PROSPECTUS

                                                                    SMITH BARNEY
                                                               WORLD FUNDS, INC.

                                                                          Global
                                                                      Government
                                                                            Bond
                                                                       Portfolio

   
                                                               February 28, 1997
    

                                                   Prospectus begins on page one

[LOGO]    Smith Barney Mutual Funds
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Prospectus                                                     February 28, 1997
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     Smith Barney World Funds, Inc.
     Global Government Bond Portfolio
     388 Greenwich Street
     New York, New York 10013
     (212) 723-9218
    

      The Global Government Bond Portfolio (the "Portfolio") is one of the
investment portfolios that currently comprise Smith Barney World Funds, Inc.
(the "Fund"). The Portfolio seeks as high a level of current income and capital
appreciation as is consistent with its policy of investing principally in high
quality bonds of the United States and foreign governments.

      This Prospectus sets forth concisely certain information about the Fund
and the Portfolio, including sales charges, distribution and service fees and
expenses, that prospective investors will find helpful in making an investment
decision. Investors are encouraged to read this Prospectus carefully and retain
it for future reference.

   
      Additional information about the Portfolio is contained in a Statement of
Additional Information dated February 28, 1997, as amended or supplemented from
time to time, that is available upon request and without charge by calling or
writing the Fund at the telephone number or address set forth above or by
contacting a Smith Barney Financial Consultant. The Statement of Additional
Information has been filed with the Securities and Exchange Commission (the
"SEC") and is incorporated by reference into this Prospectus in its entirety.
    

SMITH BARNEY INC.
Distributor

SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
Investment Manager

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


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Table of Contents
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Prospectus Summary                                                             3
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Financial Highlights                                                           9
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Investment Objective and Management Policies                                  13
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Valuation of Shares                                                           22
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Dividends, Distributions and Taxes                                            23
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Purchase of Shares                                                            25
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Exchange Privilege                                                            35
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Redemption of Shares                                                          38
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Minimum Account Size                                                          41
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Performance                                                                   41
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Management of the Fund                                                        42
    
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Distributor                                                                   43
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Additional Information                                                        44
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================================================================================
   
      No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the Fund or
the Distributor. This Prospectus does not constitute an offer by the Fund or the
Distributor to sell or a solicitation of an offer to buy any of the securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction.
    
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2
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Prospectus Summary
--------------------------------------------------------------------------------

The following summary is qualified in its entirety by detailed information
appearing elsewhere in this Prospectus and in the Statement of Additional
Information. Cross references in this summary are to headings in the Prospectus.
See "Table of Contents."

      INVESTMENT OBJECTIVE The Portfolio is an open-end, management investment
company whose investment objective is to seek as high a level of current income
and capital appreciation as is consistent with its policy of investing
principally in high quality bonds of the United States and foreign governments.
See "Investment Objective and Management Policies."

      ALTERNATIVE PURCHASE ARRANGEMENTS The Portfolio offers several classes of
shares ("Classes") to investors designed to provide them with the flexibility of
selecting an investment best suited to their needs. The general public is
offered three Classes of shares: Class A shares, Class B shares and Class C
shares, which differ principally in terms of sales charges and rate of expenses
to which they are subject. A fourth Class of shares, Class Y shares, is offered
only to investors meeting an initial investment minimum of $5,000,000. See
"Purchase of Shares" and "Redemption of Shares."

      Class A Shares. Class A shares are sold at net asset value plus an initial
sales charge of up to 4.50% and are subject to an annual service fee of 0.25% of
the average daily net assets of the Class. The initial sales charge may be
reduced or waived for certain purchases. Purchases of Class A shares, which when
combined with current holdings of Class A shares offered with a sales charge
equal or exceed $500,000 in the aggregate, will be made at net asset value with
no initial sales charge, but will be subject to a contingent deferred sales
charge ("CDSC") of 1.00% on redemptions made within 12 months of purchase. See
"Prospectus Summary -- Reduced or No Initial Sales Charge."

      Class B Shares. Class B shares are offered at net asset value subject to a
maximum CDSC of 4.50% of redemption proceeds, declining by 0.50% the first year
after purchase and by 1.00% each year thereafter to zero. This CDSC may be
waived for certain redemptions. Class B shares are subject to an annual service
fee of 0.25% and an annual distribution fee of 0.50% of the average daily net
assets of the Class. The Class B shares' distribution fee may cause that Class
to have higher expenses and pay lower dividends than Class A shares.

      Class B Shares Conversion Feature. Class B shares will convert
automatically to Class A shares, based on relative net asset value, eight years
after the date of the original purchase. Upon conversion, these shares will no
longer be subject to an annual distribution fee. In addition, a certain portion
of Class B shares that have been acquired through the reinvestment of dividends
and distributions ("Class B Dividend Shares") will be converted at that time.
See "Purchase of Shares -- Deferred Sales Charge Alternatives."


                                                                               3
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Prospectus Summary (continued)
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      Class C Shares. Class C shares are sold at net asset value with no initial
sales charge. They are subject to an annual service fee of 0.25% and an annual
distribution fee of 0.45% of the average daily net assets of the Class C shares,
and investors pay a CDSC of 1.00% if they redeem Class C shares within 12 months
of purchase. The CDSC may be waived for certain redemptions. The Class C shares'
distribution fee may cause that Class to have higher expenses and pay lower
dividends than Class A shares. Purchases of Portfolio shares, which when
combined with current holdings of Class C shares of the Portfolio equal or
exceed $500,000 in the aggregate, should be made in Class A shares at net asset
value with no sales charge, and will be subject to a CDSC of 1.00% on
redemptions made within 12 months of purchase.

      Class Y Shares. Class Y shares are available only to investors meeting an
initial investment minimum of $5,000,000. Class Y shares are sold at net asset
value with no initial sales charge or CDSC. They are not subject to any service
or distribution fees.

      In deciding which Class of Portfolio shares to purchase, investors should
consider the following factors, as well as any other relevant facts and
circumstances:

      Intended Holding Period. The decision as to which Class of shares is more
beneficial to an investor depends on the amount and intended length of his or
her investment. Shareholders who are planning to establish a program of regular
investment may wish to consider Class A shares; as the investment accumulates
shareholders may qualify for reduced sales charges and the shares are subject to
lower ongoing expenses over the term of the investment. As an alternative, Class
B and Class C shares are sold without any initial sales charge so the entire
purchase price is immediately invested in the Portfolio. Any investment return
on these additional invested amounts may partially or wholly offset the higher
annual expenses of these Classes. Because the Portfolio's future return cannot
be predicted, however, there can be no assurance that this would be the case.

   
      Finally, investors should consider the effect of the CDSC period and any
conversion rights of the Classes in the context of their own investment time
frame. For example, while Class C shares have a shorter CDSC period than Class B
shares, they do not have a conversion feature, and therefore, are subject to an
ongoing distribution fee. Thus, Class B shares may be more attractive than Class
C shares to investors with longer term investment outlooks.
    

      Reduced or No Initial Sales Charge. The initial sales charge on Class A
shares may be waived for certain eligible purchasers, and the entire purchase
price will be immediately invested in the Portfolio. In addition, Class A share
purchases, which when combined with current holdings of Class A shares offered
with a sales charge equal or exceed $500,000 in the aggregate, will be made at
net asset value with no initial sales charge, but will be subject to a CDSC of
1.00% on redemptions made 


4
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Prospectus Summary (continued)
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within 12 months of purchase. The $500,000 aggregate investment may be met by
aggregating the purchase to the net asset value of all Class A shares offered
with a sales charge held in funds sponsored by Smith Barney Inc. ("Smith
Barney") listed under "Exchange Privilege." Class A share purchases also may be
eligible for a reduced initial sales charge. See "Purchase of Shares." Because
the ongoing expenses of Class A shares may be lower than those for Class B and
Class C shares, purchasers eligible to purchase Class A shares at net asset
value or at a reduced sales charge should consider doing so.

   
      Smith Barney Financial Consultants may receive different compensation for
selling different Classes of shares. Investors should understand that the
purpose of the CDSC on the Class B and Class C shares is the same as that of the
initial sales charge on the Class A shares.
    

      See "Purchase of Shares" and "Management of the Fund" for a complete
description of the sales charges and service and distribution fees for each
Class of shares and "Valuation of Shares," "Dividends, Distributions and Taxes"
and "Exchange Privilege" for other differences between the Classes of shares.

   
      SMITH BARNEY 401(k) AND EXECCHOICE(TM) PROGRAMS Investors may be eligible
to participate in the Smith Barney 401(k) Program, which is generally designed
to assist plan sponsors in the creation and operation of retirement plans under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), as
well as other types of participant directed, tax-qualified employee benefit
plans. Investors may also be eligible to participate in the Smith Barney
ExecChoice(TM) Program. Class A and Class C shares are available without sales
charge as investment alternatives under both of these programs. See "Purchase of
Shares -- Smith Barney 401(k) and ExecChoice(TM) Programs."
    

      PURCHASE OF SHARES Shares may be purchased through a brokerage account
maintained by Smith Barney. Shares may also be purchased through a broker that
clears securities transactions through Smith Barney on a fully disclosed basis
(an "Introducing Broker") or an investment dealer in the selling group. In
addition, certain investors, including qualified retirement plans and certain
institutional investors, may purchase shares directly from the Fund made through
the Fund's transfer agent, First Data Investor Services Group, Inc. ("First
Data"). See "Purchase of Shares."

      INVESTMENT MINIMUMS Investors in Class A, Class B and Class C shares may
open an account by making an initial investment of at least $1,000 for each
account, or $250 for an individual retirement account ("IRA") or a Self-Employed
Retirement Plan. Investors in Class Y shares may open an account for an initial
investment of $5,000,000. 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 investment
requirement for Class A, Class B and 


                                                                               5
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Prospectus Summary (continued)
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Class C shares and the subsequent investment requirement for all Classes of
shares is $25. The mini mum investment requirements for purchases of Portfolio
shares through the Systematic Investment Plan are described below. See "Purchase
of Shares."

      SYSTEMATIC INVESTMENT PLAN The Portfolio offers shareholders a Systematic
Investment Plan under which they may authorize the automatic placement of a
purchase order each month or quarter for Portfolio shares. The minimum initial
investment requirement for Class A, Class B and Class C shares and the
subsequent investment requirement for all Classes for shareholders purchasing
shares through the Systematic Investment Plan on a monthly basis is $25 and on a
quarterly basis is $50. See "Purchase of Shares."
    

      REDEMPTION OF SHARES Shares may be redeemed on each day the New York Stock
Exchange, Inc. ("NYSE") is open for business. See "Purchase of Shares" and
"Redemption of Shares."

      MANAGEMENT OF THE PORTFOLIO Smith Barney Mutual Funds Management Inc.
(the "Manager") serves as the Portfolio's investment manager. The Manager is a
wholly owned subsidiary of Smith Barney Holdings Inc. ("Holdings"). Holdings is
a wholly owned subsidiary of Travelers Group Inc. ("Travelers"), a diversified
financial services holding company engaged, through its subsidiaries,
principally in four business segments: Investment Services, Consumer Finance
Services, Life Insurance Services and Property & Casualty Insurance Services.
See "Management of the Fund."

   
      EXCHANGE PRIVILEGE Shares of a Class may be exchanged for shares of the
same Class of certain other funds of the Smith Barney Mutual Funds at the
respective net asset values next determined. See "Exchange Privilege."
    

      VALUATION OF SHARES Net asset value of the Portfolio for the prior day
generally is quoted daily in the financial section of most newspapers and is
also available from a Smith Barney Financial Consultant. See "Valuation of
Shares."

      DIVIDENDS AND DISTRIBUTIONS Dividends are paid monthly from net investment
income. Distributions of net realized capital gains, if any, are paid annually.
See "Dividends, Distributions and Taxes."

      REINVESTMENT OF DIVIDENDS Dividends and distributions paid on shares of a
Class will be reinvested automatically, unless otherwise specified by an
investor, in additional shares of the same Class at current net asset value.
Shares acquired by dividend and distribution reinvestments will not be subject
to any sales charge or CDSC. Class B shares acquired through dividend and
distribution rein vestments will become eligible for conversion to Class A
shares on a pro rata basis. See "Dividends, Distributions and Taxes."

      RISK FACTORS AND SPECIAL CONSIDERATIONS There can be no assurance that
the Portfolio's investment objective will be achieved. The value of the
Portfolio's investments, and thus the net asset value of the Portfolio's shares,
will 


6
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Prospectus Summary (continued)
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fluctuate in response to changes in market and economic conditions, as well as
the financial condition and prospects of issuers in which the Portfolio invests.
The Fund will invest in foreign securities. Investments in foreign securities
incur higher costs than investments in U.S. securities, including higher costs
in making securities transactions as well as foreign government taxes which may
reduce the investment return of the Portfolio. In addition, foreign investments
may include additional risks associated with currency exchange rates, less
complete financial information about individual companies, less market liquidity
and political instability. See "Investment Objective and Management Policies."

   
      THE PORTFOLIO'S EXPENSES The following expense table lists the costs and
expenses an investor will incur either directly or indirectly as a shareholder
of the Portfolio, based on the maximum sales charge or maximum CDSC that may be
incurred at the time of purchase or redemption and the Portfolio's operating
expenses for its most recent fiscal year: 

Global Government Bond Portfolio              Class A  Class B  Class C  Class Y
    
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Shareholder Transaction Expenses
  Maximum sales charge imposed on purchases
    (as a percentage of offering price) .......  4.50%    None    None     None
  Maximum CDSC (as a percentage of original                               
    cost or redemption proceeds, whichever                                
    is lower) .................................  None*    4.50%   1.00%    None
                                                                          
Annual Portfolio Operating Expenses                                       
(as a percentage of average net assets)                                   
  Management fees .............................  0.75%    0.75%   0.75%    0.75%
  12b-1 fees** ................................  0.25     0.75    0.70     --
   
  Other expenses*** ...........................  0.26     0.31    0.29     0.09
                                                 ----     ----    ----     ----
Total Portfolio Operating Expenses ............  1.26%    1.81%   1.74%    0.84%
                                                 ====     ====    ====     ====
    
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   *Purchases of Class A shares, which when combined with current holdings of
Class A shares offered with a sales charge equal or exceed $500,000 in the
aggregate, will be made at net asset value with no sales charge, but will be
subject to a CDSC of 1.00% on redemptions made within 12 months.

   **Upon conversion of Class B shares to Class A shares, such shares will no
longer be subject to a distribution fee. Class C shares do not have a conversion
feature and, therefore, are subject to an ongoing distribution fee. As a result,
long-term shareholders of Class C shares may pay more than the economic
equivalent of the maximum front-end sales charge permitted by the National
Association of Securities Dealers, Inc. 

   
   ***The Portfolio has earned credits from the custodian which reduce service
fees incurred. If the credits are taken into consideration, the ratios of
expenses to average net assets for Class A, B, C and Y would be 1.24%, 1.78%,
1.71% and 0.81%, respectively.

      Class A shares of the Portfolio purchased through the Smith Barney
AssetOneSM Program will be subject to an annual asset-based fee, payable
quarterly, in lieu of the initial sales charge. The fee will vary to a maximum
of 1.50%, depending on the amount of assets held through the Program. For more
information, please call your Smith Barney Financial Consultant.
    

      The sales charge and CDSC set forth in the above table are the maximum
charges 


                                                                               7
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Prospectus Summary (continued)
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imposed on purchases or redemptions of Portfolio shares and investors may
actually pay lower or no charges, depending on the amount purchased and, in the
case of Class B shares, Class C shares and certain Class A shares, the length of
time the shares are held and whether the shares are held through the Smith
Barney 401(k) or ExecChoice(TM) Programs. See "Purchase of Shares" and
"Redemption of Shares." Smith Barney receives an annual 12b-1 service fee of
0.25% of the value of aver age daily net assets of Class A shares. Smith Barney
also receives with respect to Class B shares an annual 12b-1 fee of 0.75% of the
value of average daily net assets of that Class, consisting of a 0.50%
distribution fee and a 0.25% service fee. For Class C shares, Smith Barney
receives an annual 12b-1 fee of 0.70% of the value of average daily net assets
of this Class, consisting of a 0.45% distribution fee and a 0.25% service fee.
"Other expenses" in the above table include fees for shareholder services,
custodial fees, legal and accounting fees, printing costs and registration fees.
    

      EXAMPLE

      The following example is intended to assist an investor in understanding
the various costs that an investor in the Portfolio will bear directly or
indirectly. The example assumes payment by the Portfolio of operating expenses
at the levels set forth in the table above. See "Purchase of Shares,"
"Redemption of Shares" and "Management of the Fund."

   
Global Government Bond Portfolio             1 Year  3 Years  5 Years  10 Years*
--------------------------------------------------------------------------------
An investor would pay the following 
  expenses on a $1,000 investment, assuming 
  (1) 5.00% annual return and 
  (2) redemption at the end of each 
  time period:

     Class A                                    $57      $83    $111     $190
     Class B                                     63       87     108      198
     Class C                                     28       55      94      205
     Class Y                                      9       27      47      104
    

An investor would pay the following 
  expenses on the same investment, assuming
  the same annual return and no redemption:

   
     Class A                                    $57      $83    $111     $190
     Class B                                     18       57      98      198
     Class C                                     18       55      94      205
     Class Y                                      9       27      47      104
    
--------------------------------------------------------------------------------

   *Ten-year figures assume conversion of Class B shares to Class A shares at
the end of the eighth year following the date of purchase.

      The example also provides a means for the investor to compare expense
levels of funds with different fee structures over varying investment periods.
To facilitate such comparison, all funds are required to utilize a 5.00% annual
return assumption. However, the Portfolio's actual return will vary and may be
greater or less than 5.00%. This example should not be considered a
representation of past or future expenses and actual expenses may be greater or
less than those shown.


8
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Financial Highlights
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      The following information has been audited by KPMG Peat Marwick LLP,
independent auditors, whose report thereon appears in the Fund's annual report
dated October 31, 1996. The information set out below should be read in
conjunction with the financial statements and related notes that also appear in
the Fund's Annual Report to Shareholders, which is incorporated by reference
into the Statement of Additional Information. 
    

For a share of each class of capital stock outstanding 
throughout each    year    :

<TABLE>
<CAPTION>
   
Global Government Bond Portfolio          Year Ended October 31,              Year Ended December 31,
                                          ------------------------              -------------------------
Class A Shares                        1996(1)       1995      1994(2)        1993        1992       1991(3)
-----------------------------------------------------------------------------------------------------------
<S>                                  <C>         <C>         <C>           <C>         <C>         <C>     
Net Asset Value,
  Beginning of Year                $  12.30    $  11.68    $  12.92      $  11.84    $  12.90    $  12.00
-----------------------------------------------------------------------------------------------------------
Income (Loss) from Operations:
  Net Investment Income                  0.70        0.92*       0.69          0.83        1.00        0.35
  Net Realized and Unrealized Gain
  (Loss)                                 0.42        0.48       (1.28)         1.36       (0.90)       1.12
-----------------------------------------------------------------------------------------------------------
Total Income (Loss) from Operations      1.12        1.40       (0.59)         2.19        0.10        1.47
===========================================================================================================
Less Distributions From:
  Net Investment Income                 (0.87)      (0.78)      (0.23)        (0.52)      (0.97)      (0.44)
  Net Realized Gains(4)                  --          --          --           (0.59)      (0.19)      (0.13)
  Capital                                --          --         (0.42)         --          --          --
-----------------------------------------------------------------------------------------------------------
Total Distributions                     (0.87)      (0.78)      (0.65)        (1.11)      (1.16)      (0.57)
-----------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year       $  12.55    $  12.30    $  11.68      $  12.92    $  11.84    $  12.90
-----------------------------------------------------------------------------------------------------------
Total Return#                            9.41%      12.40%      (4.64)%++     19.13%       0.93%      12.42%++
-----------------------------------------------------------------------------------------------------------
Net Assets, End of Year (000)'s    $106,536    $123,917    $ 77,961      $107,415    $107,609    $ 99,855
-----------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
  Expenses(5)                            1.26%       1.38%       1.32%+        1.30%       1.36%       1.15%+
  Net Investment Income                  5.69        7.44        6.57+         6.67        7.72        8.26+
-----------------------------------------------------------------------------------------------------------
Portfolio Turnover Rate                   133%      195.4%      179.3%        119.1%      177.1%       63.5%
===========================================================================================================
    
</TABLE>

   
(1) Per share amounts have been calculated using the monthly average shares
    method, which more appropriately presents the per share data for the period
    since the use of the undistributed net investment income method does not
    accord with results of operations.

(2) For the period from January 1, 1994 to October 31, 1994.

(3) For the period from July 22, 1991 (inception date) to December 31, 1991.

(4) Distributions from net investment income include short-term capital gains,
    if any, for Federal income tax purposes.

(5) During the years ended October 31, 1996 and October 31, 1995, the Portfolio
    earned credits from the custodian which reduce service fees incurred. If the
    credits are taken into consideration, the ratio of expenses to average net
    assets for Class A would be 1.24% and 1.32%, respectively; prior year
    numbers have not been restated to reflect these credits.

*   Includes realized gains and losses from foreign currency transactions.
    

++  Total return is not annualized, as it may not be representative of the total
    return for the year.

+   Annualized.

#   Total returns do not reflect any applicable sales loads or contingent
    deferred sales charges.


                                                                               9
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Financial Highlights (continued)
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Global Government Bond Portfolio
Class B Shares                                        1996(1)       1995(2)
--------------------------------------------------------------------------------
Net Asset Value, Beginning of Year                $    12.26    $    11.57
--------------------------------------------------------------------------------
Income from Operations:
  Net Investment Income                                   0.63          0.78*
  Net Realized and Unrealized Gain                        0.42          0.57
--------------------------------------------------------------------------------
Total Income from Operations                              1.05          1.35
================================================================================
Less Distributions From:
  Net Investment Income                                  (0.81)        (0.66)
--------------------------------------------------------------------------------
Total Distributions                                      (0.81)        (0.66)
--------------------------------------------------------------------------------
Net Asset Value, End of Year                      $    12.50    $    12.26
--------------------------------------------------------------------------------
Total Return#                                             8.83%        11.97%++
--------------------------------------------------------------------------------
Net Assets, End of Year (000)'s                   $   25,970    $   35,159
--------------------------------------------------------------------------------
Ratios to Average Net Assets:
  Expenses(3)                                             1.81%         1.92%+
  Net Investment Income                                   5.15          6.65+
--------------------------------------------------------------------------------
Portfolio Turnover Rate                                    133%        195.4%
================================================================================

(1) Per share amounts have been calculated using the monthly average shares
    method, which more appropriately presents the per share data for the period
    since the use of the undistributed net investment income method does not
    accord with results of operations.

(2) For the period from November 18, 1994 (inception date) to October 31, 1995.

(3) During the years ended October 31, 1996 and October 31, 1995, the Portfolio
    earned credits from the custodian which reduce service fees incurred. If the
    credits are taken into consideration, the ratio of expenses to average net
    assets for Class B would be 1.78% and 1.86%+, respectively.

*   Includes realized gains and losses from foreign currency transactions.
    

++  Total return is not annualized, as it may not be representative of the total
    return for the year.

+   Annualized.

#   Total returns do not reflect any applicable sales loads or contingent
    deferred sales charges.


10
<PAGE>

--------------------------------------------------------------------------------
Financial Highlights (continued)
--------------------------------------------------------------------------------

   
Global Government Bond Portfolio
Class C Shares(1)                     1996(2)     1995      1994(3)     1993(4)
--------------------------------------------------------------------------------
Net Asset Value, Beginning of Year  $ 12.23   $ 11.68   $ 12.93     $ 11.83
--------------------------------------------------------------------------------
Income (Loss) from Operations:
  Net Investment Income                  0.64      0.85*     0.90        0.79
  Net Realized and Unrealized Gain
  (Loss)                                 0.41      0.42     (1.55)       1.37
--------------------------------------------------------------------------------
Total Income (Loss) from Operations      1.05      1.27     (0.65)       2.16
================================================================================
Less Distributions From:
  Net Investment Income                 (0.81)    (0.72)    (0.21)      (0.47)
  Net Realized Gains(5)                  --        --        --         (0.59)
  Capital                                --        --       (0.39)       --
--------------------------------------------------------------------------------
Total Distributions                     (0.81)    (0.72)    (0.60)      (1.06)
--------------------------------------------------------------------------------
Net Asset Value, End of Year        $ 12.47   $ 12.23   $ 11.68     $ 12.93
--------------------------------------------------------------------------------
Total Return#                            8.90%    11.25%    (5.09)%++   18.89%++
--------------------------------------------------------------------------------
Net Assets, End of Year (000)'s     $ 3,986   $ 4,141   $ 5,835     $ 4,972
--------------------------------------------------------------------------------
Ratios to Average Net Assets:
  Expenses(6)                            1.74%     1.84%     1.80%+      1.74%+
  Net Investment Income                  5.22      7.15      6.05+       6.28+
--------------------------------------------------------------------------------
Portfolio Turnover Rate                   133%   195.4%   179.3%     119.1%
================================================================================

(1) On November 7, 1994, the former Class B Shares were renamed Class C Shares.

(2) Per share amounts have been calculated using the monthly average shares
    method, which more appropriately presents the per share data for the period
    since the use of the undistributed net investment income method does not
    accord with results of operations.

(3) For the period from January 1, 1994 to October 31, 1994.

(4) For the period from January 4, 1993 (inception date) to December 31, 1993.

(5) Distributions from net investment income include short-term capital gains,
    if any, for Federal income tax purposes.

(6) During the years ended October 31, 1996 and October 31, 1995, the Portfolio
    earned credits from the custodian which reduce service fees incurred. If the
    credits are taken into consideration, the ratio of expenses to average net
    assets for Class C would be 1.71% and 1.78%, respectively; prior year
    numbers have not been restated to reflect these credits.
    

+   Annualized.

++  Total return is not annualized, as it may not be representative of the total
    return for the year.

#.  Total returns do not reflect any applicable sales loads or contingent
    deferred sales charges.

   
*   Includes realized gains and losses from foreign currency transactions.
    


                                                                              11
<PAGE>

--------------------------------------------------------------------------------
Financial Highlights (continued)
--------------------------------------------------------------------------------

   
Global Government Bond Portfolio
Class Y Shares(1)                     1996(2)     1995      1994(3)     1993(4)
--------------------------------------------------------------------------------
Net Asset Value, Beginning of Year  $  12.14  $ 11.68   $ 12.93     $ 11.97
--------------------------------------------------------------------------------
Income (Loss) from Operations:
  Net Investment Income                   0.73     0.78*     0.76        0.69
  Net Realized and Unrealized Gain
  (Loss)                                  0.42     0.49     (1.35)       1.23
--------------------------------------------------------------------------------
Total Income (Loss) from Operations       1.15     1.27     (0.59)       1.92
================================================================================
Less Distributions From:
  Net Investment Income                  (0.90)   (0.81)    (0.23)      (0.37)
  Net Realized Gains(5)                   --       --        --         (0.59)
  Capital                                 --       --       (0.43)       --
--------------------------------------------------------------------------------
Total Distributions                      (0.90)   (0.81)    (0.66)      (0.96)
--------------------------------------------------------------------------------
Net Asset Value, End of Year        $  12.39  $ 12.14   $ 11.68     $ 12.93
--------------------------------------------------------------------------------
Total Return#                             9.82%   11.27%    (4.62)%++   16.49%++
--------------------------------------------------------------------------------
Net Assets, End of Year (000)'s     $ 15,105  $    62   $ 3,202     $   371
--------------------------------------------------------------------------------
Ratios to Average Net Assets:
  Expenses(6)                             0.84%    0.98%     1.23%+      1.20%+
  Net Investment Income                   6.12     6.38      6.76+       6.73+
--------------------------------------------------------------------------------
Portfolio Turnover Rate                    133%  195.4%   179.3%     119.1%
================================================================================

(1) On November 7, 1994, the former Class C shares were renamed Class Y shares.

(2) Per share amounts have been calculated using the monthly average shares
    method, which more appropriately presents the per share data for the period
    since the use of the undistributed net investment income method does not
    accord with results of operations.

(3) For the period from January 1, 1994 to October 31, 1994.

(4) For the period from February 19, 1993 (inception date) to December 31, 1993.

(5) Distributions from net investment income include short-term capital gains,
    if any, for Federal income tax purposes.

(6) During the years ended October 31, 1996 and October 31, 1995, the Portfolio
    earned credits from the custodian which reduce service fees incurred. If the
    credits are taken into consideration, the ratio of expenses to average net
    assets for Class Y would be 0.81% and 0.93%, respectively; prior year
    numbers have not been restated to reflect these credits.
    

+   Annualized.

++  Total return is not annualized, as it may not be representative of the total
    return for the year.

#   Total returns do not reflect any applicable sales loads or contingent
    deferred sales charges.

   
*   Includes realized gains and losses from foreign currency transactions.
    


12
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies
--------------------------------------------------------------------------------

      The investment objective of the Portfolio is to provide as high a level of
current income and capital appreciation as is consistent with its policy of
investing principally in high quality bonds of the United States and foreign
governments. There can be no assurance that the investment objective of the
Portfolio will be achieved.

   
      Under normal market conditions, the Portfolio invests at least 65% of its
total assets in bonds issued or guaranteed by the United States or foreign
governments (including foreign states, provinces, cantons and municipalities) or
their agencies, authorities, or instrumentalities denominated in various
currencies, including U.S. dollars, or in multinational currency units, such as
the European Currency Unit ("ECU"). Except with respect to government securities
of less developed countries (see below), the Portfolio invests in foreign
government securities only if the issue or the issuer thereof is rated in the
two highest rating categories by Moody's Investors Service, Inc. ("Moody's") or
Standard & Poor's Ratings Group ("S&P") (see "Appendix -- Ratings of Debt
Obligations" in the Statement of Additional Information), or if unrated, are of
comparable quality in the determination of the investment adviser.
    

      Consistent with its investment objective, under normal circumstances the
Portfolio may invest up to 35% of its total assets in debt obligations
(including debt obligations convertible into common stock) of United States or
foreign corporations and financial institutions and supranational entities.
Supranational entities are international organizations, organized or supported
by government entities to promote economic reconstruction or development and by
international banking institutions and related government agencies. The
supranational entities in which the Portfolio may invest are the World Bank, The
Asian Development Bank, the European Economic Community, the European Investment
Bank, the European Coal and Steel Community, Eurofima, Euratom, Council of
Europe, the European Bank for Construction and Development, the International
Finance Corporation and the Nordic Investment Bank. Any non-government
investment would be limited to issues that are rated A or better by Moody's or
S&P, or if not rated, are determined by the investment adviser to be of
comparable quality. For certain risks associated with investments in foreign
issues, see "Risk Factors."

   
      The Portfolio is organized as a non-diversified series and currently
contemplates investing primarily in obligations of the U.S. and of developed
nations (i.e., industrialized countries) which the investment adviser believes
to pose limited credit risks. These countries currently are Australia, Austria,
Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy, Japan,
Luxembourg, Netherlands, New Zealand, Norway, Portugal, Spain, Sweden,
Switzerland and The United Kingdom. The Portfolio also will invest in
securities denominated in the currencies of such countries or in multinational
currency units. Under normal market conditions the Portfolio invests at least
65% of its assets in issues of not less 
    


                                                                              13
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

   
than three different countries; issues of any one country (other than the United
States) will represent no more than 45% of the Portfolio's total assets.
Allocation of the Portfolio's investments will depend upon the relative
attractiveness of the global markets and particular issuers. Concentration of
the Portfolio's assets in one or a few countries or currencies will subject the
Portfolio to greater risks than if the Portfolio's assets were not
geographically concentrated.
    

      In seeking to achieve its investment objective of high current income, the
investment adviser considers and compares the relative yields of obligations of
various developed nations; whereas, in seeking to achieve its objective of
capital appreciation, it considers all of the following factors, especially
changes in currency values against the U.S. dollar. The investment manager
allocates the Portfolio's assets among securities of countries and in currency
denominations where opportunities for meeting the Portfolio's investment
objective are expected to be the most attractive. The investment manager selects
securities of particular issuers on the basis of its views as to the best values
then currently available in the marketplace. Such values are a function of
yield, maturity, issue classification and quality characteristics, coupled with
expectations regarding the local and world economies, movements in the general
level and term of interest rates, currency values, political developments, and
variations of the supply of funds available for investment in the world bond
market relative to the demands placed upon it. The investment manager generally
evaluates currencies on the basis of fundamental economic criteria (e.g.,
relative inflation and interest rate levels and trends, growth rate forecasts,
balance of payments status and economic policies) as well as technical and
political data. If the currency in which a security is denominated appreciates
against the U.S. dollar, the dollar value of the security will increase, and
conversely, a decline in the exchange rate of the currency normally would
adversely affect the value of the security expressed in dollars. Similarly, a
decline in interest rates on debt obligations generally increases the value of
debt obligations, and conversely, an increase in interest rates generally
decreases the value of such obligations.

   
      Investments may be made from time to time in government securities,
including loan assignments and loan participations, of less developed countries.
Such countries currently include Argentina, Brazil, Bulgaria, Czech Republic,
Ecuador, Hungary, Indonesia, Lithuania, Malaysia, Mexico, Peru, Philippines,
Poland, Russia, Slovakia, South Africa, Thailand, Turkey, Uruguay and Venezuela.
Countries may be added to or deleted from this list as economic and political
conditions warrant. Historical experience indicates that the markets of less
developed countries have been more volatile than the markets of the more mature
economies of developed countries; however, such markets often provide rates of
return to investors commensurate with the credit and market risks. The
investment adviser does not intend to invest more than 10% of the Portfolio's
assets in the government securities of less developed countries and will not
invest more than 5% of the 
    


14
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

   
Portfolio's assets in the government securities of any one such country. Such
investments may be unrated or rated below investment grade or may be in default.
Securities rated below investment grade (and comparable unrated securities) are
the equivalent of high yield, high risk 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, and political
conditions, whether or not occurring within the issuers' borders.
    

      During times when the investment manager believes a temporary defensive
posture in the market is warranted, including times involving international
political or economic uncertainty, the Portfolio may hold cash (U.S. dollars and
foreign currencies) and/or invest any portion or all of its assets in high
quality money market instruments. It is impossible to predict when or for how
long the Portfolio will employ defensive strategies. The Portfolio also may
temporarily hold cash (U.S. dollars and foreign currencies) and may, pending
investment of proceeds from new sales of Portfolio shares, invest all or a
portion of its assets in high quality money market instruments or, to meet
ordinary daily cash needs, also invest in the latter, but only up to 35% of its
assets. High quality money market instruments in which the Portfolio may invest
include, but are not limited to, the following instruments of U.S. or foreign
issuers that are rated in one of the two highest ratings categories of Moody's
or S&P (see "Appendix of Debt Obligations" in the Statement of Additional
Information), or if unrated, are of comparable quality in the determination of
the investment adviser: short-term government securities; commercial paper; bank
certificates of deposit; time deposits; and bankers' acceptances; and
repurchase agreements related to any of the foregoing.

   
      When-Issued and Delayed Delivery Securities. The Portfolio may purchase or
sell securities on a when-issued or delayed delivery basis. When-issued or
delayed delivery transactions arise when securities are purchased or sold by the
Port folio with payment and delivery taking place in the future in order to
secure what is considered to be an advantageous price and yield to the Portfolio
at the time of entering into the transaction. The Fund's Custodian will
maintain, in a segregated account of the Portfolio, cash, debt securities of any
grade or equity securities, having a value equal to or greater than the
Portfolio's purchase commitments, provided such securities have been determined
by the Manager to be liquid and unencumbered, and are marked to market daily,
pursuant to guidelines established by the Directors. The Custodian will likewise
segregate securities sold on a delayed basis. The payment obligations and the
interest rates that will be received are each fixed at the time the Portfolio
enters into the commitment and no interest accrues to the Portfolio until
settlement. Thus, it is possible that the market value at the time of settlement
could be higher or lower than the purchase price if the general level of
interest rates has changed.
    


                                                                              15
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

      Repurchase Agreements. The Portfolio may on occasion enter into repurchase
agreements, wherein the seller agrees to repurchase a security from the
Portfolio at an agreed-upon future date, normally the next business day. The
resale price is greater than the purchase price, which reflects the agreed-upon
rate of return for the period the Portfolio holds the security and which is not
related to the coupon rate on the purchased security. The Portfolio requires
continual main tenance of the market value of the collateral in amounts at least
equal to the resale price, thus risk is limited to the ability of the seller to
pay the agreed-upon amount on the delivery date; however, if the seller
defaults, realization upon the collateral by the Portfolio may be delayed or
limited or the Portfolio might incur a loss if the value of the collateral
securing the repurchase agreement declines and might incur disposition costs in
connection with liquidating the collateral. The Portfolio will only enter into
repurchase agreements with broker/dealers or other financial institutions that
are deemed creditworthy by the Manager under guidelines approved by the Board of
Directors. It is the policy of the Fund not to invest in repurchase agreements
that do not mature within seven days if any such investment together with any
other illiquid assets held by the Portfolio amount to more than 10% of the
Portfolio's total assets.

      Securities Lending. The Portfolio may seek to increase its investment
income by lending its securities to unaffiliated brokers, dealers and other
financial institutions, provided such loans are callable at any time and are
continuously secured by cash, U.S. Government securities or other liquid,
high-grade debt securities equal to no less than the market value, determined
daily, of the securities loaned. Management will limit such lending to not more
than one-third of the value of the Portfolio's total assets. The risks in
lending portfolio securities, as with other extensions of secured credit,
consist of 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 only be made to borrowers whom the
investment adviser deems to be of good standing and will not be made unless, in
the judgment of the investment adviser, the consideration to be earned from such
loans would justify the risk.

   
      Loan Participations and Assignments. The Portfolio may invest a portion of
its assets in loan participations ("Participations"). By purchasing a
Participation, the Portfolio acquires some or all of the interest of a bank or
other lending institution in a loan to a corporate or government borrower. The
Participations typically will result in the Portfolio having a contractual
relationship only with the lender and not with the borrower. The Portfolio will
have the right to receive payments of principal, interest and any fees to which
it is entitled only from the lender selling the Participation and only upon
receipt by the lender of the payments from the borrower. In connection with
purchasing Participations, the Portfolio generally will have no right to enforce
compliance by the borrower with the terms of the loan 
    


16
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

   
agreement relating to the loan, nor any rights of set-off against the borrower,
and the Portfolio may not directly benefit from any collateral supporting the
loan in which it has purchased the Participation. As a result, the Portfolio
will assume the credit risk of both the borrower and the lender that is selling
the Participation. In the event of the insolvency of the lender selling a
Participation, the Portfolio may be treated as a general creditor of the lender
and may not benefit from any set-off between the lender and the borrower. The
Portfolio will acquire Participations only if the lender interpositioned between
the Portfolio and the borrower is determined by management to be creditworthy.

      The Portfolio may also invest in assignments of portions of loans from
third parties ("Assignments"). When it purchases Assignments from lenders, the
Portfolio will acquire direct rights against the borrower on the loan. However,
since Assignments are arranged through private negotiations between potential
assignees and assignors, the rights and obligations acquired by the Portfolio as
the purchaser of an Assignment may differ from, and be more limited than, those
held by the assigning lender.

      The Portfolio may have difficulty disposing of Assignments and
Participations. The liquidity of such securities is limited and, the Portfolio
anticipates that such securities could be sold only to a limited number of
institutional investors. The lack of a liquid secondary market could have an
adverse impact on the value of such securities and on the Portfolio's ability to
dispose of particular Assignments or Participations when necessary to meet the
Portfolio's liquidity needs or in response to a specific economic event, such as
a deterioration in the creditworthiness of the borrower. The lack of a liquid
secondary market for Assignments and Participations also may make it more
difficult for the Portfolio to assign a value to those securities for purposes
of valuing the Portfolio's portfolio and calculating its net asset value.
    

      Options, Futures and Currency Strategies. The Portfolio may use forward
currency contracts and certain options and futures strategies to attempt to
hedge its portfolio, i.e., reduce the overall level of investment risk normally
associated with the Portfolio. There can be no assurance that such efforts will
succeed. These hedging techniques are described below and are further detailed
in the Statement of Additional Information.

      In order to assure that the Portfolio will not be deemed to be a
"commodity pool" for purposes of the Commodity Exchange Act, regulations of the
Commodity Futures Trading Commission ("CFTC") require that the Portfolio enter
into transactions in futures contracts and options on futures contracts only
(i) for bona fide hedging purposes (as defined in CFTC regulations), or (ii) for
non-hedging purposes, provided that the aggregate initial margin and premiums on
such non-hedging positions does not exceed 5% of the liquidation value of the
Portfolio's assets. The Portfolio, however, does not intend to use such
instruments for non-hedging purposes.


                                                                              17
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

      To attempt to hedge against adverse movements in exchange rates between
currencies, the Portfolio may enter into forward currency contracts for the
purchase or sale of a specified currency at a specified future date. Such
contracts may involve the purchase or sale of a foreign currency against the
U.S. dollar or may involve two foreign currencies. The Portfolio may enter into
forward currency contracts either with respect to specific transactions or with
respect to its portfolio positions. For example, when the Portfolio anticipates
making a purchase or sale of a security, it may enter a forward currency
contract in order to set the rate (either relative to the U.S. dollar or another
currency) at which a currency exchange transaction related to the purchase or
sale will be made ("transaction hedging"). Further, when the investment manager
believes that a particular currency may decline compared to the U.S. dollar or
another currency, the Portfolio may enter into a forward contract to sell the
currency the investment manager expects to decline in an amount approximating
the value of some or all of the Portfolio's securities denominated in that
currency, or when the investment manager believes that one currency may decline
against a currency in which some or all of the portfolio securities held by the
Portfolio are denominated, it may enter into a forward contract to buy the
currency expected to decline for a fixed amount ("position hedging"). In this
situation, the Portfolio may, in the alternative, enter into a forward contract
to sell a different currency for a fixed amount of the currency expected to
decline where the investment manager believes that the value of the currency to
be sold pursuant to the forward contract will fall whenever there is a decline
in the value of the currency in which portfolio securities of the the Portfolio
are denominated ("cross hedging"). The Fund's custodian places cash or U.S.
Government securities or other high-quality debt securities denominated in
certain currencies in a separate account of the Portfolio having a value equal
to the aggregate amount of the Portfolio's commitments under forward contracts
entered into with respect to position hedges and cross-hedges. If the value of
the securities placed in a separate account declines, additional cash or
securities are placed in the account on a daily basis so that the value of the
account will equal the amount of the Portfolio's commitments with respect to
such contracts.

      For hedging purposes, the Portfolio may write covered call options and
purchase put and call options on currencies to hedge against movements in
exchange rates and on debt securities to hedge against the risk of fluctuations
in the prices of securities held by the Portfolio or which the investment
manager intends to include in its portfolio. The Portfolio also may use interest
rate futures contracts and options thereon to hedge against changes in the
general level of interest rates.

      The Portfolio may write call options on securities and currencies only if
they are covered, and such options must remain covered so long as the Portfolio
is obligated as a writer. A call option written by the Portfolio is "covered" if
the Portfolio owns the securities or currency underlying the option or has an
absolute 


18
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

and immediate right to acquire that security or currency without additional cash
consideration (or for additional cash consideration held in a segregated account
by its custodian) upon conversion or exchange of other securities or currencies
held in its portfolio. A call option is also covered if the Portfolio holds on a
share-for-share basis a call on the same security or holds a call on the same
currency as the call written where the exercise price of the call held is equal
to or less than the exercise price of the call written or greater than the
exercise price of the call written if the difference is maintained by the
Portfolio in cash, Treasury bills or other high-grade, short-term obligations in
a segregated account with its custodian.

      Although the Portfolio might not employ the use of forward currency
contracts, options and futures, the use of any of these strategies would involve
certain investment risks and transaction costs to which it might not otherwise
be subject. These risks include: dependence on the investment manager's ability
to predict movements in the prices of individual debt securities, fluctuations
in the general fixed-income markets and movements in interest rates and currency
markets; imperfect correlation between movements in the price of currency,
options, futures contracts or options thereon and movements in the price of the
currency or security hedged or used for cover; the fact that skills and
techniques needed to trade options, futures contracts and options thereon or to
use forward currency contracts are different from those needed to select the
securities in which the Portfolio invests; lack of assurance that a liquid
market will exist for any particular option, futures contract or option thereon
at any particular time and the possible need to defer or accelerate closing out
certain options, futures contracts and options thereon in order to continue to
qualify for the beneficial tax treatment afforded "regulated investment
companies" under the Internal Revenue Code of 1986, as amended (the "Code"). See
"Dividends, Distributions and Taxes."

      The Portfolio's investment objective may be changed only by the "vote of a
majority of the outstanding voting securities" as defined in the Investment
Company Act of 1940 (the "1940 Act"). The Portfolio's investment policies are
non-fundamental and, as such, may be changed by the Board of Directors, provided
such change is not prohibited by the investment restrictions (which are set
forth below and in the Statement of Additional Information) or applicable law,
and any such change will first be disclosed in the then current prospectus.

      RISK FACTORS

   
      Investors should realize that risk of loss is inherent in the ownership of
any securities and that the Portfolio's net asset value will fluctuate,
reflecting fluctuations in the market value of its portfolio positions. The
value of the fixed-income securities held by the Portfolio generally fluctuates
inversely with interest rate movements. The Portfolio normally will invest in a
substantial number of issuers; however, the Port folio has registered under the
1940 Act as a "non-
    


                                                                              19
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

   
diversified" fund so that it will be able to invest more than 5% of its assets
in high quality, fixed-income obligations of an issuer. Since, as a
"non-diversified" fund, the Portfolio is permitted to invest a greater
proportion of its assets in the securities of a smaller number of issuers, the
Portfolio may be subject to greater credit and liquidity risks with respect to
its individual portfolio than a fund that is more broadly diversified. In
addition, concentration of the Portfolio's assets in one or a few countries or
currencies will subject the Portfolio to greater risks than if the Portfolio's
assets were not geographically concentrated.

      According to Smith Barney Global Capital Management, Inc. ("Global
Capital"), which will furnish the investment manager with advice with respect to
investments in the Portfolio (see "Management of the Fund"), as of
 
    
   December 31,1995 over 50% of the value of all outstanding 
government debt obligations throughout the world was represented by 
obligations denominated in currencies
other than the U.S. dollar. Moreover, from time to time, primarily because of
the U.S. dollar--domestic currency exchange rate and differing demand--supply
relationships, the debt securities of issuers located outside the U.S. have
substantially outperformed the debt obligations of U.S. issuers in U.S. dollar
terms. Accordingly, the investment manager believes that the Portfolio's policy
of investing in debt securities of issuers throughout the world may enable it to
produce U.S. dollar-based returns greater than those produced by funds investing
solely in domestic debt securities.
    

      Nonetheless, foreign investing does entail certain risks, such as the
Portfolio's income may be subject to foreign withholding taxes (see "Dividends,
Distributions and Taxes"), foreign brokerage fees generally are higher than in
the United States, and the potential difficulty in enforcing contractual
obligations outside the U.S. The securities of non-U.S. issuers generally will
not be registered with, nor will the issuers thereof be subject to, the
reporting requirements of the U.S. Securities and Exchange Commission.
Accordingly, there may be less publicly available information about foreign
securities and issuers than is available about domestic securities and issuers.
With respect to some foreign countries, there is the possibility of
expropriation or confiscatory taxation, limitations on the removal of funds or
other assets of the Portfolio, political or social instability, or diplomatic
developments that could affect the Portfolio's investments in those countries.
In addition, foreign companies generally are not subject to uniform accounting,
auditing and financial reporting standards, practices and requirements
comparable to those applicable to domestic companies. Securities of some foreign
companies are less liquid and their prices may be more volatile than securities
of comparable domestic companies. Moreover, individual foreign economies may
differ favorably or unfavorably from the United States economy in such respects
as growth of gross national product, rate of inflation, rate of savings and
capital reinvestment, resource self-sufficiency and balance of payments
positions. Global Capital will rely on its worldwide financial and investment
expertise to attempt to limit these risks.


20
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

      Since the Portfolio may invest substantially in securities denominated in
currencies other than the U.S. dollar, and since the Portfolio may hold foreign
currencies, the Portfolio will be affected favorably or unfavorably by exchange
control regulations or changes in the exchange rates between such currencies and
the U.S. dollar. Changes in currency exchange rates will influence the value of
the Portfolio's shares and also may affect the value of dividends and interest
earned by the Portfolio and gains and losses it realizes. Exchange rates are
determined by the forces of supply and demand in the foreign exchange markets.
These forces are affected by the international balance of payments and other
economic and financial conditions, government intervention and speculation.

   
      One or more of the risks discussed above could affect adversely the
economy of a developing market or the Portfolio'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 were never finally settled. There can be no
assurance that any investments that the Portfolio 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 Portfolio could lose its entire
investment in the market involved. Moreover, changes in the leadership of
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.
    

      PORTFOLIO TURNOVER

   
      Although it is anticipated that most investments of the Portfolio will be
long-term in nature, the rate of portfolio turnover will depend upon market and
other conditions, and it will not be a limiting factor when the investment
manager believes that portfolio changes are appropriate. Higher portfolio
turnover rates can result in corresponding increases in Portfolio expenses. See
"Financial Highlights" for the Portfolio's annual turnover rate during each year
since inception.
    

      INVESTMENT RESTRICTIONS

      The following investment restrictions and those described in the Statement
of Additional Information are fundamental policies of the Portfolio that may be
changed only by the "vote of a majority of the outstanding securities" as
defined in the 1940 Act. The Portfolio may not: 1. Borrow money, except from
banks for temporary or emergency purposes not in excess of 33 1/3% of the value
of the Portfolio's total assets. Whenever such borrowings exceed 5% of the value
of the Portfolio's total assets, the Portfolio will not make any additional
investments. This restriction shall not prevent the Portfolio from entering into
reverse repurchase agreements, provided that reverse 


                                                                              21
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

   
repurchase agreements and any other transactions constituting borrowing by the
Portfolio may not exceed one-third of the Portfolio's total assets. In the event
that the asset coverage falls below 300%, the Portfolio would reduce, within
three days (excluding Saturdays, Sundays and holidays), the amount of its
borrowings in order to provide for 300% asset coverage; and 2. Acquire
securities subject to restrictions on disposition or securities for which there
is no readily available market; enter into repurchase agreements, or purchase
time deposits or variable amount master demand notes, if any of the foregoing
have a term or demand feature of more than seven days; or purchase OTC options
or set aside assets to cover OTC options written by the Portfolio if,
immediately after and as a result, the value of such securities would exceed, in
the aggregate, 10% of the Portfolio's total assets. Subject to this limitation,
the Fund's Board of Directors has authorized the Portfolio to invest in
restricted securities if such investment is consistent with the Portfolio's
investment objective and has authorized such securities to be considered to be
liquid to the extent the investment adviser determines on a daily basis that
there is a liquid institutional market for such securities. The Board of
Directors retains ultimate ongoing responsibility for the determination that a
restricted security is liquid. To the extent the Port folio invests in
restricted securities that are deemed liquid, the general level of illiquidity
in the Portfolio may be increased if qualified institutional buyers become
uninterested in purchasing these securities or the market for these securities
contracts. To the extent such restricted securities revert to illiquid status
subsequent to the Portfolio's purchase, the Board of Directors will consider
appropriate remedies to maximize the Portfolio's liquidity and its ability to
meet redemption demands.
    

--------------------------------------------------------------------------------
Valuation of Shares
--------------------------------------------------------------------------------

      The Portfolio's net asset value per share is determined as of the close of
regular trading on the NYSE, on each day that the NYSE is open, by dividing the
value of the Portfolio's net assets attributable to each Class by the total
number of shares of the Class outstanding.

      Securities owned by the Portfolio for which market quotations are readily
available are valued at current market value or, in their absence, at fair
value. Securities traded on an exchange are valued at last sales prices on the
principal exchange on which each such security is traded, or if there were no
sales on that exchange on the valuation date, the last quoted sale, up to the
time of valuation, on the other ex changes. If instead there were no sales on
the valuation date with respect to these securities, such securities are valued
at the mean of the latest published closing bid and asked prices.
Over-the-counter securities are valued at last sales price or, if there were no
sales that day, at the mean between the bid and asked prices. Options, futures
contracts and options thereon that are traded on exchanges are also valued at
last sales 


22
<PAGE>

--------------------------------------------------------------------------------
Valuation of Shares (continued)
--------------------------------------------------------------------------------

prices as of the close of the principal exchange on which each is listed or if
there were no such sale on the valuation date, the last quoted sale, up to the
time of valuation, on the other exchanges. In the absence of any sales on the
valuation date, valuation shall be the mean of the latest closing bid and asked
prices. Securities with a remaining maturity of 60 days or less are valued at
amortized cost where the Board has deter mined that amortized cost is fair
value. Premiums received on the sale of call options will be included in the
Portfolio's net assets, and current market value of such options sold by the
Portfolio will be subtracted from the Portfolio's net assets. Any other
investments of the Portfolio, including restricted securities and listed
securities for which there is a thin market or that trade infrequently, (i.e.,
securities for which prices are not readily available) are valued at a fair
value determined by the Board of Directors in good faith. This value generally
is determined as the amount that the Portfolio could reasonably expect to
receive from an orderly disposition of these assets over a reasonable period of
time but in no event more than seven days. The value of any security or
commodity denominated in a currency other than U.S. dollars will be converted
into U.S. dollars at the prevailing market rate as determined by the investment
adviser.

      Foreign securities trading may not take place on all days on which the
NYSE is open. Further, trading takes place in various foreign markets on days on
which the NYSE is not open. Accordingly, the determination of the net asset
value of the Port folio may not take place contemporaneously with the
determination of the prices of investments held by such Portfolio. Events
affecting the values of investments that occur between the time their prices
are determined and 4:00 P.M. on each day that the NYSE is open will not be
reflected in the Portfolio's net asset value unless the investment adviser,
under the supervision of the Fund's Board of Directors, determines that the
particular event would materially affect net asset value. As a result, the
Portfolio's net asset value may be significantly affected by such trading on
days when a shareholder has no access to the Portfolio.

--------------------------------------------------------------------------------
Dividends, Distributions and Taxes
--------------------------------------------------------------------------------

      DIVIDENDS AND DISTRIBUTIONS

      The Fund declares and pays monthly income dividends on shares of the
Portfolio and makes annual distributions of capital gains, if any, on such
shares.

      If a shareholder does not otherwise instruct, dividends and capital gain
distributions will be reinvested automatically in additional shares of the same
Class at net asset value, subject to no sales charge or CDSC.

      Income dividends and capital gain distributions that are invested are
credited to shareholders' accounts in additional shares at the net asset value
as of the close of business on the payment date. A shareholder may change the
option at any time by 


                                                                              23
<PAGE>

--------------------------------------------------------------------------------
Dividends, Distributions and Taxes (continued)
--------------------------------------------------------------------------------

notifying his or her Smith Barney Financial Consultant. Accounts held directly
by First Data should notify First Data in writing at least five business days
prior to the payment date to permit the change to be entered in the
shareholder's account.

      The per share dividends on Class B and Class C shares of the Portfolio
may be lower than the per share dividends on Class A and Class Y shares
principally as a result of the distribution fee applicable with respect to Class
B and Class C shares. The per share dividends on Class A shares of the Portfolio
may be lower than the per share dividends on Class Y shares principally as a
result of the service fee applicable to Class A shares. Distributions of
capital gains, if any, will be in the same amount for Class A, Class B, Class C
and Class Y shares.

      TAXES

      The Portfolio intends to qualify as a regulated investment company under
Subchapter M of the Code to be relieved of Federal income tax on that part of
its net investment income and realized capital gains which it pays out to its
share holders. To qualify, the Portfolio must meet certain tests, including
distributing at least 90% of its investment company taxable income, and deriving
less than 30% of its gross income from the sale or other disposition of certain
investments held for less than three months.

      Dividends from net investment income and distributions of realized
short-term capital gains on the sale of securities, whether paid in cash or
automatically invested in additional shares of the Portfolio, are taxable to
shareholders as ordinary in come. The Portfolio's dividends will not qualify for
the dividends received deduction for corporations. Dividends and distributions
declared by the Port folio may also be subject to state and local taxes.
Distributions out of net long-term capital gains (i.e., net long-term capital
gains in excess of net short-term capital losses) are taxable to shareholders as
long-term capital gains. Information as to the tax status of dividends paid or
deemed paid in each calendar year will be mailed to share holders as early in
the succeeding year as practical but not later than January 31.

      Under Internal Revenue Code sections 988 and 1256, unrealized gains
(losses) from certain foreign currency positions are treated as ordinary income
(loss) at year end. Due to the uncertainty during the taxable year surrounding
the amount that might ultimately be treated as a net ordinary loss under these
rules, dividends made during the year may have to be reclassified as
distributions of short-term capital gain at the end of the year. Distributions
of short-term capital gain and net investment income will generally be treated
as ordinary income to shareholders for tax purposes.

      Income received by the Portfolio from sources within foreign countries may
be subject to withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. It is impossible to determine the rate of foreign tax in
advance since the amount 


24
<PAGE>

--------------------------------------------------------------------------------
Dividends, Distributions and Taxes (continued)
--------------------------------------------------------------------------------

of the Portfolio's assets to be invested in various countries is not known. Such
foreign taxes would reduce the income of the Portfolio distributed to
shareholders.

      If, at the end of the Portfolio's taxable year, more than 50% of the value
of the Portfolio's total assets consists of stock or securities of foreign
corporations, the Portfolio may make an election pursuant to which foreign
income taxes paid by it will be treated as paid directly by its shareholders.
Because, under normal market conditions, the Portfolio will invest at least 65%
of its total assets in securities issued or guaranteed by the United States or
foreign governments or their agencies, authorities or instrumentalities, it is
not likely that the Portfolio will be eligible to make this election. If the
Portfolio were entitled to and did make such an election, the amount of such
foreign taxes would be included in the income of shareholders, and a shareholder
other than a foreign corporation or non-resident alien individual could claim
either a credit or, provided the shareholder itemizes deductions, a deduction
for U.S. federal income tax purposes for such foreign taxes. The amount of
foreign taxes for which a shareholder can claim a credit in any year is
generally subject to limitation, including a separate limitation for "passive
income," which includes, among other items, dividends, interest and certain
foreign currency gains.

      In determining gain or loss, a shareholder who redeems or exchanges shares
in the Portfolio within 90 days of the acquisition of such shares will not be
entitled to include in tax basis the sales charges incurred in acquiring such
shares to the extent of any subsequent reduction in sales charges for investing
in the Portfolio or a different Portfolio of the Fund, such as pursuant to the
rights discussed in "Exchange Privilege."

      The Fund is required to withhold and remit to the U.S. Treasury 31% of
dividends, distributions and redemption proceeds to shareholders who fail to
provide a correct taxpayer identification number (the Social Security number in
the case of an individual) or to make the required certifications, or who have
been notified by the Internal Revenue Service that they are subject to backup
withholding and who are not otherwise exempt. The 31% withholding tax is not an
additional tax, but is creditable against a shareholder's federal income tax
liability.

      Prior to investing in shares of the Portfolio, investors should consult
with their tax advisors concerning the federal, state and local tax consequences
of such an investment.

--------------------------------------------------------------------------------
Purchase of Shares
--------------------------------------------------------------------------------

      GENERAL

      The Portfolio offers four Classes of shares. Class A shares are sold to
investors with an initial sales charge and Class B and Class C shares are sold
without an initial sales charge but are subject to a CDSC payable upon certain
redemptions. 


                                                                              25
<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

   
Class Y shares are sold without an initial sales charge or CDSC and are
available only to investors investing a minimum of $5,000,000 (except for
purchases of Class Y shares by Smith Barney Concert Series Inc., for which there
is no minimum purchase amount). See "Prospectus Summary-Alternative Purchase
Arrangements" for a discussion of factors to consider in selecting which Class
of shares to purchase.
    

      Purchases of Portfolio shares must be made through a brokerage account
maintained with Smith Barney, an Introducing Broker or an investment dealer in
the selling group. In addition, certain investors, including qualified
retirement plans and certain institutional investors, may purchase shares
directly from the Fund through First Data. When purchasing shares of the
Portfolio, investors must specify whether the purchase is for Class A, Class B,
Class C or Class Y shares. No maintenance fee will be charged by the Fund in
connection with a brokerage account through which an investor purchases or holds
shares.

   
      Investors in Class A, Class B and Class C shares may open an account by
making an initial investment of at least $1,000 for each account, or $250 for an
IRA or a Self-Employed Retirement Plan in the Portfolio. Investors in Class Y
shares may open an account by making an initial investment of $5,000,000.
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 investment requirement for Class A,
Class B and Class C shares and the subsequent investment requirement for all
Classes in the Portfolio is $25. For shareholders purchasing shares of the
Portfolio through the Systematic Investment Plan on a monthly basis, the minimum
initial investment requirement for Class A, Class B and Class C shares and the
subsequent investment requirement for all Classes is $25. For shareholders
purchasing shares of the Portfolio through the Systematic Investment Plan on a
quarterly basis, the minimum initial investment requirement for Class A, Class B
and Class C shares and the subsequent investment requirement for all Classes is
$50. There are no minimum investment requirements in Class A shares for
employees of Travelers and its subsidiaries, including 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 mini mums, to decline
any order to purchase its shares and to suspend the offering of shares from time
to time. Shares purchased will be held in the shareholder's account by the
Fund's transfer agent, First Data. Share certificates are issued only upon a
shareholder's written request to First Data.
    

      Purchase orders received by the Fund or Smith Barney prior to the close of
regular trading on the NYSE, on any day the Portfolio 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 Portfolio calculates its net
asset value, are 


26
<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

priced according to the net asset value determined on that day, provided the
order is received by the Fund or Smith Barney prior to Smith Barney's close of
business. For shares purchased through Smith Barney or Introducing Brokers
purchasing through Smith Barney, payment for Portfolio shares is due on the
third business day (the "settlement date") after the trade date. In all other
cases, payments must be made with the purchase order.

