As filed with the Securities and Exchange Commission
on May 30, 2001
------------------------------------------------------
-----------------------
Registration No. 33-2627
		811-4551

U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933

[   ]  Pre-Effective Amendment No.

[X]    Post-Effective Amendment  No.     49

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940,
as amended  Amendment No.     49

SMITH BARNEY EQUITY FUNDS
(Exact name of Registrant as Specified in Charter)

7 World Trade Center, New York, New York  10048
(Address of Principal Executive Offices)  (Zip Code)

(212) 783-0693
(Registrant's Telephone Number, including Area Code:)

Christina T. Sydor
7 World Trade Center, New York, New York 10048, 39th
Floor
(Name and Address of Agent For Service)

Continuous
(Approximate Date of Proposed Public Offering)

It is proposed that this filing will become effective:

[        ]	immediately upon filing pursuant to
Paragraph (b)
[   X  ]	On May 31, 2001 pursuant to paragraph (b)
[        ] 	60 days after filing pursuant to paragraph
(a) (1)
[        ]	On (date) pursuant to paragraph (a)(1)
[        ] 	75 days after filing pursuant to paragraph
(a) (2)
[        ]	On (date) pursuant to 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.



Part A - Prospectus


------------------------------------------------------
--------------------------
                                   PROSPECTUS


       -----------------------------------------------
------------------
                                  SMITH BARNEY
                                SOCIAL AWARENESS
                                      FUND
       -----------------------------------------------
------------------

Class A, B, L and Y Shares
May 31, 2001

The fund is a separate series of Smith Barney Equity
Funds, a Massachusetts
business trust.

The Securities and Exchange Commission has not
approved or disapproved these
securities or determined whether this prospectus is
accurate or complete. Any
statement to the contrary is a crime.


                [LOGO] Smith Barney
                       Mutual Funds

                Your Serious Money. Professionally
Managed.(SM)

------------------------------------------------------
--------------------------
   INVESTMENT PRODUCTS: NOT FDIC INSURED o NO BANK
GUARANTEE o MAY LOSE VALUE
------------------------------------------------------
--------------------------

<PAGE>


Smith Barney

Social Awareness Fund

------------------------------------------------------
--------------------------
                                    Contents
------------------------------------------------------
--------------------------


Investments, risks and performance
 .....................................    2

More on the fund's investments
 ....................................    7

More on the fund's social awareness criteria
 ..............................    8

Management
 ....................................    9

Choosing a class of shares to buy
 ....................................   10

Comparing the fund's classes
 ...................................   11

Sales charge
 ..................................   12

More about deferred sales charges
 ....................................   14

Buying shares
 .....................................   15

Exchanging shares
 ....................................   16

Redeeming shares
 .....................................   18

Other things to know about share transactions
 .............................   20

Dividends, distributions and taxes
 ........................................   22

Share price
 ..........................................   23

Financial highlights
 ........................................24




Smith Barney Mutual Funds  1

<PAGE>

------------------------------------------------------
--------------------------
  Investments, risks and performance
------------------------------------------------------
--------------------------

Investment objective

The fund seeks high total return consisting of capital
appreciation and current
income.

Principal investment strategies

Key investments The fund invests primarily in common
stocks and other equity
securities of U.S. companies. Equity securities
include exchange traded and
over-the-counter common stocks and preferred shares,
debt securities convertible
into equity securities, and warrants and rights
relating to equity securities.
The fund also normally invests between 15% and 35% of
its assets in fixed income
securities. The fixed income securities in which the
fund invests are primarily
investment grade, and may be of any maturity. The fund
also may invest a portion
of its assets in equity and debt securities of foreign
issuers. As described
below, the fund emphasizes companies that both offer
attractive investment
opportunities and demonstrate a positive awareness of
their impact on the
society in which they operate, relative to other
companies in their industry.

Selection process Equity Securities. The fund invests
in a broad range of
companies, industries and sectors, without regard to
market capitalization. The
manager uses a "value" approach to selecting equity
securities. In selecting
individual equity securities, the manager looks for
companies it believes are
undervalued. Specifically, the manager looks for:

o    Attractive risk-adjusted price/earnings ratio,
relative to growth
o    Positive earnings trends
o    Favorable financial condition

Fixed Income Securities. In selecting fixed income
investments, the manager:

o    Determines sector and maturity weightings based
on intermediate and
     long-term assessments of the economic environment
and interest rate outlook
o    Uses fundamental credit analysis to determine the
relative value of bond
     issues
o    Identifies undervalued bonds and attempts to
avoid bonds that may be
     subject to credit downgrades

Social Awareness Criteria. As a component of the
selection process, the manager
considers whether, relative to other companies in an
industry, a company that
meets these investment criteria also is sensitive to
social issues related to
its products, services, or methods of doing business.


2  Smith Barney Social Awareness Fund
<PAGE>

Social factors considered include:

o    Fairness of employment policies and labor
relations
o    Involvement in community causes
o    Efforts and strategies to minimize the negative
impact of business
     activities and products and to embrace
alternatives to unsafe polluting and
     wasteful activities or products
o    Responsibility and fairness of advertising and
marketing practices

In addition, the fund seeks to avoid investing in a
company if the manager has
significant reason to believe it is engaged in:

o    Tobacco production
o    Production of weapons
o    Ownership or design of nuclear facilities

Principal risks of investing in the fund

Investors could lose money on their investment in the
fund, or the fund may not
perform as well as other investments, if:

o    Stock prices decline generally
o    Socially aware companies fall out of favor with
investors or fail to
     perform as well as companies that do not fit the
fund's social criteria
o    Interest rates rise, causing the value of fixed
income securities in the
     fund's portfolio to decline
o    The issuer of a fixed income security owned by
the fund defaults on its
     obligation to pay principal and/or interest or
the security's credit rating
     is downgraded
o    The manager's judgment about the attractiveness,
value or appreciation of a
     particular security, or the creditworthiness of a
company in which the fund
     invests, proves to be incorrect

Because the manager uses social awareness criteria as
a component of its
selection process, the fund's universe of investments
may be smaller than that
of other funds. In some circumstances, this could
cause the fund's return to be
lower than that of a fund that may invest in other
issuers with strong earnings
and growth potential, but that do not meet the fund's
social awareness criteria.

Who may want to invest The fund may be an appropriate
investment if you:

o    Are seeking to invest in a portfolio with a
socially aware component
o    Are seeking a combination of capital appreciation
and current income
o    Are willing to accept the risks of the stock and
bond markets



Smith Barney Mutual Funds  3

<PAGE>

Risk return bar chart

This bar chart indicates the risks of investing in the
fund by showing changes
in the fund's performance from year to year. Past
performance does not
necessarily indicate how the fund will perform in the
future. The bar chart
shows the performance of the fund's Class B shares for
each of the past 10
calendar years. Class A, L and Y shares would have
different performance because
of their different expenses. The performance
information in the chart does not
reflect sales charges, which would reduce your return.

------------------------------------------------------
--------------------------
                         Total Return for Class B
Shares
------------------------------------------------------
--------------------------

                        Calendar years ended December
31

  [The following table was depicted as a bar chart in
the printed material.]

  91      92      93      94      95      96       97
98      99      00
  --      --      --      --      --      --       --
--      --      --

26.45%  6.59%  14.66%  (1.75)%  24.01%  11.42%
20.38%   26.63%  12.06%   0.79%


Quarterly returns: Highest: 19.07% in 4th quarter
1998; Lowest: (7.69)% in 3rd
quarter 1998; Year-to-date: (7.94)% through 3/31/01



4  Smith Barney Social Awareness Fund

<PAGE>

Risk return table

This table indicates the risks of investing in the
fund by comparing the average
annual total return of each class for the periods
shown with that of the
Standard & Poor's 500 ("S&P 500") Index, an unmanaged
index of widely held
common stocks and the Lehman Government/Corporate Bond
("Lehman Gov/Corp")
Index, an unmanaged combination of government and bond
indexes, including U.S.
treasury and agency securities and yankee bonds. This
table assumes imposition
of the maximum sales charge applicable to the class,
redemption of shares at the
end of the period, and reinvestment of distributions
and dividends.


------------------------------------------------------
--------------------------
                          Average Annual Total Returns
                     Calendar Years Ended December 31,
2000
------------------------------------------------------
--------------------------



Since       Inception
   Class             1 year     5 years     10 years
Inception       Date
------------------------------------------------------
--------------------------
     A              (3.50)%     13.60%        n/a
13.51%      11/06/92
------------------------------------------------------
--------------------------
     B              (3.83)%     13.79%       13.70%
11.72%      02/02/87
------------------------------------------------------
--------------------------
     L              (1.13)%     13.70%        n/a
12.66%      05/05/93
------------------------------------------------------
--------------------------
     Y*               n/a        n/a          n/a
n/a        03/28/96
------------------------------------------------------
--------------------------
S&P 500 Index       (9.10)%     18.33%       17.44%
n/a           **
------------------------------------------------------
--------------------------
Lehman Gov/
Corp Index          11.85%       6.24%        8.00%
n/a           **

*There were no Class Y shares outstanding for the
calendar year ended December
31, 2000.

**Index comparison begins on February 28, 1987.



Smith Barney Mutual Funds  5

<PAGE>



Fee table

This table sets forth the fees and expenses you will
pay if you invest in fund
shares.

------------------------------------------------------
--------------------------
                                Shareholder fees
------------------------------------------------------
--------------------------

(fees paid directly from your investment)  Class A
Class B   Class L   Class Y

------------------------------------------------------
--------------------------
Maximum sales charge (load) imposed
on purchases
(as a % of offering price)                  5.00%
None     1.00%      None
------------------------------------------------------
--------------------------
Maximum deferred sales charge (load)
(as a % of the lower of net
asset value at purchase or redemption)      None*
5.00%    1.00%      None

------------------------------------------------------
--------------------------
                         Annual fund operating
expenses
------------------------------------------------------
--------------------------
(expenses deducted from fund assets)      Class A
Class B   Class L  Class Y**
------------------------------------------------------
--------------------------
Management fee                             0.75%
0.75%     0.75%    0.75%
------------------------------------------------------
--------------------------
Distribution and service (12b-1) fees      0.25
1.00      1.00     None
------------------------------------------------------
--------------------------


Other expenses                             0.15
0.19      0.18     0.15
                                           ----      -
---      ----     ----
------------------------------------------------------
--------------------------
Total annual fund operating expenses       1.15%
1.94%     1.93%    0.90%
------------------------------------------------------
--------------------------


*You may buy Class A shares in amounts of $1,000,000
or more at net asset value
(without an initial sales charge) but if you redeem
those shares within 12
months of their purchase, you will pay a deferred
sales charge of 1.00%.


**For Class Y shares, "Other Expenses" have been
estimated based on expenses
incurred by Class A shares because no Class Y shares
were outstanding for the
fiscal year ended January 31, 2001.


Example

This example helps you compare the costs of investing
in the fund with the costs
of investing in other mutual funds. Your actual costs
may be higher or lower.
The example assumes:

o    You invest $10,000 in the fund for the period
shown
o    Your investment has a 5% return each year
o    You reinvest all distributions and dividends
without a sales charge
o    The fund's operating expenses remain the same

------------------------------------------------------
--------------------------
                       Number of years you own your
shares
------------------------------------------------------
--------------------------
                                        1 year   3
years    5 years    10 years
------------------------------------------------------
--------------------------

Class A (with or without redemption)    $ 611     $
847     $ 1,101    $ 1,828
------------------------------------------------------
--------------------------
Class B (redemption at end of period)   $ 697     $
909     $ 1,147    $ 2,059
------------------------------------------------------
--------------------------
Class B (no redemption)                 $ 197     $
609     $ 1,047    $ 2,059
------------------------------------------------------
--------------------------
Class L (redemption at end of period)   $ 394     $
700     $ 1,131    $ 2,331
------------------------------------------------------
--------------------------
Class L (no redemption)                 $ 294     $
700     $ 1,131    $ 2,331
------------------------------------------------------
--------------------------
Class Y (with or without redemption)    $  92     $
287     $   498    $ 1,108



6  Smith Barney Social Awareness Fund

<PAGE>

------------------------------------------------------
--------------------------
  More on the fund's investments
------------------------------------------------------
--------------------------

Derivative contracts The fund may, but need not, use
derivative contracts, such
as futures and options on securities or securities
indices, options on these
futures, and interest rate futures, for any of the
following purposes:

o    To hedge against the economic impact of adverse
changes in the market value
     of portfolio securities, because of changes in
interest rates or stock
     prices
o    As a substitute for buying or selling securities

A derivative contract will obligate or entitle a fund
to deliver or receive an
asset or cash payment based on the change in value of
one or more securities or
indices. Even a small investment in derivative
contracts can have a big impact
on a fund's interest rate or stock market exposure.
Therefore, using derivatives
can disproportionately increase losses and reduce
opportunities for gains. The
fund may not fully benefit from or may lose money on
derivatives if changes in
their value do not correspond accurately to changes in
the value of the fund's
holdings. The other parties to certain derivative
contracts present the same
types of default risk as issuers of fixed income
securities. Derivatives can
also make a fund less liquid and harder to value,
especially in declining
markets.

Foreign securities The fund may invest a portion of
its assets, generally under
15% (but not more than 25%), in securities of foreign
issuers. These securities
generally include American Depositary Receipts (ADRs),
Yankee Bonds and other
securities quoted in U.S. dollars, but may also
include non-U.S. dollar
denominated securities. Because the fund may invest in
securities of foreign
issuers, the fund carries additional risks. The value
of your investment may
decline if the U.S. and/or foreign stock markets
decline, currency rates
adversely affect the value of foreign currencies
relative to the U.S. dollar, or
an adverse event, such as an unfavorable earnings
report, depresses the value of
a particular company's stock. Prices of foreign
securities may go down because
of foreign government actions, political instability
or the more limited
availability of accurate information about foreign
companies. These risks are
greater for issuers in emerging markets.

Defensive investing The fund may depart from its
principal investment strategies
in response to adverse market, economic or political
conditions by taking
temporary defensive positions in all types of money
market and short-term debt
securities. If the fund takes a temporary defensive
position, it may be unable
to achieve its investment goal.



Smith Barney Mutual Funds  7

<PAGE>

------------------------------------------------------
--------------------------
  More on the fund's social awareness criteria
------------------------------------------------------
--------------------------

The manager believes that there is a direct
correlation between companies that
demonstrate an acute awareness of their impact on the
society within which they
operate and companies which offer attractive long-term
investment potential. The
manager believes that addressing social issues in a
positive manner can
translate into sound business. For example, by
ensuring a product or service
does not negatively impact the environment, a company
can avoid costly
litigation and clean-up costs; and by maintaining
positive standards for the
workplace and a diverse employee population, a company
can better ensure access
to quality management talent and improved
productivity; or by becoming more
involved in the community, a company can enhance its
consumer franchise. The
manager also believes that top quality management
teams who successfully balance
their companies' business interest with their social
influences can gain
significant competitive advantages over the long run,
which may result in
increased shareholder values and, therefore, make the
company's shares a better
investment. The fund is designed to combine both
financial and social criteria
in all of its investment decisions.

The manager will use its best efforts to assess a
company's social performance.
This analysis will be based on present activities, and
will not preclude
securities solely because of past activities. The
manager will monitor the
social progress or deterioration of each company in
which the fund invests.


8  Smith Barney Social Awareness Fund
<PAGE>

------------------------------------------------------
--------------------------
  Management
------------------------------------------------------
--------------------------


Manager The fund's investment manager is Smith Barney
Fund Management LLC
("SBFM") (prior to April 4, 2001, known as SSB Citi
Fund Management LLC), an
affiliate of Salomon Smith Barney Inc. ("Salomon Smith
Barney"). The manager's
address is 7 World Trade Center, New York, New York
10048. The manager selects
the fund's investments and oversees its operations.
The manager and Salomon
Smith Barney are subsidiaries of Citigroup Inc.
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.

Effective June 16, 2001, Charles P. Graves, III,
investment officer of the
manager and managing director of Salomon Smith Barney,
will be responsible for
the day-to-day management of the equity portion of the
fund's portfolio. Robert
J. Brady, investment officer of the manager and
managing director of Salomon
Smith Barney, who is retiring, will be responsible for
the day to day management
of the equity portion of the fund's portfolio through
June 15, 2001. Ellen S.
Cammer, investment officer of the manager and managing
director of Salomon Smith
Barney is responsible for the day-to-day management of
the fixed income portion
of the fund's portfolio. Mr. Brady and Ms. Cammer have
been responsible for the
day-to-day management of their portion of the fund's
portfolio since 1995.


Management fee For its services, the manager received
a fee during the fund's
last fiscal year equal to 0.55% of the fund's average
daily net assets. In
addition, the manager received a fee for its
administrative services to the fund
equal to 0.20% of the fund's average daily net assets.

Distribution plan The fund has adopted a Rule 12b-1
distribution plan for its
Class A, B and L shares. Under the plan, the fund pays
distribution and/or
service fees. These fees are an ongoing expense and,
over time, may cost you
more than other types of sales charges.

In addition, a distributor may make payments for
distribution and/or shareholder
servicing activities out of its past profits and other
available sources. A
distributor may also make payments for marketing,
promotional or related
expenses to dealers. The amount of these payments is
determined by the
distributor and may be substantial. The manager or an
affiliate may make similar
payments under similar arrangements.

Transfer agent and shareholder servicing agent Citi
Fiduciary Trust Company
serves as the fund's transfer agent and shareholder
servicing agent (the
"transfer agent"). The transfer agent has entered into
sub-transfer agency and
services agreements with PFPC Global Fund Services and
PFS Shareholder Services
to serve as the fund's sub-transfer agents (the "sub-
transfer agents"). The
sub-transfer agents will perform certain functions
including shareholder record
keeping and accounting services.



Smith Barney Mutual Funds  9

<PAGE>

------------------------------------------------------
--------------------------
  Choosing a class of shares to buy
------------------------------------------------------
--------------------------

You can choose among four classes of shares: Classes
A, B, L and Y. Each class
has different sales charges and expenses, allowing you
to choose the class that
best meets your needs. Which class is more beneficial
to an investor depends on
the amount and intended length of the investment.

o    If you plan to invest regularly or in large
amounts, buying Class A shares
     may help you reduce sales charges and ongoing
expenses.
o    For Class B shares, all of your purchase amount
and, for Class L shares,
     more of your purchase amount (compared to Class A
shares) will be
     immediately invested. This may help offset the
higher expenses of Class B
     and Class L shares, but only if the fund performs
well.
o    Class L shares have a shorter deferred sales
charge period than Class B
     shares. However, because Class B shares convert
to Class A shares, and
     Class L shares do not, Class B shares may be more
attractive to long-term
     investors.

You may buy shares from:


o    A broker/dealer, financial intermediary,
financial institution or a
     distributor's financial consultants (each called
a "Service Agent")

o    The fund, but only if you are investing through
certain qualified plans or
     certain Service Agents

All classes of shares are not available through all
Service Agents. You should
contact your Service Agent for further informaton.

Investment minimums Minimum initial and additional
investment amounts vary
depending on the class of shares you buy and the
nature of your investment
account.

------------------------------------------------------
--------------------------

Initial             Additional
------------------------------------------------------
--------------------------
                                     Classes A, B, L
Class Y    All Classes
------------------------------------------------------
--------------------------
General                                  $1,000
$15 million      $50
------------------------------------------------------
--------------------------
IRAs, Self Employed Retirement
Plans, Uniform Gift to Minor
Accounts                                 $  250
$15 million      $50
------------------------------------------------------
--------------------------
Qualified Retirement Plans*              $   25
$15 million      $25
------------------------------------------------------
--------------------------
Simple IRAs                              $    1
n/a          $ 1
------------------------------------------------------
--------------------------
Monthly Systematic Investment Plans      $   25
n/a          $25
------------------------------------------------------
--------------------------
Quarterly Systematic Investment Plans    $   50
n/a          $50

*Qualified Retirement Plans are retirement plans
qualified under Section
403(b)(7) or Section 401(a) of the Internal Revenue
Code, including 401(k)
plans.


10  Smith Barney Social Awareness Fund

<PAGE>

------------------------------------------------------
--------------------------
  Comparing the fund's classes
------------------------------------------------------
--------------------------

Your Service Agent can help you decide which class
meets your goals. The Service
Agent may receive different compensation depending
upon which class you choose.

<TABLE>
<CAPTION>
------------------------------------------------------
------------------------------------------
                       Class A                Class B
Class L            Class Y
------------------------------------------------------
------------------------------------------
<S>                 <C>                    <C>
<C>                 <C>
Key features        o Initial sales         o No
initial       o Initial sales     o No initial
                      charge                  sales
charge       charge is           or deferred
                    o You may qualify       o Deferred
lower than          sales charge
                      for reduction or        sales
charge       Class A           o Must invest
                      waiver of initial       declines
o Deferred sales      at least
                      sales charge            over
time          charge for          $15 million
                    o Lower annual          o Converts
to        only 1 year       o Lower annual
                      expenses than           Class A
after    o Does not convert    expenses than
                      Class B and             8 years
to Class A          the other
                      Class L               o Higher
annual    o Higher annual       classes
                                              expenses
than      expenses than
                                              Class A
Class A

------------------------------------------------------
------------------------------------------
Initial sales       Up to 5.00%;           None
1.00%               None
charge              reduced for
                    large purchases
                    and waived for
                    certain investors.
                    No charge for
                    purchases of
                    $1,000,000 or
                    more

------------------------------------------------------
------------------------------------------
Deferred            1.00% on               Up to 5.00%
1.00% if you        None
sales charge        purchases of           charged
when       redeem within
                    $1,000,000 or          you redeem
1 year of
                    more if you            shares. The
purchase
                    redeem within          charge is
                    1 year of              reduced
over
                    purchase               time and
there
                                           is no
deferred
                                           sales
charge
                                           after 6
years

------------------------------------------------------
------------------------------------------

Annual              0.25% of average       1.00% of
average   1.00% of average    None
distribution        daily net assets       daily net
assets   daily net assets
and service
fees


------------------------------------------------------
------------------------------------------
Exchange            Class A shares         Class B
shares     Class L shares      Class Y shares
privilege*          of most Smith          of most
Smith      of most Smith       of most Smith
                    Barney funds           Barney
funds.      Barney funds        Barney funds

------------------------------------------------------
------------------------------------------
</TABLE>

*Ask your Service Agent or visit the web site for the
Smith Barney funds
available for exchange.



Smith Barney Mutual Funds  11
<PAGE>

------------------------------------------------------
--------------------------
  Sales charge
------------------------------------------------------
--------------------------

Class A shares

You buy Class A shares at the offering price, which is
the net asset value plus
a sales charge. You pay a lower sales charge as the
size of your investment
increases to certain levels called breakpoints. You do
not pay a sales charge on
the fund's distributions or dividends you reinvest in
additional Class A shares.


The table below shows the rate of sales charge you
pay, depending on the amount
you purchase. The table below also shows the amount of
broker/ dealer
compensation that is paid out of the sales charge.
This compensation includes
commissions and other fees which Service Agents that
sell shares of the fund
receive. The distributors keep up to approximately 10%
of the sales charge
imposed on Class A shares. Service Agents also will
receive the service fee
payable on Class A shares at an annual rate equal to
0.25% of the average daily
net assets represented by the Class A shares serviced
by them.


------------------------------------------------------
--------------------------

Broker/Dealer
                                   Sales Charge as a %
of       commission
                                   Offering    Net
amount        as a % of
Amount of purchase                 price (%)
invested    (%) offering price
------------------------------------------------------
--------------------------
Less than $25,000                    5.00         5.26
4.50
------------------------------------------------------
--------------------------
$25,000 but less than $50,000        4.25         4.44
3.83
------------------------------------------------------
--------------------------
$50,000 but less than $100,000       3.75         3.90
3.38
------------------------------------------------------
--------------------------
$100,000 but less than $250,000      3.25         3.36
2.93
------------------------------------------------------
--------------------------
$250,000 but less than $500,000      2.75         2.83
2.48
------------------------------------------------------
--------------------------
$500,000 but less than $1,000,000    2.00         2.04
1.80
------------------------------------------------------
--------------------------
$1,000,000 or more                   0.00         0.00
up to 1.00*

* The distributor pays up to 1.00% to Service Agent.

Investments of $1,000,000 or more You do not pay an
initial sales charge when
you buy $1,000,000 or more of Class A shares. However,
if you redeem these Class
A shares within one year of purchase, you will pay a
deferred sales charge of
1%.

Qualifying for a reduced Class A sales charge There
are several ways you can
combine multiple purchases of Class A shares of Smith
Barney funds to take
advantage of the breakpoints in the sales charge
schedule.

Accumulation privilege -- lets you combine the current
value of Class A shares
owned

o    by you, or
o    by members of your immediate family,


12  Smith Barney Social Awareness Fund

<PAGE>

and for which a sales charge was paid, with the amount
of your next purchase of
Class A shares for purposes of calculating the initial
sales charge. Certain
trustees and fiduciaries may be entitled to combine
accounts in determining
their sales charge.

Letter of intent -- lets you purchase Class A shares
of the fund and other Smith
Barney funds over a 13-month period and pay the same
sales charge, if any, as if
all shares had been purchased at once. You may include
purchases on which you
paid a sales charge within 90 days before you sign the
letter.

Waivers for certain Class A investors Class A initial
sales charges are waived
for certain types of investors, including:

o    Employees of NASD members
o    Investors participating in a fee-based program
sponsored by certain
     broker-dealers affiliated with Citigroup
o    Investors who redeemed Class A shares of a Smith
Barney fund in the past 60
     days, if the investor's Service Agent is notified

If you want to learn about additional waivers of Class
A initial sales charges,
contact your Service Agent or consult the Statement of
Additional Information
("SAI").

Class B shares

You buy Class B shares at net asset value without
paying an initial sales
charge. However, if you redeem your Class B shares
within six years of purchase,
you will pay a deferred sales charge. The deferred
sales charge decreases as the
number of years since your purchase increases.

------------------------------------------------------
--------------------------
Year after purchase         1st     2nd     3rd    4th
5th    6th through 8th
------------------------------------------------------
--------------------------
Deferred sales charge        5%      4%      3%     2%
1%           0%
------------------------------------------------------
--------------------------

Service Agents selling Class B shares receive a
commission of up to 4.50% of the
purchase price of the Class B shares they sell.
Service Agents also receive a
service fee at an annual rate equal to 0.25% of the
average daily net assets
represented by the Class B shares they are servicing.

Class B conversion After 8 years, Class B shares
automatically convert into
Class A shares. This helps you because Class A shares
have lower annual
expenses. Your Class B shares will convert to Class A
shares as follows:

------------------------------------------------------
--------------------------
Shares issued:     Shares issued:
Shares issued:
At initial         On reinvestment of             Upon
exchange from
purchase           dividends and
another Smith Barney
                   distributions                  fund
------------------------------------------------------
--------------------------
Eight years        In same proportion as          On
the date the shares
after the date     the number of Class B
originally acquired
of purchase        shares converting is to
would have converted
                   total Class B shares           into
Class A shares
                   you own (excluding shares
                   issued as dividends)



Smith Barney Mutual Funds  13
<PAGE>

Class L shares (available through certain Service
Agents)

You buy Class L shares at the offering price, which is
the net asset value plus
a sales charge of 1% (1.01% of the net amount
invested). In addition, if you
redeem your Class L shares within one year of
purchase, you will pay a deferred
sales charge of 1%. If you held Class C shares of the
fund and/or other Smith
Barney mutual funds on June 12, 1998, you will not pay
an initial sales charge
on Class L shares you buy before June 22, 2001.

Service Agents selling Class L shares receive a
commission of up to 2.00% of the
purchase price of Class L shares they sell. Starting
in the thirteenth month,
Service Agents also receive an annual fee of up to
1.00% of the average daily
net assets represented by the Class L shares held by
their clients.

Class Y shares (available through certain Service
Agents)

You buy Class Y shares at net asset value with no
initial sales charge and no
deferred sales charge when you redeem. You must meet
the $15,000,000 initial
investment requirement. You can use a letter of intent
to meet this requirement
by buying Class Y shares of the fund over a 13-month
period. To qualify, you
must initially invest $5,000,000.

------------------------------------------------------
--------------------------
  More about deferred sales charges
------------------------------------------------------
--------------------------

The deferred sales charge is based on the net asset
value at the time of
purchase or redemption, whichever is less. Therefore
you do not pay a sales
charge on amounts representing appreciation or
depreciation.

In addition, you do not pay a deferred sales charge
on:

o    Shares exchanged for shares of another Smith
Barney fund
o    Shares representing reinvested distributions and
dividends
o    Shares no longer subject to the deferred sales
charge

Each time you place a request to redeem shares, the
fund will first redeem any
shares in your account that are not subject to a
deferred sales charge and then
the shares in your account that have been held the
longest.

