND 11
- -------------------------------------------------
ADDITIONAL INFORMATION 12
- -------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
No person has been authorized to give any information or to make any repre-
sentations in connection with this offering other than those contained in this
Prospectus and, if given or made, such other information or representations
must not be relied upon as having been authorized by the Fund or the distribu-
tor. This Prospectus does not constitute an offer by the Fund or the distribu-
tor to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction.
- --------------------------------------------------------------------------------
2
<PAGE>
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 Class Z shares of the
Fund, based on the Fund's estimated operating expenses.
- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES*
<TABLE>
<CAPTION>
(as a percentage of aver-
age net assets)
Management fees 0.75%
Other expenses 0.15
- --------------------------------------
<S> <C>
TOTAL FUND OPERATING EXPENSES 0.90%
</TABLE>
- --------------------------------------------------------------------------------
* Annual Fund Operating Expenses have been estimated based on expenses the Fund
expects to incur during its fiscal year ending November 30, 1998.
The nature of the services for which the Fund pays management fees is
described under "Management of the Trust and the Fund." "Other expenses" in the
above table include fees for shareholder services, custodial fees, legal and
accounting fees, printing costs and registration fees.
EXAMPLE
The following example is intended to assist an investor in understanding the
various costs that an investor in the 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 Exchange and Redemption of Shares" and
"Management of the Trust and the Fund."
<TABLE>
<S> <C> <C> <C> <C>
SMITH BARNEY LARGE CAPITALIZATION
GROWTH FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
An investor would pay the following expenses
on a $1,000 investment in Class Z shares of
the Fund, assuming (1) 5.00% annual return and
(2) redemption at the end of each time period. $9 $29 $50 $111
</TABLE>
- --------------------------------------------------------------------------------
The example also provides a means for the investor to compare expense levels
of funds with different fee structures over varying investment periods. To
facilitate such comparison, all funds are required to utilize a 5.00% annual
return assumption. However, the Fund's actual return will vary and may be
greater or less than 5.00%. THIS EXAMPLE SHOULD NOT BE CONSIDERED REPRESENTA-
TIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN.
3
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The Fund's investment objective is long term growth of capital by investing
in equity securities of companies with large market capitalizations. This
investment objective may not be changed without the approval of the holders of
a majority of the Fund's outstanding shares. There can be no assurance that the
Fund's investment objective will be achieved.
The Fund attempts to achieve its investment objective by investing primarily
in equity securities consisting of common stocks which are believed to afford
attractive opportunities for investment growth. The core holdings of the Fund
are large capitalization companies that are dominant in their industries,
global in scope and have a long term history of performance. The Fund normally
invests at least 65% of its total assets in these securities. The Fund does
have the flexibility, however, to invest the balance in companies with other
market capitalizations. The Fund defines large market capitalization companies
as those having $5 billion or more at the time of the Fund's investment. Compa-
nies whose capitalization falls below this level after purchase will continue
to be considered large capitalization companies for purposes of the 65% policy.
Companies with large market capitalizations typically have a large number of
publicly held shares and a high trading volume resulting in a high degree of
liquidity. When choosing the Fund's investments, the Fund seeks companies that
it expects will demonstrate consistent and sustainable long term growth in
earnings per share, strong cash flow, a high return on equity and a quality
balance sheet. This method of selecting stocks is based on the belief that a
company's earnings growth will eventually translate into growth in the price of
its stock. In analyzing securities for investment Mutual Management Corp.
("MMC" or the "Manager") considers many different factors, including past
growth records, management capability, future earnings prospects and technolog-
ical innovation, as well as general market and economic factors that can influ-
ence the price of securities. The value of the Fund's investments, and thus the
net asset value of the Fund's shares, will fluctuate in response to changes in
market and economic conditions, as well as the financial condition and pros-
pects of issuers in which the Fund invests.
Under normal market conditions, the majority of the Fund's portfolio will
consist of common stocks, but it also may contain money market instruments for
cash management purposes. The Fund reserves the right, as a defensive measure,
to hold money market securities, including repurchase agreements or cash, in
such proportions as, in the opinion of management, prevailing market or eco-
nomic conditions warrant.
Further information about the Fund's investment policies, including a list of
those restrictions on its investment activities that cannot be changed without
shareholder approval, appears in the SAI.
4
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
INVESTMENT STRATEGIES AND TECHNIQUES
Equity Securities. The Fund will normally invest at least 65% of its assets
in equity securities, primarily common stocks and, to a lesser extent, securi-
ties convertible into common stock and rights to subscribe for common stock.
Common stocks represent an equity (ownership) interest in a corporation.
Although equity securities have a history of long-term growth in value, their
prices fluctuate based on changes in a company's financial condition and on
overall market and economic conditions.
Short-Term Investments. The Fund may also invest in money market instruments
such as: U.S. government securities; certificates of deposit, time deposits and
bankers' acceptances issued by domestic banks (including their branches located
outside the United States and subsidiaries located in Canada), domestic
branches of foreign banks, savings and loan associations and similar institu-
tions; high-grade commercial paper; and repurchase agreements with respect to
such instruments.
When-Issued Securities and Delayed-Delivery Transactions. In order to secure
yields or prices deemed advantageous at the time, the Fund may purchase or sell
securities on a when-issued or delayed-delivery basis. The Fund will enter into
a when-issued transaction for the purpose of acquiring portfolio securities and
not for the purpose of leverage. In such transactions delivery of the securi-
ties occurs beyond the normal settlement periods, but no payment or delivery is
made by the Fund prior to the actual delivery or payment by the other party to
the transaction. Due to fluctuations in the value of securities purchased or
sold on a when-issued or delayed-delivery basis, the yields obtained on those
securities may be higher or lower than the yields available in the market on
the dates when the investments are actually delivered to the buyers. The Fund
will establish with its custodian a segregated account consisting of cash or
equity and debt securities of any grade provided such securities have been
determined by the Manager to be liquid and unencumbered pursuant to guidelines
established by the Trustees in an amount equal to the amount of its when-issued
and delayed-delivery commitments. Placing securities rather than cash in the
segregated account may have a leveraging effect on the Fund's net assets.
Futures Contracts and Options on Futures Contracts. The Fund may enter into
transactions in futures contracts and options on futures only (i) for bona fide
hedging purposes (as defined in Commodities Futures Trading Commission regula-
tions), or (ii) for non-hedging purposes, provided that the aggregate initial
margin and premiums on such non-hedging positions do not exceed 5% of the liq-
uidation value of the Fund's assets.
Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of a specific security at a specified
future time and at a specified price. The primary purpose of entering into a
futures contract by the Fund is to protect the Fund from fluctuations in the
value of securities without
5
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
actually buying or selling the securities. The Fund may enter into futures
contracts and options on futures to seek higher investment returns when a
futures contract is priced more attractively than stocks comprising a bench-
mark index, to facilitate trading or to reduce transaction costs. The Fund
will only enter into futures contracts and options on futures contracts that
are traded on a domestic exchange and board of trade. Assets committed to
futures contracts will be segregated at the Fund's custodian to the extent
required by law.