      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, Smith Barney or First Data is authorized
through pre authorized 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 Portfolio account. A shareholder who has insufficient funds to
complete the transfer will be charged a fee of up to $25 by Smith Barney or
First Data. The Systematic Investment Plan also authorizes Smith Barney to apply
cash held in the shareholder's 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 Smith Barney
Financial Consultant.
    

      INITIAL SALES CHARGE ALTERNATIVE - CLASS A SHARES

      The sales charges applicable to purchases of Class A shares of the
Portfolio are as follows: Dealers'

                                                                     Dealers'
                                        Sales Charge               Reallowance
                                    % of             % of            as % of
  Amount of Investment         Offering Price   Amount Invested   Offering Price
--------------------------------------------------------------------------------
  Less than  $ 25,000               4.50%             4.71%           4.00%
  $ 25,000 --  49,999               4.00              4.17            3.60
    50,000 --  99,999               3.50              3.63            3.15
   100,000 -- 249,999               2.50              2.56            2.25
   250,000 -- 499,999               1.50              1.52            1.35
   500,000    and over               *                 *               *
================================================================================

* Purchases of Class A shares, which when combined with current holdings of
Class A shares offered with a sales charge equal or exceed $500,000 in the
aggregate, will be made at net asset value without any initial sales charge, but
will be subject to a CDSC of 1.00% on redemptions made within 12 months of
purchase. The CDSC on Class A shares is payable to Smith Barney, which
compensates Smith Barney Financial Consultants and other dealers whose clients
make purchases of $500,000 or more. The CDSC is waived in the same circumstances
in which the CDSC applicable to Class B and Class C shares is waived. See
"Deferred Sales Charge Alternatives" and "Waivers of CDSC."


                                                                              27
<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

      Members of the selling group may receive up to 90% of the sales charge and
may be deemed to be underwriters of the Fund as defined in the Securities Act of
1933, as amended.

      The reduced sales charges shown above apply to the aggregate of purchases
of Class A shares of the Portfolio made at one time by "any person," which
includes an individual, his or her spouse and children, or a trustee or other
fiduciary of a single trust estate or single fiduciary account. The reduced
sales charge minimums may also be met by aggregating the purchase with the net
asset value of all Class A shares offered with a sales charge held in funds
sponsored by Smith Barney that are listed under "Exchange Privilege."

      INITIAL SALES CHARGE WAIVERS

   
      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 Travelers and its subsidiaries and any of 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 Portfolio by merger, acquisition of assets or otherwise; (c) purchases
of Class A shares by any client of a newly employed Smith Barney Financial
Consultant (for a period up to 90 days from the commencement of the Financial
Consultant's employment with 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 Financial Consultant's prior employer, (ii)
was sold to the client by the Financial Consultant and (iii) was subject to a
sales charge; (d) shareholders who have redeemed Class A shares in the Portfolio
(or Class A shares of another fund of the Smith Barney Mutual Funds that are
offered with a sales charge equal to or greater than the maximum sales charge
of the Portfolio) and who wish to reinvest their redemption proceeds in the
Portfolio, provided the reinvestment is made within 60 calendar days of the
redemption; (e) accounts managed by registered investment advisory subsidiaries
of Travelers; (f) direct rollovers by plan participants of distributions from a
401(k) plan offered to employees of Travelers or its subsidiaries or a 401(k)
plan enrolled in the 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; and (h)
purchases by investors participating in a Smith Barney fee-based arrangement. In
order to obtain such discounts, the 
    


28
<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

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 Portfolio may be purchased by "any person" (as
defined above) at a reduced sales charge 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 Portfolio and of funds sponsored by 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.

      GROUP PURCHASES

      Upon completion of certain automated systems, a reduced sales charge or
purchase at net asset value will also be available to employees (and partners)
of the same employer purchasing as a group, provided each participant makes the
minimum initial investment required. The sales charge applicable to purchases by
each member of such a group will be determined by the table set forth above
under "Initial Sales Charge Alternative -- Class A Shares," and will be based
upon the aggregate sales of Class A shares of Smith Barney Mutual Funds offered
with a sales charge to, and share holdings of, all members of the group. To be
eligible for such reduced sales charges or to purchase at net asset value, all
purchases must be pursuant to an employer- or partnership-sanctioned plan
meeting certain requirements. One such requirement is that the plan must be open
to specified partners or employees of the employer and its subsidiaries, if any.
Such plan may, but is not required to, provide for payroll deductions, IRAs or
investments pursuant to retirement plans under Sections 401 or 408 of the Code.
Smith Barney may also offer a reduced sales charge or net asset value purchase
for aggregating related fiduciary accounts under such conditions that Smith
Barney will realize economies of sales efforts and sales related expenses. An
individual who is a member of a qualified group may also purchase Class A
shares at the reduced sales charge applicable to the group as a whole. The sales
charge is based upon the aggregate dollar value of Class A shares offered with a
sales charge that have been previously purchased and are still owned by the
group, plus the amount of the current purchase. A "qualified group" is one which
(a) has been in existence for more than six months, (b) has a purpose other than
acquiring Portfolio shares at a discount and (c) satisfies uniform criteria
which enables Smith Barney to realize economies of scale in its costs of
distributing shares. A qualified group must have more than 10 members, must be
available to arrange for group meetings between representatives of the Portfolio
and the members, and must agree 


                                                                              29
<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

to include sales and other materials related to the Port folio in its
publications and mailings to members at no cost to Smith Barney. In order to
obtain such reduced sales charge or to purchase at net asset value, the
purchaser must provide sufficient information at the time of purchase to permit
verification that the purchase qualifies for the reduced sales charge. Approval
of group purchase reduced sales charge plans is subject to the discretion of
Smith Barney.

   
      LETTER OF INTENT
    

      Class A Shares. A Letter of Intent for amounts of $50,000 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 Portfolio 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 re deemed. Please contact a
Smith Barney Financial Consultant or First Data to obtain a Letter of Intent
application.

      Class Y Shares. A Letter of Intent may also be used as a way for investors
to meet the minimum investment requirement for Class Y shares. Such investors
must make an initial minimum purchase of $1,000,000 in Class Y shares of the
Portfolio and agree to purchase a total of $5,000,000 of Class Y shares of the
same Portfolio within six months from the date of the Letter. If a total
investment of $5,000,000 is not made within the six-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 Portfolio's Class A shares, which may include a CDSC of 1.00%.
Please contact a Smith Barney Financial Consultant or First Data for further
information.

      DEFERRED SALES CHARGE ALTERNATIVES

      CDSC 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 Portfolio. A CDSC, however, may be imposed on
certain redemptions of these shares. "CDSC Shares" are: (a) Class B shares; (b)
Class C shares; and (c) Class A shares which when combined with Class A shares
offered with a sales charge currently held by an investor equal or exceed
$500,000 in the aggregate.


30
<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

      Any applicable CDSC 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. CDSC Shares that are redeemed will not be subject to a CDSC
to the extent that the value of such shares represents: (a) capital appreciation
of Portfolio 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 C shares and Class
A shares that are CDSC Shares, shares redeemed more than 12 months after their
purchase.

   
      Class C shares and Class A shares that are CDSC Shares are subject to a
1.00% CDSC if redeemed within 12 months of purchase. In circumstances in which
the CDSC 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
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 Smith Barney 401(k) Program, as described below.
See "Purchase of Shares -- Smith Barney 401(k) and ExecChoice(TM) Programs."
    

      Year Since Purchase
      Payment Was Made                                              CDSC
     -------------------------------------------------------------------
      First                                                         4.50%
      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 Dividend Shares converting at the time bears to the
total number of outstanding Class B shares (other than Class B Dividend Shares)
owned by the share holder. Shareholders who held Class B shares of Smith Barney
Shearson Short-Term World Income Fund (the "Short-Term World Income Fund") on
July 15, 1994 and who subsequently exchange those shares for Class B shares of
the Portfolio will be offered the opportunity to exchange all such Class B
shares for Class A shares of the Portfolio four years after the date on which
those shares were deemed to have been purchased. Holders of such Class B shares
will be notified of the pending exchange in writing approximately 30 days before
the fourth anniversary of the purchase date and, unless the exchange has been
rejected in 


                                                                              31
<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

writing, the exchange will occur on or about the fourth anniversary date. See
"Prospectus Summary -- Alternative Purchase Arrangements -- Class B Shares
Conversion Feature."

      In determining the applicability of any CDSC, 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 CDSC 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 Portfolio 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 CDSC will
reduce the gain or increase the loss, as the case may be, on the amount realized
on redemption. The amount of any CDSC will be paid to Smith Barney.

      To provide an example, assume an investor purchased 100 Class B shares at
$10 per share for a cost of $1,000. Subsequently, the investor acquired 5
additional shares 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 CDSC 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 CDSC

   
      The CDSC 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") (provided, however, that 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) redemption 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 a combination of the Portfolio with any
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 
    


32
<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

receive pro rata credit for any CDSC imposed on the prior redemption.

      CDSC waivers will be granted subject to confirmation (by Smith Barney in
the case of shareholders who are also Smith Barney clients or by First Data in
the case of all other shareholders) of the shareholder's status or holdings, as
the case may be.

   
      SMITH BARNEY 401(k) AND EXECCHOICE(TM) PROGRAMS

      Investors may be eligible to participate in the Smith Barney 401(k)
Program or the Smith Barney ExecChoice(TM) Program. To the extent applicable,
the same terms and conditions, which are outlined below, are offered to all
plans participating ("Participating Plans") in these programs.

      The Portfolio offers to Participating Plans Class A and Class C shares as
investment alternatives under the Smith Barney 401(k) and ExecChoice(TM)
Programs. Class A and Class C shares acquired through the Participating Plans
are subject to the same service and/or distribution fees as the Class A and
Class C shares acquired by other investors; however, they are not subject to any
initial sales charge or CDSC. Once a Participating Plan has made an initial
investment in the Portfolio, all of its subsequent investments in the Portfolio
must be in the same Class of shares, except as otherwise described below.

      Class A Shares. Class A shares of the Portfolio are offered without any
sales charge or CDSC to any Participating Plan that purchases $1,000,000 or more
of Class A shares of one or more funds of the Smith Barney Mutual Funds.

      Class C Shares. Class C shares of the Portfolio are offered without any
sales charge or CDSC to any Participating Plan that purchases less than
$1,000,000 of Class C shares of one or more funds of the Smith Barney Mutual
Funds.

      401(k) and ExecChoice(TM) Plans Opened On or After June 21, 1996. If, at
the end of the fifth year after the date the Participating Plan enrolled in the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program, a
Participating Plan's total Class C 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 C shares for Class A shares of the
Portfolio. (For Participating Plans that were originally established through a
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.

      401(k) Plans 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 C 
    


                                                                              33
<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

   
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 C shares for Class A shares of the
Portfolio. 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 Smith Barney 401(k) or ExecChoice(TM)
Program, 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 C shares for Class A shares of the Portfolio
regardless of asset size, at the end of the eighth year after the date the
Participating Plan enrolled in the Smith Barney 401(k) or ExecChoice(TM)
Program. 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 C shares of
the Portfolio but instead may acquire Class A shares of the Portfolio. Any Class
C shares not converted will continue to be subject to the distribution fee.

      Participating Plans wishing to acquire shares of the Portfolio through the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program must
purchase such shares directly from the Transfer Agent. For further information
regarding these Programs, investors should contact a Smith Barney Financial
Consultant.

      Existing 401(k) Plans Investing in Class B Shares. Class B shares of the
Portfolio 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 CDSC 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 Portfolio. 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 of the Portfolio but instead may acquire Class A shares of the
Portfolio. 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."
    


34
<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

   
      No CDSC 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 CDSC 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 CDSC 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 CDSC 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 1/42 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
--------------------------------------------------------------------------------

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

Fund Name
--------------------------------------------------------------------------------
Growth Funds
      Smith Barney Aggressive Growth Fund Inc.
      Smith Barney Appreciation Fund Inc.
      Smith Barney Fundamental Value Fund Inc.
      Smith Barney Growth Opportunity Fund
      Smith Barney Managed Growth Fund
      Smith Barney Natural Resources Fund Inc.
      Smith Barney Special Equities Fund
       

Growth and Income Funds
   
      Concert Social Awareness Fund
    
      Smith Barney Convertible Fund


                                                                              35
<PAGE>

--------------------------------------------------------------------------------
Exchange Privilege (continued)
--------------------------------------------------------------------------------

      Smith Barney Funds, Inc. -- Equity Income Portfolio
      Smith Barney Growth and Income Fund
      Smith Barney Premium Total Return Fund
      Smith Barney Utilities Fund
       

Taxable Fixed-Income Funds
   ** Smith Barney Adjustable Rate Government Income Fund
      Smith Barney Diversified Strategic Income Fund
   
  +++ Smith Barney Funds, Inc. -- Short-Term U.S. Treasury Securities Portfolio
    
      Smith Barney Funds, Inc. -- U.S. Government Securities Portfolio
      Smith Barney Government Securities Fund
      Smith Barney High Income Fund
      Smith Barney Investment Grade Bond Fund
      Smith Barney Managed Governments Fund Inc.

Tax-Exempt Funds
      Smith Barney Arizona Municipals Fund Inc.
      Smith Barney California Municipals Fund Inc.

    * Smith Barney Intermediate Maturity California Municipals Fund
    * Smith Barney Intermediate Maturity New York Municipals Fund

      Smith Barney Managed Municipals Fund Inc.
      Smith Barney Massachusetts Municipals Fund
   
      Smith Barney Muni Funds -- Florida Portfolio
    
      Smith Barney Muni Funds -- Georgia Portfolio
    * Smith Barney Muni Funds -- Limited Term Portfolio
      Smith Barney Muni Funds -- National Portfolio
      Smith Barney Muni Funds -- New York Portfolio
   
      Smith Barney Muni Funds -- Pennsylvania Portfolio
    
      Smith Barney New Jersey Municipals Fund Inc.
      Smith Barney Oregon Municipals Fund
      Smith Barney Tax-Exempt Income Fund

International Funds
      Smith Barney World Funds, Inc. -- Emerging Markets Portfolio
      Smith Barney World Funds, Inc. -- European Portfolio
      Smith Barney World Funds, Inc. -- International Balanced Portfolio
      Smith Barney World Funds, Inc. -- International Equity Portfolio
      Smith Barney World Funds, Inc. -- Pacific Portfolio
   
Smith Barney Concert Allocation Series Inc.
      Smith Barney Concert Allocation Series Inc. -- Balanced Portfolio
      Smith Barney Concert Allocation Series Inc. -- Conservative Portfolio
      Smith Barney Concert Allocation Series Inc. -- Growth Portfolio
      Smith Barney Concert Allocation Series Inc. -- High Growth Portfolio
      Smith Barney Concert Allocation Series Inc. -- Income Portfolio
    
Money Market Funds
    + Smith Barney Exchange Reserve Fund


36
<PAGE>

--------------------------------------------------------------------------------
Exchange Privilege (continued)
--------------------------------------------------------------------------------

   ++ Smith Barney Money Funds, Inc. -- Cash Portfolio
   ++ Smith Barney Money Funds, Inc. -- Government Portfolio
  *** Smith Barney Money Funds, Inc. -- Retirement Portfolio
  +++ Smith Barney Municipal Money Market Fund, Inc.
  +++ Smith Barney Muni Funds -- California Money Market Portfolio
  +++ Smith Barney Muni Funds -- New York Money Market Portfolio
--------------------------------------------------------------------------------

*   Available for exchange with Class A, Class C and Class Y shares of the
    Portfolio.

**  Available for exchange with Class A, Class B and Class Y shares of the
    Portfolio. In addition, shareholders who own Class C shares of the Portfolio
    through the Smith Barney 401(k) Program may exchange those shares for Class
    C shares of this fund.

*** Available for exchange with Class A shares of the Portfolio.

+   Available for exchange with Class B and Class C shares of the Portfolio.

   
++  Available for exchange with Class A and Class Y shares of the Portfolio. In
    addition, shareholders who own Class C shares of the Portfolio through the
    Smith Barney 401(k) or ExecChoice(TM) Programs may exchange those shares
    for Class C shares of this fund.
    

+++ Available for exchange with Class A and Class Y shares of the Portfolio .

   
      Class B Exchanges. In the event a Class B shareholder (unless such share
holder was a Class B shareholder of the Short-Term World Income Fund on July 15,
1994) wishes to exchange all or a portion of his or her shares in any of the
funds imposing a higher CDSC than that imposed by the Portfolio, the exchanged
Class B shares will be subject to the higher applicable CDSC. 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 Portfolio that have been exchanged.
    

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

   
      Class A and Class Y Exchanges. Class A and Class Y shareholders of the
Portfolio who wish to ex change 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. Although the
exchange privilege is an important benefit, excessive exchange transactions can
be detrimental to the Portfolio's performance and its shareholders. The Manager
may determine that a pattern of frequent exchanges is excessive and contrary to
the best interests of the Portfolio's other shareholders. In this event, the
Fund may, at its discretion, decide to limit additional purchases and/or
exchanges by the shareholder. Upon such a determination, the Fund will provide
notice in writing or by telephone to the shareholder at least 15 days prior to
suspending the exchange privilege and 


                                                                              37
<PAGE>

--------------------------------------------------------------------------------
Exchange Privilege (continued)
--------------------------------------------------------------------------------

during the 15 day period the shareholder will be required to (a) re deem his or
her shares in the Portfolio or (b) remain invested in the Portfolio or exchange
into any of the funds of the Smith Barney Mutual Funds ordinarily available,
which position the shareholder would be expected to maintain for a significant
period of time. All relevant factors will be considered in determining what
constitutes an abusive pattern of exchanges.

   
      Certain shareholders may be able to exchange shares by telephone. See
"Redemption of Shares -- Telephone Redemption and Exchange Program." Exchanges
will be processed at the net asset value next determined. Redemption procedures
discussed below are also applicable for exchanging shares, and exchanges will be
made upon receipt of all supporting documents in proper form. If the account
registration of the shares of the fund being acquired is identical to the
registration of the shares of the fund ex changed, no signature guarantee is
required. A capital gain or loss for tax purposes will be realized upon the
exchange, depending upon the cost or other basis of shares redeemed. Before
exchanging shares, investors should read the current prospectus describing the
shares to be acquired. The Portfolio reserves the right to modify or discontinue
exchange privileges upon 60 days' prior notice to shareholders.
    

--------------------------------------------------------------------------------
Redemption of Shares
--------------------------------------------------------------------------------

      The Fund is required to redeem the shares of the Portfolio 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 CDSC. 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 the Fund's transfer
agent receives further instructions from Smith Barney, or if the shareholder's
account is not with Smith Barney, from the shareholder directly. The redemption
proceeds will be remitted on or before the third business day following receipt
of proper tender, except on 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 Smith Barney brokerage account, these funds will not
be invested for the shareholder's benefit without specific instruction and 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.
    

      Shares held by Smith Barney as custodian must be redeemed by submitting a


38
<PAGE>

--------------------------------------------------------------------------------
Redemption of Shares (continued)
--------------------------------------------------------------------------------

written request to a Smith Barney Financial Consultant. Shares other than those
held by Smith Barney as custodian may be redeemed through an investor's
Financial Consultant, Introducing Broker or dealer in the selling group or by
submitting a written request for redemption to:

     Smith Barney World Funds, Inc./Global Government Bond Portfolio 
     Class A, B, C or Y (please specify) 
     c/o First Data Investor Services Group, Inc.
     P.O. Box 9134
     Boston, Massachusetts  02205-9134

   
      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 First Data together with the redemption request. Any
signature appearing on a share certificate, stock power or written redemption
request in excess of $2,000 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 $2,000 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. First Data 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 First Data receives all required documents in proper form.
    

      AUTOMATIC CASH WITHDRAWAL PLAN

      The Portfolio 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 share
holder 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 Portfolio. Any applicable CDSC 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 CDSC at the time the withdrawal
plan commences. (With respect to withdrawal plans in effect prior to November
7, 1994, any applicable CDSC 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
CDSC.) For further information regarding the automatic cash withdrawal plan,
shareholders should contact a Smith Barney Financial Consultant.


                                                                              39
<PAGE>

--------------------------------------------------------------------------------
Redemption of Shares (continued)
--------------------------------------------------------------------------------

      TELEPHONE REDEMPTION AND EXCHANGE PROGRAM

      Shareholders who do not have a Smith Barney brokerage account may be
eligible to redeem and exchange Fund shares by telephone. To determine if a
shareholder is entitled to participate in this program, he or she should contact
First Data 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 First Data 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 $10,000 of any class or classes
of the Fund's shares, may be made by eligible shareholders by calling First Data
at 1-800-451-2010. Such requests may be made between 9:00 a.m. and 5:00 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 First Data 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 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.


40
<PAGE>

--------------------------------------------------------------------------------
Minimum Account Size
--------------------------------------------------------------------------------

   
      The Fund reserves the right to involuntarily liquidate any shareholder's
account in the Portfolio if the aggregate net asset value of the shares held in
the Portfolio account is less than $500. (If a shareholder has more than one
account in this Portfolio, each account must satisfy the minimum account size.)
The Fund, however, will not redeem shares based solely on market reductions in
net asset value. Before the Fund exercises such right, shareholders will receive
written notice and will be permitted 60 days to bring accounts up to the minimum
to avoid involuntary liquidation.
    

--------------------------------------------------------------------------------
Performance
--------------------------------------------------------------------------------

      From time to time the Portfolio may advertise its total return, average
annual total return and yield in advertisements. In addition, in other types of
sales literature the Fund may include the Portfolio's current dividend return.
These figures are computed separately for Class A, Class B, Class C and Class Y
shares of the Portfolio. These figures are based on historical earnings and are
not intended to indicate future performance. Total return is computed for a
specified period of time assuming deduction of the maximum sales charge, if any,
from the initial amount invested and reinvestment of all income dividends and
capital gain distributions on the reinvestment dates at prices calculated as
stated in this Prospectus, 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 with nonstandard
total return information for differing periods computed in the same manner but
without annualizing the total return or taking sales charges into account. The
yield of a Portfolio class refers to the net investment income earned by
investments in the class over a thirty-day period. This net investment income
is then annualized, i.e., the amount of income earned by the investments during
that 30-day period is assumed to be earned each 30-day period for twelve periods
and is expressed as a percentage of the investments. The yield is calculated
according to a formula prescribed by the SEC to facilitate comparison with
yields quoted by other investment companies. The Portfolio 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 for a Portfolio class is presented. The current dividend return
for each Class 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 


                                                                              41
<PAGE>

--------------------------------------------------------------------------------
Performance (continued)
--------------------------------------------------------------------------------

investment vehicles. The Portfolio may also include comparative performance
information in advertising or marketing its shares. Such performance information
may include data from Lipper Analytical Services, Inc. and other financial
publications.

--------------------------------------------------------------------------------
Management of the Fund
--------------------------------------------------------------------------------

      BOARD OF DIRECTORS

   
      Overall responsibility for management and supervision of the Portfolio
rests with the Fund's Board of Directors. The Directors approve all significant
agreements between the Fund and the companies that furnish services to the Fund
and the Portfolio, including agreements with the Fund's distributor, investment
manager, custodian and transfer agent. The day-to-day operations of the
Portfolio are delegated to the Portfolio's investment manager. The Statement of
Additional Information contains background information regarding each Director
and executive officer of the Fund.
    

      MANAGER

   
      The Manager manages the day-to-day operations of the Portfolio pursuant
to a management agreement entered into by the Fund on behalf of the Portfolio
under which the Manager offers the Portfolio advice and assistance with respect
to the acquisition, holding or disposal of securities and recommendations with
respect to other aspects and affairs of the Portfolio and furnishes the
Portfolio with bookkeeping, accounting and administrative services, office space
and equipment, and the services of the officers and employees of the Fund. By
written agreement, Global Capital, a U.S. registered investment adviser located
at 10 Piccadilly, London, England, furnishes the Manager with information,
advice and assistance and is available for consultation on the Portfolio, thus
Global Capital may also be considered an investment adviser to the Fund. Global
Capital currently manages the portfolios of clients in the international
securities markets, particularly in the fixed income area. Global Capital's
services are paid for by the Manager; there is no charge to the Fund for such
services. Also, by written agreement, Research and other departments and staff
of Smith Barney furnish the Manager with information, advice and assistance and
are available for consultation on the Fund's Portfolios, thus Smith Barney may
also be considered an investment adviser to the Fund. Smith Barney's services
are paid for by the Manager on the basis of direct and indirect costs to Smith
Barney of performing such services; there is no charge to the Fund for such
services. For the Portfolio's last fiscal year the management fee was 0.75% of
the Portfolio's average net assets and the total operating expenses were 1.26%
for Class A shares, 1.81% for Class B shares, 1.74% for Class C shares and 0.84%
for Class Y shares.
    


42
<PAGE>

--------------------------------------------------------------------------------
Management of the Fund (continued)
--------------------------------------------------------------------------------

   
      The Manager was incorporated on March 12, 1968 under the laws of Delaware.
As of December 31, 1996, the Manager had aggregate assets under management of
approximately $80 billion. The Manager, Smith Barney and Holdings are each
located at 388 Greenwich Street, New York, New York 10013. The term "Smith
Barney" in the title of the Fund has been adopted by permission of Smith Barney
and is subject to the right of Smith Barney to elect that the Fund stop using
the term in any form or combination of its name.
    

      PORTFOLIO MANAGEMENT

      Victor S. Filatov and Simon R. Hildreth are responsible for management of
the Port folio within the investment framework described above. Mr. Filatov and
Mr. Hildreth are Vice Presidents of the Fund, Managing Directors of Smith Barney
and members of the Investment Policy Committee of Global Capital. Prior to
joining Smith Barney in 1993, Mr. Filatov was a Vice President at J.P. Morgan
Securities, Inc. Prior to joining Smith Barney in 1994, Mr. Hildreth was
Director of Mercury Asset Management, a fund manager located in the United
Kingdom.

   
      Management's discussion and analysis and additional performance
information regarding the Portfolio during the fiscal year ended October 31,
1996 is included in the Annual Report dated October 31, 1996. A copy of the
Annual Report may be obtained upon request and without charge from a Smith
Barney Financial Consultant or by writing or calling the Fund at the address
or phone number listed on page one of this Prospectus.
    

--------------------------------------------------------------------------------
Distributor
--------------------------------------------------------------------------------

      Smith Barney distributes shares of the Portfolio as principal underwriter
and as such conducts a continuous offering pursuant to a "best efforts"
arrangement requiring Smith Barney to take and pay for only such securities as
may be sold to the public. Pursuant to a plan of distribution adopted by the
Portfolio under Rule 12b-1 under the 1940 Act (the "Plan"), Smith Barney is paid
a service fee with respect to Class A, Class B and Class C shares of the
Portfolio at the annual rate of 0.25% of the average daily net assets
attributable to these Classes. Smith Barney is also paid a distribution fee with
respect to Class B and Class C shares at the annual rate of 0.50% and 0.45%,
respectively, of the average daily net assets attributable to these Classes.
Class B shares that automatically convert to Class A shares eight years after
the date of original purchase will no longer be subject to a distribution fee.
The fees are used by Smith Barney to pay its Financial Consultants for servicing
shareholder accounts and, in the case of Class B and Class C 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 Smith Barney
Financial Consul-


                                                                              43
<PAGE>

--------------------------------------------------------------------------------
Distributor (continued)
--------------------------------------------------------------------------------

tants 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 Smith Barney associated with the sale of Portfolio shares,
including lease, utility, communications and sales promotion expenses.

      The payments to Smith Barney Financial Consultants for selling shares of a
Class include a commission or fee paid by the investor or Smith Barney at the
time of sale and, with respect to Class A, Class B and Class C shares, a
continuing fee for servicing shareholder accounts for as long as a shareholder
remains a holder of that Class. Smith Barney Financial Consultants may receive
different levels of compensation for selling different Classes of shares.

      Payments under the Plan with respect to Class B and Class C shares are not
tied exclusively to the distribution and shareholder services expenses actually
incurred by Smith Barney and the payments may exceed distribution expenses
actually incurred. The Fund's Board of Directors will evaluate the
appropriateness of the Plan and its payment terms on a continuing basis and in
so doing will consider all relevant factors, including expenses borne by Smith
Barney, amounts received under the Plan and proceeds of the CDSC.

--------------------------------------------------------------------------------
Additional Information
--------------------------------------------------------------------------------

      The Fund, an open-end investment company, was incorporated in Maryland on
March 22, 1991. The Fund has an authorized capital of 1,000,000,000 shares with
a par value of $.001 per share. The Board of Directors has authorized the
issuance of six series of shares, each representing shares in one of six
separate Portfolios and may authorize the issuance of additional series of
shares in the future. Class A, Class B, Class C and Class Y shares of the
Portfolio represent interests in the assets of the Portfolio and have identical
voting, dividend, liquidation and other rights on the same terms and conditions
except that expenses related to the distribution of each Class of shares are
borne solely by each Class and each Class of shares has exclusive voting rights
with respect to provisions of the Fund's Rule 12b-1 distribution plan which
pertain to a particular Class. As described under "Voting" in the Statement of
Additional Information, the Fund ordinarily will not hold meetings of
shareholders annually; however, shareholders have the right to call a meeting
upon a vote of 10% of the Fund's outstanding shares for the purpose of voting to
remove directors, and the Fund will assist shareholders in calling such a
meeting as required by the 1940 Act. Shares do not have cumulative voting rights
or preemptive rights and are fully paid, transferable and nonassessable when
issued for payment as described in this Prospectus.

   
      The Chase Manhattan Bank, located at Chase MetroTech Center, Brooklyn, New
York 11245, serves as custodian of the Portfolio's investments.
    


44
<PAGE>

--------------------------------------------------------------------------------
Additional Information (continued)
--------------------------------------------------------------------------------

      First Data, located at Exchange Place, Boston, Massachusetts 02109, serves
as the Fund's transfer agent.

      The Fund sends shareholders a semi-annual report and an audited annual
report, which include listings of the investment securities held by the Fund at
the end of the period covered. In an effort to reduce the Fund's printing and
mailing costs, the Fund plans to consolidate the mailing of its semi-annual and
annual reports by household. This consolidation means that a household having
multiple accounts with the identical address of record will receive a single
copy of each report. In addition, the Fund also plans to consolidate the mailing
of its 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 account should contact their Smith Barney Financial Consultant or
the Fund's transfer agent.


                                                                              45
<PAGE>

                                                                    SMITH BARNEY
                                                                    ------------
                                               A Member of TravelersGroup [LOGO]


                                                                    Smith Barney
                                                               World Funds, Inc.
                                                               Global Government
                                                                  Bond Portfolio

                                                            388 Greenwich Street
                                                        New York, New York 10013


   
                                                                    FD 0666 2/97
    



                                   PROSPECTUS

                                                                    SMITH BARNEY
                                                               WORLD FUNDS, INC.
                                                                   International
                                                                        Balanced
                                                                       Portfolio

   
                                                               FEBRUARY 28, 1997
    

                                                   Prospectus begins on page one


[Logo]  Smith Barney Mutual Funds
        Investing for your future.
        Every day.


<PAGE>

   
--------------------------------------------------------------------------------
Prospectus                                                     February 28, 1997
--------------------------------------------------------------------------------

      Smith Barney World Funds, Inc.
      International Balanced Portfolio
      388 Greenwich Street
      New York, New York 10013
      (212) 723-9218
    

      The International Balanced Portfolio (the "Portfolio") is one of the
investment portfolios that currently comprise Smith Barney World Funds, Inc.
(the "Fund"). The Portfolio seeks a competitive total return on its assets from
growth of capital and income through a portfolio invested primarily in
securities of established non-U.S. issuers. The Portfolio may borrow up to 15%
of the value of its assets for investment purposes, which could be considered a
speculative activity and which could result in greater risks or costs to the
Portfolio. See "Borrowings" in the Appendix.

      This Prospectus sets forth concisely certain information about the Fund
and the Portfolio, including sales charges, distribution and service fees and
expenses, that prospective investors will find helpful in making an investment
decision. Investors are encouraged to read this Prospectus carefully and retain
it for future reference.

   
      Additional information about the Portfolio is contained in a Statement of
Additional Information dated February 28, 1997, as amended or supplemented from
time to time, that is available upon request and without charge by calling or
writing the Fund at the telephone number or address set forth above or by
contacting a Smith Barney Financial Consultant. The Statement of Additional
Information has been filed with the Securities and Exchange Commission (the
"SEC") and is incorporated by reference into this Prospectus in its entirety.
    


SMITH BARNEY INC.
Distributor

SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
Investment Adviser and Administrator

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.


                                                                               1

<PAGE>

--------------------------------------------------------------------------------
Table of Contents
--------------------------------------------------------------------------------


   
Prospectus Summary                                                             3
--------------------------------------------------------------------------------
Financial Highlights                                                           9
--------------------------------------------------------------------------------
Investment Objective and Management Policies                                  11
--------------------------------------------------------------------------------
Valuation of Shares                                                           16
--------------------------------------------------------------------------------
Dividends, Distributions and Taxes                                            17
--------------------------------------------------------------------------------
Purchase of Shares                                                            19
--------------------------------------------------------------------------------
Exchange Privilege                                                            29
--------------------------------------------------------------------------------
Redemption of Shares                                                          32
--------------------------------------------------------------------------------
Minimum Account Size                                                          35
--------------------------------------------------------------------------------
Performance                                                                   35
--------------------------------------------------------------------------------
Management of the Fund                                                        36
--------------------------------------------------------------------------------
Distributor                                                                   38
--------------------------------------------------------------------------------
Additional Information                                                        38
--------------------------------------------------------------------------------
Appendix                                                                     A-1
--------------------------------------------------------------------------------
    

      
================================================================================

      No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the Fund or
the Distributor. This Prospectus does not constitute an offer by the Fund or the
Distributor to sell or a solicitation of an offer to buy any of the securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction.

================================================================================


2
<PAGE>
--------------------------------------------------------------------------------
Prospectus Summary
--------------------------------------------------------------------------------

      The following summary is qualified in its entirety by detailed information
appearing elsewhere in this Prospectus and in the Statement of Additional
Information. Cross references in this summary are to headings in the Prospectus.
See "Table of Contents."

      INVESTMENT OBJECTIVE The Portfolio is an open-end, management investment
company whose investment objective is to seek a competitive total return on its
assets from growth of capital and income through a portfolio invested primarily
in securities of established non-U.S. issuers. See "Investment Objective and
Management Policies."

      ALTERNATIVE PURCHASE ARRANGEMENTS The Portfolio offers several classes of
shares ("Classes") to investors designed to provide them with the flexibility of
selecting an investment best suited to their needs. The general public is
offered three Classes of shares: Class A shares, Class B shares and Class C
shares, which differ principally in terms of sales charges and rate of expenses
to which they are subject. A fourth Class of shares, Class Y shares, is offered
only to investors meeting an initial investment minimum of $5,000,000. See
"Purchase of Shares" and "Redemption of Shares."

      Class A Shares. Class A shares are sold at net asset value plus an initial
sales charge of up to 5.00% and are subject to an annual service fee of 0.25% of
the average daily net assets of the Class. The initial sales charge may be
reduced or waived for certain purchases. Purchases of Class A shares, which when
combined with current holdings of Class A shares offered with a sales charge
equal or exceed $500,000 in the aggregate, will be made at net asset value with
no initial sales charge, but will be subject to a contingent deferred sales
charge ("CDSC") of 1.00% on redemptions made within 12 months of purchase. See
"Prospectus Summary -- Reduced or No Initial Sales Charge."

      Class B Shares. Class B shares are offered at net asset value subject to a
maximum CDSC of 5.00% of redemption proceeds, declining by 1.00% each year after
the date of purchase to zero. This CDSC may be waived for certain redemptions.
Class B shares are subject to an annual service fee of 0.25% and an annual
distribution fee of 0.75% of the average daily net assets of the Class. The
Class B shares' distribution fee may cause that Class to have higher expenses
and pay lower dividends than Class A shares.

      Class B Shares Conversion Feature. Class B shares will convert
automatically to Class A shares, based on relative net asset value, eight years
after the date of the original purchase. Upon conversion, these shares will no
longer be subject to an annual distribution fee. In addition, a certain portion
of Class B shares that have been acquired through the reinvestment of dividends
and distributions ("Class B Dividend Shares") will be converted at that time.
See "Purchase of Shares -- Deferred Sales Charge Alternatives."


                                                                               3


<PAGE>

--------------------------------------------------------------------------------
Prospectus Summary (continued)
--------------------------------------------------------------------------------

      Class C Shares. Class C shares are sold at net asset value with no initial
sales charge. They are subject to an annual service fee of 0.25% and an annual
distribution fee of 0.75% of the average daily net assets of the Class C shares,
and investors pay a CDSC of 1.00% if they redeem Class C shares within 12 months
of purchase. The CDSC may be waived for certain redemptions. The Class C shares'
distribution fee may cause that Class to have higher expenses and pay lower
dividends than Class A shares. Purchases of Portfolio shares, which when
combined with current holdings of Class C shares of the Portfolio equal or
exceed $500,000 in the aggregate, should be made in Class A shares at net asset
value with no sales charge, and will be subject to a CDSC of 1.00% on
redemptions made within 12 months of purchase.

      Class Y Shares. Class Y shares are available only to investors meeting an
initial investment minimum of $5,000,000. Class Y shares are sold at net asset
value with no initial sales charge or CDSC. They are not subject to service or
distribution fees.

      In deciding which Class of Portfolio shares to purchase, investors should
consider the following factors, as well as any other relevant facts and
circumstances:

      Intended Holding Period. The decision as to which Class of shares is more
beneficial to an investor depends on the amount and intended length of his or
her investment. Shareholders who are planning to establish a program of regular
investment may wish to consider Class A shares; as the investment accumulates
shareholders may qualify for reduced sales charges and the shares are subject to
lower ongoing expenses over the term of the investment. As an alternative, Class
B and Class C shares are sold without any initial sales charge so the entire
purchase price is immediately invested in the Portfolio. Any investment return
on these additional invested amounts may partially or wholly offset the higher
annual expenses of these Classes. Because the Portfolio's future return cannot
be predicted, however, there can be no assurance that this would be the case.

      Finally, investors should consider the effect of the CDSC period and any
conversion rights of the Classes in the context of their own investment time
frame. For example, while Class C shares have a shorter CDSC period than Class B
shares, they do not have a conversion future, and therefore, are subject to an
ongoing distribution fee. Thus, Class B shares may be more attractive than Class
C shares to investors with longer term investment outlooks.

   
      Reduced or No Initial Sales Charge. The initial sales charge on Class A
shares may be waived for certain eligible purchasers, and the entire purchase
price will be immediately invested in the Portfolio. In addition, Class A share
purchases, which when combined with current holdings of Class A shares offered
with a sales charge equal or exceed $500,000 in the aggregate, will be made at
net asset value with no initial sales charge, but will be subject to a CDSC of
1.00% on redemptions made
    


4


<PAGE>

--------------------------------------------------------------------------------
Prospectus Summary (continued)
--------------------------------------------------------------------------------

within 12 months of purchase. The $500,000 aggregate investment may be met by
adding the purchase to the net asset value of all Class A shares offered with a
sales charge held in funds sponsored by Smith Barney Inc. ("Smith Barney")
listed under "Exchange Privilege." Class A share purchases also may be eligible
for a reduced initial sales charge. See "Purchase of Shares." Because the
ongoing expenses of Class A shares may be lower than those for Class B and Class
C shares, purchasers eligible to purchase Class A shares at net asset value or
at a reduced sales charge should consider doing so.

   
      Smith Barney Financial Consultants may receive different compensation for
selling different Classes of shares. Investors should understand that the
purpose of the CDSC on the Class B and Class C shares is the same as that of the
initial sales charge on the Class A shares.
    

      See "Purchase of Shares" and "Management of the Fund" for a complete
description of the sales charges and service and distribution fees for each
Class of shares and "Valuation of Shares," "Dividends, Distributions and Taxes"
and "Exchange Privilege" for other differences between the Classes of shares.

   
      SMITH BARNEY 401(k) AND EXECCHOICE(TM) PROGRAMS Investors may be eligible
to participate in the Smith Barney 401(k) Program, which is generally designed
to assist plan sponsors in the creation and operation of retirement plans under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), as
well as other types of participant directed, tax-qualified employee benefit
plans. Investors may also be eligible to participate in the Smith Barney
ExecChoice(TM) Program. Class A and Class C shares are available without sales
charge as investment alternatives under both of these programs. See "Purchase of
Shares -- Smith Barney 401(k) and ExecChoice(TM) Programs."
    

      PURCHASE OF SHARES Shares may be purchased through a brokerage account
maintained with Smith Barney. Shares may also be purchased through a broker that
clears securities transactions through Smith Barney on a fully disclosed basis
(an "Introducing Broker") or an investment dealer in the selling group. In
addition, certain investors, including qualified retirement plans and certain
institutional investors, may purchase shares directly from the Fund through the
Fund's transfer agent, First Data Investor Services Group Inc. ("First Data").
See "Purchase of Shares."

      INVESTMENT MINIMUMS Investors in Class A, Class B and Class C shares may
open an account by making an initial investment of at least $1,000 for each
account, or $250 for an individual retirement account ("IRA") or a Self-Employed
Retirement Plan. Investors in Class Y shares may open an account for an initial
investment of $5,000,000. 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 investment
requirement for Class A, Class B and Class C shares and the subsequent
investment requirement for all


                                                                               5
<PAGE>

--------------------------------------------------------------------------------
Prospectus Summary (continued)
--------------------------------------------------------------------------------

   
Classes of shares is $25. The minimum investment requirements for purchases of
Portfolio shares through the Systematic Investment Plan are described below. See
"Purchase of Shares."

      SYSTEMATIC INVESTMENT PLAN The Portfolio offers shareholders a Systematic
Investment Plan under which they may authorize the automatic placement of a
purchase order each month or quarter for Portfolio shares. The minimum initial
investment requirement for Class A, Class B and Class C shares and the
subsequent investment requirement for all Classes for shareholders purchasing
shares through the Systematic Investment Plan on a monthly basis is $25 and on a
quarterly basis is $50. See "Purchase of Shares."
    

      REDEMPTION OF SHARES Shares may be redeemed on each day the New York Stock
Exchange, Inc. ("NYSE") is open for business. See "Purchase of Shares" and
"Redemption of Shares."

      MANAGEMENT OF THE PORTFOLIO Smith Barney Mutual Funds Management Inc. (the
"Manager") serves as the Portfolio's investment manager. The Manager is a wholly
owned subsidiary of Smith Barney Holdings Inc. ("Holdings"). Holdings is a
wholly owned subsidiary of Travelers Group Inc. ("Travelers"), a diversified
financial services holding company engaged, through its subsidiaries,
principally in four business segments: Investment Services, Consumer Finance
Services, Life Insurance Services and Property & Casualty Insurance Services.
See "Management of the Fund."

   
      EXCHANGE PRIVILEGE Shares of a Class may be exchanged for shares of the
same Class of certain other funds of the Smith Barney Mutual Funds at the
respective net asset values next determined. See "Exchange Privilege."
    

      VALUATION OF SHARES Net asset value of the Portfolio for the prior day
generally is quoted daily in the financial section of most newspapers and is
also available from a Smith Barney Financial Consultant. See "Valuation of
Shares."

      DIVIDENDS AND DISTRIBUTIONS Dividends from net investment income are
declared and paid quarterly. Distributions of net realized capital gains, if
any, are declared and paid annually. See "Dividends, Distributions and Taxes."

      REINVESTMENT OF DIVIDENDS Dividends and distributions paid on shares of a
Class will be reinvested automatically, unless otherwise specified by an
investor, in additional shares of the same Class at current net asset value.
Shares acquired by dividend and distribution reinvestments will not be subject
to any sales charge or CDSC. Class B shares acquired through dividend and
distribution reinvestments will become eligible for conversion to Class A shares
on a pro rata basis. See "Dividends, Distributions and Taxes."

      RISK FACTORS AND SPECIAL CONSIDERATIONS There can be no assurance that the
Portfolio's investment objective will be achieved. The value of the Portfolio's
investments, and thus the net asset value of the Portfolio's shares, will
fluctuate in response to changes in market and economic conditions, as well as


6
<PAGE>

--------------------------------------------------------------------------------
Prospectus Summary (continued)
--------------------------------------------------------------------------------

the financial condition and prospects of issuers in which the Portfolio invests.
The Portfolio will invest in foreign securities. Investments in foreign
securities incur higher costs than investments in U.S. securities, including
higher costs in making securities transactions as well as foreign government
taxes which may reduce the investment return of the Portfolio. In addition,
foreign investments may include additional risks associated with currency
exchange rates, less complete financial information about individual companies,
less market liquidity and political instability. See "Investment Objective and
Management Policies."

   
      THE PORTFOLIO'S EXPENSES The following expense table lists the costs and
expenses an investor will incur either directly or indirectly as a shareholder
of the Portfolio, based on the maximum sales charge or maximum CDSC that may be
incurred at the time of purchase or redemption and the Portfolio's operating
expenses for its most recent fiscal year:

<TABLE>
<CAPTION>
International Balanced Portfolio                          Class A    Class B  Class C  Class Y
----------------------------------------------------------------------------------------------
<S>                                                        <C>        <C>      <C>      <C>
Shareholder Transaction Expenses
   Maximum sales charge imposed on purchases
     (as a percentage of offering price)                   5.00%      None     None     None
   Maximum CDSC (as a percentage of original cost or
     redemption proceeds, whichever is lower)              None*      5.00%    1.00%    None
==============================================================================================
Annual Portfolio Operating Expenses**
(as a percentage of average net assets)
   Management fees                                         0.85%      0.85%    0.85%    0.85%
   12b-1 fees***                                           0.25       1.00     1.00  --
   Other expenses                                          0.71       0.77     0.77     0.36
----------------------------------------------------------------------------------------------

Total Portfolio Operating Expenses                         1.81%      2.62%    2.62%    1.21%
==============================================================================================
    
</TABLE>

      *Purchases of Class A shares, which when combined with current holdings of
Class A shares offered with a sales charge equal or exceed $500,000 in the
aggregate, will be made at net asset value with no sales charge, but will be
subject to a CDSC of 1.00% on redemptions made within 12 months.

   
      **During the year ended October 31, 1996, the Portfolio has earned credits
from the custodian which reduce service fees incurred. If the credits are taken
into consideration, the ratios of expenses to average net assets for Class A, B,
C and Y would be 1.72%, 2.53%, 2.53% and 1.12%, respectively.
    

      ***Upon conversion of Class B shares to Class A shares, such shares will
no longer be subject to a distribution fee. Class C shares do not have a
conversion feature and, therefore, are subject to an ongoing distribution fee.
As a result, long-term shareholders of Class C shares may pay more than the
economic equivalent of the maximum front-end sales charge permitted by the
National Association of Securities Dealers, Inc.

   
      Class A shares of the Portfolio purchased through the Smith Barney
AssetOneSM Program will be subject to an annual asset-based fee, payable
quarterly, in lieu of the initial sales charge. The fee will vary to a maximum
of 1.50%, depending on the amount of assets held through the Program. For more
information, please call your Smith Barney Financial Consultant.
    


                                                                               7
<PAGE>

--------------------------------------------------------------------------------
Prospectus Summary (continued)
--------------------------------------------------------------------------------

   
      The sales charge and CDSC set forth in the above table are the maximum
charges imposed on purchases or redemptions of Portfolio shares and investors
may actually pay lower or no charges, depending on the amount purchased and, in
the case of Class B, Class C and certain Class A shares, the length of time the
shares are held and whether the shares are held through the Smith Barney 401(k)
or ExecChoice(TM) Programs. See "Purchase of Shares" and "Redemption of Shares."
Smith Barney receives an annual 12b-1 service fee of 0.25% of the value of
average daily net assets of Class A shares. Smith Barney also receives with
respect to Class B and Class C shares an annual 12b-1 fee of 1.00% of the value
of average daily net assets of the respective Classes, consisting of a 0.75%
distribution fee and a 0.25% service fee. "Other expenses" in the above table
include fees for shareholder services, custodial fees, legal and accounting
fees, printing costs and registration fees.
    

Example

      The following example is intended to assist an investor in understanding
the various costs that an investor in the Portfolio will bear directly or
indirectly. The example assumes payment by the Portfolio of operating expenses
at the levels set forth in the table above. See "Purchase of Shares,"
"Redemption of Shares" and "Management of the Fund."

   
International Balanced Portfolio               1 Year 3 Years 5 Years  10 Years*
--------------------------------------------------------------------------------
An investor would pay the following expenses on 
  a $1,000 investment, assuming (1) 5.00% annual 
  return and (2) redemption at the end of each 
  time period:
      Class A                                    $67    $104     $143     $252
      Class B                                    77     111      149      276
      Class C                                    37     81       139      295
      Class Y                                    12     38       66       147
================================================================================
An investor would pay the following expenses on
  the same investment, assuming the same
annual return and no redemption:
      Class A                                    $67    $104     $143     $252
      Class B                                    27     81       139      276
      Class C                                    27     81       139      295
      Class Y                                    12     38       66       147
--------------------------------------------------------------------------------
    

* Ten-year figures assume conversion of Class B shares to Class A shares at
  the end of the eighth year following the date of purchase.

      The example also provides a means for the investor to compare expense
levels of funds with different fee structures over varying investment periods.
To facilitate such comparison, all funds are required to utilize a 5.00% annual
return assumption. However, the Portfolio's actual return will vary and may be
greater or less than 5.00%. This example should not be considered a
representation of past or future expenses and actual expenses may be greater or
less than those shown.


8


<PAGE>

--------------------------------------------------------------------------------
Financial Highlights
--------------------------------------------------------------------------------

   
      The following information has been audited by KPMG Peat Marwick LLP,
independent auditors, whose report thereon appears in the Fund's annual report
dated October 31, 1996. The information set out below should be read in
conjunction with the financial statements and related notes that also appear in
the Fund's Annual Report to Shareholders, which is incorporated by reference
into the Statement of Additional Information. 

For a share of each class of capital stock outstanding throughout each year:
    

<TABLE>
<CAPTION>
                                                       Class A Shares                        Class B Shares
                                            -------------------------------------        ---------------------
International Balanced Portfolio            1996(1)         1995          1994(2)        1996(1)       1995(3)
==============================================================================================================
<S>                                         <C>            <C>            <C>            <C>           <C>   
   
Net Asset Value, Beginning of Year          $12.64         $12.20         $12.00         $12.65        $12.08
--------------------------------------------------------------------------------------------------------------
Income From Operations:
  Net investment income(4)                    0.26           0.35           0.07           0.15          0.36
  Net realized and unrealized gain            1.35           0.48           0.13           1.36          0.50
--------------------------------------------------------------------------------------------------------------
Total Income From Operations                  1.61           0.83           0.20           1.51          0.86
--------------------------------------------------------------------------------------------------------------
Less Distributions From:
  Net investment income                      (0.35)         (0.39)       --               (0.26)        (0.29)
--------------------------------------------------------------------------------------------------------------
Total Distributions                          (0.35)         (0.39)       --               (0.26)        (0.29)
--------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year                $13.90         $12.64         $12.20         $13.90        $12.65
--------------------------------------------------------------------------------------------------------------
Total Return#                                12.83%          7.05%          1.67%++       12.05%         7.33%++
--------------------------------------------------------------------------------------------------------------
Net Assets, End of Year (000s)             $16,116        $17,667        $20,634         $5,258        $3,064
--------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
  Expenses(4)                                 1.81%          1.62%          1.34%+         2.62%         2.49%+
  Net investment income                       1.94           2.89           1.37+          1.14          3.11+
--------------------------------------------------------------------------------------------------------------
Portfolio Turnover Rate                        189%            42%             6%           189%           42%
==============================================================================================================
Average commissions paid on
  equity security transactions(5)            $0.03          $0.02        --               $0.03         $0.02
==============================================================================================================
    
</TABLE>

(1) Per share amounts have been calculated using the monthly average shares
    method, which more appropriately presents per share data for the period
    since the use of the undistributed net investment income method does not
    accord with results of operations.
(2) For the period from August 25, 1994 (inception date) to October 31, 1994.
(3) For the period from November 7, 1994 (inception date) to October 31, 1995.
(4) The Manager waived all or part of its fees for the periods ended October
    31, 1995 and October 31, 1994. If such fees were not waived, the per share
    effect on net investment income and the expense ratios would have been as
    follows:

                                                              Expense Ratios
                        Per Share Decreases to              Without Fee Waivers
                         Net Investment Income              and Custody Credits
                        ----------------------              -------------------
                           1995       1994                   1995        1994
                           ----       ----                   -----       -----
    Class A                $0.04      $0.02                  1.96%       2.03%+
    Class B                0.04         --                   2.86+        --

   
    In addition, during the years ended October 31, 1996 and October 31, 1995,
    the Portfolio has earned credits from the custodian which reduce service
    fees incurred. If the credits are taken into consideration, the expense
    ratios for Class A would be 1.72% and 1.52%, respectively, and for Class B
    would be 2.53% and 2.39%+, respectively; prior year numbers have not been
    restated to reflect these credits.
    
(5) As of September 1995, the SEC instituted new guidelines requiring the
    disclosure of average commissions per share.
++  Total return is not annualized, as it may not be representative of the
    total return for the year.
+   Annualized.
#   Total returns do not reflect any applicable sales loads or contingent
    deferred sales charges.


                                                                               9

<PAGE>

--------------------------------------------------------------------------------
Financial Highlights (continued)
--------------------------------------------------------------------------------

For a share of each class of capital stock outstanding throughout 
each    year    :

<TABLE>
<CAPTION>
                                 Class C Shares                Class Y Shares
                       -----------------------------------     --------------
<S>                                     <C>             <C>         <C>       <C>
International Balanced Portfolio      1996(1)       1995(2)       1994(3)  1996(1)(4)
==============================================================================
  
   
Net Asset Value, Beginning of Year         $12.63        $12.18        $12.00          $13.15
-------------------------------------------------------------------------------------------------
Income From Operations:
  Net investment income(5)                   0.15          0.28          0.05            0.32
  Net realized and unrealized gain           1.35          0.46          0.13            0.75
-------------------------------------------------------------------------------------------------
Total Income From Operations                 1.50          0.74          0.18            1.07
-------------------------------------------------------------------------------------------------
Less Distributions From:
  Net investment income                     (0.26)        (0.29)      --                (0.29)
-------------------------------------------------------------------------------------------------
Total Distributions                         (0.26)        (0.29)      --                (0.29)
-------------------------------------------------------------------------------------------------
Net Asset Value, End of Year               $13.87        $12.63        $12.18          $13.93
-------------------------------------------------------------------------------------------------
Total Return#                               11.99%         6.29%         1.50%++         8.21%++
-------------------------------------------------------------------------------------------------
Net Assets, End of Year (000s)             $4,869        $4,317        $4,310         $19,387
-------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
  Expenses(5)                                2.62%         2.37%         2.03%+          1.21%+
  Net investment income                      1.14          2.33          0.79+           2.55+
-------------------------------------------------------------------------------------------------
Portfolio Turnover Rate                       189%           42%            6%            189%
=================================================================================================
Average commissions paid on
  equity security transactions(6)           $0.03         $0.02       --                $0.03
=================================================================================================
    
</TABLE>
   
(1) Per share amounts have been calculated using the monthly average shares
    method, which more appropriately presents per share data for the period
    since the use of the undistributed net investment income method does not
    accord with results of operations.
    
(2) On November 7, 1994, the former Class B shares were renamed Class C
    shares.
(3) For the period from August 25, 1994 (inception date) to October 31, 1994.
(4) For the period from February 7, 1996 (inception date)to October 31, 1996.
   
(5) The Manager waived all or part of its fees for the year ended October 31,
    1995 and the period ended October 31, 1994. If such fees were not waived,
    the per share effect on net investment income and the expense ratios would
    have been as follows:
    

                                                             Expense Ratios
                       Per Share Decreases to              Without Fee Waivers
                        Net Investment Income              and Custody Credits
                       ----------------------              -------------------
                          1995       1994                   1995        1994
                          ----       ----                   -----       -----
    Class C               $0.04      $0.02                  2.71%       2.74%+

   
    In addition, during the years ended October 31, 1996 and October 31, 1995,
    the Portfolio has earned credits from the custodian which reduce service
    fees incurred. If the credits are taken into consideration, the expense
    ratios for Class C would be 2.53% and 2.27%, respectively; and for Class Y
    for the period ended October 31, 1996, would be 1.12%+; prior year numbers
    have not been restated to reflect these credits..
    
(6) As of September 1995, the SEC instituted new guidelines requiring the
    disclosure of average commissions per share.
++  Total return is not annualized, as it may not be representative of the
    total return for the year.
+   Annualized.
#   Total returns do not reflect any applicable sales loads or contingent
    deferred sales charges.


10

<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies
--------------------------------------------------------------------------------

   
      The investment objective of the Portfolio is to provide a competitive
total return on its assets from growth of capital and income through a portfolio
invested primarily in securities of established non-U.S. issuers. The
Portfolio's investment objective may be changed only with the approval of a
majority of the Portfolio's outstanding shares. There can be no assurance that
the investment objective of the Portfolio will be achieved.
    

      Under normal market conditions, the Portfolio will invest its assets in an
international portfolio of equity securities (consisting of dividend and
non-dividend paying common stocks, preferred stocks, convertible securities,
American Depository Receipts and rights and warrants to such securities) and
debt securities (consisting of corporate debt securities, sovereign debt
instruments issued by governments or governmental entities, including
supranational organizations such as the World Bank, and U.S. and foreign money
market instruments). The Portfolio attempts to achieve a balance between equity
and debt securities. However, the proportion of equity and debt held by the
Portfolio at any one time will depend on the investment adviser's views on
current market and economic conditions. The investment adviser will evaluate
economic and political factors in attempting to identify countries and
industries likely to produce above-average investment opportunities. The
Portfolio will invest in securities of issuers that, in the investment adviser's
opinion, are well positioned to benefit from these factors.

      Investments may be made for capital appreciation and for income or any
combination of both for the purpose of achieving a higher overall return than
might otherwise be obtained solely from investing for growth of capital or for
income. Under normal conditions, no more than 70%, nor less than 30%, of the
Portfolio's assets will be invested in either equity or debt securities;
however, there is no limitation on the percent or amount of the Portfolio's
assets which may be invested for growth or income and, therefore, from time to
time the investment emphasis may be placed solely or primarily on growth of
capital or solely or primarily on income. In determining whether the Portfolio
will be invested for capital appreciation or for income or any combination of
both, the investment adviser regularly analyzes a broad range of international
equity and fixed income markets in order to assess the degree of risk and level
of return that can be expected from each market.

   
      The Portfolio is organized as a non-diversified series, but will generally
invest its assets broadly among countries and will normally have at least 65% of
its assets invested in business activities in not less than three different
countries outside of the United States. The Portfolio may invest in companies
organized or governments located in any area of the world: the Far East (e.g.,
Hong Kong, Japan, Malaysia, Singapore), Western Europe (e.g., France, Germany,
Italy, the Netherlands, Switzerland, United Kingdom), Eastern Europe (e.g., the
Czech Republic, Hungary, Poland, and the countries of the former Soviet Union),
Central and South America
    


                                                                              11

<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

   
(e.g., Chile, Mexico and Venezuela), the Middle East, Africa, Asia, Australia,
New Zealand and Canada. Allocation of the Portfolio's investments will depend
upon the relative attractiveness of the international markets and particular
issuers. Concentration of the Portfolio's assets in one or a few countries or
currencies will subject the Portfolio to greater risks than if the Portfolio's
assets were not geographically concentrated.

      Under unusual economic or market conditions as determined by the
investment adviser, for defensive purposes the Portfolio may temporarily invest
all or a major portion of its assets in U.S. government securities, debt or
equity securities of companies incorporated in and having their principal
business activities in the United States or in U.S. as well as foreign money
market instruments and equivalents. To the extent the Portfolio's assets are
invested for temporary defensive purposes, such assets will not be invested in a
manner designed to achieve the Portfolio's investment objective.

      In analyzing a company for equity investment, the investment adviser
ordinarily looks at one or more of the following characteristics: earnings
growth per share; return on invested capital; balance sheet attributes;
financial and accounting policies and overall financial strength; competitive
advantages; research and product development and marketing; service; pricing
flexibility; management; and general operating characteristics which may enable
a company to compete successfully in its marketplaces. Ordinarily, the
investment adviser will not view a company as being sufficiently well
established to be considered for inclusion in the Portfolio unless the company,
together with any predecessors, has been operating for at least three fiscal
years. However, the Portfolio may invest up to 5% of its assets in such
"unseasoned" issues.
    

      It is expected that equity securities purchased by the Portfolio will
ordinarily be traded on a stock exchange or other market in the country in which
the issuer is principally based, but may also be traded on markets in other
countries including, in many cases, the United States securities exchanges and
over-the-counter markets. The Portfolio will invest in a broad range of
industries and sectors and will mainly invest in securities issued by companies
with market capitalization of at least $50,000,000.

      Investments in debt securities will be allocated based upon the investment
adviser's analysis of credit risk and its consideration of a number of factors,
including: prospects for relative economic growth between the different
countries in which the Portfolio may invest; expected levels of inflation;
government policies influencing business conditions; the outlook for currency
relationships; and the range of the individual investment opportunities
available to international investors. Particular debt securities will be
selected based upon credit risk analysis of potential issuers, the
characteristics of the security and interest rate sensitivity of the various
debt issues available with respect to a particular issuer, analysis of the


12

<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

anticipated volatility and liquidity of the particular debt instruments, and the
tax implications to the Portfolio. The debt securities in which the Portfolio
expects to invest will generally range in maturity from two to ten years. Debt
securities of developed foreign countries must be rated as investment grade at
the time of purchase. Investment grade securities are those rated in the top
four ratings categories by a nationally recognized statistical rating
organization or that are unrated but judged by the investment adviser to be of
comparable quality. If the rating drops below investment grade subsequent to
purchase, the investment adviser will not necessarily sell the security, but
will consider such an event in determining whether the Portfolio should continue
to hold the security. Securities rated in the lowest category of investment
grade may have speculative characteristics and changes in economic conditions or
other circumstances are more likely to lead to a weakened capacity to make
principal and interest payments than is the case for higher grade securities.
Debt securities of emerging market countries may be rated below investment grade
(commonly known as "junk bonds") and could include securities that are in
default as to payments of principal or interest. Up to 25% of the total assets
of the Portfolio may be invested in securities of emerging market countries.
Please see the Statement of Additional Information for a complete description of
the ratings referred to above.