If you redeemed shares of a Smith Barney fund in the
past 60 days and paid a
deferred sales charge, you may buy shares of the fund
at the current net asset
value and be credited with the amount of the deferred
sales charge, if you
notify your Service Agent.

The fund's distributors receive deferred sales charges
as partial compensation
for their expenses in selling shares, including the
payment of compensation to
your Service Agent.


14  Smith Barney Social Awareness Fund

<PAGE>

Deferred sales charge waivers

The deferred sales charge for each share class will
generally be waived:

o    On payments made through certain systematic
withdrawal plans
o    On certain distributions from a retirement plan
o    For involuntary redemptions of small account
balances
o    For 12 months following the death or disability
of a shareholder

If you want to learn more about additional waivers of
deferred sales charges,
contact your Service Agent or consult the SAI.

------------------------------------------------------
--------------------------
  Buying shares
------------------------------------------------------
--------------------------

           Through a    You should contact your
Service Agent to open a
       Service Agent    brokerage account and make
arrangements to buy shares.

                        If you do not provide the
following information, your
                        order will be rejected

                        o     Class of shares being
bought
                        o     Dollar amount or number
of shares being bought

                        Your Service Agent may charge
an annual account
                        maintenance fee.

------------------------------------------------------
--------------------------
         Through the    Qualified retirement plans and
certain other investors
                fund    who are clients of certain
Service Agents are eligible
                        to buy shares directly from
the fund.

                        o     Write the fund at the
following address:
                                Smith Barney Equity
Funds
                                Smith Barney Social
Awareness Fund
                                (Specify class of
shares)
                                c/o PFPC Global Fund
Services
                                P.O. Box 9699
                                Providence, RI 02940-
9699

                        o     Enclose a check made
payable to the fund to pay
                              for the shares. For
initial purchases, complete
                              and send an account
application.
                        o     For more information,
please call Smith Barney
                              Shareholder Services at
1-800-451-2010.



Smith Barney Mutual Funds  15
<PAGE>

Through a systematic    You may authorize your Service
Agent or the sub-transfer
     investment plan    agent to transfer funds
automatically from (i) a regular
                        bank account, (ii) cash held
in a brokerage account
                        opened with a Service Agent or
(iii) certain money
                        market funds, in order to buy
shares on a regular basis.

                        o     Amounts transferred
should be at least: $25
                              monthly or $50
quarterly.

                        o     If you do not have
sufficient funds in your
                              account on a transfer
date, your Service Agent or
                              the sub-transfer agent
may charge you a fee.

                        For more information, contact
your Service Agent or the
                        transfer agent or consult the
SAI.

------------------------------------------------------
--------------------------
  Exchanging shares
------------------------------------------------------
--------------------------

 Smith Barney offers    You should contact your
Service Agent to exchange into
a distinctive family    other Smith Barney funds. Be
sure to read the prospectus
of funds tailored to    of the Smith Barney fund you
are exchanging into. An
 help meet the vary-    exchange is a taxable
transaction.
   ing needs of both
     large and small    o     You may exchange shares
only for shares of the
          investors.          same class of another
Smith Barney fund. Not all
                              Smith Barney funds offer
all classes.
                        o     Not all Smith Barney
funds may be offered in your
                              state of residence.
Contact your Service Agent or
                              the transfer agent for
further information.

                        o     Exchanges of Class A,
Class B and Class L shares
                              are subject to minimum
investment requirements
                              (except for systematic
investment plan exchanges),
                              and all shares are
subject to the other
                              requirements of the fund
into which exchanges are
                              made.
                        o     If you hold share
certificates, the applicable
                              sub-transfer agent must
receive the certificates
                              endorsed for transfer or
with signed stock powers
                              (documents transferring
ownership of certificates)
                              before the exchange is
effective.

                        o     The fund may suspend or
terminate your exchange
                              privilege if you engage
in an excessive pattern of
                              exchanges.


16  Smith Barney Social Awareness Fund
<PAGE>

           Waiver of    Your shares will not be
subject to an initial sales
          additional    charge at the time of the
exchange.
       sales charges
                        Your deferred sales charge (if
any) will continue to be
                        measured from the date of your
original purchase. If the
                        fund you exchange into has a
higher deferred sales
                        charge, you will be subject to
that charge. If you
                        exchange at any time into a
fund with a lower charge,
                        the sales charge will not be
reduced.

------------------------------------------------------
--------------------------
        By telephone    If you do not have a brokerage
account with a Service
                        Agent, you may be eligible to
exchange shares through
                        the fund. You must complete an
authorization form to
                        authorize telephone transfers.
If eligible, you may make
                        telephone exchanges on any day
the New York Stock
                        Exchange is open. For clients
of a PFS Investments
                        Registered Representative,
call PFS Shareholder Services
                        at 1-800-544-5445 between 8:00
a.m. and 8:00 p.m.
                        (Eastern time). All other
shareholders should call the
                        transfer agent at 1-800-451-
2010 between 9:00 a.m. and
                        4:00 p.m. (Eastern time).
Requests received after the
                        close of regular trading on
the Exchange are priced at
                        the net asset value next
determined.

                        You can make telephone
exchanges only between accounts
                        that have identical
registrations.

------------------------------------------------------
--------------------------


             By mail    If you do not have a brokerage
account, contact your
                        Service Agent or write to the
applicable sub-transfer
                        agent at the address on the
following page.




Smith Barney Mutual Funds  17

<PAGE>

------------------------------------------------------
--------------------------
  Redeeming shares
------------------------------------------------------
--------------------------

           Generally    Contact your Service Agent to
redeem shares of the fund.


                        If you hold share
certificates, the applicable
                        sub-transfer agent must
receive the certificates
                        endorsed for transfer or with
signed stock powers before
                        the redemption is effective.


                        If the shares are held by a
fiduciary or corporation,
                        other documents may be
required.

                        Your redemption proceeds will
be sent within three
                        business days after your
request is received in good
                        order. However, if you
recently purchased your shares by
                        check, your redemption
proceeds will not be sent to you
                        until your original check
clears, which may take up to
                        15 days.

                        If you have a brokerage
account with a Service Agent,
                        your redemption proceeds will
be placed in your account
                        and not reinvested without
your specific instruction. In
                        other cases, unless you direct
otherwise, your
                        redemption proceeds will be
paid by check mailed to your
                        address of record.

------------------------------------------------------
--------------------------


             By Mail    For accounts held directly at
the fund, send written
                        requests to the fund at the
applicable addresses:


                        For clients of a PFS
Investments Registered
                        Representative, write PFS
Shareholder Services at the
                        following address:

                          PFS Shareholder Services
                          P.O. Box 105033
                          Atlanta, GA 30348-5033

                        For all other investors, send
your request to PFPC
                        Global Fund Services at the
following address:

                          Smith Barney Equity Funds
                          Smith Barney Social
Awareness Fund
                          (Specify class of shares)
                          c/o PFPC Global Fund
Services
                          P.O. Box 9699
                          Providence, RI 02940-9699


18  Smith Barney Social Awareness Fund

<PAGE>

                        Your written request must
provide the following:


                        o    The name of the fund and
account number

                        o    The class of shares and
the dollar amount or number
                             of shares to be redeemed
                        o    Signatures of each owner
exactly as the account is
                             registered

------------------------------------------------------
--------------------------

        By telephone    If you do not have a brokerage
account with a Service
                        Agent, you may be eligible to
redeem shares (except
                        those held in retirement
plans) in amounts up to $50,000
                        per day through the fund. You
must complete an
                        authorization form to
authorize telephone redemptions.
                        If eligible, you may request
redemptions by telephone on
                        any day the New York Stock
Exchange is open. For clients
                        of a PFS Investments
Registered Representative, call PFS
                        Shareholder Services at 1-800-
544-5445 between 8:00 a.m.
                        and 8:00 p.m. (Eastern time).
All other shareholders
                        should call the transfer agent
at 1-800-451-2010 between
                        9:00 a.m. and 4:00 p.m.
(Eastern time). Requests
                        received after the close of
regular trading on the
                        Exchange are priced at net
asset value next determined.


                        Your redemption proceeds can
be sent by check to your
                        address of record or by wire
or electronic transfer
                        (ACH) to a bank account
designated on your authorization
                        form. You must submit a new
authorization form to change
                        the bank account designated to
receive wire or
                        electronic transfers and you
may be asked to provide
                        certain other documents. The
sub-transfer agents may
                        charge a fee on a wire or an
electronic transfer (ACH).


------------------------------------------------------
--------------------------

      Automatic cash    You can arrange for the
automatic redemption of a
    withdrawal plans    portion of your shares on a
monthly or quarterly basis.
                        To qualify you must own shares
of the fund with a value
                        of at least $10,000 ($5,000
for retirement plan
                        accounts) and each automatic
redemption must be at least
                        $50. If your shares are
subject to a deferred sales
                        charge, the sales charge will
be waived if your
                        automatic payments do not
exceed 1% per month of the
                        value of your shares subject
to a deferred sales charge.

                        The following conditions
apply:

                        o    Your shares must not be
represented by certificates
                        o    All dividends and
distributions must be reinvested

                        For more information, contact
your Service Agent or
                        consult the SAI.



Smith Barney Mutual Funds  19

<PAGE>

------------------------------------------------------
--------------------------
  Other things to know about share transactions
------------------------------------------------------
--------------------------

When you buy, exchange or redeem shares, your request
must be in good order.
This means you have provided the following
information, without which your
request will not be processed:

o    Name of the fund
o    Account number
o    Class of shares being bought, exchanged or
redeemed
o    Dollar amount or number of shares being bought,
exchanged or redeemed
o    Signature of each owner exactly as the account is
registered


The fund will employ reasonable procedures to confirm
that any telephone
exchange or redemption request is genuine including
recording calls, asking the
caller to provide certain personal identification
information, sending you a
written confirmation or requiring other confirmation
procedures from time to
time. If these procedures are followed, neither the
fund nor the transfer agent
will bear any liability for such transactions.


Signature guarantees To be in good order, your
redemption request must include a
signature guarantee if you:


o    Are redeeming over $50,000
o    Are sending signed share certificates or stock
powers to the applicable
     sub-transfer agent
o    Instruct a sub-transfer agent to mail the check
to an address different
     from the one on your account

o    Changed your account registration
o    Want the check paid to someone other than the
account owner(s)
o    Are transferring the redemption proceeds to an
account with a different
     registration

You can obtain a signature guarantee from most banks,
dealers, brokers, credit
unions and federal savings and loan institutions, but
not from a notary public.


20  Smith Barney Social Awareness Fund

<PAGE>

The fund has the right to:

o    Suspend the offering of shares
o    Waive or change minimum and additional investment
amounts
o    Reject any purchase or exchange order
o    Change, revoke or suspend the exchange privilege
o    Suspend telephone transactions
o    Suspend or postpone redemptions of shares on any
day when trading on the
     New York Stock Exchange is restricted, or as
otherwise permitted by the
     Securities and Exchange Commission
o    Pay redemption proceeds by giving you securities.
You may pay transaction
     costs to dispose of the securities

Small account balances If your account falls below
$500 ($250 for IRA accounts)
because of a redemption of fund shares, the fund may
ask you to bring your
account up to the applicable minimum investment
amounts. If you choose not to do
so within 60 days, the fund may close your account and
send you the redemption
proceeds.


For more information contact your Service Agent or the
transfer agent or consult
the SAI.


Excessive exchange transactions The manager may
determine that a pattern of
frequent exchanges is detrimental to the fund's
performance and other
shareholders. If so, the fund may limit additional
purchases and/or exchanges by
the shareholder.


Share certificates The fund does not issue share
certificates unless a written
request signed by all registered owners is made to the
applicable sub-transfer
agent. If you hold share certificates it will take
longer to exchange or redeem
shares.




Smith Barney Mutual Funds  21

<PAGE>

------------------------------------------------------
--------------------------
  Dividends, distributions and taxes
------------------------------------------------------
--------------------------


Dividends The fund generally pays dividends and makes
capital gain
distributions, if any, once a year, typically in
December. The fund may pay
additional distributions and dividends at other times
if necessary for the fund
to avoid a federal tax. Capital gain distributions and
dividends are reinvested
in additional fund shares of the same class you hold.
The fund expects
distributions to be primarily from capital gains. You
do not pay a sales charge
on reinvested distributions or dividends.
Alternatively, you can instruct your
Service Agent, the transfer agent or the applicable
sub-transfer agent to have
your distributions and/or dividends paid in cash. You
can change your choice at
any time to be effective as of the next distribution
or dividend, except that
any change given to the Service Agent, transfer agent,
or the applicable
sub-transfer agent less than five days before the
payment date will not be
effective until the next distribution or dividend is
paid.


Taxes In general, redeeming shares, exchanging shares
and receiving
distributions (whether in cash or additional shares)
are all taxable events.

------------------------------------------------------
--------------------------
      Transaction                            Federal
tax status
------------------------------------------------------
--------------------------
Redemption or exchange of shares             Usually
capital gain or loss;
                                             long-term
only if shares owned
                                             more than
one year
------------------------------------------------------
--------------------------
Long-term capital gain distributions         Long-term
capital gain
------------------------------------------------------
--------------------------
Short-term capital gain distributions        Ordinary
income
------------------------------------------------------
--------------------------
Dividends                                    Ordinary
income
------------------------------------------------------
--------------------------

Long-term capital gain distributions are taxable to
you as long-term capital
gain regardless of how long you have owned your
shares. You may want to avoid
buying shares when the fund is about to declare a
capital gain distribution or a
dividend, because it will be taxable to you even
though it may actually be a
return of a portion of your investment.

After the end of each year, the fund will provide you
with information about the
distributions and dividends you received and any
redemptions of shares during
the previous year. If you do not provide the fund with
your correct taxpayer
identification number and any required certifications,
you may be subject to
back-up withholding of 31% of your distributions,
dividends, and redemption
proceeds. Because each shareholder's circumstances are
different and special tax
rules may apply, you should consult your tax adviser
about your investment in
the fund.


22  Smith Barney Social Awareness Fund

<PAGE>

------------------------------------------------------
--------------------------
  Share price
------------------------------------------------------
--------------------------


You may buy, exchange or redeem shares at their net
asset value, plus any
applicable sales charge, next determined after receipt
of your request in good
order. The fund's net asset value is the value of its
assets minus its
liabilities. Net asset value is calculated separately
for each class of shares.
The fund calculates its net asset value every day the
New York Stock Exchange is
open. This calculation is done when regular trading
closes on the Exchange
(normally 4:00 p.m., Eastern time). The Exchange is
closed on certain holidays
listed in the SAI.

The fund generally values its fund securities based on
market prices or
quotations. The fund's currency conversions are
computed when the London Stock
Exchange closes. When reliable market prices or
quotations are not readily
available, or when the value of a security has been
materially affected by
events occurring after a foreign exchange closes, the
fund may price those
securities at fair value. Fair value is determined in
accordance with procedures
approved by the fund's board. A fund that uses fair
value to price securities
may value those securities higher or lower than
another fund using market
quotations to price the same securities.


International markets may be open on days when U.S.
markets are closed, and the
value of foreign securities owned by the fund could
change on days when you
cannot buy or redeem shares.


In order to buy, redeem or exchange shares at that
day's price, you must place
your order with your Service Agent or one of the
applicable sub-transfer agents
before the New York Stock Exchange closes. If the
Exchange closes early, you
must place your order prior to the actual closing
time. Otherwise, you will
receive the next business day's price.

Service Agents must transmit all orders to buy,
exchange or redeem shares to the
applicable sub-transfer agent before the applicable
sub-transfer agents' close
of business.




Smith Barney Mutual Funds  23
<PAGE>

------------------------------------------------------
--------------------------
  Financial highlights
------------------------------------------------------
--------------------------

The financial highlights tables are intended to help
you understand the
performance of each class for the past 5 years (or
since inception if less than
5 years). Certain information reflects financial
results for a single share.
Total return represents the rate that a shareholder
would have earned (or lost)
on a fund share assuming reinvestment of all dividends
and distributions. The
information in the following tables was audited by
KPMG LLP, independent
auditors, whose report, along with the fund's
financial statements, is included
in the annual report (available upon request).

<TABLE>
<CAPTION>
------------------------------------------------------
-------------------------------------------
  For a Class A share of capital stock
  outstanding throughout each year ended January 31:
------------------------------------------------------
-------------------------------------------
                                 2001(1)
2000(1)        1999(1)       1998         1997
------------------------------------------------------
-------------------------------------------
<S>                             <C>            <C>
<C>          <C>          <C>
Net asset value, beginning
  of year                       $  25.79       $
25.94       $  20.57     $  19.36     $  19.00
------------------------------------------------------
-------------------------------------------
Income from operations:
  Net investment income             0.39
0.38           0.29         0.48         0.57
  Net realized and unrealized
    gain                            1.76
0.88           5.87         3.27         1.71
------------------------------------------------------
-------------------------------------------
Total income
  from operations                   2.15
1.26           6.16         3.75         2.28
------------------------------------------------------
-------------------------------------------
Less distributions from:
  Net investment income            (0.43)
(0.32)         (0.26)       (0.55)       (0.60)
  Net realized gains               (2.01)
(1.09)         (0.53)       (1.99)       (1.32)
------------------------------------------------------
-------------------------------------------
Total distributions                (2.44)
(1.41)         (0.79)       (2.54)       (1.92)
------------------------------------------------------
-------------------------------------------
Net asset value, end of year    $  25.50       $
25.79       $  25.94     $  20.57     $  19.36
------------------------------------------------------
-------------------------------------------
Total return                        8.78%
4.93%         30.47%       19.89%       12.41%
------------------------------------------------------
-------------------------------------------
Net assets, end of
  year (millions)               $    361       $
337       $    282     $    202     $    178
------------------------------------------------------
-------------------------------------------
Ratios to average net assets:
  Expenses                          1.15%
1.17%          1.19%        1.19%        1.28%
  Net investment income             1.52
1.47           1.23         2.34         2.98
------------------------------------------------------
-------------------------------------------
Portfolio turnover rate               36%
43%            36%          62%          68%
------------------------------------------------------
-------------------------------------------
</TABLE>

(1) Per share amounts calculated using the monthly
average shares method.


24  Smith Barney Social Awareness Fund

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------
-------------------------------------------
  For a Class B share of capital stock
  outstanding throughout each year ended January 31:
------------------------------------------------------
-------------------------------------------
                                 2001(1)
2000(1)        1999(1)       1998         1997
------------------------------------------------------
-------------------------------------------
<S>                             <C>            <C>
<C>          <C>          <C>
Net asset value, beginning
  of year                       $  25.81       $
25.96       $  20.63     $  19.42     $  19.05
------------------------------------------------------
-------------------------------------------
Income from operations:
  Net investment income             0.19
0.19           0.11         0.33         0.43
  Net realized and unrealized
    gain                            1.75
0.87           5.89         3.27         1.71
------------------------------------------------------
-------------------------------------------
Total income
  from operations                   1.94
1.06           6.00         3.60         2.14
------------------------------------------------------
-------------------------------------------
Less distributions from:
  Net investment income            (0.23)
(0.12)         (0.14)       (0.40)       (0.45)
  Net realized gains               (2.01)
(0.19)         (0.53)       (1.99)       (1.32)
------------------------------------------------------
-------------------------------------------
Total distributions                (2.24)
(1.21)         (0.67)       (2.39)       (1.77)
------------------------------------------------------
-------------------------------------------
Net asset value, end of year    $  25.51       $
25.81       $  25.96     $  20.63     $  19.42
Total return                        7.91%
4.13%         29.50%       18.95%       11.60%
------------------------------------------------------
-------------------------------------------
Net assets, end of
  year (millions)               $    192       $
221       $    198     $    172     $    203
------------------------------------------------------
-------------------------------------------
Ratios to average net assets:
  Expenses                          1.94%
1.93%          1.94%        1.95%        2.03%
  Net investment income             0.73
0.71           0.49         1.62         2.23
------------------------------------------------------
-------------------------------------------
Portfolio turnover rate               36%
43%            36%          62%          68%
------------------------------------------------------
-------------------------------------------
</TABLE>

(1) Per share amounts calculated using the monthly
average shares method.



Smith Barney Mutual Funds  25

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------
---------------------------------------
  For a Class L(1) share of capital stock
  outstanding throughout each year ended January 31:
------------------------------------------------------
---------------------------------------
                                 2001(1)      2000(1)
1999(1)(2)     1998         1997
------------------------------------------------------
---------------------------------------
<S>                             <C>            <C>
<C>          <C>          <C>
Net asset value, beginning
  of year                       $  25.88     $  26.03
$  20.68     $  19.46     $  19.08
------------------------------------------------------
---------------------------------------
Income from operations:
  Net investment income             0.19         0.19
0.11         0.34         0.44
  Net realized and unrealized
    gain                            1.77         0.87
5.91         3.27         1.71
------------------------------------------------------
---------------------------------------
Total income
  from operations1                   .96         1.06
6.02         3.61         2.15
------------------------------------------------------
---------------------------------------
Less distributions from:
  Net investment income            (0.24)       (0.12)
(0.14)       (0.40)       (0.45)
  Net realized gains               (2.01)       (1.09)
(0.53)       (1.99)       (1.32)
------------------------------------------------------
---------------------------------------
Total distributions                (2.25)       (1.21)
(0.67)       (2.39)       (1.77)
------------------------------------------------------
---------------------------------------
Net asset value, end of year    $  25.59     $  25.88
$  26.03     $  20.68     $  19.46
------------------------------------------------------
---------------------------------------
Total return                        7.94%        4.13%
29.53%       18.97%       11.65%
------------------------------------------------------
---------------------------------------
Net assets, end of
  year (millions)               $    (32)    $     27
$     15     $      7     $      4
------------------------------------------------------
---------------------------------------
Ratios to average net assets:
  Expenses                          1.93%        1.92%
1.92%        1.93%        2.01%
  Net investment income             0.74         0.73
0.46         1.54         2.25
------------------------------------------------------
---------------------------------------
Portfolio turnover rate               36%          43%
36%          62%          68%
------------------------------------------------------
---------------------------------------
</TABLE>

(1) Per share amounts calculated using the monthly
average shares method.
(2) On June 12, 1998, Class C shares were renamed
Class L shares.


26 Smith Barney Social Awareness Fund

<PAGE>

------------------------------------------------------
--------------------------
  For a Class Y* share of capital stock
  outstanding throughout each year ended January 31:
------------------------------------------------------
--------------------------

1998          1997(1)
------------------------------------------------------
--------------------------
Net asset value, beginning of year
$  19.39       $ 19.00
------------------------------------------------------
--------------------------
Income from operations:
  Net investment income
0.56          0.51
  Net realized and unrealized gain
3.27          1.69
------------------------------------------------------
--------------------------
Total income from operations
3.83          2.20
------------------------------------------------------
--------------------------
Less distributions from:
  Net investment income
(0.61)        (0.49)
  Net realized gains
(1.99)        (1.32)
------------------------------------------------------
--------------------------
Total distributions
(2.60)        (1.81)
------------------------------------------------------
--------------------------
Net asset value, end of year
$  20.62       $ 19.39
------------------------------------------------------
--------------------------
Total return
20.31%        11.94%(2)
------------------------------------------------------
--------------------------
Net assets, end of year (millions)
$    0.2       $   0.1
------------------------------------------------------
--------------------------
Ratios to average net assets:
  Expenses
0.84%         0.90%(3)
  Net investment income
2.64%         3.31%(3)
------------------------------------------------------
--------------------------
Portfolio turnover rate
62%           68%
------------------------------------------------------
--------------------------

*    There were no Class Y shares outstanding for the
fiscal years ended January
     31, 1999, 2000 and 2001.
(1)  For the period from March 28, 1996 (inception
date) to January 31, 1997.
(2)  Not Annualized.
(3)  Annualized.



Smith Barney Mutual Funds  27

<PAGE>

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blank.)

<PAGE>

[LOGO] Smith Barney
       Mutual Funds

Your Serious Money. Professionally Managed.(SM)

Smith Barney
Social Awareness
Fund

An investment portfolio of Smith Barney Equity Funds

Shareholder reports Annual and semiannual reports to
shareholders provide
additional information about the fund's investments.
These reports discuss the
market conditions and investment strategies that
significantly affected the
fund's performance during its last fiscal year end or
period.

The fund sends only one report to a household if more
than one account has the
same address. Contact your Service Agent or the
transfer agent if you do not
want this policy to apply to you.

Statement of additional information The statement of
additional information
provides more detailed information about the fund and
is incorporated by
reference into (is legally part of) this prospectus.


You can make inquiries about the fund or obtain
shareholder reports or the
statement of additional information (without charge)
by contacting your Service
Agent, by calling the applicable sub-transfer agent of
the fund (PFS Shareholder
Services at 1-800-544-5445 or PFPC Global Fund
Services at 1-800-451-2010), or
by writing to the fund at Smith Barney Mutual Funds, 7
World Trade Center, New
York, New York 10048.


Information about the fund (including the SAI) can be
reviewed and copied at the
Securities and Exchange Commission's (the
"Commission") Public Reference Room in
Washington, D.C. In addition, information on the
operation of the Public
Reference Room may be obtained by calling the
Commission at 1-202-942-8090.
Reports and other information about the fund are
available on the EDGAR Database
on the Commission's Internet site at
http://www.sec.gov. Copies of this
information may be obtained for a duplicating fee by
electronic request at the
following E-mail address: publicinfo@sec.gov, or by
writing the Commission's
Public Reference Section, Washington, D.C. 20549-0102.

If someone makes a statement about the fund that is
not in this prospectus, you
should not rely upon that information. Neither the
fund nor the distributor is
offering to sell shares of the fund to any person to
whom the fund may not
lawfully sell its shares.

(SM)Your Serious Money. Professionally Managed. is a
service mark of Salomon
Smith Barney Inc.

(Investment Company Act file
no. 811-04551)

FD0225 05/01


[LOGO]341

[RECYCLE LOGO] Because we care about the environment,
this annual report has
               been printed with soy-based inks on 20%
post-consumer recycled
               paper, deinked using a non-chlorine
bleach process.




Part B - Statement of Additional Information



SMITH BARNEY EQUITY FUNDS - Smith Barney Social Awareness Fund

Seven World Trade Center
New York, New York 10048
800-451-2010

STATEMENT OF ADDITIONAL INFORMATION	May 31,
2001


This statement of additional information expands upon and
supplements the information contained in the current prospectus,
dated May 31, 2001, as amended or supplemented from time to time,
of Smith Barney Social Awareness Fund ("Social Awareness Fund" or
the "fund") (formerly Concert Social Awareness Fund).  The fund is
a series of Smith Barney Equity Funds (the "trust").  This
statement of additional information should be read in conjunction
with the fund's prospectus, which may be obtained from a Salomon
Smith Barney Financial Consultant, a PFS Investments Inc.
Registered Representative, a broker/dealer, financial intermediary
or a financial institution (each called a "Service Agent") or by
writing or calling the trust at the address or telephone number
set forth above. This statement of additional information,
although not in itself a prospectus, is incorporated by reference
into the fund's prospectus in its entirety.

CONTENTS

Management of the Trust

2
Investment Objectives and Policies

6
Purchase, Exchange and Redemption of Shares
24
PFS Accounts
25
Distributor
38
Valuation of Shares
41
Performance Data
42
Dividends and Distributions
47
Taxes
47
Additional Information
51
Other Information
52
Financial Statements
52
Appendix
A-
1


MANAGEMENT OF THE TRUST

The executive officers of the trust are employees of the following
organizations, which are among the organizations providing
services to the trust:

Name

Service

Salomon Smith Barney Inc.
(Salomon Smith Barney")

Distributor of the fund
Smith Barney Fund Management LLC
("SBFM" or the "Manager") (formerly
SSB Citi Fund Management LLC)


Investment Adviser and
Administrator of the fund
PFPC Trust Company (successor by
assignment from PNC Bank, National
Association ("PFPC")

Custodian
Citi Fiduciary Trust Company
("Transfer Agent")

Transfer Agent
PFPC Global Fund Services
("Sub-Transfer Agent")

Sub-Transfer Agent
PFS Shareholder Services
("Sub-Transfer Agent")

Sub-Transfer Agent

These organizations and the services they perform for the trust
and the fund are discussed in the prospectus and in this statement
of additional information.

Trustees and Executive Officers of the Trust

The names of the trustees and the executive officers of the trust,
together with information as to their principal business
occupations, are set forth below. Each trustee who is an
"interested person" of the trust, as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), is indicated by
an asterisk. The address of the "interested" trustees and the
executive officers of the trust is Seven World Trade Center, New
York, New York 10048, unless otherwise noted.