Among the several risks accompanying the utilization of futures contracts
and options on futures contracts are: First, the successful use of futures and
options is dependent upon the ability of the Manager to predict correctly
movements in the stock market or in the direction of interest rates. These
predictions involve skills and techniques that may be different from those
involved in the management of investments in securities. If the prices of the
underlying commodities move in an unanticipated manner, the Fund may lose the
expected benefit of these futures or options transactions and may incur loss-
es. Second, positions in futures contracts and options on futures contracts
may only be closed out by entering into offsetting transactions on the
exchange where the position was entered into (or through a linked exchange),
and as a result of daily price fluctuations limits there can be no assurance
the offsetting transaction could be entered into at an advantageous price at a
particular time. Consequently, the Fund may realize a loss on a futures con-
tract or option that is not offset by an increase in the value of its portfo-
lio securities that are being hedged or the fund may not be able to close a
futures or options position without incurring a loss in the event of adverse
price movements.
Options on Securities, Securities Indexes and Currencies. The Fund may write
(sell) covered put and call options on securities, securities indexes and cur-
rencies ("Options") and purchase put and call Options that are traded on for-
eign or U.S. securities exchanges and over the counter. The Fund will write
such Options for the purpose of increasing its return and/or protecting the
value of its portfolio. In particular, where the Fund writes an Option that
expires unexercised or is closed out by the Fund at a profit, it will retain
the premium paid for the Option, which will increase its gross income and will
offset in part the reduced value of a portfolio security in connection with
which the Option may have been written or the increased cost of portfolio
securities to be acquired. However, the writing of Options constitutes only a
partial hedge, up to the amount of the premium, less any transaction costs. In
contract, if the price of the security underlying the Option moves adversely
to the Fund's position, the Option may be exercised and the Fund will be
required to purchase or sell the security at a disadvantageous price, result-
ing in losses that may only be partially offset by the amount of the premium.
The Fund may also write combinations of put and call Options on the same secu-
rity, known as "straddles." Such transactions generate additional premium
income but also present increased risk.
6
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
The Fund may purchase put and call Options in anticipation of declines in
the value of portfolio securities or increases in the value of securities to
be acquired. In the event that the expected changes occur, the Fund may be
able to offset the resulting adverse effect on its portfolio, in whole or in
part, through the Options purchased. The risk assumed by the Fund in connec-
tion with such transactions is limited to the amount of the premium and
related transaction costs associated with the Option, although the Fund may be
required to forfeit such amounts in the event that the prices of securities
underlying the Options do not move in the direction or to the extent antici-
pated.
Foreign Securities. The Fund may invest in securities of non-U.S. issuers in
the form of American Depository Receipts ("ADRs"), European Depository
Receipts ("EDRs") or similar securities representing interests in the common
stock of foreign issuers. Management intends to limit the Fund's investment in
these types of securities, to 10% of the Fund's net assets. ADRs are receipts,
typically issued by a U.S. bank or trust company, which evidence ownership of
underlying securities issued by a foreign corporation. EDRs are receipts
issued in Europe which evidence a similar ownership arrangement. Generally,
ADRs, in registered form, are designed for use in the U.S. securities markets
and EDRs are designed for use in European securities markets. The underlying
securities are not always denominated in the same currency as the ADRs or
EDRs. Although investment in the form of ADRs or EDRs facilitates trading in
foreign securities, it does not mitigate the risks associated with investing
in foreign securities.
Investments in foreign securities incur higher costs than investments in
U.S. securities, including higher costs in making securities transactions as
well as foreign government taxes which may reduce the investment return of the
Fund. In addition, foreign investments may include additional risks associated
with currency exchange rates, less complete financial information about indi-
vidual companies, less market liquidity and political instability.
Portfolio Transactions and Turnover. Portfolio securities transactions on
behalf of the Fund are placed by the Manager with a number of brokers and
dealers, including Salomon Smith Barney. Salomon Smith Barney has advised the
Fund that in transactions with the Fund, Salomon Smith Barney charges a com-
mission rate at least as favorable as the rate that Salomon Smith Barney
charges its comparable unaffiliated customers in similar transactions.
The Fund generally does not engage in short-term trading but intends to pur-
chase securities for long-term growth. Accordingly, the Fund's annual portfo-
lio turnover rate is not expected to exceed 100%.
Year 2000. The investment management services provided to the Fund by the
Manager and the services provided to shareholders by Salomon Smith Barney
7
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
depend on the smooth functioning of their computer systems. Many computer soft-
ware 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 Fund's operations, including
the handling of securities trades, pricing and account services. The Manager
and Salomon 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 Manager has been advised by the
Fund's 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 Manager, Salomon Smith Barney or any other
service provider will be successful, or that interaction with other non-comply-
ing computer systems will not impair Fund services at that time.
VALUATION OF SHARES
The net asset value per share of Class Z shares is determined as of the close
of regular trading on the New York Stock Exchange, Inc. (the "NYSE"), on each
day that the NYSE is open by dividing the value of the Fund's net assets
attributable to Class Z by the number of shares of the Class outstanding. The
per share net asset value of Class Z shares may be higher than those of other
Classes because of the lower expenses attributable to Class Z shares.
Generally, the Fund's investments are valued at market value or, in the
absence of a market value with respect to any securities, at fair value as
determined by or under the direction of the Trust's Board of Trustees. Short-
term investments that mature in 60 days or less are valued at amortized cost
whenever the Fund's Board of Trustees determines that amortized cost reflects
fair value of those instruments. Further information regarding the Fund's valu-
ation policies is contained in the SAI.
DIVIDENDS, DISTRIBUTIONS AND TAXES
DIVIDENDS AND DISTRIBUTIONS
The Fund's policy is to distribute dividends from net investment income and,
net realized capital gains, if any, annually. The Fund may also pay additional
dividends shortly before December 31 from certain amounts of undistributed
ordinary income and capital gains realized, in order to avoid a Federal excise
tax liability. Unless a shareholder is eligible for qualified distributions,
and has instructed that dividends and capital gain distributions be paid in
cash and credited to their account, then any dividend or capital gain distribu-
tion paid will automatically reinvest in additional shares of Class Z at net
asset value, with no additional sales charge or CDSC.
8
<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES (CONTINUED)
TAXES
The following is a summary of the material federal tax considerations affect-
ing the Fund and Fund shareholders. Qualified plan participants should consult
their plan document or tax advisors about the tax consequences of participating
in a Qualified Plan. Please refer to the SAI for further discussion. In addi-
tion to the considerations described below and in the SAI, there may be other
federal, state, local, and/or foreign tax applications to consider.