      In determining the appropriate distribution of investments among various
countries and geographic regions, the investment adviser ordinarily considers
the following factors: prospects for relative economic growth between countries;
expected levels of inflation; government policies influencing business
conditions; the outlook for currency relationships; and the range of individual
investment opportunities available to international investors. In the future, if
any other relevant factors arise they will also be considered.

      The relative performance of foreign currencies is an important factor in
the Portfolio's performance. The investment adviser may manage the Portfolio's
exposure to various currencies to take advantage of different yield, risk and
return characteristics that different currencies can provide for U.S. investors.
To manage exposure to currency fluctuations, the Portfolio may enter into
currency forward contracts (agreements to exchange one currency for another at a
future date) or currency swap agreements, buy and sell options and futures
contracts relating to foreign currencies, and purchase securities indexed to
foreign currencies. The Portfolio will use currency forward contracts in the
normal course of business to lock in an exchange rate in connection with
purchases and sales of securities denominated in foreign currencies. The
Portfolio will use options and futures contracts relating to foreign currencies
to allow the investment adviser to hedge portfolio securities, to shift
investment exposure from one currency to another, or to attempt to profit from
anticipated declines in the value of a foreign currency relative to the U.S.
dollar. There is no overall limitation on the amount of the Portfolio's assets
that may be committed to currency management strategies.


                                                                              13

<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

      Refer to the Appendix or the Statement of Additional Information for
further information on the Portfolio's investments, including options and
futures contracts, swap agreements and indexed securities (sometimes referred to
as "derivatives"); loans and other direct debt instruments, floating and
variable rate income securities, zero coupon, discount and payment-in-kind
securities, premium securities, Yankee bonds, borrowings, repurchase agreements,
reverse repurchase agreements and securities loans, foreign repurchase
agreements, illiquid investments, restricted securities, and delayed-delivery
transactions.

      PORTFOLIO TRANSACTIONS AND TURNOVER

      All orders for transactions in securities and options on behalf of the
Portfolio are placed by the investment adviser with broker/dealers that the
investment adviser selects, including Smith Barney and other affiliated brokers.
Brokerage will be allocated to Smith Barney, to the extent and in the manner
permitted by applicable law, provided that, in the judgment of the Board of
Directors of the Fund, the commission, fee or other remuneration received or to
be received by Smith Barney (or any broker/dealer affiliate of Smith Barney that
is also a member of a securities exchange) is reasonable and fair compared to
the commission, fee or other remuneration received by other brokers in
connection with comparable transactions involving similar securities being
purchased or sold on a securities exchange during the same or comparable period
of time. The same standard applies to the use of Smith Barney as a commodities
broker in connection with entering into options and futures contracts. In all
trades directed to Smith Barney, the Fund has been assured that its orders will
be accorded priority over those received from Smith Barney for its own account
or for any of its directors, officers or employees. The Fund will not deal with
Smith Barney in any transaction in which Smith Barney acts as principal.

   
      Under certain market conditions, the Portfolio may experience high
portfolio turnover as a result of its investment strategies. For example, the
exercise of a substantial number of options written by the Portfolio and the
purchase or sale of securities by the Portfolio in anticipation of a rise or
decline in interest rates could result in high portfolio turnover. Short-term
gains realized from portfolio transactions are taxable to shareholders as
ordinary income. In addition, higher portfolio turnover rates can result in
corresponding increases in brokerage commissions for the Portfolio. While the
Portfolio does not intend to engage in short-term trading, it will not consider
portfolio turnover rate a limiting factor in making investment decisions
consistent with its respective objectives and policies. Although the Portfolio
cannot predict precisely its portfolio turnover rate, it presently estimates
that its annualized portfolio turnover rate will generally not exceed 200% with
respect to the debt portion of its assets and 100% with respect to the equity
portion of its assets. See "Financial Highlights" for the Portfolio's annual
turnover rate during each year since inception.
    


14

<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

      RISK FACTORS

   
      General. Investors should realize that risk of loss is inherent in the
ownership of any securities and that the Portfolio's net asset value will
fluctuate, reflecting fluctuations in the market value of its portfolio
positions. For debt securities, the market value is subject to changing interest
rates, which generally vary inversely from the prices of debt securities. The
Portfolio normally will invest in a substantial number of issuers; however, the
Portfolio has registered under the Investment Company Act of 1940 (the "Act") as
a "non-diversified" fund so that it will be able to invest more than 5% of its
assets in the securities of an issuer. Since, as a "non-diversified" fund, the
Portfolio is permitted to invest a greater proportion of its assets in the
securities of a smaller number of issuers, the Portfolio may be subject to
greater credit and liquidity risks with respect to its individual portfolio than
a fund that is more broadly diversified. In addition, concentration of the
Portfolio's assets in one or a few countries or currencies will subject the
Portfolio to greater risks than if the Portfolio's assets were not
geographically concentrated. Please see the Appendix for additional information
about the risks associated with an investment in the Portfolio.
    

      Non-U.S. Securities. Investments in securities of non-U.S. 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
Portfolio 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 Portfolio 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, repatriation, 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. Non-U.S. 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 prices more volatile than securities of comparable U.S.
companies. Transaction costs on non-U.S. 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. The Portfolio might
also have greater difficulty taking appropriate legal action in non-U.S. courts.


                                                                              15

<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

      Dividend and interest income from non-U.S. securities will generally be
subject to withholding taxes by the country in which the issuer is located and
may not be recoverable by the Portfolio or the investors.

      Securities of Emerging Market Countries. An emerging market country
generally is considered to be a country that is in the initial stages of its
industrialization cycle. Investing in the equity and fixed-income markets of
emerging market 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 the Portfolio'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 were never finally settled. There can be no
assurance that any investments that the Portfolio 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 Portfolio could lose its entire
investment in the market involved. Moreover, changes in the leadership of
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 the Portfolio'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.
    

--------------------------------------------------------------------------------
Valuation of Shares
--------------------------------------------------------------------------------

      The Portfolio's net asset value per share is determined as of the close of
regular trading on the NYSE on each day that the NYSE is open, by dividing the
value of the Portfolio's net assets attributable to each Class by the total
number of shares of the Class outstanding.

      Generally, the Portfolio's investments are valued at market value or, in
the absence of a market value with respect to any securities, at fair value as
determined


16
<PAGE>

--------------------------------------------------------------------------------
Valuation of Shares (continued)
--------------------------------------------------------------------------------

by or under the direction of the Fund's Board of Directors. Portfolio securities
which are traded primarily on foreign exchanges are generally valued at the
preceding closing values of such securities on their respective exchanges,
except that when an occurrence subsequent to the time a value was so established
is likely to have changed such value, then the fair market value of those
securities will be determined by consideration of other factors or under the
direction of the Board of Directors. A security that is traded primarily on an
exchange is valued at the last sale price on that exchange or, if there were no
sales during the day, at the current quoted bid price. Over-the-counter
securities are valued on the basis of the bid price at the close of business on
each day. Long-term debt obligations are valued at the average of the quoted bid
and asked prices for such securities or, if such prices are not available, at
the prices for securities of comparable maturity, quality and type; however,
when the investment adviser deems it appropriate, prices obtained for the day of
valuation from a bond pricing service will be used. Short-term investments that
will mature in 60 days or less are stated at amortized cost, which approximates
market value. An option generally is valued at the last sale price or, in the
absence of the last sale price, the last offer price.

--------------------------------------------------------------------------------
Dividends, Distributions and Taxes
--------------------------------------------------------------------------------

      DIVIDENDS AND DISTRIBUTIONS

      The Fund declares and pays quarterly income dividends on shares of the
Portfolio and makes annual distributions of capital gains, if any, on such
shares.

      If a shareholder does not otherwise instruct, dividends and capital gain
distributions will be reinvested automatically in additional shares of the same
Class at net asset value, subject to no sales charge or CDSC.

      Income dividends and capital gain distributions that are invested are
credited to shareholders' accounts in additional shares at the net asset value
as of the close of business on the payment date. A shareholder may change the
option at any time by notifying his or her Smith Barney Financial Consultant.
Accounts held directly by First Data should notify First Data in writing at
least five business days prior to the payment date to permit the change to be
entered in the shareholder's account.

      The per share dividends on Class B and Class C shares of the Portfolio may
be lower than the per share dividends on Class A and Class Y shares principally
as a result of the distribution fee applicable with respect to Class B and Class
C shares. The per share dividends on Class A shares of the Portfolio may be
lower than the per share dividends on Class Y shares principally as a result of
the service fee applicable to Class A shares. Distributions of capital gains, if
any, will be in the same amount for Class A, Class B, Class C and Class Y
shares.


                                                                              17


<PAGE>

--------------------------------------------------------------------------------
Dividends, Distributions and Taxes (continued)
--------------------------------------------------------------------------------

      TAXES

      The Portfolio intends to qualify as a regulated investment company under
Subchapter M of the Code to be relieved of federal income tax on that part of
its net investment income and realized capital gains which it pays out to its
shareholders. To qualify, the Portfolio must meet certain tests, including
distributing at least 90% of its investment company taxable income, and deriving
less than 30% of its gross income from the sale or other disposition of certain
investments held for less than three months.

      Dividends from net investment income and distributions of realized
short-term capital gains on the sale of securities, whether paid in cash or
automatically invested in additional shares of the Portfolio, are taxable to
shareholders as ordinary income. The Portfolio's dividends will not qualify for
the dividends received deduction for corporations. Dividends and distributions
declared by the Portfolio may also be subject to state and local taxes.
Distributions out of net long-term capital gains (i.e., net long-term capital
gains in excess of net short-term capital losses) are taxable to shareholders as
long-term capital gains. Information as to the tax status of dividends paid or
deemed paid in each calendar year will be mailed to shareholders as early in the
succeeding year as practical but not later than January 3l.

      Income received by the Portfolio from sources within foreign countries may
be subject to withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. It is impossible to determine the rate of foreign tax in
advance since the amount of the Portfolio's assets to be invested in various
countries is not known. Such foreign taxes would reduce the income of the
Portfolio distributed to shareholders.

      If, at the end of the Portfolio's taxable year, more than 50% of the value
of the Portfolio's total assets consist of stock or securities of foreign
corporations, the Portfolio may make an election pursuant to which foreign
income taxes paid by it will be treated as paid directly by its shareholders.
The Portfolio will make this election only if it deems the election to be in the
best interests of shareholders, and will notify shareholders in writing each
year if it makes the election and the amount of foreign taxes to be treated as
paid by the shareholders. If the Portfolio makes such an election, the amount of
such foreign taxes would be included in the income of shareholders, and a
shareholder other than a foreign corporation or nonresident alien individual
could claim either a credit or, provided the shareholder itemizes deductions, a
deduction for U.S. federal income tax purposes for such foreign taxes.
Shareholders who choose to utilize a credit (rather than a deduction) for
foreign taxes will be subject to the limitation that the credit may not exceed
the shareholders U.S. tax (determined without regard to the availability of the
credit) attributable to their total foreign source taxable income. For this
purpose, the portion of dividends and distributions paid by the Portfolio from
its foreign source income will be treated as foreign source income. The
Portfolio's gains and losses


18


<PAGE>

--------------------------------------------------------------------------------
Dividends, Distributions and Taxes (continued)
--------------------------------------------------------------------------------

from the sale of securities and from certain foreign currency gains and losses
will generally be treated as derived from U.S. sources. The limitation on the
foreign tax credit is applied separately to foreign source "passive income,"
such as the portion of dividends received from the Portfolio that qualifies as
foreign source income. In addition, the foreign tax credit is allowed to offset
only 90% of the alternative minimum tax imposed on corporations and individuals.
Because of these limitations, shareholders may be unable to claim a credit for
the full amount of their proportionate share of the foreign income taxes paid by
the Portfolio.

      In determining gain or loss, a shareholder who redeems or exchanges shares
in the Portfolio within 90 days of the acquisition of such shares will not be
entitled to include in the tax basis the sales charges incurred in acquiring
such shares to the extent of any subsequent reduction in sales charges for
investing in the Portfolio or a different Portfolio of the Fund, such as
pursuant to the rights discussed in "Exchange Privilege."

      The Fund is required to withhold and remit to the U.S. Treasury 31% of
dividends, distributions and redemption proceeds to shareholders who fail to
provide a correct taxpayer identification number (the Social Security number in
the case of an individual) or to make the required certifications, or who have
been notified by the Internal Revenue Service that they are subject to backup
withholding and who are not otherwise exempt. The 31% withholding tax is not an
additional tax, but is creditable against a shareholder's federal income tax
liability.

      Prior to investing in shares of the Portfolio, investors should consult
with their tax advisors concerning the federal, state and local tax consequences
of such an investment.

--------------------------------------------------------------------------------
Purchase of Shares
--------------------------------------------------------------------------------

      GENERAL

      The Portfolio offers four Classes of shares. Class A shares are sold to
investors with an initial sales charge and Class B and Class C shares are sold
without an initial sales charge but are subject to a CDSC payable upon certain
redemptions. Class Y shares are sold without an initial sales charge or CDSC and
are available only to investors investing a minimum of $5,000,000 (except for
purchases of Class Y shares by Smith Barney Concert Series Inc., for which there
is no minimum purchase amount). See "Prospectus Summary --Alternative Purchase
Arrangements" for a discussion of factors to consider in selecting which Class
of shares to purchase.

      Purchases of Portfolio shares must be made through a brokerage account
maintained with Smith Barney, an Introducing Broker or an investment dealer in
the selling group. In addition, certain investors, including qualified
retirement plans


                                                                              19


<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares  (continued)
--------------------------------------------------------------------------------

and certain institutional investors, may purchase shares directly from the Fund.
When purchasing shares of the Portfolio, investors must specify whether the
purchase is for Class A, Class B, Class C or Class Y shares. No maintenance fee
will be charged by the Fund in connection with a brokerage account through which
an investor purchases or holds shares.

   
      Investors in Class A, Class B and Class C shares may open an account by
making an initial investment of at least $1,000 for each account, or $250 for an
IRA or a Self-Employed Retirement Plan in the Portfolio. Investors in Class Y
shares may open an account by making an initial investment of $5,000,000.
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 investment requirement for Class A,
Class B and Class C shares and the subsequent investment requirement for all
Classes in the Portfolio is $25. For shareholders purchasing shares of the
Portfolio through the Systematic Investment Plan on a monthly basis, the minimum
initial investment requirement for Class A, Class B and Class C shares and the
subsequent investment requirement for all Classes is $25. For shareholders
purchasing shares of the Portfolio through the Systematic Investment Plan on a
quarterly basis, the minimum initial investment requirement for Class A, Class B
and Class C shares and the subsequent investment requirement for all Classes is
$50. There are no minimum investment requirements in Class A shares for
employees of Travelers and its subsidiaries, including 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 its shares and to suspend the offering of shares from time
to time. Shares purchased will be held in the shareholder's account by the
Fund's transfer agent, First Data. Share certificates are issued only upon a
shareholder's written request to First Data.
    

      Purchase orders received by the Fund or Smith Barney prior to the close of
regular trading on the NYSE, on any day the Portfolio 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 Portfolio calculates its net
asset value, are priced according to the net asset value determined on that day,
provided the order is received by the Fund or Smith Barney prior to Smith
Barney's close of business. For shares purchased through Smith Barney or
Introducing Brokers purchasing through Smith Barney, payment for Portfolio
shares is due on the third business day after the trade date. In all other
cases, payment must be made with the purchase order.

      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


20


<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

   
      Systematic Investment Plan, Smith Barney or First Data 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 Portfolio account. A shareholder who has insufficient funds to
complete the transfer will be charged a fee of up to $25 by Smith Barney or
First Data. The Systematic Investment Plan also authorizes Smith Barney to apply
cash held in the shareholder's 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 Smith Barney
Financial Consultant.
    

      INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES

      The sales charges applicable to purchases of Class A shares of the
Portfolio are as follows:

                                                                     Dealers'
                              Sales Charge        Sales Charge      Reallowance
                                  % of               as % of          as % of
Amount of Investment         Offering Price      Amount Invested  Offering Price
--------------------------------------------------------------------------------

   Less than  $ 25,000            5.00%               5.26%           4.50%
  $ 25,000 -    49,999            4.00                4.17            3.60
    50,000 -    99,999            3.50                3.63            3.15
   100,000 -   249,999            3.00                3.09            2.70
   250,000 -   499,999            2.00                2.04            1.80
 500,000 and over                 *                   *               *
================================================================================

*Purchases of Class A shares, which when combined with current holdings of Class
A shares offered with a sales charge equal or exceed $500,000 in the aggregate,
will be made at net asset value without any initial sales charge, but will be
subject to a CDSC of 1.00% on redemptions made within 12 months of purchase. The
CDSC on Class A shares is payable to Smith Barney, which compensates Smith
Barney Financial Consultants and other dealers whose clients make purchases of
$500,000 or more. The CDSC is waived in the same circumstances in which the CDSC
applicable to Class B and Class C shares is waived. See "Deferred Sales Charge
Alternatives" and "Waivers of CDSC."

      Members of the selling group may receive up to 90% of the sales charge and
may be deemed to be underwriters of the Fund as defined in the Securities Act of
1933, as amended.

      The reduced sales charges shown above apply to the aggregate of purchases
of Class A shares of the Portfolio made at one time by "any person," which
includes an individual, his or her spouse and children, or a trustee or other
fiduciary of a single trust estate or single fiduciary account. The reduced
sales charge minimums may also be met by aggregating the purchase with the net
asset value of all Class A shares offered with a sales charge held in funds
sponsored by Smith Barney listed under "Exchange Privilege."


                                                                              21

<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

      INITIAL SALES CHARGE WAIVERS

   
      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 Travelers and its subsidiaries and any of 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 Portfolio by merger, acquisition of assets or otherwise; (c) purchases
of Class A shares by any client of a newly employed Smith Barney Financial
Consultant (for a period up to 90 days from the commencement of the Financial
Consultant's employment with 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 Financial Consultant's prior employer, (ii)
was sold to the client by the Financial Consultant and (iii) was subject to a
sales charge; (d) shareholders who have redeemed Class A shares in the Portfolio
(or Class A shares of another fund of the Smith Barney Mutual Funds that are
sold with a maximum 5.00% sales charge) and who wish to reinvest their
redemption proceeds in the Portfolio, provided the reinvestment is made within
60 calendar days of the redemption; (e) accounts managed by registered
investment advisory subsidiaries of Travelers; (f) direct rollovers by plan
participants of distributions from a 401(k) plan offered to employees of
Travelers or its subsidiaries or a 401(k) plan enrolled in the 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; and (h) purchases by investors
participating in a Smith Barney fee-based arrangement. 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 Portfolio 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 Portfolio and of funds sponsored by Smith Barney
which are offered with a sales charge listed under "Exchange Privilege" then
held by such person and 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


22

<PAGE>

--------------------------------------------------------------------------------
Purchase Of Shares (Continued)
--------------------------------------------------------------------------------

is subject to modification or discontinuance at any time with respect to all
shares purchased thereafter.

      GROUP PURCHASES

      Upon completion of certain automated systems, a reduced sales charge or
purchase at net asset value will also be available to employees (and partners)
of the same employer purchasing as a group, provided each participant makes the
minimum initial investment required. The sales charge applicable to purchases by
each member of such a group will be determined by the table set forth above
under "Initial Sales Charge Alternative--Class A Shares," and will be based upon
the aggregate sales of Class A shares of Smith Barney Mutual Funds offered with
a sales charge to, and share holdings of, all members of the group. To be
eligible for such reduced sales charges or to purchase at net asset value, all
purchases must be pursuant to an employer- or partnership-sanctioned plan
meeting certain requirements. One such requirement is that the plan must be open
to specified partners or employees of the employer and its subsidiaries, if any.
Such plan may, but is not required to, provide for payroll deductions, IRAs or
investments pursuant to retirement plans under Section 401 or 408 of the Code.
Smith Barney may also offer a reduced sales charge or net asset value purchase
for aggregating related fiduciary accounts under such conditions that Smith
Barney will realize economies of sales efforts and sales related expenses. An
individual who is a member of a qualified group may also purchase Class A shares
at the reduced sales charge applicable to the group as a whole. The sales charge
is based upon the aggregate dollar value of Class A shares offered with a sales
charge that have been previously purchased and are still owned by the group,
plus the amount of the current purchase. A" qualified group" is one which (a)
has been in existence for more than six months, (b) has a purpose other than
acquiring Portfolio shares at a discount and (c) satisfies uniform criteria
which enable Smith Barney to realize economies of scale in its costs of
distributing shares. A qualified group must have more than 10 members, must be
available to arrange for group meetings between representatives of the Portfolio
and the members, and must agree to include sales and other materials related to
the Portfolio in its publications and mailings to members at no cost to Smith
Barney. In order to obtain such reduced sales charge or to purchase at net asset
value, the purchaser must provide sufficient information at the time of purchase
to permit verification that the purchase qualifies for the reduced sales charge.
Approval of group purchase reduced sales charge plans is subject to the
discretion of Smith Barney.

      LETTER OF INTENT

      Class A Shares. A Letter of Intent for amounts of $50,000 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


                                                                              23
<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

Investment" as referred to in the preceding sales charge table includes
purchases of all Class A shares of the Portfolio 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
Smith Barney Financial Consultant or First Data to obtain a Letter of Intent
application.

      Class Y Shares. A Letter of Intent may also be used as a way for investors
to meet the minimum investment requirement for Class Y shares. Such investors
must make an initial minimum purchase of $1,000,000 in Class Y shares of the
Portfolio and agree to purchase a total of $5,000,000 of Class Y shares of the
same Portfolio within six months from the date of the Letter. If a total
investment of $5,000,000 is not made within the six-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 Portfolio's Class A shares, which may include a CDSC of 1.00%.
Please contact a Smith Barney Financial Consultant or First Data for further
information.

      DEFERRED SALES CHARGE ALTERNATIVES

      CDSC 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 CDSC, however, may be imposed on certain
redemptions of these shares. "CDSC Shares" are: (a) Class B shares; (b) Class C
shares; and (c) Class A shares which when combined with Class A shares offered
with a sales charge currently held by an investor equal or exceed $500,000 in
the aggregate.

      Any applicable CDSC 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. CDSC Shares that are redeemed will not be subject to a CDSC
to the extent that the value of such shares represents: (a) capital appreciation
of Portfolio 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 C shares and Class
A shares that are CDSC Shares, shares redeemed more than 12 months after their
purchase.

      Class C shares and Class A shares that are CDSC Shares are subject to a
1.00% CDSC if redeemed within 12 months of purchase. In circumstances in which
the


24
<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

   
      CDSC 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
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 Smith Barney 401(k) Program, as described below.
See "Purchase of Shares--Smith Barney 401(k) and ExecChoice(TM) Programs."

                Year Since Purchase
                 Payment Was Made                        CDSC
--------------------------------------------------------------------------------
                  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. Shareholders who held Class B shares of Smith Barney
Shearson Short-Term World Income Fund (the "Short-Term World Income Fund") on
July 15, 1994 and who subsequently exchange those shares for Class B shares of
the Portfolio will be offered the opportunity to exchange all such Class B
shares for Class A shares of the Portfolio four years after the date on which
those shares were deemed to have been purchased. Holders of such Class B shares
will be notified of the pending exchange in writing approximately 30 days before
the fourth anniversary of the purchase date and, unless the exchange has been
rejected in writing, the exchange will occur on or about the fourth anniversary
date. See "Prospectus Summary-- Alternative Purchase Arrangements--Class B
Shares Conversion Feature."

      In determining the applicability of any CDSC, 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 CDSC 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 Portfolio shares
being redeemed will be considered to represent, as applicable, capital
appreciation or dividend and capital


                                                                              25

<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

gain distribution reinvestments in such other funds. For Federal income tax
purposes, the amount of the CDSC will reduce the gain or increase the loss, as
the case may be, on the amount realized on redemption. The amount of any CDSC
will be paid to Smith Barney.

      To provide an example, assume an investor purchased 100 Class B shares at
$10 per share for a cost of $1,000. Subsequently, the investor acquired 5
additional shares 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 CDSC 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 CDSC

   
      The CDSC 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") (provided, however, that 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) redemption 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 a combination of the Portfolio with any
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 CDSC imposed on the
prior redemption. CDSC waivers will be granted subject to confirmation (by Smith
Barney in the case of shareholders who are also Smith Barney clients or by First
Data in the case of all other shareholders) of the shareholder's status or
holdings, as the case may be.

      SMITH BARNEY 401(K) AND EXECCHOICE(TM) PROGRAMS

      Investors may be eligible to participate in the Smith Barney 401(k)
Program or the Smith Barney ExecChoice(TM) Program. To the extent applicable,
the same terms and conditions, which are outlined below, are offered to all
plans participating ("Participating Plans") in these programs.
    


26

<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

   
      The Portfolio offers to Participating Plans Class A and Class C shares as
investment alternatives under the Smith Barney 401(k) and ExecChoice(TM)
Programs. Class A and Class C shares acquired through the Participating Plans
are subject to the same service and/or distribution fees as the Class A and
Class C shares acquired by other investors; however, they are not subject to any
initial sales charge or CDSC. Once a Participating Plan has made an initial
investment in the Portfolio, all of its subsequent investments in the Portfolio
must be in the same Class of shares, except as otherwise described below.

      Class A Shares. Class A shares of the Portfolio are offered without any
sales charge or CDSC to any Participating Plan that purchases $1,000,000 or more
of Class A shares of one or more funds of the Smith Class C Shares. Class C
shares of the Portfolio are offered without any sales charge or CDSC to any
Participating Plan that purchases less than $1,000,000 of Class C shares of one
or more funds of the Smith Barney Mutual Funds.

      401(k) and ExecChoice(TM) Plans Opened On or After June 21, 1996. If, at
the end of the fifth year after the date the Participating Plan enrolled in the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program, a
Participating Plan's total Class C 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 C shares for Class A shares of the
Portfolio. (For Participating Plans that were originally established through a
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.

      401(k) Plans Opened Prior to June 21, 1996. In any year after the date a
Participating Plan enrolled in the Smith Barney 401(k) Program or
ExecChoice(TM), if its total Class C 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
C shares for Class A shares of the Portfolio. 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 Smith Barney 401(k) Program or
ExecChoice(TM), whether opened before or after June 21, 1996, that has not
previously qualified for
    


                                                                              27

<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

   
an exchange into Class A shares will be offered the opportunity to exchange all
of its Class C shares for Class A shares of the Portfolio regardless of asset
size, at the end of the eighth year after the date the Participating Plan
enrolled in the Smith Barney 401(k) or ExecChoice(TM) Program. 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 C shares of the Portfolio but instead may acquire
Class A shares of the Portfolio. Any Class C shares not converted will continue
to be subject to the distribution fee.

      Participating Plans wishing to acquire shares of the Portfolio through the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program must
purchase such shares directly from the Transfer Agent. For further information
regarding these Programs, investors should contact a Smith Barney Financial
Consultant.

      Existing 401(k) Plans Investing in Class B Shares. Class B shares of the
Portfolio 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 CDSC 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 Portfolio. 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 of the Portfolio but instead may acquire Class A shares of the
Portfolio. 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 CDSC 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 CDSC applies to the redemption by a
Participating Plan depends
    


28

<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

   
on the number of years since the Participating Plan first became enrolled in the
Smith Barney 401(k) Program, unlike the applicability of the CDSC 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 CDSC 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 59 1/2 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
--------------------------------------------------------------------------------

   
      Except as otherwise noted below, shares of each Class may be exchanged for
shares of the same Class in the following funds of the 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 C shares are subject to
minimum investment requirements and all shares are subject to the other
requirements of the fund into which exchanges are made.
    

FUND NAME

Growth Funds
      Smith Barney Aggressive Growth Fund Inc.
      Smith Barney Appreciation Fund Inc.
      Smith Barney Fundamental Value Fund Inc.
      Smith Barney Growth Opportunity Fund
      Smith Barney Managed Growth Fund
      Smith Barney Natural Resources Fund Inc.
      Smith Barney Special Equities Fund

       

Growth and Income Funds
      Concert Social Awareness Fund
      Smith Barney Convertible Fund
      Smith Barney Funds, Inc. -- Equity Income Portfolio
      Smith Barney Growth and Income Fund
      Smith Barney Premium Total Return Fund
      Smith Barney Utilities Fund
       


                                                                              29

<PAGE>

--------------------------------------------------------------------------------
Exchange Privilege (continued)
--------------------------------------------------------------------------------

   
Taxable Fixed-Income Funds
   ** Smith Barney Adjustable Rate Government Income Fund
      Smith Barney Diversified Strategic Income Fund
  +++ Smith Barney Funds, Inc. -- Short-Term U.S. Treasury Securities Portfolio
      Smith Barney Funds, Inc. -- U.S. Government Securities Portfolio
      Smith Barney Government Securities Fund
      Smith Barney High Income Fund
      Smith Barney Investment Grade Bond Fund
      Smith Barney Managed Governments Fund Inc.

Tax-Exempt Funds
      Smith Barney Arizona Municipals Fund Inc.
      Smith Barney California Municipals Fund Inc.
    * Smith Barney Intermediate Maturity California Municipals Fund
    * Smith Barney Intermediate Maturity New York Municipals Fund
      Smith Barney Managed Municipals Fund Inc.
      Smith Barney Massachusetts Municipals Fund
      Smith Barney Muni Funds -- Florida Portfolio
      Smith Barney Muni Funds -- Georgia Portfolio
    * Smith Barney Muni Funds -- Limited Term Portfolio
      Smith Barney Muni Funds -- National Portfolio
      Smith Barney Muni Funds -- New York Portfolio
      Smith Barney Muni Funds -- Pennsylvania Portfolio
      Smith Barney New Jersey Municipals Fund Inc.
      Smith Barney Oregon Municipals Fund
      Smith Barney Tax-Exempt Income Fund
    

International Funds
      Smith Barney World Funds, Inc. -- Emerging Markets Portfolio
      Smith Barney World Funds, Inc. -- European Portfolio
      Smith Barney World Funds, Inc. -- Global Government Bond Portfolio
      Smith Barney World Funds, Inc. -- International Equity Portfolio
      Smith Barney World Funds, Inc. -- Pacific Portfolio

   
Smith Barney Concert Allocation Series Inc.
      Smith Barney Concert Allocation Series Inc. -- Balanced Portfolio
      Smith Barney Concert Allocation Series Inc. -- Conservative Portfolio
      Smith Barney Concert Allocation Series Inc. -- Growth Portfolio
      Smith Barney Concert Allocation Series Inc. -- High Growth Portfolio
      Smith Barney Concert Allocation Series Inc. -- Income Portfolio
    
       

Money Market Funds
    + Smith Barney Exchange Reserve Fund
   ++ Smith Barney Money Funds, Inc. -- Cash Portfolio
   ++ Smith Barney Money Funds, Inc. -- Government Portfolio



30

<PAGE>

--------------------------------------------------------------------------------
Exchange Privilege (continued)
--------------------------------------------------------------------------------

  *** Smith Barney Money Funds, Inc. -- Retirement Portfolio
  +++ Smith Barney Municipal Money Market Fund, Inc.
  +++ Smith Barney Muni Funds -- California Money Market Portfolio
  +++ Smith Barney Muni Funds -- New York Money Market Portfolio

================================================================================
*   Available for exchange with Class A, Class C and Class Y shares of the
    Portfolio.
**  Available for exchange with Class A, Class B and Class Y shares of the
    Portfolio. In addition, shareholders who own Class C shares of the
    Portfolio through the Smith Barney 401(k) Program may exchange those
    shares for Class C shares of this fund.
*** Available for exchange with Class A shares of the Portfolio.
+   Available for exchange with Class B and Class C shares of the Portfolio.
   
++  Available for exchange with Class A and Class Y shares of the Portfolio.
    In addition, shareholders who own Class C shares of the Portfolio through
    the Smith Barney 401(k) or ExecChoice(TM) Programs may exchange those
    shares for Class C shares of this fund.
    
+++ Available for exchange with Class A and Class Y shares of the Portfolio.

   
      Class B Exchanges. In the event a Class B shareholder (unless such
shareholder was a Class B shareholder of the Short-Term World Income Fund on
July 15, 1994) wishes to exchange all or a portion of his or her shares in any
of the funds imposing a higher CDSC than that imposed by the Portfolio, the
exchanged Class B shares will be subject to the higher applicable CDSC. 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 Portfolio that have been exchanged.
    

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

   
      Class A and Class Y Exchanges. Class A and Class Y shareholders of the
Portfolio 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. Although the
exchange privilege is an important benefit, excessive exchange transactions can
be detrimental to the Portfolio's performance and its shareholders. The Manager
may determine that a pattern of frequent exchanges is excessive and contrary to
the best interests of the Portfolio's other shareholders. In this event, the
Fund may, at its discretion, decide to limit additional purchases and/or
exchanges by the shareholder. Upon such a determination, the Fund will provide
notice in writing or by telephone to the shareholder at least 15 days prior to
suspending the exchange privilege and during the 15 day period the shareholder
will be required to (a) redeem his or her shares in the Portfolio or (b) remain
invested in the Portfolio or exchange into any of the funds of the Smith Barney
Mutual Funds ordinarily available, which position the shareholder would be
expected to maintain for a significant period of time. All relevant factors will
be considered in determining what constitutes an abusive pattern of exchanges.


                                                                              31



<PAGE>

--------------------------------------------------------------------------------
Exchange Privilege (continued)
--------------------------------------------------------------------------------

   
      Certain shareholders may be able to exchange shares by telephone. See
"Redemption of Shares -- Telephone Redemption and Exchange Program." Exchanges
will be processed at the net asset value next determined. Redemption procedures
discussed below are also applicable for exchanging shares, and exchanges will be
made upon receipt of all supporting documents in proper form. If the account
registration of the shares of the fund being acquired is identical to the
registration of the shares of the fund exchanged, no signature guarantee is
required. A capital gain or loss for tax purposes will be realized upon the
exchange, depending upon the cost or other basis of shares redeemed. Before
exchanging shares, investors should read the current prospectus describing the
shares to be acquired. The Portfolio reserves the right to modify or discontinue
exchange privileges upon 60 days' prior notice to shareholders.
    

      Redemption of Shares

      The Fund is required to redeem the shares of the Portfolio 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 CDSC. 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 the Fund's transfer
agent receives further instructions from Smith Barney, or if the shareholder's
account is not with Smith Barney, from the shareholder directly. 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 Act in extraordinary circumstances. Generally, if the redemption
proceeds are remitted to a Smith Barney brokerage account, these funds will not
be invested for the shareholder's benefit without specific instruction and 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.

      Shares held by Smith Barney as custodian must be redeemed by submitting a
written request to a Smith Barney Financial Consultant. Shares other than those
held by Smith Barney as custodian may be redeemed through an investor's
Financial Consultant, Introducing Broker or dealer in the selling group or by
submitting a written request for redemption to:


32



<PAGE>

--------------------------------------------------------------------------------
Redemption of Shares (continued)
--------------------------------------------------------------------------------

   
      Smith Barney World Funds, Inc./ International Balanced Portfolio 
      Class A, B, C, or Y (please specify) 
      c/o First Data Investor Services Group, Inc.
      P.O. Box 9134
      Boston, Massachusetts 02205-9134

      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 First Data together with the redemption request. Any
signature appearing on a share certificate, stock power or written redemption
request in excess of $2,000 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 $2,000 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. First Data 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 First Data receives all required documents in proper form.
    

      AUTOMATIC CASH WITHDRAWAL PLAN

      The Portfolio 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 earned over on exchanges
between funds or Classes of the Portfolio. Any applicable CDSC 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 CDSC at the time the withdrawal
plan commences.

      (With respect to withdrawal plans in effect prior to November 7, 1994, any
applicable CDSC 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 CDSC.) For further
information regarding the automatic cash withdrawal plan, shareholders should
contact a Smith Barney Financial Consultant.


      TELEPHONE REDEMPTION AND EXCHANGE PROGRAM

      Shareholders who do not have a Smith Barney brokerage account may be


                                                                              33

<PAGE>

--------------------------------------------------------------------------------
Redemption of Shares (continued)
--------------------------------------------------------------------------------

eligible to redeem and exchange Fund shares by telephone. To determine if a
shareholder is entitled to participate in this program, he or she should contact
First Data 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 First Data 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 $10,000 of any class or classes
of the Fund's shares, may be made by eligible shareholders by calling First Data
at 1-800-451-2010. Such requests may be made between 9:00 a.m. and 5:00 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 First Data 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 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.


34

<PAGE>

--------------------------------------------------------------------------------
Minimum Account Size
--------------------------------------------------------------------------------

   
      The Fund reserves the right to involuntarily liquidate any shareholder's
account in the Portfolio if the aggregate net asset value of the shares held in
the Portfolio account is less than $500. (If a shareholder has more than one
account in this Portfolio, each account must satisfy the minimum account size.)
The Fund, however, will not redeem shares based solely on market reductions in
net asset value. Before the Fund exercises such right, shareholders will receive
written notice and will be permitted 60 days to bring accounts up to the minimum
to avoid involuntary liquidation.
    

--------------------------------------------------------------------------------
Performance
--------------------------------------------------------------------------------

      From time to time the Portfolio may include its 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 C and Class Y shares of the Portfolio. These figures are based on
historical earnings and are not intended to indicate future performance. Total
return is computed for a specified period of time assuming deduction of the
maximum sales charge, if any, from the initial amount invested and reinvestment
of all income dividends and capital gain distributions on the reinvestment dates
at prices calculated as stated in this Prospectus, 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 with nonstandard total return information for differing periods
computed in the same manner but without annualizing the total return or taking
sales charges into account. The Portfolio 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 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's current return to yields published for other investment companies and
other investment vehicles. The Portfolio may also include comparative
performance information in advertising or marketing its shares. Such performance
information may include data from Lipper Analytical Services, Inc. and other
financial publications.


                                                                              35

<PAGE>

--------------------------------------------------------------------------------
Management of the Fund
--------------------------------------------------------------------------------

      BOARD OF DIRECTORS

   
      Overall responsibility for management and supervision of the Portfolio
rests with the Fund's Board of Directors. The Directors approve all significant
agreements between the Fund and the companies that furnish services to the Fund
and the Portfolio, including agreements with the Fund's distributor, investment
manager, custodian and transfer agent. The day-to-day operations of the
Portfolio are delegated to the Portfolio's investment manager. The Statement of
Additional Information contains background information regarding each Director
and executive officer of the Fund.
    

      MANAGER

   
      The Manager manages the day-to-day operations of the Portfolio pursuant to
a management agreement entered into by the Fund on behalf of the Portfolio under
which the Manager is responsible for furnishing or causing to be furnished to
the Portfolio advice and assistance with respect to the acquisition, holding or
disposal of securities and recommendations with respect to other aspects and
affairs of the Portfolio and furnishes the Portfolio with bookkeeping,
accounting and administrative services, office space and equipment, and the
services of the officers and employees of the Fund. By written agreement the
research and other departments and staff of Smith Barney furnish the Manager
with information, advice and assistance and are available for consultation on
the Portfolio, thus Smith Barney may also be considered an investment adviser to
the Fund. Smith Barney's services are paid for by the Manager on the basis of
direct and indirect costs to Smith Barney of performing such services; there is
no charge to the Fund for such services. For the services provided by the
Manager, the Portfolio pays the Manager an annual fee calculated at the rate of
0.85% of the Portfolio's average daily net assets, paid monthly. Although this
fee is higher than that paid by most investment companies, the Portfolio's
management has determined that it is comparable to the fee charged by other
investment advisers of investment companies that have similar investment
objectives and policies.

      For the Portfolio's last fiscal year the management fee was 0.85% of the
Portfolio's average net assets and the total operating expenses were 1.81% for
the Class A shares; 2.62% for Class B shares; 2.62% for Class C shares; and
1.21% for Class Y shares.
    

      The management agreement further provides that all other expenses not
specifically assumed by the Manager under the management agreement on behalf of
the Portfolio are borne by the Fund. Expenses payable by the Fund include, but
are not limited to, all charges of custodians (including sums as custodian and
sums for keeping books and for rendering other services to the Fund) and
shareholder servicing agents, expenses of preparing, printing and distributing
all prospectuses,


36

<PAGE>

--------------------------------------------------------------------------------
Management of the Fund (continued)
--------------------------------------------------------------------------------

proxy material, reports and notices to shareholders, all expenses of
shareholders' and directors' meetings, filing fees and expenses relating to the
registration and qualification of the Fund's shares and the Fund under federal
or state securities laws and maintaining such registrations and qualifications
(including the printing of the Fund's registration statements), fees of auditors
and legal counsel, costs of performing portfolio valuations, out-of-pocket
expenses of directors and fees of directors who are not "interested persons" as
defined in the Act, interest, taxes and governmental fees, fees and commissions
of every kind, expenses of issue, repurchase or redemption of shares, insurance
expense, association membership dues, all other costs incident to the Fund's
existence and extraordinary expenses such as litigation and indemnification
expenses. Direct expenses are charged to each of the Fund's Portfolios; general
corporate expenses are allocated on the basis of relative net assets.

   
      The Manager was incorporated on March 12, 1968 under the laws of Delaware.
As of December 31, 1996 the Manager had aggregate assets under management of
approximately $80 billion. The Manager, Smith Barney and Holdings are each
located at 388 Greenwich Street, New York, New York 10013. The term "Smith
Barney" in the title of the Fund has been adopted by permission of Smith Barney
and is subject to the right of Smith Barney to elect that the Fund stop using
the term in any form or combination of its name.
    

      PORTFOLIO MANAGEMENT

      The Portfolio is managed by Maurits E. Edersheim, Jeffrey Russell, James
Conheady and Victor Filatov. Mr. Edersheim is Chairman and Advisory Director of
the Fund and is Deputy Chairman of Smith Barney International Incorporated. Mr.
Conheady and Mr. Russell, both Vice Presidents of the Fund and Managing
Directors of Smith Barney, are members of the International Money Management
team. Mr. Filatov is a Vice President of the Fund and President and Director of
Smith Barney Global Capital Management, Inc., an affiliate of Smith Barney. He
is also a Managing Director of Smith Barney. Prior to joining Smith Barney in
1993, Mr. Filatov was a Vice President of J.P. Morgan Securities, Inc.

      The percentage of the Portfolio's assets to be invested in equity and debt
securities will be determined by an asset allocation committee, made up of Mr.
Russell, Mr. Filatov and Heath B. McLendon, who is Chief Executive Officer of
the Fund.

   
      Management's discussion and analysis, and additional performance
information regarding the Portfolio during the fiscal year ended October 31,
1996 is included in the Annual Report dated October 31, 1996. A copy of the
Annual Report may be obtained upon request and without charge from a Smith
Barney Financial Consultant or by writing or calling the Fund at the address or
phone number listed on page one of this Prospectus.
    


                                                                              37

<PAGE>

--------------------------------------------------------------------------------
Distributor
--------------------------------------------------------------------------------

      Smith Barney distributes shares of the Portfolio as principal underwriter
and as such conducts a continuous offering pursuant to a "best efforts"
arrangement requiring Smith Barney to take and pay for only such securities as
may be sold to the public. Pursuant to a plan of distribution adopted by the
Portfolio under Rule 12b-1 under the Act (the "Plan"), Smith Barney is paid a
service fee with respect to Class A, Class B and Class C shares of the Portfolio
at the annual rate of 0.25% of the average daily net assets attributable to
these Classes. Smith Barney is also paid a distribution fee with respect to
Class B and Class C shares at the annual rate of 0.75% of the average daily net
assets attributable to these Classes. Class B shares that automatically convert
to Class A shares eight years after the date of original purchase will no longer
be subject to a distribution fee. The fees are used by Smith Barney to pay its
Financial Consultants for servicing shareholder accounts and, in the case of
Class B and Class C 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 Smith Barney Financial Consultants 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 Smith Barney associated
with the sale of Portfolio shares, including lease, utility, communications and
sales promotion expenses.

      The payments to Smith Barney Financial Consultants for selling shares of a
Class include a commission or fee paid by the investor or Smith Barney at the
time of sale and, with respect to Class A, Class B and Class C shares, a
continuing fee for servicing shareholder accounts for as long as a shareholder
remains a holder of that Class. Smith Barney Financial Consultants may receive
different levels of compensation for selling different Classes of shares.

      Payments under the Plan with respect to Class B and Class C shares are not
tied exclusively to the distribution and shareholder services expenses actually
incurred by Smith Barney and the payments may exceed distribution expenses
actually incurred. The Fund's Board of Directors will evaluate the
appropriateness of the Plan and its payment terms on a continuing basis and in
so doing will consider all relevant factors, including expenses borne by Smith
Barney, amounts received under the Plan and proceeds of the CDSC.

      Additional Information

      The Fund, an open-end investment company, was incorporated in Maryland on
March 22, 1991. The Fund has an authorized capital of 1,000,000,000 shares with
a par value of $.001 per share. The Board of Directors has authorized the
issuance of six series of shares, each representing shares in one of six
separate Portfolios and


38

<PAGE>

--------------------------------------------------------------------------------
Additional Information (continued)
--------------------------------------------------------------------------------

may authorize the issuance of additional series of shares in the future. The
assets of each Portfolio are segregated and separately managed and a
shareholder's interest is in the assets of the Portfolio in which he or she
holds shares. Class A, Class B, Class C and Class Y shares of the Portfolio
represent interests in the assets of the Portfolio and have identical voting,
dividend, liquidation and other rights on the same terms and conditions except
that expenses related to the distribution of each Class of shares are borne
solely by each Class and each Class of shares has exclusive voting rights with
respect to provisions of the Fund's Rule 12b-1 distribution plan which pertain
to a particular Class. As described under "Voting" in the Statement of
Additional Information, the Fund ordinarily will not hold meetings of
shareholders annually; however, shareholders have the right to call a meeting
upon a vote of 10% of the Fund's outstanding shares for the purpose of voting to
remove directors, and the Fund will assist shareholders in calling such a
meeting as required by the Act. Shares do not have cumulative voting rights or
preemptive rights and are fully paid, transferable and nonassessable when issued
for payment as described in this Prospectus.

   
      The Chase Manhattan Bank, located at Chase MetroTech Center, Brooklyn New
York 11245, serves as custodian of the Portfolio's investments.
    

      First Data, located at Exchange Place, Boston, Massachusetts 02109, serves
as the Fund's transfer agent.

      The Fund sends its shareholders a semi-annual report and an audited annual
report, which include listings of the investment securities held by the Fund at
the end of the period covered. In an effort to reduce the Fund's printing and
mailing costs, the Fund plans to consolidate the mailing of its semi-annual and
annual reports by household. This consolidation means that a household having
multiple accounts with the identical address of record will receive a single
copy of each report. In addition, the Fund also plans to consolidate the mailing
of its 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 account should contact their Smith Barney Financial Consultant or
the Fund's transfer agent.


                                                                              39

<PAGE>

--------------------------------------------------------------------------------
Appendix
--------------------------------------------------------------------------------

      FOREIGN CURRENCIES. The value of the Portfolio's investments, and the
value of dividends and interest earned by the Portfolio, may be significantly
affected by changes in currency exchange rates. Some foreign currency values may
be volatile, and there is the possibility of governmental controls on currency
exchange or governmental intervention in currency markets, which could adversely
affect the Portfolio. Although the Manager may attempt to manage currency
exchange rate risks, there is no assurance that the Manager will do so at an
appropriate time or that the Manager will be able to predict exchange rates
accurately. For example, if the Manager increases the Portfolio's exposure to a
foreign currency, and that currency's value subsequently falls, the Manager's
currency management may result in increased losses to the Portfolio. Similarly,
if the Manager hedges the Portfolio's exposure to a foreign currency, and that
currency's value rises, the Portfolio will lose the opportunity to participate
in the currency's appreciation.

      OPTIONS AND FUTURES CONTRACTS. The Portfolio may buy and sell options and
futures contracts to manage its exposure to changing interest rates, security
prices, and currency exchange rates. Some options and futures strategies,
including selling futures, buying puts, and writing calls, tend to hedge the
Portfolio's investments against price fluctuations. Other strategies, including
buying futures, writing puts, and buying calls, tend to increase market
exposure. Options and futures may be combined with each other or with forward
contracts in order to adjust the risk and return characteristics of the overall
strategy. The Portfolio may invest in options and futures based on any type of
security, index, or currency, including options and futures traded on foreign
exchanges and options not traded on exchanges.

      Options and futures can be volatile investments, and involve certain
risks. If the Manager applies a hedge at an inappropriate time or judges market
conditions incorrectly, options and futures strategies may lower the Portfolio's
return. The Portfolio could also experience losses if the prices of its options
and futures positions were poorly correlated with its other investments, or if
it could not close out its positions because of an illiquid secondary market.

      The Portfolio will not hedge more than 25% of its total assets by selling
futures, buying puts, and writing calls under normal conditions. In addition,
the Portfolio will not buy futures or write puts whose underlying value exceeds
25% of its total assets, and will not buy calls with a value exceeding 5% of its
total assets.

      SWAP AGREEMENTS. As one way of managing its exposure to different types of
investments, the Portfolio may enter into interest rate swaps, currency swaps,
and other types of swap agreements such as caps, collars, and floors. in a
typical interest rate swap, one party agrees to make regular payments equal to a


A-1

<PAGE>

--------------------------------------------------------------------------------
Appendix (continued)
--------------------------------------------------------------------------------

floating interest rate times a "notional principal amount," in return for
payments equal to a fixed rate times the same amount for a specified period of
time. If a swap agreement provides for payments in different currencies, the
parties might agree to exchange the notional principal amount as well. Swaps may
also depend on other prices or rates, such as the value of a index or mortgage
prepayment rates.

      Swap agreements are sophisticated hedging instruments that typically
involve a small investment of cash relative to the magnitude of risks assumed.
As a result, swaps can be highly volatile and may have a considerable impact on
the Portfolio's performance. Swap agreements are subject to risks related to the
counterparty's ability to perform, and may decline in value if the
counterparty's creditworthiness deteriorates. The Portfolio may also suffer
losses if it is unable to terminate outstanding swap agreements or reduce its
exposure through offsetting transactions.

      INDEXED SECURITIES. The Portfolio may invest in indexed securities,
including inverse floaters, whose value is linked to currencies, interest rates,
commodities, indices, or other financial indicators. Most indexed securities are
short to intermediate term fixed-income securities whose values at maturity or
interest rates rise or fall according to the change in one or more specified
underlying instruments. Indexed securities may be positively or negatively
indexed (i.e., their value may increase or decrease if the underlying instrument
appreciates), and may have return characteristics similar to direct investments
in the underlying instrument or to one or more options on the underlying
instrument. Indexed securities may be more volatile than underlying instrument
itself. No more than 5% of the Portfolio's assets will be invested in inverse
floaters.

      SOVEREIGN DEBT OBLIGATIONS. The Portfolio may purchase sovereign debt
instruments issued or guaranteed by foreign governments or their agencies,
including debt of developing countries. Sovereign debt may be in the form of
conventional securities or other types of debt instruments such as loans or loan
participations. Sovereign debt of developing countries may involve a high degree
of risk, and may be in default or present the risk of default. Governmental
entities responsible for repayment of the debt may be unable or unwilling to
repay principal and interest when due, and may require renegotiation or
rescheduling of debt payments. In addition, prospects for repayment of principal
and interest may depend on political as well as economic factors. Although some
sovereign debt, such as Brady Bonds, is collateralized by U.S. Government
securities, repayment of principal and interest is not guaranteed by the U.S.
Government.

      LOANS AND OTHER DIRECT DEBT INSTRUMENTS. The Portfolio may purchase
interests in amounts owed by a corporate, governmental, or other borrower to
another party. These interests may represent amounts owed to lenders or lending
syndicates (loans and loan participations), to suppliers of goods or


                                                                             A-2

<PAGE>

--------------------------------------------------------------------------------
APPENDIX (CONTINUED)
--------------------------------------------------------------------------------

services (trade claims or other receivables), or to other parties. Direct debt
instruments involve the risk of loss in case of default or insolvency of the
borrower and may offer less legal protection to the Portfolio in the event of
fraud or misrepresentation. In addition, loan participations involve a risk of
insolvency of the lending bank or other financial intermediary. Direct debt
instruments may also include standby financing commitments that obligate the
Portfolio to supply additional cash to the borrower on demand.

      FLOATING AND VARIABLE RATE INCOME SECURITIES. Income securities may
provide for floating or variable rate interest or dividend payments. The
floating or variable rate may be determined by reference to a known lending
rate, such as a bank's prime rate, a certificate of deposit rate or the London
InterBank Offered Rate (LIBOR). Alternatively, the rate may be determined
through an auction or remarketing process. The rate also may be indexed to
changes in the values of interest rate or securities indexes, currency exchange
rates or other commodities. The amount by which the rate paid on an income
security may increase or decrease and may be subject to periodic or lifetime
caps. Floating and variable rate income securities include securities whose
rates vary inversely with changes in market rates of interest. Such securities
may also pay a rate of interest determined by applying a multiple to the
variable rate. The extent of increases and decreases in the value of securities
whose rates vary inversely with changes in market rates of interest generally
will be larger than comparable changes in the value of an equal principal amount
of a fixed rate security having similar credit quality, redemption provisions
and maturity.

      ZERO COUPON, DISCOUNT AND PAYMENT-IN-KIND SECURITIES. The Portfolio may
invest in "zero coupon" and other deep discount securities of governmental or
private issuers. Zero coupon securities generally pay no cash interest (or
dividends in the case of preferred stock) to their holders prior to maturity.
Payment-in-kind securities allow the lender, at its option, to make current
interest payments on such securities either in cash or in additional securities.
Accordingly, such securities usually are issued and traded at a deep discount
from their face or par value and generally are subject to greater fluctuations
of market value in response to changing interest rates than securities of
comparable maturities and credit quality that pay cash interest (or dividends in
the case of preferred stock) on a current basis.

      PREMIUM SECURITIES. The Portfolio may invest in income securities bearing
coupon rates higher than prevailing market rates. Such "premium" securities are
typically purchased at prices greater than the principal amounts payable on
maturity. The Portfolio will not amortize the premium paid for such securities
in calculating its net investment income. As a result, in such cases the


A-3

<PAGE>

--------------------------------------------------------------------------------
APPENDIX (CONTINUED)
--------------------------------------------------------------------------------

purchase of such securities provides the Portfolio a higher level of investment
income distributable to shareholders on a current basis than if the Portfolio
purchased securities bearing current market rates of interest. If securities
purchased by the Portfolio at a premium are called or sold prior to maturity,
the Portfolio will recognize a capital loss to the extent the call or sale price
is less than the purchase price. Additionally, the Portfolio will recognize a
capital loss if it holds such securities to maturity.

      YANKEE BONDS. The Portfolio may invest in U.S. dollar-denominated bonds
sold in the United States by non-U.S. issuers ("Yankee bonds"). As compared with
bonds issued in the United States, such bond issues normally carry a higher
interest rate but are less actively traded.

      BORROWINGS. The Portfolio may borrow from banks, on a secured or unsecured
basis, up to 25% of the value of its assets so long as the Portfolio maintains
asset coverage ratios specified in the Act. If the Portfolio borrows and uses
the proceeds to make additional investments, income and appreciation from such
investments will improve its performance if they exceed the associated borrowing
costs but impair its performance if they are less than such borrowing costs.
This speculative factor is known as "leverage."

      Leverage creates an opportunity for increased returns to shareholders of
the Portfolio but, at the same time, creates special risk considerations. For
example, leverage may exaggerate changes in the net asset value of the
Portfolio's shares and in the Portfolio's yield. Although the principal or
stated value of such borrowings will be fixed, the Portfolio assets may change
in value during the time the borrowing is outstanding. Leverage will create
interest or dividend expenses for the Portfolio which can exceed the income from
the assets retained. To the extent the income or other gain derived from
securities purchased with borrowed funds exceeds the interest or dividends the
Portfolio will have to pay in respect thereof, the Portfolio's net income or
other gain will be greater than if leverage had not been used. Conversely, if
the income or other gain from the incremental assets is not sufficient to cover
the cost of leverage, the net income or other gain of the Portfolio will be less
than if leverage had not been used. If the amount of income from the incremental
securities is insufficient to cover the cost of borrowing, securities might have
to be liquidated to obtain required funds. Depending on market or other
conditions, such liquidations could be disadvantageous to the Portfolio.

      REPURCHASE AGREEMENTS AND SECURITIES LOANS. The Portfolio may enter into
repurchase agreements on up to 25% of its assets and may lend for a fee
portfolio securities amounting up to one-third of its assets. These transactions
must be fully collateralized at all times, and the Manager will monitor the
value of the


                                                                             A-4

<PAGE>

--------------------------------------------------------------------------------
Appendix (continued)
--------------------------------------------------------------------------------

   
collateral, which will be marked to the market daily, to determine that the
value is at least 100% of the agreed upon sum to be paid to the Portfolio.
Repurchase agreements and lending of portfolio securities involve some credit
risk to the Portfolio, if the other party defaults on its obligations, since the
Portfolio could be delayed or prevented from recovering the collateral.
    

      FOREIGN REPURCHASE AGREEMENTS. In addition to repurchase agreements solely
in U.S. markets, the Portfolio may enter into repurchase agreements with respect
to foreign securities and repurchase agreements denominated in foreign
currencies. Foreign repurchase agreements may be less well secured than
repurchase agreements in U.S. markets, and may involve greater risks of loss if
the counterparty should default on its obligations. As a result, the
creditworthiness of the other party is an especially important concern.

      ILLIQUID INVESTMENTS. The Portfolio may invest up to 15% of its assets in
illiquid investments. Under the supervision of the Board of Directors, the
Manager determines the liquidity of the Portfolio's investments. The absence of
a trading market can make it difficult to ascertain a market value for illiquid
investments. Disposing of illiquid investments may involve time-consuming
negotiation and legal expenses, and it may be difficult or impossible for a
Portfolio to sell them promptly at an acceptable price.

   
      RESTRICTED SECURITIES. The Portfolio may invest no more than 5% of its
total assets in securities which cannot be sold to the public without
registration under the Securities Act of 1933 (restricted securities). Unless
registered for sale, these securities can only be sold in privately negotiated
transactions or pursuant to an exemption from registration. Restricted
securities (excluding securities issued pursuant to Rule 144A of the Securities
Act of 1933) are considered to be illiquid and are subject to the 15% limitation
on investments in illiquid securities.

      DELAYED-DELIVERY TRANSACTIONS. The Portfolio may buy and sell securities
on a when-issued or delayed-delivery basis, with payment and delivery taking
place at a future date. The market value of securities purchased in this way may
change before the delivery date, which could increase fluctuation in the
Portfolio's yield. Although the Portfolio has not established any limit on the
percentage of its assets that may be committed in connection with such
transactions, the Portfolio will maintain a segregated account with its
custodian of cash, debt securities of any grade or equity securities,
denominated in U.S. dollars or non-U.S. currencies in an aggregate amount equal
to the amount of its commitment in connection with such transactions, provided
such securities have been determined by the Manager to be liquid and
unencumbered, and are marked to market daily, pursuant to guidelines established
by the Directors.
    


A-5

<PAGE>

                                                                    SMITH BARNEY
                                                                    ------------

                                                A Member of TravelrsGroup [Logo]


                                                                    Smith Barney
                                                               World Funds, Inc.
                                                                   International
                                                              Balanced Portfolio


                                                            388 Greenwich Street
                                                        New York, New York 10013

   
                                                                    FD 0575 2/97
    


PROSPECTUS


                                                                    SMITH BARNEY
                                                               WORLD FUNDS, INC.

                                                                   International
                                                                          Equity
                                                                       Portfolio

                                                             Class Z Shares Only
   
                                                               FEBRUARY 28, 1997
    
                                                   Prospectus begins on page one


[Logo] Smith Barney Mutual Funds
       Investing for your future.
       Every day.

<PAGE>

   
--------------------------------------------------------------------------------
Prospectus                                                     February 28, 1997
--------------------------------------------------------------------------------
     Smith Barney World Funds, Inc.
     International Equity Portfolio
     388 Greenwich Street
     New York, New York 10013
     (212) 723-9218
    

     The International Equity Portfolio (the "Portfolio") is one of    the    
investment portfolios that currently comprise Smith Barney World Funds, Inc.
(the "Fund"). The Portfolio seeks a total return on its assets from growth of
capital and income. The Portfolio seeks to achieve its objective by investing at
least 65% of its assets in a diversified portfolio of equity securities of
established non-United States issuers. The Portfolio may borrow for investment
purposes, which involves certain risk considerations; see "Leverage."

     This Prospectus sets forth concisely certain information about the Fund and
the Portfolio, including expenses, that prospective investors will find helpful
in making an investment decision. Investors are encouraged to read this
Prospectus carefully and retain it for future reference.

     The Class Z shares described in this Prospectus are currently offered
exclusively for sale to tax-exempt employee benefit and retirement plans of
Smith Barney Inc. ("Smith Barney") or any of its affiliates ("Qualified Plans").

   
     Additional information about the Portfolio is contained in a Statement of
Additional Information dated February 28, 1997, as amended or supplemented from
time to time, that is available upon request and without charge by calling or
writing the Fund at the telephone number or address set forth above or by
contacting a Smith Barney Financial Consultant. The Statement of Additional
Information has been filed with the Securities and Exchange Commission (the
"SEC") and is incorporated by reference into this Prospectus in its entirety.
    

SMITH BARNEY INC.
Distributor

SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
Investment Manager

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                                                                               1
<PAGE>

--------------------------------------------------------------------------------
Table of Contents
--------------------------------------------------------------------------------

Portfolio Expenses                                                             3
--------------------------------------------------------------------------------
Financial Highlights                                                           4
--------------------------------------------------------------------------------
Investment Objective and Management Policies                                   5
--------------------------------------------------------------------------------
Valuation of Shares                                                           13
--------------------------------------------------------------------------------
Dividends, Distributions and Taxes                                            14
--------------------------------------------------------------------------------
Purchase, Exchange and Redemption of Shares                                   15
--------------------------------------------------------------------------------
Performance                                                                   16
--------------------------------------------------------------------------------
Management of the Fund                                                        17
--------------------------------------------------------------------------------
Additional Information                                              18    
--------------------------------------------------------------------------------

================================================================================

     No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the Fund or
the Distributor. This Prospectus does not constitute an offer by the Fund or the
Distributor to sell or a solicitation of an offer to buy any of the securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction.