LEE ABRAHAM, Trustee
Retired; Director/Trustee of 11 investment companies associated
with Citigroup Inc. ("Citigroup"). Director of R.G. Barry Corp., a
footwear manufacturer, Signet Group plc, a specialty retailer, and
eNote.com, Inc., a computer hardware company. Formerly Chairman
and Chief Executive Officer of Associated Merchandising
Corporation, a major retail merchandising and sourcing
organization and formerly Director of Galey & Lord and Liz
Claiborne.  His address is 106 Barnes Road, Stamford, Connecticut
06902; Age 73.

ALLAN J. BLOOSTEIN, Trustee
President of Allan J. Bloostein Associates, a consulting firm;
Director/Trustee of 18 investment companies associated with
Citigroup. Director of CVS Corporation, a drugstore chain, and
Taubman Centers Inc., a real estate development company; Retired
Vice Chairman and Director of The May Department Stores Company.
His address is 27 West 67th Street, New York, New York 10023; Age
71.

JANE F. DASHER, Trustee
Investment Officer; Korsant Partners, a family investment company.
Director/Trustee of 11 investment companies associated with
Citigroup. Prior to 1997, Independent Financial Consultant. Her
address is 283 Greenwich Avenue, Greenwich, Connecticut 06830;
Age 51.

DONALD R. FOLEY, Trustee
Retired; Director/Trustee of 11 investment companies associated
with Citigroup. Formerly Vice President of Edwin Bird Wilson,
Incorporated (an advertising agency); His address is 3668
Freshwater Drive, Jupiter, Florida 33477; Age 78.

RICHARD E. HANSON, JR., Trustee
Retired; Formerly Head of The New Atlanta Jewish Community High
School, Atlanta, Georgia. Director/Trustee of 11 investment
companies associated with Citigroup.  Formerly Headmaster, The
Peck School, Morristown, New Jersey.  His address is 2751 Vermont
Route 140, Poultney Vermont, 05764; Age 59.

PAUL HARDIN, Trustee
Professor of Law and Chancellor Emeritus at University of North
Carolina at Chapel Hill. Director/Trustee of 13 investment
companies associated with Citigroup. Formerly, Director of The
Summit Bancorporation; Formerly, Chancellor of the University of
North Carolina at Chapel Hill;  His address is 12083 Morehead,
Chapel Hill, North Carolina 27514; Age 69.

*HEATH B. McLENDON, Chairman of the Board, President and Chief
Executive Officer
Managing Director of Salomon Smith Barney; Chairman, Co-Chairman
or President and/or Trustee/Director of the Board of 77 investment
companies associated with Citigroup. Director and President of
SBFM and Travelers Investment Advisers, Inc. ("TIA").  His address
is 7 World Trade Center, New York, New York 10048; Age 67.

RODERICK C. RASMUSSEN, Trustee
Investment Counselor; Director/Trustee of 11 investment companies
associated with Citigroup. Formerly Vice President of Dresdner and
Company Inc. (investment counselors); His address is 9 Cadence
Court, Morristown, New Jersey 07960; Age 74.

JOHN P. TOOLAN, Trustee
Retired; Director/Trustee of 11 investment companies associated
with Citigroup. Trustee of John Hancock Funds; Formerly, Director
and Chairman of Smith Barney Trust Company, Director of Smith
Barney Holdings Inc. and various subsidiaries, Senior Executive
Vice President, Director and Member of the Executive Committee of
Smith Barney; His address is 13 Chadwell Place, Morristown, New
Jersey 07960; Age 70.

ROBERT J. BRADY, CFA, Investment Officer
Managing Director of Salomon Smith Barney; Mr. Brady is retiring
on June 15, 2001; His address is 7 World Trade Center, New York,
New York 10048; Age 61.

CHARLES P. GRAVES, III, CFA, Investment Officer
Managing Director of Salomon Smith Barney. Mr. Graves will assume
Mr. Brady's responsibilities effective June 16, 2001.  His address
is 7 World Trade Center, New York, New York 10048; Age 38.

ELLEN S. CAMMER, Investment Officer
Managing Director of Salomon Smith Barney; Her address is 7 World
Trade Center, New York, New York 10048; Age 47.

PAUL A. BROOK, Controller
Director of Salomon Smith Barney; Controller or Assistant
Treasurer of 43 investment companies associated with Citigroup
since 1998; Prior to 1998 Managing Director of AMT Capital
Services Inc.; Prior to 1997, Partner with Ernst & Young LLP; His
address is 125 Broad Street, New York, New York 10004; Age 47.

LEWIS E. DAIDONE, Senior Vice President and Treasurer
Managing Director of Salomon Smith Barney; Senior Vice President
or Executive Vice President and Treasurer of 83 investment
companies associated with Citigroup;  Director and Senior Vice
President of the Manager and TIA; His address is 125 Broad Street,
New York, New York 10004; Age 43.

CHRISTINA T. SYDOR, Secretary
Managing Director of Salomon Smith Barney; Secretary of 60
investment companies associated with Citigroup; Secretary and
General Counsel of the Manager and TIA; Age 50.

As of May 4, 2001, the trust's trustees and officers of the fund
as a group owned less than 1.00% of the outstanding shares of the
trust.

As of May 4, 2001 to the best of knowledge of the fund and the
board of trustees, no single shareholder or group (as the term is
used in Section 13(d) of the Securities Act of 1934) beneficially
owned or owner of record more than 5% of the outstanding shares of
the fund with the exception of the following:

FUND
CLASS
PERCEN
T
NAME
ADDRESS
Social
Awareness Fund
A
15.135
PFS Shareholder
Services (A)
ATTN: Jay Barnhill

3100
Breckinridge
Blvd
Duluth, GA
30199
Social
Awareness Fund
B
34.140
PFS Shareholder
Services (B)
ATTN: Jay Barnhill
3100
Breckinridge
Blvd
Duluth, GA
30199


No officer, director or employee of Salomon Smith Barney, or of
any parent or subsidiary receives any compensation from the trust
for serving as an officer or trustee of the trust. Officers and
interested directors of the trust are compensated by Salomon Smith
Barney. Fees for trustees who are not "interested persons" of the
trust and who are directors/trustees of a group of funds sponsored
by Salomon Smith Barney are set at $60,000 per annum and are
allocated based on relative net assets of each fund in the group
plus a per meeting fee of $2,500 with respect to in-person
meetings.  In addition, these directors received $100 per fund for
each telephone meeting plus travel and out-of-pocket expenses
incurred in connection with board meetings.  The board meeting
fees and out-of-pocket expenses are borne proportionately by each
individual fund or portfolio in the group. During the calendar
year ended December 31, 2000 such expenses for the group totaled
$13,769. Officers and interested directors of the Company are
compensated by Salomon Smith Barney.



For the fiscal year ended January 31, 2001, the trustees of the
trust were paid the following compensation:






Name of Trustee

Aggregate
Compensatio
n from the
Trust for
Fiscal Year
Ended
1/31/01

Pension or
Retirement
Benefits
Accrued as
Part of the
Fund
Expenses
Aggregate
Compensation
From the
Trust and
Fund Complex
for Calendar
Year Ended
12/31/00


Total Number
of Funds for
Which Trustee
Serves Within
Fund Complex

Lee Abraham
$6,800
$0
$72,800
11
Allan Bloostein
6,600
0
109,500
18
Jane Dasher
7,100
0
75,000
11
Donald R. Foley*
7,100
0
74,900
11
Richard E.
Hanson, Jr.
7,100
0
74,800
11
Paul Hardin
7,100
0
93,150
13
Heath B.
McLendon**
0
0
0
77
Roderick C.
Rasmussen*
7,100
0
74,900
11
John P. Toolan*
7,100
0
74,900
11

*	Pursuant to a deferred compensation plan, the indicated
trustees have elected to defer the following amounts of their
compensation from the trust: Donald R. Foley: $2,080, Roderick
C. Rasmussen: $2,600 and John P. Toolan: $7,100, and the
following amounts of their total compensation from the Fund
Complex: Donald R. Foley: $24,000, Roderick C.
Rasmussen:$30,000 and John P. Toolan: $74,900.

Upon attainment of age 80, trustees are required to change to
emeritus status.  Trustees Emeritus are entitled to serve in
emeritus status for a maximum of 10 years during which time
they are paid 50% of the annual retainer fee and meeting fees
otherwise applicable to the trust's trustees together with
reasonable out-of-pocket expenses for each meeting attended.

**	Designates a trustee who is an "interested person" of the
trust.


Investment Adviser and Administrator

SBFM serves as investment adviser to Social Awareness Fund
pursuant to an investment advisory agreement dated August 14,
1995.  SBFM is an affiliate of Salomon Smith Barney and a wholly
owned subsidiary of Citigroup.  The board of trustees most
recently approved the fund's advisory agreement on June 21, 2000.

SBFM bears all expenses in connection with the performance of its
services and pays the salary of any officer and employee who is
employed by both it and the trust. As compensation for investment
advisory services rendered, Social Awareness Fund pays a fee
computed daily and paid monthly at the annual rate of 0.55% of the
fund's average daily net assets.

SBFM also serves as administrator to the fund pursuant to a
written administration agreement dated August 31, 1996, which was
most recently approved on June 21, 2000.  For administration
services rendered, the fund pays SBFM a fee at the annual rate of
0.20% of the value of the fund's average daily net assets.

SBFM pays the salaries of all officers and employees who are
employed by SBFM and the fund, maintains office facilities for the
fund, furnishes the fund with statistical and research data,
clerical help and accounting, data processing, bookkeeping,
internal auditing and legal services and certain other services
required by the fund, prepares reports to the fund's shareholders
and prepares tax returns, reports to and filings with the
Securities and Exchange Commission (the "SEC") and state Blue Sky
authorities. SBFM bears all expenses in connection with the
performance of its services.  Each of the service providers also
bears all expenses in connection with the performance of its
services under its agreement relating to the fund.

For the fiscal years ended January 31, 1999, 2000 and 2001, the
fund paid investment advisory and/or administration fees to SBFM
(or its predecessor) as follows:

Social Awareness  Fund
1999
2000
2001
Investment Advisory fees
$2,323,338
$3,065,31
1
$3,196,71
2
Administration fees
 844,850
1,114,659
$1,162,44
1

Code of Ethics

Pursuant to Rule 17j-1 of the 1940 Act, the trust, its investment
adviser and principal underwriter have adopted codes of ethics
that permit personnel to invest in securities for their own
accounts, including securities that may be purchased or held by
the fund.  All personnel must place the interests of clients first
and avoid activities, interests and relationships that might
interfere with the duty to make decisions in the best interests of
the clients.  All personal securities transactions by employees
must adhere to the requirements of the codes and must be conducted
in such a manner as to avoid any actual or potential conflict of
interest, the appearance of such a conflict, or the abuse of an
employee's position of trust and responsibility.

A copy of the trust's Code of Ethics is on file with the SEC.


Auditors

KPMG LLP, 757 Third Avenue, New York, New York 10017, has been
selected as the trust's independent auditor to examine and report
on the trust's financial statements and financial highlights for
the fiscal year ending January 31, 2002.


INVESTMENT OBJECTIVES AND POLICIES

The prospectus discusses the investment objectives of the fund and
the policies employed to achieve those objectives. This section
contains supplemental information concerning the types of
securities and other instruments in which the fund may invest, the
investment policies and portfolio strategies the fund may utilize
and certain risks attendant to such investments, policies and
strategies. There can be no assurance that the respective
investment objectives of the fund will be achieved.

The investment objective of the Social Awareness Fund is high
total return consisting of capital appreciation and current
income.  The fund's investment objective may be changed only with
the approval of a majority of the fund's outstanding voting
securities. There can be no assurance the fund's investment
objective will be achieved.

The fund seeks to achieve its objective by investing in a variable
combination of equity and fixed-income securities.  The
percentages of the fund's assets invested in each of these types
of securities are adjusted from time to time to conform to the
asset allocation percentages most recently determined by the
portfolio managers.  Under normal market conditions, the fund will
have between 65% and 85% of its assets invested in equity
securities and between 15% and 35% in fixed-income securities.
The mix of the fund's investments may vary from time to time.

SBFM is responsible for the selection of specific securities on
behalf of the fund and for determining the allocation of the
fund's assets. Following the variable asset allocation strategy
may involve frequent shifts among classes of investments and
result in a relatively high portfolio turnover rate.

The equity portion of the assets of the fund will consist
primarily of common stocks of established companies traded on
exchanges or over-the-counter that represent an opportunity for
total return on a long-term basis. In evaluating companies for
investment, SBFM selects securities of companies that it believes
are undervalued based on relevant indicators such as
price/earnings ratios, forecast growth, as well as balance sheet,
profitability and risk analysis.  Equity investments may be made
without regard to the size of companies and generally will be made
in a broad spectrum of industries.  The fund may also invest in
preferred stock, securities convertible into or exchangeable for
common stock and warrants.

The fixed income portion of the fund's assets will be composed
primarily of investment-grade corporate bonds, debentures and
notes, asset-backed and mortgage-backed securities and obligations
of the United States government or its agencies or
instrumentalities ("U.S. government securities").  The fund's
fixed income assets may be short-, medium- or long-term, as
determined at the discretion of SBFM based upon an evaluation of
economic and market trends.  When SBFM believes that a defensive
investment posture is warranted or when attractive investment
opportunities do not exist, the fund may temporarily invest all or
a portion of its assets in short-term money market instruments.
The money market securities in which the fund may invest include
commercial paper, bank obligations (possibly including community
investments) and short-term U.S. government securities.

Up to 25% of the fund's assets may be invested in equity and debt
securities of foreign issuers.  The fund also may write covered
call options, lend its portfolio securities and invest in real
estate investment trusts.  Risk factors and special considerations
associated with the fund's investments are described below.

SBFM believes that there is a direct correlation between companies
that demonstrate an acute awareness of their impact on the society
within which they operate and companies which offer attractive
long-term investment potential. SBFM believes that addressing
social issues in a positive manner can translate into sound
business. For example, by ensuring a product or service does not
negatively impact the environment, a company can avoid costly
litigation and clean-up costs; and by maintaining positive
standards for the workplace and a diverse employee population, a
company can better ensure access to quality management talent and
improved productivity; or by becoming more involved in the
community, a company can enhance its consumer franchise.  Top
quality management teams who successfully balance their companies'
business interest with their social influences can gain
significant competitive advantages over the long run, which may
result in increased shareholder values and, therefore, better
investments.  The fund is designed to incorporate both social and
financial criteria in all of its investment decisions.

SBFM will attempt to emphasize companies that meet the fund's
investment criteria and, relative to other companies in their
industry, demonstrate a positive awareness of the environment in
which they operate.  In addition, SBFM has identified specific
areas of social and financial concern and, thus, the fund will not
purchase the debt or equity securities of any company that SBFM
has significant reason to believe is engaged at the time of
investment by the fund in any of the following:

? Tobacco production;
? Production of weapons;
? Ownership or design of nuclear facilities.

These portfolio restrictions are based on the belief that a
company will benefit from its social awareness by enabling it to
better position itself in developing business opportunities while
avoiding liabilities that may be incurred when a product or
service is determined to have a negative social impact.  These
companies should be better prepared to respond to external demands
and ensure that over the longer term they will be viable to
provide a positive return to both investors and society as a
whole.

SBFM will use its best efforts to assess a company's social
performance.  This analysis will be based on present activities,
and will not preclude securities solely because of past
activities.  The fund's trustees will monitor the social awareness
criteria used by the fund and SBFM may, upon approval of the
trustees, change the criteria used to rate the social performance
of an issuer without prior notice or shareholder approval.

While the application of the fund's social awareness criteria may
preclude some securities with strong earnings and growth
potential, SBFM believes that there are sufficient investment
opportunities among those companies that satisfy the social
awareness criteria to meet the fund's investment objectives.


Additional Investment Strategies and Techniques

In attempting to achieve its investment objective, the fund may
employ, among others, one or more of the strategies and techniques
set forth below. The fund is under no obligation to use any of the
strategies or techniques at any given time or under any particular
economic condition.

Equity Investments

Convertible Securities.  The fund may invest in convertible
securities. Convertible securities are fixed-income securities
that may be converted at either a stated price or stated rate into
underlying shares of common stock. Convertible securities have
general characteristics similar to both fixed-income and equity
securities. Although to a lesser extent than with fixed-income
securities generally, the market value of convertible securities
tends to decline as interest rates increase and, conversely, tends
to increase as interest rates decline. In addition, because of the
conversion feature, the market value of convertible securities
tends to vary with fluctuations in the market value of the
underlying common stocks and, therefore, also will react to
variations in the general market for equity securities. A unique
feature of convertible securities is that as the market price of
the underlying common stock declines, convertible securities tend
to trade increasingly on a yield basis, and thus may not
experience market value declines to the same extent as the
underlying common stock. When the market price of the underlying
common stock increases, the prices of the convertible securities
tend to rise as a reflection of the value of the underlying common
stock. While no securities investments are without risk,
investments in convertible securities generally entail less risk
than investments in common stock of the same issuer.

As fixed-income securities, convertible securities are investments
that provide for a stable stream of income with generally higher
yields than common stocks. Of course, like all fixed-income
securities, there can be no assurance of current income because
the issuers of the convertible securities may default on their
obligations. Convertible securities, however, generally offer
lower interest or dividend yields than non-convertible securities
of similar quality because of the potential for capital
appreciation. A convertible security, in addition to providing
fixed income, offers the potential for capital appreciation
through the conversion feature, which enables the holder to
benefit from increases in the market price of the underlying
common stock. There can be no assurance of capital appreciation,
however, because securities prices fluctuate.

Convertible securities generally are subordinated to other similar
but non-convertible securities of the same issuer, although
convertible bonds, as corporate debt obligations, enjoy seniority
in right of payment to all equity securities, and convertible
preferred stock is senior to common stock, of the same issuer.
Because of the subordination feature, however, convertible
securities typically have lower ratings than similar non-
convertible securities.

Preferred Stock.  The fund may invest in preferred stocks.
Preferred stocks, like debt obligations, are generally fixed-
income securities. Shareholders of preferred stocks normally have
the right to receive dividends at a fixed rate when and as
declared by the issuer's board of directors, but do not
participate in other amounts available for distribution by the
issuing corporation. Dividends on the preferred stock may be
cumulative, and all cumulative dividends usually must be paid
prior to common stockholders receiving any dividends. Preferred
stock dividends must be paid before common stock dividends and for
that reason preferred stocks generally entail less risk than
common stocks. Upon liquidation, preferred stocks are entitled to
a specified liquidation preference, which is generally the same as
the par or stated value, and are senior in right of payment to
common stock. Preferred stocks are, however, equity securities in
the sense that they do not represent a liability of the issuer and
therefore do not offer as great a degree of protection of capital
or assurance of continued income as investments in corporate debt
securities. In addition, preferred stocks are subordinated in
right of payment to all debt obligations and creditors of the
issuer, and convertible preferred stocks may be subordinated to
other preferred stock of the same issuer.

Warrants.  The fund may invest in warrants, which entitle the fund
to buy common stock at a specified date and price.  Some of the
risks associated with warrants are described below and under "Risk
Factors."

Fixed Income Investments

Mortgage and Asset-Backed Securities.  The fund may purchase fixed
or adjustable rate mortgage-backed securities issued by the
Government National Mortgage Association, Federal National
Mortgage Association or the Federal Home Loan Mortgage
Corporation, and other asset-backed securities, including
securities backed by automobile loans, equipment leases or credit
card receivables.  These securities directly or indirectly
represent a participation in, or are secured by and payable from,
fixed or adjustable rate mortgage or other loans which may be
secured by real estate or other assets.  Unlike traditional debt
instruments, payments on these securities include both interest
and a partial payment of principal.  Prepayments of the principal
of underlying loans may shorten the effective maturities of these
securities and may result in the fund having to reinvest proceeds
at a lower interest rate.  The fund may also purchase
collateralized mortgage obligations which are a type of bond
secured by an underlying pool of mortgages or mortgage pass-
through certificates that are structured to direct payments on
underlying collateral to different series or classes of the
obligations.

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.  A 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 securities 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 a segregated
account consisting of cash or liquid securities 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 a fund's net assets.

Zero Coupon Securities.  A zero coupon bond pays no interest in
cash to its holder during its life, although interest is accrued
during that period.  Its value to an investor consists of the
difference between its face value at the time of maturity and the
price for which it was acquired, which is generally an amount
significantly less than its face value (sometimes referred to as a
"deep discount" price).  Because such securities usually trade at
a deep discount, they will be subject to greater fluctuations of
market value in response to changing interest rates than debt
obligations of comparable maturities which make periodic
distributions of interest. On the other hand, because there are no
periodic interest payments to be reinvested prior to maturity,
zero coupon securities eliminate reinvestment risk and lock in a
rate of return to maturity.

United States Government Securities.  The fund may invest in
United States government securities.  These include debt
obligations of varying maturities issued or guaranteed by the
United States government or its agencies or instrumentalities
("U.S. government securities"). Direct obligations of the United
States Treasury include a variety of securities that differ in
their interest rates, maturities and dates of issuance.

U.S. government securities include not only direct obligations of
the United States Treasury, but also include securities issued or
guaranteed by the Federal Housing Administration, Federal
Financing Bank, Export-Import Bank of the United States, Small
Business Administration, Government National Mortgage Association,
General Services Administration, Federal Home Loan Banks, Federal
Home Loan Mortgage Corporation, Federal National Mortgage
Association, Maritime Administration, Resolution Trust
Corporation, Tennessee Valley Authority, District of Columbia
Armory Board, Student Loan Marketing Association and various
institutions that previously were or currently are part of the
Farm Credit System (which has been undergoing a reorganization
since 1987). Because the United States government is not obligated
by law to provide support to an instrumentality that it sponsors,
a fund will invest in obligations issued by such an
instrumentality only if the fund's adviser determines the credit
risk with respect to the instrumentality does not make its
securities unsuitable for investment by the fund.

Repurchase Agreements.  The fund may enter into repurchase
agreements with banks which are the issuers of instruments
acceptable for purchase by the fund and with certain dealers on
the Federal Reserve Bank of New York's list of reporting dealers.
Under the terms of a typical repurchase agreement, a fund acquires
an underlying debt obligation for a relatively short period
(usually not more than seven days), subject to an obligation of
the seller to repurchase, and the fund to resell, the obligation
at an agreed-upon price and time, thereby determining the yield
during the fund's holding period.  This arrangement results in a
fixed rate of return that is not subject to market fluctuations
during the fund's holding period.  The value of the underlying
securities will be monitored on an ongoing basis by SBFM to ensure
that the value is at least equal at all times to the total amount
of the repurchase obligation, including interest.  The fund bears
a risk of loss if the other party to a repurchase agreement
defaults on its obligations and the fund is delayed in or
prevented from exercising its rights to dispose of the collateral
securities, including the risk of a possible decline in the value
of the underlying securities while the fund seeks to assert these
rights.  SBFM, acting under the supervision of the trust's board
of trustees, reviews on an ongoing basis the value of the
collateral and the creditworthiness of banks and dealers with
which the fund enter into repurchase agreements to evaluate
potential risks.

Money Market Instruments.  The money market instruments in which
the fund may invest are: U.S. government securities; certificates
of deposit ("CDs"), time deposits ("TDs") 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 other
banking institutions having total assets in excess of $500
million; high grade commercial paper; and repurchase agreements
with respect to the foregoing types of instruments. The following
is a more detailed description of such money market instruments.

Bank Obligations.  CDs are short-term, negotiable obligations of
commercial banks; TDs are non-negotiable deposits maintained in
banking institutions for specified periods of time at stated
interest rates; and bankers' acceptances are time drafts drawn on
commercial banks by borrowers usually in connection with
international transactions. Domestic commercial banks organized
under Federal law are supervised and examined by the Comptroller
of the Currency and are required to be members of the Federal
Reserve System and to be insured by the Federal Deposit Insurance
Corporation (the "FDIC"). Domestic banks organized under state law
are supervised and examined by state banking authorities but are
members of the Federal Reserve System only if they elect to join.
Most state banks are insured by the FDIC (although such insurance
may not be of material benefit to a fund, depending upon the
principal amount of CDs of each bank held by the fund) and are
subject to federal examination and to a substantial body of
Federal law and regulation. As a result of governmental
regulations, domestic branches of domestic banks, among other
things, generally are required to maintain specified levels of
reserves, and are subject to other supervision and regulation
designed to promote financial soundness.

Obligations of foreign branches of domestic banks, such as CDs and
TDs, may be general obligations of the parent bank in addition to
the issuing branch, or may be limited by the terms of a specific
obligation and governmental regulations. Such obligations are
subject to different risks than are those of domestic banks or
domestic branches of foreign banks. These risks include foreign
economic and political developments, foreign governmental
restrictions that may adversely affect payment of principal and
interest on the obligations, foreign exchange controls and foreign
withholding and other taxes on interest income. Foreign branches
of domestic banks are not necessarily subject to the same or
similar regulatory requirements that apply to domestic banks, such
as mandatory reserve requirements, loan limitations, and
accounting, auditing and financial recordkeeping requirements. In
addition, less information may be publicly available about a
foreign branch of a domestic bank than about a domestic bank. CDs
issued by wholly owned Canadian subsidiaries of domestic banks are
guaranteed as to repayment of principal and interest (but not as
to sovereign risk) by the domestic parent bank.

Obligations of domestic branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch,
or may be limited by the terms of a specific obligation and by
Federal and state regulation as well as governmental action in the
country in which the foreign bank has its head office. A domestic
branch of a foreign bank with assets in excess of $1 billion may
or may not be subject to reserve requirements imposed by the
Federal Reserve System or by the state in which the branch is
located if the branch is licensed in that state. In addition,
branches licensed by the Comptroller of the Currency and branches
licensed by certain states ("State Branches") may or may not be
required to: (a) pledge to the regulator by depositing assets with
a designated bank within the state, an amount of its assets equal
to 5% of its total liabilities; and (b) maintain assets within the
state in an amount equal to a specified percentage of the
aggregate amount of liabilities of the foreign bank payable at or
through all of its agencies or branches within the state. The
deposits of State Branches may not necessarily be insured by the
FDIC. In addition, there may be less publicly available
information about a domestic branch of a foreign bank than about a
domestic bank.

In view of the foregoing factors associated with the purchase of
CDs and TDs issued by foreign branches of domestic banks or by
domestic branches of foreign banks, SBFM will carefully evaluate
such investments on a case-by-case basis. Savings and loan
associations, the CDs of which may be purchased by the fund, are
supervised by the Office of Thrift Supervision and are insured by
the Savings Association and Insurance Fund. As a result, such
savings and loan associations are subject to regulation and
examination.

Commercial Paper.  Commercial paper is a short-term, unsecured
negotiable promissory note of a domestic or foreign company. A
fund may invest in short-term debt obligations of issuers that at
the time of purchase are rated A-2, A-1 or A-1+ by Standard &
Poor's Ratings Group ("S&P") or Prime-2 or Prime-1 by Moody's
Investors Service, Inc. ("Moody's") or, if unrated, are issued by
companies having an outstanding unsecured debt issue currently
rated within the two highest ratings of S&P or Moody's. A
discussion of S&P and Moody's rating categories appears in the
Appendix to this statement of additional information.

Variable Rate Demand Notes (VRDNs).  A fund also may invest in
variable rate master demand notes, which typically are issued by
large corporate borrowers providing for variable amounts of
principal indebtedness and periodic adjustments in the interest
rate according to the terms of the instrument. Demand notes are
direct lending arrangements between the fund and an issuer, and
are not normally traded in a secondary market. A fund, however,
may demand payment of principal and accrued interest at any time.
In addition, while demand notes generally are not rated, their
issuers must satisfy the same criteria as those set forth above
for issuers of commercial paper. SBFM will consider the earning
power, cash flow and other liquidity ratios of issuers of demand
notes and continually will monitor their financial ability to meet
payment on demand.

Other Derivative Contracts

Options on Securities.  The fund may write covered call options
and enter into closing transactions with respect thereto.  The
principal reason for writing covered call options on securities is
to attempt to realize, through the receipt of premiums, a greater
return than would be realized on the securities alone. In return
for a premium, the writer of a covered call option forfeits the
right to any appreciation in the value of the underlying security
above the strike price for the life of the option (or until a
closing purchase transaction can be effected). Nevertheless, the
call writer retains the risk of a decline in the price of the
underlying security. The size of the premiums a fund may receive
may be adversely affected as new or existing institutions,
including other investment companies, engage in or increase their
option-writing activities.