The Fund will be treated as a separate taxpayer with the result that, for
Federal income tax purposes, the qualification of the Fund as a regulated
investment company under subchapter M of the Internal Revenue Code (the "Code")
will be determined without regard to the qualification of the other funds of
the Trust. The fund has qualified and intends to continue to qualify each year
as a regulated investment company. In each taxable year that the Fund so quali-
fies and meets certain distribution requirements, the Fund will not be subject
to Federal income tax on its net investment income and net capital gains that
it distributes to its shareholders. The Fund expects to distribute all of such
income and gains each year.
Provided that a Qualified Plan has not borrowed to finance its investment in
the Fund, it will not be taxable on the receipt of dividends and distributions
from the Fund.
Dividends and interest received by the Fund from investing in foreign securi-
ties may give rise to withholding and other taxes imposed by foreign countries.
Tax conventions between certain countries and the United States may reduce or
eliminate such taxes. The Fund's foreign tax payments will reduce the amount of
its dividends and distributions.
The Fund is required to withhold ("backup withholding") 31% of all taxable
dividends, capital gain distributions, and the proceeds of any redemption,
regardless of whether gain or loss is realized upon the redemption, for share-
holders who do not provide the Fund with a correct taxpayer identification num-
ber (social security or employer identification number). Withholding from tax-
able dividends and capital gain distributions also is required for shareholders
who otherwise are subject to backup withholding. Any tax withheld as a result
of backup withholding does not constitute an additional tax, and may be claimed
as a credit on the shareholders' federal income tax return.
Qualified plan participants should consult their plan document or tax advi-
sors about the tax consequences of participating in a Qualified Plan.
9
<PAGE>
PURCHASE, EXCHANGE AND REDEMPTION OF SHARES
Purchases of the Fund's Class Z shares must be made in accordance with the
terms of a Qualified Plan. Purchases are effected at the net asset value next
determined after a purchase order is received by Salomon Smith Barney (the
"trade date"). Payment is due to Salomon Smith Barney on the third business day
(the "settlement date") after the trade date. Investors who make payment prior
to the settlement date may designate a temporary investment (such as a money
market fund of the Smith Barney Mutual Funds) for such payment until settlement
date. The Fund reserves the right to reject any purchase order and to suspend
the offering of shares for a period of time. There are no minimum investment
requirements for Class Z shares; however, the Fund reserves the right to vary
this policy at any time.
Purchase orders received by the Fund or Salomon Smith Barney prior to the
close of regular trading on the NYSE, currently 4:00 p.m., Eastern time, on any
day that the Fund calculates its net asset value, are priced according to the
net asset value determined on that day. See "Valuation of Shares."
Qualified Plans may redeem their shares on any day the Fund calculates its
net asset value. See "Valuation of Shares." Redemption requests received in
proper form prior to the close of regular trading on the NYSE are priced at the
net asset value per share determined on that day. Redemption requests received
after the close of regular trading on the NYSE are priced at the net asset
value as next determined. Shareholders acquiring Class Z shares through a Qual-
ified Plan should consult the terms of their respective plans for redemption
provisions.
Holders of Class Z shares should consult their Qualified Plans for informa-
tion about available exchange options.
PERFORMANCE
From time to time the Fund may advertise its total return and average annual
total return in advertisements and/or other types of sales literature. These
figures are based on historical earnings and are not intended to indicate
future performance. Total return is computed for a specified period of time
assuming deduction of the maximum sales charge, if any, from the initial amount
invested and reinvestment of all income dividends and capital gain distribu-
tions on the reinvestment dates at prices calculated as stated in this Prospec-
tus, then dividing the value of the investment at the end of the period so cal-
culated by the initial amount invested and subtracting 100%. The standard aver-
age annual total return, as prescribed by the SEC is derived from this total
return, which provides the ending redeemable value. Such standard total return
information may also be accompanied with nonstandard total return information
for differing periods computed in the same manner but without annualizing the
total return or taking sales charges into account. The Fund may also include
comparative performance information in advertising or marketing its shares.
Such performance information may include data from Lipper Analytical Services,
Inc. and other financial publications.
10
<PAGE>
MANAGEMENT OF THE TRUST AND THE FUND
BOARD OF TRUSTEES
Overall responsibility for the management and supervision of the Trust rests
with the Trust's Board of Trustees. The Trustees approve all significant agree-
ments between the Trust and the persons and companies that furnish services to
the Fund, including agreements with the Fund's distributor, investment manager,
custodian and transfer agent. The day-to-day operations of the Fund are dele-
gated to the Fund's investment manager. The SAI contains background information
regarding each Trustee of the Trust and executive officers of the Fund.
INVESTMENT MANAGER--MMC
MMC is a registered investment adviser whose principal executive offices are
located at 388 Greenwich Street, New York, New York 10013, and serves as the
Fund's investment manager. MMC is a wholly owned subsidiary of Salomon Smith
Barney Holdings Inc. ("Holdings"). Holdings is a wholly owned subsidiary of
Citigroup Inc. ("Citigroup"). Citigroup businesses produce a broad range of
financial services--asset management, banking and consumer finance, credit and
charge cards, insurance, investments, investment banking and trading--and use
diverse channels to make them available to consumer and corporate customers
around the world. Among these businesses are Citibank, Commercial Credit,
Primerica Financial Services, Salomon Smith Barney, SSBC Asset Management,
Travelers Life & Annuity, and Travelers Property and Casualty. MMC has been in
the investment counseling business (through its predecessors) since 1968 and
renders investment advice to a wide variety of individual, institutional and
investment company clients that had aggregate assets under management as of
September 30, 1998 in excess of $108 billion.
Subject to the supervision and direction of the Trust's Board of Trustees,
the Manager manages the Fund's portfolio in accordance with the Fund's stated
invest-
ment objective and policies, makes investment decisions for the Fund, places
orders to purchase and sell securities, and employs professional portfolio man-
agers and securities analysts who provide research services to the Fund. For
investment management services rendered, the Fund pays the Manager a monthly
fee at the annual rate of 0.75% of the value of the Fund's average daily net
assets.
On October 8, 1998, Travelers Group, Inc. ("Travelers") and Citicorp
consummated their merger creating a new entity called Citigroup. By
approving the merger, the Federal Reserve Board approved Travelers, as
the surviving entity, becoming a bank holding company subject to
regulation under the Bank Holding Company Act of 1956, the requirements
of the Glass-Steagall Act and certain other laws and regulations.
MMC does not believe that its compliance with the applicable law 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.
11
<PAGE>
MANAGEMENT OF THE TRUST AND THE FUND (CONTINUED)
PORTFOLIO MANAGEMENT
Alan Blake, Vice President and Investment Officer of the Fund, is the portfo-
lio manager and manages the day-to-day operations of the Fund, including making
all investment decisions.
DISTRIBUTOR
CFBDS, Inc. is located at 21 Milk Street, Boston, MA 02109-5408 and serves as
the Fund's distributor.