================================================================================


2


<PAGE>

--------------------------------------------------------------------------------
Portfolio Expenses
--------------------------------------------------------------------------------

   
     The following expense table lists the costs and expenses an investor will
incur either directly or indirectly as a shareholder of Class Z shares of the
Portfolio, based on operating expenses for Class Z shares for the fiscal year
ended October 31, 1996:

Annual Portfolio Operating Expenses
(as a percentage of average net assets)
            Management fees...........................  0.85%
            Other expenses............................  0.11
            Total Portfolio Operating Expenses........  0.96%
    

     The nature of the services for which the Fund pays management fees is
described under "Management of the Fund." "Other expenses" in the above table
include fees for shareholder services, custodial fees, legal and accounting
fees, printing costs and registration fees.

Example

     The following example is intended to assist an investor in understanding
the various costs that an investor in the Portfolio will bear directly or
indirectly. The example assumes payment by the Portfolio of operating expenses
at the levels set forth in the table above. See "Purchase and Redemption of
Shares" and "Management of the Fund."
                                            1 Year    3 Years  5 Years  10 Years
   
An investor would pay the following
expenses on a $1,000 investment in Class
Z shares of the Portfolio, assuming (1)
a 5.00% annual return and (2) redemption
at the end of each time period:              $10        $31      $53      $118
    

     The example also provides a means for the investor to compare expense
levels of funds with different fee structures over varying investment periods.
To facilitate such comparison, all funds are required to utilize a 5.00% annual
return assumption. However, the Portfolio's actual return will vary and may be
greater or less than 5.00%. This example should not be considered a
representation of past or future expenses and actual expenses may be greater or
less than those shown.

                                                                               3
<PAGE>

--------------------------------------------------------------------------------
Financial Highlights
--------------------------------------------------------------------------------
   
     The following information has been audited by KPMG Peat Marwick LLP,
independent auditors, whose report thereon appears in the Fund's annual report
dated October 31, 1996. The information set out below should be read in
conjunction with the financial statements and related notes that also appear in
the Fund's Annual Report to Shareholders, which is incorporated by reference
into the Statement of Additional Information.
    

For a share of capital stock outstanding throughout the    year    :

   
International Equity Portfolio                           1996(1)      1995(2)
--------------------------------------------------------------------------------
Net Asset Value, Beginning of Year                       $17.12       $18.38
--------------------------------------------------------------------------------
Income (Loss) From Operations:
  Net investment income                                    0.14         0.13*
  Net realized and unrealized gain (loss)                  1.57        (1.12)
--------------------------------------------------------------------------------
Total Income (Loss) From Operations                        1.71        (0.99)
--------------------------------------------------------------------------------
Less Distributions From:
  Net investment income                                   (0.21)       (0.17)
  Net realized gains (loss)(3)                               --        (0.10)
--------------------------------------------------------------------------------
Total Distributions                                       (0.21)       (0.27)
--------------------------------------------------------------------------------
Net Asset Value, End of Year                           $18.62       $17.12
--------------------------------------------------------------------------------
Total Return                                              10.13%       (5.01)%++
--------------------------------------------------------------------------------
Net Assets, End of Year (000s)                         $119,408      $94,387
--------------------------------------------------------------------------------
Ratios to Average Net Assets:
  Expenses(4)                                              0.97%        1.10%+
  Net investment income                                    0.55         1.06+
--------------------------------------------------------------------------------
Portfolio Turnover Rate                                      46%       42.10%
================================================================================
Average commissions paid on
  equity security transactions                            $0.02        $0.01
================================================================================
    

   
(1)  Per share amounts have been calculated using the monthly average shares
     method, which more appropriately presents the share data for the period
     since the use of the undistributed net investment income method does not
     accord with results of operations.
(2)  For the period from November 7, 1994 (inception date) to October 31, 1995.
(3)  Distributions from net investment income include short-term capital gains,
     if any, for Federal income tax purposes.
(4)  During the year ended October 31, 1996 and the period ended October 31,
     1995, the Portfolio has earned credits from the custodian which reduce
     service fees incurred. If the credits are taken into consideration, the
     ratios of expenses to average net assets for Class Z would be 0.91% and
     1.02%+, respectively.
*    Includes realized gains and losses from foreign currency transactions.
    
++   Total return is not annualized, as it may not be representative of the
     total return for the year.
+    Annualized.


4
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies
--------------------------------------------------------------------------------

     The investment objective of the Portfolio is to provide a total return on
its assets from growth of capital and income. The Portfolio seeks to achieve its
objective by investing at least 65% of its assets in a diversified portfolio of
equity securities of established non-United States issuers. There can be no
assurance that the investment objective of the Portfolio will be achieved.

     Under normal market conditions, the Portfolio invests at least 65% of its
assets in a diversified portfolio of equity securities consisting of dividend
and non-dividend paying common stock, preferred stock, convertible debt and
rights and warrants to such securities and up to 35% of the Portfolio's assets
in bonds, notes and debt securities (consisting of securities issued in the
Eurocurrency markets or obligations of the United States or foreign governments
and their political subdivisions) of established non-United States issuers.
Investments may be made for capital appreciation or for income or any
combination of both for the purpose of achieving a higher overall return than
might otherwise be obtained solely from investing for growth of capital or for
income. There is no limitation on the percent or amount of the Portfolio's
assets which may be invested for growth or income and, therefore, from time to
time the investment emphasis may be placed solely or primarily on growth of
capital or solely or primarily on income.

     In seeking to achieve its objective, the Portfolio presently expects to
invest its assets primarily in common stocks of established non-United States
companies which in the opinion of the investment adviser have potential for
growth of capital. However, there is no requirement that the Portfolio invest
exclusively in common stocks or other equity securities and, if deemed
advisable, the Portfolio may invest up to 35% of its assets in bonds, notes and
other debt securities (including securities issued in the Eurocurrency markets
or obligations of the United States or foreign governments and their political
subdivisions). When the investment adviser believes that the return on debt
securities will equal or exceed the return on common stocks, the Portfolio may,
in seeking its objective of total return, substantially increase its holdings
(up to a maximum of 35% of its assets) in such debt securities. In determining
whether the Portfolio will be invested for capital appreciation or for income or
any combination of both, the investment adviser regularly analyzes a broad range
of international equity and fixed income markets in order to assess the degree
of risk and level of return that can be expected from each market.

     The Portfolio will generally invest its assets broadly among countries and
will normally have represented in the portfolio business activities in not less
than three different countries. Except as stated below, the Portfolio will
invest at least 65% of its assets in companies organized or governments located
in any area of the world other than the United States, such as the Far East
(e.g., Japan, Hong Kong, Singapore, Malaysia), Western Europe (e.g., United
Kingdom, Germany, the Netherlands, France, Italy, Switzerland), Eastern Europe
(e.g., Hungary, Poland, the


                                                                               5
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

   
Czech Republic and the countries of the former Soviet Union), Central and South
America (e.g., Mexico, Chile and Venezuela), Australia, Canada and such other
areas and countries as the investment adviser may determine from time to time.
Allocation of the Portfolio's investments will depend upon the relative
attractiveness of the international markets and particular issuers.
Concentration of the Portfolio's assets in one or a few countries or currencies
will subject the Portfolio to greater risks than if the Portfolio's assets were
not geographically concentrated.

     Under unusual economic or market conditions as determined by the investment
adviser, for defensive purposes the Portfolio may temporarily invest all or a
major portion of its assets in U.S. government securities or in debt or equity
securities of companies incorporated in and having their principal business
activities in the United States. To the extent the Portfolio's assets are
invested for temporary defensive purposes, such assets will not be invested in a
manner designed to achieve the Portfolio's investment objective.

     In determining the appropriate distribution of investments among various
countries and geographic regions, the investment adviser ordinarily considers
the following factors: prospects for relative economic growth between countries;
expected levels of inflation; government policies influencing business
conditions; the outlook for currency relationships; and the range of individual
investment opportunities available to international investors. In the future, if
any other relevant factors arise they will also be considered. In analyzing
companies for investment, the investment adviser ordinarily looks for one or
more of the following characteristics: an above-average earnings growth per
share; high return on invested capital; healthy balance sheet; sound financial
and accounting policies and overall financial strength; strong competitive
advantages; effective research and product development and marketing; efficient
service; pricing flexibility; strength of management; and general operating
characteristics which will enable the company to compete successfully in its
market place. Ordinarily, the investment adviser will not view a company as
being sufficiently well established to be considered for inclusion in the
Portfolio unless the company, together with any predecessors, has been operating
for at least three fiscal years. However, the Portfolio may invest up to 5% of
its assets in such "unseasoned" issuers.
    

     It is expected that Portfolio securities will ordinarily be traded on a
stock exchange or other market in the country in which the issuer is principally
based, but may also be traded on markets in other countries including, in many
cases, the United States securities exchanges and over-the-counter markets.

     To the extent that the Portfolio's assets are not otherwise invested as
described above, the assets may be held in cash, in any currency, or invested in
U.S. as well as foreign high quality money market instruments and equivalents.

     The Portfolio's investment objective may be changed only by the "vote of a
majority of the outstanding securities" as defined in the Investment Company Act


6
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

of 1940 (the "1940 Act"). Certain of the Portfolio's investment policies are
non-fundamental and, as such, may be changed by the Board of Directors, provided
such change is not prohibited by the investment restrictions (which are set
forth in the Statement of Additional Information) or applicable law, and any
such change will first be disclosed in the then current prospectus.

     INVESTMENT PRACTICES

     The Portfolio may utilize from time to time one or more of the investment
practices described below to assist it in reaching its investment objective.
These practices involve potential risks which are summarized below. In addition,
the Statement of Additional Information contains more detailed or additional
information about certain of these practices, the potential risks and/or the
limitations adopted by the Portfolio to reduce such risks.

     In order to protect the dollar equivalent value of its portfolio securities
against declines resulting from currency value fluctuations and changes in
interest rate or other market changes, the Portfolio may enter into the
following hedging transactions: forward foreign currency contracts, interest
rate and currency swaps and financial instrument and market index futures
contracts and related options contracts. The Portfolio may also use leverage,
enter into repurchase transactions and lend its portfolio securities.

     Currency Transactions. The Portfolio will enter into various currency
transactions, i.e., forward foreign currency contracts, currency swaps, foreign
currency or currency index futures contracts and put and call options on such
contracts or on currencies. A forward foreign currency contract involves an
obligation to purchase or sell a specific currency for a set price at a future
date. A currency swap is an arrangement whereby each party exchanges one
currency for another on a particular date and agrees to reverse the exchange on
a later date at a specific exchange rate. Forward foreign currency contracts and
currency swaps are established in the interbank market conducted directly
between currency traders (usually large commercial banks or other financial
institutions) on behalf of their customers. Futures contracts are similar to
forward contracts except that they are traded on an organized exchange and the
obligations thereunder may be offset by taking an equal but opposite position to
the original contract, with profit or loss determined by the relative prices
between the opening and offsetting positions. The Portfolio may enter into these
currency contracts and swaps in primarily the following circumstances: to "lock
in" the U.S. dollar equivalent price of a security the Portfolio is
contemplating to buy or sell that is denominated in a non-U.S. currency; or to
protect against a decline against the U.S. dollar of the currency of a
particular country to which the Portfolio has exposure. The Portfolio may seek
to achieve the same economic result by utilizing from time to time for such
hedging a currency different


                                                                               7
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

from the one of the given portfolio security as long as, in the view of the
investment adviser, such currency is essentially correlated to the currency of
the relevant portfolio security based on historic and expected exchange rate
patterns.

     Interest Rate Transactions. The Portfolio will enter into various interest
rate transactions, i.e., futures contracts in various financial instruments and
interest rate related indices, put and call options on such futures contracts
and on such financial instruments and interest rate swaps. The Portfolio will
enter into these transactions primarily to "lock in" a return or spread on a
particular investment or portion of its portfolio and to protect against any
increase in the price of securities the Portfolio anticipates purchasing at a
later date. Interest rate swaps involve the exchange by the Portfolio with
another party of their respective commitment to pay or receive interest, e.g.,
an exchange of floating-rate payments for fixed-rate payments. The Portfolio
will not enter into an interest rate swap transaction in which its interest
commitment is greater or measured differently than the interest receivable on
specific portfolio securities. Interest rate swaps may be combined with currency
swaps to take advantage of rate differentials in different markets on the same
or similar securities.

     The Portfolio may enter into futures contracts and options on futures
contracts for non-hedging purposes, subject to applicable law.

     Market Index Transactions. The Portfolio may also enter into various market
index contracts, i.e., index futures contracts on particular non-U.S. securities
markets or industry segments and related put and call options. These contracts
are used primarily to protect the value of the Portfolio's securities against a
decline in a particular market or industry in which it is invested.

     General. The Portfolio will engage in the foregoing transactions primarily
as a means to hedge risks associated with management of its portfolio.
Investment in these contracts requires the Portfolio to deposit with the
applicable exchange or other specified financial intermediary as a good faith
deposit for its obligations an amount of cash or specified debt securities which
initially is 1-5% of the face amount of the contract and which thereafter
fluctuates on a periodic basis as the value of the contract fluctuates.

     Risks. All of the foregoing transactions present certain risks. In
particular, the variable degree of correlation between price movements of
futures contracts and dollar equivalent price movements in the currency or
security being hedged creates the possibility that losses on the hedge may be
greater than gains in the value of the Portfolio's securities. In addition,
these instruments may not be liquid in all circumstances and are generally
closed out by entering into offsetting transactions rather than by disposing of
the Portfolio's obligations. As a result, in volatile markets, the Portfolio may
not be able to close out a transaction without incurring losses. Although the
contemplated use of these contracts should tend to minimize


8
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

the risk of loss due to a decline in the value of the hedged currency or
security, at the same time they tend to limit any potential gain which might
result from an increase in the value of such currency or security. The
successful use of futures and options is dependent upon the ability of the
investment adviser to predict changes in interest rates. Finally, the daily
deposit requirements in futures contracts create an ongoing greater potential
financial risk than do option purchase transactions, where the exposure is
limited to the cost of the premium for the option. Transactions in futures and
options on futures for non-hedging purposes involve greater risks and could
result in losses which are not offset by gains on other portfolio assets.

     With respect to interest rate swaps, the Portfolio recognizes that such
arrangements are relatively illiquid and will include the principal amount of
the obligations owed to it under a swap as an illiquid security for purposes of
the Portfolio's investment restrictions except to the extent a third party (such
as a large commercial bank) has guaranteed the Portfolio's ability to offset the
swap at any time.

     Options. The Portfolio may purchase put and call options on securities
which are traded on an exchange in other markets, on currencies and, as
developed from time to time, various futures contracts on market indexes and
other instruments. Purchasing options may increase investment flexibility and
improve total return, but also risks loss of the option premium if an asset the
Portfolio has the option to buy declines in value or if an asset the Portfolio
has the option to sell increases in value. In order to assure that the Portfolio
will not be deemed to be a "commodity pool" for purposes of the Commodity
Exchange Act, regulations of the Commodity Futures Trading Commission ("CFTC")
require that the Portfolio enter into transactions in futures contracts and
options on futures contracts only (i) for bona fide hedging purposes (as defined
in CFTC regulations), or (ii) for non-hedging purposes, provided that the
aggregate initial margin and premiums on such non-hedging positions does not
exceed 5% of the liquidation value of the Portfolio's assets.

     Leverage. The Portfolio may borrow from banks, on a secured or unsecured
basis, up to 25% of the value of its assets. If the Portfolio borrows and uses
the proceeds to make additional investments, income and appreciation from such
investments will improve its performance if they exceed the associated borrowing
costs but impair its performance if they are less than such borrowing costs.
This speculative factor is known as "leverage."

     Leverage creates an opportunity for increased returns to shareholders of
the Portfolio but, at the same time, creates special risk considerations. For
example, leverage may exaggerate changes in the net asset value of the
Portfolio's shares and in the Portfolio's yield. Although the principal or
stated value of such borrowings will be fixed, the Portfolio assets may change
in value during the time the borrowing is outstanding. Leverage will create
interest or dividend expenses for the Portfolio


                                                                               9
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

which can exceed the income from the assets retained. To the extent the income
or other gain derived from securities purchased with borrowed funds exceeds the
interest or dividends the Portfolio will have to pay in respect thereof, the
Portfolio's net income or other gain will be greater than if leverage had not
been used. Conversely, if the income or other gain from the incremental assets
is not sufficient to cover the cost of leverage, the net income or other gain of
the Portfolio will be less than if leverage had not been used. If the amount of
income from the incremental securities is insufficient to cover the cost of
borrowing, securities might have to be liquidated to obtain required funds.
Depending on market or other conditions, such liquidations could be
disadvantageous to the Portfolio.

     Repurchase Agreements and Lending Securities. The Portfolio may enter into
repurchase agreements up to 25% of its assets and may lend for a fee portfolio
securities amounting up to 15% of its assets. These transactions must be fully
collateralized at all times, and the investment adviser will monitor the value
of the collateral, which will be marked to the market daily, to determine that
the value is at least 100% of the agreed upon sum to be paid to the Portfolio.
Repurchase agreements and lending of portfolio securities involve some credit
risk to the Portfolio, if the other party defaults on its obligations, since the
Portfolio could be delayed or prevented from recovering the collateral. The
Portfolio currently does not expect that it will enter into repurchase
agreements on more than 5% of its assets.

   
     When-Issued and Delayed Delivery Securities. The Portfolio may purchase or
sell securities on a when-issued or delayed delivery basis. When-issued or
delayed delivery transactions arise when securities are purchased or sold by the
Portfolio with payment and delivery taking place in the future in order to
secure what is considered to be an advantageous price and yield to the Portfolio
at the time of entering into the transaction. The Fund's Custodian will
maintain, in a segregated account of the Portfolio, cash, debt securities of any
grade or equity securities, having a value equal to or greater than the
Portfolio's purchase commitments, provided such securities have been determined
by the Manager to be liquid and unencumbered, and are marked to market daily,
pursuant to guidelines established by the Directors. The Custodian will likewise
segregate securities sold on a delayed basis. The payment obligations and the
interest rates that will be received are each fixed at the time the Portfolio
enters into the commitment and no interest accrues to the Portfolio until
settlement. Thus, it is possible that the market value at the time of settlement
could be higher or lower then the purchase price of the general level of
interest rates has changed.

     PORTFOLIO TRANSACTIONS AND TURNOVER
    

     Purchases and sales of securities, futures or options on futures on an
exchange (including a board of trade), and options on securities may be effected
through securities brokers or futures commission merchants that charge a
commission for their services. Orders may be directed to any broker including,
to the extent and in


10
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

the manner permitted by applicable law, Smith Barney. In order for Smith Barney
to effect any such transaction for the Fund, the commissions, fees or other
remuneration received by Smith Barney must be reasonable and fair compared to
the commissions, fees or other remuneration paid to other brokers in connection
with comparable transactions involving similar securities, futures or options on
futures being purchased or sold on an exchange during a comparable period of
time. This standard would allow Smith Barney to receive no more than the
remuneration that would be expected to be received by an unaffiliated broker in
a commensurate arms-length transaction. Furthermore, the Board of Directors of
the Fund, including a majority of the directors who are not "interested"
directors, has adopted procedures that are reasonably designed to provide that
any commissions, fees or other remuneration paid to Smith Barney are consistent
with the foregoing standard. Brokerage transactions with Smith Barney are also
subject to such fiduciary standards as may be imposed upon Smith Barney by
applicable law.

   
     Although it is anticipated that most investments of the Portfolio will be
long-term in nature, the rate of portfolio turnover will depend upon market and
other conditions, and it will not be a limiting factor when the investment
adviser believes that portfolio changes are appropriate. It is expected that the
Portfolio's annual turnover rate will not exceed 100% in normal circumstances.
Higher portfolio turnover rates can result in corresponding increases in
brokerage commissions for the Portfolio. See "Financial Highlights" for the
Portfolio's annual turnover rate during each year since the inception of Class Z
shares.

     RISK FACTORS

     Investors should realize that risk of loss is inherent in the ownership of
any securities and that shares of the Portfolio will fluctuate with the market
value of its securities. In addition, concentration of the Portfolio's assets in
one or a few countries or currencies will subject the Portfolio to greater risks
than if the Portfolio's assets were not geographically concentrated.
    

     Non-U.S. Securities. Investments in securities of non-U.S. 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
Portfolio 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 Portfolio 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.

                                                                              11
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

     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. Non-U.S. 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 prices more volatile than securities of comparable U.S.
companies. Transaction costs on non-U.S. 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. The Fund might have
greater difficulty taking appropriate legal action in non-U.S. courts.

     Dividend and interest income from non-U.S. securities will generally be
subject to withholding taxes by the country in which the issuer is located and
may not be recoverable by the Portfolio or the investors.

     Securities of Developing Countries. A developing country generally is
considered to be a country that is in the initial stages of its
industrialization cycle. Investing in the equity and fixed-income 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 the portfolio'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
governments were never finally settled. There can be no assurance that any
investments that the Portfolio 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 Portfolio 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.


12
<PAGE>

--------------------------------------------------------------------------------
Valuation of Shares
--------------------------------------------------------------------------------

     The net asset value per share of Class Z shares is determined as of the
close of regular trading on the New York Stock Exchange, Inc. ("NYSE") on each
day that the NYSE is open, by dividing the value of the Portfolio's net assets
attributable to Class Z by the total number of shares of the Class outstanding.
The per share net asset value of the Class Z shares may be higher than those of
other Classes because of the lower expenses attributable to Class Z shares.

     Securities owned by the Portfolio for which market quotations are readily
available are valued at current market value or, in their absence, at fair
value. Securities traded on an exchange are valued at last sales prices on the
principal exchange on which each such security is traded, or if there were no
sales on that exchange on the valuation date, the last quoted sale, up to the
time of valuation, on the other exchanges. If instead there were no sales on the
valuation date with respect to these securities, such securities are valued at
the mean of the latest published closing bid and asked prices. Over-the-counter
securities are valued at last sales price or, if there were no sales that day,
at the mean between the bid and asked prices. Options, futures contracts and
options thereon that are traded on exchanges are also valued at last sales
prices as of the close of the principal exchange on which each is listed or if
there were no such sale on the valuation date, the last quoted sale, up to the
time of valuation, on the other exchanges. In the absence of any sales on the
valuation date, valuation shall be the mean of the latest closing bid and asked
prices. Securities with a remaining maturity of 60 days or less are valued at
amortized cost where the Board has determined that amortized cost is fair value.
Premiums received on the sale of call options will be included in the
Portfolio's net assets, and current market value of such options sold by the
Portfolio will be subtracted from the Portfolio's net assets. Any other
investments of the Portfolio, including restricted securities and listed
securities for which there is a thin market or that trade infrequently (i.e.,
securities for which prices are not readily available), are valued at a fair
value determined by the Board of Directors in good faith. This value generally
is determined as the amount that the Portfolio could reasonably expect to
receive from an orderly disposition of these assets over a reasonable period of
time but in no event more than seven days. The value of any security or
commodity denominated in a currency other than U.S. dollars will be converted
into U.S. dollars at the prevailing market rate as determined by the investment
manager.

     Foreign securities trading may not take place on all days on which the NYSE
is open. Further, trading takes place in various foreign markets on days on
which the NYSE is not open. Accordingly, the determination of the net asset
value of the Portfolio may not take place contemporaneously with the
determination of the prices of investments held by such Portfolio. Events
affecting the values of investments that occur between the time their prices are
determined and 4:00 P.M. on each day that the NYSE is open will not be reflected
in the Portfolio's net asset value unless the investment manager, under the
supervision of the Fund's Board of


                                                                              13
<PAGE>

--------------------------------------------------------------------------------
Valuation of Shares (continued)
--------------------------------------------------------------------------------

Directors, determines that the particular
event would materially affect net asset value. As a result, the Portfolio's net
asset value may be significantly affected by such trading on days when a
shareholder has no access to the Portfolio.

--------------------------------------------------------------------------------
Dividends, Distributions and Taxes
--------------------------------------------------------------------------------

     DIVIDENDS AND DISTRIBUTIONS

     The Fund declares and pays income dividends at least annually on shares of
the Portfolio and makes annual distributions of capital gains, if any, on such
shares.

     Unless a shareholder is eligible for qualified distributions and instructs
that dividends and capital gain distributions on shares be paid in cash and
credited to the shareholder's account, dividends and capital gain distributions
will be reinvested automatically in additional shares of the Class at net asset
value as of the close of business on the payment date, subject to no sales
charge or CDSC.

     TAXES

     The Portfolio intends to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended, to be relieved of
federal income tax on that part of its net investment income and realized
capital gains which it pays out to its shareholders. To qualify, the Portfolio
must meet certain tests, including distributing at least 90% of its investment
company taxable income, and deriving less than 30% of its gross income from the
sale or other disposition of certain investments held for less than three
months.

     Dividends from net investment income and distributions of realized
short-term capital gains on the sale of securities, whether paid in cash or
automatically invested in additional shares of the Portfolio, are taxable to
shareholders of the Portfolio as ordinary income. The Portfolio's dividends will
not qualify for the dividends received deduction for corporations. Dividends and
distributions declared by the Portfolio may also be subject to state and local
taxes. Distributions out of net long-term capital gains (i.e., net long-term
capital gains in excess of net short-term capital losses) are taxable to
shareholders as long-term capital gains. Information as to the tax status of
dividends paid or deemed paid in each calendar year will be mailed to
shareholders as early in the succeeding year as practical but not later than
January 31.

     Income received by the Portfolio from sources within foreign countries may
be subject to withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. It is impossible to determine the rate of foreign tax in
advance since the amount of the Portfolio's assets to be invested in various
countries is not known. Such foreign taxes would reduce the income of the
Portfolio distributed to shareholders.


14
<PAGE>

--------------------------------------------------------------------------------
Dividends, Distributions and Taxes (continued)
--------------------------------------------------------------------------------

     If, at the end of the Portfolio's taxable year, more than 50% of the value
of the Portfolio's total assets consists of stock or securities of foreign
corporations, the Portfolio may make an election pursuant to which foreign
income taxes paid by it will be treated as paid directly by its shareholders.
The Portfolio will make this election only if it deems the election to be in the
best interests of shareholders, and will notify shareholders in writing each
year if it makes the election and the amount of foreign taxes to be treated as
paid by the shareholders. If the Portfolio makes such an election, the amount of
such foreign taxes would be included in the income of shareholders, and a
shareholder other than a foreign corporation or non-resident alien individual
could claim either a credit or, provided the shareholder itemizes deductions, a
deduction for U.S. federal income tax purposes for such foreign taxes.
Shareholders who choose to utilize a credit (rather than a deduction) for
foreign taxes will be subject to the limitation that the credit may not exceed
the shareholders' U.S. tax (determined without regard to the availability of the
credit) attributable to their total foreign source taxable income. For this
purpose, the portion of dividends and distributions paid by the Portfolio from
its foreign source income will be treated as foreign source income. The
Portfolio's gains and losses from the sale of securities and from certain
foreign currency gains and losses will generally be treated as derived from U.S.
sources. The limitation on the foreign tax credit is applied separately to
foreign source "passive income," such as the portion of dividends received from
the Portfolio that qualifies as foreign source income. In addition, the foreign
tax credit is allowed to offset only 90% of the alternative minimum tax imposed
on corporations and individuals. Because of these limitations, shareholders may
be unable to claim a credit for the full amount of their proportionate share of
the foreign income taxes paid by the Portfolio.

     Shareholders should consult their plan document or tax advisers about the
tax consequences associated with participating in a Qualified Plan.

--------------------------------------------------------------------------------
Purchase, Exchange and Redemption of Shares
--------------------------------------------------------------------------------

     Purchases of the Portfolio's Class Z shares must be made in accordance with
the terms of a Qualified Plan. Purchases are effected at the net asset value
next determined after a purchase order is received by Smith Barney (the "trade
date"). Payment is due to Smith Barney on the third business day (the
"settlement date") after the trade date. Investors who make payment prior to the
settlement date may designate a temporary investment (such as a money market
fund of the Smith Barney Mutual Funds) for such payment until settlement date.
The Fund reserves the right to reject any purchase order and to suspend the
offering of shares for a period of time. There are no minimum investment
requirements for Class Z shares; however, the Fund reserves the right to vary
this policy at any time.


                                                                              15
<PAGE>

--------------------------------------------------------------------------------
Purchase, Exchange and Redemption of Shares (continued)
--------------------------------------------------------------------------------

     Purchase orders received by Smith Barney prior to the close of regular
trading on the NYSE on any day that the Portfolio calculates its net asset
value, are priced according to the net asset value determined on that day.
Orders received after the close of regular trading on the NYSE are priced as of
the time that the net asset value per share is next determined. See "Valuation
of Shares." Certificates for Portfolio shares are issued upon request to the
Fund's transfer agent.

     Shareholders may redeem their shares on any day on which the Portfolio
calculates its net asset value. See "Valuation of Shares." Redemption requests
received in proper form prior to the close of regular trading on the NYSE are
priced at the net asset value per share determined on that day. Redemption
requests received after the close of regular trading on the NYSE are priced at
the net asset value as next determined. Shareholders acquiring Class Z shares
should consult the terms of their Qualified Plan for redemption provisions.

     Holders of Class Z shares should consult their Qualified Plans for
information about available exchange options.

--------------------------------------------------------------------------------
Performance
--------------------------------------------------------------------------------

     From time to time the Portfolio may include its total return and average
annual total return for Class Z share in advertisements. In addition, in other
types of sales literature the Portfolio may include its current dividend return.
These figures are based on historical earnings and are not intended to indicate
future performance. Total return is computed for a specified period of time
assuming deduction of the maximum sales charge, if any, from the initial amount
invested and reinvestment of all income dividends and capital gain distributions
on the reinvestment dates at prices calculated as stated in this Prospectus,
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 with nonstandard total return information for differing
periods computed in the same manner but without annualizing the total return or
taking sales charges into account. The Portfolio calculates current dividend
return for Class Z by dividing the current dividend by the net asset value on
the last day of the period for which current dividend return is presented. The
current dividend return may vary from time to time depending on market
conditions, the composition of the investment portfolio and operating expenses.
These factors and possible differences in the methods used in calculating
current dividend return should be considered when comparing the Portfolio's
current return to yields published for other investment companies and other
investment vehicles. The Portfolio may also include comparative performance
information in advertising or marketing the Class Z shares. Such performance
information may include data from Lipper Analytical Services, Inc. and other
financial publications.


16
<PAGE>

--------------------------------------------------------------------------------
Management of the Fund
--------------------------------------------------------------------------------

     BOARD OF DIRECTORS

   
     Overall responsibility for management and supervision of the Portfolio
rests with the Fund's Board of Directors. The Directors approve all significant
agreements between the Fund and the companies that furnish services to the Fund
and the Portfolio, including agreements with the Fund's distributor, investment
manager, custodian and transfer agent. The day-to-day operations of the
Portfolio are delegated to its investment manager. The Statement of Additional
Information contains background information regarding each Director and
executive officer of the Fund.
    

     MANAGER

   
     Smith Barney Mutual Funds Management Inc. (the "Manager") manages the
day-to-day operations of the Portfolio pursuant to a management agreement
entered into by the Fund on behalf of the Portfolio under which the Manager
offers the Portfolio advice and assistance with respect to the acquisition,
holding or disposal of securities and recommendations with respect to other
aspects and affairs of the Portfolio and furnishes the Portfolio with
bookkeeping, accounting and administrative services, office space and equipment,
and the services of the officers and employees of the Fund. By written agreement
research and other departments and staff of Smith Barney furnish the Manager
with information, advice and assistance and are available for consultation on
the Fund's Portfolios, thus Smith Barney may also be considered an investment
adviser to the Fund. Smith Barney's services are paid for by the Manager on the
basis of direct and indirect costs to Smith Barney of performing such services;
there is no charge to the Fund for such services. The management fee for the
Portfolio is 0.85% of average net assets and the total operating expenses were
0.96% for Class Z Shares for the period ended October 31, 1996.

     The Manager is a wholly owned subsidiary of Smith Barney Holdings Inc.
("Holdings"). Holdings is a wholly owned subsidiary of Travelers Group, Inc.
("Travelers"), a diversified financial services holding company engaged, through
its subsidiaries, principally in four business segments: Investment Services,
Consumer Finance Services, Life Insurance Services and Property & Casualty
Insurance Services. As of December 31, 1996 the Manager had aggregate assets
under management of approximately $80 billion.
    

     The Manager was incorporated on March 12, 1968 under the laws of Delaware.
The Manager, Smith Barney and Holdings are each located at 388 Greenwich Street,
New York, New York 10013. The term "Smith Barney" in the title of the Fund has
been adopted by permission of Smith Barney and is subject to the right of Smith
Barney to elect that the Fund stop using the term in any form or combination of
its name.


                                                                              17
<PAGE>

--------------------------------------------------------------------------------
Management of the Fund (continued)
--------------------------------------------------------------------------------

     PORTFOLIO MANAGEMENT

   
     The Portfolio is managed by Maurits E. Edersheim and a team of
seasoned international equity portfolio managers, who collectively have over 125
years of experience and manage in excess of $2 billion of global equity assets
for other investment companies and managed accounts. Mr. Edersheim is Chairman
and Advisory Director of the Fund and is Deputy Chairman of Smith Barney
International Incorporated. Mr. James Conheady, Mr. Rein Van der Does and Mr.
Jeffrey Russell, all Vice Presidents of the Portfolio and Managing Directors of
Smith Barney, are members of the international equity team and have been
responsible for the day to day operations of the Portfolio, including making all
investment decisions, since November 1991.

     Management's discussion and analysis, and additional performance
information regarding the Portfolio during the fiscal year ended October 31,
1996 is included in the Annual Report dated October 31, 1996. A copy of the
Annual Report may be obtained upon request and without charge from a Smith
Barney Financial Consultant or by writing or calling the Fund at the address or
phone number listed on page one of this Prospectus.
    

     DISTRIBUTOR

     Smith Barney is located at 388 Greenwich Street, New York, New York 10013,
and serves as the Fund's distributor. Smith Barney is a wholly owned subsidiary
of Travelers.

--------------------------------------------------------------------------------
Additional Information
--------------------------------------------------------------------------------

     The Fund, an open-end investment company, was incorporated in Maryland on
March 22, 1991. The Fund has an authorized capital of 1,000,000,000 shares with
a par value of $.001 per share. The Board of Directors has authorized the
issuance of six series of shares, each representing shares in one of six
separate Portfolios and may authorize the issuance of additional series of
shares in the future. The assets of each Portfolio are segregated and separately
managed and a shareholder's interest is in the assets of the Portfolio in which
he or she holds shares. Class A, Class B, Class C, Class Y and Class Z shares of
the Portfolio represent interests in the assets of the Portfolio and have
identical voting, dividend, liquidation and other rights on the same terms and
conditions except that expenses related to the distribution of each Class of
shares are borne solely by each Class and each Class of shares has exclusive
voting rights with respect to provisions of the Fund's Rule 12b-1 distribution
plan which pertains to a particular Class. As described under "Voting" in the
Statement of Additional Information, the Fund ordinarily will not hold meetings
of shareholders annually; however, shareholders have the right to call a


18
<PAGE>

--------------------------------------------------------------------------------
Additional Information (continued)
--------------------------------------------------------------------------------

meeting upon a vote of 10% of the Fund's outstanding shares for the purpose of
voting to remove directors, and the Fund will assist shareholders in calling
such a meeting as required by the 1940 Act. Shares do not have cumulative voting
rights or preemptive rights and are fully paid, transferable and nonassessable
when issued for payment as described in this Prospectus.

   
     The Chase Manhattan Bank, located at Chase MetroTech Center, Brooklyn, New
York 11245, serves as custodian of the Portfolio's investments.
    

     First Data Investors Services Group Inc., located at Exchange Place,
Boston, Massachusetts 02109, serves as the Fund's transfer agent.

     The Fund sends its shareholders a semi-annual report and an audited annual
report, which include listings of the investment securities held by the Fund at
the end of the period covered.


                                                                              19
<PAGE>

                                                                    SMITH BARNEY
                                                                    ------------
                                                A Member of TravelersGroup[Logo]







                                                                    Smith Barney
                                                               World Funds, Inc.
                                                                   International
                                                                Equity Portfolio

                                                            388 Greenwich Street
                                                       New York, New York  10013


   
                                                                    FD 0660 2/97
    


                                   PROSPECTUS


                                                                    SMITH BARNEY
                                                               WORLD FUNDS, INC.

                                                                   International
                                                                          Equity
                                                                       Portfolio
   
                                                               FEBRUARY 28, 1997
    
                                                   Prospectus begins on page one


               [Logo] Smith Barney Mutual Funds  
                      Investing for your future. 
                      Every day.                 
                                                 
<PAGE>         

   
--------------------------------------------------------------------------------
Prospectus                                                     February 28, 1997
--------------------------------------------------------------------------------
     Smith Barney World Funds, Inc.
     International Equity Portfolio
     388 Greenwich Street
     New York, New York 10013
     (212) 723-9218
    

     The International Equity Portfolio (the "Portfolio") is one of the
investment portfolios that currently comprise Smith Barney World Funds, Inc.
(the "Fund"). The Portfolio seeks a total return on its assets from growth of
capital and income. The Portfolio seeks to achieve its objective by investing at
least 65% of its assets in a diversified portfolio of equity securities of
established non-United States issuers. The Portfolio may borrow for investment
purposes, which involves certain risk considerations; see "Leverage."

     This Prospectus sets forth concisely certain information about the Fund and
the Portfolio, including sales charges, distribution and service fees and
expenses, that prospective investors will find helpful in making an investment
decision. Investors are encouraged to read this Prospectus carefully and retain
it for future reference.

   
     Additional information about the Portfolio is contained in a Statement of
Additional Information dated February 28, 1997, as amended or supplemented from
time to time, that is available upon request and without charge by calling or
writing the Fund at the telephone number or address set forth above or by
contacting a Smith Barney Financial Consultant. The Statement of Additional
Information has been filed with the Securities and Exchange Commission (the
"SEC") and is incorporated by reference into this Prospectus in its entirety.
    

SMITH BARNEY INC.
Distributor

SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
Investment Manager

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                                                                               1

<PAGE>

--------------------------------------------------------------------------------
Table of Contents
--------------------------------------------------------------------------------

Prospectus Summary                                                             3
--------------------------------------------------------------------------------
Financial Highlights                                                           9
--------------------------------------------------------------------------------
Investment Objective and Management Policies                                  12
--------------------------------------------------------------------------------
Valuation of Shares                                                           19
--------------------------------------------------------------------------------
Dividends, Distributions and Taxes                                            21
--------------------------------------------------------------------------------
Purchase of Shares                                                            23
--------------------------------------------------------------------------------
Exchange Privilege                                                            33
--------------------------------------------------------------------------------
Redemption of Shares                                                          36
--------------------------------------------------------------------------------
Minimum Account Size                                                          38
--------------------------------------------------------------------------------
Performance                                                                   38
--------------------------------------------------------------------------------
Management of the Fund                                                        39
--------------------------------------------------------------------------------
Distributor                                                                   41
--------------------------------------------------------------------------------
Additional Information                                                        41
--------------------------------------------------------------------------------

================================================================================

     No person has been authorized to give any information or to make any
representation in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the Fund or
the Distributor. This Prospectus does not constitute an offer by the Fund or the
Distributor to sell or a solicitation of an offer to buy any of the securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction.

================================================================================


2

<PAGE>

--------------------------------------------------------------------------------
Prospectus Summary
--------------------------------------------------------------------------------

      The following summary is qualified in its entirety by detailed information
appearing elsewhere in this Prospectus and in the Statement of Additional
Information. Cross references in this summary are to headings in the Prospectus.
See "Table of Contents."

     INVESTMENT OBJECTIVE The Portfolio is an open-end, management investment
company whose investment objective is to seek a total return on its assets from
growth of capital and income. The Portfolio seeks to achieve its objective by
investing at least 65% of its assets in a diversified portfolio of equity
securities of established non-United States issuers. See "Investment Objective
and Management Policies."

     ALTERNATIVE PURCHASE ARRANGEMENTS The Portfolio offers several classes of
shares ("Classes") to investors designed to provide them with the flexibility of
selecting an investment best suited to their needs. The general public is
offered three Classes of shares: Class A shares, Class B shares and Class C
shares, which differ principally in terms of sales charges and rate of expenses
to which they are subject. A fourth Class of shares, Class Y shares, is offered
only to investors meeting an initial investment minimum of $5,000,000. In
addition, a fifth Class, Class Z shares, which is offered pursuant to a separate
prospectus, is offered exclusively to tax-exempt employee benefit and retirement
plans of Smith Barney Inc. ("Smith Barney") and its affiliates. See "Purchase of
Shares" and "Redemption of Shares."

     Class A Shares. Class A shares are sold at net asset value plus an initial
sales charge of up to 5.00% and are subject to an annual service fee of 0.25% of
the average daily net assets of the Class. The initial sales charge may be
reduced or waived for certain purchases. Purchases of Class A shares, which when
combined with current holdings of Class A shares offered with a sales charge
equal or exceed $500,000 in the aggregate, will be made at net asset value with
no initial sales charge, but will be subject to a contingent deferred sales
charge ("CDSC") of 1.00% on redemptions made within 12 months of purchase. See
"Prospectus Summary -- Reduced or No Initial Sales Charge."

     Class B Shares. Class B shares are offered at net asset value subject to a
maximum CDSC of 5.00% of redemption proceeds, declining by 1.00% each year after
the date of purchase to zero. This CDSC may be waived for certain redemptions.
Class B shares are subject to an annual service fee of 0.25% and an annual
distribution fee of 0.75% of the average daily net assets of the Class. The
Class B shares' distribution fee may cause that Class to have higher expenses
and pay lower dividends than Class A shares.

     Class B Shares Conversion Feature. Class B shares will convert
automatically to Class A shares, based on relative net asset value, eight years
after the date of the original purchase. Upon conversion, these shares will no
longer be subject to an annual distribution fee. In addition, a certain portion
of Class B shares that have been


                                                                               3
<PAGE>

--------------------------------------------------------------------------------
Prospectus Summary (continued)
--------------------------------------------------------------------------------

acquired through the reinvestment of dividends and distributions ("Class B
Dividend Shares") will be converted at that time. See "Purchase of Shares --
Deferred Sales Change Alternatives."

     Class C Shares. Class C shares are sold at net asset value with no initial
sales charge. They are subject to an annual service fee of 0.25% and an annual
distribution fee of 0.75% of the average daily net assets of the Class C shares,
and investors pay a CDSC of 1.00% if they redeem Class C shares within 12 months
of purchase. The CDSC may be waived for certain redemptions. The Class C shares'
distribution fee may cause that Class to have higher expenses and pay lower
dividends than Class A shares. Purchases of Portfolio shares, which when
combined with current holdings of Class C shares of the Portfolio equal or
exceed $500,000 in the aggregate, should be made in Class A shares at net asset
value with no sales charge, and will be subject to a CDSC of 1.00% on
redemptions made within 12 months of purchase.

     Class Y Shares. Class Y shares are available only to investors meeting an
initial investment minimum of $5,000,000. Class Y shares are sold at net asset
value with no initial sales charge or CDSC. They are not subject to any service
or distribution fees.

     In deciding which Class of Portfolio shares to purchase, investors should
consider the following factors, as well as any other relevant facts and
circumstances:

     Intended Holding Period. The decision as to which Class of shares is more
beneficial to an investor depends on the amount and intended length of his or
her investment. Shareholders who are planning to establish a program of regular
investment may wish to consider Class A shares; as the investment accumulates
shareholders may qualify for reduced sales charges and the shares are subject to
lower ongoing expenses over the term of the investment. As an alternative, Class
B and Class C shares are sold without any initial sales charge so the entire
purchase price is immediately invested in the Portfolio. Any investment return
on these additional invested amounts may partially or wholly offset the higher
annual expenses of these Classes. Because the Portfolio's future return cannot
be predicted, however, there can be no assurance that this would be the case.

     Finally, investors should consider the effect of the CDSC period and any
conversion rights of the Classes in the context of their own investment time
frame. For example, while Class C shares have a shorter CDSC period than Class B
shares, they do not have a conversion feature, and therefore, are subject to an
ongoing distribution fee. Thus, Class B shares may be more attractive than Class
C shares to investors with longer term investment outlooks.

   
     Reduced or No Initial Sales Charge. The initial sales charge on Class A
shares may be waived for certain eligible purchasers, and the entire purchase
price will be immediately invested in the Portfolio. In addition, Class A share
purchases, which when combined with current holdings of Class A shares offered
with a sales charge
    


4
<PAGE>

--------------------------------------------------------------------------------
Prospectus Summary (continued)
--------------------------------------------------------------------------------

equal or exceed $500,000 in the aggregate, will be made at net asset value with
no initial sales charge, but will be subject to a CDSC of 1.00% on redemptions
made within 12 months of purchase. The $500,000 aggregate investment may be met
by adding the purchase to the net asset value of all Class A shares offered with
a sales charge held in funds sponsored by Smith Barney listed under "Exchange
Privilege." Class A share purchases also may be eligible for a reduced initial
sales charge. See "Purchase of Shares." Because the ongoing expenses of Class A
shares may be lower than those for Class B and Class C shares, purchasers
eligible to purchase Class A shares at net asset value or at a reduced sales
charge should consider doing so.

   
     Smith Barney Financial Consultants may receive different compensation for
selling different Classes of shares. Investors should understand that the
purpose of the CDSC on the Class B and Class C shares is the same as that of the
initial sales charge on the Class A shares.
    

     See "Purchase of Shares" and "Management of the Fund" for a complete
description of the sales charges and service and distribution fees for each
Class of shares and "Valuation of Shares," "Dividends, Distributions and Taxes"
and "Exchange Privilege" for other differences between the Classes of shares.

   
     SMITH BARNEY 401(k) AND EXECCHOICE(TM) PROGRAMS Investors may be eligible
to participate in the Smith Barney 401(k) Program, which is generally designed
to assist plan sponsors in the creation and operation of retirement plans under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), as
well as other types of participant directed, tax-qualified employee benefit
plans. Investors may also be eligible to participate in the Smith Barney
ExecChoicee Program. Class A and Class C shares are available without sales
charge as investment alternatives under both of these programs. See "Purchase of
Shares -- Smith Barney 401(k) and ExecChoicee Programs."
    

     PURCHASE OF SHARES Shares may be purchased through a brokerage account
maintained by Smith Barney. Shares may also be purchased through a broker that
clears securities transactions through Smith Barney on a fully disclosed basis
(an "Introducing Broker") or an investment dealer in the selling group. In
addition, certain investors, including qualified retirement plans and certain
other institutional investors, may purchase shares directly from the Fund
through the Fund's transfer agent, First Data Investor Services Group, Inc.
("First Data"). See "Purchase of Shares."

     INVESTMENT MINIMUMS Investors in Class A, Class B and Class C shares may
open an account by making an initial investment of at least $1,000 for each
account, or $250 for an individual retirement account ("IRA") or a Self-Employed
Retirement Plan. Investors in Class Y shares may open an account for an initial
investment of $5,000,000. 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 investment
requirement for Class A, Class B and Class


                                                                               5

<PAGE>

--------------------------------------------------------------------------------
Prospectus Summary (continued)
--------------------------------------------------------------------------------

   
C shares and the subsequent investment requirement for all Classes of shares is
$25. The minimum investment requirements for purchases of Portfolio shares
through the Systematic Investment Plan are described below. See "Purchase of
Shares."

     SYSTEMATIC INVESTMENT PLAN The Portfolio offers shareholders a Systematic
Investment Plan under which they may authorize the automatic placement of a
purchase order each month or quarter for Portfolio shares. The minimum initial
investment requirement for Class A, Class B and Class C shares and the
subsequent investment requirement for all Classes for shareholders purchasing
shares through the Systematic Investment Plan on a monthly basis is $25 and on a
quarterly basis is $50. See "Purchase of Shares."
    

     REDEMPTION OF SHARES Shares may be redeemed on each day the New York Stock
Exchange, Inc. ("NYSE") is open for business. See "Purchase of Shares" and
"Redemption of Shares."

     MANAGEMENT OF THE PORTFOLIO Smith Barney Mutual Funds Management Inc. (the
"Manager") serves as the Portfolio's investment manager. The Manager is a wholly
owned subsidiary of Smith Barney Holdings Inc. ("Holdings"). Holdings is a
wholly owned subsidiary of Travelers Group Inc. ("Travelers"), a diversified
financial services holding company engaged, through its subsidiaries,
principally in four business segments: Investment Services, Consumer Finance
Services, Life Insurance Services and Property & Casualty Insurance Services.
See "Management of the Fund."

   
     EXCHANGE PRIVILEGE Shares of a Class may be exchanged for shares of the
same Class of certain other funds of the Smith Barney Mutual Funds at the
respective net asset values next determined. See "Exchange Privilege."
    

     VALUATION OF SHARES Net asset value of the Portfolio for the prior day
generally is quoted daily in the financial section of most newspapers and is
also available from a Smith Barney Financial Consultant. See "Valuation of
Shares."

     DIVIDENDS AND DISTRIBUTIONS Dividends from net investment income and
distributions of net realized capital gains, if any, are declared and paid
annually. See "Dividends, Distributions and Taxes."

     REINVESTMENT OF DIVIDENDS Dividends and distributions paid on shares of a
Class will be reinvested automatically, unless otherwise specified by an
investor, in additional shares of the same Class at current net asset value.
Shares acquired by dividend and distribution reinvestments will not be subject
to any sales charge or CDSC. Class B shares acquired through dividend and
distribution reinvestments will become eligible for conversion to Class A shares
on a pro rata basis. See "Dividends, Distributions and Taxes."

     RISK FACTORS AND SPECIAL CONSIDERATIONS There can be no assurance that the
Portfolio's investment objective will be achieved. The value of the

6
<PAGE>

--------------------------------------------------------------------------------
Prospectus Summary (continued)
--------------------------------------------------------------------------------

Portfolio's investments, and thus the net asset value of the Portfolio's shares,
will fluctuate in response to changes in market and economic conditions, as well
as the financial condition and prospects of issuers in which the Portfolio
invests. The Portfolio will invest in foreign securities. Investments in foreign
securities incur higher costs than investments in U.S. securities, including
higher costs in making securities transactions as well as foreign government
taxes which may reduce the investment return of the Portfolio. In addition,
foreign investments may include additional risks associated with currency
exchange rates, less complete financial information about individual companies,
less market liquidity and political instability. See "Investment Objective and
Management Policies."

   
     THE PORTFOLIO'S EXPENSES The following expense table lists the costs and
expenses an investor will incur either directly or indirectly as a shareholder
of the Portfolio, based on the maximum sales charge or maximum CDSC that may be
incurred at the time of purchase or redemption and the Portfolio's operating
expenses for its most recent fiscal year: 

International Equity Portfolio                Class A  Class B  Class C  Class Y
--------------------------------------------------------------------------------
Shareholder Transaction Expenses
   Maximum sales charge imposed on purchases
     (as a percentage of offering price) ...... 5.00%   None     None      None
   Maximum CDSC (as a percentage of original 
     cost or redemption proceeds, whichever 
     is lower) ................................ None*   5.00%    1.00%     None

Annual Portfolio Operating Expenses
(as a percentage of average net assets)
   Management fees ............................ 0.85%   0.85%    0.85%     0.85%
   12b-1 fees** ............................... 0.25    1.00     1.00         -
   Other expenses*** .......................... 0.25    0.26     0.30      0.11
                                                ----    ----     ----      ----
Total Portfolio Operating Expenses ............ 1.35%   2.11%    2.15%     0.96%
--------------------------------------------------------------------------------
    

     *Purchases of Class A shares, which when combined with current holdings of
Class A shares offered with a sales charge equal or exceed $500,000 in the
aggregate, will be made at net asset value with no sales charge, but will be
subject to a CDSC of 1.00% on redemptions made within 12 months.

     **Upon conversion of Class B shares to Class A shares, such shares will no
longer be subject to a distribution fee. Class C shares do not have a conversion
feature and, therefore, are subject to an ongoing distribution fee. As a result,
long-term shareholders of Class C shares may pay more than the economic
equivalent of the maximum front-end sales charge permitted by the National
Association of Securities Dealers, Inc.

   
     ***The Portfolio earned credits from the custodian which reduce service
fees incurred. If the credits are taken into consideration, the ratios of
expenses to average net assets for Class A, B, C and Y would be 1.29%, 2.04%,
2.09% and 0.90% respectively.

     Class A shares of the Portfolio purchased through the Smith Barney
AssetOne(SM) Program will be subject to an annual asset-based fee, payable
quarterly, in lieu of the initial sales charge. The fee will vary to a maximum
of 1.50%, depending on the amount of assets held through the Program. For more
information, please call your Smith Barney Financial Consultant.
    


                                                                               7
<PAGE>

--------------------------------------------------------------------------------
Prospectus Summary (continued)
--------------------------------------------------------------------------------

   
     The sales charge and CDSC set forth in the above table are the maximum
charges imposed on purchases or redemptions of Portfolio shares and investors
may actually pay lower or no charges, depending on the amount purchased and, in
the case of Class B, Class C and certain Class A shares, the length of time the
shares are held and whether the shares are held through the Smith Barney 401(k)
or ExecChoicee Programs. See "Purchase of Shares" and "Redemption of Shares."
Smith Barney receives an annual 12b-1 service fee of 0.25% of the value of
average daily net assets of Class A shares. Smith Barney also receives with
respect to Class B and Class C shares an annual 12b-1 fee of 1.00% of the value
of average daily net assets of the respective Classes, consisting of a 0.75%
distribution fee and a 0.25% service fee. "Other expenses" in the above table
include fees for shareholder services, custodial fees, legal and accounting
fees, printing costs and registration fees.
    

Example

     The following example is intended to assist an investor in understanding
the various costs that an investor in the Portfolio will bear directly or
indirectly. The example assumes payment by the Portfolio of operating expenses
at the levels set forth in the table above. See "Purchase of Shares,"
"Redemption of Shares" and "Management of the Fund."

   
International Equity Portfolio                1 Year  3 Years  5 Years 10 Years*
--------------------------------------------------------------------------------
An investor would pay the following expenses 
  on a $1,000 investment, assuming (1) 5.00% 
  annual return and (2) redemption at the end 
  of each time period:
      Class A..................................  $63      $91     $120     $204
      Class B..................................   71       96      123      225
      Class C..................................   32       67      115      248
      Class Y..................................   10       31       53      118

An investor would pay the following expenses on
  the same investment, assuming the same
  annual return and no redemption:
      Class A..................................  $63      $91     $120     $204
      Class B..................................   21       66      113      225
      Class C..................................   22       67      115      248
      Class Y..................................   10       31       53      118
--------------------------------------------------------------------------------

*    Ten-year figures assume conversion of Class B shares to Class A shares at
     the end of the eighth year following the date of purchase.
    

     The example also provides a means for the investor to compare expense
levels of funds with different fee structures over varying investment periods.
To facilitate such comparison, all funds are required to utilize a 5.00% annual
return assumption. However, the Portfolio's actual return will vary and may be
greater or less than 5.00%. This example should not be considered a
representation of past or future expenses and actual expenses may be greater or
less than those shown.


8
<PAGE>

--------------------------------------------------------------------------------
Financial Highlights
--------------------------------------------------------------------------------

   
     The following information has been audited by KPMG Peat Marwick LLP,
independent auditors, whose report thereon appears in the Fund's annual report
dated October 31, 1996. The information set out below should be read in
conjunction with the financial statements and related notes that also appear in
the Fund's Annual Report to Shareholders, which is incorporated by reference
into the Statement of Additional Information.
    

For a share of each class of capital stock outstanding throughout 
each    year    :

<TABLE>
<CAPTION>
<S>                               <C>        <C>     <C>         <C>       <C>    <C>            
   
International Equity Portfolio             Year                        Year
                                      Ended October 31            Ended December 31,
                                -----------------------------  -------------------------
Class A Shares(1)               1996(1)     1995   1994(2)(3)   1993     1992   1991(4)
--------------------------------------------------------------------------------------
   
Net Asset Value, Beginning
  of Year                     $17.15     $18.79    $18.71    $12.35   $12.31  $11.94
--------------------------------------------------------------------------------------
Income From Operations:
  Net Investment Income (Loss)    0.01       0.08*    (0.01)    (0.01)    0.02   (0.01)
  Net Realized and Unrealized
  Gain (Loss)                     1.65      (1.50)     0.09      6.53     0.04    0.38
--------------------------------------------------------------------------------------
Total Income (loss) from
  Operations                      1.66      (1.42)     0.08      6.52     0.06    0.37
--------------------------------------------------------------------------------------
Less Distributions:
  Net Investment Income          (0.17)     (0.12)       --        --    (0.02)     --
  Net Realized Gains(5)             --      (0.10)       --     (0.16)      --      --
--------------------------------------------------------------------------------------
Total Distributions              (0.17)     (0.22)       --     (0.16)   (0.02)     --
--------------------------------------------------------------------------------------
Net Asset Value, End
  of Year                     $18.64     $17.15    $18.79    $18.71   $12.35  $12.31
--------------------------------------------------------------------------------------
Total Return#                    9.78%      (7.44)%    0.43%++  52.78%    0.49%   3.10%++
--------------------------------------------------------------------------------------
Net Assets End of
  Year (000)'s             $513,870    $489,533  $591,598  $355,926 $122,605 $54,958
--------------------------------------------------------------------------------------
Ratios to Average Net Assets:
  Expenses(6)                   1.35%      1.36%     1.35%+    1.35%    1.56%   1.73%+
  Net Investment Income (loss)  0.17       0.50     (0.05)+   (0.10)    0.24    0.75+
--------------------------------------------------------------------------------------
Portfolio Turnover Rate         46%        42.10     34.75%    26.75%   20.11%  1.85%
--------------------------------------------------------------------------------------
Average Commissions Paid
  on equity security 
  transactions(7)             $0.02        $0.01        --        --       --     --
--------------------------------------------------------------------------------------
</TABLE>

(1)  Per share amounts have been calculated using the monthly average shares
     method, which more appropriately presents the per share data for the period
     since the use of the undistributed net investment income method does not
     accord with results of operations.
(2)  For the period from January 1, 1994 to October 31, 1994.
(3)  On October 10, 1994, the former Class C shares were exchanged into Class A
     shares, therefore Class C share activity for the period from January 1,
     1994 to October 9, 1994 is included in Class A share activity.
(4)  For the period from November 22, 1991 (date of transfer of net assets of
     Fenimore International Fund, Inc.) to December 31, 1991.
(5)  Distributions from net investment income include short-term capital gains,
     if any, for Federal income tax purposes.
(6)  During the years ended October 31, 1996 and October 31, 1995 the Portfolio
     earned credits from the custodian which reduce service fees incurred. If
     the credits are taken into consideration, the ratio of expenses to average
     net assets for Class A would be 1.29% and 1.28%, respectively; prior year
     numbers have not been restated to reflect these credits..
(7)  As of September 1995, the SEC instituted new guidelines requiring the
     disclosure of average commissions per share.
+    Annualized.
++   Total return is not annualized, as it may not be representative of the
     total return for the year.
#    Total returns do not reflect any applicable sales loads or contingent
     deferred sales charges.
*    Includes realized gains and losses from foreign currency transactions.
    
       


                                                                               9
<PAGE>

--------------------------------------------------------------------------------
Financial Highlights (continued)
--------------------------------------------------------------------------------

For a share of each class of capital stock outstanding throughout 
each    year    :

<TABLE>
<CAPTION>
   
<S>                                      <C>         <C>          <C>         <C>       <C>       <C>        
                                             Class B                           Class C
                                      -------------------      -----------------------------------------
International Equity Portfolio        1996(1)     1995(2)      1996(1)    1995(3)    1994(4)     1993(5)
-------------------------------------------------------------------------------------------------------
   
Net Asset Value, Beginning of
  Year                              $17.17      $18.38       $16.93     $18.54     $18.58      $12.35
-------------------------------------------------------------------------------------------------------
Income (Loss) From Operations:
  Net Investment Income (Loss)         (0.08)       0.06*       (0.13)     (0.06)     (0.11)       0.14
  Net Realized and Unrealized
  Gain (Loss)                           1.60       (1.17)        1.62      (1.45)      0.07        6.25
-------------------------------------------------------------------------------------------------------
Total Income (Loss) From
  Operations                            1.52       (1.11)        1.49      (1.51)     (0.04)       6.39
-------------------------------------------------------------------------------------------------------
Less Distributions From:
  Net Investment Income                (0.04)      --           (0.04)     --         --          --
  Net Realized Gains(6)                --          (0.10)       --         (0.10)     --          (0.16)
-------------------------------------------------------------------------------------------------------
Total Distributions                    (0.04)      (0.10)       (0.04)     (0.10)     --          (0.16)
-------------------------------------------------------------------------------------------------------
Net Asset Value, End of
  Year                              $18.65      $17.17       $18.38     $16.93     $18.54      $18.58
-------------------------------------------------------------------------------------------------------
Total Return#                           8.89%      (6.00)%+      8.85%     (8.11)     (0.22)%+    51.73%++
-------------------------------------------------------------------------------------------------------
Net Assets, End of
  Year (000s)                      $212,294   $126,171     $229,514   $240,090   $287,458    $114,951
-------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
  Expenses(7)                           2.11%       2.13%+       2.15%      2.16%      2.10%+      2.14%+
  Net Investment Income (Loss)         (0.58)       0.34+       (0.63)     (0.34)     (0.77)+     (1.08)+
-------------------------------------------------------------------------------------------------------
Portfolio Turnover Rate                46%         42.10%       46%        42.10%     34.75%      26.75%
-------------------------------------------------------------------------------------------------------
Average Commissions Paid on
  Equity Security Transactions(8)      $0.02       $0.01        $0.02      $0.01      --          --
-------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Per share amounts have been calculated using the monthly average shares
     method, which more appropriately presents the per share data for the period
     since the use of the undistributed net investment income method does not
     accord with results of operations.
(2)  For the period from November 7, 1994 (inception date) to October 31, 1995.
(3)  On November 7, 1994, the former Class B shares were renamed Class C shares.
(4)  For the period from January 1, 1994 to October 31, 1994.
(5)  For the period from January 4, 1993 (inception date) to December 31, 1993.
(6)  Distributions from net investment income include short-term capital gains,
     if any, for Federal income tax purposes.
(7)  During the year ended October 31, 1996 and the period ended October 31,
     1995, the Portfolio earned credits from the custodian which reduce service
     fees incurred. If the credits are taken into consideration, the ratios of
     expenses to average net assets for Class B would be 2.04% and 2.04%+,
     respectively, and for Class C would be 2.09% and 2.08%, respectively; prior
     year numbers have not been restated to reflect these credits.
(8)  As of September 1995, the SEC instituted new guidelines requiring the
     disclosure of average commissions per share.
*    Includes realized gains and losses from foreign currency transactions.
++   Total return is not annualized, as it may not be representative of the
     total return for the year.
+    Annualized.
#    Total returns do not reflect any applicable sales loads or contingent
     deferred sales charges.
    