Options written by the fund normally will have expiration dates
between one and nine months from the date they are written. The
exercise price of the options may be below ("in-the-money"), equal
to ("at-the-money"), or above ("out-of-the-money") the market
values of the underlying securities at the times the options are
written. The fund may write (a) in-the-money call options when
SBFM expects that the price of the underlying security will remain
flat or decline moderately during the option period, (b) at-the-
money call options when SBFM expects that the price of the
underlying security will remain flat or advance moderately during
the option period and (c) out-of-the-money call options when SBFM
expects that the price of the underlying security may increase but
not above a price equal to the sum of the exercise price plus the
premiums received from writing the call option. In any of the
preceding situations, if the market price of the underlying
security declines and the security is sold at this lower price,
the amount of any realized loss will be offset wholly or in part
by the premium received.

So long as the obligation of a fund as the writer of an option
continues, the fund may be assigned an exercise notice by the
broker-dealer through which the option was sold requiring the fund
to deliver the underlying security against payment of the exercise
price. This obligation terminates when the option expires or the
fund effects a closing purchase transaction. A fund can no longer
effect a closing purchase transaction with respect to an option
once it has been assigned an exercise notice. To secure its
obligation to deliver the underlying security when it writes a
call option, a fund will be required to deposit in escrow the
underlying security or other assets in accordance with the rules
of the Options Clearing Corporation (the "Clearing Corporation")
and of the domestic securities exchange on which the option is
written.

An option position may be closed out only where there exists a
secondary market for an option of the same series on a securities
exchange or in the over-the-counter market. Social Awareness Fund
expects to write options only on domestic securities exchanges. A
fund may realize a profit or loss upon entering into a closing
transaction. In cases in which a fund has written an option, it
will realize a profit if the cost of the closing purchase
transaction is less than the premium received upon writing the
original option and will incur a loss if the cost of the closing
purchase transaction exceeds the premium received upon writing the
original option.

Although Social Awareness Fund generally will write only those
options for which SBFM believes there is an active secondary
market so as to facilitate closing transactions, there is no
assurance that sufficient trading interest to create a liquid
secondary market on a securities exchange will exist for any
particular option or at any particular time, and for some options
no such secondary market may exist. A liquid secondary market in
an option may cease to exist for a variety of reasons. In the
past, for example, higher than anticipated trading activity or
order flow, or other unforeseen events, have at times rendered
certain of the facilities of the Clearing Corporation and the
domestic securities exchanges inadequate and resulted in the
institution of special procedures, such as trading rotations,
restrictions on certain types of orders or trading halts or
suspensions in one or more options. There can be no assurance that
similar events, or events that otherwise may interfere with the
timely execution of customers' orders, will not recur. In such
event, it might not be possible to effect closing transactions in
particular options. If, as a covered call option writer, a fund is
unable to effect a closing purchase transaction in a secondary
market, it will not be able to sell the underlying security until
the option expires or it delivers the underlying security upon
exercise.

Securities exchanges have established limitations governing the
maximum number of calls and puts of each class that may be held or
written, or exercised within certain time periods, by an investor
or group of investors acting in concert (regardless of whether the
options are written on the same or different national securities
exchanges or are held, written or exercised in one or more
accounts or through one or more brokers). It is possible that the
fund and other clients of SBFM and certain of its affiliates may
be considered to be such a group. A securities exchange may order
the liquidation of positions found to be in violation of these
limits and it may impose certain other sanctions.

In the case of options written by a fund that are deemed covered
by virtue of the fund's holding convertible or exchangeable
preferred stock or debt securities, the time required to convert
or exchange and obtain physical delivery of the underlying common
stocks with respect to which the fund has written options may
exceed the time within which the fund must make delivery in
accordance with an exercise notice. In these instances, a fund may
purchase or temporarily borrow the underlying securities for
purposes of physical delivery. By so doing, the fund will not bear
any market risk because the fund will have the absolute right to
receive from the issuer of the underlying securities an equal
number of shares to replace the borrowed stock, but the fund may
incur additional transaction costs or interest expense in
connection with any such purchase or borrowing.

Futures and Options on Futures.  When deemed advisable by SBFM,
the fund may enter into interest rate futures contracts, stock
index futures contracts and related options that are traded on a
domestic exchange or board of trade.  These transactions will be
made solely for the purpose of hedging against the effects of
changes in the value of portfolio securities due to anticipated
changes in interest rates and market conditions, as the case may
be.  All futures and options contracts will be entered into only
when the transactions are economically appropriate for the
reduction of risks inherent in the management of the fund.

An interest rate futures contract provides for the future sale by
the one party and the purchase by the other party of a specified
amount of a particular financial instrument (debt security) at a
specified price, date, time and place.  A stock index futures
contract is an agreement pursuant to which two parties agree to
take or make delivery of an amount of cash equal to the difference
between the value of the index at the close of the last trading
day of the contract and the price at which the index contract was
originally entered into.  Stock index futures contracts are based
on indexes that reflect the market value of common stock of the
companies included in the indexes.  An option on an interest rate
or stock index contract gives the purchaser the right, in return
for the premium paid, to assume a position in a futures contract
(a long position if the option is a call and a short position if
the option is a put) at a specified exercise price at any time
prior to the expiration date of the option.

In entering into transactions involving futures contracts and
options on futures contracts, the fund will comply with applicable
requirements of the Commodities Futures Trading Commission (the
"CFTC") which require that transactions in futures and options be
engaged in for "bona fide hedging" purposes or other permitted
purposes, provided that aggregate initial margin deposits and
premiums required to establish positions, other than those
considered by the CFTC to be a "bona fide hedging," will not
exceed 5% of the fund's net asset value, after taking into account
unrealized profits and unrealized losses on any such contracts.
In addition, with respect to long positions in futures or options
on futures, the fund will set aside cash, short-term U.S. debt
obligations or other U.S. dollar denominated high quality short-
term money market instruments in an amount equal to the underlying
commodity value of those positions.

The use of futures contracts and options on futures contracts as a
hedging device involves several risks. There can be no assurance
that there will be a correlation between price movements in the
underlying securities or index on the one hand, and price
movements in the securities that are the subject of the hedge, on
the other hand. Positions in futures contracts and options on
futures contracts may be closed out only on the exchange or board
of trade on which they were entered into, and there can be no
assurance that an active market will exist for a particular
contract or option at any particular time.

Other Investments

Foreign Securities.  As described above, the fund may invest a
portion of its assets in securities of foreign issuers, including
securities denominated in foreign currencies.  These investments
involve certain risks not ordinarily associated with investments
in securities of domestic issuers.  These risks are described in
"Risk Factors" below.

American, European, Global and Continental Depositary Receipts.
The fund may invest in securities of foreign issuers in the form
of American Depositary Receipts ("ADRs"), European Depositary
Receipts ("EDRs") and Global Depositary Receipts ("GDRs"). These
securities may not necessarily be denominated in the same currency
as the securities into which they may be converted. ADRs are U.S.
dollar-denominated receipts typically issued by a domestic bank or
trust company that evidence ownership of underlying securities
issued by a foreign corporation. EDRs, which are sometimes
referred to as Continental Depositary Receipts ("CDRs"), are
receipts issued in Europe typically by non-U.S. banks and trust
companies that evidence ownership of either foreign or domestic
securities. Generally, ADRs in registered form are designed for
use in U.S. securities markets and EDRs and CDRs in bearer form
are designed for use in European securities markets.

ADRs are publicly traded on exchanges or over-the-counter in the
United States and are issued through "sponsored" or "unsponsored"
arrangements. In a sponsored ADR arrangement, the foreign issuer
assumes the obligation to pay some or all of the depositary's
transaction fees, whereas under an unsponsored arrangement, the
foreign issuer assumes no obligation and the depositary's
transaction fees are paid by the ADR holders.  In addition, less
information is available in the United States about an unsponsored
ADR than about a sponsored ADR, and the financial information
about a company may not be as reliable for an unsponsored ADR as
it is for a sponsored ADR.  The fund may invest in ADRs through
both sponsored and unsponsored arrangements.

Eurodollar or Yankee Obligations.  The fund may invest in
Eurodollar and Yankee obligations.  Eurodollar bank obligations
are dollar denominated debt obligations issued outside the U.S.
capital markets by foreign branches of U.S. banks and by foreign
banks.  Yankee obligations are dollar denominated obligations
issued in the U.S. capital markets by foreign issuers. Eurodollar
(and to a limited extent, Yankee) obligations are subject to
certain sovereign risks.  One such risk is the possibility that a
foreign government might prevent dollar denominated fund from
flowing across its borders.  Other risks include: adverse
political and economic developments in a foreign country; the
extent and quality of government regulation of financial markets
and institutions; the imposition of foreign withholding taxes; and
expropriation or nationalization of foreign issuers.

Lending of Portfolio Securities.  Consistent with applicable
regulatory requirements the fund has the ability to lend portfolio
securities to brokers, dealers and other financial organizations.
A fund will not lend portfolio securities to Salomon Smith Barney
unless it has applied for and received specific authority to do so
from the SEC. Loans of portfolio securities will be collateralized
by cash, letters of credit or U.S. government securities that are
maintained at all times in a segregated account in an amount equal
to 100% of the current market value of the loaned securities. From
time to time, a fund may pay a part of the interest earned from
the investment of collateral received for securities loaned to the
borrower and/or a third party that is unaffiliated with the fund
and that is acting as a "finder."

By lending its securities, a fund can increase its income by
continuing to receive interest or dividends on the loaned
securities as well as by either investing the cash collateral in
short-term instruments or obtaining yield in the form of interest
paid by the borrower when U.S. government securities are used as
collateral.  A fund will comply with the following conditions
whenever its portfolio securities are loaned: (a) the fund must
receive at least 100% cash collateral or equivalent securities
from the borrower; (b) the borrower must increase such collateral
whenever the market value of the securities loaned rises above the
level of such collateral; (c) the fund must be able to terminate
the loan at any time; (d) the fund must receive reasonable
interest on the loan, as well as any dividends, interest or other
distributions on the loaned securities, and any increase in market
value; (e) the fund may pay only reasonable custodian fees in
connection with the loan; and (f) voting rights on the loaned
securities may pass to the borrower; provided, however, that if a
material event adversely affecting the investment in the loaned
securities occurs, the trust's Board of trustees must terminate
the loan and regain the right to vote the securities. The risks in
lending portfolio securities, as with other extensions of secured
credit, consist of a possible delay in receiving additional
collateral or in the recovery of the securities or possible loss
of rights in the collateral should the borrower fail financially.
Loans will be made to firms deemed by SBFM to be of good standing
and will not be made unless, in its judgment, the consideration to
be earned from such loans would justify the risk.

Reverse Repurchase Agreements.  In order to generate additional
income, the fund may engage in reverse repurchase agreement
transactions with banks, broker-dealers and other financial
intermediaries.  Reverse repurchase agreements are the same as
repurchase agreements except that, in this instance, a fund would
assume the role of seller/borrower in the transaction.  The fund
will maintain segregated accounts consisting of cash or liquid
securities that at all time are in an amount equal to its
obligations under reverse repurchase agreements.  The fund will
invest the proceeds in other money market instruments or
repurchase agreements maturing not later than the expiration of
the reverse repurchase agreement.  Reverse repurchase agreements
involve the risk that the market value of the securities sold by a
fund may decline below the repurchase price of the securities.

Illiquid Securities.  Up to 15% of the assets of the fund may be
invested in illiquid securities, including (a) repurchase
agreements with maturities greater than seven days, (b) futures
contracts and options thereon for which a liquid secondary market
does not exist, (c) time deposits maturing in more than seven
calendar days and (d) securities of new and early stage companies
whose securities are not publicly traded. Social Awareness Fund
has no present intention to invest more than 10% of its assets in
the aggregate in illiquid securities.

Venture Capital Investments.  The fund may invest up to 5% of its
total assets in venture capital investments, that is, new and
early stage companies whose securities are not publicly traded.
Venture capital investments may present significant opportunities
for capital appreciation but involve a high degree of business and
financial risk that can result in substantial losses. The
disposition of U.S. venture capital investments, which may include
limited partnership interests, normally would be restricted under
Federal securities laws. Generally, restricted securities may be
sold only in privately negotiated transactions or in public
offerings registered under the Securities Act of 1933, as amended.
The fund also may be subject to restrictions contained in the
securities laws of other countries in disposing of portfolio
securities. As a result of these restrictions, the fund may be
unable to dispose of such investments at times when disposal is
deemed appropriate due to investment or liquidity considerations;
alternatively, the fund may be forced to dispose of such
investments at less than fair market value. Where registration is
required, the fund may be obligated to pay part or all of the
expenses of such registration.

Risk Factors

The following risk factors are intended to supplement the risks
described above and those in the fund's prospectus.

General.  Investors should realize that risk of loss is inherent
in the ownership of any securities and that the fund's net asset
value will fluctuate, reflecting fluctuations in the market value
of its portfolio positions.

Warrants.  Because a warrant does not carry with it the right to
dividends or voting rights with respect to the securities the
warrant holder is entitled to purchase, and because a warrant does
not represent any rights to the assets of the issuer, a warrant
may be considered more speculative than certain other types of
investments.  In addition, the value of a warrant does not
necessarily change with the value of the underlying security and a
warrant ceases to have value if it is not exercised prior to its
expiration date.  The investment in warrants, valued at the lower
of cost or market, may not exceed 5% of the value of the fund's
net assets. Included within that amount, but not to exceed 2% of
the value of the fund's net assets, may be warrants that are not
listed on the NYSE or the American Stock Exchange.  Warrants
acquired by the fund in units or attached to securities may be
deemed to be without value.

Securities of Unseasoned Issuers.  Securities in which the fund
may invest may have limited marketability and, therefore, may be
subject to wide fluctuations in market value.  In addition,
certain securities may be issued by companies that lack a
significant operating history and are dependent on products or
services without an established market share.

Fixed Income Securities.  Investments in fixed income securities
may subject the fund to risks, including the following.

Interest Rate Risk.  When interest rates decline, the market value
of fixed income securities tends to increase.  Conversely, when
interest rates increase, the market value of fixed income
securities tends to decline.  The volatility of a security's
market value will differ depending upon the security's duration,
the issuer and the type of instrument.

Default Risk/Credit Risk.  Investments in fixed income securities
are subject to the risk that the issuer of the security could
default on its obligations, causing a fund to sustain losses on
such investments.  A default could impact both interest and
principal payments.

Call Risk and Extension Risk.  Fixed income securities may be
subject to both call risk and extension risk.  Call risk exists
when the issuer may exercise its right to pay principal on an
obligation earlier than scheduled, which would cause cash flows to
be returned earlier than expected.  This typically results when
interest rates have declined and a fund will suffer from having to
reinvest in lower yielding securities.  Extension risk exists when
the issuer may exercise its right to pay principal on an
obligation later than scheduled, which would cause cash flows to
be returned later than expected.  This typically results when
interest rates have increased, and a fund will suffer from the
inability to invest in higher yield securities.

Lower Rated Fixed Income Securities.  Securities which are rated
BBB by S&P or Baa by Moody's are generally regarded as having
adequate capacity to pay interest and repay principal, but may
have some speculative characteristics.  Securities rated below Baa
by Moody's or BBB by S&P may have speculative characteristics,
including the possibility of default or bankruptcy of the issuers
of such securities, market price volatility based upon interest
rate sensitivity, questionable creditworthiness and relative
liquidity of the secondary trading market.  Because high yield
bonds have been found to be more sensitive to adverse economic
changes or individual corporate developments and less sensitive to
interest rate changes than higher-rated investments, an economic
downturn could disrupt the market for high yield bonds and
adversely affect the value of outstanding bonds and the ability of
issuers to repay principal and interest.  In addition, in a
declining interest rate market, issuers of high yield bonds may
exercise redemption or call provisions, which may force a fund, to
the extent it owns such securities, to replace those securities
with lower yielding securities.  This could result in a decreased
return.

Repurchase Agreements.  The fund bears a risk of loss in the event
that the other party to a repurchase agreement defaults on its
obligations and the fund is delayed in or prevented from
exercising its rights to dispose of the underlying securities,
including the risk of a possible decline in the value of the
underlying securities during the period in which the fund seeks to
assert its rights to them, the risk of incurring expenses
associated with asserting those rights and the risk of losing all
or a part of the income from the agreement.

Foreign Securities.  Investments in securities of foreign issuers
involve certain risks not ordinarily associated with investments
in securities of domestic issuers.  Such risks include
fluctuations in foreign exchange rates, future political and
economic developments, and the possible imposition of exchange
controls or other foreign governmental laws or restrictions.
Since the fund will invest heavily in securities denominated or
quoted in currencies other than the U.S. dollar, changes in
foreign currency exchange rates will, to the extent the fund does
not adequately hedge against such fluctuations, affect the value
of securities in its portfolio and the unrealized appreciation or
depreciation of investments so far as U.S. investors are
concerned.  In addition, with respect to certain countries, there
is the possibility of expropriation of assets, confiscatory
taxation, political or social instability or diplomatic
developments which could adversely affect investments in those
countries.

There may be less publicly available information about a foreign
company than about a U.S. company, and foreign companies may not
be subject to accounting, auditing, and financial reporting
standards and requirements comparable to or as uniform as those of
U.S. companies.  Foreign securities markets, while growing in
volume, have, for the most part, substantially less volume than
U.S. markets, and securities of many foreign companies are less
liquid and their price more volatile than securities of comparable
U.S. companies.  Transaction costs on foreign securities markets
are generally higher than in the U.S.  There is generally less
government supervision and regulation of exchanges, brokers and
issuers than there is in the U.S. A fund might have greater
difficulty taking appropriate legal action in foreign courts.
Dividend and interest income from foreign securities will
generally be subject to withholding taxes by the country in which
the issuer is located and may not be recoverable by the fund or
the investors.  Capital gains are also subject to taxation in some
foreign countries.

Economic and Monetary Union (EMU).  EMU began on January 1, 1999
when 11 European countries adopted a single currency-the Euro.
EMU may create new economic opportunities for investors, such as
lower interest rates, easier cross-border mergers, acquisitions
and similar restructurings, more efficient distribution and
product packaging and greater competition.   Budgetary decisions
remain in the hands of each participating country, but are subject
to each country's commitment to avoid "excessive deficits" and
other more specific budgetary criteria.  A European Central Bank
is responsible for setting the official interest rate within the
Euro zone.  EMU and the introduction of the Euro, however, present
unique risks and uncertainties for investors in EMU-participating
countries, including:  (i) monetary and economic union on this
scale has never before been attempted;  (ii) there is uncertainty
whether participating countries will remain committed to EMU in
the face of changing economic conditions; (iii) instability within
EMU may increase the volatility of European markets and may
adversely affect the prices of securities of European issuers in
the fund's portfolios; (iv) there is uncertainty concerning the
fluctuation of the Euro relative to non-Euro currencies during the
transition period from January 1, 1999 and beyond;  and (v) there
is no assurance that interest rate, tax and labor regimes of EMU-
participating countries will converge over time.  These and other
factors may cause market disruption and could adversely affect
European securities and currencies held by the fund.

Currency Risks.  The U.S. dollar value of securities denominated
in a foreign currency will vary with changes in currency exchange
rates, which can be volatile.  Accordingly, changes in the value
of the currency in which a fund's investments are denominated
relative to the U.S. dollar will affect the fund's net asset
value.  Exchange rates are generally affected by the forces of
supply and demand in the international currency markets, the
relative merits of investing in different countries and the
intervention or failure to intervene of U.S. or foreign
governments and central banks.  However, currency exchange rates
may fluctuate based on factors intrinsic to a country's economy.
Some emerging market countries also may have managed currencies,
which are not free floating against the U.S. dollar.  In addition,
emerging markets are subject to the risk of restrictions upon the
free conversion of their currencies into other currencies.  Any
devaluations relative to the U.S. dollar in the currencies in
which a fund's securities are quoted would reduce the fund's net
asset value per share.

Special Risks of Countries in the Asia Pacific Region.   Certain
of the risks associated with international investments are
heightened for investments in these countries. For example, some
of the currencies of these countries have experienced devaluations
relative to the U.S. dollar, and adjustments have been made
periodically in certain of such currencies.  Certain countries,
such as Indonesia, face serious exchange constraints.
Jurisdictional disputes also exist, for example, between South
Korea and North Korea.  In addition, Hong Kong reverted to Chinese
administration on July 1, 1997.  The long-term effects of this
reversion are not known at this time.

Securities of Developing/Emerging Markets Countries.   A
developing or emerging markets country generally is considered to
be a country that is in the initial stages of its
industrialization cycle. Investing in the equity markets of
developing countries involves exposure to economic structures that
are generally less diverse and mature, and to political systems
that can be expected to have less stability, than those of
developed countries. Historical experience indicates that the
markets of developing countries have been more volatile than the
markets of the more mature economies of developed countries;
however, such markets often have provided higher rates of return
to investors.

One or more of the risks discussed above could affect adversely
the economy of a developing market or a fund's investments in such
a market.  In Eastern Europe, for example, upon the accession to
power of Communist regimes in the past, the governments of a
number of Eastern European countries expropriated a large amount
of property.  The claims of many property owners against those of
governments may remain unsettled.  There can be no assurance that
any investments that a fund might make in such emerging markets
would not be expropriated, nationalized or otherwise confiscated
at some time in the future.  In such an event, the fund could lose
its entire investment in the market involved.  Moreover, changes
in the leadership or policies of such markets could halt the
expansion or reverse the liberalization of foreign investment
policies now occurring in certain of these markets and adversely
affect existing investment opportunities.

Many of a fund's investments in the securities of emerging markets
may be unrated or rated below investment grade. Securities rated
below investment grade (and comparable unrated securities) are the
equivalent of high yield, high risk bonds, commonly known as "junk
bonds." Such securities are regarded as predominantly speculative
with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligations and
involve major risk exposure to adverse business, financial,
economic, or political conditions.

Derivative Instruments.  In accordance with its investment
policies, the fund may invest in certain derivative instruments
which are securities or contracts that provide for payments based
on or "derived" from the performance of an underlying asset, index
or other economic benchmark.  Essentially, a derivative instrument
is a financial arrangement or a contract between two parties (and
not a true security like a stock or a bond).  Transactions in
derivative instruments can be, but are not necessarily, riskier
than investments in conventional stocks, bonds and money market
instruments.  A derivative instrument is more accurately viewed as
a way of reallocating risk among different parties or substituting
one type of risk for another.  Every investment by a fund,
including an investment in conventional securities, reflects an
implicit prediction about future changes in the value of that
investment.  Every fund investment also involves a risk that the
portfolio manager's expectations will be wrong.  Transactions in
derivative instruments often enable a fund to take investment
positions that more precisely reflect the portfolio manager's
expectations concerning the future performance of the various
investments available to the fund.  Derivative instruments can be
a legitimate and often cost-effective method of accomplishing the
same investment goals as could be achieved through other
investment in conventional securities.

Derivative contracts include options, futures contracts, forward
contracts, forward commitment and when-issued securities
transactions, forward foreign currency exchange contracts and
interest rate, mortgage and currency transactions.  The following
are the principal risks associated with derivative instruments.

Market risk.  The instrument will decline in value or that an
alternative investment would have appreciated more, but this is no
different from the risk of investing in conventional securities.

Leverage and associated price volatility.  Leverage causes
increased volatility in the price and magnifies the impact of
adverse market changes, but this risk may be consistent with the
investment objective of even a conservative fund in order to
achieve an average portfolio volatility that is within the
expected range for that type of fund.

Credit risk.  The issuer of the instrument may default on its
obligation to pay interest and principal.

Liquidity and valuation risk.  Many derivative instruments are
traded in institutional markets rather than on an exchange.
Nevertheless, many derivative instruments are actively traded and
can be priced with as much accuracy as conventional securities.
Derivative instruments that are custom designed to meet the
specialized investment needs of a relatively narrow group of
institutional investors such as the fund are not readily
marketable and are subject to a fund's restrictions on illiquid
investments.

Correlation risk.  There may be imperfect correlation between the
price of the derivative and the underlying asset.  For example,
there may be price disparities between the trading markets for the
derivative contract and the underlying asset.

Each derivative instrument purchased for a fund's portfolio is
reviewed and analyzed by the fund's portfolio manager to assess
the risk and reward of such instrument in relation the fund's
portfolio investment strategy.  The decision to invest in
derivative instruments or conventional securities is made by
measuring the respective instrument's ability to provide value to
the fund and its shareholders.

Special Risks of Writing Options.  Option writing for the fund may
be limited by position and exercise limits established by national
securities exchanges and by requirements of the Code for
qualification as a regulated investment company.  In addition to
writing covered call options to generate current income, the fund
may enter into options transactions as hedges to reduce investment
risk, generally by making an investment expected to move in the
opposite direction of a portfolio position.  A hedge is designed
to offset a loss on a portfolio position with a gain on the hedge
position; at the same time, however, a properly correlated hedge
will result in a gain on the portfolio position being offset by a
loss on the hedge position.  The fund bears the risk that the
prices of the securities being hedged will not move in the same
amount as the hedge.  The fund will engage in hedging transactions
only when deemed advisable by SBFM.  Successful use by the fund of
options will be subject to SBFM's ability to predict correctly
movements in the direction of the stock or index underlying the
option used as a hedge.  Losses incurred in hedging transactions
and the costs of these transactions will affect the fund's
performance.

The ability of the fund to engage in closing transactions with
respect to options depends on the existence of a liquid secondary
market. While the fund generally will write options only if a
liquid secondary market appears to exist for the options purchased
or sold, for some options no such secondary market may exist or
the market may cease to exist. If the fund cannot enter into a
closing purchase transaction with respect to a call option it has
written, the fund will continue to be subject to the risk that its
potential loss upon exercise of the option will increase as a
result of any increase in the value of the underlying security.
The fund could also face higher transaction costs, including
brokerage commissions, as a result of its options transactions.

Special Risks of Using Futures Contracts.  The prices of Futures
Contracts are volatile and are influenced by, among other things,
actual and anticipated changes in interest rates, which in turn
are affected by fiscal and monetary policies and national and
international political and economic events.

At best, the correlation between changes in prices of Futures
Contracts and of the securities or currencies being hedged can be
only approximate.  The degree of imperfection of correlation
depends upon circumstances such as: variations in speculative
market demand for Futures and for debt securities or currencies,
including technical influences in Futures trading; and differences
between the financial instruments being hedged and the instruments
underlying the standard Futures Contracts available for trading,
with respect to interest rate levels, maturities, and
creditworthiness of issuers.  A decision of whether, when, and how
to hedge involves skill and judgment, and even a well-conceived
hedge may be unsuccessful to some degree because of unexpected
market behavior or interest rate trends.

Because of the low margin deposits required, Futures trading
involves an extremely high degree of leverage.  As a result, a
relatively small price movement in a Futures Contract may result
in immediate and substantial loss, as well as gain, to the
investor.  For example, if at the time of purchase, 10% of the
value of the Futures Contract is deposited as margin, a subsequent
10% decrease in the value of the Futures Contract would result in
a total loss of the margin deposit, before any deduction for the
transaction costs, if the account were then closed out.  A 15%
decrease would result in a loss equal to 150% of the original
margin deposit, if the Futures Contract were closed out.  Thus, a
purchase or sale of a Futures Contract may result in losses in
excess of the amount invested in the Futures Contract.  A fund,
however, would presumably have sustained comparable losses if,
instead of the Futures Contract, it had invested in the underlying
financial instrument and sold it after the decline.  Where a fund
enters into Futures transactions for non-hedging purposes, it will
be subject to greater risks and could sustain losses which are not
offset by gains on other fund assets.

Furthermore, in the case of a Futures Contract purchase, in order
to be certain that the fund has sufficient assets to satisfy its
obligations under a Futures Contract, the fund segregates and
commits to back the Futures Contract an amount of cash and liquid
securities equal in value to the current value of the underlying
instrument less the margin deposit.

Most U.S. Futures exchanges limit the amount of fluctuation
permitted in Futures Contract prices during a single trading day.
The daily limit establishes the maximum amount the price of a
Futures Contract may vary either up or down from the previous
day's settlement price at the end of a trading session.  Once the
daily limit has been reached in a particular type of Futures
Contract, no trades may be made on that day at a price beyond that
limit.  The daily limit governs only price movement during a
particular trading day and therefore does not limit potential
losses, because the limit may prevent the liquidation of
unfavorable positions.  Futures Contract prices have occasionally
moved to the daily limit for several consecutive trading days with
little or no trading, thereby preventing prompt liquidation of
Futures positions and subjecting some Futures traders to
substantial losses.

Portfolio Turnover.   The fund may purchase or sell securities
without regard to the length of time the security has been held
and thus may experience a high rate of portfolio turnover. A 100%
turnover rate would occur, for example, if all the securities in a
portfolio were replaced in a period of one year. A fund may
experience a high rate of portfolio turnover if, for example, it
writes a substantial number of covered call options and the market
prices of the underlying securities appreciate. The rate of
portfolio turnover is not a limiting factor when SBFM deems it
desirable to purchase or sell securities or to engage in options
transactions. High portfolio turnover involves correspondingly
greater transaction costs, including any brokerage commissions,
which are borne directly by the respective fund and may increase
the recognition of short-term, rather than long-term, capital
gains if securities are held for one year or less and may
therefore increase shareholders' liability for applicable income
taxes on resulting distributions.