ADDITIONAL INFORMATION
The Trust was organized on October 17, 1991 under the laws of the Common-
wealth of Massachusetts and is a business entity commonly known as a "Massachu-
setts business trust." The Trust offers shares of beneficial interest of sepa-
rate funds with a par value of $.001 per share. The Fund offers shares of bene-
ficial interest currently classified into five Classes--A, B, C, Y and Z. Each
Class of the Fund represents an identical interest in the Fund's investment
portfolio. As a result, the Classes have the same rights, privileges and pref-
erences, except with respect to: (a) the designation of each Class; (b) the
effect of the respective sales charges; if any, for each Class; (c) the distri-
bution and/or service fees borne by each Class pursuant to the Plan; (d) the
expenses allocable exclusively to each Class; (e) voting rights on matters
exclusively affecting a single Class; (f) the exchange privilege of each Class;
and (g) the conversion feature of the Class B shares. The Trust's Board of
Trustees does not anticipate that there will be any conflicts among the inter-
ests of the holders of the different Classes. The Trustees, on an ongoing
basis, will consider whether any such conflict exists and, if so, take appro-
priate action.
The Fund does not hold annual shareholder meetings. There normally will be no
meetings of shareholders 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 the Trust 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. The Trustees will call a meeting for any
purpose upon written request of shareholders holding at least 10% of the
Trust's outstanding shares and the Trust will assist shareholders in calling
such a meeting as required by the 1940 Act.
When matters are submitted for shareholder vote, shareholders of each Class
will have one vote for each full share owned and a proportionate, fractional
vote for any fractional share held of that Class. Generally, shares of the Fund
will be voted on a Fund-wide basis on all matters except matters affecting only
the interests of one Class, in which case only shares of the affected Class
would be entitled to vote.
12
<PAGE>
ADDITIONAL INFORMATION (CONTINUED)
PNC Bank National Association, located at 17th and Chestnut Streets, Phila-
delphia, Pennsylvania 19103, serves as custodian of the Fund's investments.
First Data, located at Exchange Place, Boston, Massachusetts 02109, serves as
the Fund's transfer agent.
The Fund sends its shareholders a semi-annual report and an audited annual
report, which include listings of the investment securities held by the Fund at
the end of the reporting period. In an effort to reduce the Fund's printing and
mailing costs, the Fund plans to consolidate the mailing of its semi-annual and
annual reports by household. This consolidation means that a household having
multiple accounts with the identical address of record will receive a single
copy of each report. Shareholders who do not want this consolidation to apply
to their accounts should contact their Salomon Smith Barney Financial Consul-
tant or the Fund's Transfer Agent.
13
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SMITH BARNEY
--------------------------------
A Member of CitiGroup [LOGO]
SMITH BARNEY LARGE
CAPITALIZATION
GROWTH FUND
388 Greenwich Street
New York, New York 10013
FD 01306 11/98
PART B
Statement of Additional Information
The Statement of Additional Information
dated March 30, 1998, as filed in Post-
Effective Amendment No. 18 to the Trust's
Registration Statement on Form N-1A and amended
on June 17, 1998,pursuant to Rule 497(e)
is incorporated herein by reference.
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
Smith Barney Intermediate Maturity California
Municipals Fund, Smith Barney Intermediate Maturity
New York Municipals Fund and Smith Barney Large
Capitalization Growth Fund Annual Reports for the
fiscal year ended November 30, 1997 were filed on
January 30, 1998 as Accession Number 91155-98-000062.
The Semi-Annual Reports for the above funds and Smith Barney
S&P 500 Index Fund were filed on September 2, 1998
as Accession Number 91155-98-549.
Included in Part C:
(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 the
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).
(d) Amended and Restated Master Trust Agreement
dated February 28, 1998 is incorporated by reference
to Post Effective Amendment No. 18 to the Registration
Statement filed on March 30, 1998 (Post-
Effective Amendment No, 18)
(e) Amendment No. 1 to the First Amended and Restated
Master Trust Agreement dated June 1, 1998 filed on June 26, 1998.
(f) Amendment No. 2 to the First Amended and Restated Master
Trust Agreement dated October 16, 1998 is filed herein.
(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.
(b) Registrants form of stock certificate
for Smith Barney Large Capitalization Growth Fund is
incorporated by reference to Post-Effective Amendment
No.17 to the Registration Statement filed on
February 20, 1998 (Post-Effective Amendment No. 17).
(c) Registrants form of stock certificate for
Smith Barney Mid Cap Blend Fund is to be filed
by amendment
(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 Management Agreement
between the Registrant on behalf of Smith Barney
Large Capitalization Growth Fund and Mutual
Management Corp.("MMC") (f/k/a Smith Barney Mutual Funds
Management Inc.) is incorporated by reference to
Post-Effective Amendment No. 17 to the Registration
Statement filed on February 20,1998 (Post-Effective
Amendment No. 17)
(f) Form of Investment Management Agreement
between Smith Barney Mid Cap Blend Fund and MMC.
is incorporated by reference to Post-Effective Amendment
No. 17 to the Registration Statement filed on February 20,1998
(Post-Effective Amendment No. 17)
(6)(a) Distribution Agreement between the
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.
(c) Distribution Agreement between the Registrant
and CFBDS, Inc. dated October 8, 1998 is filed herein.
(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. 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) Not applicable.
(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 incorporated by reference to Post
Effective Amendment No. 17 to the Registration
Statement filed on February 20, 1998 (Post-Effective Amendment
No. 17).
(e) 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 incorporated by reference to Post
Effective Amendment No. 17 to the Registration
Statement filed on February 20, 1998 (Post-Effective Amendment No.
17).
(16) Performance Data is incorporated by
reference to Post-Effective Amendment No. 2 to the
Registration Statement filed on April 1, 1993.
(17) Financial Data Schedule is filed herein.
(18)(a) 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.
(b) Rule 18f-3(d) Multiple Class Plan of the Registrant
filed on June 26, 1998 is incorporated by reference to
Post-Effective Amendment No. 20.
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
November 9, 1998
Intermediate Maturity California Class A 470
Municipals Fund Class L 95
Class Y 2
Intermediate Maturity New York Class A 1,047
Municipals Fund Class L 110
Smith Barney S&P 500 Class A 2,630
Index Fund Class D 1
Large Capitalization Growth Fund Class A 19,401
Class B 45,672
Class L 14,704
Class Y 6
Mid Cap Blend Fund Class A 2,306
Class B 5,252
Class L 3,280
Class Y 1
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.("MMC") (f/k/a Smith Barney Mutual Funds
Management Inc.), was incorporated in December 1968
under the laws of the State of Delaware. MMC is a
wholly owned subsidiary of Salomon Smith Barney Holdings Inc.