10
<PAGE>

--------------------------------------------------------------------------------
Financial Highlights (continued)
--------------------------------------------------------------------------------

For a share of each class of capital stock outstanding throughout 
each    year    :

   
                                                          Class Y
                                               -------------------------------
International Equity Portfolio                 1996(1)     1995(2)     1994(3)
------------------------------------------------------------------------------
Net Asset Value, Beginning of Year           $17.13     $18.80      $17.64
------------------------------------------------------------------------------
Income (Loss) From Operations:
  Net Investment Income                          0.18       0.10*       0.01
  Net Realized and Unrealized
    Gain (Loss)                                  1.54      (1.50)       1.15
------------------------------------------------------------------------------
Total Income (Loss) from Operations              1.72      (1.40)       1.16
------------------------------------------------------------------------------
Less Distributions From:
  Net Investment Income (Loss)                  (0.21)     (0.17)        --
  Net Realized Gains (Loss)(4)                    --       (0.10)        --
------------------------------------------------------------------------------
Total Distributions                             (0.21)     (0.27)        --
------------------------------------------------------------------------------
Net Asset Value, End of Year                 $18.64     $17.13      $18.80
------------------------------------------------------------------------------
Total Return#                                   10.19%     (7.11)%     (6.58)%++
------------------------------------------------------------------------------
Net Assets End of Year (000s)              $200,427    $97,132     $48,765
------------------------------------------------------------------------------
Ratios to Average Net Assets:
  Expenses(5)                                    0.96%      1.06%       1.09%+
  Net Investment Income                          0.56       0.91        0.29+
------------------------------------------------------------------------------
Portfolio Turnover Rate                            46%     42.10%      34.75%
==============================================================================
Average Commissions Paid on
  Equity Security Transactions(6)               $0.02      $0.01         --
==============================================================================
(1)  Per share amounts have been calculated using the monthly average shares
     method, which more appropriately presents the per share data for the period
     since the use of the undistributed net investment income method does not
     accord with results of operations.
(2)  On November 7, 1994, the Class D shares were renamed Class Y shares.
(3)  For the period from June 16, 1994 (inception date) to October 31, 1994.
(4)  Distributions from net investment income include short-term capital gains,
     if any, for Federal income tax purposes.
(5)  During the year ended October 31, 1996 and the period ended October 31,
     1995, the Portfolio has earned credits from the custodian which reduce
     service fees incurred. If the credits are taken into consideration, the
     ratios of expenses to average net assets for Class Y would be 0.90% and
     0.98%, respectively; prior year numbers have not been restated to reflect
     these credits.
(6)  As of September 1995, the SEC instituted new guidelines requiring the
     disclosure of average commissions per share.
*    Includes realized gains and losses from foreign currency transactions.
++   Total return is not annualized, as it may not be representative of the
     total return for the year.
+    Annualized.
#    Total returns do not reflect any applicable sales loads or contingent
     deferred sales charges.
    


                                                                              11
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies
--------------------------------------------------------------------------------

     The investment objective of the Portfolio is to provide a total return on
its assets from growth of capital and income. The Portfolio seeks to achieve its
objective by investing at least 65% of its assets in a diversified portfolio of
equity securities of established non-United States issuers. There can be no
assurance that the investment objective of the Portfolio will be achieved.

     Under normal market conditions, the Portfolio invests at least 65% of its
assets in a diversified portfolio of equity securities consisting of dividend
and non-dividend paying common stock, preferred stock, convertible debt and
rights and warrants to such securities and up to 35% of the Portfolio's assets
in bonds, notes and debt securities (consisting of securities issued in the
Eurocurrency markets or obligations of the United States or foreign governments
and their political subdivisions) of established non-United States issuers.
Investments may be made for capital appreciation or for income or any
combination of both for the purpose of achieving a higher overall return than
might otherwise be obtained solely from investing for growth of capital or for
income. There is no limitation on the percent or amount of the Portfolio's
assets which may be invested for growth or income and, therefore, from time to
time the investment emphasis may be placed solely or primarily on growth of
capital or solely or primarily on income.

     In seeking to achieve its objective, the Portfolio presently expects to
invest its assets primarily in common stocks of established non-United States
companies which in the opinion of the investment adviser have potential for
growth of capital. However, there is no requirement that the Portfolio invest
exclusively in common stocks or other equity securities and, if deemed
advisable, the Portfolio may invest up to 35% of its assets in bonds, notes and
other debt securities (including securities issued in the Eurocurrency markets
or obligations of the United States or foreign governments and their political
subdivisions). When the investment adviser believes that the return on debt
securities will equal or exceed the return on common stocks, the Portfolio may,
in seeking its objective of total return, substantially increase its holdings
(up to a maximum of 35% of its assets) in such debt securities. In determining
whether the Portfolio will be invested for capital appreciation or for income or
any combination of both, the investment adviser regularly analyzes a broad range
of international equity and fixed income markets in order to assess the degree
of risk and level of return that can be expected from each market.

   
     The Portfolio will generally invest its assets broadly among countries and
will normally have represented in the portfolio business activities in not less
than three different countries. Except as stated below, the Portfolio will
invest at least 65% of its assets in companies organized or governments located
in any area of the world other than the United States, such as the Far East
(e.g., Japan, Hong Kong, Singapore, Malaysia), Western Europe (e.g., United
Kingdom, Germany, the Netherlands, France, Italy, Switzerland), Eastern Europe
(e.g., the Czech Republic, Hungary, Poland, and the countries of the former
Soviet Union), Central and South
    


12
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

   
America (e.g., Mexico, Chile and Venezuela), Australia, Canada and such other
areas and countries as the investment adviser may determine from time to time.
Allocation of the Portfolio's investments will depend upon the relative
attractiveness of the international markets and particular issuers.
Concentration of the Portfolio's assets in one or a few countries or currencies
will subject the Portfolio to greater risks than if the Portfolio's assets were
not geographically concentrated.

     Under unusual economic or market conditions as determined by the investment
adviser, for defensive purposes the Portfolio may temporarily invest all or a
major portion of its assets in U.S. government securities or in debt or equity
securities of companies incorporated in and having their principal business
activities in the United States. To the extent the Portfolio's assets are
invested for temporary defensive purposes, such assets will not be invested in a
manner designed to achieve the Portfolio's investment objective.

     In determining the appropriate distribution of investments among various
countries and geographic regions, the investment adviser ordinarily considers
the following factors: prospects for relative economic growth between countries;
expected levels of inflation; government policies influencing business
conditions; the outlook for currency relationships; and the range of individual
investment opportunities available to international investors. In the future, if
any other relevant factors arise they will also be considered. In analyzing
companies for investment, the investment adviser ordinarily looks for one or
more of the following characteristics: an above-average earnings growth per
share; high return on invested capital; healthy balance sheet; sound financial
and accounting policies and overall financial strength; strong competitive
advantages; effective research and product development and marketing; efficient
service; pricing flexibility; strength of management; and general operating
characteristics which will enable the company to compete successfully in its
market place. Ordinarily, the investment adviser will not view a company as
being sufficiently well established to be considered for inclusion in the
Portfolio unless the company, together with any predecessors, has been operating
for at least three fiscal years. However, the Portfolio may invest up to 5% of
its assets in such "unseasoned" issuers.
    

     It is expected that Portfolio securities will ordinarily be traded on a
stock exchange or other market in the country in which the issuer is principally
based, but may also be traded on markets in other countries including, in many
cases, the United States securities exchanges and over-the-counter markets.

     To the extent that the Portfolio's assets are not otherwise invested as
described above, the assets may be held in cash, in any currency, or invested in
U.S. as well as foreign high quality money market instruments and equivalents.

     The Portfolio's investment objective may be changed only by the "vote of a
majority of the outstanding securities" as defined in the Investment Company Act


                                                                              13
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

of 1940 (the "1940 Act"). Certain of the Portfolio's investment policies are
non-fundamental and, as such, may be changed by the Board of Directors, provided
such change is not prohibited by the investment restrictions (which are set
forth in the Statement of Additional Information) or applicable law, and any
such change will first be disclosed in the then current prospectus.

     INVESTMENT PRACTICES

     The Portfolio may utilize from time to time one or more of the investment
practices described below to assist it in reaching its investment objective.
These practices involve potential risks which are summarized below. In addition,
the Statement of Additional Information contains more detailed or additional
information about certain of these practices, the potential risks and/or the
limitations adopted by the Portfolio to reduce such risks.

     In order to protect the dollar equivalent value of its portfolio securities
against declines resulting from currency value fluctuations and changes in
interest rate or other market changes, the Portfolio may enter into the
following hedging transactions: forward foreign currency contracts, interest
rate and currency swaps and financial instrument and market index futures
contracts and related options contracts. The Portfolio may also use leverage,
enter into repurchase transactions and lend its portfolio securities.

     Currency Transactions. The Portfolio will enter into various currency
transactions, i.e., forward foreign currency contracts, currency swaps, foreign
currency or currency index futures contracts and put and call options on such
contracts or on currencies. A forward foreign currency contract involves an
obligation to purchase or sell a specific currency for a set price at a future
date. A currency swap is an arrangement whereby each party exchanges one
currency for another on a particular date and agrees to reverse the exchange on
a later date at a specific exchange rate. Forward foreign currency contracts and
currency swaps are established in the interbank market conducted directly
between currency traders (usually large commercial banks or other financial
institutions) on behalf of their customers. Futures contracts are similar to
forward contracts except that they are traded on an organized exchange and the
obligations thereunder may be offset by taking an equal but opposite position to
the original contract, with profit or loss determined by the relative prices
between the opening and offsetting positions. The Portfolio may enter into these
currency contracts and swaps in primarily the following circumstances: to "lock
in" the U.S. dollar equivalent price of a security the Portfolio is
contemplating to buy or sell that is denominated in a non-U.S. currency; or to
protect against a decline against the U.S. dollar of the currency of a
particular country to which the Portfolio has exposure. The Portfolio may seek
to achieve the same economic result by utilizing from time to time for such
hedging a currency different from the one of the given portfolio security as
long as, in the view of the investment adviser, such


14
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

currency is essentially correlated to the currency of the relevant portfolio
security based on historic and expected exchange rate patterns.

     Interest Rate Transactions. The Portfolio will enter into various interest
rate transactions, i.e., futures contracts in various financial instruments and
interest rate related indices, put and call options on such futures contracts
and on such financial instruments and interest rate swaps. The Portfolio will
enter into these transactions primarily to "lock in" a return or spread on a
particular investment or portion of its portfolio and to protect against any
increase in the price of securities the Portfolio anticipates purchasing at a
later date. Interest rate swaps involve the exchange by the Portfolio with
another party of their respective commitment to pay or receive interest, e.g.,
an exchange of floating-rate payments for fixed-rate payments. The Portfolio
will not enter into an interest rate swap transaction in which its interest
commitment is greater or measured differently than the interest receivable on
specific portfolio securities. Interest rate swaps may be combined with currency
swaps to take advantage of rate differentials in different markets on the same
or similar securities.

     The Portfolio may enter into futures contracts and options on futures
contracts for non-hedging purposes, subject to applicable law.

     Market Index Transactions. The Portfolio may also enter into various market
index contracts, i.e., index futures contracts on particular non-U.S. securities
markets or industry segments and related put and call options. These contracts
are used primarily to protect the value of the Portfolio's securities against a
decline in a particular market or industry in which it is invested.

     General. The Portfolio will engage in the foregoing transactions primarily
as a means to hedge risks associated with management of its portfolio.
Investment in these contracts requires the Portfolio to deposit with the
applicable exchange or other specified financial intermediary as a good faith
deposit for its obligations an amount of cash or specified debt securities which
initially is 1-5% of the face amount of the contract and which thereafter
fluctuates on a periodic basis as the value of the contract fluctuates.

     Risks. All of the foregoing transactions present certain risks. In
particular, the variable degree of correlation between price movements of
futures contracts and dollar equivalent price movements in the currency or
security being hedged creates the possibility that losses on the hedge may be
greater than gains in the value of the Portfolio's securities. In addition,
these instruments may not be liquid in all circumstances and are generally
closed out by entering into offsetting transactions rather than by disposing of
the Portfolio's obligations. As a result, in volatile markets, the Portfolio may
not be able to close out a transaction without incurring losses. Although the
contemplated use of these contracts should tend to minimize the risk of loss due
to a decline in the value of the hedged currency or security, at the same time
they tend to limit any potential gain which might result


                                                                              15
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

from an increase in the value of such currency or security. The successful use
of futures and options is dependent upon the ability of the investment adviser
to predict changes in interest rates. Finally, the daily deposit requirements in
futures contracts create an ongoing greater potential financial risk than do
option purchase transactions, where the exposure is limited to the cost of the
premium for the option. Transactions in futures and options on futures for
non-hedging purposes involve greater risks and could result in losses which are
not offset by gains on other portfolio assets.

     With respect to interest rate swaps, the Portfolio recognizes that such
arrangements are relatively illiquid and will include the principal amount of
the obligations owed to it under a swap as an illiquid security for purposes of
the Portfolio's investment restrictions except to the extent a third party (such
as a large commercial bank) has guaranteed the Portfolio's ability to offset the
swap at any time.

     Options. The Portfolio may purchase put and call options on securities
which are traded on an exchange in other markets, on currencies and, as
developed from time to time, various futures contracts on market indexes and
other instruments. Purchasing options may increase investment flexibility and
improve total return, but also risks loss of the option premium if an asset the
Portfolio has the option to buy declines in value or if an asset the Portfolio
has the option to sell increases in value. In order to assure that the Portfolio
will not be deemed to be a "commodity pool" for purposes of the Commodity
Exchange Act, regulations of the Commodity Futures Trading Commission ("CFTC")
require that the Portfolio enter into transactions in futures contracts and
options on futures contracts only (i) for bona fide hedging purposes (as defined
in CFTC regulations), or (ii) for non-hedging purposes, provided that the
aggregate initial margin and premiums on such non-hedging positions does not
exceed 5% of the liquidation value of the Portfolio's assets.

     Leverage. The Portfolio may borrow from banks, on a secured or unsecured
basis, up to 25% of the value of its assets. If the Portfolio borrows and uses
the proceeds to make additional investments, income and appreciation from such
investments will improve its performance if they exceed the associated borrowing
costs but impair its performance if they are less than such borrowing costs.
This speculative factor is known as "leverage."

     Leverage creates an opportunity for increased returns to shareholders of
the Portfolio but, at the same time, creates special risk considerations. For
example, leverage may exaggerate changes in the net asset value of the
Portfolio's shares and in the Portfolio's yield. Although the principal or
stated value of such borrowings will be fixed, the Portfolio assets may change
in value during the time the borrowing is outstanding. Leverage will create
interest or dividend expenses for the Portfolio which can exceed the income from
the assets retained. To the extent 


16
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

the income or other gain derived from securities purchased with borrowed funds
exceeds the interest or dividends the Portfolio will have to pay in respect
thereof, the Portfolio's net income or other gain will be greater than if
leverage had not been used. Conversely, if the income or other gain from the
incremental assets is not sufficient to cover the cost of leverage, the net
income or other gain of the Portfolio will be less than if leverage had not been
used. If the amount of income from the incremental securities is insufficient to
cover the cost of borrowing, securities might have to be liquidated to obtain
required funds. Depending on market or other conditions, such liquidations could
be disadvantageous to the Portfolio.

     Repurchase Agreements and Lending Securities. The Portfolio may enter into
repurchase agreements up to 25% of its assets and may lend for a fee portfolio
securities amounting up to 15% of its assets. These transactions must be fully
collateralized at all times, and the investment adviser will monitor the value
of the collateral, which will be marked to the market daily, to determine that
the value is at least 100% of the agreed upon sum to be paid to the Portfolio.
Repurchase agreements and lending of portfolio securities involve some credit
risk to the Portfolio, if the other party defaults on its obligations, since the
Portfolio could be delayed or prevented from recovering the collateral. The
Portfolio currently does not expect that it will enter into repurchase
agreements on more than 5% of its assets.

   
     When-Issued and Delayed Delivery Securities. The Portfolio may purchase or
sell securities on a when-issued or delayed delivery basis. When-issued or
delayed delivery transactions arise when securities are purchased or sold by the
Portfolio with payment and delivery taking place in the future in order to
secure what is considered to be an advantageous price and yield to the Portfolio
at the time of entering into the transaction. The Fund's Custodian will
maintain, in a segregated account of the Portfolio, cash, debt securities of any
grade or equity securities, having a value equal to or greater than the
Portfolio's purchase commitments, provided such securities have been determined
by the Manager to be liquid and unencumbered, and are marked to market daily,
pursuant to guidelines established by the Directors. The Custodian will likewise
segregate securities sold on a delayed basis. The payment obligations and the
interest rates that will be received are each fixed at the time the Portfolio
enters into the commitment and no interest accrues to the Portfolio until
settlement. Thus, it is possible that the market value at the time of settlement
could be higher or lower than the purchase price if the general level of
interest rates has changed.
    

     PORTFOLIO TRANSACTIONS AND TURNOVER

     Purchases and sales of securities, futures or options on futures on an
exchange (including a board of trade), and options on securities may be effected
through securities brokers or futures commission merchants that charge a
commission for 


                                                                              17
<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

their services. Orders may be directed to any broker including, to the extent
and in the manner permitted by applicable law, Smith Barney. In order for Smith
Barney to effect any such transaction for the Fund, the commissions, fees or
other remuneration received by Smith Barney must be reasonable and fair compared
to the commissions, fees or other remuneration paid to other brokers in
connection with comparable transactions involving similar securities, futures or
options on futures being purchased or sold on an exchange during a comparable
period of time. This standard would allow Smith Barney to receive no more than
the remuneration that would be expected to be received by an unaffiliated broker
in a commensurate arms-length transaction. Furthermore, the Board of Directors
of the Fund, including a majority of the Directors who are not "interested"
Directors, has adopted procedures that are reasonably designed to provide that
any commissions, fees or other remuneration paid to Smith Barney are consistent
with the foregoing standard. Brokerage transactions with Smith Barney are also
subject to such fiduciary standards as may be imposed upon Smith Barney by
applicable law.

   
     Although it is anticipated that most investments of the Portfolio will be
long-term in nature, the rate of portfolio turnover will depend upon market and
other conditions, and it will not be a limiting factor when the investment
adviser believes that portfolio changes are appropriate. It is expected that the
Portfolio's annual turnover rate will not exceed 100% in normal circumstances.
Higher portfolio turnover rates can result in corresponding increases in
brokerage commissions for the Portfolio. See "Financial Highlights" for the
Portfolio's annual turnover rate during each year since inception.
    

     RISK FACTORS

   
     Investors should realize that risk of loss is inherent in the ownership of
any securities and that shares of the Portfolio will fluctuate with the market
value of its securities. In addition, concentration of the Portfolio's assets in
one or a few countries or currencies will subject the Portfolio to greater risks
than if the Portfolio's assets were not geographically concentrated.
    

     Non-U.S. Securities. Investments in securities of non-U.S. 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
Portfolio 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 Portfolio 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.


18

<PAGE>

--------------------------------------------------------------------------------
Investment Objective and Management Policies (continued)
--------------------------------------------------------------------------------

     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. Non-U.S. 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 prices more volatile than securities of comparable U.S.
companies. Transaction costs on non-U.S. 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. The Fund might have
greater difficulty taking appropriate legal action in non-U.S. courts.

     Dividend and interest income from non-U.S. securities will generally be
subject to withholding taxes by the country in which the issuer is located and
may not be recoverable by the Portfolio or the investors.

     Securities of Developing Countries. A developing country generally is
considered to be a country that is in the initial stages of its
industrialization cycle. Investing in the equity and fixed-income 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 the Portfolio'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 were never finally settled. There can be no assurance that any
investments that the Portfolio 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 Portfolio could lose its entire investment in the market
involved. Moreover, changes in the leadership of 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.

--------------------------------------------------------------------------------
Valuation of Shares
--------------------------------------------------------------------------------

     The Portfolio's net asset value per share is determined as of the close of
regular trading on the NYSE on each day that the NYSE is open, by dividing the
value of the 


                                                                              19
<PAGE>

--------------------------------------------------------------------------------
Valuation of Shares (continued)
--------------------------------------------------------------------------------

Portfolio's net assets attributable to each Class by the total number of shares
of the Class outstanding.

     Securities owned by the Portfolio for which market quotations are readily
available are valued at current market value or, in their absence, at fair
value. Securities traded on an exchange are valued at last sales prices on the
principal exchange on which each such security is traded, or if there were no
sales on that exchange on the valuation date, the last quoted sale, up to the
time of valuation, on the other exchanges. If instead there were no sales on the
valuation date with respect to these securities, such securities are valued at
the mean of the latest published closing bid and asked prices. Over-the-counter
securities are valued at last sales price or, if there were no sales that day,
at the mean between the bid and asked prices. Options, futures contracts and
options thereon that are traded on exchanges are also valued at last sales
prices as of the close of the principal exchange on which each is listed or if
there were no such sale on the valuation date, the last quoted sale, up to the
time of valuation, on the other exchanges. In the absence of any sales on the
valuation date, valuation shall be the mean of the latest closing bid and asked
prices. Securities with a remaining maturity of 60 days or less are valued at
amortized cost where the Board has determined that amortized cost is fair value.
Premiums received on the sale of call options will be included in the
Portfolio's net assets, and current market value of such options sold by the
Portfolio will be subtracted from the Portfolio's net assets. Any other
investments of the Portfolio, including restricted securities and listed
securities for which there is a thin market or that trade infrequently (i.e.,
securities for which prices are not readily available), are valued at a fair
value determined by the Board of Directors in good faith. This value generally
is determined as the amount that the Portfolio could reasonably expect to
receive from an orderly disposition of these assets over a reasonable period of
time but in no event more than seven days. The value of any security or
commodity denominated in a currency other than U.S. dollars will be converted
into U.S. dollars at the prevailing market rate as determined by the investment
manager.

     Foreign securities trading may not take place on all days on which the NYSE
is open. Further, trading takes place in various foreign markets on days on
which the NYSE is not open. Accordingly, the determination of the net asset
value of the Portfolio may not take place contemporaneously with the
determination of the prices of investments held by such Portfolio. Events
affecting the values of investments that occur between the time their prices are
determined and 4:00 P.M. on each day that the NYSE is open will not be reflected
in the Portfolio's net asset value unless the investment manager, under the
supervision of the Fund's Board of Directors, determines that the particular
event would materially affect net asset value. As a result, the Portfolio's net
asset value may be significantly affected by such trading on days when a
shareholder has no access to the Portfolio.


20

<PAGE>

--------------------------------------------------------------------------------
Dividends, Distributions and Taxes
--------------------------------------------------------------------------------

     DIVIDENDS AND DISTRIBUTIONS

     The Fund declares and pays income dividends at least annually on shares of
the Portfolio and makes annual distributions of capital gains, if any, on such
shares.

     If a shareholder does not otherwise instruct, dividends and capital gain
distributions will be reinvested automatically in additional shares of the same
Class at net asset value, subject to no sales charge or CDSC.

     Income dividends and capital gain distributions that are invested are
credited to shareholders' accounts in additional shares at the net asset value
as of the close of business on the payment date. A shareholder may change the
option at any time by notifying his or her Smith Barney Financial Consultant.
Accounts held directly by First Data should notify First Data in writing at
least five business days prior to the payment date to permit the change to be
entered in the shareholder's account.

     The per share dividends on Class B and Class C shares of the Portfolio may
be lower than the per share dividends on Class A and Class Y shares principally
as a result of the distribution fee applicable with respect to Class B and Class
C shares. The per share dividends on Class A shares of the Portfolio may be
lower than the per share dividends on Class Y shares principally as a result of
the service fee applicable to Class A shares. Distributions of capital gains, if
any, will be in the same amount for Class A, Class B, Class C and Class Y
shares.

     TAXES

     The Portfolio intends to qualify as a regulated investment company under
Subchapter M of the Code to be relieved of Federal income tax on that part of
its net investment income and realized capital gains which it pays out to its
shareholders. To qualify, the Portfolio must meet certain tests, including
distributing at least 90% of its investment company taxable income, and deriving
less than 30% of its gross income from the sale or other disposition of certain
investments held for less than three months.

     Dividends from net investment income and distributions of realized
short-term capital gains on the sale of securities, whether paid in cash or
automatically invested in additional shares of the Portfolio, are taxable to
shareholders as ordinary income. The Portfolio's dividends will not qualify for
the dividends received deduction for corporations. Dividends and distributions
declared by the Portfolio may also be subject to state and local taxes.
Distributions out of net long-term capital gains (i.e., net long-term capital
gains in excess of net short-term capital losses) are taxable to shareholders as
long-term capital gains. Information as to the tax status of dividends paid or
deemed paid in each calendar year will be mailed to shareholders as early in the
succeeding year as practical but not later than January 31.

     Income received by the Portfolio from sources within foreign countries may
be subject to withholding and other taxes imposed by such countries. Tax
conventions


                                                                              21
<PAGE>

--------------------------------------------------------------------------------
Dividends, Distributions and Taxes (continued)
--------------------------------------------------------------------------------

between certain countries and the United States may reduce or eliminate such
taxes. It is impossible to determine the rate of foreign tax in advance since
the amount of the Portfolio's assets to be invested in various countries is not
known. Such foreign taxes would reduce the income of the Portfolio distributed
to shareholders.

     If, at the end of the Portfolio's taxable year, more than 50% of the value
of the Portfolio's total assets consists of stock or securities of foreign
corporations, the Portfolio may make an election pursuant to which foreign
income taxes paid by it will be treated as paid directly by its shareholders.
The Portfolio will make this election only if it deems the election to be in the
best interests of shareholders, and will notify shareholders in writing each
year if it makes the election and the amount of foreign taxes to be treated as
paid by the shareholders. If the Portfolio makes such an election, the amount of
such foreign taxes would be included in the income of shareholders, and a
shareholder other than a foreign corporation or non-resident alien individual
could claim either a credit or, provided the shareholder itemizes deductions, a
deduction for U.S. federal income tax purposes for such foreign taxes.
Shareholders who choose to utilize a credit (rather than a deduction) for
foreign taxes will be subject to the limitation that the credit may not exceed
the shareholders' U.S. tax (determined without regard to the availability of the
credit) attributable to their total foreign source taxable income. For this
purpose, the portion of dividends and distributions paid by the Portfolio from
its foreign source income will be treated as foreign source income. The
Portfolio's gains and losses from the sale of securities and from certain
foreign currency gains and losses will generally be treated as derived from U.S.
sources. The limitation on the foreign tax credit is applied separately to
foreign source "passive income," such as the portion of dividends received from
the Portfolio that qualifies as foreign source income. In addition, the foreign
tax credit is allowed to offset only 90% of the alternative minimum tax imposed
on corporations and individuals. Because of these limitations, shareholders may
be unable to claim a credit for the full amount of their proportionate share of
the foreign income taxes paid by the Portfolio.

     In determining gain or loss, a shareholder who redeems or exchanges shares
in the Portfolio within 90 days of the acquisition of such shares will not be
entitled to include in tax basis the sales charges incurred in acquiring such
shares to the extent of any subsequent reduction in sales charges for investing
in the Portfolio or a different Portfolio of the Fund, such as pursuant to the
rights discussed in "Exchange Privilege."

     The Fund is required to withhold and remit to the U.S. Treasury 31% of
dividends, distributions and redemption proceeds to shareholders who fail to
provide a correct taxpayer identification number (the Social Security number in
the case of an individual) or to make the required certifications, or who have
been notified by the Internal Revenue Service that they are subject to backup
withholding and who are


22
<PAGE>

--------------------------------------------------------------------------------
Dividends, Distributions and Taxes (continued)
--------------------------------------------------------------------------------

not otherwise exempt. The 31% withholding tax is not an additional tax, but is
creditable against a shareholder's federal income tax liability.

     Prior to investing in shares of the Portfolio, investors should consult
with their tax advisors concerning the federal, state and local tax consequences
of such an investment.

--------------------------------------------------------------------------------
Purchase of Shares
--------------------------------------------------------------------------------

     GENERAL

     The Portfolio offers five Classes of shares. Class A shares are sold to
investors with an initial sales charge and Class B and Class C shares are sold
without an initial sales charge but are subject to a CDSC payable upon certain
redemptions. Class Y shares are sold without an initial sales charge or CDSC and
are available only to investors investing a minimum of $5,000,000 (except for
purchases of Class Y shares by Smith Barney Concert Series Inc., for which there
is no minimum purchase amount). Class Z shares are offered without a sales
charge, CDSC, service fee or distribution fee, exclusively to tax-exempt
employee benefit and retirement plans of Smith Barney and its affiliates.
Investors meeting these criteria who are interested in acquiring Class Z shares
should contact a Smith Barney Financial Consultant for a Class Z Prospectus. See
"Prospectus Summary -- Alternative Purchase Arrangements" for a discussion of
factors to consider in selecting which Class of shares to purchase.

     Purchases of Portfolio shares must be made through a brokerage account
maintained with Smith Barney, an Introducing Broker or an investment dealer in
the selling group. In addition, certain investors, including qualified
retirement plans and certain other institutional investors, may purchase shares
directly from the Fund through First Data. When purchasing shares of the
Portfolio, investors must specify whether the purchase is for Class A, Class B,
Class C or Class Y shares. No maintenance fee will be charged by the Fund in
connection with a brokerage account through which an investor purchases or holds
shares.

   
     Investors in Class A, Class B and Class C shares may open an account by
making an initial investment of at least $1,000 for each account, or $250 for an
IRA or a Self-Employed Retirement Plan in the Portfolio. Investors in Class Y
shares may open an account by making an initial investment of $5,000,000.
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 investment requirement for Class A,
Class B and Class C shares and the subsequent investment requirement for all
Classes in the Portfolio is $25. For shareholders purchasing shares of the
Portfolio through the Systematic
    


                                                                              23
<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

   
Investment Plan on a monthly basis, the minimum initial investment requirement
for Class A, Class B and Class C shares and the subsequent investment
requirement for all Classes is $25. For shareholders purchasing shares of the
Portfolio through the Systematic Investment Plan on a quarterly basis, the
minimum initial investment requirement for Class A, Class B and Class C shares
and the subsequent investment requirement for all Classes is $50. There are no
minimum investment requirements in Class A shares for employees of Travelers and
its subsidiaries, including 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 its shares
and to suspend the offering of shares from time to time. Shares purchased will
be held in the shareholder's account by the Fund's transfer agent, First Data.
Share certificates are issued only upon a shareholder's written request to First
Data.
    

     Purchase orders received by the Fund or Smith Barney prior to the close of
regular trading on the NYSE, on any day the Portfolio 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 Portfolio calculates its net
asset value, are priced according to the net asset value determined on that day,
provided the order is received by the Fund or Smith Barney prior to Smith
Barney's close of business. For shares purchased through Smith Barney or
Introducing Brokers purchasing through Smith Barney, payment for Portfolio
shares is due on the third business day (the "settlement date") after the trade
date. In all other cases, payment must be made with the purchase order.

     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, Smith Barney or First Data 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 Portfolio account. A shareholder who has insufficient funds to
complete the transfer will be charged a fee of up to $25 by Smith Barney or
First Data. The Systematic Investment Plan also authorizes Smith Barney to apply
cash held in the shareholder's 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 Smith Barney
Financial Consultant.
    

     INITIAL SALES CHARGE ALTERNATIVE - CLASS A SHARES

     The sales charges applicable to purchases of Class A shares of the
Portfolio are as follows:


24

<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

                                                                     Dealers'
                              Sales Charge        Sales Charge      Reallowance
                                  % of               as % of          as % of
Amount of Investment         Offering Price      Amount Invested  Offering Price
--------------------------------------------------------------------------------
   Less than  $ 25,000            5.00%               5.26%           4.50%
  $ 25,000 -    49,999            4.00                4.17            3.60
    50,000 -    99,999            3.50                3.63            3.15
   100,000 -   249,999            3.00                3.09            2.70
   250,000 -   499,999            2.00                2.04            1.80
   500,000 and over               *                   *               *
-------------------------------------------------------------------------------

*Purchases of Class A shares, which when combined with current holdings of Class
A shares offered with a sales charge equal or exceed $500,000 in the aggregate,
will be made at net asset value without any initial sales charge, but will be
subject to a CDSC of 1.00% on redemptions made within 12 months of purchase. The
CDSC on Class A shares is payable to Smith Barney, which compensates Smith
Barney Financial Consultants and other dealers whose clients make purchases of
$500,000 or more. The CDSC is waived in the same circumstances in which the CDSC
applicable to Class B and Class C shares is waived. See "Deferred Sales Charge
Alternatives" and "Waivers of CDSC."

     Members of the selling group may receive up to 90% of the sales charge and
may be deemed to be underwriters of the Fund as defined in the Securities Act of
1933, as amended.

     The reduced sales charges shown above apply to the aggregate of purchases
of Class A shares of the Portfolio made at one time by "any person," which
includes an individual, his or her spouse and children, or a trustee or other
fiduciary of a single trust estate or single fiduciary account. The reduced
sales charge minimums may also be met by aggregating the purchase with the net
asset value of all Class A shares offered with a sales charge held in funds
sponsored by Smith Barney listed under "Exchange Privilege."

     INITIAL SALES CHARGE WAIVERS

   
     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 Travelers and its subsidiaries and any of 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 Portfolio by
    


                                                                              25
<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

   
merger, acquisition of assets or otherwise; (c) purchases of Class A shares by
any client of a newly employed Smith Barney Financial Consultant (for a period
up to 90 days from the commencement of the Financial Consultant's employment
with 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 Financial Consultant's prior employer, (ii) was sold to the
client by the Financial Consultant and (iii) was subject to a sales charge; (d)
shareholders who have redeemed Class A shares in the Portfolio (or Class A
shares of another fund of the Smith Barney Mutual Funds that are sold with a
maximum 5.00% sales charge) and who wish to reinvest their redemption proceeds
in the Portfolio, provided the reinvestment is made within 60 calendar days of
the redemption; (e) accounts managed by registered investment advisory
subsidiaries of Travelers; (f) purchases of Class A shares by Section 403(b) or
Section 401(a) or (k) accounts associated with Copeland Retirement Programs; (g)
direct rollovers by plan participants of distributions from a 401(k) plan
offered to employees of Travelers or its subsidiaries or a 401(k) plan enrolled
in the Smith Barney 401(k) Program (Note: subsequent investments will be subject
to the applicable sales charge); (h) purchases by separate accounts used to fund
certain unregistered variable annuity contracts; and (i) purchases by investors
participating in a Smith Barney fee-based arrangement. 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 Portfolio 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 Portfolio and of funds sponsored by 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.

     GROUP PURCHASES

     Upon completion of certain automated systems, a reduced sales charge or
purchase at net asset value will also be available to employees (and partners)
of the same employer purchasing as a group, provided each participant makes the
minimum initial investment required. The sales charge applicable to purchases by
each member of such a group will be determined by the table set forth above
under "Initial Sales Charge Alternative -- Class A Shares," and will be based
upon the


26
<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

aggregate sales of Class A shares of Smith Barney Mutual Funds offered with a
sales charge to, and share holdings of, all members of the group. To be eligible
for such reduced sales charges or to purchase at net asset value, all purchases
must be pursuant to an employer- or partnership-sanctioned plan meeting certain
requirements. One such requirement is that the plan must be open to specified
partners or employees of the employer and its subsidiaries, if any. Such plan
may, but is not required to, provide for payroll deductions, IRAs or investments
pursuant to retirement plans under Sections 401 or 408 of the Code. Smith Barney
may also offer a reduced sales charge or net asset value purchase for
aggregating related fiduciary accounts under such conditions that Smith Barney
will realize economies of sales efforts and sales related expenses. An
individual who is a member of a qualified group may also purchase Class A shares
at the reduced sales charge applicable to the group as a whole. The sales charge
is based upon the aggregate dollar value of Class A shares offered with a sales
charge that have been previously purchased and are still owned by the group,
plus the amount of the current purchase. A "qualified group" is one which (a)
has been in existence for more than six months, (b) has a purpose other than
acquiring Portfolio shares at a discount and (c) satisfies uniform criteria
which enable Smith Barney to realize economies of scale in its costs of
distributing shares. A qualified group must have more than 10 members, must be
available to arrange for group meetings between representatives of the Portfolio
and the members, and must agree to include sales and other materials related to
the Portfolio in its publications and mailings to members at no cost to Smith
Barney. In order to obtain such reduced sales charge or to purchase at net asset
value, the purchaser must provide sufficient information at the time of purchase
to permit verification that the purchase qualifies for the reduced sales charge.
Approval of group purchase reduced sales charge plans is subject to the
discretion of Smith Barney.

     LETTER OF INTENT

     Class A Shares. A Letter of Intent for amounts of $50,000 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 Portfolio 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 


                                                                              27
<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

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 Smith
Barney Financial Consultant or First Data to obtain a Letter of Intent
application.

     Class Y Shares. A Letter of Intent may also be used as a way for investors
to meet the minimum investment requirement for Class Y shares. Such investors
must make an initial minimum purchase of $1,000,000 in Class Y shares of the
Portfolio and agree to purchase a total of $5,000,000 of Class Y shares of the
same Portfolio within six months from the date of the Letter. If a total
investment of $5,000,000 is not made within the six-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 Portfolio's Class A shares, which may include a CDSC of 1.00%.
Please contact a Smith Barney Financial Consultant or First Data for further
information.

     DEFERRED SALES CHARGE ALTERNATIVES

     CDSC 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 Portfolio. A CDSC, however, may be imposed on
certain redemptions of these shares. "CDSC Shares" are: (a) Class B shares; (b)
Class C shares; and (c) Class A shares which when combined with Class A shares
offered with a sales charge currently held by an investor equal or exceed
$500,000 in the aggregate.

     Any applicable CDSC 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. CDSC Shares that are redeemed will not be subject to a CDSC
to the extent that the value of such shares represents: (a) capital appreciation
of Portfolio 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 C shares and Class
A shares that are CDSC Shares, shares redeemed more than 12 months after their
purchase.

   
     Class C shares and Class A shares that are CDSC Shares are subject to a
1.00% CDSC if redeemed within 12 months of purchase. In circumstances in which
the CDSC 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
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 Smith Barney 401(k) Program, as described below.
See "Purchase of Shares --Smith Barney 401(k) and ExecChoice(TM) Programs."
    


28

<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

   
                Year Since Purchase
                 Payment Was Made                        CDSC
--------------------------------------------------------------------------------
                  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. Shareholders who held Class B shares of Smith Barney
Shearson Short-Term World Income Fund (the "Short-Term World Income Fund") on
July 15, 1994 and who subsequently exchange those shares for Class B shares of
the Portfolio will be offered the opportunity to exchange all such Class B
shares for Class A shares of the Portfolio four years after the date on which
those shares were deemed to have been purchased. Holders of such Class B shares
will be notified of the pending exchange in writing approximately 30 days before
the fourth anniversary of the purchase date and, unless the exchange has been
rejected in writing, the exchange will occur on or about the fourth anniversary
date. See "Prospectus Summary -- Alternative Purchase Arrangements -- Class B
Shares Conversion Feature."

     In determining the applicability of any CDSC, 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 CDSC 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 Portfolio 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 CDSC will reduce
the gain or increase the loss, as the case may be, on the amount realized on
redemption. The amount of any CDSC will be paid to Smith Barney.

     To provide an example, assume an investor purchased 100 Class B shares at
$10 per share for a cost of $1,000. Subsequently, the investor acquired 5
additional shares 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 CDSC would not be applied to the amount which
represents appreciation ($200) 


                                                                              29
<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

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 CDSC

   
     The CDSC 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") (provided, however, that 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) redemption 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 a combination of the Portfolio with any
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 CDSC imposed on the
prior redemption.
    

     CDSC waivers will be granted subject to confirmation (by Smith Barney in
the case of shareholders who are also Smith Barney clients or by First Data in
the case of all other shareholders) of the shareholder's status or holdings, as
the case may be.

   
     SMITH BARNEY 401(K) AND EXECCHOICE(TM) PROGRAMS

     Investors may be eligible to participate in the Smith Barney 401(k) Program
or the Smith Barney ExecChoice(TM) Program. To the extent applicable, the same
terms and conditions, which are outlined below, are offered to all plans
participating ("Participating Plans") in these programs.

     The Portfolio offers to Participating Plans Class A and Class C shares as
investment alternatives under the Smith Barney 401(k) and ExecChoice(TM)
Programs. Class A and Class C shares acquired through the Participating Plans
are subject to the same service and/or distribution fees as the Class A and
Class C shares acquired by other investors; however, they are not subject to any
initial sales charge or CDSC. Once a Participating Plan has made an initial
investment in the Portfolio, all of its subsequent investments in the Portfolio
must be in the same Class of shares, except as otherwise described below.

     Class A Shares. Class A shares of the Portfolio are offered without any
sales charge or CDSC to any Participating Plan that purchases $1,000,000 or more
of Class A shares of one or more funds of the Smith Barney Mutual Funds.
    


30

<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

   
     Class C Shares. Class C shares of the Portfolio are offered without any
sales charge or CDSC to any Participating Plan that purchases less than
$1,000,000 of Class C shares of one or more funds of the Smith Barney Mutual
Funds.

     401(k) and ExecChoice(TM) Plans Opened On or After June 21, 1996. If, at
the end of the fifth year after the date the Participating Plan enrolled in the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program, a
Participating Plan's total Class C 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 C shares for Class A shares of the
Portfolio. (For Participating Plans that were originally established through a
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.

     401(k) Plans 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 C 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 C shares for Class A shares
of the Portfolio. 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 Smith Barney 401(k) or ExecChoice(TM)
Program, 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 C shares for Class A shares of the Portfolio
regardless of asset size, at the end of the eighth year after the date the
Participating Plan enrolled in the Smith Barney 401(k) or ExecChoice(TM)
Program. 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 C shares of
the Portfolio but instead may acquire Class A shares of the Portfolio. Any Class
C shares not converted will continue to be subject to the distribution fee.

     Participating Plans wishing to acquire shares of the Portfolio through the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program must
purchase such shares directly from the Transfer Agent. For further information
regarding 
    


                                                                              31
<PAGE>

--------------------------------------------------------------------------------
Purchase of Shares (continued)
--------------------------------------------------------------------------------

   
these Programs, investors should contact a Smith Barney Financial Consultant.

     Existing 401(k) Plans Investing in Class B Shares. Class B shares of the
Portfolio 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 CDSC 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 Portfolio. 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 of the Portfolio but instead may acquire Class A shares of the
Portfolio. 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 CDSC 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 CDSC 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 CDSC 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 CDSC 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 5911/42 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.
    


32
<PAGE>

--------------------------------------------------------------------------------
Exchange Privilege
--------------------------------------------------------------------------------

   
     Except as otherwise noted below, shares of each Class may be exchanged for
shares of the same Class in the following funds of the 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 C shares are subject to
minimum investment requirements and all shares are subject to the other
requirements of the fund into which exchanges are made.
    

FUND NAME
--------------------------------------------------------------------------------

Growth Funds

      Smith Barney Aggressive Growth Fund Inc.
      Smith Barney Appreciation Fund Inc.
      Smith Barney Fundamental Value Fund Inc.
      Smith Barney Growth Opportunity Fund
      Smith Barney Managed Growth Fund
      Smith Barney Natural Resources Fund Inc.
   
      Smith Barney Special Equities Fund
    

Growth and Income Funds

   
      Concert Social Awareness Fund
    
      Smith Barney Convertible Fund
      Smith Barney Funds, Inc. -- Equity Income Portfolio
      Smith Barney Growth and Income Fund
      Smith Barney Premium Total Return Fund
      Smith Barney Utilities Fund
       

Taxable Fixed-Income Funds

   ** Smith Barney Adjustable Rate Government Income Fund
   
      Smith Barney Diversified Strategic Income Fund
    
  +++ Smith Barney Funds, Inc. -- Short-Term U.S. Treasury Securities Portfolio
      Smith Barney Funds, Inc. -- U.S. Government Securities Portfolio
      Smith Barney Government Securities Fund
      Smith Barney High Income Fund
      Smith Barney Investment Grade Bond Fund
      Smith Barney Managed Governments Fund Inc.

Tax-Exempt Funds

      Smith Barney Arizona Municipals Fund Inc.
      Smith Barney California Municipals Fund Inc.
    * Smith Barney Intermediate Maturity California Municipals Fund
    * Smith Barney Intermediate Maturity New York Municipals Fund
      Smith Barney Managed Municipals Fund Inc.
   
      Smith Barney Massachusetts Municipals Fund
    


                                                                              33
<PAGE>

--------------------------------------------------------------------------------
Exchange Privilege (continued)
--------------------------------------------------------------------------------

      Smith Barney Muni Funds -- Florida Portfolio
      Smith Barney Muni Funds -- Georgia Portfolio
    * Smith Barney Muni Funds -- Limited Term Portfolio
      Smith Barney Muni Funds -- National Portfolio
   
      Smith Barney Muni Funds -- New York Portfolio
    
      Smith Barney Muni Funds -- Pennsylvania Portfolio
      Smith Barney New Jersey Municipals Fund Inc.
      Smith Barney Oregon Municipals Fund
      Smith Barney Tax-Exempt Income Fund

International Funds

      Smith Barney World Funds, Inc. -- Emerging Markets Portfolio
      Smith Barney World Funds, Inc. -- European Portfolio
      Smith Barney World Funds, Inc. -- Global Government Bond Portfolio
      Smith Barney World Funds, Inc. -- International Balanced Portfolio
      Smith Barney World Funds, Inc. -- Pacific Portfolio

   
Smith Barney Concert Allocation Series Inc.

      Smith Barney Concert Allocation Series Inc. -- Balanced Portfolio
      Smith Barney Concert Allocation Series Inc. -- Conservative Portfolio
      Smith Barney Concert Allocation Series Inc. -- Growth Portfolio
      Smith Barney Concert Allocation Series Inc. -- High Growth Portfolio
      Smith Barney Concert Allocation Series Inc. -- Income Portfolio
    

Money Market Funds

    + Smith Barney Exchange Reserve Fund
   ++ Smith Barney Money Funds, Inc. -- Cash Portfolio
   ++ Smith Barney Money Funds, Inc. -- Government Portfolio
  *** Smith Barney Money Funds, Inc. -- Retirement Portfolio
  +++ Smith Barney Municipal Money Market Fund, Inc.
  +++ Smith Barney Muni Funds -- California Money Market Portfolio
  +++ Smith Barney Muni Funds -- New York Money Market Portfolio

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

*    Available for exchange with Class A, Class C and Class Y shares of the
     Portfolio.
**   Available for exchange with Class A, Class B and Class Y shares of the
     Portfolio. In addition, shareholders who own Class C shares of the
     Portfolio through the Smith Barney 401(k) Program may exchange those shares
     for Class C shares of this fund.
***  Available for exchange with Class A shares of the Portfolio.
+    Available for exchange with Class B and Class C shares of the Portfolio.
   
++   Available for exchange with Class A and Class Y shares of the Portfolio. In
     addition, shareholders who own Class C shares of the Portfolio through the
     Smith Barney 401(k) or ExecChoice(TM) Programs may exchange those shares
     for Class C shares of this fund.
    
+++  Available for exchange with Class A and Class Y shares of the Portfolio.
       


34
<PAGE>

--------------------------------------------------------------------------------
Exchange Privilege (continued)
--------------------------------------------------------------------------------

     Class B Exchanges. In the event a Class B shareholder (unless such
shareholder was a Class B shareholder of the Short-Term World Income Fund on
July 15, 1994) wishes to exchange all or a portion of his or her shares in any
of the funds imposing a CDSC higher than that imposed by the Portfolio, the
exchanged Class B shares will be subject to the higher applicable CDSC. 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 Portfolio that have been exchanged.

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

   
     Class A and Class Y Exchanges. Class A and Class Y shareholders of the
Portfolio 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. Although the
exchange privilege is an important benefit, excessive exchange transactions can
be detrimental to the Portfolio's performance and its shareholders. The Manager
may determine that a pattern of frequent exchanges is excessive and contrary to
the best interests of the Portfolio's other shareholders. In this event, the
Fund may, at its discretion, decide to limit additional purchases and/or
exchanges by the shareholder. Upon such a determination, the Fund will provide
notice in writing or by telephone to the shareholder at least 15 days prior to
suspending the exchange privilege and during the 15 day period the shareholder
will be required to (a) redeem his or her shares in the Portfolio or (b) remain
invested in the Portfolio or exchange into any of the funds of the Smith Barney
Mutual Funds ordinarily available, which position the shareholder would be
expected to maintain for a significant period of time. All relevant factors will
be considered in determining what constitutes an abusive pattern of exchanges.

   
     Certain shareholders may be able to exchange shares by telephone. See
"Redemption of Shares -- Telephone Redemption and Exchange Program." Exchanges
will be processed at the net asset value next determined. Redemption procedures
discussed below are also applicable for exchanging shares, and exchanges will be
made upon receipt of all supporting documents in proper form. If the account
registration of the shares of the fund being acquired is identical to the
registration of the shares of the fund exchanged, no signature guarantee is
required. A capital gain or loss for tax purposes will be realized upon the
exchange, depending upon the cost or other basis of shares redeemed. Before
exchanging shares, investors should read the current prospectus describing the
shares to be acquired. The Portfolio reserves the right to modify or discontinue
exchange privileges upon 60 days' prior notice to shareholders.
    


                                                                              35
<PAGE>

--------------------------------------------------------------------------------
Redemption of Shares
--------------------------------------------------------------------------------

     The Fund is required to redeem the shares of the Portfolio 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 CDSC. 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 the Fund's transfer
agent receives further instructions from Smith Barney, or if the shareholder's
account is not with Smith Barney, from the shareholder directly. 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 Smith Barney brokerage account, these funds will not
be invested for the shareholder's benefit without specific instruction and 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.

     Shares held by Smith Barney as custodian must be redeemed by submitting a
written request to a Smith Barney Financial Consultant. Shares other than those
held by Smith Barney as custodian may be redeemed through an investor's
Financial Consultant, Introducing Broker or dealer in the selling group or by
submitting a written request for redemption to:

     Smith Barney World Funds, Inc./International Equity Portfolio 
     Class A, B, C or Y (please specify) 
     c/o First Data Investor Services Group, Inc.
     P.O. Box 9134
     Boston, Massachusetts  02205-9134

   
     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 First Data together with the redemption request. Any
signature appearing on a share certificate,stock power or written redemption
request in excess of $2,000 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 $2,000 or less do
not require a signature guarantee unless more than one such redemption request
is made in any 10-day period or the
    


36
<PAGE>

--------------------------------------------------------------------------------
Redemption of Shares (continued)
--------------------------------------------------------------------------------

redemption proceeds are to be sent to an address other than the address of
record. Unless otherwise directed, redemption proceeds will be mailed to an
investor's address of record. First Data 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 First Data receives all required documents in proper form.

     AUTOMATIC CASH WITHDRAWAL PLAN

     The Portfolio 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 Portfolio. Any applicable CDSC 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 CDSC at the time the withdrawal
plan commences. (With respect to withdrawal plans in effect prior to November 7,
1994, any applicable CDSC 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 CDSC.)
For further information regarding the automatic cash withdrawal plan,
shareholders should contact a Smith Barney Financial Consultant.

     TELEPHONE REDEMPTION AND EXCHANGE PROGRAM

     Shareholders who do not have a Smith Barney brokerage account may be
eligible to redeem and exchange Fund shares by telephone. To determine if a
shareholder is entitled to participate in this program, he or she should contact
First Data 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 First Data 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 $10,000 of any class or classes
of the Fund's shares, may be made by eligible shareholders by calling First Data
at 1-800-451-2010. Such requests may be made between 9:00 a.m. and 5:00 p.m.
(New York City time) on any day the NYSE is open. Redemption requests received
after the close of regular trading on the NYSE are priced at the net asset value
next determined. 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


                                                                              37
<PAGE>


--------------------------------------------------------------------------------
Redemption of Shares (continued)
--------------------------------------------------------------------------------

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 First Data 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 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.

--------------------------------------------------------------------------------
Minimum Account Size
--------------------------------------------------------------------------------

   
     The Fund reserves the right to involuntarily liquidate any shareholder's
account in the Portfolio if the aggregate net asset value of the shares held in
the Portfolio account is less than $500. (If a shareholder has more than one
account in this Portfolio, each account must satisfy the minimum account size.)
The Fund, however, will not redeem shares based solely on market reductions in
net asset value. Before the Fund exercises such right, shareholders will receive
written notice and will be permitted 60 days to bring accounts up to the minimum
to avoid involuntary liquidation.
    

--------------------------------------------------------------------------------
Performance
--------------------------------------------------------------------------------

     From time to time the Fund may advertise the Portfolio's total return and
average annual total return in advertisements. In addition, in other types of
sales literature the Fund may include the Portfolio's current dividend return.
These


38
<PAGE>

--------------------------------------------------------------------------------
Performance (continued)
--------------------------------------------------------------------------------

figures are computed separately for Class A, Class B, Class C and Class Y shares
of the Portfolio. 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 from the
initial amount invested and reinvestment of all income dividends and capital
gain distributions on the reinvestment dates at prices calculated as stated in
this Prospectus, 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 with nonstandard total return
information for differing periods computed in the same manner but without
annualizing the total return or taking sales charges into account. The Portfolio
calculates current dividend return for each Class by dividing the current
dividend 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 may vary from time to time
depending on market conditions, the composition of the 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 Portfolio may also include comparative
performance information in advertising or marketing its shares. Such performance
information may include data from Lipper Analytical Services, Inc. and other
financial publications.

--------------------------------------------------------------------------------
Management of the Fund
--------------------------------------------------------------------------------

     BOARD OF DIRECTORS

   
     Overall responsibility for management and supervision of the Portfolio
rests with the Fund's Board of Directors. The Directors approve all significant
agreements between the Fund and the companies that furnish services to the Fund
and the Portfolio, including agreements with the Fund's distributor, investment
manager, custodian and transfer agent. The day-to-day operations of the
Portfolio are delegated to the Portfolio's investment manager. The Statement of
Additional Information contains background information regarding each Director
and executive officer of the Fund.
    

     MANAGER

   
     The Manager manages the day-to-day operations of the Portfolio pursuant to
a management agreement entered into by the Fund on behalf of the Portfolio under
which the Manager offers the Portfolio advice and assistance with respect to the
    


                                                                              39
<PAGE>

--------------------------------------------------------------------------------
Management of the Fund (continued)
--------------------------------------------------------------------------------

   
acquisition, holding or disposal of securities and recommendations with respect
to other aspects and affairs of the Portfolio and furnishes the Portfolio with
bookkeeping, accounting and administrative services, office space and equipment,
and the services of the officers and employees of the Fund. By written agreement
Research and other departments and staff of Smith Barney furnish the Manager
with information, advice and assistance and are available for consultation on
the Fund's Portfolios, thus Smith Barney may also be considered an investment
adviser to the Fund. Smith Barney's services are paid for by the Manager on the
basis of direct and indirect costs to Smith Barney of performing such services;
there is no charge to the Fund for such services. For the Portfolio's last
fiscal year the management fee was 0.85% of the Portfolio's average net assets
and the total operating expenses were 1.35% for Class A shares; 2.11% for Class
B shares; 2.15% for Class C shares; and 0.96% for Class Y shares.

     The Manager was incorporated on March 12, 1968 under the laws of Delaware.
As of December 31, 1996 the Manager had aggregate assets under management of
approximately $80 billion. The Manager, Smith Barney and Holdings are each
located at 388 Greenwich Street, New York, New York 10013. The term "Smith
Barney" in the title of the Fund has been adopted by permission of Smith Barney
and is subject to the right of Smith Barney to elect that the Fund stop using
the term in any form or combination of its name.
    

     PORTFOLIO MANAGEMENT

   
     The Portfolio is managed by Maurits E. Edersheim and a team of
seasoned international equity portfolio managers, who collectively have over 125
years of experience and manage in excess of $2 billion in global equity assets
for other investment companies and managed accounts. Mr. Edersheim is Chairman
and Advisory Director of the Fund and is Deputy Chairman of Smith Barney
International Incorporated. Mr. James Conheady, Mr. Rein van der Does and Mr.
Jeffrey Russell, all Vice Presidents of the Portfolio and Managing Directors of
Smith Barney, are members of the international equity team, and have been
responsible for the day to day operations of the Portfolio, including making all
investment decisions, since November 1991.

     Management's discussion and analysis, and additional performance
information regarding the Portfolio during the fiscal year ended October 31,
1996 is included in the Annual Report dated October 31, 1996. A copy of the
Annual Report may be obtained upon request and without charge from a Smith
Barney Financial Consultant or by writing or calling the Fund at the address or
phone number listed on page one of this Prospectus.
    


40
<PAGE>

--------------------------------------------------------------------------------
Distributor
--------------------------------------------------------------------------------

     Smith Barney distributes shares of the Portfolio as principal underwriter
and as such conducts a continuous offering pursuant to a "best efforts"
arrangement requiring Smith Barney to take and pay for only such securities as
may be sold to the public. Pursuant to a plan of distribution adopted by the
Portfolio under Rule 12b-1 under the 1940 Act (the "Plan"), Smith Barney is paid
a service fee with respect to Class A, Class B and Class C shares of the
Portfolio at the annual rate of 0.25% of the average daily net assets
attributable to these Classes. Smith Barney is also paid a distribution fee with
respect to Class B and Class C shares at the annual rate of 0.75% of the average
daily net assets attributable to these Classes. Class B shares that
automatically convert to Class A shares eight years after the date of original
purchase will no longer be subject to a distribution fee. The fees are used by
Smith Barney to pay its Financial Consultants for servicing shareholder accounts
and, in the case of Class B and Class C 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 Smith Barney Financial Consultants 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
Smith Barney associated with the sale of Portfolio shares, including lease,
utility, communications and sales promotion expenses.

     The payments to Smith Barney Financial Consultants for selling shares of a
Class include a commission or fee paid by the investor or Smith Barney at the
time of sale and, with respect to Class A, Class B and Class C shares, a
continuing fee for servicing shareholder accounts for as long as a shareholder
remains a holder of that Class. Smith Barney Financial Consultants may receive
different levels of compensation for selling different Classes of shares.

     Payments under the Plan with respect to Class B and Class C shares are not
tied exclusively to the distribution and shareholder services expenses actually
incurred by Smith Barney and the payments may exceed distribution expenses
actually incurred. The Fund's Board of Directors will evaluate the
appropriateness of the Plan and its payment terms on a continuing basis and in
so doing will consider all relevant factors, including expenses borne by Smith
Barney, amounts received under the Plan and proceeds of the CDSC.

--------------------------------------------------------------------------------
Additional Information
--------------------------------------------------------------------------------

     The Fund, an open-end investment company, was incorporated in Maryland on
March 22, 1991. The Fund has an authorized capital of 1,000,000,000 shares with
a par value of $.001 per share. The Board of Directors has authorized the
issuance of six series of shares, each representing shares in one of six
separate Portfolios and may


                                                                              41
<PAGE>

--------------------------------------------------------------------------------
Additional Information (continued)
--------------------------------------------------------------------------------

authorize the issuance of additional series of shares in the future. The assets
of each Portfolio are segregated and separately managed and a shareholder's
interest is in the assets of the Portfolio in which he or she holds shares.
Class A, Class B, Class C, Class Y and Class Z shares of the Portfolio represent
interests in the assets of the Portfolio and have identical voting, dividend,
liquidation and other rights on the same terms and conditions except that
expenses related to the distribution of each Class of shares are borne solely by
each class and each Class of shares has exclusive voting rights with respect to
provisions of the Fund's Rule 12b-1 distribution plan which pertains to a
particular Class. As described under "Voting" in the Statement of Additional
Information, the Fund ordinarily will not hold meetings of shareholders
annually; however, shareholders have the right to call a meeting upon a vote of
10% of the Fund's outstanding shares for the purpose of voting to remove
directors, and the Fund will assist shareholders in calling such a meeting as
required by the 1940 Act. Shares do not have cumulative voting rights or
preemptive rights and are fully paid, transferable and nonassessable when issued
for payment as described in this Prospectus. 

   
     The Chase Manhattan Bank, located at Chase MetroTech Center, Brooklyn, New
York 11245, serves as custodian of the Portfolio's investments.
    

     First Data, located at Exchange Place, Boston, Massachusetts 02109, serves
as the Fund's transfer agent.

     The Fund sends its shareholders a semi-annual report and an audited annual
report, which include listings of the investment securities held by the Fund at
the end of the period covered. In an effort to reduce the Fund's printing and
mailing costs, the Fund plans to consolidate the mailing of its semi-annual and
annual reports by household. This consolidation means that a household having
multiple accounts with the identical address of record will receive a single
copy of each report. In addition, the Fund also plans to consolidate the mailing
of its 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 account should contact their Smith Barney Financial Consultant or
the Fund's transfer agent.