Investment Restrictions

The trust has adopted the following investment restrictions for
the protection of shareholders. Restrictions 1 through 6 below
have been adopted by the trust with respect to the fund as
fundamental policies. Under the 1940 Act, a fundamental policy of
a fund may not be changed without the vote of a majority of the
fund's outstanding voting securities, as defined in the 1940 Act.
Such majority is defined as the lesser of (a) 67% or more of the
shares present at the meeting, if the holders of more than 50% of
the outstanding shares of the fund are present or represented by
proxy, or (b) more than 50% of the outstanding shares. Investment
restrictions 7 through 14 may be changed by vote of a majority of
the trust's board of trustees at any time.

Under the investment policies adopted by the trust a fund may not:

1. Invest in a manner that would cause it to fail to be a
"diversified company" under the 1940 Act and the rules,
regulations and orders thereunder.

2. Invest more than 25% of its total assets in securities, the
issuers of which conduct their principal business activities
in the same industry.  For purposes of this limitation,
securities of the U.S. government (including its agencies
and instrumentalities) and securities of state or municipal
governments and their political subdivisions are not
considered to be issued by members of any industry.

3. Borrow money, except that (a) the fund may borrow from banks
for temporary or emergency (not leveraging) purposes,
including the meeting of redemption requests which might
otherwise require the untimely disposition of securities,
and (b) the fund may, to the extent consistent with its
investment policies, enter into reverse repurchase
agreements, forward roll transactions and similar investment
strategies and techniques.  To the extent that it engages in
transactions described in (a) and (b), the fund will be
limited so that no more than 331/3% of the value of its
total assets (including the amount borrowed), valued at the
lesser of cost or market, less liabilities (not including
the amount borrowed), is derived from such transactions.

4. Make loans.  This restriction does not apply to: (a) the
purchase of debt obligations in which the fund may invest
consistent with its investment objectives and policies; (b)
repurchase agreements; and (c) loans of its portfolio
securities, to the fullest extent permitted under the 1940
Act.

5. Purchase or sell real estate, real estate mortgages,
commodities or commodity contracts, but this restriction
shall not prevent the fund from (a) investing in securities
of issuers engaged in the real estate business or the
business of investing in real estate (including interests in
limited partnerships owning or otherwise engaging in the
real estate business or the business of investing in real
estate) and securities which are secured by real estate or
interests therein; (b) holding or selling real estate
received in connection with securities it holds or held; (c)
trading in futures contracts and options on futures
contracts (including options on currencies to the extent
consistent with the fund's investment objective and
policies); or (d) investing in real estate investment trust
securities.

6. Engage in the business of underwriting securities issued by
other persons, except to the extent that the fund may
technically be deemed to be an underwriter under the
Securities Act of 1933, as amended, in disposing of
portfolio securities.

7. Purchasing securities on margin. For purposes of this
restriction, the deposit or payment of initial or variation
margin in connection with futures contracts or related
options will not be deemed to be a purchase of securities on
margin by any fund permitted to engage in transactions in
futures contracts or related options.

8. Making short sales of securities or maintaining a short
position.

9. Pledging, hypothecating, mortgaging or otherwise encumbering
more than 10% of the value of the fund's total assets. For
purposes of this restriction, (a) the deposit of assets in
escrow in connection with the writing of covered call
options and (b) collateral arrangements with respect to (i)
the purchase and sale of options on stock indices and (ii)
initial or variation margin for futures contracts, will not
be deemed to be pledges of a fund's assets.

10. Investing in oil, gas or other mineral exploration or
development programs, except that the fund may invest in the
securities of companies that invest in or sponsor those
programs.

11. Writing or selling puts, calls, straddles, spreads or
combinations thereof, except that Social Awareness Fund may
write covered call options.

12. Purchasing illiquid securities (such as repurchase
agreements with maturities in excess of seven days) or other
securities that are not readily marketable if more than 15%
of the total assets of the fund would be invested in such
securities.

13. Making investments for the purpose of exercising control or
management.

14. Purchasing or retaining securities of any company if, to the
knowledge of the trust, any of a fund's officers or trustees
of the trust or any officer or director of the fund's
adviser individually owns more than 1/2 of 1% of the
outstanding securities of such company and together they own
beneficially more than 5% of such securities.

The trust may make commitments more restrictive than the
restrictions listed above with respect to a fund so as to permit
the sale of shares of the fund in certain states. Should the trust
determine that any such commitment is no longer in the best
interests of a fund and its shareholders, the trust will revoke
the commitment by terminating the sale of shares of the fund in
the relevant state. The percentage limitations contained in the
restrictions listed above apply at the time of purchases of
securities.

Portfolio Turnover

The fund does not intend to seek profits through short-term
trading. Nevertheless, the fund will not consider turnover rate a
limiting factor in making investment decisions.

Under certain market conditions, a fund may experience increased
portfolio turnover as a result of its options activities. For
instance, the exercise of a substantial number of options written
by a fund (because of appreciation of the underlying security in
the case of call options or depreciation of the underlying
security in the case of put options) could result in a turnover
rate in excess of 100%. In addition, Social Awareness Fund may
experience increased portfolio turnover as a result of the asset
allocation strategy it employs. The portfolio turnover rate of a
fund is calculated by dividing the lesser of purchases or sales of
portfolio securities for the year by the monthly average value of
portfolio securities. Securities with remaining maturities of one
year or less on the date of acquisition are excluded from the
calculation.

For the fiscal years ended January 31, 1999, 2000 and 2001, the
portfolio turnover rates of the fund were as follows 36%, 43% and
36%, respectively:

Portfolio Transactions

Most of the purchases and sales of securities for a fund, whether
transacted on a securities exchange or in the over-the-counter
market, will be effected in the primary trading market for the
securities. The primary trading market for a given security
generally is located in the country in which the issuer has its
principal office. Decisions to buy and sell securities for a fund
are made by SBFM, which also is responsible for placing these
transactions, subject to the overall review of the trust's
trustees.

Although investment decisions for the fund are made independently
from those of the other accounts managed by SBFM, investments of
the type the fund may make also may be made by those other
accounts. When a fund and one or more other accounts managed by
SBFM are prepared to invest in, or desire to dispose of, the same
security, available investments or opportunities for sales will be
allocated in a manner believed by SBFM to be equitable to each. In
some cases, this procedure may adversely affect the price paid or
received by a fund or the size of the position obtained or
disposed of by the fund.

Transactions on domestic stock exchanges and some foreign stock
exchanges involve the payment of negotiated brokerage commissions.
On exchanges on which commissions are negotiated, the cost of
transactions may vary among different brokers. On most foreign
exchanges, commissions are generally fixed. There is generally no
stated commission in the case of securities traded in domestic or
foreign over-the-counter markets, but the prices of those
securities include undisclosed commissions or mark-ups. The cost
of securities purchased from underwriters includes an underwriting
commission or concession, and the prices at which securities are
purchased from and sold to dealers include a dealer's mark-up or
mark-down. U.S. government securities are generally purchased from
underwriters or dealers, although certain newly issued U.S.
government securities may be purchased directly from the United
States Treasury or from the issuing agency or instrumentality,
respectively.

The following table sets forth certain information regarding the
payment of brokerage commissions by the Social Awareness Fund:




Fiscal Year
Ended January 31

Fund
Total Brokerage
Commissions

1999
2000
2001
	$169,611
	245,995
	289,241




Commissions paid to
Salomon Smith Barney
1999
2000
2001
	$      0
	3,000
	8,800



% of Total Brokerage
Commissions paid to
Salomon Smith Barney


2000
2001

	1.22%
	3.04%



% of Total Transactions
involving Commissions
paid to Salomon Smith
Barney

2000
2001

	0.89%
	3.30%

The total brokerage commissions paid by the fund for each fiscal
year vary primarily because of increases or decreases in the
fund's volume of securities transactions on which brokerage
commissions are charged.

In selecting brokers or dealers to execute portfolio transactions
on behalf of the fund, SBFM seeks the best overall terms
available. In assessing the best overall terms available for any
transaction, SBFM will consider the factors SBFM deems relevant,
including the breadth of the market in the security, the price of
the security, the financial condition and the execution capability
of the broker or dealer and the reasonableness of the commission,
if any, for the specific transaction and on a continuing basis. In
addition, the advisory agreement between the trust and SBFM
relating to the fund authorizes SBFM, in selecting brokers or
dealers to execute a particular transaction and in evaluating the
best overall terms available, to consider the brokerage and
research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) provided to the fund, the
other funds and/or other accounts over which SBFM or its
affiliates exercise investment discretion. For the fiscal year
ended January 31, 2001, the Social Awareness Fund directed
brokerage transactions totaling $46,651,551 to brokers because of
research services provided. The amount of brokerage commissions
paid on such transactions for the Social Awareness Fund total
$68,806. The fees under the advisory agreement relating to the
fund between the trust and SBFM are not reduced by reason of their
receiving such brokerage and research services. The trust's board
of trustees periodically will review the commissions paid by the
fund to determine if the commissions paid over representative
periods of time were reasonable in relation to the benefits
inuring to the fund.

To the extent consistent with applicable provisions of the 1940
Act and the rules and exemptions adopted by the SEC thereunder,
the board of trustees has determined that transactions (including
commodities transactions) for the fund may be executed through
Salomon Smith Barney and other affiliated broker-dealers if, in
the judgment of SBFM, the use of such broker-dealer is likely to
result in price and execution at least as favorable as those of
other qualified broker-dealers, and if, in the transaction, such
broker-dealer charges the fund a rate consistent with that charged
to comparable unaffiliated customers in similar transactions.
Salomon Smith Barney may directly execute such transactions for
the fund on the floor of any national securities exchange,
provided (a) the board of trustees has expressly authorized
Salomon Smith Barney to effect such transactions, and (b) Salomon
Smith Barney annually advises the trust of the aggregate
compensation it earned on such transactions. Over-the-counter
purchases and sales are transacted directly with principal market
makers except when better prices and executions may be obtained
elsewhere. The fund may, from time to time, in accordance with an
exemptive order granted by the SEC, enter into principal
transactions involving certain money market instruments with
Salomon Smith Barney and certain Salomon Smith Barney affiliated
dealers.

The fund will not purchase any security, including U.S. government
securities, during the existence of any underwriting or selling
group relating thereto of which Salomon Smith Barney is a member,
except to the extent permitted by the SEC.


PURCHASE, EXCHANGE AND REDEMPTION OF SHARES

Purchase of Shares

General. Investors may purchase shares from a Service Agent.  In
addition, certain investors, including qualified retirement plans
purchasing through certain Service Agents, may purchase shares
directly from the fund.  When purchasing shares of the fund,
investors must specify whether the purchase is for Class A, Class
B, Class L or Class Y shares.  Service Agents may charge their
customers an annual account maintenance fee in connection with a
brokerage account through which an investor purchases or holds
shares.  Accounts held directly at PFPC Global Fund Services or
PFS Shareholder Services (each, a "Sub-Transfer Agent", or
collectively, the "Sub-Transfer Agents") are not subject to a
maintenance fee.

Social Awareness Fund offers four Classes of shares: Classes A, B,
L, and Y. Class A and Class L shares are sold to investors with an
initial sales charge.  Class B shares are sold without an initial
sales charge but are subject to a deferred sales charge payable
upon certain redemptions. Class L shares are also subject to a
deferred sales charge payable upon certain redemptions.  Class Y
shares are sold without an initial sales charge or a deferred
sales charge and are available only to investors investing a
minimum of $15,000,000. See the prospectus for a discussion of
factors to consider in selecting which Class of shares to
purchase.

Investors in Class A, Class B and Class L shares may open an
account by making an initial investment in the fund of at least
$1,000 for each account, or $250 for an IRA or a Self-Employed
Retirement Plan. Investors in Class Y shares may open an account
by making an initial investment of $15,000,000.  Subsequent
investments of at least $50 may be made for all classes. For
participants in retirement plans qualified under Section 403(b)(7)
or Section 401(a) of the Code, the minimum initial and subsequent
investment requirement for Class A, Class B and Class L shares and
the subsequent investment requirement for all Classes in the fund
is $25.  For shareholders purchasing shares of the fund through
the Systematic Investment Plan on a monthly basis, the minimum
initial investment requirement for Class A, Class B and Class L
shares and the subsequent investment requirement for all Classes
is $25.  For shareholders purchasing shares of the fund through
the Systematic Investment Plan on a quarterly basis, the minimum
initial investment requirement for Class A, Class B and Class L
shares and the subsequent investment requirement for all Classes
is $50.  There are no minimum investment requirements in Class A
shares for employees of Citigroup and its subsidiaries, including
Salomon Smith Barney, unit holders who invest distributing from a
Unit Investment Trust ("UIT") sponsored by Salomon Smith Barney,
directors or trustees of any of the Smith Barney Mutual Funds, and
their spouses and children. The fund reserves the right to waive
or change minimums, to decline any order to purchase their shares
and to suspend the offering of shares from time to time. Shares
purchased will be held in the shareholder's account by the
transfer agent. Share certificates are issued only upon a
shareholder's written request to the transfer agent.

Salomon Smith Barney Accounts.  Purchases of shares of the fund
must be made through a brokerage account maintained with Salomon
Smith Barney or a Service Agent. In addition, certain investors,
including qualified retirement plans and certain other
institutional investors, may purchase shares directly from the
fund through the transfer agent. When purchasing shares of a fund,
investors must specify whether the purchase is for Class A, Class
B, Class L, or Class Y shares. Salomon Smith Barney and other
Service Agents may charge their customers an annual account
maintenance fee in connection with a brokerage account through
which an investor purchases or holds shares. Accounts held
directly at the transfer agent are not subject to a maintenance
fee.

Purchase orders received by the fund or Salomon Smith Barney prior
to the close of regular trading on the NYSE, on any day the fund
calculates its net asset value, are priced according to the net
asset value determined on that day (the "trade date").  Orders
received by dealers or introducing brokers prior to the close of
regular trading on the NYSE on any day the fund calculate its net
asset value, are priced according to the net asset value
determined on that day, provided the order is received by the
fund's agent prior to the agent's close of business. For shares
purchased through Salomon Smith Barney and Service Agents
purchasing through Salomon Smith Barney, payment for shares of the
fund is due on the third business day after the trade date. In all
other cases, payment must be made with the purchase order.

PFS ACCOUNTS

The fund offers two Classes of shares to investors purchasing
through PFS Accounts.  Class A shares are sold to investors with
an initial sales charge and Class B shares are sold without an
initial sales charge but are subject to a deferred sales charge
payable upon certain redemptions.

Initial purchases of shares of the fund must be made through a PFS
Investments Registered Representative by completing the
appropriate application. The completed application should be
forwarded to the Sub-Transfer Agent, P.O. Box 105033, Atlanta,
Georgia 30348-5033. Checks drawn on foreign banks must be payable
in U.S. dollars and have the routing number of the U.S. bank
encoded on the check. Subsequent investments may be sent directly
to the Sub-Transfer Agent.  In processing applications and
investments, the Transfer Agent acts as agent for the investor and
for PFS Investments and also as agent for the Distributor, in
accordance with the terms of the Prospectus.  If the Transfer
Agent ceases to act as such, a successor company named by the
Trust will act in the same capacity so long as the account remains
open.

Shares purchased will be held in the shareholder's account by the
Sub-Transfer Agent. Share certificates are issued only upon a
shareholder's written request to the Sub-Transfer Agent. A
shareholder who has insufficient funds to complete any purchase,
will be charged a fee of $30 per returned purchase by PFS or the
Sub-Transfer Agent.

Initial purchases of fund shares may be made by wire.  The minimum
investment that can be made by wire is $10,000. Before sending the
wire, the PFS Investments Inc. Registered Representative must
contact the Sub-Transfer Agent at (800) 665-8677 to obtain proper
wire instructions.  Once an account is open, a shareholder may
make additional investments by wire.  The shareholder should
contact the Sub-Transfer Agent at (800) 544-5445 to obtain proper
wire instructions.

Shareholders who establish telephone transaction authority on
their account and supply bank account information may make
additions to their accounts at any time.  Shareholders should
contact the Sub-Transfer Agent at (800) 544-5445 between 8:00 a.m.
and 8:00 p.m. eastern time any day that the NYSE is open.  If a
shareholder does not wish to allow telephone subsequent
investments by any person in his account, he should decline the
telephone transaction option on the account application.  The
minimum telephone subsequent investment is $250 and can be up to a
maximum of $10,000.  By requesting a subsequent purchase by
telephone, you authorize the Sub-Transfer Agent to transfer funds
from the bank account provided for the amount of the purchase.  A
shareholder who has insufficient funds to complete the transfer
will be charged a fee of up to $30 by PFS or the Sub-Transfer
Agent.  A shareholder who places a stop payment on a transfer or
the transfer is returned because the account has been closed, will
also be charged a fee of up to $30 by PFS or the Sub-Transfer
Agent.  Subsequent investments by telephone may not be available
if the shareholder cannot reach the Sub-Transfer Agent whether
because all telephone lines are busy or for any other reason; in
such case, a shareholder would have to use the fund's regular
subsequent investment procedure described above.

Additional information regarding the sub-transfer agent's services
may be obtained by contacting the Client Services Department at
(800) 544-5445.

Other Accounts. The fund offers two Classes of shares to investors
purchasing through Other Accounts:  Class A shares and Class B
shares.

Each Service Agent has agreed to transmit to its customers who are
shareholders of the fund appropriate prior written disclosure of
any fees that it may charge them directly.  Each Service Agent is
responsible for transmitting promptly orders of its customers.
Your Service agent is the shareholder of record for the shares of
the fund you own.

Additional General Information

Systematic Investment Plan.  Shareholders may make additions to
their accounts at any time by purchasing shares through a service
known as the Systematic Investment Plan.  Under the Systematic
Investment Plan, Salomon Smith Barney or your agent is authorized
through preauthorized transfers of at least $25 on a monthly basis
or at least $50 on a quarterly basis to charge the regular bank
account or other financial institution indicated by the
shareholder, to provide systematic additions to the shareholder's
fund account.  A shareholder who has insufficient funds to
complete the transfer will be charged a fee of up to $25 by
Salomon Smith Barney, PFS Investments or Citicorp Investment
Services.  The Systematic Investment Plan also authorizes Salomon
Smith Barney to apply cash held in the shareholder's Salomon Smith
Barney brokerage account or redeem the shareholder's shares of a
Smith Barney money market fund to make additions to the account.
Additional information is available from the fund or a Service
Agent.

Initial Sales Charge Alternative - Class A Shares.  The sales
charges applicable to purchases of Class A shares of the fund are
as follows:

Amount of
Investment
Sales Charge
as % of
Offering
Price
Sales Charge as
% of Amount
Invested
Broker/Dealer
Commission as %
of Offering Price
Less than $25,000
5.00%
5.26%
4.50%
	$ 25,000 -
49,999
4.25
4.44
3.83
	50,000 - 99,999
3.75
3.90
3.38
	100,000 -
249,999
3.25
3.36
2.93
	250,000 -
499,999
2.75
2.83
2.48
	500,000 -
999,999
2.00
2.04
1.80
	$1,000,000 or
more
-0-
-0-
Up to 1.00*
	* A distributor pays up to 1.00% to a Service Agent.

Purchases of Class A shares of $1,000,000 or more will be made at
net asset value without any initial sales charge, but will be
subject to a deferred sales charge of 1.00% on redemptions made
within 12 months of purchase. The deferred sales charge on Class A
shares is payable to Salomon Smith Barney, which compensates
Salomon Smith Barney Financial Consultants and other dealers whose
clients make purchases of $1,000,000 or more. The deferred sales
charge is waived in the same circumstances in which the deferred
sales charge applicable to Class B and Class L shares is waived.
See "Deferred Sales Charge Alternatives" and "Waivers of deferred
sales charge.

Members of the selling group may receive up to 90% of the sales
charge and may be deemed to be underwriters of a fund as defined
in the 1933 Act.

The reduced sales charges shown above apply to the aggregate of
purchases of Class A shares of a fund made at one time by any
person, which includes an individual and his or her immediate
family, or a trustee or other fiduciary of a single trust estate
or single fiduciary account.

Initial Sales Charge Alternative - Class L Shares.  For purchases
of Class L shares, there is a sales charge of 1% of the offering
price (1.01% of the net amount invested) and are subject to a
deferred sales charge payable upon certain redemptions.  See
"Deferred Sales Charge Alternatives" below.  Until June 22, 2002
purchases of Class L shares by investors who were holders of Class
C shares of the fund and/or other Smith Barney funds on June 12,
1998 will not be subject to the 1% initial sales charge.

Initial Sales Charge Waivers for Class A Shares.  Purchases of
Class A shares may be made at net asset value without a sales
charge in the following circumstances: (a) sales to (i) board
members and employees of Citigroup and its subsidiaries and any
Citigroup affiliated funds including the Smith Barney Mutual Funds
(including retired board members and employees); the immediate
families of such persons (including the surviving spouse of a
deceased board member or employee); and to a pension, profit-
sharing or other benefit plan for such persons and (ii) employees
of members of the National Association of Securities Dealers,
Inc., provided such sales are made upon the assurance of the
purchaser that the purchase is made for investment purposes and
that the securities will not be resold except through redemption
or repurchase; (b) offers of Class A shares to any other
investment company to effect the combination of such company with
the fund by merger, acquisition of assets or otherwise; (c)
purchases of Class A shares by any client of a newly employed
Service Agent (for a period up to 90 days from the commencement of
the Service Agent's employment with Salomon Smith Barney), on the
condition the purchase of Class A shares is made with the proceeds
of the redemption of shares of a mutual fund which (i) was
sponsored by the Service Agent's prior employer, (ii) was sold to
the client by the Service Agent, and (iii) was subject to a sales
charge; (d) purchases by shareholders who have redeemed Class A
shares in the fund (or Class A shares of another fund of the Smith
Barney Mutual Funds that are offered with a sales charge) and who
wish to reinvest their redemption proceeds in the same fund,
provided the reinvestment is made within 60 calendar days of the
redemption; (e) purchases by accounts managed by registered
investment advisory subsidiaries of Citigroup; (f) direct
rollovers by plan participants of distributions from a 401(k) plan
offered to employees of Citigroup or its subsidiaries or a 401(k)
plan enrolled in the Salomon Smith Barney 401(k) Program (Note:
subsequent investments will be subject to the applicable sales
charge); (g) purchases by separate accounts used to fund certain
unregistered variable annuity contracts; (h) investments of
distributions from or proceeds from a sale of a UIT sponsored by
Salomon Smith Barney; (i) purchases by investors participating in
a Salomon Smith Barney fee-based arrangement; and (j) purchases of
Class A shares by Section 403(b) or Section 401(a) or (k) accounts
associated with Copeland Retirement Programs. In order to obtain
such discounts, the purchaser must provide sufficient information
at the time of purchase to permit verification that the purchase
would qualify for the elimination of the sales charge.

Right of Accumulation.  Class A shares of the fund may be
purchased by "any person"' (as defined above) at a reduced sales
charge or at net asset value determined by aggregating the dollar
amount of the new purchase and the total net asset value of all
Class A shares of the fund and of funds sponsored by Salomon Smith
Barney, which are offered with a sales charge, listed under
"Exchange Privilege" then held by such person and applying the
sales charge applicable to such aggregate.  In order to obtain
such discount, the purchaser must provide sufficient information
at the time of purchase to permit verification that the purchase
qualifies for the reduced sales charge.  The right of accumulation
is subject to modification or discontinuance at any time with
respect to all shares purchased thereafter.

Letter of Intent.  A Letter of Intent for amounts of $25,000 or
more provides an opportunity for an investor to obtain a reduced
sales charge by aggregating investments over a 13 month period,
provided that the investor refers to such Letter when placing
orders.  For purposes of a Letter of Intent, the Amount of
Investment as referred to in the preceding sales charge table
includes purchases of all Class A shares of the fund and other
funds of the Smith Barney Mutual Funds offered with a sales charge
over the 13 month period based on the total amount of intended
purchases plus the value of all Class A shares previously
purchased and still owned. An alternative is to compute the 13
month period starting up to 90 days before the date of execution
of a Letter of Intent.  Each investment made during the period
receives the reduced sales charge applicable to the total amount
of the investment goal.  If the goal is not achieved within the
period, the investor must pay the difference between the sales
charges applicable to the purchases made and the charges
previously paid, or an appropriate number of escrowed shares will
be redeemed.  Please contact a Service Agent or the Transfer Agent
to obtain a Letter of Intent application.

A Letter of Intent may also be used as a way for investors to meet
the minimum investment requirement for Class Y shares.  The
investor must make an initial minimum purchase of $5,000,000 in
Class Y shares of the fund and agree to purchase a total of
$15,000,000 of Class Y shares of the same fund within 13 months
from the date of the Letter. If a total investment of $15,000,000
is not made within the 13-month period, all Class Y shares
purchased to date will be transferred to Class A shares, where
they will be subject to all fees (including a service fee of
0.25%) and expenses applicable to the fund's Class A shares, which
may include a deferred sales charge of 1.00%. Please contact a
Service Agent or the Transfer Agent for further information.

Deferred Sales Charge Alternatives.  Deferred sales charge shares
are sold at net asset value next determined without an initial
sales charge so that the full amount of an investor's purchase
payment may be immediately invested in the fund. A deferred sales
charge, however, may be imposed on certain redemptions of these
shares. "Deferred sales charge shares" are: (a) Class B shares;
(b) Class L shares; and (c) Class A shares that were purchased
without an initial sales charge but subject to a deferred sales
charge.

Any applicable deferred sales charge will be assessed on an amount
equal to the lesser of the original cost of the shares being
redeemed or their net asset value at the time of redemption.
deferred sales charge shares that are redeemed will not be subject
to a deferred sales charge to the extent that the value of such
shares represents: (a) capital appreciation of fund assets; (b)
reinvestment of dividends or capital gain distributions; (c) with
respect to Class B shares, shares redeemed more than five years
after their purchase; or (d) with respect to Class L shares and
Class A shares that are deferred sales charge shares, shares
redeemed more than 12 months after their purchase.

Class L shares and Class A shares that are deferred sales charge
shares are subject to a 1.00% deferred sales charge if redeemed
within 12 months of purchase. In circumstances in which the
deferred sales charge is imposed on Class B shares, the amount of
the charge will depend on the number of years since the
shareholder made the purchase payment from which the amount is
being redeemed.  Solely for purposes of determining the number of
years since a purchase payment, all purchase payments made during
a month will be aggregated and deemed to have been made on the
last day of the preceding Salomon Smith Barney statement month.
The following table sets forth the rates of the charge for
redemptions of Class B shares by shareholders, except in the case
of Class B shares held under the Salomon Smith Barney 401(k)
Program, as described below. See "Purchase of Shares-Salomon Smith
Barney Retirement Programs."

	Year Since Purchase
	Payment Was Made

Deferred Sales
Charge
	First
5.00%
	Second
4.00
	Third
3.00
	Fourth
2.00
	Fifth
1.00
	Sixth and thereafter
0.00

Class B shares will convert automatically to Class A shares eight
years after the date on which they were purchased and thereafter
will no longer be subject to any distribution fees. There will
also be converted at that time such proportion of Class B dividend
shares owned by the shareholder as the total number of his or her
Class B shares converting at the time bears to the total number of
outstanding Class B shares (other than Class B dividend shares)
owned by the shareholder.

In determining the applicability of any deferred sales charge, it
will be assumed that a redemption is made first of shares
representing capital appreciation, next of shares representing the
reinvestment of dividends and capital gain distributions and
finally of other shares held by the shareholder for the longest
period of time. The length of time that deferred sales charge
shares acquired through an exchange have been held will be
calculated from the date that the shares exchanged were initially
acquired in one of the other Smith Barney Mutual Funds, and fund
shares being redeemed will be considered to represent, as
applicable, capital appreciation or dividend and capital gain
distribution reinvestments in such other funds. For federal income
tax purposes, the amount of the deferred sales charge will reduce
the gain or increase the loss, as the case may be, on the
redemption. The amount of any deferred sales charge will be paid
to Salomon Smith Barney.