("Holdings"),(formerly known as Smith Barney Holdings
Inc.), which in turn is a wholly owned subsidiary of
Citigroup Inc. ("Citigroup"). MMC 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. MMC
serves as the Investment Adviser and Administrator
for Smith Barney Intermediate Maturity California
Fund and Smith Barney Intermediate Maturity New York
Fund and Investment Manager for Smith Barney Large
Capitalization Growth Fund and Smith Barney Mid Cap Blend Fund.
MMC also serves as the administrator to the Smith Barney S&P 500
Index Fund.
The list required by this Item 28 of the officers and
directors of MMC
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
MMC pursuant to the Advisers Act (SEC File No. 801-
8314).
Investment Adviser - Travelers Investment Management
Company. (TIMCO). TIMCO serves as the investment
adviser for Smith Barney S&P 500 Index Fund pursuant to a written
agreement (the Advisory Agreement). TIMCO was
incorporated on August 31, 1967 under the laws of the
State of Connecticut. TIMCO is a wholly owned
subsidiary of Holdings, which in turn is a wholly owned
subsidiary of Citigroup.
TIMCO is registered as an investment adviser under
the Investment Advisers Act of 1940 (the Advisers
Act) since 1971 and has, through its predecessors,
been in the investment counseling business since
1967.
The list required by this Item 28 of the officers
and directors of TIMCO together with information as
to any other business, profession, vocation or
employment of a substantial nature engaged in by such
officers and directors during the past two fiscal
years, is incorporated by reference to Schedules A
and D of FORM ADV filed by SBA pursuant to the
Advisers Act (SEC File No.801-07212).
Item 29. Principal Underwriters
(a) CFBDS, the Registrant's Distributor, is also the distributor
for the following Smith Barney funds: Concert Investment Series,
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.,
Puerto Rico Equity Index and Income 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 Equity Funds, Smith Barney Fundamental Value Fund
Inc., Smith Barney Funds, Inc., Smith Barney Income Funds, 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 Small Cap Blend Fund, Inc.,
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.(Netherlands
Antilles), Worldwide Securities Limited (Bermuda), Zenix Income
Fund Inc. and various series of unit investment trusts.
In addition, CFDBS is also the distributor for CitiFunds(SM)
International Growth & Income Portfolio, CitiFunds(SM)
International Growth Portfolio, CitiFunds(SM) Intermediate Income
Portfolio, CitiFunds(SM) Short-Term U.S. Government Income
Portfolio, CitiFunds(SM) Large Cap Growth Portfolio, CitiFunds(SM)
Cash Reserves, CitiFunds(SM) U.S. Treasury Reserves, CitiFunds(SM)
Premium U.S. Treasury Reserves, CitiFunds(SM) Premium Liquid
Reserves, CitiFunds(SM) Tax Free Reserves, CitiFunds(SM)
California Tax Free Reserves, CitiFunds(SM) Connecticut Tax Free
Reserves, CitiFunds(SM) New York Tax Free Reserves, CitiFunds(SM)
Balanced Portfolio, CitiFunds(SM) Small Cap Value Portfolio,
CitiFunds(SM) Growth & Income Portfolio, CitiFunds(SM) Small Cap
Growth Portfolio, CitiFunds(SM) National Tax Free Income
Portfolio, CitiFunds(SM) New York Tax Free Income Portfolio,
CitiFunds(SM) California Tax Free Income Portfolio, CitiSelect(R)
VIP Folio 200, CitiSelect(R) VIP Folio 300, CitiSelect(R) VIP
Folio 400, CitiSelect(R) VIP Folio 500, CitiFunds(SM) Small Cap
Growth VIP Portfolio, CitiSelect(R) Folio 200, CitiSelect(R) Folio
300, CitiSelect(R) Folio 400, and CitiSelect(R) Folio 500. CFBDS
is also the placement agent for Large Cap Value Portfolio, Small
Cap Value Portfolio, International Portfolio, Foreign Bond
Portfolio, Intermediate Income Portfolio, Short-Term Portfolio,
Growth & Income Portfolio, Large Cap Growth Portfolio, Small Cap
Growth Portfolio, International Equity Portfolio, Balanced
Portfolio, Government Income Portfolio, Tax Free Reserves
Portfolio, Cash Reserves Portfolio and U.S. Treasury Reserves
Portfolio.
In addition, CFBDS is also the distributor for the following
Salomon Brothers funds: Salomon Brothers Opportunity Fund Inc., Salomon
Brothers Investors Fund Inc., Salomon Brothers Capital Fund Inc.,
Salomon Brothers Series Funds Inc., Salomon Brothers Institutional
Series Funds Inc., Salomon Brothers Variable Series Funds Inc.
(b) The information required by this Item 29 with respect to
each director and officer of CFBDS is incorporated by reference to
Schedule A of Form BD filed by CFBDS pursuant to the Securities
and Exchange Act of 1934 (File No. 8-32417).
(c) Not applicable
Item 30. Location of Accounts and Records
The accounts and records of the Registrant are located, in whole
or in part, at the office of the Registrant and the following
locations:
NAME ADDRESS
Mutual Management Corp. 388 Greenwich Street, 22nd
Floor
(Investment Adviser and Administrator) New York, NY 10013
TIMCO One Tower Square
(Investment Adviser to the Hartford, CT 06183
Smith Barney S&P 500 Index Fund)
CFBDS, Inc. 21 Milk Street, 5th Floor
(Distributor) Boston, MA 02109
PNC Bank, National Association 17th and Chestnut
Streets
(Custodian) Philadelphia, PA 19103
First Data Investor Services Group Inc. One Exchange
Place,
(Transfer Agent) Boston, MA 02109
Item 31. Management Services
Not Applicable
Item 32. Undertakings
(a) Not applicable.
(b) Not applicable
(c) Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of Registrant's latest report
to shareholders, upon request and without charge.
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 12th day of November, 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 11/12/98
Heath B. McLendon (Chief Executive Officer)
and President
/s/Lewis E. Daidone Treasurer 11/12/98
Lewis E. Daidone (Chief Financial and
Accounting Officer)
/s/Herbert Barg* Trustee 11/12/98
Herbert Barg
/s/Alfred J. Bianchetti* Trustee 11/12/98
Alfred J. Bianchetti
/s/Martin Brody* Trustee 11/12/98
Martin Brody
/s/Dwight B. Crane* Trustee 11/12/98
Dwight B. Crane
/s/Burt N. Dorsett* Trustee 11/12/98
Burt N. Dorsett
/s/Elliot S. Jaffe* Trustee 11/12/98
Elliot S. Jaffe
/s/Stephen E. Kaufman* Trustee 11/12/98
Stephen E. Kaufman
/s/Joseph J. McCann* Trustee 11/12/98
Joseph J. McCann
/s/Cornelius C. Rose, Jr.* Trustee 11/12/98
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
Exhibit Index
Exhibit 1 (c) Amendment No. 2 to the First Amended and Restated Master
Trust Agreement dated October 16, 1998.