42


<PAGE>

                                                                    SMITH BARNEY
                                                                    ------------
                                                A Member of TravelersGroup[Logo]


                                                                    Smith Barney
                                                               World Funds, Inc.
                                                                   International
                                                                Equity Portfolio

                                                            388 Greenwich Street
                                                        New York, New York 10013

   
                                                                    FD 0667 2/97
    





P R O S P E C T U S
 
  
                                                                    SMITH BARNEY

                                                               WORLD FUNDS, INC.
                                                                                

                                                                        Emerging

                                                                         Markets

                                                                       Portfolio
                                                             
                                                          FEBRUARY 28, 1996     
 
                                                   PROSPECTUS BEGINS ON PAGE ONE








[LOGO] SMITH BARNEY MUTUAL FUNDS
       Investing For Your Future.
       Every Day.


<PAGE>
 
PROSPECTUS                                                  
                                                         FEBRUARY 28, 1997     
   
Smith Barney World Funds, Inc.     
   
Emerging Markets Portfolio     
388 Greenwich Street
New York, New York 10013
(212) 723-9218
 
  The Emerging Markets Portfolio (the "Portfolio") is one of the investment
portfolios that currently comprise Smith Barney World Funds, Inc. (the "Fund").
The Portfolio seeks long term capital appreciation on its assets through a
portfolio invested primarily in securities of emerging country issuers.
 
  An investment in the Portfolio involves certain risks, particularly in rela-
tion to the Portfolio's investing in emerging countries, such as restrictions
on foreign investment and repatriation of capital, share price volatility, lim-
ited trading liquidity and small market capitalization of the securities mar-
kets, currency devaluations and fluctuations in currency exchange rates, high
inflation, government regulation, government involvement in the economy and
political uncertainty, which are not typically associated with investments in
the United States. IN ADDITION, THE PORTFOLIO MAY INVEST UP TO 10% OF ITS
ASSETS IN HIGH YIELD, HIGH RISK CORPORATE DEBT SECURITIES AND SOVEREIGN DEBT
OBLIGATIONS WHICH ARE CONSIDERED SPECULATIVE AND SUBJECT TO CERTAIN RISKS. See
"Investment Objective and Management Policies." See the Appendix for a further
discussion of the risks associated with an investment in the Portfolio.
 
  This Prospectus sets forth concisely certain information about the Fund and
the Portfolio, including sales charges, distribution and service fees and
expenses, that prospective investors will find helpful in making an investment
decision. Investors are encouraged to read this Prospectus carefully and retain
it for future reference.
   
  Additional information about the Portfolio is contained in a Statement of
Additional Information dated February 28, 1997, as amended or supplemented from
time to time, that is available upon request and without charge by calling or
writing the Fund at the telephone number or address set forth above or by con-
tacting a Smith Barney Financial Consultant. The Statement of Additional Infor-
mation has been filed with the Securities and Exchange Commission (the "SEC")
and is incorporated by reference into this Prospectus in its entirety.     
 
SMITH BARNEY INC.
Distributor
 
SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
Investment Manager
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
 
                                                                               1
<PAGE>
 
TABLE OF CONTENTS
<TABLE>   
<S>                                           <C>
PROSPECTUS SUMMARY                              3
-------------------------------------------------
FINANCIAL HIGHLIGHTS                           10
-------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES   13
-------------------------------------------------
RISK FACTORS                                   14
-------------------------------------------------
VALUATION OF SHARES                            18
-------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES             20
-------------------------------------------------
PURCHASE OF SHARES                             22
-------------------------------------------------
EXCHANGE PRIVILEGE                             32
-------------------------------------------------
REDEMPTION OF SHARES                           35
-------------------------------------------------
MINIMUM ACCOUNT SIZE                           37
-------------------------------------------------
PERFORMANCE                                    37
-------------------------------------------------
MANAGEMENT OF THE FUND                         38
-------------------------------------------------
DISTRIBUTOR                                    40
-------------------------------------------------
ADDITIONAL INFORMATION                         41
-------------------------------------------------
APPENDIX                                      A-1
-------------------------------------------------
</TABLE>    
 
--------------------------------------------------------------------------------
 
  No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the Fund
or the Distributor. This Prospectus does not constitute an offer by the Fund or
the Distributor to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction.
 
--------------------------------------------------------------------------------
 
2
<PAGE>
 
PROSPECTUS SUMMARY
  The following summary is qualified in its entirety by detailed information
appearing elsewhere in this Prospectus and in the Statement of Additional
Information. Cross references in this summary are to headings in the Prospec-
tus. See "Table of Contents."
 
INVESTMENT OBJECTIVE The Portfolio is an open-end, management investment com-
pany whose investment objective is to seek long-term capital appreciation on
its assets through a portfolio invested primarily in securities of emerging
country issuers. See "Investment Objective and Management Policies."
 
ALTERNATIVE PURCHASE ARRANGEMENTS The Portfolio offers several classes of
shares ("Classes") to investors designed to provide them with the flexibility
of selecting an investment best suited to their needs. The general public is
offered three Classes of shares: Class A shares, Class B shares and Class C
shares, which differ principally in terms of sales charges and rate of
expenses to which they are subject. A fourth Class of shares, Class Y shares,
is offered only to investors meeting an initial investment minimum of
$5,000,000. See "Purchase of Shares" and "Redemption of Shares."
 
  Class A Shares. Class A shares are sold at net asset value plus an initial
sales charge of up to 5.00% and are subject to an annual service fee of 0.25%
of the average daily net assets of the Class. The initial sales charge may be
reduced or waived for certain purchases. Purchases of Class A shares, which
when combined with current holdings of Class A shares offered with a sales
charge equal or exceed $500,000 in the aggregate, will be made at net asset
value with no initial sales charge, but will be subject to a contingent
deferred sales charge ("CDSC") of 1.00% on redemptions made within 12 months
of purchase. See "Prospectus Summary--Reduced or No Initial Sales Charge."
 
  Class B Shares. Class B shares are offered at net asset value subject to a
maximum CDSC of 5.00% of redemption proceeds, declining by 1.00% each year
after the date of purchase to zero. This CDSC may be waived for certain
redemptions. Class B shares are subject to an annual service fee of 0.25% and
an annual distribution fee of 0.75% of the average daily net assets of the
Class. The Class B shares' distribution fee may cause that Class to have
higher expenses and pay lower dividends than Class A shares.
 
  Class B Shares Conversion Feature. Class B shares will convert automatically
to Class A shares, based on relative net asset value, eight years after the
date of the original purchase. Upon conversion, these shares will no longer be
subject to an annual distribution fee. In addition, a certain portion of Class
B shares that have been acquired through the reinvestment of dividends and
distributions ("Class B Dividend Shares") will be converted at that time. See
"Purchase of Shares--Deferred Sales Charge Alternatives."
 
                                                                              3
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
 
  Class C Shares. Class C shares are sold at net asset value with no initial
sales charge. They are subject to an annual service fee of 0.25% and an annual
distribution fee of 0.75% of the average daily net assets of the Class C
shares, and investors pay a CDSC of 1.00% if they redeem Class C shares within
12 months of purchase. The CDSC may be waived for certain redemptions. The
Class C shares' distribution fee may cause that Class to have higher expenses
and pay lower dividends than Class A shares. Purchases of Portfolio shares,
which when combined with current holdings of Class C shares of the Portfolio
equal or exceed $500,000 in the aggregate, should be made in Class A shares at
net asset value with no sales charge, and will be subject to a CDSC of 1.00%
on redemptions made within 12 months of purchase.
 
  Class Y Shares. Class Y shares are available only to investors meeting an
initial investment minimum of $5,000,000. Class Y shares are sold at net asset
value with no initial sales charge or CDSC. They are not subject to any serv-
ice or distribution fees.
 
  In deciding which Class of Portfolio shares to purchase, investors should
consider the following factors, as well as any other relevant facts and cir-
cumstances:
 
  Intended Holding Period. The decision as to which Class of shares is more
beneficial to an investor depends on the amount and intended length of his or
her investment. Shareholders who are planning to establish a program of regu-
lar investment may wish to consider Class A shares; as the investment accumu-
lates shareholders may qualify for reduced sales charges and the shares are
subject to lower ongoing expenses over the term of the investment. As an
alternative, Class B and Class C shares are sold without any initial sales
charge so the entire purchase price is immediately invested in the Portfolio.
Any investment return on these additional invested amounts may partially or
wholly offset the higher annual expenses of these Classes. Because the Portfo-
lio's future return cannot be predicted, however, there can be no assurance
that this would be the case.
 
  Finally, investors should consider the effect of the CDSC period and any
conversion rights of the Classes in the context of their own investment time
frame. For example, while Class C shares have a shorter CDSC period than Class
B shares, they do not have a conversion feature, and therefore, are subject to
an ongoing distribution fee. Thus, Class B shares may be more attractive than
Class C shares to investors with longer term investment outlooks.
       
  Reduced or No Initial Sales Charge. The initial sales charge on Class A
shares may be waived for certain eligible purchasers, and the entire purchase
price will be immediately invested in the Portfolio. In addition, Class A
share purchases, which when combined with current holdings of Class A shares
offered with a sales charge equal or exceed $500,000 in the aggregate, will be
made at net asset value with no initial sales charge, but will be subject to a
CDSC of 1.00% on redemptions made
 
4
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
within 12 months of purchase. The $500,000 aggregate investment may be met by
adding the purchase to the net asset value of all Class A shares offered with a
sales charge held in funds sponsored by Smith Barney Inc. ("Smith Barney")
listed under "Exchange Privilege." Class A share purchases also may be eligible
for a reduced initial sales charge. See "Purchase of Shares." Because the ongo-
ing expenses of Class A shares may be lower than those for Class B and Class C
shares, purchasers eligible to purchase Class A shares at net asset value or at
a reduced sales charge should consider doing so.
   
  Smith Barney Financial Consultants may receive different compensation for
selling different Classes of shares. Investors should understand that the pur-
pose of the CDSC on the Class B and Class C shares is the same as that of the
initial sales charge on the Class A shares.     
 
  See "Purchase of Shares" and "Management of the Fund" for a complete descrip-
tion of the sales charges and service and distribution fees for each Class of
shares and "Valuation of Shares," "Dividends, Distributions and Taxes" and "Ex-
change Privilege" for other differences between the Classes of shares.
   
SMITH BARNEY 401(K) AND EXECCHOICE(TM) PROGRAMS Investors may be eligible, dur-
ing the continuous offering period, to participate in the Smith Barney 401(k)
Program, which is generally designed to assist plan sponsors in the creation
and operation of retirement plans under Section 401(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), as well as other types of participant
directed, tax-qualified employee benefit plans. Investors may also be eligible
to participate in the Smith Barney ExecChoice(TM) Program. Class A and Class C
shares are available without sales charge as investment alternatives under both
of these programs. See "Purchase of Shares -- Smith Barney 401(k) and
ExecChoice(TM) Programs."     
 
PURCHASE OF SHARES Shares may be purchased through a brokerage account main-
tained with Smith Barney. Shares may also be purchased through a broker that
clears securities transactions through Smith Barney on a fully disclosed basis
(an "Introducing Broker") or an investment dealer in the selling group. In
addition, certain investors, including qualified retirement plans and certain
other institutional investors, may purchase shares directly from the Fund
through the Fund's transfer agent, First Data Investor Services Group, Inc.
("First Data"). See "Purchase of Shares."
 
INVESTMENT MINIMUMS Investors in Class A, Class B and Class C shares may open
an account by making an initial investment of at least $1,000 for each account,
or $250 for an individual retirement account ("IRA") or a Self-Employed Retire-
ment Plan. Investors in Class Y shares may open an account for an initial
investment of $5,000,000. 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 investment
requirement for
 
                                                                               5
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
   
Class A, Class B and Class C shares and the subsequent investment requirement
for all Classes of shares is $25. The minimum investment requirements for pur-
chases of Portfolio shares through the Systematic Investment Plan are described
below. See "Purchase of Shares."     
   
SYSTEMATIC INVESTMENT PLAN The Portfolio offers shareholders a Systematic
Investment Plan under which they may authorize the automatic placement of a
purchase order each month or quarter for Portfolio shares. The minimum initial
investment requirement for Class A, Class B and Class C shares and the subse-
quent investment requirement for all Classes for shareholders purchasing shares
through the Systematic Investment Plan on a monthly basis is $25 and on a quar-
terly basis is $50. See "Purchase of Shares."     
 
REDEMPTION OF SHARES Shares may be redeemed on each day the New York Stock
Exchange, Inc. ("NYSE") is open for business. See "Purchase of Shares" and "Re-
demption of Shares."
 
MANAGEMENT OF THE PORTFOLIO Smith Barney Mutual Funds Management Inc. (the
"Manager") serves as the Portfolio's investment manager. The Manager is a
wholly owned subsidiary of Smith Barney Holdings Inc. ("Holdings"). Holdings is
a wholly owned subsidiary of Travelers Group Inc. ("Travelers"), a diversified
financial services holding company engaged, through its subsidiaries, princi-
pally in four business segments: Investment Services, Consumer Finance Servic-
es, Life Insurance Services and Property & Casualty Insurance Services. See
"Management of the Fund."
   
EXCHANGE PRIVILEGE Shares of a Class may be exchanged for shares of the same
Class of certain other funds of the Smith Barney Mutual Funds at the respective
net asset values next determined. See "Exchange Privilege."     
 
VALUATION OF SHARES Net asset value of the Portfolio for the prior day may be
quoted daily in the financial section of many newspapers and is also available
from a Smith Barney Financial Consultant. See "Valuation of Shares."
 
DIVIDENDS AND DISTRIBUTIONS Dividends from net investment income and distribu-
tions of net realized capital gains, if any, are declared and paid annually.
See "Dividends, Distributions and Taxes."
 
REINVESTMENT OF DIVIDENDS Dividends and distributions paid on shares of a Class
will be reinvested automatically, unless otherwise specified by an investor, in
additional shares of the same Class at current net asset value. Shares acquired
by dividend and distribution reinvestments will not be subject to any sales
charge or CDSC. Class B shares acquired through dividend and distribution rein-
vestments will become eligible for conversion to Class A shares on a pro rata
basis. See "Dividends, Distributions and Taxes."
 
6
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
 
RISK FACTORS AND SPECIAL CONSIDERATIONS There can be no assurance that the
Portfolio's investment objective will be achieved. The value of the Portfo-
lio's investments, and thus the net asset value of the Portfolio's shares,
will fluctuate in response to changes in market and economic conditions, as
well as the financial condition and prospects of issuers in which the Portfo-
lio invests. The Portfolio will invest in foreign securities. Investments in
foreign securities incur higher costs than investments in U.S. securities,
including higher costs in making securities transactions as well as foreign
government taxes which may reduce the investment return of the Portfolio. In
addition, foreign investments may include additional risks associated with
currency exchange rates, less complete financial information about individual
companies, less market liquidity and political instability. See "Investment
Objective and Management Policies." See the Appendix for a further discussion
of the risks associated with an investment in the Portfolio.
   
THE PORTFOLIO'S EXPENSES The following expense table lists the costs and
expenses an investor will incur either directly or indirectly as a shareholder
of the Portfolio, based on the maximum sales charge or maximum CDSC that may
be incurred at the time of purchase or redemption and the Portfolio's operat-
ing expenses for its most recent fiscal year:     
 
<TABLE>   
<CAPTION>
  EMERGING MARKETS PORTFOLIO                   CLASS A CLASS B CLASS C CLASS Y
------------------------------------------------------------------------------
  <S>                                          <C>     <C>     <C>     <C>
  SHAREHOLDER TRANSACTION EXPENSES
    Maximum sales charge imposed on purchases
      (as a percentage of offering price)       5.00%   None     None   None
    Maximum CDSC (as a percentage of original
      cost
      or redemption proceeds, whichever is
      lower)                                    None*   5.00%   1.00%   None
------------------------------------------------------------------------------
  ANNUAL PORTFOLIO OPERATING EXPENSES**
    (as a percentage of average net assets)
    Management fees (after fee waiver)          1.00%   1.00%    1.00%  1.00%
    12b-1 fees***                               0.25    1.00     1.00     --
    Other expenses                              1.00    1.06     1.02   1.00
------------------------------------------------------------------------------
  TOTAL PORTFOLIO OPERATING EXPENSES            2.25%   3.06%    3.02%  2.00%
------------------------------------------------------------------------------
</TABLE>    
  * Purchases of Class A shares, which when combined with current holdings of
    Class A shares offered with a sales charge equal or exceed $500,000 in the
    aggregate, will be made at net asset value with no sales charge, but will
    be subject to a CDSC of 1.00% on redemptions made within 12 months.
   
 ** For Class Y shares, "Other expenses" have been estimated because no Class
    Y shares were outstanding for the period ended October 31, 1996. In
    addition, during the period ended October 31, 1996, the Portfolio earned
    credits from the custodian which reduce service fees incurred. If the
    credits are taken into consideration, the ratios of expenses to average
    net assets for Class A, B and C would be 2.16%, 2.97%, and 2.92%,
    respectfully.     
*** Upon conversion of Class B shares to Class A Shares, such shares will no
    longer be subject to a distribution fee. Class C shares do not have a
    conversion feature and, therefore, are subject to an ongoing distribution
    fee. As a result, long-term shareholders of Class C shares may pay more
    than the economic equivalent of the maximum front-end sales charge
    permitted by the National Association of Securities Dealers, Inc.
 
                                                                              7
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
   
  Class A shares of the Portfolio purchased through the Smith Barney
AssetOne SM Program will be subject to an annual asset-based fee, payable quar-
terly, in lieu of the initial sales charge. The fee will vary to a maximum of
1.50%, depending on the amount of assets held through the Program. For more
information, please call your Smith Barney Financial Consultant.     
   
  The sales charge and CDSC set forth in the above table are the maximum
charges imposed on purchases or redemptions of Portfolio shares and investors
may actually pay lower or no charges, depending on the amount purchased and, in
the case of Class B, Class C and certain Class A shares, the length of time the
shares are held and whether the shares are held through the Smith Barney 401(k)
or ExecChoice(TM) Programs. See "Purchase of Shares" and "Redemption of
Shares." Smith Barney receives an annual 12b-1 service fee of 0.25% of the
value of average daily net assets of Class A shares. Smith Barney also receives
with respect to Class B and Class C shares an annual 12b-1 fee of 1.00% of the
value of average daily net assets of the respective Classes, consisting of a
0.75% distribution fee and a 0.25% service fee. "Other expenses" in the above
table include fees for shareholder services, custodial fees, legal and account-
ing fees, printing costs and registration fees.     
 
 EXAMPLE
  The following example is intended to assist an investor in understanding the
various costs that an investor in the Portfolio will bear directly or indirect-
ly. The example assumes payment by the Portfolio of operating expenses at the
levels set forth in the table above. See "Purchase of Shares," "Redemption of
Shares" and "Management of the Fund."
       
<TABLE>   
<CAPTION>
  EMERGING MARKETS PORTFOLIO                      1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------------------------------------
  <S>                                             <C>    <C>     <C>     <C>
  An investor would pay the following expenses
  on a $1,000 investment, assuming (1) 5.00%
  annual return and (2) redemption at the end of
  each time period:
    Class A.....................................   $72    $117    $164     $296
    Class B.....................................    81     125     171      318
    Class C.....................................    40      93     159      334
    Class Y.....................................    20      63     108      233
  An investor would pay the following expenses
  on the same investment, assuming the same
  annual return and no redemption:
    Class A.....................................   $72    $117    $164     $296
    Class B.....................................    31      95     161      318
    Class C.....................................    30      93     159      334
    Class Y.....................................    20      63     108      233
---------------------------------------------------------------------------------
</TABLE>    
 
  The example also provides a means for the investor to compare expense levels
of funds with different fee structures over varying investment periods. To
facilitate
 
8
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
such comparison, all funds are required to utilize a 5.00% annual return
assumption. However, the Portfolio's actual return will vary and may be greater
or less than 5.00%. THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.
 
                                                                               9
<PAGE>
 
FINANCIAL HIGHLIGHTS
   
  The following information has been audited by KPMG Peat Marwick LLP, indepen-
dent auditors, whose report thereon appears in the Fund's annual report dated
October 31, 1996. The information set out below should be read in conjunction
with the financial statements and related notes that also appear in the Fund's
Annual Report to Shareholders, which is incorporated by reference into the
Statement of Additional Information.   No information is presented for Class Y
shares because there were no Class Y shares outstanding during the years
presented.    
 
FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING THROUGHOUT 
EACH    YEAR    :
       
<TABLE>   
<CAPTION>
EMERGING MARKETS PORTFOLIO
CLASS A SHARES                            1996    1995(1)
------------------------------------------------------------
<S>                                      <C>      <C>
NET ASSET VALUE, BEGINNING OF YEAR        $11.06  $12.00
------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS:
 Net investment loss(2)                    (0.02)  (0.05)#
 Net realized and unrealized gain (loss)    1.04   (0.89)
------------------------------------------------------------
Total Income (Loss) From Operations         1.02   (0.94)
------------------------------------------------------------
LESS DISTRIBUTIONS FROM:
 Net investment income                        --      --
------------------------------------------------------------
Total Distributions                           --      --
------------------------------------------------------------
NET ASSET VALUE, END OF YEAR              $12.08  $11.06
------------------------------------------------------------
TOTAL RETURN(P)                             9.22%  (7.83)%++
------------------------------------------------------------
NET ASSETS, END OF YEAR (000S)           $10,691  $7,069
------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
 Expenses(2)                                2.25%   1.45%+
 Net investment loss                       (0.19)  (0.63)+
------------------------------------------------------------
PORTFOLIO TURNOVER RATE                       78%     17%
------------------------------------------------------------
AVERAGE COMMISSIONS PER SHARE
 PAID ON EQUITY TRANSACTIONS(3)            $0.00*  $0.00*
------------------------------------------------------------
</TABLE>    
   
(1) For the period from May 12, 1995 (inception date) to October 31, 1995.     
   
(2) The Manager waived all or part of its fees for the period ended October 31,
    1995. If such fees were not waived, the per share effect on net investment
    loss and the expense ratios would have been as follows:     
 
<TABLE>   
<CAPTION>
           PER SHARE INCREASES TO   EXPENSE RATIOS
            NET INVESTMENT LOSS   WITHOUT FEE WAIVERS
                                   ------------------
                    1995                 1995
                   ------               ------
  <S>      <C>                    <C>
  Class A          $0.05                 2.12%+
</TABLE>    
    
 In addition, during the year ended October 31, 1996 and the period ended
 October 31, 1995, the Portfolio has earned credits from the custodian which
 reduced service fees incurred. If the credits are taken into consideration,
 the ratios of expenses to average net assets for Class A would be 2.16% and
 1.20%+, respectively.     
   
(3) As of September 1995, the SEC instituted new guidelines, requiring the
    disclosure of average commissions per share.     
   
 # Includes realized gains and losses on foreign currency transactions.     
   
 * Amount represented less than $0.01 per share.     
   
 ++Total return is not annualized, as it may not be representative of the total
   return for the year.     
   
 + Annualized.     
   
(P)Total returns do not reflect any applicable sales loads or contingent
   deferred sales charges.     
 
10
<PAGE>
 
   
FINANCIAL HIGHLIGHTS (CONTINUED)     
   
FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR:
    
       
<TABLE>   
<CAPTION>
EMERGING MARKETS PORTFOLIO
CLASS B SHARES                            1996    1995(1)
------------------------------------------------------------
<S>                                      <C>      <C>
NET ASSET VALUE, BEGINNING OF YEAR        $11.02  $12.00
------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS:
 Net investment loss(2)                    (0.10)  (0.09)#
 Net realized and unrealized gain (loss)    1.03   (0.89)
------------------------------------------------------------
Total Income (Loss) From Operations         0.93   (0.98)
------------------------------------------------------------
LESS DISTRIBUTIONS FROM:
 Net investment income                        --      --
------------------------------------------------------------
Total Distributions                           --      --
------------------------------------------------------------
NET ASSET VALUE, END OF YEAR              $11.95  $11.02
------------------------------------------------------------
TOTAL RETURN(P)                             8.44%  (8.17)%++
------------------------------------------------------------
NET ASSETS, END OF YEAR (000S)           $13,062  $7,630
------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
 Expenses(2)                                3.06%   2.00%+
 Net investment loss                       (0.94)  (1.17)+
------------------------------------------------------------
PORTFOLIO TURNOVER RATE                       78%     17%
------------------------------------------------------------
AVERAGE COMMISSIONS PER SHARE
 PAID ON EQUITY TRANSACTIONS(3)            $0.00*  $0.00*
------------------------------------------------------------
</TABLE>    
   
(1) For the period from May 12, 1995 (inception date) to October 31, 1995.     
   
(2) The Manager waived all or part of its fees for the period ended October 31,
    1995. If such fees were not waived, the per share effect on net investment
    loss and the expense ratios would have been as follows:     
 
<TABLE>   
<CAPTION>
           PER SHARE INCREASES TO   EXPENSE RATIOS
            NET INVESTMENT LOSS   WITHOUT FEE WAIVERS
                                   ------------------
                    1995                 1995
                   ------               ------
  <S>      <C>                    <C>
  Class B          $0.05                 2.68%+
</TABLE>    
    
 In addition, during the year ended October 31, 1996 and the period ended
 October 31, 1995, the Portfolio has earned credits from the custodian which
 reduced service fees incurred. If the credits are taken into consideration,
 the ratios of expenses to average net assets for Class B would be 2.97% and
 1.74%+, respectively.     
   
(3) As of September 1995, the SEC instituted new guidelines, requiring the
    disclosure of average commissions per share.     
   
 # Includes realized gains and losses on foreign currency transactions.     
   
 * Amount represented less than $0.01 per share.     
   
 ++Total return is not annualized, as it may not be representative of the total
   return for the year.     
   
 + Annualized.     
   
(P)Total Returns do not reflect any applicable sales loads or contingent
   deferred sales charges.     
 
                                                                              11
<PAGE>
 
   
FINANCIAL HIGHLIGHTS (CONTINUED)     
   
FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR:
    
       
<TABLE>   
<CAPTION>
EMERGING MARKETS PORTFOLIO
CLASS C SHARES                            1996   1995(1)
-----------------------------------------------------------
<S>                                      <C>     <C>
NET ASSET VALUE, BEGINNING OF YEAR     $11.02  $12.00
-----------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS:
 Net investment loss(2)                   (0.10)  (0.08)#
 Net realized and unrealized gain (loss)   1.03   (0.90)
-----------------------------------------------------------
Total Income (Loss) From Operations        0.93   (0.98)
-----------------------------------------------------------
LESS DISTRIBUTIONS FROM:
 Net investment income                       --      --
-----------------------------------------------------------
Total Distributions                          --      --
-----------------------------------------------------------
NET ASSET VALUE, END OF YEAR           $11.95  $11.02
-----------------------------------------------------------
TOTAL RETURN(P)                            8.44%  (8.17)%++
-----------------------------------------------------------
NET ASSETS, END OF YEAR (000S)         $2,448  $1,604
-----------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
 Expenses(2)                               3.02%   1.95 %+
 Net investment loss                      (0.92)  (1.08)+
-----------------------------------------------------------
PORTFOLIO TURNOVER RATE                      78%     17 %
-----------------------------------------------------------
AVERAGE COMMISSIONS PER SHARE
 PAID ON EQUITY TRANSACTIONS(3)           $0.00*  $0.00*
-----------------------------------------------------------
</TABLE>    
   
(1) For the period from May 12, 1995 (inception date) to October 31, 1995.     
   
(2) The Manager waived all or part of its fees for the period ended October 31,
    1995. If such fees were not waived, the per share effect on net investment
    loss and the expense ratios would have been as follows:     
 
<TABLE>   
<CAPTION>
           PER SHARE INCREASES TO   EXPENSE RATIOS
            NET INVESTMENT LOSS   WITHOUT FEE WAIVERS
                                   ------------------
                    1995                 1995
                   ------               ------
  <S>      <C>                    <C>
  Class C          $0.05                 2.61%+
</TABLE>    
    
 In addition, during the year ended October 31, 1996 and the period ended
 October 31, 1995, the Portfolio has earned credits from the custodian which
 reduced service fees incurred. If the credits are taken into consideration,
 the ratios of expenses to average net assets for Class C would be 2.92% and
 1.70% (annualized), respectively.     
   
(3) As of September 1995, the SEC instituted new guidelines, requiring the
    disclosure of average commissions per share.     
   
 # Includes realized gains and losses on foreign currency transactions.     
   
 * Amount represented less than $0.01 per share.     
   
 ++Total return is not annualized, as it may not be representative of the total
   return for the year.     
   
 + Annualized.     
   
(P)Total returns do not reflect any applicable sales loads or contingent
   deferred sales charges.     
 
12
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
  The investment objective of the Portfolio is to provide long term capital
appreciation on its assets through a portfolio invested primarily in securi-
ties of emerging country issuers. The Portfolio's investment objective may be
changed only with the approval of a majority of the Portfolio's outstanding
shares. There can be no assurance that the investment objective of the Portfo-
lio will be achieved.
   
  The Portfolio will seek to achieve its objective by investing substantially
all its assets in equity securities of issuers in emerging market countries
(consisting of dividend and non-dividend paying common stocks, preferred
stocks, convertible securities and rights and warrants to such securities).
The Portfolio may also invest in debt securities having a high potential for
capital appreciation, especially in countries where direct equity investment
is not permitted. Under normal conditions, at least 70% of the Portfolio's
assets will be invested in equity securities.     
   
  For purposes of its investment objective, the Portfolio considers as "emerg-
ing" all countries other than Australia, Austria, Belgium, Canada, Denmark,
Finland, France, Germany, Holland, Ireland, Italy, Japan, Luxembourg, Norway,
Sweden, Switzerland, Spain, the United Kingdom and the United States. The
Portfolio is organized as a non-diversified series, but will generally invest
its assets broadly among countries and will normally have at least 65% of its
assets invested in issuers in not less than three different countries. Alloca-
tion of the Portfolio's investments will depend upon the relative attractive-
ness of the emerging markets and particular issuers. Concentration of the
Portfolio's assets in one or a few countries or currencies will subject the
Portfolio to greater risks than if the Portfolio's assets were not geographi-
cally concentrated.     
 
  In selecting securities for investment by the Portfolio, the Manager
assesses the general attractiveness of specific countries based on an analysis
of internal conditions, including political stability, market practices, eco-
nomic growth prospects, general market valuations and potential changes in
currency relationships. The Manager then performs an analysis, using many of
these same factors, of each issuer being considered for investment.
 
  The Portfolio also may invest in debt securities of issuers in countries
having smaller capital markets. Capital appreciation in debt securities may
arise as a result of a favorable change in relative foreign exchange rates, in
relative interest rate levels, or in the creditworthiness of issuers. In
accordance with its investment objective, the Portfolio will not seek to bene-
fit from anticipated short-term fluctuations in currency exchange rates. The
Portfolio may, from time to time, invest in debt securities with relatively
high yields (as compared to other debt securities meeting the Portfolio's
investment criteria), notwithstanding that the Portfolio may not anticipate
that such securities will experience substantial capital appreciation. Such
income can be used, however, to offset the operating expenses of the Portfo-
lio.
 
  The Portfolio may invest in debt securities issued or guaranteed by foreign
governments (including foreign states, provinces and municipalities) or their
agencies
 
                                                                             13
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
and instrumentalities ("governmental entities"), issued or guaranteed by
international organizations designated or supported by multiple foreign gov-
ernmental entities (which are not obligations of foreign governments) to pro-
mote economic reconstruction or development ("supranational entities"), or
issued by foreign corporations or financial institutions.
 
  Supranational entities include international organizations designated or
supported by governmental entities to promote economic reconstruction or
development and international banking institutions and related government
agencies. Examples include the International Bank for Reconstruction and
Development (the "World Bank"), the European Steel and Coal Community, the
Asian Development Bank and the Inter-American Development Bank. The governmen-
tal members, or "stockholders," usually make initial capital contributions to
the supranational entity and in many cases are committed to make additional
capital contributions if the supranational entity is unable to repay its
borrowings.
 
  The Portfolio reserves the right, as a temporary defensive measure or to
provide for redemptions or in anticipation of investment in countries having
smaller capital markets, to hold cash or cash equivalents (in U.S. dollars or
foreign currencies) and short-term securities, including money market securi-
ties ("Temporary Investments"). The Portfolio may invest in the securities of
foreign issuers in the form of American Depositary Receipts (ADRs), European
Depositary Receipts (EDRs), Global Depositary Receipts (GDRs) or other securi-
ties convertible into securities of foreign issuers. The Portfolio may invest
in unsponsored ADRs. The issuers of unsponsored ADRs are not obligated to dis-
close material information in the United States, and therefore, there may not
be a correlation between such information and the market value of such ADRs.
The Portfolio may invest in U.S. over-the-counter securities of issuers whose
business interests are in emerging countries.
 
  Refer to the Appendix or the Statement of Additional Information for further
information on the Portfolio's investments, including options and futures con-
tracts, swap agreements, structured notes and indexed securities (sometimes
referred to as "derivatives"); loans and other direct debt instruments, float-
ing and variable rate income securities, zero coupon, discount and payment-in-
kind securities, premium securities, Yankee bonds, borrowings, repurchase
agreements, reverse repurchase agreements and securities loans, foreign repur-
chase agreements, illiquid investments, restricted securities, and delayed-
delivery transactions.
 
 RISK FACTORS
   
  General. Investors should realize that risk of loss is inherent in the own-
ership of any securities and that the Portfolio's net asset value will fluctu-
ate, reflecting fluctuations in the market value of its portfolio positions.
The Portfolio normally will invest in a substantial number of issuers; howev-
er, the Portfolio has registered under the Investment Company Act of 1940 (the
"1940 Act") as a "non-diversi     -
 
14
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
   
fied" fund so that it will be able to invest more than 5% of its assets in the
securities of an issuer. Since, as a "non-diversified" fund, the Portfolio is
permitted to invest a greater proportion of its assets in the securities of a
smaller number of issuers, the Portfolio may be subject to greater credit and
liquidity risks with respect to its individual portfolio than a fund that is
more broadly diversified. In addition, concentration of the Portfolio's assets
in one or a few countries or currencies will subject the Portfolio to greater
risks than if the Portfolio's assets were not geographically concentrated.
    
  Securities of Non-U.S. Issuers. Investments in securities of non-U.S.
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 restric-
tions. Since the Portfolio 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 Portfolio 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, repatriation, confiscatory tax-
ation, 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 com-
parable to or as uniform as those of U.S. companies. Non-U.S. securities mar-
kets, 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 prices more volatile than securities of comparable U.S. com-
panies. Transaction costs on non-U.S. 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. The Portfolio
might have greater difficulty taking appropriate legal action in non-U.S.
courts.
 
  Dividend and interest income from non-U.S. securities will generally be sub-
ject to withholding taxes by the country in which the issuer is located and
may not be recoverable by the Portfolio or the investors.
 
  Securities of Emerging Market Countries. An emerging market country gener-
ally is considered to be a country that is in the initial stages of its indus-
trialization cycle. Investing in the equity and fixed-income markets of emerg-
ing market countries involves exposure to economic structures that are gener-
ally 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
 
                                                                             15
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
developing countries have been more volatile than the markets of the more
mature economies of developed countries; however, such markets often have pro-
vided higher rates of return to investors.
 
  Up to 10% of the Portfolio's assets may be invested in debt securities of
emerging markets, which may be unrated or rated below investment grade. Secu-
rities 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.
 
  One or more of the risks discussed above could affect adversely the economy
of a developing market or the Portfolio's investments in such market. In East-
ern Europe, for example, upon the accession to power of Communist regimes in
the past, the governments of a number of Eastern European countries expropri-
ated a large amount of property. The claims of many property owners against
those governments were never finally settled. There can be no assurance that
any investments that the Portfolio 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 Portfolio 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.
 
  Restrictions On Foreign Investment. Some countries prohibit or impose sub-
stantial restrictions on investments in their capital markets, particularly
their equity markets, by foreign entities such as the Portfolio. As illustra-
tions, certain countries require governmental approval prior to investments by
foreign persons, or limit the amount of investment by foreign persons in a
particular company, or limit the investment by foreign persons to only a spe-
cific class of securities of a company which may have less advantageous terms
than securities of the company available for purchase by nationals or limit
the repatriation of funds for a period of time.
 
  A number of countries, such as South Korea, Taiwan and Thailand, have autho-
rized the formation of closed-end investment companies to facilitate indirect
foreign investment in their capital markets. In accordance with the 1940 Act,
the Portfolio may invest up to 10% of its total assets in securities of
closed-end investment companies. This restriction on investments in securities
of closed-end investment companies may limit opportunities for the Portfolio
to invest indirectly in certain smaller capital markets. Shares of certain
closed-end investment companies may at times be acquired only at market prices
representing premiums to their net asset values. If the Portfolio acquires
shares in closed-end investment companies, shareholders would bear both their
proportionate share of expenses in the Portfolio
 
16
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
(including management and advisory fees) and, indirectly, the expenses of such
closed-end investment companies.
 
  In some countries, banks or other financial institutions may constitute a
substantial number of the leading companies or the companies with the most
actively traded securities. Also, the 1940 Act restricts the Portfolio's
investments in any equity security of an issuer which, in its most recent fis-
cal year, derived more than 15% of its revenues from "securities related activ-
ities," as defined by the rules thereunder. These provisions may also restrict
the Portfolio's investments in certain foreign banks and other financial insti-
tutions.
 
  Smaller capital markets, while often growing in trading volume, have substan-
tially less volume than U.S. markets, and securities in many smaller capital
markets are less liquid and their prices may be more volatile than securities
of comparable U.S. companies. Brokerage commissions, custodial services, and
other costs relating to investment in smaller capital markets are generally
more expensive than in the United States. Such markets have different clearance
and settlement procedures, and in certain markets there have been times when
settlements have been unable to keep pace with the volume of securities trans-
actions, making it difficult to conduct such transactions. Further, satisfac-
tory custodial services for investment securities may not be available in some
countries having smaller capital markets, which may result in the Portfolio
incurring additional costs and delays in transporting and custodying such secu-
rities outside such countries. Delays in settlement could result in temporary
periods when assets of the Portfolio are uninvested and no return is earned
thereon. The inability of the Portfolio to make intended security purchases due
to settlement problems could cause the Portfolio to miss attractive investment
opportunities. Inability to dispose of a portfolio security due to settlement
problems could result either in losses to the Portfolio due to subsequent
declines in value of the portfolio security or, if the Portfolio has entered
into a contract to sell the security, could result in possible liability to the
purchaser. There is generally less government supervision and regulation of
exchanges, brokers and issuers in countries having smaller capital markets than
there is in the United States.
 
  Hedging Strategies. The Portfolio may engage in various portfolio strategies
to seek to hedge its portfolio against movements in the equity markets, inter-
est rates and exchange rates between currencies by the use of options, futures
and options on futures. Utilization of options and futures transactions
involves the risk of imperfect correlation in movements in the price of options
and futures and movements in the price of the securities, interest rates or
currencies which are the subject of the hedge. Options and futures transactions
in foreign markets are also subject to the risk factors associated with foreign
investments generally, as discussed above. There can be no assurance that a
liquid secondary market for options and futures contracts will exist at any
specific time.
 
                                                                              17
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
 
  See the Appendix for a further discussion of the risks associated with an
investment in the Portfolio.
 
 PORTFOLIO TRANSACTIONS AND TURNOVER
  All orders for transaction in securities and options on behalf of the Port-
folio are placed by the Manager with broker/dealers that the Manager selects,
including Smith Barney and other affiliated brokers. Brokerage will be allo-
cated to Smith Barney, to the extent and in the manner permitted by applicable
law, provided that, in the judgment of the Board of Directors of the Fund, the
commission, fee or other remuneration received or to be received by Smith Bar-
ney (or any broker/dealer affiliate of Smith Barney that is also a member of a
securities exchange) is reasonable and fair compared to the commission, fee or
other remuneration received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a securi-
ties exchange during the same or comparable period of time. In all trades
directed to Smith Barney, the Fund has been assured that its orders will be
accorded priority over those received from Smith Barney for its own account or
for any of its directors, officers or employees. The Fund will not deal with
Smith Barney in any transaction in which Smith Barney acts as principal.
   
  Under certain market conditions, the Portfolio may experience high portfolio
turnover as a result of its investment strategies. For example, the exercise
of a substantial number of options written by the Portfolio and the purchase
or sale of securities by the Portfolio in anticipation of a rise or decline in
interest rates could result in high portfolio turnover. Short-term gains real-
ized from portfolio transactions are taxable to shareholders as ordinary
income. In addition, higher portfolio turnover rates can result in correspond-
ing increases in brokerage commissions for the Portfolio. The annual portfolio
turnover rate for the Portfolio may vary significantly from year to year, but
it is generally not expected to exceed 85%. The Portfolio will not consider
portfolio turnover rate a limiting factor in making investment decisions con-
sistent with its respective objectives and policies. Higher portfolio turnover
rates can result in corresponding increases in brokerage commissions for the
Portfolio. See "Financial Highlights" for the Portfolio's annual turnover
rate during each year since inception.     
 
VALUATION OF SHARES
 
 
  The Portfolio's net asset value per share is determined as of the close of
regular trading on the NYSE, on each day that the NYSE is open, by dividing
the value of the Portfolio's net assets attributable to each Class by the
total number of shares of the Class outstanding.
 
  Securities owned by the Portfolio for which market quotations are readily
available are valued at current market value or, in their absence, at fair
value. Securities
 
18
<PAGE>
 
VALUATION OF SHARES (CONTINUED)
traded on an exchange are valued at last sales prices on the principal exchange
on which each such security is traded, or if there were no sales on that
exchange on the valuation date, the last quoted sale, up to the time of valua-
tion, on the other exchanges. If instead there were no sales on the valuation
date with respect to these securities, such securities are valued at the mean
of the latest published closing bid and asked prices. Over-the-counter securi-
ties are valued at last sales price or, if there were no sales that day, at the
mean between the bid and asked prices. Options, futures contracts and options
thereon that are traded on exchanges are also valued at last sales prices as of
the close of the principal exchange on which each is listed or if there were no
such sales on the valuation date, the last quoted sale, up to the time of valu-
ation, on the other exchanges. In the absence of any sales on the valuation
date, valuation shall be the mean of the latest closing bid and asked prices.
Securities with a remaining maturity of 60 days or less are valued at amortized
cost where the Board of Directors has determined that amortized cost is fair
value. Premiums received on the sale of call options will be included in the
Portfolio's net assets, and current market value of such options sold by the
Portfolio will be subtracted from the Portfolio's net assets. Any other invest-
ments of the Portfolio, including restricted securities and listed securities
for which there is a thin market or that trade infrequently (i.e., securities
for which prices are not readily available), are valued at a fair value deter-
mined by the Board of Directors in good faith. This value generally is deter-
mined as the amount that the Portfolio could reasonably expect to receive from
an orderly disposition of these assets over a reasonable period of time but in
no event more than seven days. The value of any security or commodity denomi-
nated in a currency other than U.S. dollars will be converted into U.S. dollars
at the prevailing market rate as determined by the investment adviser.
 
  Foreign securities trading may not take place on all days on which the NYSE
is open. Further, trading takes place in various foreign markets on days on
which the NYSE is not open. Accordingly, the determination of the net asset
value of the Portfolio may not take place contemporaneously with the determina-
tion of the prices of investments held by such Portfolio. Events affecting the
values of investments that occur between the time their prices are determined
and 4:00 P.M. on each day that the NYSE is open will not be reflected in the
Portfolio's net asset value unless the investment adviser, under the supervi-
sion of the Fund's Board of Directors, determines that the particular event
would materially affect net asset value. As a result, the Portfolio's net asset
value may be significantly affected by such trading on days when a shareholder
has no access to the Portfolio.
 
                                                                              19
<PAGE>
 
DIVIDENDS, DISTRIBUTIONS AND TAXES
 
 DIVIDENDS AND DISTRIBUTIONS
  The Fund declares and pays income dividends at least annually on shares of
the Portfolio and makes annual distributions of capital gains, if any, on such
shares.
 
  If a shareholder does not otherwise instruct, dividends and capital gain dis-
tributions will be reinvested automatically in additional shares of the same
Class at net asset value, subject to no sales charge or CDSC.
 
  Income dividends and capital gain distributions that are invested are cred-
ited to shareholders' accounts in additional shares at the net asset value as
of the close of business on the payment date. A shareholder may change the
option at any time by notifying his or her Smith Barney Financial Consultant.
Accounts held directly by First Data should notify First Data in writing at
least five business days prior to the payment date to permit the change to be
entered in the shareholder's account.
 
  The per share dividends on Class B and Class C shares of the Portfolio may be
lower than the per share dividends on Class A and Class Y shares principally as
a result of the distribution fee applicable with respect to Class B and Class C
shares. The per share dividends on Class A shares of the Portfolio may be lower
than the per share dividends on Class Y shares principally as a result of the
service fee applicable to Class A shares. Distributions of capital gains, if
any, will be in the same amount for Class A, Class B, Class C and Class Y
shares.
 
 TAXES
  The Portfolio intends to qualify as a regulated investment company under
Subchapter M of the Code to be relieved of Federal income tax on that part of
its net investment income and realized capital gains which it pays out to its
shareholders. To qualify, the Portfolio must meet certain tests, including dis-
tributing at least 90% of its investment company taxable income, and deriving
less than 30% of its gross income from the sale or other disposition of certain
investments held for less than three months.
 
  Dividends from net investment income and distributions of realized short-term
capital gains on the sale of securities, whether paid in cash or automatically
invested in additional shares of the Portfolio, are taxable to shareholders as
ordinary income. The Portfolio's dividends will not qualify for the dividends
received deduction for corporations. Dividends and distributions declared by
the Portfolio may also be subject to state and local taxes. Distributions out
of net long-term capital gains (i.e., net long-term capital gains in excess of
net short-term capital losses) are taxable to shareholders as long-term capital
gains. Information as to the tax status of dividends paid or deemed paid in
each calendar year will be mailed to shareholders as early in the succeeding
year as practical but not later than January 31.
 
20
<PAGE>
 
DIVIDENDS, DISTRIBUTIONS AND TAXES (CONTINUED)
 
  Income received by the Portfolio from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries. Tax conven-
tions between certain countries and the United States may reduce or eliminate
such taxes. It is impossible to determine the rate of foreign tax in advance
since the amount of the Portfolio's assets to be invested in various countries
is not known. Such foreign taxes would reduce the income of the Portfolio dis-
tributed to shareholders.
 
  If, at the end of the Portfolio's taxable year, more than 50% of the value of
the Portfolio's total assets consist of stock or securities of foreign corpora-
tions, the Portfolio may make an election pursuant to which foreign income
taxes paid by it will be treated as paid directly by its shareholders. The
Portfolio will make this election only if it deems the election to be in the
best interests of shareholders, and will notify shareholders in writing each
year if it makes the election and the amount of foreign taxes to be treated as
paid by the shareholders. If the Portfolio makes such an election, the amount
of such foreign taxes would be included in the income of shareholders, and a
shareholder other than a foreign corporation or non-resident alien individual
could claim either a credit or, provided the shareholder itemizes deductions, a
deduction for U.S. federal income tax purposes for such foreign taxes. Share-
holders who choose to utilize a credit (rather than a deduction) for foreign
taxes will be subject to the limitation that the credit may not exceed the
shareholders' U.S. tax (determined without regard to the availability of the
credit) attributable to their total foreign source taxable income. For this
purpose, the portion of dividends and distributions paid by the Portfolio from
its foreign source income will be treated as foreign source income. The Portfo-
lio's gains and losses from the sale of securities and from certain foreign
currency gains and losses will generally be treated as derived from U.S. sourc-
es. The limitation on the foreign tax credit is applied separately to foreign
source "passive income," such as the portion of dividends received from the
Portfolio that qualifies as foreign source income. In addition, the foreign tax
credit is allowed to offset only 90% of the alternative minimum tax imposed on
corporations and individuals. Because of these limitations, shareholders may be
unable to claim a credit for the full amount of their proportionate share of
the foreign income taxes paid by the Portfolio.
 
  In determining gain or loss, a shareholder who redeems or exchanges shares in
the Portfolio within 90 days of the acquisition of such shares will not be
entitled to include in tax basis the sales charges incurred in acquiring such
shares to the extent of any subsequent reduction in sales charges for investing
in the Portfolio or a different Portfolio of the Fund, such as pursuant to the
rights discussed in "Exchange Privilege."
 
  The Fund is required to withhold and remit to the U.S. Treasury 31% of divi-
dends, distributions and redemption proceeds to shareholders who fail to pro-
vide a correct taxpayer identification number (the Social Security number in
the case of an individual) or to make the required certifications, or who have
been notified by the
 
                                                                              21
<PAGE>
 
DIVIDENDS, DISTRIBUTIONS AND TAXES (CONTINUED)
Internal Revenue Service that they are subject to backup withholding and who
are not otherwise exempt. The 31% withholding tax is not an additional tax,
but is creditable against a shareholder's federal income tax liability.
 
  Prior to investing in shares of the Portfolio, investors should consult with
their tax advisors concerning the federal, state and local tax consequences of
such an investment.
 
PURCHASE OF SHARES
 
 
 GENERAL
  The Portfolio offers four Classes of shares. Class A shares are sold to
investors with an initial sales charge and Class B and Class C shares are sold
without an initial sales charge but are subject to a CDSC payable upon certain
redemptions. Class Y shares are sold without an initial sales charge or CDSC
and are available only to investors investing a minimum of $5,000,000 (except
for purchases of Class Y shares by Smith Barney Concert 
   Allocation     Series Inc., for which
there is no minimum purchase amount). See "Prospectus Summary--Alternative
Purchase Arrangements" for a discussion of factors to consider in selecting
which Class of shares to purchase.
 
  Purchases of Portfolio shares must be made through a brokerage account main-
tained with Smith Barney, an Introducing Broker or an investment dealer in the
selling group. In addition, certain investors, including qualified retirement
plans and certain other institutional investors, may purchase shares directly
from the Fund through First Data. When purchasing shares of the Portfolio,
investors must specify whether the purchase is for Class A, Class B, Class C
or Class Y shares. No maintenance fee will be charged by the Fund in connec-
tion with a brokerage account through which an investor purchases or holds
shares.
   
  Investors in Class A, Class B and Class C shares may open an account by mak-
ing an initial investment of at least $1,000 for each account, or $250 for an
IRA or a Self-Employed Retirement Plan in the Portfolio. Investors in Class Y
shares may open an account by making an initial investment of $5,000,000. Sub-
sequent investments of at least $50 may be made for all Classes. For partici-
pants in retirement plans qualified under Section 403(b)(7) or Section 401(a)
of the Code, the minimum initial investment requirement for Class A, Class B
and Class C shares and the subsequent investment requirement for all Classes
in the Portfolio is $25. For shareholders purchasing shares of the Portfolio
through the Systematic Investment Plan on a monthly basis, the minimum initial
investment requirement for Class A, Class B and Class C shares and the subse-
quent investment requirement for all Classes is $25. For shareholders purchas-
ing shares of the Portfolio through the Systematic Investment Plan on a quar-
terly basis, the minimum initial investment     
 
22
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
   
requirement for Class A, Class B and Class C shares and the subsequent invest-
ment requirement for all Classes is $50. There are no minimum investment
requirements in Class A shares for employees of Travelers and its subsidiaries,
including 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 its shares and to suspend the
offering of shares from time to time. Shares purchased will be held in the
shareholder's account by the Fund's transfer agent, First Data. Share certifi-
cates are issued only upon a shareholder's written request to First Data.     
 
  Purchase orders received by the Fund or Smith Barney prior to the close of
regular trading on the NYSE, on any day the Portfolio 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 Portfolio calculates its
net asset value, are priced according to the net asset value determined on that
day, provided the order is received by the Fund or Smith Barney prior to Smith
Barney's close of business. For shares purchased through Smith Barney or Intro-
ducing Brokers purchasing through Smith Barney, payment for Portfolio shares is
due on the third business day (the "settlement date") after the trade date. In
all other cases, payment must be made with the purchase order.
 
 SYSTEMATIC INVESTMENT PLAN
   
  During the continuous offering period, 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,
Smith Barney or First Data 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 share-
holder to provide systematic additions to the shareholder's Portfolio account.
A shareholder who has insufficient funds to complete the transfer will be
charged a fee of up to $25 by Smith Barney or First Data. The Systematic
Investment Plan also authorizes Smith Barney to apply cash held in the share-
holder's 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 Smith Barney Financial Consultant.
    
                                                                              23
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
 
 INITIAL SALES CHARGE ALTERNATIVE--CLASS A SHARES
  The sales charges applicable to purchases of Class A shares of the Portfolio
are as follows:
 
<TABLE>
<CAPTION>
                                  SALES CHARGE
                         ------------------------------
                                                             DEALERS'
                              % OF           % OF       REALLOWANCE AS % OF
  AMOUNT OF INVESTMENT   OFFERING PRICE AMOUNT INVESTED   OFFERING PRICE
---------------------------------------------------------------------------
  <S>                    <C>            <C>             <C>
  Less than $25,000           5.00%          5.26%             4.50%
  $ 25,000 - 49,999           4.00           4.17              3.60
    50,000 - 99,999           3.50           3.63              3.15
   100,000 - 249,999          3.00           3.09              2.70
   250,000 - 499,999          2.00           2.04              1.80
   500,000 and over            *               *                 *
---------------------------------------------------------------------------
</TABLE>
* Purchases of Class A shares, which when combined with current holdings of
  Class A shares offered with a sales charge equal or exceed $500,000 in the
  aggregate, will be made at net asset value without any initial sales charge,
  but will be subject to a CDSC of 1.00% on redemptions made within 12 months
  of purchase. The CDSC on Class A shares is payable to Smith Barney, which
  compensates Smith Barney Financial Consultants and other dealers whose
  clients make purchases of $500,000 or more. The CDSC is waived in the same
  circumstances in which the CDSC applicable to Class B and Class C shares is
  waived. See "Deferred Sales Charge Alternatives" and "Waivers of CDSC."
 
  Members of the selling group may receive up to 90% of the sales charge and
may be deemed to be underwriters of the Fund as defined in the Securities Act
of 1933, as amended.
 
  The reduced sales charges shown above apply to the aggregate of purchases of
Class A shares of the Portfolio made at one time by "any person," which
includes an individual, his or her spouse and children, or a trustee or other
fiduciary of a single trust estate or single fiduciary account. The reduced
sales charge minimums may also be met by aggregating the purchase with the net
asset value of all Class A shares offered with a sales charge held in funds
sponsored by Smith Barney listed under "Exchange Privilege."
 
 INITIAL SALES CHARGE WAIVERS
   
  Purchase 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 Travelers and its subsidiaries and any of 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 per-
sons 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 com-
pany with the Portfolio by     
 
24
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
   
merger, acquisition of assets or otherwise; (c) purchases of Class A shares by
any client of a newly employed Smith Barney Financial Consultant (for a period
up to 90 days from the commencement of the Financial Consultant's employment
with 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 Financial Consultant's prior employer, (ii) was sold to the
client by the Financial Consultant and (iii) was subject to a sales charge;
(d) shareholders who have redeemed Class A shares in the Portfolio (or Class A
shares of another fund of the Smith Barney Mutual Funds that are sold with a
maximum 5.00% sales charge) and who wish to reinvest their redemption proceeds
in the Portfolio, provided the reinvestment is made within 60 calendar days of
the redemption; (e) accounts managed by registered investment advisory subsidi-
aries of Travelers; (f) direct rollovers by plan participants of distributions
from a 401(k) plan offered to employees of Travelers or its subsidiaries or a
401(k) plan enrolled in the 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;
and (h) purchases by investors participating in a Smith Barney fee-based
arrangement. In order to obtain such discounts, the purchaser must provide suf-
ficient 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 Portfolio may be purchased by "any person" (as defined
above) at a reduced sales charge or at net asset value determined by aggregat-
ing the dollar amount of the new purchase and the total net asset value of all
Class A shares of the Portfolio and of funds sponsored by 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 informa-
tion at the time of purchase to permit verification that the purchase qualifies
for the reduced sales charge. The right of accumulation is subject to modifica-
tion or discontinuance at any time with respect to all shares purchased there-
after.
 
 GROUP PURCHASES
  Upon completion of certain automated systems, a reduced sales charge or pur-
chase at net asset value will also be available to employees (and partners) of
the same employer purchasing as a group, provided each participant makes the
minimum initial investment required. The sales charge applicable to purchases
by each member of such a group will be determined by the table set forth above
under "Initial Sales Charge Alternative--Class A Shares", and will be based
upon the aggregate sales of Class A shares of Smith Barney Mutual Funds offered
with a sales charge to, and share holdings of, all members of the group. To be
eligible for such reduced sales charges or to purchase at net asset value, all
purchases must be pursuant to an employer- or partnership-sanctioned plan meet-
ing certain require-
 
                                                                              25
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
ments. One such requirement is that the plan must be open to specified part-
ners or employees of the employer and its subsidiaries, if any. Such plan may,
but is not required to, provide for payroll deductions, IRAs or investments
pursuant to retirement plans under Sections 401 or 408 of the Code. Smith Bar-
ney may also offer a reduced sales charge or net asset value purchase for
aggregating related fiduciary accounts under such conditions that Smith Barney
will realize economies of sales efforts and sales related expenses. An indi-
vidual who is a member of a qualified group may also purchase Class A shares
at the reduced sales charge applicable to the group as a whole. The sales
charge is based upon the aggregate dollar value of Class A shares offered with
a sales charge that have been previously purchased and are still owned by the
group, plus the amount of the current purchase. A "qualified group" is one
which (a) has been in existence for more than six months, (b) has a purpose
other than acquiring Portfolio shares at a discount and (c) satisfies uniform
criteria which enable Smith Barney to realize economies of scale in its costs
of distributing shares. A qualified group must have more than 10 members, must
be available to arrange for group meetings between representatives of the
Portfolio and the members, and must agree to include sales and other materials
related to the Portfolio in its publications and mailings to members at no
cost to Smith Barney. In order to obtain such reduced sales charge or to pur-
chase at net asset value, the purchaser must provide sufficient information at
the time of purchase to permit verification that the purchase qualifies for
the reduced sales charge. Approval of group purchase reduced sales charge
plans is subject to the discretion of Smith Barney.
 
 LETTER OF INTENT
  Class A Shares. A Letter of Intent for amounts of $50,000 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 pur-
chases of all Class A shares of the Portfolio 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 Smith Barney Financial Consultant or First Data to obtain a Letter
of Intent application.
 
26
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
 
  Class Y Shares. A Letter of Intent may also be used as a way for investors to
meet the minimum investment requirement for Class Y shares. Such investors must
make an initial minimum purchase of $1,000,000 in Class Y shares of the Portfo-
lio and agree to purchase a total of $5,000,000 of Class Y shares of the same
Portfolio within six months from the date of the Letter. If a total investment
of $5,000,000 is not made within the six-month period, all Class Y shares pur-
chased to date will be transferred to Class A shares, where they will be sub-
ject to all fees (including a service fee of 0.25%) and expenses applicable to
the Portfolio's Class A shares, which may include a CDSC of 1.00%. Please con-
tact a Smith Barney Financial Consultant or First Data for further information.
 
 DEFERRED SALES CHARGE ALTERNATIVES
  CDSC 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 Portfolio. A CDSC, however, may be imposed on cer-
tain redemptions of these shares. "CDSC Shares" are: (a) Class B shares;
(b) Class C shares; and (c) Class A shares which when combined with Class A
shares offered with a sales charge currently held by an investor equal or
exceed $500,000 in the aggregate.
 
  Any applicable CDSC 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. CDSC Shares that are redeemed will not be subject to a CDSC to
the extent that the value of such shares represents: (a) capital appreciation
of Portfolio assets; (b) reinvestment of dividends or capital gain distribu-
tions; (c) with respect to Class B shares, shares redeemed more than five years
after their purchase; or (d) with respect to Class C shares and Class A shares
that are CDSC Shares, shares redeemed more than 12 months after their purchase.
   
  Class C shares and Class A shares that are CDSC Shares are subject to a 1.00%
CDSC if redeemed within 12 months of purchase. In circumstances in which the
CDSC 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
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 Smith Barney 401(k) Program, as described below.
See "Purchase of Shares--Smith Barney 401(k) and ExecChoice(TM) Programs."     
 
                                                                              27
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
 
<TABLE>   
<CAPTION>
      YEAR SINCE PURCHASE
      PAYMENT WAS MADE      CDSC
---------------------------------
      <S>                   <C>
      First                 5.00%
      Second                4.00
      Third                 3.00
      Fourth                2.00
      Fifth                 1.00
      Sixth and thereafter  0.00
---------------------------------
</TABLE>    
 
  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 pro-
portion 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. Shareholders who held Class B shares of Smith Barney Shearson
Short-Term World Income Fund (the "Short-Term World Income Fund") on July 15,
1994 and who subsequently exchange those shares for Class B shares of the Port-
folio will be offered the opportunity to exchange all such Class B shares for
Class A shares of the Portfolio four years after the date on which those shares
were deemed to have been purchased. Holders of such Class B shares will be
notified of the pending exchange in writing approximately 30 days before the
fourth anniversary of the purchase date and, unless the exchange has been
rejected in writing, the exchange will occur on or about the fourth anniversary
date. See "Prospectus Summary--Alternative Purchase Arrangements--Class B
Shares Conversion Feature."
 
  In determining the applicability of any CDSC, 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 distribu-
tions and finally of other shares held by the shareholder for the longest
period of time. The length of time that CDSC 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 Portfolio 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 CDSC will reduce the gain or increase the loss, as the case may be, on
the amount realized on redemption. The amount of any CDSC will be paid to Smith
Barney.
 
  To provide an example, assume an investor purchased 100 Class B shares at
$10 per share for a cost of $1,000. Subsequently, the investor acquired 5 addi-
tional shares through dividend reinvestment. During the fifteenth month after
the
 
28
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
purchase, the investor decided to redeem $500 of his or her investment. Assum-
ing 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 CDSC 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 CDSC
   
  The CDSC will be waived on: (a) exchanges (see "Exchange Privilege"); (b) au-
tomatic 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"); (c) redemptions of shares within twelve
months following the death or disability of the shareholder; (d) redemption 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 a combination of the Portfolio with any invest-
ment 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 CDSC imposed on the
prior redemption.     
 