To provide an example, assume an investor purchased 100 Class B
shares of a fund at $10 per share for a cost of $1,000.
Subsequently, the investor acquired 5 additional shares of the
fund through dividend reinvestment.  During the fifteenth month
after the purchase, the investor decided to redeem $500 of his or
her investment.  Assuming at the time of the redemption the net
asset value had appreciated to $12 per share, the value of the
investor's shares would be $1,260 (105 shares at $12 per share).
The deferred sales charge would not be applied to the amount which
represents appreciation ($200) and the value of the reinvested
dividend shares ($60).  Therefore, $240 of the $500 redemption
proceeds ($500 minus $260) would be charged at a rate of 4.00%
(the applicable rate for Class B shares) for a total deferred
sales charge of $9.60.

Waivers of Deferred Sales Charge.  The deferred sales charge will
be waived on: (a) exchanges (see "Exchange Privilege"); (b)
automatic cash withdrawals in amounts equal to or less than 1.00%
per month of the value of the shareholder's shares at the time the
withdrawal plan commences (see "Automatic Cash Withdrawal Plan")
(automatic cash withdrawals in amounts equal to or less than 2.00%
per month of the value of the shareholder's shares will be
permitted for withdrawal plans that were established prior to
November 7, 1994); (c) redemptions of shares within twelve months
following the death or disability of the shareholder; (d)
redemptions of shares made in connection with qualified
distributions from retirement plans or IRAs upon the attainment of
age 59 1/2; (e) involuntary redemptions; and (f) redemptions of
shares to effect the combination of the fund with any other
investment company by merger, acquisition of assets or otherwise.
In addition, a shareholder who has redeemed shares from other
funds of the Smith Barney Mutual Funds may, under certain
circumstances, reinvest all or part of the redemption proceeds
within 60 days and receive pro rata credit for any deferred sales
charge imposed on the prior redemption.

Deferred sales charge waivers will be granted subject to
confirmation (by Salomon Smith Barney in the case of shareholders
who are also Salomon Smith Barney clients or by the transfer agent
in the case of all other shareholders) of the shareholder's status
or holdings, as the case may be.

Salomon Smith Barney Retirement Programs. You may be eligible to
participate in a retirement program sponsored by Salomon Smith
Barney or one of its affiliates. The fund offers Class A and Class
L shares at net asset value to participating plans under the
programs. You can meet minimum investment and exchange amounts, if
any, by combining the plan's investments in any of the Smith
Barney Mutual Funds.

There are no sales charges when you buy or sell shares and the
class of shares you may purchase depends on the amount of your
initial investment and/or the date your account is opened. Once a
class of shares is chosen, all additional purchases must be of the
same class.

For plans opened on or after March 1, 2000 that are not plans for
which Paychex Inc. or an affiliate provides administrative
services (a "Paychex plan"), Class A shares may be purchased
regardless of the amount invested.

For plans opened prior to March 1, 2000 and for Paychex plans, the
class of shares you may purchase depends on the amount of your
initial investment:

Class A Shares. Class A shares may be purchased by plans investing
at least $1 million.

Class L Shares.  Class L shares may be purchased by plans
investing less than $1 million.  Class L shares are eligible to
exchange into Class A shares not later than 8 years after the plan
joined the program. They are eligible for exchange in the
following circumstances:

If the plan was opened on or after June 21, 1996 and a total of $1
million is invested in Smith Barney Funds Class L shares (other
than money market funds), all Class L shares are eligible for
exchange after the plan is in the program 5 years.

If the plan was opened before June 21, 1996 and a total of
$500,000 is invested in Smith Barney Funds Class L shares (other
than money market funds) on December 31 in any year, all Class L
shares are eligible for exchange on or about March 31 of the
following year.

For more information, call your Service Agent or the transfer
agent.

Retirement Programs Opened On or After June 21, 1996.   If, at the
end of the fifth year after the date the participating plan
enrolled in the Salomon Smith Barney Retirement Programs, a
participating plan's total Class L holdings in all non-money
market Smith Barney Mutual Funds equal at least $1,000,000, the
participating plan will be offered the opportunity to exchange all
of its Class L shares for Class A shares of the fund. (For
participating plans that were originally established through a
Salomon Smith Barney retail brokerage account, the five-year
period will be calculated from the date the retail brokerage
account was opened.) Such participating plans will be notified of
the pending exchange in writing within 30 days after the fifth
anniversary of the enrollment date and, unless the exchange offer
has been rejected in writing, the exchange will occur on or about
the 90th day after the fifth anniversary date. If the
participating plan does not qualify for the five-year exchange to
Class A shares, a review of the participating plan's holdings will
be performed each quarter until either the participating plan
qualifies or the end of the eighth year.

Retirement Programs Opened Prior to June 21, 1996.   In any year
after the date a participating plan enrolled in the Smith Barney
401(k) Program, if its total Class L holdings in all non-money
market Smith Barney Mutual Funds equal at least $500,000 as of the
calendar year-end, the participating plan will be offered the
opportunity to exchange all of its Class L shares for Class A
shares of the same fund. Such Plans will be notified in writing
within 30 days after the last business day of the calendar year
and, unless the exchange offer has been rejected in writing, the
exchange will occur on or about the last business day of the
following March.

Any participating plan in the Salomon Smith Barney Retirement
Programs, whether opened before or after June 21, 1996, that has
not previously qualified for an exchange into Class A shares will
be offered the opportunity to exchange all of its Class L shares
for Class A shares of the same fund regardless of asset size, at
the end of the eighth year after the date the participating plan
enrolled in the Salomon Smith Barney Retirement Programs.  Such
plans will be notified of the pending exchange in writing
approximately 60 days before the eighth anniversary of the
enrollment date and, unless the exchange has been rejected in
writing, the exchange will occur on or about the eighth
anniversary date. Once an exchange has occurred, a participating
plan will not be eligible to acquire additional Class L shares,
but instead may acquire Class A shares of the same fund. Any Class
L shares not converted will continue to be subject to the
distribution fee.

Participating plans wishing to acquire shares of the fund through
the Salomon Smith Barney Retirement Programs must purchase such
shares directly from the transfer agent. For further information
regarding these Programs, investors should contact a Service
Agent.

Retirement Programs Investing in Class B Shares:   Class B shares
of a fund are not available for purchase by participating plans
opened on or after June 21, 1996, but may continue to be purchased
by any participating plan in the Smith Barney 401(k) Program
opened prior to such date and originally investing in such Class.
Class B shares acquired are subject to a deferred sales charge of
3.00% of redemption proceeds if the participating plan terminates
within eight years of the date the participating plan first
enrolled in the Smith Barney 401(k) Program.

At the end of the eighth year after the date the participating
plan enrolled in the Smith Barney 401(k) Program, the
participating plan will be offered the opportunity to exchange all
of its Class B shares for Class A shares of the same fund. Such
participating plan will be notified of the pending exchange in
writing approximately 60 days before the eighth anniversary of the
enrollment date and, unless the exchange has been rejected in
writing, the exchange will occur on or about the eighth
anniversary date. Once the exchange has occurred, a participating
plan will not be eligible to acquire additional Class B shares,
but instead may acquire Class A shares of the same fund. If the
participating plan elects not to exchange all of its Class B
shares at that time, each Class B share held by the participating
plan will have the same conversion feature as Class B shares held
by other investors. See "Purchase of Shares-Deferred Sales Charge
Alternatives."

No deferred sales charge is imposed on redemptions of Class B
shares to the extent that the net asset value of the shares
redeemed does not exceed the current net asset value of the shares
purchased through reinvestment of dividends or capital gain
distributions, plus the current net asset value of Class B shares
purchased more than eight years prior to the redemption, plus
increases in the net asset value of the shareholder's Class B
shares above the purchase payments made during the preceding eight
years. Whether or not the deferred sales charge applies to the
redemption by a participating plan depends on the number of years
since the participating plan first became enrolled in the Smith
Barney 401(k) Program, unlike the applicability of the deferred
sales charge to redemptions by other shareholders, which depends
on the number of years since those shareholders made the purchase
payment from which the amount is being redeemed.

The deferred sales charge will be waived on redemptions of Class B
shares in connection with lump-sum or other distributions made by
a participating plan as a result of: (a) the retirement of an
employee in the participating plan; (b) the termination of
employment of an employee in the participating plan; (c) the death
or disability of an employee in the participating plan; (d) the
attainment of age 591/2 by an employee in the participating plan;
(e) hardship of an employee in the participating plan to the
extent permitted under Section 401(k) of the Code; or (f)
redemptions of shares in connection with a loan made by the
participating plan to an employee.

Exchange Privilege

As your needs change, you may wish to reposition your investments.
With Smith Barney Mutual Funds, you have the ability to exchange
your shares of most Smith Barney Mutual Funds for those of others
within the family.

Except as otherwise noted below, shares of each Class of the fund
may be exchanged for shares of the same Class of certain Smith
Barney Mutual Funds, to the extent shares are offered for sale in
the shareholder's state of residence.  Exchanges of Class A, Class
B and Class L shares are subject to minimum investment
requirements and all shares are subject to the other requirements
of the fund into which exchanges are made.

Class B Exchanges.   In the event a Class B shareholder wishes to
exchange all or a portion of his or her shares in any fund
imposing a higher deferred sales charge than that imposed by the
fund, the exchanged Class B shares will be subject to the higher
applicable deferred sales charge. Upon an exchange, the new Class
B shares will be deemed to have been purchased on the same date as
the Class B shares of the fund that have been exchanged.

Class L Exchanges.   Upon an exchange, the new Class L shares will
be deemed to have been purchased on the same date as the Class L
shares of the fund that have been exchanged.

Class A and Class Y Exchanges.   Class A and Class Y shareholders
of the fund who wish to exchange all or a portion of their shares
for shares of the respective Class in any of the funds identified
above may do so without imposition of any charge.

Additional Information Regarding the Exchange Privilege. The fund
is not designed to provide investors with a means of speculation
on short-term market movements.  A pattern of frequent exchanges
by investors can be disruptive to efficient portfolio management
and, consequently, can be detrimental to the fund and its
shareholders.  Accordingly, if the fund's management in its sole
discretion determines that an investor is engaged in excessive
trading, the fund, with or without prior notice, may temporarily
or permanently terminate the availability to that investor of fund
exchanges, or reject in whole or part any purchase or exchange
request with respect to such investor's account.  Such investors
also may be barred from purchases and exchanges involving other
funds in the Smith Barney Mutual Fund family.  Accounts under
common ownership or control will be considered as one account for
purposes of determining a pattern of excessive trading. The fund
may notify an investor of rejection of a purchase or exchange
order after the day the order is placed.  If an exchange request
is rejected, the fund will take no other action with respect to
the shares until it receives further instructions from the
investor.  The fund's policy on excessive trading applies to
investors who invest in the fund directly or through Service
Agents, but does not apply to any systematic investment  plans
described in the prospectus.

During times of drastic economic or market conditions, the fund
may suspend the Exchange Privilege temporarily without notice and
treat exchange requests based on their separate components -
redemption orders with a simultaneous request to purchase the
other fund's shares.  In such a case, the redemption request would
be processed at the fund's next determined net asset value but the
purchase order would be effective only at the net asset value next
determined after the fund being purchased formally accepts the
order, which may result in the purchase being delayed.

Special Provisions - PFS Accounts

For PFS Accounts, shares of each class of the fund may be
exchanged at the net asset value next determined for shares of the
same class in the following funds, to the extent shares are
offered for sale in the shareholder's state of residence.

	Smith Barney Aggressive Growth Fund Inc.
	Smith Barney Allocation Series Inc.
Balanced Portfolio
Conservative Portfolio
Global Portfolio
Growth Portfolio
High Growth Portfolio
Income Portfolio
	Smith Barney Appreciation Fund Inc.
	Smith Barney California Municipals Fund, Inc.
	Smith Barney Fundamental Value Fund Inc.
	Smith Barney Income Funds
Smith Barney Exchange Reserve Fund*
Smith Barney Diversified Strategic Income Fund
	Smith Barney Investment Funds Inc.
Government Securities Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Peachtree Growth Fund
Smith Barney Small Cap Growth Fund
	Smith Barney Investment Series
Emerging Growth Fund
Government Fund
Growth and Income Fund
Growth Fund
International Equity Fund
Mid Cap Fund
Municipal Bond Fund
	Smith Barney Investment Trust
Smith Barney Mid Cap Core Fund
	Smith Barney Managed Municipals Fund Inc.
	Smith Barney Money Funds, Inc.
Cash Portfolio**

 *	Available for exchange with Class B shares of a Fund.
**	Available for exchange with Class A shares of a Fund.

Shareholders who establish telephone transaction authorization on
their account may request an exchange by telephone.  If a
shareholder does not wish to allow telephone exchanges by any
person in his account, he should decline the telephone transaction
option on the account application. Redemption procedures discussed
below are also applicable for exchanging shares, and exchanges
will be made upon receipt of all supporting documents in proper
form.  Exchanges between funds involving exact registrations do
not require a signature guarantee.

Special Provisions - Other Accounts

For Other Accounts, Class A and Class B shares of the fund may be
exchanged for shares of the same class of CitiFunds Cash Reserves
and the following funds:

	Smith Barney Allocation Series Inc.
Balanced Portfolio
Conservative Portfolio
Growth Portfolio
High Growth Portfolio
Income Portfolio
	Smith Barney Investment Funds, Inc.
Smith Barney Peachtree Growth Fund
	Smith Barney Investment Series
Emerging Growth Fund
Government Fund
Growth and Income Fund
Growth Fund
International Equity Fund
Mid Cap Fund
Municipal Bond Fund

Redemption of Shares

The fund is required to redeem the shares of the fund tendered to
it, as described below, at a redemption price equal to their net
asset value per share next determined after receipt of a written
request in proper form at no charge other than any applicable
deferred sales charge. Redemption requests received after the
close of regular trading on the NYSE are priced at the net asset
value next determined.

If a shareholder holds shares in more than one class, any request
for redemption must specify the class being redeemed.  In the
event of a failure to specify which class, or if the investor owns
fewer shares of the class than specified, the redemption request
will be delayed until receipt of further instructions.  The
redemption proceeds will be remitted on or before the third
business day following receipt of proper tender, except on any
days on which the NYSE is closed or as permitted under the 1940
Act in extraordinary circumstances. Generally, if the redemption
proceeds are remitted to a Salomon Smith Barney brokerage account,
these funds will not be invested for the shareholder's benefit
without specific instruction and Salomon Smith Barney will benefit
from the use of temporarily uninvested funds. Redemption proceeds
for shares purchased by check, other than a certified or official
bank check, will be remitted upon clearance of the check, which
may take up to ten days or more.

Automatic Cash Withdrawal Plan.  The fund offers shareholders an
automatic cash withdrawal plan, under which shareholders who own
shares with a value of at least $10,000 may elect to receive cash
payments of at least $50 monthly or quarterly.  Retirement plan
accounts are eligible for automatic cash withdrawal plans only
where the shareholder is eligible to receive qualified
distributions and has an account value of at least $5,000.  The
withdrawal plan will be carried over on exchanges between funds or
classes of the fund.  Any applicable deferred sales charge will
not be waived on amounts withdrawn by a shareholder that exceed
1.00% per month of the value of the shareholder's shares subject
to the deferred sales charge at the time the withdrawal plan
commences.  (With respect to withdrawal plans in effect prior to
November 7, 1994, any applicable deferred sales charge will be
waived on amounts withdrawn that do not exceed 2.00% per month of
the value of the shareholder's shares subject to the deferred
sales charge.)

Redemptions in Kind.  In conformity with applicable rules of the
SEC, redemptions may be paid in portfolio securities, in cash or
any combination of both, as the board of trustees may deem
advisable; however, payments shall be made wholly in cash unless
the board of trustees believes that economic conditions exist that
would make such a practice detrimental to the best interests of a
fund and its remaining shareholders.  If a redemption is paid in
portfolio securities, such securities will be valued in accordance
with the procedures described in the prospectus and a shareholder
would incur brokerage expenses if these securities were then
converted to cash.

a. Salomon Smith Barney Accounts.

Shares held by Salomon Smith Barney as custodian must be redeemed
by submitting a written request to a Service Agent. Shares other
than those held by Salomon Smith Barney as custodian may be
redeemed through an investor's Service Agent or by submitting a
written request for redemption to:

Smith Barney Equity Funds
	   Smith Barney Social Awareness Fund
Class A, B, L, or Y (please specify)
c/o PFPC Global Fund Services
P.O. Box 9699
Providence, Rhode Island  02940-9699

A written redemption request must (a) state the class and number
or dollar amount of shares to be redeemed, (b) identify the
shareholder's account number and (c) be signed by each registered
owner exactly as the shares are registered. If the shares to be
redeemed were issued in certificate form, the certificates must be
endorsed for transfer (or be accompanied by an endorsed stock
power) and must be submitted to the transfer agent together with
the redemption request. Any signature appearing on a share
certificate, stock power or written redemption request in excess
of $50,000 must be guaranteed by an eligible guarantor
institution, such as a domestic bank, savings and loan
institution, domestic credit union, member bank of the Federal
Reserve System or member firm of a national securities exchange.
Written redemption requests of $50,000 or less do not require a
signature guarantee unless more than one such redemption request
is made in any 10-day period. Redemption proceeds will be mailed
to an investor's address of record. The transfer agent may require
additional supporting documents for redemptions made by
corporations, executors, administrators, trustees or guardians. A
redemption request will not be deemed properly received until the
transfer agent receives all required documents in proper form.

Telephone Redemption and Exchange Program.  Shareholders who do
not have a brokerage account may be eligible to redeem and
exchange shares by telephone. To determine if a shareholder is
entitled to participate in this program, he or she should contact
the transfer agent at 1-800-451-2010.  Once eligibility is
confirmed, the shareholder must complete and return a
Telephone/Wire Authorization Form, along with a signature
guarantee, that will be provided by the transfer agent upon
request.  (Alternatively, an investor may authorize telephone
redemptions on the new account application with the applicant's
signature guarantee when making his/her initial investment in the
fund.)

Redemptions.   Redemption requests of up to $50,000 of any class
or classes of shares of the fund may be made by eligible
shareholders by calling the transfer agent at 1-800-451-2010. Such
requests may be made between 9:00 a.m. and 4:00 p.m. (New York
City time) on any day the NYSE is open.  Redemptions of shares (i)
by retirement plans or (ii) for which certificates have been
issued are not permitted under this program.

A shareholder will have the option of having the redemption
proceeds mailed to his/her address of record or wired to a bank
account predesignated by the shareholder.  Generally, redemption
proceeds will be mailed or wired, as the case may be, on the next
business day following the redemption request.  In order to use
the wire procedures, the bank receiving the proceeds must be a
member of the Federal Reserve System or have a correspondent
relationship with a member bank.  The fund reserves the right to
charge shareholders a nominal fee for each wire redemption.  Such
charges, if any, will be assessed against the shareholder's
account from which shares were redeemed.  In order to change the
bank account designated to receive redemption proceeds, a
shareholder must complete a new Telephone/Wire Authorization Form
and, for the protection of the shareholder's assets, will be
required to provide a signature guarantee and certain other
documentation.

Exchanges.  Eligible shareholders may make exchanges by telephone
if the account registration of the shares of the fund being
acquired is identical to the registration of the shares of the
fund exchanged.  Such exchange requests may be made by calling the
transfer agent at 1-800-451-2010 between 9:00 a.m. and 5:00 p.m.
(New York City time) on any day on which the NYSE is open.

Additional Information regarding Telephone Redemption and Exchange
Program.   Neither the fund nor any of its agents will be liable
for following instructions communicated by telephone that are
reasonably believed to be genuine.  The fund and its agents will
employ procedures designed to verify the identity of the caller
and legitimacy of instructions (for example, a shareholder's name
and account number will be required and phone calls may be
recorded).  The fund reserves the right to suspend, modify or
discontinue the telephone redemption and exchange program or to
impose a charge for this service at any time following at least
seven (7) days prior notice to shareholders.

b.	PFS Accounts

Shareholders may redeem for cash some or all of their shares of
the fund at any time by sending a written request in proper form
directly to the Sub-Transfer Agent, PFS Shareholder Services, at
3100 Breckinridge Blvd, Bldg. 200, Duluth, Georgia 30099-0062. If
you should have any questions concerning how to redeem your
account after reviewing the information below, please contact the
Sub-Transfer Agent at (800) 544-5445, Spanish-speaking
representatives (800) 544-7278 or TDD Line for the Hearing
Impaired (800) 824-1721.

The request for redemption must be signed by all persons in whose
names the shares are registered. Signatures must conform exactly
to the account registration. If the proceeds of the redemption
exceed $50,000, or if the proceeds are not paid to the record
owner(s) at the record address, if the shareholder(s) has had an
address change in the past 45 days, or if the shareholder(s) is a
corporation, sole proprietor, partnership, trust or fiduciary,
signature(s) must be guaranteed by one of the following: a bank or
trust company; a broker-dealer; a credit union; a national
securities exchange, registered securities association or clearing
agency; a savings and loan association; or a federal savings bank.

Generally, a properly completed Redemption Form with any required
signature guarantee is all that is required for a redemption. In
some cases, however, other documents may be necessary. For
example, in the case of shareholders holding certificates, the
certificates for the shares being redeemed must accompany the
redemption request. Additional documentary evidence of authority
is also required by the Sub-Transfer Agent in the event redemption
is requested by a corporation, partnership, trust, fiduciary,
executor or administrator. Additionally, if a shareholder requests
a redemption from a Retirement Plan account (IRA, SEP or
403(b)(7)), such request must state whether or not federal income
tax is to be withheld from the proceeds of the redemption check.

A shareholder may utilize the Sub-Transfer Agent's Telephone
Redemption service to redeem his or her account as long as they
have authorized the telephone redemption option.  If a shareholder
does not wish to allow telephone redemptions by any person in his
account, he should decline the telephone transaction option on the
account application.  The telephone redemption option can be used
only if: (a) the redemption proceeds are to be mailed to the
address of record and there has been no change of address of
record within the preceding 45 days; (b) the shares to be redeemed
are not in certificate form; (c); the person requesting the
redemption can provide proper identification information; and (d)
the proceeds of the redemption do not exceed $50,000.  403(b)(7)
accounts and accounts not registered in the name of individual(s)
are not eligible for the telephone redemption option.  Telephone
redemption requests can be made by contacting the Sub-Transfer
Agent at (800) 544-5445 between 9:00 a.m. and 6:00 p.m. eastern
time any day that the NYSE is open.  Telephone redemption may not
be available if the shareholder cannot reach the Sub-Transfer
Agent whether because all telephone lines are busy or for any
other reason; in such case, a shareholder would have to use the
fund's regular redemption procedure described above.

A shareholder may utilize the Sub-Transfer Agent's FAX to redeem
the shareholder's account as long as a signature guarantee or
other documentary evidence is not required. Redemption requests
should be properly signed by all owners of the account and faxed
to the Sub-Transfer Agent at (800) 554-2374. Facsimile redemptions
may not be available if the shareholder cannot reach the Sub-
Transfer Agent by FAX, whether because all telephone lines are
busy or for any other reason; in such case, a shareholder would
have to use the fund's regular redemption procedure described
above. Facsimile redemptions received by the Sub-Transfer Agent
prior to 4:00 p.m. Eastern time on a regular business day will be
processed at the net asset value per share determined that day.

After following the redemption guidelines stated in the Prospectus
and SAI, a shareholder may elect to have the redemption proceeds
transferred via Wire or ACH directly to the shareholder's bank
account of record (defined as a currently established pre-
authorized draft on the shareholder's account included with the
application or with no changes within the previous 30 days) as
long as the bank account is registered in the same name(s) as the
account with the fund.  Redemption proceeds can be sent by check
to the address of record or by wire transfer to a bank account
designated on the application.  A shareholder will be charged a
$25 service fee for wire transfers and a nominal service fee for
transfers made directly to the shareholder's bank by the Automated
Clearing House (ACH).  If the proceeds are not to be transferred
to the bank account of record or mailed to the registered owner,
the request must be submitted in writing and a signature guarantee
will be required from all shareholders.  Redemption proceeds will
normally be sent to the designated bank account on the next
business day following the redemption, and should ordinarily be
credited to the shareholder's bank account by his/her bank within
48 to 72 hours for wire transfers and 72 to 96 hours for ACH
transfers.

c.	Other Accounts.

Each Service Agent has agreed to transmit to its customers who are
shareholders of the fund appropriate prior written disclosure of
any fees that it may charge them directly.  Each Service Agent is
responsible for transmitting promptly orders for its customers.

Shareholders may redeem or exchange fund shares by telephone, if
their account applications so permit, by calling the transfer
agent or, if they are customers of a Service Agent, their Service
Agent. During periods of drastic economic or market changes or
severe weather or other emergencies, shareholders may experience
difficulties implementing a telephone exchange or redemption. In
such an event, another method of instruction, such as a written
request sent via an overnight delivery service, should be
considered. The fund, the Transfer Agent and each Service Agent
will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. These procedures may
include recording of the telephone instructions and verification
of a caller's identity by asking for his or her name, address,
telephone, Social Security number, and account number. If these or
other reasonable procedures are not followed, the fund, the
Transfer Agent or the Service Agent may be liable for any losses
to a shareholder due to unauthorized or fraudulent instructions.
Otherwise, the shareholder will bear all risk of loss relating to
a redemption or exchange by telephone.


DISTRIBUTOR

Effective June 5, 2000, the fund has entered into an agreement with
Salomon Smith Barney located at 388 Greenwich Street, New York, New
York 10013 and PFS Distributors, Inc. ("PFS Distributors"),
located at 3120 Breckinridge Blvd., Duluth, Georgia 30099 to
distribute the fund's shares on a best efforts basis pursuant to
distribution agreements. Prior to June 5, 2000, CFBDS, Inc. served
as the fund's distributor.

When payment is made by the investor before settlement date,
unless otherwise noted by the investor, the fund will be held as a
free credit balance in the investor's brokerage account and
Salomon Smith Barney may benefit from the temporary use of the
fund. The investor may designate another use for the fund prior to
settlement date, such as an investment in a money market fund
(other than Smith Barney Exchange Reserve fund) of the Smith
Barney Mutual Funds. If the investor instructs the distributor to
invest the fund in a  Smith Barney money market fund, the amount
of the investment will be included as part of the average daily
net assets of both the fund and the Smith Barney money market
fund, and affiliates of Salomon Smith Barney that serve the fund
in an investment advisory or administrative capacity will benefit
from the fact they are receiving investment management fees from
both such investment companies for managing these assets computed
on the basis of their average daily net assets. The trust's board
of trustees has been advised of the benefits to Salomon Smith
Barney resulting from these settlement procedures and will take
such benefits into consideration when reviewing the Advisory,
Administration and Distribution Agreements for continuance.

For the calendar year ended December 31, 2000, Salomon Smith
Barney and/or PFS Distributors, incurred following distribution
expenses for the fund:




Adverti
sing

Printing
and
Mailing
of
Prospect
uses


Support
Service
s
Salomon
Smith
Barney
Financial
Consultan
ts


Interes
t
Expense



Total
$81,44
7
$11,88
9
$1,218,
908
$2,621,1
46
$53,345
$3,986,
735

Distribution Arrangements

To compensate Salomon Smith Barney or PFS Investments ("PFSI"), as
the case may be, for the services they provide and for the
expenses they bear under the Distribution Agreements, the trust
has adopted a services and distribution plan (the "Plan") pursuant
to Rule 12b-1 under the 1940 Act. Under the Plan, the trust pays
Salomon Smith Barney and, with respect to Class A and Class B
shares of the Social Awareness Fund, PFSI a service fee, accrued
daily and paid monthly, calculated at the annual rate of 0.25% of
the value of the fund's average daily net assets attributable to
the fund's Class A, Class Band Class L shares. In addition, the
trust pays Salomon Smith Barney and with respect to Class B shares
of Social Awareness Fund, PFSI, a distribution fee with respect to
the fund's Class B and Class L shares primarily intended to
compensate Salomon Smith Barney and PFSI for its initial expense
of paying its Service Agents a commission upon sales of those
shares. In addition, these expenses include: advertising expenses;
the cost of printing and mailing prospectuses to potential
investors; interest and/or carrying charges; and indirect and
overhead costs associated with the sale of fund shares, including
lease, utility, communications and sales promotion expenses.  The
Class B and Class L distribution fees are calculated at the annual
rate of 0.75% for the Social Awareness Fund of the value of a
fund's average daily net assets attributable to the shares of that
class.

With respect to Social Awareness Fund, the fees are paid to PFS
Distributors, which in turn, pays PFSI to pay its PFS Investments
Registered Representatives for servicing shareholder accounts and,
in the case of Class B shares, to cover expenses primarily
intended to result in the sale of those shares.  These expenses
include: advertising expenses; the cost of printing and mailing
prospectuses to potential investors; payments to and expenses of
PFS Investments Registered Representatives and other persons who
provide support services in connection with the distribution of
shares; interest and/or carrying charges; and indirect and
overhead costs of PFS Investments associated with the sale of fund
shares, including lease, utility, communications and sales
promotion expenses.