Exhibit 6 (b) Distribution Agreement between the Registrant
and CFBDS, Inc. dated October 8, 1998, filed herein.
Exhibit 27 Financial Data Schedule
SMITH BARNEY INVESTMENT TRUST
AMENDMENT NO. 2
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMEMT
AMENDMENT NO. 2 to the First Amended and Restated Master Trust
Agreement dated as of February 28, 1998 (the "Agreement") of Smith
Barney Investment Trust (the "Trust"), made as of the 16th day of
October 1998.
WITNESSETH:
WHEREAS, Article VII, Section 7.3 of the Agreement provides that
the Agreement may be amended at any time, so long as such amendment
does not adversely affect the rights of any shareholder and so long as
such amendment is not in contravention of applicable law, including the
Investment Company Act of 1940, as amended, by an instrument in writing
signed by an officer of the Trust pursuant to a vote of a majority of
the Trustees; and
WHEREAS, the Trustees have the authority under Section 4.1 of the
Agreement to issue classes of shares (as defined in the Agreement) of
any Sub-Trust (as defined in the Agreement) or divide the shares of any
Sub-Trust into classes, each class having such different dividend,
liquidation, voting and other rights as the Trustees may determine, and
to establish and designate the specific classes of shares of each Sub-
Trust; and
WHEREAS, on October 14, 1998, a majority of the Trustees voted to
authorize the establishment of an additional class of shares to be
designated as the "Class Z" shares with respect to the Smith Barney
Large Capitalization Growth Fund and the Smith Barney S&P 500 Index
Fund; and
WHEREAS, the undersigned has been duly authorized by the Trustees
to execute and file this Amendment No. 2 to the Agreement; and
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. The first paragraph of Article IV, Section 4.2 of the
Agreement is hereby amended to read in pertinent part as follows:
"Section 4.2 Establishment and Designation of Sub-Trusts.
Without limiting the authority of the Trustees set forth in Section 4.1
to establish and designate any further Sub-Trusts and classes, the
Trustees hereby establish and designate the following Sub-Trusts and
classes thereof: "Smith Barney Intermediate Maturity California
Municipals Fund", "Smith Barney Intermediate Maturity New York
Municipals Fund", "Smith Barney Large Capitalization Growth Fund",
"Smith Barney S&P 500 Index Fund" and "Smith Barney Mid Cap Blend
Fund", each of which shall consist of four classes designated as Class
A, Class B, Class L, and Class Y shares, and solely with respect to the
Smith Barney S&P 500 Index Fund, an additional class designated as
Class D shares, and solely with respect to Smith Barney Mid Cap Blend
Fund, Smith Barney Large Capitalization Growth and the Smith Barney S&P
500 Index Fund an additional class designated as Class Z shares. The
shares of such Sub-Trusts and classes thereof and any shares of any
further Sub-Trusts or classes that may from time to time be established
and designated by the Trustees shall (unless the Trustees otherwise
determine with respect to some further Sub-Trust or class at the time
of establishing and designating the same) have the following relative
rights and preferences:"
The undersigned hereby certifies that the Amendment set forth
above has been duly adopted in accordance with the provisions of the
Agreement.
IN WITHNESS WHEREOF, the undersigned has hereto set his hands as
of the day and year first above written.
SMITH BARNEY INVESTMENT TRUST
By: /s/ Michael Kocur
Name: Michael Kocur
Title: Assistant Secretary
LEGAL\FUNDS\SLIT\MTAMND2
SMITH BARNEY INVESTMENT TRUST
DISTRIBUTION AGREEMENT
October 8, 1998
CFBDS, Inc.
21 Milk Street
Boston, MA 02109
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the above-named investment company (the "Fund")
has agreed that you shall be, for the period of this Agreement, the non-
exclusive principal underwriter and distributor of shares of the Fund
and each Series of the Fund set forth on Exhibit A hereto, as such
Exhibit may be revised from time to time (each, including any shares of
the Fund not designated by series, a "Series"). For purposes of this
Agreement, the term "Shares" shall mean shares of the each Series, or
one or more Series, as the context may require.
1. Services as Principal Underwriter and Distributor
1.1 You will act as agent for the distribution of Shares
covered by, and in accordance with, the registration statement,
prospectus and statement of additional information then in effect under
the Securities Act of 1933, as amended (the "1933 Act"), and the
Investment Company Act of 1940, as amended (the "1940 Act"), and will
transmit or cause to be transmitted promptly any orders received by you
or those with whom you have sales or servicing agreements for purchase
or redemption of Shares to the Transfer and Dividend Disbursing Agent
for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders
for the sale of Shares. It is contemplated that you will enter into
sales or servicing agreements with registered securities dealers and
banks and into servicing agreements with financial institutions and
other industry professionals, such as investment advisers, accountants
and estate planning firms. In entering into such agreements, you will
act only on your own behalf as principal underwriter and distributor.
You will not be responsible for making any distribution plan or service
fee payments pursuant to any plans the Fund may adopt or agreements it
may enter into.
1.3 You shall act as principal underwriter and distributor
of Shares in compliance with all applicable laws, rules, and
regulations, including, without limitation, all rules and regulations
made or adopted from time to time by the Securities and Exchange
Commission (the "SEC") pursuant to the 1933 Act or the 1940 Act or by
any securities association registered under the Securities Exchange Act
of 1934, as amended.
1.4 Whenever in their judgment such action is warranted for
any reason, including, without limitation, market, economic or political
conditions, the Fund's officers may decline to accept any orders for, or
make any sales of, any Shares until such time as those officers deem it
advisable to accept such orders and to make such sales and the Fund
shall advise you promptly of such determination.
2. Duties of the Fund
2.1 The Fund agrees to pay all costs and expenses in
connection with the registration of Shares under the 1933 Act, and all
expenses in connection with maintaining facilities for the issue and
transfer of Shares and for supplying information, prices and other data
to be furnished by the Fund hereunder, and all expenses in connection
with the preparation and printing of the Fund's prospectuses and
statements of additional information for regulatory purposes and for
distribution to shareholders; provided however, that nothing contained
herein shall be deemed to require the Fund to pay any of the costs of
advertising or marketing the sale of Shares.
2.2 The Fund agrees to execute any and all documents and to
furnish any and all information and otherwise to take any other actions
that may be reasonably necessary in the discretion of the Fund's
officers in connection with the qualification of Shares for sale in such
states and other U.S. jurisdictions as the Fund may approve and
designate to you from time to time, and the Fund agrees to pay all
expenses that may be incurred in connection with such qualification.
You shall pay all expenses connected with your own qualification as a
securities broker or dealer under state or Federal laws and, except as
otherwise specifically provided in this Agreement, all other expenses
incurred by you in connection with the sale of Shares as contemplated in
this Agreement.