  CDSC waivers will be granted subject to confirmation (by Smith Barney in the
case of shareholders who are also Smith Barney clients or by First Data in the
case of all other shareholders) of the shareholder's status or holdings, as the
case may be.
          
 SMITH BARNEY 401(k) AND EXECCHOICE(TM) PROGRAMS     
   
  Investors may be eligible to participate in the Smith Barney 401(k) Program
or the Smith Barney ExecChoice(TM) Program. To the extent applicable, the same
terms and conditions, which are outlined below, are offered to all plans par-
ticipating ("Participating Plans") in these programs.     
   
  The Portfolio offers to Participating Plans Class A and Class C shares as
investment alternatives under the Smith Barney 401(k) and ExecChoice(TM) Pro-
grams. Class A and Class C shares acquired through the Participating Plans are
subject to the same service and/or distribution fees as the Class A and Class C
shares acquired by other investors; however, they are not subject to any ini-
tial sales charge or CDSC. Once a Participating Plan has made an initial
investment in the Portfolio, all of its subsequent investments in the Portfolio
must be in the same Class of shares, except as otherwise described below.     
   
  Class A Shares. Class A shares of the Portfolio are offered without any sales
charge or CDSC to any Participating Plan that purchases $1,000,000 or more of
Class A shares of one or more funds of the Smith Barney Mutual Funds.     
 
                                                                              29
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
   
  Class C Shares. Class C shares of the Portfolio are offered without any sales
charge or CDSC to any Participating Plan that purchases less than $1,000,000 of
Class C shares of one or more funds of the Smith Barney Mutual Funds.     
   
  401(k) and ExecChoice(TM) Plans Opened On or After June 21, 1996. If, at the
end of the fifth year after the date the Participating Plan enrolled in the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program, a Par-
ticipating Plan's total Class C 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 C shares for Class A shares of the
Portfolio. (For Participating Plans that were originally established through a
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.     
   
  401(k) Plans Opened Prior to June 21, 1996. In any year after the date a Par-
ticipating Plan enrolled in the Smith Barney 401(k) Program, if its total Class
C 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 C shares for Class A shares of the
Portfolio. 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 Smith Barney 401(k) or ExecChoice(TM) Program,
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 C shares for Class A shares of the Portfolio regardless of
asset size, at the end of the eighth year after the date the Participating Plan
enrolled in the Smith Barney 401(k) or ExecChoice(TM) Program. 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 C shares of the Portfolio but instead may acquire
Class A shares of the Portfolio. Any Class C shares not converted will continue
to be subject to the distribution fee.     
   
  Participating Plans wishing to acquire shares of the Portfolio through the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program must
purchase     
 
30
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
   
such shares directly from the Transfer Agent. For further information regarding
these Programs, investors should contact a Smith Barney Financial Consultant.
       
  Existing 401(k) Plans Investing in Class B Shares. Class B shares of the
Portfolio 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 CDSC 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
Portfolio. 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
of the Portfolio but instead may acquire Class A shares of the Portfolio. 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 con-
version feature as Class B shares held by other investors. See "Purchase of
Shares -- Deferred Sales Charge Alternatives."     
   
  No CDSC 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 dur-
ing the preceding eight years. Whether or not the CDSC applies to the redemp-
tion by a Participating Plan depends on the number of years since the Partici-
pating Plan first became enrolled in the Smith Barney 401(k) Program, unlike
the applicability of the CDSC to redemptions by other shareholders, which
depends on the number of years since those shareholders made the purchase pay-
ment from which the amount is being redeemed.     
   
  The CDSC 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 termina-
tion 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
59 1/2 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 Par-
ticipating Plan to an employee.     
 
                                                                              31
<PAGE>
 
EXCHANGE PRIVILEGE
   
  Except as otherwise noted below, shares of each Class may be exchanged for
shares of the same Class in the following funds of the 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 C shares are subject to min-
imum investment requirements and all shares are subject to the other require-
ments of the fund into which exchanges are made.     
 
 FUND NAME
 Growth Funds
    Smith Barney Aggressive Growth Fund Inc.
    Smith Barney Appreciation Fund Inc.
    Smith Barney Fundamental Value Fund Inc.
    Smith Barney Growth Opportunity Fund
    Smith Barney Managed Growth Fund
    Smith Barney Natural Resources Fund Inc.
    Smith Barney Special Equities Fund
           
 Growth and Income Funds
       
    Concert Social Awareness Fund     
    Smith Barney Convertible Fund
    Smith Barney Funds, Inc.--Equity Income Portfolio
    Smith Barney Growth and Income Fund
    Smith Barney Premium Total Return Fund
           
    Smith Barney Utilities Fund
 
 Taxable Fixed-Income Funds
    **Smith Barney Adjustable Rate Government Income Fund
    Smith Barney Diversified Strategic Income Fund
           
    +++Smith Barney Funds, Inc.--Short-Term U.S. Treasury Securities
    Portfolio
    Smith Barney Funds, Inc.--U.S. Government Securities Portfolio
    Smith Barney Government Securities Fund
    Smith Barney High Income Fund
    Smith Barney Investment Grade Bond Fund
    Smith Barney Managed Governments Fund Inc.
 
 Tax-Exempt Funds
    Smith Barney Arizona Municipals Fund Inc.
    Smith Barney California Municipals Fund Inc.
    *Smith Barney Intermediate Maturity California Municipals Fund
    *Smith Barney Intermediate Maturity New York Municipals Fund
    Smith Barney Managed Municipals Fund Inc.
    Smith Barney Massachusetts Municipals Fund
           
    Smith Barney Muni Funds--Florida Portfolio
    Smith Barney Muni Funds--Georgia Portfolio
 
32
<PAGE>
 
EXCHANGE PRIVILEGE (CONTINUED)
    *Smith Barney Muni Funds--Limited Term Portfolio
    Smith Barney Muni Funds--National Portfolio
    Smith Barney Muni Funds--New York Portfolio
           
    Smith Barney Muni Funds--Pennsylvania Portfolio
    Smith Barney New Jersey Municipals Fund Inc.
    Smith Barney Oregon Municipals Fund
    Smith Barney Tax-Exempt Income Fund
 
 International Funds
    Smith Barney World Funds, Inc.--European Portfolio
    Smith Barney World Funds, Inc.--Global Government Bond Portfolio
    Smith Barney World Funds, Inc.--International Balanced Portfolio
    Smith Barney World Funds, Inc.--International Equity Portfolio
    Smith Barney World Funds, Inc.--Pacific Portfolio

   
Smith Barney Concert Allocation Series Inc.    
       
    Smith Barney Concert Allocation Series Inc.--Balanced Portfolio     
       
    Smith Barney Concert Allocation Series Inc.--Conservative Portfolio     
       
    Smith Barney Concert Allocation Series Inc.--Growth Portfolio     
    Smith Barney Concert    Allocation     Series Inc.--High Growth Portfolio
              
    Smith Barney Concert Allocation Series Inc.--Income Portfolio    
 
 Money Market Funds
    +Smith Barney Exchange Reserve Fund
    ++Smith Barney Money Funds, Inc.--Cash Portfolio
    ++Smith Barney Money Funds, Inc.--Government Portfolio
    ***Smith Barney Money Funds, Inc.--Retirement Portfolio
    +++Smith Barney Municipal Money Market Fund, Inc.
    +++Smith Barney Muni Funds--California Money Market Portfolio
    +++Smith Barney Muni Funds--New York Money Market Portfolio
-------------------------------------------------------------------------------
  * Available for exchange with Class A, Class C and Class Y shares of the
    Portfolio.
 ** Available for exchange with Class A, Class B and Class Y shares of the
    Portfolio. In addition, shareholders who own Class C shares of the
    Portfolio through the Smith Barney 401(k) Program may exchange those
    shares for Class C shares of this fund.
*** Available for exchange with Class A shares of the Portfolio.
  + Available for exchange with Class B and Class C shares of the Portfolio.
   
 ++ Available for exchange with Class A and Class Y shares of the Portfolio.
    In addition, shareholders who own Class C shares of the Portfolio through
    the Smith Barney 401(k) or ExecChoice(TM) Programs may exchange those
    shares for Class C shares of this fund.     
+++ Available for exchange with Class A and Class Y shares of the Portfolio.
 
                                                                             33
<PAGE>
 
EXCHANGE PRIVILEGE (CONTINUED)
       
  Class B Exchanges. In the event a Class B shareholder (unless such share-
holder was a Class B shareholder of the Short-Term World Income Fund on July
15, 1994) wishes to exchange all or a portion of his or her shares in any of
the funds imposing a higher CDSC than that imposed by the Portfolio, the
exchanged Class B shares will be subject to the higher applicable CDSC. 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 Portfolio that have been exchanged.
 
  Class C Exchanges. Upon an exchange, the new Class C shares will be deemed to
have been purchased on the same date as the Class C shares of the Portfolio
that have been exchanged.
   
  Class A and Class Y Exchanges. Class A and Class Y shareholders of the Port-
folio 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 imposi-
tion of any charge.     
 
  Additional Information Regarding the Exchange Privilege. Although the
exchange privilege is an important benefit, excessive exchange transactions can
be detrimental to the Portfolio's performance and its shareholders. The Manager
may determine that a pattern of frequent exchanges is excessive and contrary to
the best interests of the Portfolio's other shareholders. In this event the
Fund may, at its discretion, decide to limit additional purchases and/or
exchanges by the shareholder. Upon such a determination, the Fund will provide
notice in writing or by telephone to the shareholder at least 15 days prior to
suspending the exchange privilege and during the 15 day period the shareholder
will be required to (a) redeem his or her shares in the Portfolio or (b) remain
invested in the Portfolio or exchange into any of the funds of the Smith Barney
Mutual Funds ordinarily available, which position the shareholder would be
expected to maintain for a significant period of time. All relevant factors
will be considered in determining what constitutes an abusive pattern of
exchanges.
   
  Certain shareholders may be able to exchange shares by telephone. See
"Redemption of Shares--Telephone Redemption and Exchange Program." Exchanges
will be processed at the net asset value next determined. Redemption procedures
discussed below are also applicable for exchanging shares, and exchanges will
be made upon receipt of all supporting documents in proper form. If the account
registration of the shares of the fund being acquired is identical to the reg-
istration of the shares of the fund exchanged, no signature guarantee is
required. A capital gain or loss for tax purposes will be realized upon the
exchange, depending upon the cost or other basis of shares redeemed. Before
exchanging shares, investors should read the current prospectus describing the
shares to be acquired. The Portfolio reserves the right to modify or discon-
tinue exchange privileges upon 60 days' prior notice to shareholders.     
 
34
<PAGE>
 
REDEMPTION OF SHARES
   
  The Fund is required to redeem the shares of the Portfolio 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 CDSC. 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 redemp-
tion must specify the Class being redeemed. In the event of a failure to spec-
ify which Class, or if the investor owns fewer shares of the Class than speci-
fied, the redemption request will be delayed until the Fund's transfer agent
receives further instructions from Smith Barney, or if the shareholder's
account is not with Smith Barney, from the shareholder directly. 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 permit-
ted under the 1940 Act in extraordinary circumstances. Generally, if the
redemption proceeds are remitted to a Smith Barney brokerage account, these
funds will not be invested for the shareholder's benefit without specific
instruction and 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.     
 
  Shares held by Smith Barney as custodian must be redeemed by submitting a
written request to a Smith Barney Financial Consultant. Shares other than those
held by Smith Barney as Custodian may be redeemed through an investor's Finan-
cial Consultant, Introducing Broker or dealer in the selling group or by sub-
mitting a written request for redemption to:
 
  Smith Barney World Funds, Inc./Emerging Markets Portfolio
  Class A, B, C or Y (please specify)
  c/o First Data Investor Services Group, Inc.
  P.O. Box 9134
  Boston, Massachusetts 02205-9134
   
  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 regis-
tered. If the shares to be redeemed were issued in certificate form, the cer-
tificates must be endorsed for transfer (or be accompanied by an endorsed stock
power) and must be submitted to First Data together with the redemption
request. Any signature appearing on a share certificate, stock power or written
redemption request in excess of $2,000 must be guaranteed by an eligible guar-
antor 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 $2,000 or
less do not require a signature guarantee unless more than one such redemption
request is made in any 10-day period. Redemption     
 
                                                                              35
<PAGE>
 
REDEMPTION OF SHARES (CONTINUED)
proceeds will be mailed to an investor's address of record. First Data 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 First Data receives all required documents in
proper form.
 
 AUTOMATIC CASH WITHDRAWAL PLAN
  The Portfolio 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 share-
holder 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 Portfolio. Any applicable CDSC 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 CDSC at the time the with-
drawal plan commences. For further information regarding the automatic cash
withdrawal plan, shareholders should contact a Smith Barney Financial Consul-
tant.
 
 TELEPHONE REDEMPTION AND EXCHANGE PROGRAM
  Shareholders who do not have a Smith Barney brokerage account may be eligible
to redeem and exchange Fund shares by telephone. To determine if a shareholder
is entitled to participate in this program, he or she should contact First Data
at 1-800-451-2010. Once eligibility is confirmed, the shareholder must complete
and return a Telephone/Wire Authorization Form, along with a signature guaran-
tee, that will be provided by First Data 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 $10,000 of any class or classes of
the Fund's shares, may be made by eligible shareholders by calling First Data
at 1-800-451-2010. Such requests may be made between 9:00 a.m. and 5:00 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 per-
mitted 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
 
36
<PAGE>
 
REDEMPTION OF SHARES (CONTINUED)
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 First Data 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 its agents will be liable for following instruc-
tions 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.
 
MINIMUM ACCOUNT SIZE
   
  The Fund reserves the right to involuntarily liquidate any shareholder's
account in the Portfolio if the aggregate net asset value of the shares held
in the Portfolio account is less than $500. (If a shareholder has more than
one account in this Portfolio, each account must satisfy the minimum account
size.) The Fund, however, will not redeem shares based solely on market reduc-
tions in net asset value. Before the Fund exercises such right, shareholders
will receive written notice and will be permitted 60 days to bring accounts up
to the minimum to avoid involuntary liquidation.     
 
PERFORMANCE
 
 
  From time to time the Portfolio may include its 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 C and Class Y shares of the Portfolio. 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 reinvest-
ment of all income dividends and capital gain distributions on the reinvest-
ment dates at prices calculated as stated in this Prospectus, then dividing
the value of the investment at the end of the period so calculated by the ini-
tial amount invested and subtracting 100%. The standard
 
                                                                             37
<PAGE>
 
PERFORMANCE (CONTINUED)
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 with nonstandard total return
information for differing periods computed in the same manner but without
annualizing the total return or taking sales charges into account. The Portfo-
lio calculates current dividend return for each Class by dividing the current
dividend by the net asset value or the maximum public offering price (includ-
ing sales charge) on the last day of the period for which current dividend
return is presented. The current dividend return for each Class 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 invest-
ment companies and other investment vehicles. The Portfolio may also include
comparative performance information in advertising or marketing its shares.
Such performance information may include data from Lipper Analytical Services,
Inc. and other financial publications.
 
MANAGEMENT OF THE FUND
 
 
 BOARD OF DIRECTORS
   
  Overall responsibility for management and supervision of the Portfolio rests
with the Fund's Board of Directors. The Directors approve all significant
agreements between the Fund and the companies that furnish services to the
Fund and the Portfolio, including agreements with the Fund's distributor,
investment manager, custodian and transfer agent. The day-to-day operations of
the Portfolio are delegated to the Portfolio's investment manager. The State-
ment of Additional Information contains background information regarding each
Director and executive officer of the Fund.     
 
 MANAGER
   
  The Manager manages the day-to-day operations of the Portfolio pursuant to a
management agreement entered into by the Fund on behalf of the Portfolio under
which the Manager is responsible for furnishing or causing to be furnished to
the Portfolio advice and assistance with respect to the acquisition, holding
or disposal of securities and recommendations with respect to other aspects
and affairs of the Portfolio and furnishes the Portfolio with bookkeeping,
accounting and administrative services, office space and equipment, and the
services of the officers and employees of the Fund. By written agreement the
Research and other departments and staff of Smith Barney furnish the Manager
with information, advice and assistance and are available for consultation on
the Portfolio, thus Smith Barney may also be considered an investment adviser
to the Fund. Smith Barney services are     
 
38
<PAGE>
 
MANAGEMENT OF THE FUND (CONTINUED)
paid for by the Manager on the basis of direct and indirect costs to Smith
Barney of performing such services; there is no charge to the Fund for such
services. For the investment advisory services provided by the Manager, the
Portfolio pays the Manager an investment advisory fee calculated at the rate
of 1.00% of the Portfolio's average daily net assets, paid monthly. Although
this fee is higher than that paid by most investment companies, the Portfo-
lio's management has determined that it is comparable to the fee charged by
other investment advisers of investment companies that have similar investment
objectives and policies.
   
  For the Portfolio's fiscal year ended October 31, 1996, the management fee
was 1.00% of the Portfolio's average net assets. Total operating expenses
incurred by the Portfolio for this period were 2.25% for Class A shares; 3.06%
for Class B shares and 3.02% for Class C shares.     
 
  The management agreement further provides that all other expenses not spe-
cifically assumed by the Manager under the management agreement on behalf of
the Portfolio are borne by the Fund. Expenses payable by the Fund include, but
are not limited to, all charges of custodians (including sums as custodian and
sums for keeping books and for rendering other services to the Fund) and
shareholder servicing agents, expenses of preparing, printing and distributing
all prospectuses, proxy material, reports and notices to shareholders, all
expenses of shareholders' and directors' meetings, filing fees and expenses
relating to the registration and qualification of the Fund's shares and the
Fund under federal or state securities laws and maintaining such registrations
and qualifications (including the printing of the Fund's registration state-
ments), fees of auditors and legal counsel, costs of performing portfolio val-
uations, out-of-pocket expenses of directors and fees of directors who are not
"interested persons" as defined in the 1940 Act, interest, taxes and govern-
mental fees, fees and commissions of every kind, expenses of issue, repurchase
or redemption of shares, insurance expense, association membership dues, all
other costs incident to the Fund's existence and extraordinary expenses such
as litigation and indemnification expenses. Direct expenses are charged to
each of the Fund's Portfolios; general corporate expenses are allocated on the
basis of relative net assets.
   
  The Manager was incorporated on March 12, 1968 under the laws of Delaware.
As of December 31, 1996 the Manager had aggregate assets under management of
approximately $80 billion. The Manager, Smith Barney and Holdings are each
located at 388 Greenwich Street, New York, New York 10013. The term
"Smith Barney" in the title of the Fund has been adopted by permission of
Smith Barney and is subject to the right of Smith Barney to elect that the
Fund stop using the term in any form or combination of its name.     
 
                                                                             39
<PAGE>
 
MANAGEMENT OF THE FUND (CONTINUED)
 
 PORTFOLIO MANAGEMENT
  The Portfolio is managed by Donald Elefson. Mr. Elefson joined the Smith
Barney international equity team in the spring of 1994 and is a Vice President
of the Fund and of Smith Barney. Previously, he assisted in the management of
the emerging markets mutual funds at Merrill Lynch Asset Management. Prior to
Merrill Lynch, Mr. Elefson held a position in equity analysis and equity sales
with Cazenove Inc. and BHF Securities in New York, and with Georg Hauck and
Sohn in Frankfurt, Germany.
   
  Management's discussion and analysis, and additional performance information
regarding the Portfolio during the fiscal period ended October 31, 1996 is
included in the Annual Report dated October 31, 1996. A copy of the Annual
Report may be obtained upon request and without charge from a Smith Barney
Financial Consultant or by writing or calling the Fund at the address or phone
number listed on page one of this Prospectus.     
 
DISTRIBUTOR                                                                   
                                                                               
  Smith Barney distributes shares of the Portfolio as principal underwriter and
as such conducts a continuous offering pursuant to a "best efforts" arrangement
requiring Smith Barney to take and pay for only such securities as may be sold
to the public. Pursuant to a plan of distribution adopted by the Portfolio
under Rule 12b-1 under the 1940 Act (the "Plan"), Smith Barney is paid a serv-
ice fee with respect to Class A, Class B and Class C shares of the Portfolio at
the annual rate of 0.25% of the average daily net assets attributable to these
Classes. Smith Barney is also paid a distribution fee with respect to Class B
and Class C shares at the annual rate of 0.75% of the average daily net assets
attributable to these Classes. Class B shares that automatically convert to
Class A shares eight years after the date of original purchase will no longer
be subject to a distribution fee. The fees are used by Smith Barney to pay its
Financial Consultants for servicing shareholder accounts and, in the case of
Class B and Class C 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 Smith Barney Financial Consultants and other persons who pro-
vide support services in connection with the distribution of shares; interest
and/or carrying charges; and indirect and overhead costs of Smith Barney asso-
ciated with the sale of Portfolio shares, including lease, utility, communica-
tions and sales promotion expenses.
 
  The payments to Smith Barney Financial Consultants for selling shares of a
Class include a commission or fee paid by the investor or Smith Barney at the
time of sale and, with respect to Class A, Class B and Class C Shares, a con-
tinuing fee for servicing shareholder accounts for as long as a shareholder
remains a holder of
 
40
<PAGE>
 
DISTRIBUTOR (CONTINUED)
that Class. Smith Barney Financial Consultants may receive different levels of
compensation for selling different Classes of shares.
 
  Payments under the Plan with respect to Class B and Class C shares are not
tied exclusively to the distribution and shareholder services expenses actually
incurred by Smith Barney and the payments may exceed distribution expenses
actually incurred. The Fund's Board of Directors will evaluate the appropriate-
ness of the Plan and its payment terms on a continuing basis and in so doing
will consider all relevant factors, including expenses borne by Smith Barney,
amounts received under the Plan and proceeds of the CDSC.
 
ADDITIONAL INFORMATION                                                        
                                                                               
  The Fund, an open-end investment company, was incorporated in Maryland on
March 22, 1991. The Fund has an authorized capital of 1,000,000,000 shares with
a par value of $.001 per share. The Board of Directors has authorized the issu-
ance of six series of shares, each representing shares in one of six separate
Portfolios and may authorize the issuance of additional series of shares in the
future. The assets of each Portfolio are segregated and separately managed and
a shareholder's interest is in the assets of the Portfolio in which he or she
holds shares. Class A, Class B, Class C and Class Y shares of the Portfolio
represent interests in the assets of the Portfolio and have identical voting,
dividend, liquidation and other rights on the same terms and conditions except
that expenses related to the distribution of each Class of shares are borne
solely by each Class and each Class of shares has exclusive voting rights with
respect to provisions of the Fund's Rule 12b-1 distribution plan which pertain
to a particular Class. As described under "Voting" in the Statement of Addi-
tional Information, the Fund ordinarily will not hold meetings of shareholders
annually; however, shareholders have the right to call a meeting upon a vote of
10% of the Fund's outstanding shares for the purpose of voting to remove direc-
tors, and the Fund will assist shareholders in calling such a meeting as
required by the 1940 Act. Shares do not have cumulative voting rights or pre-
emptive rights and are fully paid, transferable and nonassessable when issued
for payment as described in this Prospectus.
   
  The Chase Manhattan Bank, located at Chase MetroTech Center, Brooklyn, New
York 11245, serves as custodian of the Portfolio's investments.     
 
  First Data, located at Exchange Place, Boston, Massachusetts 02109, serves as
the Fund's transfer agent.
 
  The Fund sends its shareholders a semi-annual report and an audited annual
report, which include listings of the investment securities held by the Fund at
the end of the period covered. In an effort to reduce the Fund's printing and
mailing costs, the Fund plans to consolidate the mailing of its semi-annual and
annual
 
                                                                              41
<PAGE>
 
ADDITIONAL INFORMATION (CONTINUED)
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 Fund also plans to consolidate the mailing of its
Prospectus so that a shareholder having multiple accounts (that is, individual,
IRA and/or Self-Employed Retirement Plan accounts) will receive a single Pro-
spectus annually. Shareholders who do not want this consolidation to apply to
their account should contact their Smith Barney Financial Consultant or the
Fund's transfer agent.
 
42
<PAGE>
 
APPENDIX
 CERTAIN INVESTMENT STRATEGIES
 
  In attempting to achieve its investment objective, the Portfolio may employ,
among others, one or more of the strategies set forth below. More detailed
information concerning these strategies and their related risks is contained
in the Statement of Additional Information.
 
  Foreign Currencies. The value of the Portfolio's investments, and the value
of dividends and interest earned by the Portfolio, may be significantly
affected by changes in currency exchange rates. Some foreign currency values
may be volatile, and there is the possibility of governmental controls on cur-
rency exchange or governmental intervention in currency markets, which could
adversely affect the Portfolio. Although the Manager may attempt to manage
currency exchange rate risks, there is no assurance that the Manager will do
so at an appropriate time or that the investment adviser will be able to pre-
dict exchange rates accurately. For example, if the Manager increases the
Portfolio's exposure to a foreign currency, and that currency's value subse-
quently falls, the Manager's currency management may result in increased
losses to the Portfolio. Similarly, if the Manager hedges the Portfolio's
exposure to a foreign currency, and that currency's value rises, the Portfolio
will lose the opportunity to participate in the currency's appreciation.
 
  Options and Futures Contracts. The Portfolio may buy and sell options and
futures contracts to manage its exposure to changing interest rates, security
prices, and currency exchange rates. Some options and futures strategies,
including selling futures, buying puts, and writing calls, tend to hedge the
Portfolio's investments against price fluctuations. Other strategies, includ-
ing buying futures, writing puts, and buying calls, tend to increase market
exposure. Options and futures may be combined with each other or with forward
contracts in order to adjust the risk and return characteristics of the over-
all strategy. The Portfolio may invest in options and futures based on any
type of security, index, or currency, including options and futures traded on
foreign exchanges and options not traded on exchanges.
 
  Options and futures can be volatile investments, and involve certain risks.
If the Manager applies a hedge at an inappropriate time or judges market con-
ditions incorrectly, options and futures strategies may lower the Portfolio's
return. The Portfolio could also experience losses if the prices of its
options and futures positions were poorly correlated with its other invest-
ments, or if it could not close out its positions because of an illiquid sec-
ondary market.
 
  The Portfolio will not hedge more than 25% of its total assets by selling
futures, buying puts, and writing calls under normal conditions. In addition,
the Portfolio will not buy futures or write puts whose underlying value
exceeds 25% of its total assets, and will not buy calls with a value exceeding
5% of its total assets.
 
                                                                            A-1
<PAGE>
 
APPENDIX (CONTINUED)
 
  Swap Agreements. As one way of managing its exposure to different types of
investments, the Portfolio may enter into interest rate swaps, currency swaps,
and other types of swap agreements such as caps, collars, and floors. In a
typical interest rate swap, one party agrees to make regular payments equal to
a floating interest rate times a "notional principal amount," in return for
payments equal to a fixed rate times the same amount for a specified period of
time. If a swap agreement provides for payments in different currencies, the
parties might agree to exchange the notional principal amount as well. Swaps
may also depend on other prices or rates, such as the value of a index or
mortgage prepayment rates.
 
  Swap agreements are sophisticated hedging instruments that typically involve
a small investment of cash relative to the magnitude of risks assumed. As a
result, swaps can be highly volatile and may have a considerable impact on the
Portfolio's performance. Swap agreements are subject to risks related to the
counterparty's ability to perform, and may decline in value if the
counterparty's creditworthiness deteriorates. The Portfolio may also suffer
losses if it is unable to terminate outstanding swap agreements or reduce its
exposure through offsetting transactions.
 
  Indexed Securities. The Portfolio may invest in indexed securities, includ-
ing inverse floaters, whose value is linked to currencies, interest rates,
commodities, indices, or other financial indicators. Most indexed securities
are short to intermediate term fixed-income securities whose values at matu-
rity or interest rates rise or fall according to the change in one or more
specified underlying instruments. Indexed securities may be positively or neg-
atively indexed (i.e., their value may increase or decrease if the underlying
instrument appreciates), and may have return characteristics similar to direct
investments in the underlying instrument or to one or more options on the
underlying instrument. Indexed securities may be more volatile than the under-
lying instrument itself. No more than 5% of the Portfolio's assets will be
invested in inverse floaters.
 
  Sovereign Debt Obligations. The Portfolio may purchase sovereign debt
instruments issued or guaranteed by foreign governments or their agencies,
including debt of developing countries. Sovereign debt may be in the form of
conventional securities or other types of debt instruments such as loans or
loan participations. Sovereign debt of developing countries may involve a high
degree of risk, and may be in default or present the risk of default. Govern-
mental entities responsible for repayment of the debt may be unable or unwill-
ing to repay principal and interest when due, and may require renegotiation or
rescheduling of debt payments. In addition, prospects for repayment of princi-
pal and interest may depend on political as well as economic factors. Although
some sovereign debt, such as Brady Bonds, is collateralized by U.S. government
securities, repayment of principal and interest is not guaranteed by the U.S.
government.
 
A-2
<PAGE>
 
APPENDIX (CONTINUED)
 
  Loans and other direct debt instruments are interests in amounts owed by a
corporate, governmental, or other borrower to another party. They may represent
amounts owed to lenders or lending syndicates (loans and loan participations),
to suppliers of goods or services (trade claims or other receivables), or to
other parties. Direct debt instruments involve the risk of loss in case of
default or insolvency of the borrower and may offer less legal protection to
the Portfolio in the event of fraud or misrepresentation. In addition, loan
participations involve a risk of insolvency of the lending bank or other finan-
cial intermediary. Direct debt instruments may also include standby financing
commitments that obligate the Portfolio to supply additional cash to the bor-
rower on demand.
 
  Floating and Variable Rate Income Securities. Income securities may provide
for floating or variable rate interest or dividend payments. The floating or
variable rate may be determined by reference to a known lending rate, such as a
bank's prime rate, a certificate of deposit rate or the London Inter Bank
Offered Rate (LIBOR). Alternatively, the rate may be determined through an auc-
tion or remarketing process. The rate also may be indexed to changes in the
values of interest rate or securities indexes, currency exchange rates or other
commodities. The amount by which the rate paid on an income security may
increase or decrease may be subject to periodic or lifetime caps. Floating and
variable rate income securities include securities whose rates vary inversely
with changes in market rates of interest. Such securities may also pay a rate
of interest determined by applying a multiple to the variable rate. The extent
of increases and decreases in the value of securities whose rates vary
inversely with changes in market rates of interest generally will be larger
than comparable changes in the value of an equal principal amount of a fixed
rate security having similar credit quality, redemption provisions and maturi-
ty.
 
  Zero Coupon, Discount and Payment-in-Kind Securities. The Portfolio may
invest in "zero coupon" and other deep discount securities of governmental or
private issuers. Zero coupon securities generally pay no cash interest (or div-
idends in the case of preferred stock) to their holders prior to maturity. Pay-
ment-in-kind securities allow the lender, at its option, to make current inter-
est payments on such securities either in cash or in additional securities.
Accordingly, such securities usually are issued and traded at a deep discount
from their face or par value and generally are subject to greater fluctuations
of market value in response to changing interest rates than securities of com-
parable maturities and credit quality that pay cash interest (or dividends in
the case of preferred stock) on a current basis.
 
  Premium Securities. The Portfolio may invest in income securities bearing
coupon rates higher than prevailing market rates. Such "premium" securities are
typically purchased at prices greater than the principal amounts payable on
maturity. The Portfolio will not amortize the premium paid for such securities
in calculating
 
                                                                             A-3
<PAGE>
 
APPENDIX (CONTINUED)
its net investment income. As a result, in such cases the purchase of such
securities provides the Portfolio a higher level of investment income distrib-
utable to shareholders on a current basis than if the Portfolio purchased
securities bearing current market rates of interest. If securities purchased
by the Portfolio at a premium are called or sold prior to maturity, the Port-
folio will recognize a capital loss to the extent the call or sale price is
less than the purchase price. Additionally, the Portfolio will recognize a
capital loss if it holds such securities to maturity.
 
  Yankee Bonds. The Portfolio may invest in U.S. dollar-denominated bonds sold
in the United States by non-U.S. issuers ("Yankee bonds"). As compared with
bonds issued in the United States, such bond issues normally carry a higher
interest rate but are less actively traded.
 
  Borrowings. The Portfolio may borrow from banks up to 25% of the value of
its assets for temporary or emergency purposes, such as to accommodate
requests for the redemption of shares while effecting an orderly liquidation
of portfolio securities or to clear securities transactions and not for
leveraging purposes.
   
  Repurchase Agreements and Securities Loans. The Portfolio may enter into
repurchase agreements on up to 25% of its assets and may lend for a fee port-
folio securities amounting up to one-third of its assets. These transactions
must be fully collateralized at all times, and the investment adviser will
monitor the value of the collateral, which will be marked to the market daily,
to determine that the value is at least 100% of the agreed upon sum to be paid
to the Portfolio. Repurchase agreements and lending of portfolio securities
involve some credit risk to the Portfolio, if the other party defaults on its
obligations, since the Portfolio could be delayed or prevented from recovering
the collateral.     
 
  Foreign Repurchase Agreements. In addition to repurchase agreements solely
in U.S. markets, the Portfolio may enter into repurchase agreements with
respect to foreign securities and repurchase agreements denominated in foreign
currencies. Foreign repurchase agreements may be less well secured than repur-
chase agreements in U.S. markets, and may involve greater risks of loss if the
counterparty should default on its obligations. As a result, the creditworthi-
ness of the other party is an especially important concern.
 
  Illiquid Investments. The Portfolio may invest up to 15% of its assets in
illiquid investments. Under the supervision of the Board of Directors, the
investment adviser determines the liquidity of the Portfolio's investments.
The absence of a trading market can make it difficult to ascertain a market
value for illiquid investments. Disposing of illiquid investments may involve
time- consuming negotiation and legal expenses, and it may be difficult or
impossible for a Portfolio to sell them promptly at an acceptable price.
 
A-4
<PAGE>
 
APPENDIX (CONCLUDED)
 
  Restricted Securities. The Portfolio may invest no more than 10% of its
total assets in securities which cannot be sold to the public without regis-
tration under the Securities Act of 1933 (restricted securities). Unless reg-
istered for sale, these securities can only be sold in privately negotiated
transactions or pursuant to an exemption from registration. Restricted securi-
ties (excluding securities issued pursuant to Rule 144A of the Securities Act
of 1933) are considered to be illiquid and are subject to the 15% limitation
on investments in illiquid securities.
   
  Delayed-Delivery Transactions. The Portfolio may buy and sell securities on
a when-issued or delayed-delivery basis, with payment and delivery taking
place at a future date. The market value of securities purchased in this way
may change before the delivery date, which could increase fluctuation in the
Portfolio's yield. Although the Portfolio has not established any limit on the
percentage of its assets that may be committed in connection with such trans-
actions, the Portfolio will maintain a segregated account with its custodian
of cash, debt securities of any grade or equity securities, denominated in
U.S. dollars or non-U.S. currencies in an aggregate amount equal to the amount
of its commitment in connection with such purchase transactions; provided such
securities have been determined by the Manager to be liquid and unencumbered,
and are marked to market daily, pursuant to guidelines established by the
Directors.     
 
  Structured Notes. The Portfolio may purchase structured notes, which are
over-the-counter debt instruments where the interest rate and/or principal are
indexed to an unrelated indicator (e.g., short-term rates in Japan, the price
of oil). Sometimes the two are inversely related (i.e., as the index goes up,
the coupon rate goes down; inverse floaters are an example of this) and some-
times they may fluctuate to a greater degree than the underlying index (e.g.,
the coupon may change twice as much as the change in the index rate).
 
  Structured notes are often issued by high-grade corporate issuers. There is
often an underlying swap involved; the issuer will receive payments that match
its obligations under the structured note (usually from an investment bank
that puts the deal together) and, in turn, makes more "traditional" payments
to the investment bank (e.g., fixed rate or ordinary floating rate payments).
It is important to note, however, that in such cases the Portfolio would not
be involved in the swap; the issuer of the note would remain obligated even if
its counterparty defaulted.
 
                                                                            A-5
<PAGE>
 
 
 
                      [This page intentionally left blank]
<PAGE>
 

                                                                    SMITH BARNEY
                                              ----------------------------------
                                              A Member of TravelersGroup  [LOGO]
 
 
 
 
 
 
 
 
 
 
                                                                   SMITH BARNEY
                                                              WORLD FUNDS, INC.
                                                      EMERGING MARKETS PORTFOLIO
 
 
                                                           388 Greenwich Street
                                                       New York, New York 10013
                                                                   
                                                                FD0875 2/97     


<PAGE>
 
P R O S P E C T U S
 
 
                                                  SMITH BARNEY WORLD FUNDS, INC.
                                                              European Portfolio
                                                             
                                                          FEBRUARY 28, 1997     
 
                                                   PROSPECTUS BEGINS ON PAGE ONE

[LOGO]  SMITH BARNEY MUTUAL FUNDS
        Investing for your future.
        Everyday.
<PAGE>
 
PROSPECTUS                                                    FEBRUARY 28, 1997
Smith Barney World Funds, Inc.
   
European Portfolio     
388 Greenwich Street
New York, New York 10013
(212) 723-9218
 
  The European Portfolio (the "Portfolio") is one of the investment portfolios
that currently comprise Smith Barney World Funds, Inc. (the "Fund"). The Port-
folio seeks long term capital appreciation by investing primarily in equity
securities of issuers based in countries of Europe.
 
  This Prospectus sets forth concisely certain information about the Fund and
the Portfolio, including sales charges, distribution and service fees and
expenses, that prospective investors will find helpful in making an investment
decision. Investors are encouraged to read this Prospectus carefully and retain
it for future reference.
   
  Additional information about the Portfolio is contained in a Statement of
Additional Information dated February 28, 1997, as amended or supplemented from
time to time, that is available upon request and without charge by calling or
writing the Fund at the telephone number or address set forth above or by con-
tacting a Smith Barney Financial Consultant. The Statement of Additional Infor-
mation has been filed with the Securities and Exchange Commission (the "SEC")
and is incorporated by reference into this Prospectus in its entirety.     
 
SMITH BARNEY INC.
Distributor
 
SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
Investment Manager
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
 
                                                                               1
<PAGE>
 
TABLE OF CONTENTS
<TABLE>   
<S>                                           <C>
PROSPECTUS SUMMARY                              3
-------------------------------------------------
FINANCIAL HIGHLIGHTS                           10
-------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES   12
-------------------------------------------------
VALUATION OF SHARES                            17
-------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES             18
-------------------------------------------------
PURCHASE OF SHARES                             20
-------------------------------------------------
EXCHANGE PRIVILEGE                             30
-------------------------------------------------
REDEMPTION OF SHARES                           33
-------------------------------------------------
MINIMUM ACCOUNT SIZE                           36
-------------------------------------------------
PERFORMANCE                                    36
-------------------------------------------------
MANAGEMENT OF THE FUND                         37
-------------------------------------------------
DISTRIBUTOR                                    38
-------------------------------------------------
ADDITIONAL INFORMATION                         39
-------------------------------------------------
APPENDIX                                      A-1
-------------------------------------------------
-------------------------------------------------
</TABLE>    
 
  No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the Fund
or the Distributor. This Prospectus does not constitute an offer by the Fund or
the Distributor to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction.
--------------------------------------------------------------------------------
 
2
<PAGE>
 
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by detailed information
appearing elsewhere in this Prospectus and in the Statement of Additional
Information. Cross references in this summary are to headings in the Prospec-
tus. See "Table of Contents."
 
INVESTMENT OBJECTIVE The Portfolio is an open-end, management investment com-
pany whose investment objective is to seek long-term capital appreciation by
investing primarily in equity securities of issuers based in countries of
Europe. See "Investment Objective and Management Policies."
 
ALTERNATIVE PURCHASE ARRANGEMENTS The Portfolio offers several classes of
shares ("Classes") to investors designed to provide them with the flexibility
of selecting an investment best suited to their needs. The general public is
offered three Classes of shares: Class A shares, Class B shares and Class C
shares, which differ principally in terms of sales charges and rate of expenses
to which they are subject. A fourth Class of shares, Class Y shares, is offered
only to investors meeting an initial investment minimum of $5,000,000. See
"Purchase of Shares" and "Redemption of Shares."
 
  Class A Shares. Class A shares are sold at net asset value plus an initial
sales charge of up to 5.00% and are subject to an annual service fee of 0.25%
of the average daily net assets of the Class. The initial sales charge may be
reduced or waived for certain purchases. Purchases of Class A shares, which
when combined with current holdings of Class A shares offered with a sales
charge equal or exceed $500,000 in the aggregate, will be made at net asset
value with no initial sales charge, but will be subject to a contingent
deferred sales charge ("CDSC") of 1.00% on redemptions made within 12 months of
purchase. See "Prospectus Summary --  Reduced or No Initial Sales Charge."
 
  Class B Shares. Class B shares are offered at net asset value subject to a
maximum CDSC of 5.00% of redemption proceeds, declining by 1.00% each year
after the date of purchase to zero. This CDSC may be waived for certain redemp-
tions. Class B shares are subject to an annual service fee of 0.25% and an
annual distribution fee of 0.75% of the average daily net assets of the Class.
The Class B shares' distribution fee may cause that Class to have higher
expenses and pay lower dividends than Class A shares.
 
  Class B Shares Conversion Feature. Class B shares will convert automatically
to Class A shares, based on relative net asset value, eight years after the
date of the original purchase. Upon conversion, these shares will no longer be
subject to an annual distribution fee. In addition, a certain portion of Class
B shares that have been acquired through the reinvestment of dividends and dis-
tributions ("Class B Dividend Shares") will be converted at that time. See
"Purchase of Shares -- Deferred Sales Charge Alternatives."
 
                                                                               3
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
 
  Class C Shares. Class C shares are sold at net asset value with no initial
sales charge. They are subject to an annual service fee of 0.25% and an annual
distribution fee of 0.75% of the average daily net assets of the Class C
shares, and investors pay a CDSC of 1.00% if they redeem Class C shares within
12 months of purchase. The CDSC may be waived for certain redemptions. The
Class C shares' distribution fee may cause that Class to have higher expenses
and pay lower dividends than Class A shares. Purchases of Portfolio shares,
which when combined with current holdings of Class C shares of the Portfolio
equal or exceed $500,000 in the aggregate, should be made in Class A shares at
net asset value with no sales charge, and will be subject to a CDSC of 1.00%
on redemptions made within 12 months of purchase.
 
  Class Y Shares. Class Y shares are available only to investors meeting an
initial investment minimum of $5,000,000. Class Y shares are sold at net asset
value with no initial sales charge or CDSC. They are not subject to any serv-
ice or distribution fees.
 
  In deciding which Class of Portfolio shares to purchase, investors should
consider the following factors, as well as any other relevant facts and cir-
cumstances:
 
  Intended Holding Period. The decision as to which Class of shares is more
beneficial to an investor depends on the amount and intended length of his or
her investment. Shareholders who are planning to establish a program of regu-
lar investment may wish to consider Class A shares; as the investment accumu-
lates shareholders may qualify for reduced sales charges and the shares are
subject to lower ongoing expenses over the term of the investment. As an
alternative, Class B and Class C shares are sold without any initial sales
charge so the entire purchase price is immediately invested in the Portfolio.
Any investment return on these additional invested amounts may partially or
wholly offset the higher annual expenses of these Classes. Because the Portfo-
lio's future return cannot be predicted, however, there can be no assurance
that this would be the case.
 
  Finally, investors should consider the effect of the CDSC period and any
conversion rights of the Classes in the context of their own investment time
frame. For example, while Class C shares have a shorter CDSC period than Class
B shares, they do not have a conversion feature, and therefore, are subject to
an ongoing distribution fee. Thus, Class B shares may be more attractive than
Class C shares to investors with longer term investment outlooks.
       
  Reduced or No Initial Sales Charge. The initial sales charge on Class A
shares may be waived for certain eligible purchasers, and the entire purchase
price will be immediately invested in the Portfolio. In addition, Class A
share purchases, which when combined with current holdings of Class A shares
offered with a sales charge equal or exceed $500,000 in the aggregate, will be
made at net asset value with no initial sales charge, but will be subject to a
CDSC of 1.00% on redemptions made
 
4
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
within 12 months of purchase. The $500,000 aggregate investment may be met by
adding the purchase to the net asset value of all Class A shares offered with a
sales charge held in funds sponsored by Smith Barney Inc. ("Smith Barney")
listed under "Exchange Privilege." Class A share purchases also may be eligible
for a reduced initial sales charge. See "Purchase of Shares." Because the ongo-
ing expenses of Class A shares may be lower than those for Class B and Class C
shares, purchasers eligible to purchase Class A shares at net asset value or at
a reduced sales charge should consider doing so.
   
  Smith Barney Financial Consultants may receive different compensation for
selling different Classes of shares. Investors should understand that the pur-
pose of the CDSC on the Class B and Class C shares is the same as that of the
initial sales charge on the Class A shares.     
 
  See "Purchase of Shares" and "Management of the Fund" for a complete descrip-
tion of the sales charges and service and distribution fees for each Class of
shares and "Valuation of Shares," "Dividends, Distributions and Taxes" and "Ex-
change Privilege" for other differences between the Classes of shares.
   
SMITH BARNEY 401(k) AND EXECCHOICE(TM) PROGRAMS Investors may be eligible to
participate in the Smith Barney 401(k) Program, which is generally designed to
assist plan sponsors in the creation and operation of retirement plans under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"),
as well as other types of participant directed, tax-qualified employee benefit
plans. Investors may also be eligible to participate in the Smith Barney
ExecChoice(TM) Program. Class A and Class C shares are available without sales
charge as investment alternatives under both of these programs. See "Purchase
of Shares -- Smith Barney 401(k) and ExecChoice(TM) Programs."     
 
PURCHASE OF SHARES Shares may be purchased through a brokerage account main-
tained with Smith Barney. Shares may also be purchased through a broker that
clears securities transactions through Smith Barney on a fully disclosed basis
(an "Introducing Broker") or an investment dealer in the selling group. In
addition, certain investors, including qualified retirement plans and certain
other institutional investors may purchase shares directly from the Fund
through the Fund's transfer agent, First Data Investor Services Group, Inc.
("First Data"). See "Purchase of Shares."
 
INVESTMENT MINIMUMS Investors in Class A, Class B and Class C shares may open
an account by making an initial investment of at least $1,000 for each account,
or $250 for an individual retirement account ("IRA") or a Self-Employed Retire-
ment Plan. Investors in Class Y shares may open an account for an initial
investment of $5,000,000. 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 investment
requirement for Class
 
                                                                               5
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
   
A, Class B and Class C shares and the subsequent investment requirement for all
Classes of shares is $25. The minimum investment requirements for purchases of
Portfolio shares through the Systematic Investment Plan are described below.
See "Purchase of Shares."     
   
SYSTEMATIC INVESTMENT PLAN The Portfolio offers shareholders a Systematic
Investment Plan under which they may authorize the automatic placement of a
purchase order each month or quarter for Portfolio shares. The minimum initial
investment requirement for Class A, Class B and Class C shares and the subse-
quent investment requirement for all Classes for shareholders purchasing shares
through the Systematic Investment Plan on a monthly basis is $25 and on a quar-
terly basis is $50. See "Purchase of Shares."     
 
REDEMPTION OF SHARES Shares may be redeemed on each day the New York Stock
Exchange, Inc. ("NYSE") is open for business. See "Purchase of Shares" and "Re-
demption of Shares."
 
MANAGEMENT OF THE PORTFOLIO Smith Barney Mutual Funds Management Inc. (the
"Manager") serves as the Portfolio's investment manager. The Manager is a
wholly owned subsidiary of Smith Barney Holdings Inc. ("Holdings"). Holdings is
a wholly owned subsidiary of Travelers Group Inc. ("Travelers"), a diversified
financial services holding company engaged, through its subsidiaries, princi-
pally in four business segments: Investment Services, Consumer Finance Servic-
es, Life Insurance Services and Property & Casualty Insurance Services. See
"Management of the Fund."
   
EXCHANGE PRIVILEGE Shares of a Class may be exchanged for shares of the same
Class of certain other funds of the Smith Barney Mutual Funds at the respective
net asset values next determined. See "Exchange Privilege."     
 
VALUATION OF SHARES Net asset value of the Portfolio for the prior day gener-
ally is quoted daily in the financial section of most newspapers and is also
available from a Smith Barney Financial Consultant. See "Valuation of Shares."
 
DIVIDENDS AND DISTRIBUTIONS Dividends from net investment income and distribu-
tions of net realized capital gains, if any, are declared and paid annually.
See "Dividends, Distributions and Taxes."
 
REINVESTMENT OF DIVIDENDS Dividends and distributions paid on shares of a Class
will be reinvested automatically, unless otherwise specified by an investor, in
additional shares of the same Class at current net asset value. Shares acquired
by dividend and distribution reinvestments will not be subject to any sales
charge or CDSC. Class B shares acquired through dividend and distribution rein-
vestments will become eligible for conversion to Class A shares on a pro rata
basis. See "Dividends, Distributions and Taxes."
 
6
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
 
RISK FACTORS AND SPECIAL CONSIDERATIONS There can be no assurance that the
Portfolio's investment objective will be achieved. The value of the Portfo-
lio's investments, and thus the net asset value of the Portfolio's shares,
will fluctuate in response to changes in market and economic conditions, as
well as the financial condition and prospects of issuers in which the Portfo-
lio invests. The Portfolio will invest in foreign securities. Investments in
foreign securities incur higher costs than investments in U.S. securities,
including higher costs in making securities transactions as well as foreign
government taxes which may reduce the investment return of the Portfolio. In
addition, foreign investments may include additional risks associated with
currency exchange rates, less complete financial information about individual
companies, less market liquidity and political instability. See "Investment
Objective and Management Policies."
   
THE PORTFOLIO'S EXPENSES The following expense table lists the costs and
expenses an investor will incur either directly or indirectly as a shareholder
of the Portfolio, based on the maximum sales charge or maximum CDSC that may
be incurred at the time of purchase or redemption and the Portfolio's operat-
ing expenses for its most recent fiscal year:     
 
<TABLE>   
<CAPTION>
  EUROPEAN PORTFOLIO                            CLASS A CLASS B CLASS C CLASS Y
-------------------------------------------------------------------------------
  <S>                                           <C>     <C>     <C>     <C>
  SHAREHOLDER TRANSACTION EXPENSES
   Maximum sales charge imposed on purchases
   (as a percentage of offering price)           5.00%   None    None    None
   Maximum CDSC (as a percentage of original
   cost
   or redemption proceeds, whichever is lower)   None*   5.00%   1.00%   None
-------------------------------------------------------------------------------
  ANNUAL PORTFOLIO OPERATING EXPENSES**
   (as a percentage of average net assets)
   Management fees                               0.85%   0.85%   0.85%   0.85%
   12b-1 fees***                                 0.25    1.00    1.00      --
   Other expenses                                0.75    0.74    0.67    0.75
-------------------------------------------------------------------------------
  TOTAL PORTFOLIO OPERATING EXPENSES             1.85%   2.59%   2.52%   1.60%
-------------------------------------------------------------------------------
</TABLE>    
  * Purchases of Class A shares, which when combined with current holdings of
    Class A shares offered with a sales charge equal or exceed $500,000 in the
    aggregate, will be made at net asset value with no sales charge, but will
    be subject to a CDSC of 1.00% on redemptions made within 12 months.
   
 ** For Class Y shares, "Other expenses" have been estimated because no Class
    Y shares were outstanding for the period ended October 31, 1996. In addi-
    tion, during the period ended October 31, 1996, the Portfolio has earned
    credits from the custodian which reduce service fees incurred. If the
    credits are taken into consideration, the ratios of expenses to average
    net assets for Class A, B and C shares would be 1.82%, 2.56% and 2.50%,
    respectively.     
*** Upon conversion of Class B shares to Class A Shares, such shares will no
    longer be subject to a distribution fee. Class C shares do not have a con-
    version feature and, therefore, are subject to an ongoing distribution
    fee. As a result, long-term shareholders of Class C shares may pay more
    than the economic equivalent of the maximum front-end sales charge permit-
    ted by the National Association of Securities Dealers, Inc.
 
 
                                                                              7
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
   
  Class A shares of the Portfolio purchased through the Smith Barney AssetOneSM
Program will be subject to an annual asset-based fee, payable quarterly, in
lieu of the initial sales charge. The fee will vary to a maximum of 1.50%,
depending on the amount of assets held through the Program. For more informa-
tion, please call your Smith Barney Financial Consultant.     
   
  The sales charge and CDSC set forth in the above table are the maximum
charges imposed on purchases or redemptions of Portfolio shares and investors
may actually pay lower or no charges, depending on the amount purchased and, in
the case of Class B, Class C and certain Class A shares, the length of time the
shares are held and whether the shares are held through the Smith Barney 401(k)
or ExecChoice(TM) Programs. See "Purchase of Shares" and "Redemption of
Shares." Smith Barney receives an annual 12b-1 service fee of 0.25% of the
value of average daily net assets of Class A shares. Smith Barney also receives
with respect to Class B and Class C shares an annual 12b-1 fee of 1.00% of the
value of average daily net assets of the respective Classes, consisting of a
0.75% distribution fee and a 0.25% service fee. "Other expenses" in the above
table include fees for shareholder services, custodial fees, legal and account-
ing fees, printing costs and registration fees.     
 
 EXAMPLE
  The following example is intended to assist an investor in understanding the
various costs that an investor in the Portfolio will bear directly or indirect-
ly. The example assumes payment by the Portfolio of operating expenses at the
levels set forth in the table above. See "Purchase of Shares," "Redemption of
Shares" and "Management of the Fund."
 
<TABLE>   
<CAPTION>
 EUROPEAN PORTFOLIO                     1 YEAR 3 YEARS 5 YEARS 10 YEARS*
------------------------------------------------------------------------
<S>                                     <C>    <C>     <C>     <C>
 An investor would pay the following
 expenses on a $1,000 investment,
 assuming (1) 5.00% annual return and
 (2) redemption at the end of each
 time period:
  Class A                                $ 68   $105    $145     $256
  Class B                                  76    111     148      274
  Class C                                  36     78     134      286
  Class Y                                  16     50      87      190
 An investor would pay the following
 expenses on the same investment,
 assuming the same annual return and
 no redemption:
  Class A                                $ 68   $105    $145     $256
  Class B                                  26     81     138      274
  Class C                                  26     78     134      286
  Class Y                                  16     50      87      190
------------------------------------------------------------------------
</TABLE>    
 
* Ten-year figures assume conversion of Class B shares to Class A shares at the
  end of the eighth year following the date of purchase.
 
8
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
 
  The example also provides a means for the investor to compare expense levels
of funds with different fee structures over varying investment periods. To
facilitate such comparison, all funds are required to utilize a 5.00% annual
return assumption. However, the Portfolio's actual return will vary and may be
greater or less than 5.00%. THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTA-
TION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN.
 
                                                                               9
<PAGE>
 
FINANCIAL HIGHLIGHTS
          
  The following information has been audited by KPMG Peat Marwick LLP, indepen-
dent auditors, whose report thereon appears in the Fund's annual report dated
October 31, 1996. The information set out below should be read in conjunction
with the financial statements and related notes that also appear in the Fund's
Annual Report to Shareholders, which is incorporated by reference into the
Statement of Additional Information.  No information is presented for  Class Y
shares because there were no Class Y shares outstanding during the 
years presented
    

FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING THROUGHOUT 
EACH     YEAR    :

<TABLE>   
<CAPTION>
          
                                    CLASS A SHARES           CLASS B SHARES
                                -------------------------    ----------------
EUROPEAN PORTFOLIO               1996     1995    1994(1)     1996    1995(2)
----------------------------------------------------------------------------
<S>                                 <C>      <C>      <C>        <C>      <C>
NET ASSET VALUE, BEGINNING OF YEAR   $14.67   $12.88  $12.50    $14.56   $12.62
-----------------------------------------------------------------------------
INCOME FROM OPERATIONS:
 Net investment income (loss)(3)     (0.08)    0.07   (0.11)     (0.20)     0.02
 Net realized and unrealized gain     2.79     1.72    0.49        2.77     1.92
--------------------------------------------------------------------------------
Total Income From Operations          2.71     1.79    0.38        2.57     1.94
-------------------------------------------------------------------------------
LESS DISTRIBUTIONS FROM:
 Net investment income            (0.09)      --      --          --       --
 Net realized gains               (0.04)      --      --       (0.04)      --
-------------------------------------------------------------------------------
Total Distributions                 (0.13)      --      --       (0.04)      --
--------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR      $17.25   $14.67  $12.88      $17.09   $14.56
------------------------------------------------------------------------------
TOTAL RETURN(P)                  18.65%   13.90%   3.04%++    17.72%   15.37%++
-------------------------------------------------------------------------------
NET ASSETS, END OF YEAR (000S)    $10,528  $11,870  $5,189     $26,384  $24,825
------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
 Expenses(3)                        1.85%    2.06%   1.34%+      2.59%    3.31%+
 Net investment income (loss)      (0.49)    0.51   (1.12)+     (1.22)    0.26+
------------------------------------------------------------------------------
PORTFOLIO TURNOVER RATE             39%      34%     21%         39%      34%
--------------------------------------------------------------------------------
AVERAGE COMMISSIONS PAID PER
 SHARE ON EQUITY TRANSACTIONS(4)    $0.05    $0.06      --       $0.05    $0.06
-----------------------------------------------------------------------------
</TABLE>    
   
(1)For the period from February 7, 1994 (inception date) to October 31, 1994.
          
(2)For the period from November 7, 1994 (inception date) to October 31, 1995.
          
(3)The Manager waived all or part of its fees for the year ended October 31,
   1995 and the period ended October 31, 1994. In addition, the Manager agreed
   to reimburse the European Portfolio for $10,344 of the Portfolio's expenses
   for the period ended October 31, 1994. If such fees and expenses were not
   waived or reimbursed, the per share effect on net investment loss and the
   expense ratios would have been as follows:     
<TABLE>   
<CAPTION>
                                        EXPENSE RATIOS
              PER SHARE INCREASES     WITHOUT FEE WAIVERS
           TO NET INVESTMENT LOSS   AND CUSTODY CREDITS
           -------------------------------------------------
               1995          1994       1995       1994
           ------------  ------------ ---------  ---------  
  <S>      <C>           <C>          <C>        <C>        
  Class A         $0.01         $0.10      2.09%      2.37%+
  Class B          0.00*           --      3.35+        --
</TABLE>    
    
 In addition, during the years ended October 31, 1996, and October 31, 1995,
 the Portfolio has earned credits from the custodian which reduce service
 fees incurred. If the credits are taken into consideration, the expense
 ratios for Class A would be 1.82% and 2.02%, respectively; and for Class B
 would be 2.56% and 3.26%+, respectively; prior year numbers have not been
 restated to reflect these credits.     
   
(4)As of September 1995, the SEC instituted new guidelines requiring the dis-
   closure of average commissions per share.     
   
 *Amount represents less than $0.01.     
   
 ++Total return is not annualized, as it may not be representative of the total
   return for the year.     
   
 +Annualized.     
   
 (P)Total returns do not reflect applicable sales loads or contingent deferred
   sales charges.     
 
 
10
<PAGE>
 
FINANCIAL HIGHLIGHTS (CONTINUED)
   
FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR:
    
<TABLE>   
<CAPTION>
                                        CLASS C SHARES
                                    ------------------------
EUROPEAN PORTFOLIO                   1996   1995(1)  1994(2)
--------------------------------------------------------------
<S>                                 <C>     <C>      <C>
NET ASSET VALUE, BEGINNING OF YEAR  $14.51  $12.83   $12.48
--------------------------------------------------------------
INCOME FROM OPERATIONS:
 Net investment loss(3)              (0.14)  (0.08)   (0.16)
 Net realized and unrealized gain     2.71    1.76     0.51
--------------------------------------------------------------
Total Income From Operations          2.57    1.68     0.35
--------------------------------------------------------------
LESS DISTRIBUTIONS FROM:
 Net realized gains                  (0.04)     --       --
--------------------------------------------------------------
Total Distributions                  (0.04)     --       --
--------------------------------------------------------------
NET ASSET VALUE, END OF YEAR        $17.04  $14.51   $12.83
--------------------------------------------------------------
TOTAL RETURN(P)                      17.78%  13.09%    2.80%++
--------------------------------------------------------------
NET ASSETS, END OF YEAR (000S)      $2,011  $1,311   $1,607
--------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
 Expenses(3)                          2.52%   2.51%    2.02%+
 Net investment loss                 (1.17)  (0.64)   (1.60)+
--------------------------------------------------------------
PORTFOLIO TURNOVER RATE                 39%     34%      21%
--------------------------------------------------------------
AVERAGE COMMISSIONS PER SHARE
 PAID ON EQUITY TRANSACTIONS(4)      $0.05   $0.06       --
--------------------------------------------------------------
</TABLE>    
   
(1)On November 7, 1994, the former Class B shares were renamed Class C shares.
          
(2)For the period from February 14, 1994 (inception date) to October 31, 1994.
          
(3)The Manager waived all or part of its fees for the year ended October 31,
   1995 and the period ended October 31, 1994. In addition, the Manager agreed
   to reimburse the European Portfolio for $10,344 of the Portfolio's expenses
   for the period ended October 31, 1994. If such fees and expenses were not
   waived or reimbursed, the per share effect on net investment loss and the
   expense ratios would have been as follows:     
 
<TABLE>   
<CAPTION>
                                     EXPENSE RATIOS
             PER SHARE INCREASES   WITHOUT FEE WAIVERS
           TO NET INVESTMENT LOSS  AND CUSTODY CREDITS
           ----------------------------------------------
              1995        1994       1995       1994
           ----------- ----------- ---------  ---------  
  <S>      <C>         <C>         <C>        <C>        
  Class C        $0.01       $0.10      2.54%      3.07%+
</TABLE>    
    
 In addition, during the years ended October 31, 1996, and October 31, 1995,
 the Portfolio has earned credits from the custodian which reduce service
 fees incurred. If the credits are taken into consideration, the expense
 ratios for Class C would be 2.50% and 2.48%, respectively; prior year num-
 bers have not been restated to reflect these credits.     
   