PFS Investments may be deemed to be an underwriter for purposes of
the Securities Act of 1933. From time to time, PFS or its
affiliates may also pay for certain non-cash sales incentives
provided to PFS Investments Registered Representatives.  Such
incentives do not have any effect on the net amount invested.  In
addition to the reallowances from the applicable public offering
price described above, PFS may from time to time, pay or allow
additional reallowances or promotional incentives, in the form of
cash or other compensation to PFS Investments Registered
Representatives who sell shares of the fund.

Redemption proceeds can be sent by check to the address of record
or by wire transfer to a bank account designated on the
application.  A shareholder will be charged $25 service fee for
wire transfers and a nominal service fee for transfers made
directly to the shareholder's bank by the Automated Clearing House
(ACH).

Commissions on Class A Shares.

For the period February 1, 1998 through October 7, 1998 and for
the period October 8, 1998 through January 31, 1999 and for fiscal
years ended January 31, 2000 and 2001, the aggregate dollar
amounts of commissions on Class A shares, are as follows:

Class A
2/1/98
through
10/07/98*
10/8/98
through
1/31/99**
Fiscal Year
Ended
1/31/00***
Fiscal Year
Ended
1/31/01+
	$174,000
	$89,000
	$374,000
	$230,000
    *The entire amount was paid to Salomon Smith Barney.
  **The following amounts were paid to Salomon Smith Barney:
$80,100.
***The following amounts were paid to Salomon Smith Barney:
$336,600.
+	A portion of this amount was paid to Salomon Smith Barney.

Commissions of Class L shares.  For the period from June 15, 1998
through October 7, 1998 and for the period from October 8, 1998
through January 31, 1999 and for fiscal years ended January 31,
2000 and 2001, the aggregate dollar amounts of commission on Class
L share are as follows:

Class L(1)
6/15/98
through
10/07/98*
10/8/98
through
1/31/99**
Fiscal Year
Ended
1/31/00***
Fiscal Year
Ended
1/31/01+
	$22,000
	$28,000
	$120,000
	$68,000

(1) Class C shares were renamed Class L shares on June 12, 1998.
*The entire amount was paid to Salomon Smith Barney.
  **The following amounts were paid to Salomon Smith Barney:
$25,200.
***The following amounts were paid to Salomon Smith Barney:
$108,000.
+	A portion of this amount was paid to Salomon Smith Barney.


Deferred Sales Charge (paid to Salomon Smith Barney)

Class A
Fiscal Year
Ended 1/31/99
Fiscal Year
Ended
1/31/00
Fiscal Year
Ended
1/31/01
	$0
	$0
	$2,000


Class B
Fiscal Year
Ended 1/31/99
Fiscal Year
Ended
1/31/00
Fiscal Year
Ended
1/31/01
	$115,000
	$152,000
	$199,000


Class L
Fiscal Year
Ended 1/31/99
Fiscal Year
Ended
1/31/00
Fiscal Year
Ended
1/31/01
	$4,000
	$8,000
	$7,000

Distribution and Service Fees

Class A
Fiscal Year
Ended
1/31/99
Fiscal Year
Ended
1/31/00
Fiscal Year
Ended
1/31/01
	$601,399
	$784,855
	$874,859

Class B
Fiscal Year
Ended
1/31/99
Fiscal Year
Ended
1/31/00
Fiscal Year
Ended
1/31/01
	$1,723,843
	$2,205,443
	$2,022,238

Class L
Fiscal Year
Ended
1/31/99
Fiscal Year
Ended
1/31/99
Fiscal Year
Ended
1/31/01
	$93,546
	$228,430
	$290,531

Under its terms, the Plan continues from year to year, provided
such continuance is approved annually by vote of the trust's board
of trustees, including a majority of the independent trustees who
have no direct or indirect financial interest in the operation of
the Plan or in the Distribution Agreements. The Plan may not be
amended to increase the amount of the service and distribution
fees without shareholder approval, and all material amendments to
the Plan also must be approved by the trustees and such
independent trustees in the manner described above. The Plan may
be terminated with respect to a class at any time, without
penalty, by vote of a majority of such independent trustees or by
a vote of a majority of the outstanding voting securities of the
class (as defined in the 1940 Act). Pursuant to the Plan, Salomon
Smith Barney and PFS will provide the trust's board of trustees
with periodic reports of amounts expended under the Plan and the
purpose for which such expenditures were made.


VALUATION OF SHARES

Each class' net asset value per share is calculated on each day,
Monday through Friday, except days on which the NYSE is closed.
The NYSE currently is scheduled to be closed on New Year's Day,
Martin Luther King Jr.'s Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas, and on the preceding Friday or subsequent Monday when
one of these holidays falls on a Saturday or Sunday, respectively.
Because of the differences in distribution fees and class-specific
expenses, the per share net asset value of each class may differ.
The following is a description of the procedures used by the trust
in valuing assets of the fund.

A security that is listed or traded on more than one exchange is
valued at the quotation on the exchange determined to be the
primary market for such security. All assets and liabilities
initially expressed in foreign currency values will be converted
into U.S. dollar values at the mean between the bid and offered
quotations of such currencies against U.S. dollars as last quoted
by any recognized dealer. If such quotations are not available,
the rate of exchange will be determined in good faith by the
trust's board of trustees. In carrying out the board's valuation
policies, SBFM, as administrator, may consult with an independent
pricing service (the "Pricing Service") retained by the trust.
Short-term investments that mature in 60 days or less are valued
at amortized cost whenever the trustees determine that amortized
cost is fair value.

Debt securities of domestic issuers (other than U.S. government
securities and short-term investments) are valued by SBFM, as
administrator, after consultation with the Pricing Service
approved by the trust's board of trustees. When, in the judgment
of the Pricing Service, quoted bid prices for investments are
readily available and are representative of the bid side of the
market, these investments are valued at the mean between the
quoted bid prices and asked prices. Investments for which, in the
judgment of the Pricing Service, there are no readily obtainable
market quotations are carried at fair value as determined by the
Pricing Service. The procedures of the Pricing Service are
reviewed periodically by the officers of the fund under the
general supervision and responsibility of the trust's board of
trustees.

An option written by a fund is generally valued at the last sale
price or, in the absence of the last sale price, the last offer
price.  An option purchased by a fund is generally valued at the
last sale price or, in the absence of the last sale price, the
last bid price.  The value of a futures contract equals the
unrealized gain or loss on the contract that is determined by
marking the contract to the current settlement price for a like
contract on the valuation date of the futures contract.  A
settlement price may not be used if the market makes a limit move
with respect to a particular futures contract or if the securities
underlying the futures contract experience significant price
fluctuations after the determination of the settlement price.  In
such event, the futures contract will be valued at a fair market
price as determined by or under the direction of the board of
trustees.


PERFORMANCE DATA

From time to time, the fund may include their total return,
average annual total return and current dividend return in
advertisements and/or other types of sales literature.  These
figures are computed separately for Class A, Class B, Class L and
Class Y shares of the fund.  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 gains distributions on the applicable reinvestment dates
and prices, then dividing the value of the investment at the end
of the period so calculated by the initial amount invested and
subtracting 100%.  The standard average annual total return, as
prescribed by the SEC, is derived from this total return, which
provides the ending redeemable value.  Such standard total return
information may also be accompanied by 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 calculates current dividend return for each
Class by annualizing the most recent monthly distribution and
dividing by the net asset value or the maximum public offering
price (including sales charge) on the last day of the period for
which current dividend return is presented.  The current dividend
return for each Class of a fund may vary from time to time
depending on market conditions, the composition of its investment
portfolio and operating expenses.  These factors and possible
differences in the methods used in calculating current dividend
return should be considered when comparing a Class' current return
to yields published for other investment companies and other
investment vehicles.

The fund may also include comparative performance information in
advertising or marketing their shares.  Such performance
information may include data from Lipper Analytical Services, Inc.
and other financial publications.  Such performance information
also may include the following industry and financial
publications: Barron's, Business Week, CDA Investment
Technologies, Inc., Changing Times, Forbes, Fortune, Institutional
Investor, Investors Business Daily, Money, Morningstar Mutual Fund
Values, The New York Times, USA Today and The Wall Street Journal.
To the extent any advertisement or sales literature of the fund
describes the expenses or performance of Class A, Class B, Class L
or Class Y, it will also disclose such information for the other
Classes.



Average Annual Total Return

"Average annual total return" figures are computed according to a
formula prescribed by the SEC. The formula can be expressed as
follows:

					P(1+T)n = ERV

Where:		P	=	a hypothetical initial payment of
$1,000.
		T	=	average annual total return.
		n	=	number of years.
		ERV	=	Ending Redeemable Value of a hypothetical
$1,000 payment made
				at the beginning of the 1-, 5- or 10-year
period at the
				end of the 1-, 5- or 10-year period (or
fractional portion thereof),
				assuming reinvestment of all dividends and
distributions.


The average annual total returns of the fund's Class A shares were
as follows for the periods indicated (The fund commenced selling
Class A shares on November 6, 1992):


One
Year
Period
Ended
Jan.
31,
2001*

Five
Year
Period
Ended
Jan.
31,
2001*


Incepti
on
through
Jan.
31,
2001*

One Year
Period
Ended
Jan. 31,
2001**

Five
Year
Period
Ended
Jan. 31,
2001**


Inception
Through
Jan. 31,
2001**

8.78%

14.95%

14.51%

3.33%

13.78%

13.80%






* Figures do not include the effect of the maximum sales charge.
** Figures include the maximum applicable deferred sales charge, if any.

The average annual total returns of the fund's Class B shares were
as follows for the periods indicated (The fund commenced selling
Class B shares on February 2, 1987):


One
Year
Period
Ended
Jan.
31,
2001*

Five
Year
Period
Ended
Jan.
31,
2001*

Ten
Year
Period
Ended
Jan.
31,
2001*

Period
from
Incepti
on
Through
Jan.
31,
2001*

One
Year
Period
Ended
Jan.
31,
2001**

Five
Year
Period
Ended
Jan.
31,
2001**

Ten
Year
Period
Ended
Jan.
31,
2001**

Period
from
Inceptio
n
Through
Jan. 31,
2001**

7.91%

14.08%

13.54%

11.90%

2.97%

13.96%

13.54%

11.90%








* Figures do not include the effect of the maximum sales charge.
** Figures include the maximum applicable deferred sales charge, if any.


The average annual total returns of the fund's Class L shares were
as follows for the periods indicated (The fund commenced selling
Class L shares on May 5, 1993):


One Year
Period
Ended
Jan. 31,
2001*

Five
Year
Period
Ended
Jan.
31,
2001*

Period
from
Inceptio
n
Through
Jan. 31,
2001*

One Year
Period
Ended
Jan. 31,
2001**

Five Year
Period
Ended
Jan. 31,
2001**

Period
from
Inception
Through
Jan. 31,
2001**

7.94%

14.10%

13.11%

5.88%

13.87%

12.96%






* Figures do not include the effect of the maximum sales charge.
** Figures include the maximum applicable deferred sales charge, if any.

The average annual total returns of the fund's Class Y shares were
as follows for the periods indicated (The fund commenced selling
Class Y shares on March 28, 1996.  There were no Class Y shares
outstanding as of January 31, 2001):


One Year
Period
Ended
Jan. 31,
2001*

Period
from
Incepti
on
Through
Jan.
31,
2001*

N/A

N/A


* There are no sales charges on Class Y shares.

Average annual total return figures calculated in accordance with
the above formula assume that the maximum 5% sales charge or
maximum deferred sales charge, as the case may be, has been
deducted from the hypothetical investment. A fund's net investment
income changes in response to fluctuations in interest rates and
the expenses of the fund.


Aggregate Total Return

"Aggregate total return" figures represent the cumulative change
in the value of an investment in the Class for the specified
period and are computed by the following formula:

ERV-P
-----
P

Where:	P	=	a hypothetical initial payment of $10,000.
	ERV	=	Ending Redeemable Value of a hypothetical
$10,000 investment made at
			the  beginning of the 1-, 5- or 10-year period
at the end of the 1-, 5- or
			10-year period (or fractional portion thereof),
assuming reinvestment of
			all dividends and distributions.

The aggregate total returns for the following classes, were as
follows for the periods indicated:

Class A Shares (The fund commenced selling Class A shares on
November 6, 1992.)


One
Year
Period
Ended
Jan.
31,
2001*

Five
Year
Period
Ended
Jan.
31,
2001*


Incepti
on
through
Jan.
31,
2001*

One Year
Period
Ended
Jan. 31,
2001**

Five
Year
Period
Ended
Jan. 31,
2001**


Inception
Through
Jan. 31,
2001**

8.78%

100.70%

205.17%

3.33%

90.67%

189.98%






* Figures do not include the effect of the maximum sales charge.
** Figures include the maximum applicable deferred sales charge, if any.


Class B Shares (The fund commenced selling Class B shares on February 2,
1987.)


One
Year
Period
Ended
Jan.
31,
2001*

Five
Year
Period
Ended
Jan.
31,
2001*

Ten
Year
Period
Ended
Jan.
31,
2001*

Period
from
Incepti
on
Through
Jan.
31,
2001*

One
Year
Period
Ended
Jan.
31,
2001**

Five
Year
Period
Ended
Jan.
31,
2001**

Ten
Year
Period
Ended
Jan.
31,
2001**

Period
from
Incepti
on
Through
Jan.
31,
2001**

7.91%

93.18%

256.09
%

382.09%

2.97%

92.18%

256.09
%

382.09%








* Figures do not include the effect of the maximum sales charge.
** Figures include the maximum applicable deferred sales charge, if any.

Class L Shares (The fund commenced selling Class L shares on May 5,
1993.)






Name of
Fund

One Year
Period
Ended
Jan. 31,
2001*

Five
Year
Period
Ended
Jan.
31,
2001*

Period
from
Inceptio
n
Through
Jan. 31,
2001*

One Year
Period
Ended
Jan. 31,
2001**

Five Year
Period
Ended
Jan. 31,
2001**

Period
from
Inception
Through
Jan. 31,
2001**
Social
Awareness
Fund (1)

7.94%

93.35%

159.59%

5.88%

91.44%

156.95%







* Figures do not include the effect of the maximum sales charge.
** Figures include the maximum applicable deferred sales charge, if any.

Class Y Shares (The fund commenced selling Class Y shares on March 28,
1996. There were no Class Y shares  outstanding as of January 31, 2001.)


One Year
Period
Ended
Jan. 31,
2001*

Period
from
Incepti
on
Through
Jan.
31,
2001*

N/A

N/A


* There are no sales charges on Class Y shares.

It is important to note that the total return figures set forth
above are based on historical earnings and are not intended to
indicate future performance.

A Class' performance will vary from time to time depending on
market conditions, the composition of the relevant fund's
portfolio and operating expenses and the expenses exclusively
attributable to that Class. Consequently, any given performance
quotation should not be considered representative of the Class'
performance for any specified period in the future. Because
performance will vary, it may not provide a basis for comparing an
investment in the Class with certain bank deposits or other
investments that pay a fixed yield for a stated period of time.
Investors comparing the Class' performance with that of other
mutual funds should give consideration to the quality and maturity
of the respective investment companies' portfolio securities.


DIVIDENDS AND DISTRIBUTIONS

The fund's policy is to declare and pay quarterly dividends from
its net investment income.  Dividends from net realized capital
gains, if any, will be distributed annually.  The fund may also
pay additional dividends shortly before December 31, from certain
amounts of undistributed ordinary income and realized capital
gains, in order to avoid federal excise tax liability.  If a
shareholder does not otherwise instruct, dividends and capital
gain distributions will be automatically reinvested in additional
same class shares at the net asset value, with no additional sales
charge or deferred sales charge.  A shareholder may change the
option at any time by notifying his or her Service Agent.
Shareholders whose accounts are held directly by the Transfer
Agent should notify the Transfer Agent in writing, requesting a
change to this reinvest option.

The per share amount of dividends from net investment income on
Class B and Class L may be lower than that of Classes A and Y,
mainly as a result of the distribution fees applicable to Class B
and Class L shares. Similarly, the per share amounts of dividends
from net investment income on Class A shares may be lower than
that of Class Y, as a result of the service fee attributable to
Class A shares.  Capital gain distributions, if any, will be the
same amount across all Classes of a fund's shares (A, B, L and Y).


TAXES

The following is a summary of certain federal income tax
considerations that may affect the fund and its shareholders. This
summary is not intended as a substitute for individual tax advice,
and investors are urged to consult their own tax advisors as to
the tax consequences of an investment in either fund of the trust.

Tax Status of the Fund

The fund will be treated as a separate taxable entity for federal
income tax purposes with the result that: (a) the fund must meet
separately the income, diversification and distribution
requirements for qualification as a regulated investment company
and (b) the amounts of investment income and capital gains earned
will be determined on a fund-by-fund (rather than on a trust-wide)
basis.

Taxation of Shareholders

Dividends paid by the fund from investment income and
distributions of short-term capital gains will be taxable to
shareholders as ordinary income for federal income tax purposes,
whether received in cash or reinvested in additional shares.
Distributions of long-term capital gain will be taxable to
shareholders as long-term capital gain, whether paid in cash or
reinvested in additional shares, and regardless of the length of
time the investor has held his or her shares of the fund.  Certain
dividends and distributions received in January may be taxable as
if received on the prior December 31.

Dividends of investment income (but not capital gain) from the
fund generally will qualify for the federal dividends-received
deduction for corporate shareholders to the extent such dividends
do not exceed the aggregate amount of dividends received by the
fund from domestic corporations. If securities held by the fund
are considered to be "debt-financed" (generally, acquired with
borrowed funds), are held by the fund for less than 46 days (91
days in the case of certain preferred stock) during a prescribed
period, or are subject to certain forms of hedges or short sales,
all or a portion of the dividends paid by the fund that
corresponds to the dividends paid with respect to such securities
will not be eligible for the corporate dividends-received
deduction.  These holding period requirements and debt financing
limitations also apply to shareholders of the fund.

If a shareholder (a) incurs a sales charge in acquiring shares of
the fund, (b) disposes of those shares within 90 days and (c)
acquires shares in a mutual fund for which the otherwise
applicable sales charge is reduced by reason of a reinvestment
right (for example, an exchange privilege), the sales charge
increases the shareholder's tax basis in the original shares only
to the extent the otherwise applicable sales charge for the second
acquisition is not reduced. The portion of the original sales
charge that does not increase the shareholder's tax basis in the
original shares would be treated as incurred with respect to the
second acquisition and, as a general rule, would increase the
shareholder's tax basis in the newly acquired shares. Furthermore,
the same rule also applies to a disposition of the newly acquired
shares made within 90 days of the second acquisition. This
provision prevents a shareholder from immediately deducting the
sales charge by shifting his or her investment in a family of
mutual funds.

Capital Gain Distributions.  In general, a shareholder who redeems
or exchanges his or her shares will recognize long-term capital
gain or loss if the shares have been held for more than one year,
and will recognize short-term capital gain or loss if the shares
have been held for one year or less. If a shareholder receives a
distribution taxable as long-term capital gain with respect to
shares of the fund and redeems or exchanges the shares before he
or she has held them for more than six months, any loss on such
redemption or exchange will be treated as long-term capital loss
to the extent of the amount of the distribution.

Backup Withholding.  If a shareholder fails to furnish a correct
taxpayer identification number, fails to fully report dividend or
interest income, or fails to certify that he or she has provided a
correct taxpayer identification number and that he or she is not
subject to withholding, then the shareholder may be subject to a
31% federal backup withholding tax with respect to (a) any
dividends and distributions and (b) any proceeds of any
redemptions or exchanges. An individual's taxpayer identification
number is his or her social security number. The backup
withholding tax is not an additional tax and may be credited
against a shareholder's Federal income tax liability.

Regulated Investment Company Status

The fund intends to continue to qualify to be treated as a
regulated investment company each taxable year under the Internal
Revenue Code of 1986, as amended (the "Code").  To so qualify, the
fund must, among other things: (a) derive at least 90% of its
gross income in each taxable year from dividends, interest,
payments with respect to securities loans and gains from the sale
or other disposition of stock or securities or foreign currencies,
or other income (including, but not limited to, gains from
options, futures or forward contracts) derived with respect to its
business of investing in such stock, securities or currencies; and
(b) diversify its holdings so that, at the end of each quarter of
the fund's taxable year, (i) at least 50% of the market value of
the fund's assets is represented by cash, securities of other
regulated investment companies, United States government
securities and other securities, with such other securities
limited, in respect of any one issuer, to an amount not greater
than 5% of the fund's assets and not greater than 10% of the
outstanding voting securities of such issuer and (ii) not more
than 25% of the value of its assets is invested in the securities
(other than United States government securities or securities of
other regulated investment companies) of any one issuer or any two
or more issuers that the fund controls and which are determined to
be engaged in the same or similar trades or businesses or related
trades or businesses.  The fund expects that all of its foreign
currency gains will be directly related to its principal business
of investing in stocks and securities.

As a regulated investment company, the fund will not be subject to
United States federal income tax on its investment company taxable
income (i.e., income other than any excess of its net realized
long-term capital gains over its net realized short-term capital
losses ("net realized capital gains") or on its net realized
capital gains, if any, that it distributes to its shareholders,
provided that an amount equal to at least 90% of its investment
company taxable income, plus or minus certain other adjustments as
specified in the Code, and 90% of its net tax-exempt income for
the taxable year is distributed to its shareholders, but will be
subject to tax at regular corporate rates on any taxable income or
gains that it does not distribute.

The Code imposes a 4% nondeductible excise tax on the fund to the
extent the fund does not distribute by the end of any calendar
year at least 98% of its net investment income for that year and
98% of the net amount of its capital gains (both long-term and
short-term) for the one-year period ending, as a general rule, on
October 31 of that year.  For this purpose, however, any income or
gain retained by the fund that is subject to corporate income tax
will be considered to have been distributed by year-end.  In
addition, the minimum amounts that must be distributed in any year
to avoid the excise tax will be increased or decreased to reflect
any under-distribution or over-distribution, as the case may be,
from the previous year.  The fund anticipates it will pay such
dividends and will make such distributions as are necessary in
order to avoid the application of this tax.

If, in any taxable year, the fund fails to qualify as a regulated
investment company under the Code or fails to meet the
distribution requirement, it would be taxed in the same manner as
an ordinary corporation and distributions to its shareholders
would not be deductible by the fund in computing its taxable
income.  In addition, in the event of a failure to qualify, the
fund's distributions, to the extent derived from the fund's
current or accumulated earnings and profits, would constitute
dividends (eligible for the corporate dividends-received
deduction) which are taxable to shareholders as ordinary income,
even though those distributions might otherwise (at least in part)
have been treated in the shareholders' hands as long-term capital
gains.  If the fund fails to qualify as a regulated investment
company in any year, it must pay out its earnings and profits
accumulated in that year in order to qualify again as a regulated
investment company.  In addition, if the fund failed to qualify as
a regulated investment company for a period greater than one
taxable year, the fund may be required to recognize any net built-
in gains with respect to certain of its assets (the excess of the
aggregate gains, including items of income, over aggregate losses
that would have been realized if it had been liquidated) in order
to qualify as a regulated investment company in a subsequent year.

The fund will be required to distribute substantially all of its
income (including accrued original issue and recognized market
discount) in order to qualify for "pass-through" federal income
tax treatment and also in order to avoid the imposition of the 4%
excise tax referred to above.  Therefore, the fund may be required
in some years to distribute an amount greater than the total cash
income the fund actually receives.  In order to make the required
distribution in such a year, the fund may be required to borrow or
to liquidate securities.  The amount of cash that the fund would
have to distribute, and thus the degree to which securities would
need to be liquidated or borrowings made, would depend upon the
number of shareholders who chose not to have their dividends
reinvested.

Taxation of Fund Investments

Gain or loss on the sale of a security by the fund generally will
be long-term capital gain or loss if the fund has held the
security for more than one year. Gain or loss on the sale of a
security held for one year or less generally will be short-term
capital gain or loss. If the fund acquires a debt security after
its original issuance at a discount, a portion of any gain upon
sale or redemption of such debt security generally will be taxed
as ordinary income rather than capital gain to the extent it
reflects accrued market discount.

Options Transactions.  The tax consequences of options
transactions entered into by the fund will vary depending on
whether the underlying security is held as a capital asset,
whether the fund is writing or purchasing the option and whether
the "straddle" rules, discussed separately below, apply to the
transaction.

The fund may write a call option on an equity or convertible debt
security. If the option expires unexercised or if the fund enters
into a closing purchase transaction, the fund will realize a gain
or loss without regard to any unrealized gain or loss on the
underlying security. Generally, any such gain or loss will be
short-term capital gain or loss, except that any loss on certain
covered call stock options will be treated as long-term capital
loss. If a call option written by the fund is exercised, the fund
will treat the premium received for writing such call option as
additional sales proceeds and will recognize a capital gain or
loss from the sale of the underlying security. Whether the gain or
loss will be long-term or short-term will depend on the fund's
holding period for the underlying security.

If the fund purchases a put option on an equity or convertible
debt security and it expires unexercised, the fund will realize a
capital loss equal to the cost of the option. If the fund enters
into a closing sale transaction with respect to the option, it
will realize a capital gain or loss and such gain or loss will be
short-term or long-term depending on the fund's holding period for
the option. If the fund exercises such a put option, it will
realize a short-term or long-term capital gain or loss (depending
on the fund's holding period for the underlying security) from the
sale of the underlying security. The amount realized on such sale
will be the sales proceeds reduced by the premium paid.

Mark-to-Market.  The Code imposes a special "mark-to-market"
system for taxing "Section 1256 contracts" including listed
options on nonconvertible debt securities (including U.S.
government securities), listed options on certain stock indexes
and certain foreign currency contracts. In general, gain or loss
on Section 1256 contracts will be taken into account for tax
purposes when actually realized (by a closing transaction, by
exercise, by taking delivery or by other termination). In
addition, any Section 1256 contracts held at the end of the
taxable year will be treated as though they were sold at their
year-end fair market value (that is, "marked to market"), and the
resulting gain or loss will be recognized for tax purposes.
Provided that the fund holds its Section 1256 contracts as capital
assets and they are not part of a straddle, both the realized and
the unrealized year-end gains or losses from these investment
positions (including premiums on options that expire unexercised)
generally will be treated as 60% long-term and 40% short-term
capital gain or loss, regardless of the period of time particular
positions have actually been held by the fund.

Straddles.  The Code contains rules applicable to "straddles,"
which are "offsetting positions in actively traded personal
property," including equity securities and options of the type in
which the fund may invest. If applicable, the "straddle" rules
generally override the other provisions of the Code. In general,
investment positions will be offsetting if there is a substantial
diminution in the risk of loss from holding one position by reason
of holding one or more other positions. The fund generally is
authorized to enter into put, call, and covered put and call
positions. Depending on what other investments are held or
acquired by the fund while it is a party to one of the above
transactions, the fund may create a straddle for Federal income
tax purposes.

If two (or more) positions constitute a straddle, recognition of a
realized loss from one position (including a mark-to-market loss)
must be deferred to the extent of unrecognized gain in an
offsetting position. Interest and other carrying charges allocable
to personal property that is part of a straddle must be
capitalized. In addition, "wash sale" rules apply to straddle
transactions to prevent the recognition of loss from the sale of a
position at a loss when a new offsetting position is or has been
acquired within a prescribed period. To the extent the straddle
rules apply to positions established by the fund, losses realized
by the fund may be deferred or re-characterized as long-term
losses, and long-term gains realized by the fund may be converted
to short-term gains.

If the fund chooses to identify a particular offsetting position
as being one component of a straddle, a realized loss on any
component of that straddle will be recognized no earlier than upon
the liquidation of all components of that straddle. Special rules
apply to "mixed" straddles (that is, straddles consisting of a
Section 1256 contract and an offsetting position that is not a
Section 1256 contract). If the fund makes certain elections, all
or a portion of the Section 1256 contract components of such mixed
straddles of the fund will not be subject to the 60%/40% mark-to-
market rules. If any such election is made, the amount, the nature
(as long-term or short-term) and the timing of the recognition of
the fund's gains or losses from the affected straddle positions
will be determined under rules that will vary according to the
type of election made.

Foreign Investments.  Dividends or other income (including, in
some cases, capital gains) received by the fund from investments
in foreign securities may be  subject to withholding and other
taxes imposed by foreign countries.  Tax conventions between
certain countries and the United States may reduce or eliminate
such taxes in some cases.  The fund will not be eligible to elect
to treat any foreign taxes it pays as paid by its shareholders,
who therefore will not be entitled to credits for such taxes on
their own tax returns.  Foreign taxes paid by the fund will reduce
the return from a fund's investments.