2.3 The Fund shall furnish you from time to time, for use
in connection with the sale of Shares, such information reports with
respect to the Fund or any relevant Series and the Shares as you may
reasonably request, all of which shall be signed by one or more of the
Fund's duly authorized officers; and the Fund warrants that the
statements contained in any such reports, when so signed by the Fund's
officers, shall be true and correct. The Fund also shall furnish you
upon request with (a) the reports of annual audits of the financial
statements of the Fund for each Series made by independent certified
public accountants retained by the Fund for such purpose; (b) semi-
annual unaudited financial statements pertaining to each Series; (c)
quarterly earnings statements prepared by the Fund; (d) a monthly
itemized list of the securities in each Series' portfolio; (e) monthly
balance sheets as soon as practicable after the end of each month; (f)
the current net asset value and offering price per share for each
Series on each day such net asset value is computed and (g) from time to
time such additional information regarding the financial condition of
each Series of the Fund as you may reasonably request.
3. Representations and Warranties
The Fund represents to you that all registration statements,
prospectuses and statements of additional information filed by the Fund
with the SEC under the 1933 Act and the 1940 Act with respect to the
Shares have been prepared in conformity with the requirements of said
Acts and the rules and regulations of the SEC thereunder. As used in
this Agreement, the terms "registration statement", "prospectus" and
"statement of additional information" shall mean any registration
statement, prospectus and statement of additional information filed by
the Fund with the SEC and any amendments and supplements thereto filed
by the Fund with the SEC. The Fund represents and warrants to you that
any registration statement, prospectus and statement of additional
information, when such registration statement becomes effective and as
such prospectus and statement of additional information are amended or
supplemented, will include at the time of such effectiveness, amendment
or supplement all statements required to be contained therein in
conformance with the 1933 Act, the 1940 Act and the rules and
regulations of the SEC; that all statements of material fact contained
in any registration statement, prospectus or statement of additional
information will be true and correct when such registration statement
becomes effective; and that neither any registration statement nor any
prospectus or statement of additional information when such registration
statement becomes effective will include an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading to a
purchaser of the Fund's Shares. The Fund may, but shall not be
obligated to, propose from time to time such amendment or amendments to
any registration statement and such supplement or supplements to any
prospectus or statement of additional information as, in the light of
future developments, may, in the opinion of the Fund, be necessary or
advisable. If the Fund shall not propose such amendment or amendments
and/or supplement or supplements within fifteen days after receipt by
the Fund of a written request from you to do so, you may, at your
option, terminate this Agreement or decline to make offers of the Fund's
Shares until such amendments are made. The Fund shall not file any
amendment to any registration statement or supplement to any prospectus
or statement of additional information without giving you reasonable
notice thereof in advance; provided, however, that nothing contained in
this Agreement shall in any way limit the Fund's right to file at any
time such amendments to any registration statement and/or supplements to
any prospectus or statement of additional information, of whatever
character, as the Fund may deem advisable, such right being in all
respects absolute and unconditional.
4. Indemnification
4.1 The Fund authorizes you to use any prospectus or
statement of additional information furnished by the Fund from time to
time, in connection with the sale of Shares. The Fund agrees to
indemnify, defend and hold you, your several officers and directors, and
any person who controls you within the meaning of Section 15 of the 1933
Act, free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or
defending such claims, demands or liabilities and any such counsel fees
incurred in connection therewith) which you, your officers and
directors, or any such controlling person, may incur under the 1933 Act
or under common law or otherwise, arising out of or based upon any
untrue statement, or alleged untrue statement, of a material fact
contained in any registration statement, any prospectus or any statement
of additional information or arising out of or based upon any omission,
or alleged omission, to state a material fact required to be stated in
any registration statement, any prospectus or any statement of
additional information or necessary to make the statements in any of
them not misleading; provided, however, that the Fund's agreement to
indemnify you, your officers or directors, and any such controlling
person shall not be deemed to cover any claims, demands, liabilities or
expenses arising out of any statements or representations made by you or
your representatives or agents other than such statements and
representations as are contained in any prospectus or statement of
additional information and in such financial and other statements as are
furnished to you pursuant to paragraph 2.3 of this Agreement; and
further provided that the Fund's agreement to indemnify you and the
Fund's representations and warranties herein before set forth in
paragraph 3 of this Agreement shall not be deemed to cover any liability
to the Fund or its shareholders to which you would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of your duties, or by reason of your reckless disregard of
your obligations and duties under this Agreement. The Fund's agreement
to indemnify you, your officers and directors, and any such controlling
person, as aforesaid, is expressly conditioned upon the Fund's being
notified of any action brought against you, your officers or directors,
or any such controlling person, such notification to be given by letter
or by telegram addressed to the Fund at its principal office in New
York, New York and sent to the Fund by the person against whom such
action is brought, within ten days after the summons or other first
legal process shall have been served. The failure so to notify the Fund
of any such action shall not relieve the Fund from any liability that
the Fund may have to the person against whom such action is brought by
reason of any such untrue, or alleged untrue, statement or omission, or
alleged omission, otherwise than on account of the Fund's indemnity
agreement contained in this paragraph 4.1. The Fund will be entitled to
assume the defense of any suit brought to enforce any such claim, demand
or liability, but, in such case, such defense shall be conducted by
counsel of good standing chosen by the Fund. In the event the Fund
elects to assume the defense of any such suit and retains counsel of
good standing, the defendant or defendants in such suit shall bear the
fees and expenses of any additional counsel retained by any of them; but
if the Fund does not elect to assume the defense of any such suit, the
Fund will reimburse you, your officers and directors, or the controlling
person or persons named as defendant or defendants in such suit, for the
fees and expenses of any counsel retained by you or them. The Fund's
indemnification agreement contained in this paragraph 4.1 and the Fund's
representations and warranties in this Agreement shall remain operative
and in full force and effect regardless of any investigation made by or
on behalf of you, your officers and directors, or any controlling
person, and shall survive the delivery of any of the Fund's Shares.
This agreement of indemnity will inure exclusively to your benefit, to
the benefit of your several officers and directors, and their respective
estates, and to the benefit of the controlling persons and their
successors. The Fund agrees to notify you promptly of the commencement
of any litigation or proceedings against the Fund or any of its officers
or Board members in connection with the issuance and sale of any of the
Fund's Shares.