The foregoing is only a summary of certain material tax
consequences affecting the fund and its shareholders.
Shareholders are advised to consult their own tax advisers with
respect to the particular tax consequences to them of an
investment in the fund.


ADDITIONAL INFORMATION

The trust was organized as an unincorporated business trust under
the laws of The Commonwealth of Massachusetts pursuant to a Master
Trust Agreement dated January 8, 1986, as amended from time to
time. As such, the trust is a business entity commonly known as a
"Massachusetts business trust." The trust offers shares of
beneficial interest of the fund with a par value of $.001 per
share. The trust commenced business as an investment company on
March 3, 1986, under the name Shearson Lehman Special Equity
Portfolios. On December 6, 1988, August 27, 1990, November 5,
1992, July 30, 1993 and October 14, 1994, the trust changed its
name to SLH Equity Portfolios, Shearson Lehman Brothers Equity
Portfolios, Shearson Lehman Brothers Equity Funds, Smith Barney
Shearson Equity Funds and Smith Barney Equity Funds, respectively.

Social Awareness Fund offers shares of beneficial interest
currently classified into four classes - A, B, L and Y.  Each
class represents an identical interest in the fund's investment
portfolio.  As a result the classes have the same rights,
privileges and preferences, 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 distribution and/or
service fees borne by each class; (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 interests of the holders of
the different classes.  The trustees, on an ongoing basis, will
consider whether any such conflict exists and, if so, take
appropriate action.

The trust does not hold annual shareholder meetings. There
normally will be no meeting 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.  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 fund will assist shareholders
in calling such a meeting as required by the 1940 Act.
Shareholders of record owning 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.

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 trust will be voted on a
trust-wide basis on all matters except matters affecting only the
interest of the fund or classes.

PFPC Trust Company, is located at 8800 Tinicum Boulevard,
Philadelphia, Pennsylvania 19153, and serves as custodian for the
fund. Under its custodial agreement with the trust, PFPC is
authorized to appoint one or more foreign or domestic banking
institutions as sub-custodians of assets owned by a fund. For its
custody services, PFPC receives monthly fees charged to the fund
based upon the month-end, aggregate net asset value of the fund,
plus certain charges for securities transactions. The assets of
the trust are held under bank custodianship in accordance with the
1940 Act.

Citi Fiduciary Trust Company is located at 125 Broad Street, New
York, New York, 10004, and serves as the trust's transfer agent.
For its services as transfer agent, Citi Fiduciary Trust Company
receives fees charged to the fund at an annual rate based upon the
number of shareholder accounts maintained during the year. Citi
Fiduciary Trust Company also is reimbursed by the fund for its
out-of-pocket expenses.

The trust sends shareholders of the fund 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
trust consolidates the mailing of the fund's semi-annual and
annual reports by household.  This consolidation means that a
household having multiple accounts with the identical address of
record will receive a single copy of each report. In addition, the
trust also consolidates the mailing of the fund's Prospectus so
that a shareholder having multiple accounts (that is, individual,
IRA and/or Self-Employed Retirement Plan accounts) will receive a
single prospectus annually.  Shareholders who do not want this
consolidation to apply to their accounts should contact a Service
Agent or the Transfer Agent.

The trust's distributor may make payments for distribution and/or
shareholder servicing activities out of its past profits and other
available sources.  The distributor may also make payments for
marketing, promotional or related expenses to dealers.  The amount
of these payments is determined by the distributor and may vary.
Citigroup affiliates may make similar payments under similar
arrangements.


OTHER INFORMATION

Styles of Fund Management: In an industry where the average
portfolio manager has seven years of experience (source: ICI,
1998), the portfolio managers of Smith Barney mutual funds average
21 years in the industry and 15 years with the firm.

Smith Barney mutual funds offer more than 60 mutual funds.  We
understand that many investors prefer an active role in allocating
the mix of funds in their portfolio, while others want the asset
allocation decisions to be made by experienced managers.

That's why we offer five "styles" of fund management that can be
tailored to suit each investor's unique financial goals.

Classic Series  - our portfolio manager driven funds
Our Classic Series lets investors participate in mutual
funds whose investment decisions are determined by
experienced portfolio managers, based on each fund's
investment objectives and guidelines.  Classic Series funds
invest across asset classes and sectors, utilizing a range
of strategies in order to achieve their objectives.

Index Series - funds that track the market
Our Index funds are designed to provide investment results
that track, as closely as possible, the performance of a
stock or bond market index.  This strategy distinguishes an
index fund from an "actively managed" mutual fund.  Instead
of trying to outperform a market or segment, a portfolio
manager looks to an index to determine which securities the
fund should own.

Premier Selections Series - our best ideas, concentrated
funds
We offer a series of Premier Selections funds managed by
several of our most experienced and proven managers.  This
series of funds is built on a unique strategy of combining
complementary investment management styles to create
broader, multiclass and multicap products that are
distinguished by a highly concentrated focus.

Research Series - driven by exhaustive fundamental
securities analysis
Built on a foundation of substantial buy-side research under
the direction of our Citibank Global Asset Management (CGAM)
colleagues, our Research funds focus on well-defined
industries, sectors and trends.

Style Pure Series - our solution to funds that stray
Our Style Pure Series funds are the building blocks of asset
allocation.  The funds stay fully invested within their
asset class and investment style, enabling you to make asset
allocation decisions in conjunction with your financial
professional.


FINANCIAL STATEMENTS

The Annual Report of the Social Awareness Fund for the fiscal year
ended January 31, 2001 is incorporated herein by reference in its
entirety.  The Annual Report was filed on April 5, 2001, accession
number 91155-01-500181.


APPENDIX

Description of Ratings

Description of S&P Corporate Bond Ratings

AAA

Bonds rated AAA have the highest rating assigned by S&P to a debt
obligation. Capacity to pay interest and repay principal is
extremely strong.

AA

Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only in
small degree.

A

Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions
than bonds in higher rated categories.

BBB

Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit
adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for bonds in this
category than for bonds in higher rated categories.

BB, B and CCC

Bonds rated BB and B are regarded, on balance, as predominantly
speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB
represents a lower degree of speculation than B and CCC, the
highest degrees of speculation. While such bonds will likely have
some quality and protective characteristics, these are outweighed
by large uncertainties or major risk exposures to adverse
conditions.

Description of Moody's Corporate Bond Ratings

Aaa

Bonds which are rated Aaa are judged to be the best quality. They
carry the smallest degree of investment risk and are generally
referred to as "gilt-edge". Interest payments are protected by a
large or exceptionally stable margin and principal is secure. While
the various protective elements are likely to change, such changes
as can be visualized are most unlikely to impair the fundamentally
strong position of such issues.


Aa

Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in
Aaa securities, or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.

A

Bonds which are rated A possess favorable investment attributes and
are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate
but elements may be present which suggest a susceptibility to
impairment sometime in the future.

Baa

Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or
may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact
have speculative characteristics as well.

Ba

Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate
and thereby not well safeguarded during both good and bad times
over the future. Uncertainty of position characterizes bonds in
this class.

B

Bonds which are rated B generally lack characteristics of desirable
investments. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of
time may be small.

Caa

Bonds that are rated Caa are of poor standing. These issues may be
in default or present elements of danger may exist with respect to
principal or interest.

Moody's applies the numerical modifier 1, 2 and 3 to each generic
rating classification from Aa through B. The modifier 1 indicates
that the security ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.

Description of S&P Municipal Bond Ratings

AAA

Prime -- These are obligations of the highest quality. They have
the strongest capacity for timely payment of debt service.

General Obligation Bonds -- In a period of economic stress, the
issuers will suffer the smallest declines in income and will be
least susceptible to autonomous decline. Debt burden is moderate. A
strong revenue structure appears more than adequate to meet future
expenditure requirements. Quality of management appears superior.

Revenue Bonds -- Debt service coverage has been, and is expected to
remain, substantial. Stability of the pledged revenues is also
exceptionally strong due to the competitive position of the
municipal enterprise or to the nature of the revenues. Basic
security provisions (including rate covenant, earnings test for
issuance of additional bonds, debt service reserve requirements)
are rigorous. There is evidence of superior management.


AA

High Grade -- The investment characteristics of bonds in this group
are only slightly less marked than those of the prime quality
issues. Bonds rated AA have the second strongest capacity for
payment of debt service.

A

Good Grade -- Principal and interest payments on bonds in this
category are regarded as safe although the bonds are somewhat more
susceptible to the adverse affects of changes in circumstances and
economic conditions than bonds in higher rated categories. This
rating describes the third strongest capacity for payment of debt
service. Regarding municipal bonds, the ratings differ from the two
higher ratings because:

General Obligation Bonds -- There is some weakness, either in the
local economic base, in debt burden, in the balance between
revenues and expenditures, or in quality of management. Under
certain adverse circumstances, any one such weakness might impair
the ability of the issuer to meet debt obligations at some future
date.

Revenue Bonds -- Debt service coverage is good, but not
exceptional. Stability of the pledged revenues could show some
variations because of increased competition or economic influences
on revenues. Basic security provisions, while satisfactory, are
less stringent. Management performance appears adequate.


BBB

Medium Grade -- Of the investment grade ratings, this is the
lowest. Bonds in this group are regarded as having an adequate
capacity to pay interest and repay principal. Whereas they normally
exhibit adequate protection parameters, adverse economic conditions
or changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for bonds in this
category than for bonds in higher rated categories.

General Obligation Bonds -- Under certain adverse conditions,
several of the above factors could contribute to a lesser capacity
for payment of debt service. The difference between A and BBB
ratings is that the latter shows more than one fundamental
weakness, or one very substantial fundamental weakness, whereas the
former shows only one deficiency among the factors considered.

Revenue Bonds -- Debt coverage is only fair. Stability of the
pledged revenues could show substantial variations, with the
revenue flow possibly being subject to erosion over time. Basic
security provisions are no more than adequate. Management
performance could be stronger.

BB, B, CCC and CC

Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominately speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation.
BB includes the lowest degree of speculation and CC the highest
degree of speculation. While such bonds will likely have some
quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.

C

The rating C is reserved for income bonds on which no interest is
being paid.

D

Bonds rated D are in default, and payment of interest and/or
repayment of principal is in arrears.

S&P's letter ratings may be modified by the addition of a plus or a
minus sign, which is used to show relative standing within the
major rating categories, except in the AAA-Prime Grade category.

Description of S&P Municipal Note Ratings

Municipal notes with maturities of three years or less are usually
given note ratings (designated SP-1, -2 or -3) to distinguish more
clearly the credit quality of notes as compared to bonds. Notes
rated SP-1 have a very strong or strong capacity to pay principal
and interest. Those issues determined to possess overwhelming
safety characteristics are given the designation of SP-1+. Notes
rated SP-2 have satisfactory capacity to pay principal and
interest.


Description of Moody's Municipal Bond Ratings

Aaa

Bonds which are rated Aaa are judged to be the best quality. They
carry the smallest degree of investment risk and are generally
referred to as "gilt edge". Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure.
While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa

Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in
Aaa securities, or fluctuation of protective elements may be of
greater amplitude, or there may be other elements present which
make the long-term risks appear somewhat larger than in Aaa
securities.

A

Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and interest are
considered adequate, but elements may be present which suggest a
susceptibility to impairment sometime in the future.

Baa

Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or
may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact
have speculative characteristics as well.

Ba

Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate
and thereby not well safeguarded during both good and bad times
over the future. Uncertainty of position characterize bonds in this
class.

B

Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments
or of maintenance of other terms of the contract over any long
period of time may be small.



Caa

Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect
to principal or interest.

Ca

Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or
have other marked shortcomings.

C

Bonds which are rated C are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects
of ever attaining any real investment standing.  Moody's applies
the numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through B. The modifier 1 indicates that the
security ranks in the higher end of its generic ratings category;
the modifier 2 indicates a mid-range ranking; and the modifier 3
indicates that the issue ranks in the lower end of its generic
ratings category.

Description of Moody's Municipal Note Ratings

Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade (MIG) and for
variable rate demand obligations are designated Variable Moody's
Investment Grade (VMIG). This distinction recognizes the
differences between short- and long-term credit risk. Loans bearing
the designation MIG 1/VMIG 1 are the best quality, enjoying strong
protection from established cash flows of funds for their servicing
or from established and broad-based access to the market for
refinancing, or both. Loans bearing the designation MIG 2/VMIG 2
are of high quality, with margins of protection ample, although not
as large as the preceding group. Loans bearing the designation MIG
3/VMIG 3 are of favorable quality, with all security elements
accounted for but lacking the undeniable strength of the preceding
grades. Market access for refinancing, in particular, is likely to
be less well established. Loans bearing the designation MIG 4/VMIG
4 are of adequate quality. Protection commonly regarded as required
of an investment security is present and although not distinctly or
predominantly speculative, there is specific risk.

Description of Commercial Paper Ratings

The rating A-1+ is the highest, and A-1 the second highest,
commercial paper rating assigned by S&P. Paper rated A-1+ must have
either the direct credit support of an issuer or guarantor that
possesses excellent long-term operating and financial strength
combined with strong liquidity characteristics (typically, such
issuers or guarantors would display credit quality characteristics
which would warrant a senior bond rating of A\- or higher) or the
direct credit support of an issuer or guarantor that possesses
above average long-term fundamental operating and financing
capabilities combined with ongoing excellent liquidity
characteristics. Paper rated A-1 must have the following
characteristics: liquidity ratios are adequate to meet cash
requirements; long-term senior debt is rated A or better; the
issuer has access to at least two additional channels of borrowing;
basic earnings and cash flow have an upward trend with allowance
made for unusual circumstances; typically, the issuer's industry is
well established and the issuer has a strong position within the
industry; and the reliability and quality of management are
unquestioned.


The rating Prime-1 is the highest commercial paper rating assigned
by Moody's. Among the factors considered by Moody's in assigning
ratings are the following: (a) evaluation of the management of the
issuer; (b) economic evaluation of the issuer's industry or
industries and an appraisal of speculative-type risks which may be
inherent in certain areas; (c) evaluation of the issuer's products
in relation to competition and customer acceptance; (d) liquidity;
(e) amount and quality of long-term debt; (f) trend of earnings
over a period of ten years; (g) financial strength of parent
company and the relationships which exist with the issue; and (h)
recognition by the management of obligations which may be present
or may arise as a result of public interest questions and
preparations to meet such obligations.

Short-Term obligations, including commercial paper, rated A-1+ by
Fitch Inc. are obligations supported by the highest capacity for
timely repayment. Obligations rated A-1 have a very strong capacity
for timely repayment. Obligations rated A-2 have a strong capacity
for timely repayment, although such capacity may be susceptible to
adverse changes in business, economic and financial conditions.

Thomson BankWatch employs the rating "TBW-1" as its highest
category, which indicates that the degree of safety regarding
timely repayment of principal and interest is very strong. "TBW-2"
is its second highest rating category. While the degree of safety
regarding timely repayment of principal and interest is strong, the
relative degree of safety is not as high as for issues rated "TBW-
1".

Fitch Inc. employs the rating F-1+ to indicate issues regarded as
having the strongest degree of assurance of timely payment. The
rating F-1 reflects an assurance of timely payment only slightly
less in degree than issues rated F-1+, while the rating F-2
indicates a satisfactory degree of assurance of timely payment
although the margin of safety is not as great as indicated by the
F-1+ and F-1 categories.

Duff & Phelps Inc. employs the designation of Duff 1 with respect
to top grade commercial paper and bank money instruments. Duff 1+
indicates the highest certainty of timely payment: short-term
liquidity is clearly outstanding and safety is just below risk-free
U.S. Treasury short-term obligations. Duff 1 - indicates high
certainty of timely payment. Duff 2 indicates good certainty of
timely payment: liquidity factors and company fundamentals are
sound.

Various NRSROs utilize rankings within ratings categories indicated
by a + or -. The funds, in accordance with industry practice,
recognize such ratings within categories as gradations, viewing for
example S&P's rating of A-1+ and A-1 as being in S&P's highest
rating category.




					1

					A-6





Part C - Other Information

Item 23.	Exhibits

All references are to the Registrant's registration
statement on Form N-1A (the "Registration
Statement") as filed with the Securities and Exchange
Commission (the "SEC") on
January 9, 1986 (File Nos. 33-2627 and 811-4551).


(a) (1)	Amended and Restated Master Trust
	Agreement and all Amendments are incorporated by
	reference to Post-Effective Amendment No. 26 to
the
	Registration Statement filed on January 31, 1994
	("Post-Effective Amendment No. 26").

(a) (2)	Amendment dated October 14, 1994 and
	Form of Amendment to Amended and Restated Master
Trust
	Agreement are incorporated by reference to Post-
	Effective Amendment No. 29 to the Registration
	Statement filed on November 7, 1994 ("Post-
Effective
	Amendment No. 29").

(a) (3)	Amendment to Master Trust Agreement dated
June 12, 1998 is
	incorporated by reference to Post-Effective
Amendment No. 46
	filed on April 1, 1999.

(b)	Registrant's By-Laws are incorporated by
	reference to Pre-Effective Amendment No. 1 to
the
	Registration Statement filed on February 25,
1986
	("Pre-Effective Amendment No. 1").

(c)	Form of share certificate for Class A, B,
	C and Y shares will be filed by amendment.

(d) (1)	Investment Advisory Agreement
	between Registrant and Smith Barney Strategy
Advisers
	Inc., with respect to Concert Social Awareness
Fund,
	is incorporated by reference to Post-Effective
	Amendment No. 31 to the Registration Statement
filed
	on January 30, 1996 ("Post-Effective Amendment
No.
	31").

(d) (2)	Investment Advisory Agreement
	between Registrant and Greenwich Street Advisors
	(relating to the Growth and Income Fund) dated
May 22,
	1993  is incorporated by reference to Post-
Effective
	Amendment No. 26.

(e) (1)	Distribution Agreement between Registrant
	and Smith Barney Shearson dated July 30, 1993 is
	incorporated by reference to Post-Effective
Amendment
	No. 26.

(e)  (2) 	Distribution Agreement  between the
Registrant and CFBDS, Inc.
	dated October 8, 1998 is incorporated by
reference to
	Post-Effective Amendment No. 46 filed on April
1, 1999.

(e) (3)	Selling Group Agreement between the
Registrant and CFBDS, Inc.
	is incorporated by reference to Post-Effective
Amendment No. 46
	filed on April 1, 1999.



(e)(4)	Form of Distribution Agreement with
Salomon Smith
	Barney Inc. is filed herein.

(e)(5)	Form of Distribution Agreement between the
Registrant
	and PFS Distributors is filed herein.



(f)	Not applicable.

(g)	Custodian Agreement between Registrant and
	PNC Bank, National Association ("PNC Bank") is
	incorporated by reference to Post-Effective
Amendment
	No. 31.

(h)(1)	Administration Agreements between
	Registrant and SBMFM (relating to the Growth and
	Income Fund and Strategic Investors Fund) dated
May 4,
	1994 are incorporated by reference to Post-
	Effective Amendment No. 29

(h)(2)	Transfer Agency Agreement between
	Registrant and First Data Investor Services
Group
	(formerly The Shareholder Services Group, Inc.)
dated
	August 5, 1993  is incorporated by reference to
Post-
	Effective Amendment No. 26.




(h)(3) 	Transfer Agency Agreement dated October 1,
1999
	between the Registrant and Citi Fiduciary Trust
	Company f/k/a Smith Barney Private Trust
Company) is filed herein.

(h)(4) 	Sub-Transfer Agency Agreement dated
October 1, 1999 between
	Citi Fiduciary Trust Company ( f/k/a Smith
Barney Private Trust 			Company) and PFPC
Global Fund Services (f/k/a First Data Investor
	Services Group, Inc.) is filed herein.

(h)(5)	Form of Sub-Transfer Agency Agreement
between the Registrant
	and PFS Shareholder Services is filed herein.



(i)	Opinion of Robert A. Vegliante, Deputy General
	Counsel of Smith Barney Mutual Funds Management
Inc.
	filed with the Registrant's rule 24-f2
(Accession No.
	000091155-97-000182) is incorporated by
reference.

(j)(1)	Auditor's Consent is filed herein..

(j)(2)	Power of Attorney is filed herein.

(k)	Not applicable.

(l)	Not Applicable

(m) (1)	Prototype Defined Contribution Plan
	relating to 401(k) program is incorporated by
	reference to Post-Effective Amendment No. 33.

(m) (2)	Form of Individual Retirement
	Account Disclosure Statement is incorporated by
	reference to Post-Effective Amendment No. 33.

(m) (3)	Amended Services and Distribution Plans
	pursuant to Rule 12b-1 between the Registrant on
	behalf of Smith Barney Growth and Income Fund
and
	Concert Social Awareness Fund are incorporated
by
	reference to Post-Effective Amendment No. 29.

(m) (4)	Performance information is incorporated by
	reference to Post-Effective Amendments No. 9 and
10.

(m) (5)	Form of Amended and Restated Shareholder
Services and Distribution
	Plan pursuant to Rule 12b-1 for the Registrant
is incorporated by
	reference to Post-Effective Amendment No. 46
filed on April 1, 1999.


(m)(2)   Form of Amended and Restated Shareholder
Services and Distribution
Plan pursuant to Rule 12b-1 with Salomon Smith
Barney and PFS 			   Distributors
Inc. is filed herein.


(n)	Not Applicable.

(o)(1)	Plan pursuant to Rule 18f-3 is
incorporated by reference to Post-Effective Amendment
	No. 31.

(o) (2)	Amended Plan pursuant to Rule 18f-3 is
incorporated by reference to
	Post-Effective Amendment No. 46 filed on April
1, 1999.

(p) Code of Ethics is incorporated by reference to
Post-Effective Amendment No. 48
Filed on May 26, 2001.

Item 24.	Persons Controlled by or Under 	Common
Control with Registrant

		None

Item 25.	Indemnification

The response to this item is incorporated by reference
to Registrant's Pre-Effective
Amendment No. 1 to the Registration Statement.

Item 26.	Business and Other Connections of
Investment Adviser


Investment Adviser -Smith Barney Fund Management LLC
(formerly known
as SSB Citi Fund Management LLC) ("SBFM").

SBFM was incorporated in December 1968 under the laws
of
the State of Delaware and converted to a Delaware
limited
liability company on September 21, 1999.  SBFM
is a wholly owned subsidiary of Salomon Smith Barney
Holdings Inc.,
which in turn is a wholly owned subsidiary of
Citigroup Inc.

SBFM is registered as an investment adviser under the
Investment
Advisers Act of 1940.  The list required by this item
26 of officers
and directors of SBFM 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
years, is incorporated
by reference to Schedules A and D of Form ADV filed by
SBFM pursuant to
the Investment Advisers Act of 1940 SEC File No. 801-
8314).


Item 27.	Principal Underwriters

(a) Salomon Smith Barney, Inc. ("Salomon Smith
Barney") the
Registrant's Distributor, is also the distributor for
the following
Smith Barney funds: Smith Barney
Investment Series, Consulting Group Capital Markets
Funds, Greenwich
Street Series Fund, 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
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 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 Money Market Fund, Inc., Smith Barney
Sector Series Inc., Smith Barney New Jersey Municipals
Fund Inc., Smith Barney Oregon Municipals Fund Inc.,
Smith Barney
Principal Return Fund, Smith Barney Small Cap Core
Fund, Inc., Smith
Barney Telecommunications Trust, Smith Barney Variable
Account Funds,
Smith Barney World Funds, Inc., Travelers Series Fund
Inc., and
various series of unit investment trusts.

PFS Distributors, Inc., ("PFS Distributors"),
a Distributor of the Registrant, is also a distributor
for the following Smith Barney funds:

Smith Barney Investment Series,
Smith Barney Aggressive Growth Fund Inc.,
Smith Barney Appreciation Fund Inc.,
Smith Barney Allocation Series Inc.,
Smith Barney Equity Funds,
Smith Barney Fundamental Value Fund Inc.,
Smith Barney Income Funds,
Smith Barney Investment Funds Inc.,
Smith Barney Investment Trust,
Smith Barney Managed Municipals Fund Inc.,
Smith Barney Money Funds, Inc.
Smith Barney Sector Series Inc.

In addition, Salomon Smith Barney is also the
distributor for the Centurion Funds, Inc.

(b)	The information required by this Item 27 with
respect to each
director and officer of Salomon Smith Barney is
incorporated by reference to
Schedule A of Form BD filed by Salomon Smith Barney
pursuant to the Securities and
Exchange Act of 1934 (SEC File No. 812-8510).

The information required by this Item 27 with respect
to each director, officer and partner of PFS
Distributors
is incorporated by reference to Schedule A of Form BD
filed by PFS Distributors  pursuant to the Securities
Exchange Act of 1934 (SEC File No. 8-37352).

(c)	Not applicable.



Item 28.	Location of Accounts and Records

(1)	With respect to the Registrant's Investment
Adviser:
Smith Barney Fund Management LLC
	7 World Trade Center, 39th Floor
	New York, New York  10048

(2)	With respect to the Registrant's Transfer Agent:
Citi Fiduciary Trust Company
	125 Broad Street
	New York, New York  10004

(3)	With respect to the Registrant's Custodian:
PFPC Trust Company (successor by assignment
	from PNC Bank, National Association)
	8800 Tinicum Boulevard
	Philadelphia, Pennsylvania 19153

(4)	With respect to the Registrant's Sub-Transfer
Agent:
PFPC Global Fund Services
	P.O. Box 9699
Providence, Rhode Island  02940

(5)	With respect to the Registrant's Sub-Transfer
Agent:
	PFS Shareholder Services
	3100 Breckinridge Boulevard, Building 200
	Duluth, Georgia  20549-0062

(6)	With respect to the Registrant's Co-
Distributors:
Salomon Smith Barney Inc.
7 World Trade Center
New York, New York  10048

PFS Distributors, Inc.
3100 Breckinridge Boulevard, Building 200
Duluth, Georgia 30099-0062


Item 29.	Management Services

	Not Applicable.


Item 30.	Undertakings

	Not Applicable.



SIGNATURES

	Pursuant to the requirements of the Securities
Act of 1933, as amended, and the Investment Company
Act of 1940, as amended, the Registrant, has duly
caused this Post-Effective Amendment to its
Registration Statement to be signed on its behalf by
the undersigned, and where applicable, the true and
lawful attorney-in-fact, thereunto duly authorized, in
the City of New York, State of New York on the 30th
day of May, 2001.

SMITH BARNEY
EQUITY FUNDS


By: /s/
Heath B.
McLendon*
Heath B.
McLendon,
Chairman of
the
Board,
President
and Chief
Executive
Officer

Pursuant to the requirements of the Securities Act of
1933, as amended, this Post-Effective Amendment to the
Registration Statement has been signed below by the
following persons in the capacities and on the dates
indicated.

Signature	Title	Date


/s/ Heath B. McLendon	Chairman of the	May 30, 2001
Heath B. McLendon	Board, President and
	Chief Executive Officer


/s/ Lewis E. Daidone	Senior Vice 	May 30, 2001
Lewis E. Daidone	President and
	Treasurer (Principal
Financial
	and Accounting Officer)


/s/ Lee Abraham*	Trustee	May 30, 2001
Lee Abraham


/s/ Allan J. Bloostein*	Trustee	May 30, 2001
Allan J. Bloostein


/s/Jane F. Dasher*                 	Trustee	May 30, 2001
Jane F. Dasher


/s/Donald R. Foley*       	Trustee	May 30, 2001
Donald R. Foley


/s/ Richard E. Hanson*	Trustee	May 30, 2001
Richard E. Hanson


/s/ Paul Hardin* 	Trustee	May 30, 2001
Paul Hardin


/s/ Roderick C. Rasmussen*	Trustee	May 30, 2001
Roderick C. Rasmussen


/s/ John P. Toolan*	Trustee	May 30, 2001
John P. Toolan


* Signed by Heath B. McLendon, their duly authorized
attorney-in-fact, pursuant to power of attorney dated
March 14, 2001.

/s/ Heath B. McLendon
Heath B. McLendon



EXHIBITS

(e)(4)		Form of Distribution Agreement with
Salomon Smith Barney Inc.

(e)(5) 		Form of Distribution Agreement with
PFS Distributors Inc.

(h)(3)		Transfer Agency Agreement with Citi
Fiduciary Trust Company

(h)(4)		Sub-Transfer Agency Agreement with
PFPC Global Fund Services

(h)(5)		Sub-Transfer Agency Agreement with
PFS Shareholder Services

(j)(1) 		Auditor's Consent is filed herein

(j)(2)		Power of Attorney is filed herein

(m)(2) 		Form of Amended and Restated
Shareholder Services and
	Distribution Plan pursuant to Rule 12b-1 with
Salomon Smith
		Barney and PFS Distributors Inc.

Cover Letter