4.2 You agree to indemnify, defend and hold the Fund, its
several officers and Board members, and any person who controls the Fund
within the meaning of Section 15 of the 1933 Act, free and harmless from
and against any and all claims, demands, liabilities and expenses
(including the costs of investigating or defending such claims, demands
or liabilities and any counsel fees incurred in connection therewith)
that the Fund, its officers or Board members or any such controlling
person may incur under the 1933 Act, or under common law or otherwise,
but only to the extent that such liability or expense incurred by the
Fund, its officers or Board members, or such controlling person
resulting from such claims or demands shall arise out of or be based
upon (a) any unauthorized sales literature, advertisements, information,
statements or representations or (b) any untrue, or alleged untrue,
statement of a material fact contained in information furnished in
writing by you to the Fund and used in the answers to any of the items
of the registration statement or in the corresponding statements made in
the prospectus or statement of additional information, or shall arise
out of or be based upon any omission, or alleged omission, to state a
material fact in connection with such information furnished in writing
by you to the Fund and required to be stated in such answers or
necessary to make such information not misleading. Your agreement to
indemnify the Fund, its officers or Board members, and any such
controlling person, as aforesaid, is expressly conditioned upon your
being notified of any action brought against the Fund, its officers or
Board members, or any such controlling person, such notification to be
given by letter or telegram addressed to you at your principal office in
Boston, Massachusetts and sent to you by the person against whom such
action is brought, within ten days after the summons or other first
legal process shall have been served. You shall have the right to
control the defense of such action, with counsel of your own choosing,
satisfactory to the Fund, if such action is based solely upon such
alleged misstatement or omission on your part or with the Fund's
consent, and in any event the Fund, its officers or Board members or
such controlling person shall each have the right to participate in the
defense or preparation of the defense of any such action with counsel of
its own choosing reasonably acceptable to you but shall not have the
right to settle any such action without your consent, which will not be
unreasonably withheld. The failure to so notify you of any such action
shall not relieve you from any liability that you may have to the Fund,
its officers or Board members, or to such controlling person by reason
of any such untrue, or alleged untrue, statement or omission, or alleged
omission, otherwise than on account of your indemnity agreement
contained in this paragraph 4.2. You agree to notify the Fund promptly
of the commencement of any litigation or proceedings against you or any
of your officers or directors in connection with the issuance and sale
of any of the Fund's Shares.
5. Effectiveness of Registration
No Shares shall be offered by either you or the Fund under any of
the provisions of this Agreement and no orders for the purchase or sale
of such Shares under this Agreement shall be accepted by the Fund if and
so long as the effectiveness of the registration statement then in
effect or any necessary amendments thereto shall be suspended under any
of the provisions of the 1933 Act, or if and so long as a current
prospectus as required by Section 5(b) (2) of the 1933 Act is not on
file with the SEC; provided, however, that nothing contained in this
paragraph 5 shall in any way restrict or have an application to or
bearing upon the Fund's obligation to repurchase its Shares from any
shareholder in accordance with the provisions of the Fund's prospectus,
statement of additional information or charter documents, as amended
from time to time.
6. Offering Price
Shares of any class of any Series of the Fund offered for sale by
you shall be offered for sale at a price per share (the "offering
price") equal to (a) their net asset value (determined in the manner
set forth in the Fund's charter documents and the then-current
prospectus and statement of additional information) plus (b) a sales
charge, if applicable, which shall be the percentage of the offering
price of such Shares as set forth in the Fund's then-current prospectus
relating to such Series. In addition to or in lieu of any sales charge
applicable at the time of sale, Shares of any class of any Series of the
Fund offered for sale by you may be subject to a contingent deferred
sales charge as set forth in the Fund's then-current prospectus and
statement of additional information. You shall be entitled to receive
any sales charge levied at the time of sale in respect of the Shares
without remitting any portion to the Fund. Any payments to a broker or
dealer through whom you sell Shares shall be governed by a separate
agreement between you and such broker or dealer and the Fund's then-
current prospectus and statement of additional information
7. Notice to You
The Fund agrees to advise you immediately in writing:
(a) of any request by the SEC for
amendments to the registration statement,
prospectus or statement of additional
information then in effect or for additional
information;
(b) in the event of the issuance by
the SEC of any stop order suspending the
effectiveness of the registration statement,
prospectus or statement of additional
information then in effect or the initiation
of any proceeding for that purpose;
(c) of the happening of any event that
makes untrue any statement of a material fact
made in the registration statement,
prospectus or statement of additional
information then in effect or that requires
the making of a change in such registration
statement, prospectus or statement of
additional
information in order to make the statements
therein not misleading; and
(d) of all actions of the SEC with
respect to any amendment to the registration
statement, or any supplement to the
prospectus or statement of additional
information which may from time to time be
filed with the SEC.
8. Term of the Agreement
This Agreement shall become effective on the date hereof, shall
have an initial term of one year from the date hereof, and shall
continue for successive annual periods thereafter so long as such
continuance is specifically approved at least annually by (a) the Fund's
Board or (b) by 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 of the
Fund who are not interested persons (as defined in the 1940 Act) of any
party to this Agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. This Agreement is terminable,
without penalty, on 30 days' notice by the Fund's Board or by vote of
holders of a majority of the relevant Series outstanding voting
securities, or on 90 days' notice by you. This Agreement will also
terminate automatically, as to the relevant Series, in the event of its
assignment (as defined in the 1940 Act and the rules and regulations
thereunder).
9. Arbitration
Any claim, controversy, dispute or deadlock arising under
this Agreement (collectively, a "Dispute") shall be settled by
arbitration administered under the rules of the American Arbitration
Association ("AAA") in New York, New York. Any arbitration and award
of the arbitrators, or a majority of them, shall be final and the
judgment upon the award rendered may be entered in any state or federal
court having jurisdiction. No punitive damages are to be awarded.
10. Miscellaneous
So long as you act as a principal underwriter and distributor of
Shares, you shall not perform any services for any entity other than
investment companies advised or administered by Citigroup Inc. or its
subsidiaries. The Fund recognizes that the persons employed by you to
assist in the performance of your duties under this Agreement may not
devote their full time to such service and nothing contained in this
Agreement shall be deemed to limit or restrict your or any of your
affiliates right to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature. This
Agreement and the terms and conditions set forth herein shall be
governed by, and construed in accordance with, the laws of the State of
New York.
11. Limitation of Liability (Massachusetts business trusts
only)
The Fund and you agree that the obligations of the Fund under this
Agreement shall not be binding upon any of the Trustees, shareholders,
nominees, officers, employees or agents, whether past, present or
future, of the Fund, 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 authorized by the
Trustees and signed by an authorized officer of the Fund, acting as
such, and neither such authorization by such Trustees nor such execution
and delivery by such officer 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 trust property of the Fund as provided in its
Master Trust Agreement.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance of this Agreement by signing and returning to
us the enclosed copy, whereupon this Agreement will become binding on
you.
Very truly yours,
SMITH BARNEY INVESTMENT TRUST
By: _____________________
Authorized Officer
Accepted:
CFBDS, INC.
By: __________________________
Authorized Officer
U:\legal\general\forms\dist12b1\SBInvestmentTrust
EXHIBIT A
Smith Barney Investment Trust
Smith Barney Intermediate Maturity California Municipals Fund
Smith Barney Intermediate Maturity New York Municipals Fund
Smith Barney Large Capitalization Growth Fund
Smith Barney S&P 500 Index Fund
Smith Barney Mid Cap Blend Fund
Page: 3
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<NAME> SMITH BARNEY INVESTMENT TRUST
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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