(4)As of September 1995, the SEC instituted new guidelines requiring the dis-
   closure of average commissions per share.     
   
 ++Total return is not annualized, as it may not be representative of the total
   return for the year.     
   
 +Annualized.     
   
 (P)Total returns do not reflect applicable sales loads or contingent deferred
   sales charges.     
 
                                                                              11
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
  The investment objective of the Portfolio is to achieve long-term capital
appreciation by investing primarily in equity securities of issuers based in
countries of Europe. There can be no assurance that the investment objective of
the Portfolio will be achieved.
 
  The Portfolio's investment objective may be changed only by the "vote of a
majority of the outstanding voting securities" as defined in the Investment
Company Act of 1940 (the "1940 Act"). The Portfolio's investment policies are
nonfundamental and, as such, may be changed by the Board of Directors, provided
such change is not prohibited by the investment restrictions (which are set
forth in the Statement of Additional Information) or applicable law, and any
such change will first be disclosed in the then current prospectus.
   
  The Portfolio seeks to achieve its objective by investing primarily in equity
securities (common and preferred stock) of issuers in the countries of Europe
(the "Primary Investment Area"), which includes Western Europe (e.g., France,
Germany, Italy, the Netherlands, Switzerland, United Kingdom) and Eastern
Europe (e.g., the Czech Republic, Hungary, Poland and the countries of the for-
mer Soviet Union). The Manager believes that the Portfolio's objective can best
be achieved by an investment policy based on the identification of countries
and industries with above-average growth rates, the assessment of currency fac-
tors, and the identification of companies in those countries and industries
with potential for above-average growth in earnings. It is a fundamental policy
of the Portfolio to invest, under normal circumstances, at least 65% of its
total assets in a diversified portfolio of equity securities of issuers domi-
ciled in the Primary Investment Area of the Portfolio. The Portfolio will gen-
erally invest its assets broadly among countries and will normally have repre-
sented in the portfolio business activities in not less than three countries in
the Primary Investment Area. Allocation of the Portfolio's investments will
depend upon the relative attractiveness of the markets and particular issuers.
Concentration of the Portfolio's assets in one or a few countries will subject
the Portfolio to greater risks than if the Portfolio's assets were not geo-
graphically concentrated.     
 
  In addition, the Portfolio may invest up to 35% of its total assets in other
kinds of securities, e.g., convertible bonds, warrants, Samurai and Yankee
Bonds, Eurobonds, sponsored and unsponsored American Depository Receipts
("ADRs") and European Depository Receipts ("EDRs"), securities issued by compa-
nies domiciled outside the Primary Investment Area of the Portfolio, including,
but not limited to, Eastern Europe, U.S. and foreign government securities, and
U.S. and non-U.S. money market securities. Money market securities will gener-
ally be held by the Portfolio for temporary defensive purposes. With respect to
certain countries, investments by the Portfolio presently may only be made by
acquiring shares of other investment companies with local governmental author-
ity to invest in those
 
12
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
countries. It is not expected that the income yield of the Portfolio will be
significant.
 
  The Portfolio may also hold cash in U.S. dollars to meet redemption requests
and other expenses and cash in other currencies to meet settlement require-
ments for foreign securities. The Portfolio may engage in currency exchange
transactions with up to 100% of its assets in order to protect against uncer-
tainty in the level of future exchange rates between a particular foreign cur-
rency and the U.S. dollar or between foreign currencies in which the Portfo-
lio's securities are or may be denominated. The Portfolio may conduct its cur-
rency exchange transactions either on a "spot" (i.e., cash) basis at the rate
prevailing in the currency exchange market or through entering into forward
contracts to purchase or sell currencies. The Portfolio's dealings in forward
foreign currency exchange contracts will be limited to hedging involving
either specific transactions or aggregate portfolio positions.
   
  The Portfolio may invest up to 5% of its assets in yen-denominated bonds
sold in Japan by non-Japanese issuers. Such bonds are commonly called "Samurai
Bonds" and correspond to "Yankee Bonds" or dollar-denominated bonds sold in
the United States by non-U.S. issuers. As compared with domestic issues, e.g.,
those of the government of Japan and its agencies, Samurai bond issues nor-
mally carry a higher interest rate but are less actively traded and therefore
may be volatile. Moreover, as with other securities denominated in foreign
currencies, their value is affected by fluctuations in currency exchange
rates. It is the policy of the Portfolio to invest in Samurai bond issues only
after taking into account considerations of quality and liquidity, as well as
yield. These bonds would be of Organization of Economic Cooperation and Devel-
opment governments or would have AAA ratings.     
 
  As a fundamental policy, the Portfolio may borrow money from a bank only as
a temporary measure for emergency or extraordinary purposes in an amount not
exceeding 10% of the value of its total assets, and may invest no more than
15% of its total assets in securities that are illiquid (i.e., trading in the
security is suspended or, in the case of unlisted securities, market makers do
not exist or will not entertain bids or offers). When the Portfolio has bor-
rowed in excess of 5% of the value of its total assets, the Portfolio will not
make further investments. The Portfolio will not invest more than 25% of the
value of its total assets in the securities of issuers engaged in any one
industry (other than the U.S. Government, its agencies and instrumentalities).
The Portfolio will invest no more than 10% of the value of its net assets in
warrants valued at the lower of cost or market. The Portfolio does not cur-
rently intend to engage in trading options or futures contracts but may do so
in the future if determined to be in the Portfolio's best interests by the
Portfolio's Board of Directors. Special considerations associated with the
Portfolio's investments are described below under "Risk Factors and Special
Considerations" and in the Appendix to this Prospectus.
 
                                                                             13
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
 
 ADDITIONAL INVESTMENTS
  Short-Term Investments. As noted above, in certain circumstances the Portfo-
lio may invest without limitation in short-term money market instruments, such
as U.S. Government securities; certificates of deposit, time deposits and
bankers' acceptances issued by domestic banks (including their branches
located outside the United States and subsidiaries located in Canada), domes-
tic branches of foreign banks, savings and loan associations and similar
institutions; high grade commercial paper; and repurchase agreements. To the
extent the Portfolio is investing in short-term investments as a temporary
defensive posture, the Portfolio's investment objective may not be achieved.
 
  U.S. Government Securities. The U.S. Government securities in which the
Portfolio may invest include: bills, certificates of indebtedness, and notes
and bonds issued by the U.S. Treasury or by agencies or instrumentalities of
the U.S. Government. Some U.S. Government securities, such as U.S. Treasury
bills and bonds, are supported by the full faith and credit of the U.S. Trea-
sury; others are supported by the right of the issuer to borrow from the U.S.
Treasury; others, such as those of the Federal National Mortgage Association,
are supported by the discretionary authority of the U.S. Government to pur-
chase the agency's obligations; still others, such as those of the Student
Loan Marketing Association and the Federal Home Loan Mortgage Corporation
("FHLMC"), are supported only by the credit of the instrumentality. Mortgage
participation certificates issued by the FHLMC generally represent ownership
interests in a pool of fixed-rate conventional mortgages. Timely payment of
principal and interest on these certificates is guaranteed solely by the
issuer of the certificates. Other investments will include Government National
Mortgage Association Certificates ("GNMA Certificates"), which are mortgage-
backed securities representing part ownership of a pool of mortgage loans on
which timely payment of interest and principal is guaranteed by the full faith
and credit of the U.S. Government. While the U.S. Government guarantees the
payment of principal and interest on GNMA Certificates, the market value of
the securities is not guaranteed and will fluctuate.
 
  Reverse Repurchase Agreements. The Portfolio may invest up to 5% of its
assets in reverse repurchase agreements. Reverse repurchase agreements are
considered to be borrowings by the Portfolio and involve the sale of portfolio
securities with an agreement to repurchase the securities at an agreed-upon
price, date and interest payment.
 
  Hedging Transactions. The Portfolio may also enter into various types of
securities, index and currency futures, options and related contracts and
interest rate swaps, caps and floors in order to hedge the existing or antici-
pated value of its portfolio securities. See the Statement of Additional
Information for further information about these techniques.
 
14
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
 
  Lending of Portfolio Securities. From time to time, the Portfolio may lend
its portfolio securities to brokers, dealers and other financial organiza-
tions. These loans may not exceed 33 1/3% of the Portfolio's total assets
taken at value. Loans of portfolio securities by the Portfolio will be collat-
eralized by cash, letters of credit or U.S. Government securities, which are
maintained at all times in an amount equal to at least 100% of the current
market value of the loaned securities. By lending its portfolio securities,
the Portfolio will seek to generate income by continuing to receive interest
on the loaned securities, by investing the cash collateral in short-term
instruments or by obtaining yield in the form of interest paid by the borrower
when U.S. Government securities are used as collateral. The risks in lending
portfolio securities, as with other extensions of secured credit, consist of
possible delays 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 the investment adviser
to be of good standing and will not be made unless, in the judgment of the
investment adviser, the consideration to be earned from such loans would jus-
tify the risk.
 
 PORTFOLIO TRANSACTIONS AND TURNOVER
  All orders for transactions in securities and options on behalf of the Port-
folio are placed by the investment manager with broker/dealers that the
investment manager selects, including Smith Barney and other affiliated bro-
kers. Brokerage will be allocated to Smith Barney, to the extent and in the
manner permitted by applicable law, provided that, in the judgment of the
Board of Directors of the Fund, the commission, fee or other remuneration
received or to be received by Smith Barney (or any broker/dealer affiliate of
Smith Barney that is also a member of a securities exchange) is reasonable and
fair compared to the commission, fee or other remuneration received by other
brokers in connection with comparable transactions involving similar securi-
ties being purchased or sold on a securities exchange during the same or com-
parable period of time. In all trades directed to Smith Barney, the Fund has
been assured that its orders will be accorded priority over those received
from Smith Barney for its own account or for any of its directors, officers or
employees. The Fund will not deal with Smith Barney in any transaction in
which Smith Barney acts as principal.
 
  Under certain market conditions, the Portfolio may experience high portfolio
turnover as a result of its investment strategies. For example, the exercise
of a substantial number of options written by the Portfolio and the purchase
or sale of securities by the Portfolio in anticipation of a rise or decline in
interest rates could result in high portfolio turnover. Short-term gains real-
ized from portfolio transactions are taxable to shareholders as ordinary
income. In addition, higher portfolio turnover rates can result in correspond-
ing increases in brokerage commissions for the Portfolio. The annual portfolio
turnover rate for the Portfolio may vary significantly from year to year, but
it is generally not expected to exceed 75%. The
 
                                                                             15
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
   
Portfolio will not consider portfolio turnover rate a limiting factor in making
investment decisions consistent with its respective objectives and policies.
See "Financial Highlights" for the Portfolio's annual turnover rate during each
year since inception.     
 
 RISK FACTORS AND SPECIAL CONSIDERATIONS
   
  Investors should realize that risk of loss is inherent in the ownership of
any securities and that the Portfolio's net asset value will fluctuate reflect-
ing fluctuations in the market value of its portfolio positions. In addition,
concentration of the Portfolio's assets in one or a few countries will subject
the Portfolio to greater risks than if the Portfolio's assets were not geo-
graphically concentrated.     
 
  Foreign Securities. There are certain risks involved in investing in securi-
ties of companies and governments of foreign nations which are in addition to
the usual risks inherent in domestic investments. These risks include those
resulting from revaluation of currencies, future adverse political and economic
developments and the possible imposition of currency exchange blockages or
other foreign governmental laws or restrictions, reduced availability of public
information concerning issuers and the lack of uniform accounting, auditing and
financial reporting standards or of other regulatory practices and requirements
comparable to those applicable to domestic companies. The yield of the Portfo-
lio may be adversely affected by fluctuations in value of one or more foreign
currencies relative to the U.S. dollar. Moreover, securities of many foreign
companies and their markets may be less liquid and their prices more volatile
than those of securities of comparable domestic companies. In addition, with
respect to certain foreign countries, there is the possibility of expropria-
tion, nationalization, confiscatory taxation and limitations on the use or
removal of funds or other assets of the Portfolio, including the withholding of
dividends. Foreign securities may be subject to foreign government taxes that
could reduce the yield on such securities. Because the Portfolio will invest in
securities denominated or quoted in currencies other than the U.S. dollar,
changes in foreign currency exchange rates may adversely affect the value of
portfolio securities and the appreciation or depreciation of investments.
Investments in foreign securities also may result in higher expenses due to the
cost of converting foreign currency to U.S. dollars, the payment of fixed bro-
kerage commissions on foreign exchanges, which generally are higher than com-
missions on domestic exchanges, and the expense of maintaining securities with
foreign custodians, and the imposition of transfer taxes or transaction charges
associated with foreign exchanges. Finally, investments in unsponsored ADR's
may entail certain risks and costs not encountered by investments in sponsored
ADR's.
 
  Securities of Developing Countries. A developing country generally is consid-
ered to be a country that is in the initial stages of its industrialization
cycle. Investing in the equity and fixed-income markets of developing countries
involves
 
16
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
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 devel-
oping 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 the Portfolio'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 expro-
priated a large amount of property. The claims of many property owners against
those of governments were never finally settled. There can be no assurance that
any investments that the Portfolio 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 Portfolio could lose its entire investment in the
market involved. Moreover, changes in the leadership of policies of such mar-
kets could halt the expansion or reverse the liberalization of foreign invest-
ment policies now occurring in certain of these markets and adversely affect
existing investment opportunities.     
 
VALUATION OF SHARES
 
 
  The Portfolio's net asset value per share is determined as of the close of
regular trading on the NYSE, on each day that the NYSE is open, by dividing the
value of the Portfolio's net assets attributable to each Class by the total
number of shares of the Class outstanding.
 
  Securities owned by the Portfolio for which market quotations are readily
available are valued at current market value or, in their absence, at fair val-
ue. Securities traded on an exchange are valued at last sales prices on the
principal exchange on which each such security is traded, or if there were no
sales on that exchange on the valuation date, the last quoted sale, up to the
time of valuation, on the other exchanges. If instead there were no sales on
the valuation date with respect to these securities, such securities are valued
at the mean of the latest published closing bid and asked prices. Over-the-
counter securities are valued at last sales price or, if there were no sales
that day, at the mean between the bid and asked prices. Options, futures con-
tracts and options thereon that are traded on exchanges are also valued at last
sales prices as of the close of the principal exchange on which each is listed
or if there were no such sales on the valuation date, the last quoted sale, up
to the time of valuation, on the other exchanges. In the absence of any sales
on the valuation date, valuation shall be the mean of the latest closing bid
and asked prices. Securities with a remaining maturity of 60 days or less are
valued at amortized cost where the Board of Directors has determined that amor-
tized cost is fair value.
 
                                                                              17
<PAGE>
 
VALUATION OF SHARES (CONTINUED)
Premiums received on the sale of call options will be included in the Portfo-
lio's net assets, and current market value of such options sold by the Portfo-
lio will be subtracted from the Portfolio's net assets. Any other investments
of the Portfolio, including restricted securities and listed securities for
which there is a thin market or that trade infrequently (i.e., securities for
which prices are not readily available), are valued at a fair value determined
by the Board of Directors in good faith. This value generally is determined as
the amount that the Portfolio could reasonably expect to receive from an
orderly disposition of these assets over a reasonable period of time but in no
event more than seven days. The value of any security or commodity denominated
in a currency other than U.S. dollars will be converted into U.S. dollars at
the prevailing market rate as determined by the investment adviser.
 
  Foreign securities trading may not take place on all days on which the NYSE
is open. Further, trading takes place in various foreign markets on days on
which the NYSE is not open. Accordingly, the determination of the net asset
value of the Portfolio may not take place contemporaneously with the determina-
tion of the prices of investments held by such Portfolio. Events affecting the
values of investments that occur between the time their prices are determined
and 4:00 P.M. on each day that the NYSE is open will not be reflected in the
Portfolio's net asset value unless the investment adviser, under the supervi-
sion of the Fund's Board of Directors, determines that the particular event
would materially affect net asset value. As a result, the Portfolio's net asset
value may be significantly affected by such trading on days when a shareholder
has no access to the Portfolio.
 
DIVIDENDS, DISTRIBUTIONS AND TAXES
 
 
 DIVIDENDS AND DISTRIBUTIONS
  The Fund declares and pays income dividends at least annually on shares of
the Portfolio and makes annual distributions of capital gains, if any, on such
shares.
 
  If a shareholder does not otherwise instruct, dividends and capital gain dis-
tributions will be reinvested automatically in additional shares of the same
Class at net asset value, subject to no sales charge or CDSC.
 
  Income dividends and capital gain distributions that are invested are cred-
ited to shareholders' accounts in additional shares at the net asset value as
of the close of business on the payment date. A shareholder may change the
option at any time by notifying his or her Smith Barney Financial Consultant.
Accounts held directly by First Data should notify First Data in writing at
least five business days prior to the payment date to permit the change to be
entered in the shareholder's account.
 
  The per share dividends on Class B and Class C shares of the Portfolio may be
lower than the per share dividends on Class A and Class Y shares principally as
a
 
18
<PAGE>
 
DIVIDENDS, DISTRIBUTIONS AND TAXES (CONTINUED)
result of the distribution fee applicable with respect to Class B and Class C
shares. The per share dividends on Class A shares of the Portfolio may be lower
than the per share dividends on Class Y shares principally as a result of the
service fee applicable to Class A shares. Distributions of capital gains, if
any, will be in the same amount for Class A, Class B, Class C and Class Y
shares.
 
 TAXES
  The Portfolio intends to qualify as a regulated investment company under
Subchapter M of the Code to be relieved of Federal income tax on that part of
its net investment income and realized capital gains which it pays out to its
shareholders. To qualify, the Portfolio must meet certain tests, including dis-
tributing at least 90% of its investment company taxable income, and deriving
less than 30% of its gross income from the sale or other disposition of certain
investments held for less than three months.
 
  Dividends from net investment income and distributions of realized short-term
capital gains on the sale of securities, whether paid in cash or automatically
invested in additional shares of the Portfolio, are taxable to shareholders as
ordinary income. The Portfolio's dividends will not qualify for the dividends
received deduction for corporations. Dividends and distributions declared by
the Portfolio may also be subject to state and local taxes. Distributions out
of net long-term capital gains (i.e., net long-term capital gains in excess of
net short-term capital losses) are taxable to shareholders as long-term capital
gains. Information as to the tax status of dividends paid or deemed paid in
each calendar year will be mailed to shareholders as early in the succeeding
year as practical but not later than January 31.
 
  Income received by the Portfolio from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries. Tax conven-
tions between certain countries and the United States may reduce or eliminate
such taxes. It is impossible to determine the rate of foreign tax in advance
since the amount of the Portfolio's assets to be invested in various countries
is not known. Such foreign taxes would reduce the income of the Portfolio dis-
tributed to shareholders.
 
  If, at the end of the Portfolio's taxable year, more than 50% of the value of
the Portfolio's total assets consist of stock or securities of foreign corpora-
tions, the Portfolio may make an election pursuant to which foreign income
taxes paid by it will be treated as paid directly by its shareholders. The
Portfolio will make this election only if it deems the election to be in the
best interests of shareholders, and will notify shareholders in writing each
year if it makes the election and the amount of foreign taxes to be treated as
paid by the shareholders. If the Portfolio makes such an election, the amount
of such foreign taxes would be included in the income of shareholders, and a
shareholder other than a foreign corporation or non-resident alien individual
could claim either a credit or, provided the shareholder itemizes
 
                                                                              19
<PAGE>
 
DIVIDENDS, DISTRIBUTIONS AND TAXES (CONTINUED)
deductions, a deduction for U.S. federal income tax purposes for such foreign
taxes. Shareholders who choose to utilize a credit (rather than a deduction)
for foreign taxes will be subject to the limitation that the credit may not
exceed the shareholders' U.S. tax (determined without regard to the availabil-
ity of the credit) attributable to their total foreign source taxable income.
For this purpose, the portion of dividends and distributions paid by the Port-
folio from its foreign source income will be treated as foreign source income.
The Portfolio's gains and losses from the sale of securities and from certain
foreign currency gains and losses will generally be treated as derived from
U.S. sources. The limitation on the foreign tax credit is applied separately
to foreign source "passive income," such as the portion of dividends received
from the Portfolio that qualifies as foreign source income. In addition, the
foreign tax credit is allowed to offset only 90% of the alternative minimum
tax imposed on corporations and individuals. Because of these limitations,
shareholders may be unable to claim a credit for the full amount of their pro-
portionate share of the foreign income taxes paid by the Portfolio.
 
  In determining gain or loss, a shareholder who redeems or exchanges shares
in the Portfolio within 90 days of the acquisition of such shares will not be
entitled to include in tax basis the sales charges incurred in acquiring such
shares to the extent of any subsequent reduction in sales charges for invest-
ing in the Portfolio or a different Portfolio of the Fund, such as pursuant to
the rights discussed in "Exchange Privilege."
 
  The Fund is required to withhold and remit to the U.S. Treasury 31% of divi-
dends, distributions and redemption proceeds to shareholders who fail to pro-
vide a correct taxpayer identification number (the Social Security number in
the case of an individual) or to make the required certifications, or who have
been notified by the Internal Revenue Service that they are subject to backup
withholding and who are not otherwise exempt. The 31% withholding tax is not
an additional tax, but is creditable against a shareholder's federal income
tax liability.
 
  Prior to investing in shares of the Portfolio, investors should consult with
their tax advisors concerning the federal, state and local tax consequences of
such an investment.
 
PURCHASE OF SHARES
 
 
 GENERAL
  The Portfolio offers four Classes of shares. Class A shares are sold to
investors with an initial sales charge and Class B and Class C shares are sold
without an initial sales charge but are subject to a CDSC payable upon certain
redemptions. Class Y shares are sold without an initial sales charge or CDSC
and are available only to investors investing a minimum of $5,000,000 (except
for purchases of
 
20
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
Class Y shares by Smith Barney Concert    Allocation     Series Inc., 
for which there is no minimum purchase amount). 
See "Prospectus Summary--Alternative Purchase Arrange-
ments" for a discussion of factors to consider in selecting which Class of
shares to purchase.
 
  Purchases of Portfolio shares must be made through a brokerage account main-
tained with Smith Barney, an Introducing Broker or an investment dealer in the
selling group. In addition, certain investors, including qualified retirement
plans and certain other institutional investors may purchase shares directly
from the Fund through First Data. When purchasing shares of the Portfolio,
investors must specify whether the purchase is for Class A, Class B, Class C
or Class Y shares. No maintenance fee will be charged by the Fund in connec-
tion with a brokerage account through which an investor purchases or holds
shares.
   
  Investors in Class A, Class B and Class C shares may open an account by mak-
ing an initial investment of at least $1,000 for each account, or $250 for an
IRA or a Self-Employed Retirement Plan in the Portfolio. Investors in Class Y
shares may open an account by making an initial investment of $5,000,000. Sub-
sequent investments of at least $50 may be made for all Classes. For partici-
pants in retirement plans qualified under Section 403(b)(7) or Section 401(a)
of the Code, the minimum initial investment requirement for Class A, Class B
and Class C shares and the subsequent investment requirement for all Classes
in the Portfolio is $25. For shareholders purchasing shares of the Portfolio
through the Systematic Investment Plan on a monthly basis, the minimum initial
investment requirement for Class A, Class B and Class C shares and the subse-
quent investment requirement for all Classes is $25. For shareholders purchas-
ing shares of the Portfolio through the Systematic Investment Plan on a quar-
terly basis, the minimum initial investment requirement for Class A, Class B
and Class C shares and the subsequent investment requirement for all Classes
is $50. There are no minimum investment requirements in Class A shares for
employees of Travelers and its subsidiaries, including 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 its shares and to suspend the offering of shares from
time to time. Shares purchased will be held in the shareholder's account by
the Fund's transfer agent, First Data. Share certificates are issued only upon
a shareholder's written request to First Data.     
 
  Purchase orders received by the Fund or Smith Barney prior to the close of
regular trading on the NYSE, on any day the Portfolio 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 Portfolio calculates its
net asset value, are priced according to the net asset value determined on
that day, provided the order is received by the Fund or Smith Barney prior to
Smith Barney's close of
 
                                                                             21
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
business. For shares purchased through Smith Barney or Introducing Brokers
purchasing through Smith Barney, payment for Portfolio shares is due on the
third business day (the "settlement date") after the trade date. In all other
cases, payment must be made with the purchase order.
 
 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, Smith Barney or First Data 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 insti-
tution indicated by the shareholder to provide systematic additions to the
shareholder's Portfolio account. A shareholder who has insufficient funds to
complete the transfer will be charged a fee of up to $25 by Smith Barney or
First Data. The Systematic Investment Plan also authorizes Smith Barney to
apply cash held in the shareholder's 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 Smith
Barney Financial Consultant.     
 
 INITIAL SALES CHARGE ALTERNATIVE--CLASS A SHARES
  The sales charges applicable to purchases of Class A shares of the Portfolio
are as follows:
 
<TABLE>
<CAPTION>
                                  SALES CHARGE
                         ------------------------------
                                                             DEALERS'
                              % OF           % OF       REALLOWANCE AS % OF
  AMOUNT OF INVESTMENT   OFFERING PRICE AMOUNT INVESTED   OFFERING PRICE
---------------------------------------------------------------------------
  <S>                    <C>            <C>             <C>
  Less than $25,000           5.00%          5.26%             4.50%
  $ 25,000 - 49,999           4.00           4.17              3.60
    50,000 - 99,999           3.50           3.63              3.15
   100,000 - 249,999          3.00           3.09              2.70
   250,000 - 499,999          2.00           2.04              1.80
   500,000 and over              *              *                 *
---------------------------------------------------------------------------
</TABLE>
* Purchases of Class A shares, which when combined with current holdings of
  Class A shares offered with a sales charge equal or exceed $500,000 in the
  aggregate, will be made at net asset value without any initial sales charge,
  but will be subject to a CDSC of 1.00% on redemptions made within 12 months
  of purchase. The CDSC on Class A shares is payable to Smith Barney, which
  compensates Smith Barney Financial Consultants and other dealers whose
  clients make purchases of $500,000 or more. The CDSC is waived in the same
  circumstances in which the CDSC applicable to Class B and Class C shares is
  waived. See "Deferred Sales Charge Alternatives" and "Waivers of CDSC."
 
  Members of the selling group may receive up to 90% of the sales charge and
may be deemed to be underwriters of the Fund as defined in the Securities Act
of 1933, as amended.
 
  The reduced sales charges shown above apply to the aggregate of purchases of
Class A shares of the Portfolio made at one time by "any person," which
includes
 
22
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
an individual, his or her spouse and children, or a trustee or other fiduciary
of a single trust estate or single fiduciary account. The reduced sales charge
minimums may also be met by aggregating the purchase with the net asset value
of all Class A shares offered with a sales charge held in funds sponsored by
Smith Barney listed under "Exchange Privilege."
 
 INITIAL SALES CHARGE WAIVERS
   
  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 Travelers and its subsidiaries and any of 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 per-
sons 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 com-
pany with the Portfolio by merger, acquisition of assets or otherwise; (c) pur-
chases of Class A shares by any client of a newly employed Smith Barney Finan-
cial Consultant (for a period up to 90 days from the commencement of the Finan-
cial Consultant's employment with 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 Financial Consultant's prior employ-
er, (ii) was sold to the client by the Financial Consultant and (iii) was sub-
ject to a sales charge; (d) shareholders who have redeemed Class A shares in
the Portfolio (or Class A shares of another fund of the Smith Barney Mutual
Funds that are sold with a maximum 5.00% sales charge) and who wish to reinvest
their redemption proceeds in the Portfolio, provided the reinvestment is made
within 60 calendar days of the redemption; (e) accounts managed by registered
investment advisory subsidiaries of Travelers; (f) direct rollovers by plan
participants of distributions from a 401(k) plan offered to employees of Trav-
elers or its subsidiaries or a 401(k) plan enrolled in the 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; and (h) purchases by investors participating in a
Smith Barney fee-based arrangement. In order to obtain such discounts, the pur-
chaser 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 Portfolio may be purchased by "any person" (as defined
above) at a reduced sales charge or at net asset value determined by aggregat-
ing the dollar amount of the new purchase and the total net asset value of all
Class A
 
                                                                              23
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
shares of the Portfolio and of funds sponsored by 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.
 
 GROUP PURCHASES
  Upon completion of certain automated systems, a reduced sales charge or pur-
chase at net asset value will also be available to employees (and partners) of
the same employer purchasing as a group, provided each participant makes the
minimum initial investment required. The sales charge applicable to purchases
by each member of such a group will be determined by the table set forth above
under "Initial Sales Charge Alternative--Class A Shares", and will be based
upon the aggregate sales of Class A shares of Smith Barney Mutual Funds offered
with a sales charge to, and share holdings of, all members of the group. To be
eligible for such reduced sales charges or to purchase at net asset value, all
purchases must be pursuant to an employer- or partnership-sanctioned plan meet-
ing certain requirements. One such requirement is that the plan must be open to
specified partners or employees of the employer and its subsidiaries, if any.
Such plan may, but is not required to, provide for payroll deductions, IRAs or
investments pursuant to retirement plans under Sections 401 or 408 of the Code.
Smith Barney may also offer a reduced sales charge or net asset value purchase
for aggregating related fiduciary accounts under such conditions that Smith
Barney will realize economies of sales efforts and sales related expenses. An
individual who is a member of a qualified group may also purchase Class A
shares at the reduced sales charge applicable to the group as a whole. The
sales charge is based upon the aggregate dollar value of Class A shares offered
with a sales charge that have been previously purchased and are still owned by
the group, plus the amount of the current purchase. A "qualified group" is one
which (a) has been in existence for more than six months, (b) has a purpose
other than acquiring Portfolio shares at a discount and (c) satisfies uniform
criteria which enable Smith Barney to realize economies of scale in its costs
of distributing shares. A qualified group must have more than 10 members, must
be available to arrange for group meetings between representatives of the Port-
folio and the members, and must agree to include sales and other materials
related to the Portfolio in its publications and mailings to members at no cost
to Smith Barney. In order to obtain such reduced sales charge or to purchase at
net asset value, the purchaser must provide sufficient information at the time
of purchase to permit verification that the purchase qualifies for the reduced
sales charge. Approval of group purchase reduced sales charge plans is subject
to the discretion of Smith Barney.
 
24
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
 
 LETTER OF INTENT
  Class A Shares. A Letter of Intent for amounts of $50,000 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 pur-
chases of all Class A shares of the Portfolio 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 Smith Barney Financial Consultant or First Data to obtain a Letter
of Intent application.
 
  Class Y Shares. A Letter of Intent may also be used as a way for investors
to meet the minimum investment requirement for Class Y shares. Such investors
must make an initial minimum purchase of $1,000,000 in Class Y shares of the
Portfolio and agree to purchase a total of $5,000,000 of Class Y shares of the
same Portfolio within six months from the date of the Letter. If a total
investment of $5,000,000 is not made within the six-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 Portfolio's Class A shares, which may include a CDSC of
1.00%. Please contact a Smith Barney Financial Consultant or First Data for
further information.
 
 DEFERRED SALES CHARGE ALTERNATIVES
  CDSC 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 Portfolio. A CDSC, however, may be imposed on cer-
tain redemptions of these shares. "CDSC Shares" are: (a) Class B shares;
(b) Class C shares; and (c) Class A shares which when combined with Class A
shares offered with a sales charge currently held by an investor equal or
exceed $500,000 in the aggregate.
 
  Any applicable CDSC 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. CDSC Shares that are redeemed will not be subject to a
CDSC to the extent that the value of such shares represents: (a) capital
appreciation of Portfolio assets; (b) reinvestment of dividends or capital
gain distributions; (c) with respect
 
                                                                             25
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
to Class B shares, shares redeemed more than five years after their purchase;
or (d) with respect to Class C shares and Class A shares that are CDSC Shares,
shares redeemed more than 12 months after their purchase.
   
  Class C shares and Class A shares that are CDSC Shares are subject to a 1.00%
CDSC if redeemed within 12 months of purchase. In circumstances in which the
CDSC 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
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 Smith Barney 401(k) Program, as described below.
See "Purchase of Shares--Smith Barney 401(k) and ExecChoice(TM) Programs."     
 
<TABLE>   
<CAPTION>
      YEAR SINCE PURCHASE
      PAYMENT WAS MADE      CDSC
---------------------------------
      <S>                   <C>
      First                 5.00%
      Second                4.00
      Third                 3.00
      Fourth                2.00
      Fifth                 1.00
      Sixth and thereafter  0.00
---------------------------------
</TABLE>    
 
  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 pro-
portion 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. Shareholders who held Class B shares of Smith Barney Shearson
Short-Term World Income Fund (the "Short-Term World Income Fund") on July 15,
1994 and who subsequently exchange those shares for Class B shares of the Port-
folio will be offered the opportunity to exchange all such Class B shares for
Class A shares of the Portfolio four years after the date on which those shares
were deemed to have been purchased. Holders of such Class B shares will be
notified of the pending exchange in writing approximately 30 days before the
fourth anniversary of the purchase date and, unless the exchange has been
rejected in writing, the exchange will occur on or about the fourth anniversary
date. See "Prospectus Summary--Alternative Purchase Arrangements--Class B
Shares Conversion Feature."
 
  In determining the applicability of any CDSC, it will be assumed that a
redemption is made first of shares representing capital appreciation, next of
shares repre-
 
26
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
senting 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 CDSC Shares acquired through an exchange have
been held will be calculated from the date that the shares exchanged were ini-
tially acquired in one of the other Smith Barney Mutual Funds, and Portfolio
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 CDSC will
reduce the gain or increase the loss, as the case may be, on the amount real-
ized on redemption. The amount of any CDSC will be paid to Smith Barney.
 
  To provide an example, assume an investor purchased 100 Class B shares at
$10 per share for a cost of $1,000. Subsequently, the investor acquired 5
additional shares through dividend reinvestment. During the fifteenth month
after the purchase, the investor decided to redeem $500 of his or her invest-
ment. Assuming at the time of the redemption the net asset value had appreci-
ated to $12 per share, the value of the investor's shares would be $1,260 (105
shares at $12 per share). The CDSC 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 CDSC
   
  The CDSC 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 com-
mences (see "Automatic Cash Withdrawal Plan") (provided, however, that auto-
matic 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) redemp-
tion 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 a combination of the Portfolio with
any investment company by merger, acquisition of assets or otherwise. In addi-
tion, a shareholder who has redeemed shares from other funds of the Smith Bar-
ney Mutual Funds may, under certain circumstances, reinvest all or part of the
redemption proceeds within 60 days and receive pro rata credit for any CDSC
imposed on the prior redemption.     
 
  CDSC waivers will be granted subject to confirmation (by Smith Barney in the
case of shareholders who are also Smith Barney clients or by First Data in the
case of all other shareholders) of the shareholder's status or holdings, as
the case may be.
 
                                                                             27
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
          
 SMITH BARNEY 401(k) AND EXECCHOICE(TM) PROGRAMS     
   
  Investors may be eligible to participate in the Smith Barney 401(k) Program
or the Smith Barney ExecChoice(TM) Program. To the extent applicable, the same
terms and conditions, which are outlined below, are offered to all plans par-
ticipating ("Participating Plans") in these programs.     
   
  The Portfolio offers to Participating Plans Class A and Class C shares as
investment alternatives under the Smith Barney 401(k) and ExecChoice(TM) Pro-
grams. Class A and Class C shares acquired through the Participating Plans are
subject to the same service and/or distribution fees as the Class A and Class C
shares acquired by other investors; however, they are not subject to any ini-
tial sales charge or CDSC. Once a Participating Plan has made an initial
investment in the Portfolio, all of its subsequent investments in the Portfolio
must be in the same Class of shares, except as otherwise described below.     
   
  Class A Shares. Class A shares of the Portfolio are offered without any sales
charge or CDSC to any Participating Plan that purchases $1,000,000 or more of
Class A shares of one or more funds of the Smith Barney Mutual Funds.     
   
  Class C Shares. Class C shares of the Portfolio are offered without any sales
charge or CDSC to any Participating Plan that purchases less than $1,000,000 of
Class C shares of one or more funds of the Smith Barney Mutual Funds.     
   
  401(k) and ExecChoice(TM) Plans Opened On or After June 21, 1996. If, at the
end of the fifth year after the date the Participating Plan enrolled in the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program, a Par-
ticipating Plan's total Class C 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 C shares for Class A shares of the
Portfolio. (For Participating Plans that were originally established through a
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.     
   
  401(k) Plans Opened Prior to June 21, 1996. In any year after the date a Par-
ticipating Plan enrolled in the Smith Barney 401(k) Program, if its total Class
C 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 C shares for Class A shares of the
Portfolio. Such Plans will be notified in writing within 30 days after the last
business day     
 
28
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
   
of the calendar year and, unless the exchange offer has been rejected in writ-
ing, the exchange will occur on or about the last business day of the following
March.     
   
  Any Participating Plan in the Smith Barney 401(k) or ExecChoice(TM) Program,
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 C shares for Class A shares of the Portfolio regardless of
asset size, at the end of the eighth year after the date the Participating Plan
enrolled in the Smith Barney 401(k) or ExecChoice(TM) Program. 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 C shares of the Portfolio but instead may acquire
Class A shares of the Portfolio. Any Class C shares not converted will continue
to be subject to the distribution fee.     
   
  Participating Plans wishing to acquire shares of the Portfolio through the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program must
purchase such shares directly from the Transfer Agent. For further information
regarding these Programs, investors should contact a Smith Barney Financial
Consultant.     
   
  Existing 401(k) Plans Investing in Class B Shares: Class B shares of the
Portfolio 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 CDSC 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
Portfolio. 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
of the Portfolio but instead may acquire Class A shares of the Portfolio. 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 con-
version feature as Class B shares held by other investors. See "Purchase of
Shares--Deferred Sales Charge Alternatives."     
   
  No CDSC 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     
 
                                                                              29
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
   
the shares purchased through reinvestment of dividends or capital gain distri-
butions, 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 CDSC 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 applica-
bility of the CDSC 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 CDSC 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 termina-
tion 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
59 1/2 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 Par-
ticipating Plan to an employee.     
       
EXCHANGE PRIVILEGE
   
  Except as otherwise noted below, shares of each Class may be exchanged for
shares of the same Class in the following funds of the 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 C shares are subject to min-
imum investment requirements and all shares are subject to the other require-
ments of the fund into which exchanges are made.     
 
 FUND NAME
 Growth Funds
    Smith Barney Aggressive Growth Fund Inc.
    Smith Barney Appreciation Fund Inc.
    Smith Barney Fundamental Value Fund Inc.
    Smith Barney Growth Opportunity Fund
    Smith Barney Managed Growth Fund
    Smith Barney Natural Resources Fund Inc.
    Smith Barney Special Equities Fund
           
 Growth and Income Funds
       
    Concert Social Awareness Fund     
    Smith Barney Convertible Fund
    Smith Barney Funds, Inc.--Equity Income Portfolio
    Smith Barney Growth and Income Fund
 
30
<PAGE>
 
EXCHANGE PRIVILEGE (CONTINUED)
    Smith Barney Premium Total Return Fund
           
    Smith Barney Utilities Fund
 
 Taxable Fixed-Income Funds
    **Smith Barney Adjustable Rate Government Income Fund
    Smith Barney Diversified Strategic Income Fund
           
    +++Smith Barney Funds, Inc.--Short-Term U.S. Treasury Securities
    Portfolio
    Smith Barney Funds, Inc.--U.S. Government Securities Portfolio
    Smith Barney Government Securities Fund
    Smith Barney High Income Fund
    Smith Barney Investment Grade Bond Fund
    Smith Barney Managed Governments Fund Inc.
 
 Tax-Exempt Funds
    Smith Barney Arizona Municipals Fund Inc.
    Smith Barney California Municipals Fund Inc.
    *Smith Barney Intermediate Maturity California Municipals Fund
    *Smith Barney Intermediate Maturity New York Municipals Fund
    Smith Barney Managed Municipals Fund Inc.
    Smith Barney Massachusetts Municipals Fund
           
    Smith Barney Muni Funds--Florida Portfolio
    Smith Barney Muni Funds--Georgia Portfolio
    *Smith Barney Muni Funds--Limited Term Portfolio
    Smith Barney Muni Funds--National Portfolio
    Smith Barney Muni Funds--New York Portfolio
           
    Smith Barney Muni Funds--Pennsylvania Portfolio
    Smith Barney New Jersey Municipals Fund Inc.
    Smith Barney Oregon Municipals Fund
    Smith Barney Tax-Exempt Income Fund
 
 International Funds
    Smith Barney World Funds, Inc.--Emerging Markets Portfolio
    Smith Barney World Funds, Inc.--Global Government Bond Portfolio
    Smith Barney World Funds, Inc.--International Balanced Portfolio
    Smith Barney World Funds, Inc.--International Equity Portfolio
    Smith Barney World Funds, Inc.--Pacific Portfolio
 
 Smith Barney Concert    Allocation     Series Inc.
       
    Smith Barney Concert Allocation Series Inc.--Balanced Portfolio     
       
    Smith Barney Concert Allocation Series Inc.--Conservative Portfolio     
       
    Smith Barney Concert Allocation Series Inc.--Growth Portfolio     
    Smith Barney Concert    Allocation     Series Inc.--High Growth Portfolio
           
           
           
    Smith Barney Concert    Allocation     Series Inc.--Income Portfolio
 
                                                                              31
<PAGE>
 
EXCHANGE PRIVILEGE (CONTINUED)
 
 Money Market Funds
    +Smith Barney Exchange Reserve Fund
    ++Smith Barney Money Funds, Inc.--Cash Portfolio
    ++Smith Barney Money Funds, Inc.--Government Portfolio
    ***Smith Barney Money Funds, Inc.--Retirement Portfolio
    +++Smith Barney Municipal Money Market Fund, Inc.
    +++Smith Barney Muni Funds--California Money Market Portfolio
    +++Smith Barney Muni Funds--New York Money Market Portfolio
-------------------------------------------------------------------------------
  *Available for exchange with Class A, Class C and Class Y shares of the
   Portfolio.
 **Available for exchange with Class A, Class B and Class Y shares of the
   Portfolio. In addition, shareholders who own Class C shares of the
   Portfolio through the Smith Barney 401(k) Program may exchange those shares
   for Class C shares of this fund.
***Available for exchange with Class A shares of the Portfolio.
  +Available for exchange with Class B and Class C shares of the Portfolio.
   
 ++Available for exchange with Class A and Class Y shares of the Portfolio. In
   addition, shareholders who own Class C shares of the Portfolio through the
   Smith Barney 401(k) or ExecChoice(TM) Programs may exchange those shares
   for Class C shares of this fund.     
+++Available for exchange with Class A and Class Y shares of the Portfolio.
       
       
  Class B Exchanges. In the event a Class B shareholder (unless such share-
holder was a Class B shareholder of the Short-Term World Income Fund on July
15, 1994) wishes to exchange all or a portion of his or her shares in any of
the funds imposing a higher CDSC than that imposed by the Portfolio, the
exchanged Class B shares will be subject to the higher applicable CDSC. 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 Portfolio that have been exchanged.
 
  Class C Exchanges. Upon an exchange, the new Class C shares will be deemed
to have been purchased on the same date as the Class C shares of the Portfolio
that have been exchanged.
   
  Class A and Class Y Exchanges. Class A and Class Y shareholders of the Port-
folio 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 impo-
sition of any charge.     
 
  Additional Information Regarding the Exchange Privilege. Although the
exchange privilege is an important benefit, excessive exchange transactions
can be detrimental to the Portfolio's performance and its shareholders. The
investment manager may determine that a pattern of frequent exchanges is
excessive and contrary to the best interests of the Portfolio's other share-
holders. In this event, the Fund may, at its discretion, decide to limit addi-
tional purchases and/or exchanges by the shareholder. Upon such a determina-
tion, the Fund will provide notice in writing or by telephone to the share-
holder at least 15 days prior to suspending the exchange privilege and during
the 15 day period the shareholder will be required to (a) redeem his or her
shares in the Portfolio or (b) remain invested in the Portfolio or
 
32
<PAGE>
 
EXCHANGE PRIVILEGE (CONTINUED)
exchange into any of the funds of the Smith Barney Mutual Funds ordinarily
available, which position the shareholder would be expected to maintain for a
significant period of time. All relevant factors will be considered in deter-
mining what constitutes an abusive pattern of exchanges.
   
  Certain shareholders may be able to exchange shares by telephone. See "Re-
demption of Shares--Telephone Redemption and Exchange Program." Exchanges will
be processed at the net asset value next determined. Redemption procedures dis-
cussed below are also applicable for exchanging shares, and exchanges will be
made upon receipt of all supporting documents in proper form. If the account
registration of the shares of the fund being acquired is identical to the reg-
istration of the shares of the fund exchanged, no signature guarantee is
required. A capital gain or loss for tax purposes will be realized upon the
exchange, depending upon the cost or other basis of shares redeemed. Before
exchanging shares, investors should read the current prospectus describing the
shares to be acquired. The Portfolio reserves the right to modify or discon-
tinue exchange privileges upon 60 days' prior notice to shareholders.     
 
REDEMPTION OF SHARES
   
  The Fund is required to redeem the shares of the Portfolio 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 CDSC. 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 redemp-
tion must specify the Class being redeemed. In the event of a failure to spec-
ify which Class, or if the investor owns fewer shares of the Class than speci-
fied, the redemption request will be delayed until the Fund's transfer agent
receives further instructions from Smith Barney, or if the shareholder's
account is not with Smith Barney, from the shareholder directly. 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 permit-
ted under the 1940 Act in extraordinary circumstances. Generally, if the
redemption proceeds are remitted to a Smith Barney brokerage account, these
funds will not be invested for the shareholder's benefit without specific
instruction and 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.     
 
  Shares held by Smith Barney as custodian must be redeemed by submitting a
written request to a Smith Barney Financial Consultant. Shares other than those
held by Smith Barney as custodian may be redeemed through an investor's Finan-
 
                                                                              33
<PAGE>
 
REDEMPTION OF SHARES (CONTINUED)
cial Consultant, Introducing Broker or dealer in the selling group or by sub-
mitting a written request for redemption to:
 
  Smith Barney World Funds, Inc./European Portfolio
  Class A, B, C or Y (please specify)
  c/o First Data Investor Services Group, Inc.
  P.O. Box 9134
  Boston, Massachusetts 02205-9134
   
  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 regis-
tered. If the shares to be redeemed were issued in certificate form, the cer-
tificates must be endorsed for transfer (or be accompanied by an endorsed stock
power) and must be submitted to First Data together with the redemption
request. Any signature appearing on a share certificate, stock power or written
redemption request in excess of $2,000 must be guaranteed by an eligible guar-
antor 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 $2,000 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. First Data may require additional supporting doc-
uments for redemptions made by corporations, executors, administrators, trust-
ees or guardians. A redemption request will not be deemed properly received
until First Data receives all required documents in proper form.     
 
 AUTOMATIC CASH WITHDRAWAL PLAN
  The Portfolio 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 share-
holder 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 Portfolio. Any applicable CDSC 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 CDSC at the time the with-
drawal plan commences. (With respect to withdrawal plans in effect prior to
November 7, 1994, any applicable CDSC 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 CDSC.) For further information regarding the automatic cash withdrawal
plan, shareholders should contact a Smith Barney Financial Consultant.
 
34
<PAGE>
 
REDEMPTION OF SHARES (CONTINUED)
 
 TELEPHONE REDEMPTION AND EXCHANGE PROGRAM
  Shareholders who do not have a Smith Barney brokerage account may be eligi-
ble to redeem and exchange Fund shares by telephone. To determine if a share-
holder is entitled to participate in this program, he or she should contact
First Data 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 First Data upon request. (Alter-
natively, an investor may authorize telephone redemptions on the new account
application with the applicant's signature guarantee when making his/her ini-
tial investment in the Fund.)
 
  Redemptions. Redemption requests of up to $10,000 of any class or classes of
the Fund's shares, may be made by eligible shareholders by calling First Data
at 1-800-451-2010. Such requests may be made between 9:00 a.m. and 5:00 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 per-
mitted 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 First Data 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 its agents will be liable for following instruc-
tions 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.
 
                                                                             35
<PAGE>
 
MINIMUM ACCOUNT SIZE
   
  The Fund reserves the right to involuntarily liquidate any shareholder's
account in the Portfolio if the aggregate net asset value of the shares held in
the Portfolio account is less than $500. (If a shareholder has more than one
account in this Portfolio, each account must satisfy the minimum account size.)
The Fund, however, will not redeem shares based solely on market reductions in
net asset value. Before the Fund exercises such right, shareholders will
receive written notice and will be permitted 60 days to bring accounts up to
the minimum to avoid involuntary liquidation.     
 
PERFORMANCE
 
 
  From time to time the Portfolio may include its 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 C and Class Y shares of the Portfolio. These figures are based on his-
torical earnings and are not intended to indicate future performance. Total
return is computed for a specified period of time assuming deduction of the
maximum sales charge, if any, from the initial amount invested and reinvestment
of all income dividends and capital gain distributions on the reinvestment
dates at prices calculated as stated in this Prospectus, 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 with nonstandard total return information for differing periods
computed in the same manner but without annualizing the total return or taking
sales charges into account. The Portfolio calculates current dividend return
for each Class by dividing the current dividend 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 may vary from time to time depending on market condi-
tions, the composition of its investment portfolio and operating expenses.
These factors and possible differences in the methods used in calculating cur-
rent dividend return should be considered when comparing a Class' current
return to yields published for other investment companies and other investment
vehicles. The Portfolio may also include comparative performance information in
advertising or marketing its shares. Such performance information may include
data from Lipper Analytical Services, Inc. and other financial publications.
 
36
<PAGE>
 
MANAGEMENT OF THE FUND
 
 BOARD OF DIRECTORS
   
  Overall responsibility for management and supervision of the Portfolio rests
with the Fund's Board of Directors. The Directors approve all significant
agreements between the Fund and the companies that furnish services to the Fund
and the Portfolio, including agreements with the Fund's distributor, investment
manager, custodian and transfer agent. The day-to-day operations of the Portfo-
lio are delegated to the Portfolio's investment manager. The Statement of Addi-
tional Information contains background information regarding each Director and
executive officer of the Fund.     
 
 MANAGER
   
  The Manager manages the day-to-day operations of the Portfolio pursuant to a
management agreement entered into by the Fund on behalf of the Portfolio under
which the Manager is responsible for furnishing or causing to be furnished to
the Portfolio advice and assistance with respect to the acquisition, holding or
disposal of securities and recommendations with respect to other aspects and
affairs of the Portfolio and furnishes the Portfolio with bookkeeping, account-
ing and administrative services, office space and equipment, and the services
of the officers and employees of the Fund. By written agreement the Research
and other departments and staff of Smith Barney furnish the Manager with infor-
mation, advice and assistance and are available for consultation on the Portfo-
lio, thus Smith Barney may also be considered an investment adviser to the
Fund. Smith Barney services are paid for by the Manager on the basis of direct
and indirect costs to Smith Barney of performing such services; there is no
charge to the Fund for such services. For the investment advisory services pro-
vided by the Manager, the Portfolio pays the Manager an investment advisory fee
calculated at the rate of 0.85% of the Portfolio's average daily net assets,
paid monthly. Although this fee is higher than that paid by most investment
companies, the Portfolio's management has determined that it is comparable to
the fee charged by other investment advisers of investment companies that have
similar investment objectives and policies. Total operating expenses incurred
by the Portfolio for the fiscal year ended October 31, 1996 were 1.85% for
Class A shares, 2.59% for Class B shares and 2.52% for Class C shares.     
 
  The management agreement further provides that all other expenses not specif-
ically assumed by the Manager under the management agreement on behalf of the
Portfolio are borne by the Fund. Expenses payable by the Fund include, but are
not limited to, all charges of custodians (including sums as custodian and sums
for keeping books and for rendering other services to the Fund) and shareholder
servicing agents, expenses of preparing, printing and distributing all prospec-
tuses, proxy material, reports and notices to shareholders, all expenses of
shareholders' and directors' meetings, filing fees and expenses relating to the
registration and qualification of the Fund's shares and the Fund under federal
or state securities laws and maintaining such registrations and qualifications
(including the printing of the Fund's
 
                                                                              37
<PAGE>
 
MANAGEMENT OF THE FUND (CONTINUED)
registration statements), fees of auditors and legal counsel, costs of per-
forming portfolio valuations, out-of-pocket expenses of directors and fees of
directors who are not "interested persons" as defined in the 1940 Act, inter-
est, taxes and governmental fees, fees and commissions of every kind, expenses
of issue, repurchase or redemption of shares, insurance expense, association
membership dues, all other costs incident to the Fund's existence and extraor-
dinary expenses such as litigation and indemnification expenses. Direct
expenses are charged to each of the Fund's Portfolios; general corporate
expenses are allocated on the basis of relative net assets.
   
  The Manager was incorporated on March 12, 1968 under the laws of Delaware.
As of December 31, 1996 the Manager had aggregate assets under management of
approximately $80 billion. The Manager, Smith Barney and Holdings are each
located at 388 Greenwich Street, New York, New York 10013. The term "Smith
Barney" in the title of the Fund has been adopted by permission of Smith Bar-
ney and is subject to the right of Smith Barney to elect that the Fund stop
using the term in any form or combination of its name.     
 
 PORTFOLIO MANAGEMENT
   
  The Portfolio is managed by Maurits E. Edersheim and a team of sea-
soned international equity portfolio managers, who collectively have over 125
years of experience and manage in excess of $2 billion of global equity assets
for other investment companies and managed accounts. Mr. Edersheim is Chairman
and Advisory Director of the Fund and is Deputy Chairman of Smith Barney
International Incorporated. Mr. Rein van der Does, who is responsible for the
day to day operations of the Portfolio, making all of the investment decisions
since the Portfolio's inception in February, 1994, is a Vice President of the
Fund, a Managing Director of Smith Barney and a member of the international
equity team. He is also an International Economist and is a member of the New
York Association for International Investment and the New York Society of
Security Analysts.     
   
  Management's discussion and analysis, and additional performance information
regarding the Portfolio during the fiscal year ended October 31, 1996 is
included in the Annual Report dated October 31, 1996. A copy of the Annual
Report may be obtained upon request and without charge from a Smith Barney
Financial Consultant or by writing or calling the Fund at the address or phone
number listed on page one of this Prospectus.     
 
DISTRIBUTOR
 
 
  Smith Barney distributes shares of the Portfolio as principal underwriter
and as such conducts a continuous offering pursuant to a "best efforts"
arrangement requiring Smith Barney to take and pay for only such securities as
may be sold to the
 
38
<PAGE>
 
DISTRIBUTOR (CONTINUED)
public. Pursuant to a plan of distribution adopted by the Portfolio under Rule
12b-1 under the 1940 Act (the "Plan"), Smith Barney is paid a service fee with
respect to Class A, Class B and Class C shares of the Portfolio at the annual
rate of 0.25% of the average daily net assets attributable to these Classes.
Smith Barney is also paid a distribution fee with respect to Class B and Class
C shares at the annual rate of 0.75% of the average daily net assets attribut-
able to these Classes. Class B shares that automatically convert to Class A
shares eight years after the date of original purchase will no longer be sub-
ject to a distribution fee. The fees are used by Smith Barney to pay its Finan-
cial Consultants for servicing shareholder accounts and, in the case of Class B
and Class C 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 Smith Barney Financial Consultants 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 Smith Barney associated
with the sale of Portfolio shares, including lease, utility, communications and
sales promotion expenses.
 
  The payments to Smith Barney Financial Consultants for selling shares of a
Class include a commission or fee paid by the investor or Smith Barney at the
time of sale and, with respect to Class A, Class B and Class C Shares, a con-
tinuing fee for servicing shareholder accounts for as long as a shareholder
remains a holder of that Class. Smith Barney Financial Consultants may receive
different levels of compensation for selling different Classes of shares.
 
  Payments under the Plan with respect to Class B and Class C shares are not
tied exclusively to the distribution and shareholder services expenses actually
incurred by Smith Barney and the payments may exceed distribution expenses
actually incurred. The Fund's Board of Directors will evaluate the appropriate-
ness of the Plan and its payment terms on a continuing basis and in so doing
will consider all relevant factors, including expenses borne by Smith Barney,
amounts received under the Plan and proceeds of the CDSC.
 
ADDITIONAL INFORMATION
 
 
  The Fund, an open-end investment company, was incorporated in Maryland on
March 22, 1991. The Fund has an authorized capital of 1,000,000,000 shares with
a par value of $.001 per share. The Board of Directors has authorized the issu-
ance of six series of shares, each representing shares in one of six separate
Portfolios and may authorize the issuance of additional series of shares in the
future. The assets of each Portfolio are segregated and separately managed and
a shareholder's interest is in the assets of the Portfolio in which he or she
holds shares. Class A, Class B, Class C and Class Y shares of the Portfolio
represent interests in the assets of the
 
                                                                              39
<PAGE>
 
ADDITIONAL INFORMATION (CONTINUED)
Portfolio and have identical voting, dividend, liquidation and other rights on
the same terms and conditions except that expenses related to the distribution
of each Class of shares are borne solely by each Class and each Class of shares
has exclusive voting rights with respect to provisions of the Fund's Rule 12b-1
distribution plan which pertain to a particular Class. As described under "Vot-
ing" in the Statement of Additional Information, the Fund ordinarily will not
hold meetings of shareholders annually; however, shareholders have the right to
call a meeting upon a vote of 10% of the Fund's outstanding shares for the pur-
pose of voting to remove directors, and the Fund will assist shareholders in
calling such a meeting as required by the 1940 Act. Shares do not have cumula-
tive voting rights or preemptive rights and are fully paid, transferable and
nonassessable when issued for payment as described in this Prospectus.
   
  The Chase Manhattan Bank, located at Chase MetroTech Center, Brooklyn,
New York 11245, serves as custodian of the Portfolio's investments.     
 
  First Data, located at Exchange Place, Boston, Massachusetts 02109, serves as
the Fund's transfer agent.
 
  The Fund sends its shareholders a semi-annual report and an audited annual
report, which include listings of the investment securities held by the Fund at
the end of the period covered. In an effort to reduce the Fund's printing and
mailing costs, the Fund plans to consolidate the mailing of its semi-annual and
annual reports by household. This consolidation means that a household having
multiple accounts with the identical address of record will receive a single
copy of each report. In addition, the Fund also plans to consolidate the mail-
ing of its 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 account should contact their Smith Barney Financial Consultant
or the Fund's transfer agent.
 
40
<PAGE>
 
APPENDIX
 CERTAIN INVESTMENT STRATEGIES
  In attempting to achieve its investment objective, the Portfolio may employ,
among others, one or more of the strategies set forth below. More detailed
information concerning these strategies and their related risks is contained in
the Statement of Additional Information.
 
  Repurchase Agreements. The Portfolio may enter into repurchase agreement
transactions on U.S. Government securities with certain banks and
broker/dealers. Under the terms of a typical repurchase agreement, the Portfo-
lio would acquire an underlying debt obligation for a relatively short period
(usually not more than one week) subject to an obligation of the seller to
repurchase, and the Portfolio to resell, the obligation at an agreed-upon price
and time, thereby determining the yield during the Portfolio's holding period.
This arrangement results in a fixed rate of return that is not subject to mar-
ket fluctuations during the Portfolio's holding period. Repurchase agreements
are considered to be loans by the Portfolio. The value of the underlying secu-
rities will be at least equal at all times to the total amount of the repur-
chase obligation, including interest. The Portfolio bears a risk of loss in the
event that the other party to a repurchase agreement defaults on its obliga-
tions and the Portfolio is delayed 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 during the period while the Portfolio
seeks to assert these rights to them, the risk of incurring expenses associated
with asserting those rights and the risk of losing all or part of the income
from the agreement. The Portfolio's investment adviser, acting under the super-
vision of the Board of Directors, reviews on an ongoing basis the creditworthi-
ness and the value of the collateral of those banks and dealers with which the
Portfolio enters into repurchase agreements to evaluate potential risks.
 
  Short Sales. The Portfolio may sell securities "short against the box." While
a short sale is the sale of a security the Portfolio does not own, it is
"against the box" if at all times when the short position is open, the Portfo-
lio owns an equal amount of the securities or securities convertible into, or
exchangeable without further consideration for, securities of the same issue as
the securities sold short. Short sales "against the box" are used to defer rec-
ognition of capital gains or losses.
 
  Illiquid Securities. The Portfolio may invest up to 15% of its assets in
securities (excluding those subject to Rule 144A under the Securities Act of
1933 (the "1933 Act"), as amended) with contractual or other restrictions on
resale and other instruments that are not readily marketable, including (a)
repurchase agreements with maturities greater than seven days, (b) time depos-
its maturing from two business days through seven calendar days, (c) to the
extent that a liquid secondary market does not exist for the instruments,
futures contracts and options on those contracts and (d) other securities that
are subject to restrictions on resale that the investment adviser has deter-
mined are not liquid under guidelines established by
 
                                                                             A-1
<PAGE>
 
APPENDIX (CONTINUED)
the Fund's Board of Directors; provided however that the Portfolio will not
invest more than 5% of its assets in securities that are restricted from sale
to the public until they have been registered under the 1933 Act.
 
  Currency Exchange Transactions and Options on Foreign Currencies. In order to
protect against uncertainty in the level of future exchange rates, the Portfo-
lio may engage in currency exchange transactions and purchase exchange-traded
put and call options on foreign currencies. The Portfolio will conduct its cur-
rency exchange transactions either on a spot (i.e., cash) basis at the rate
prevailing in the currency exchange market or through entering into forward
contracts to purchase or sell currencies. The Portfolio's dealings in forward
currency exchange and options on foreign currencies are limited to hedging
involving either specific transactions or portfolio positions.
 
  A forward currency contract involves an obligation to purchase or sell a spe-
cific currency for an agreed-upon price at an agreed-upon date which may be any
fixed number of days from the date of the contract agreed upon by the parties.
These contracts are entered into in the interbank market conducted directly
between currency traders (usually large commercial banks) and their customers.
Although these contracts are intended to minimize the risk of loss due to a
decline in the value of the hedged currency, at the same time they tend to
limit any potential gain that might result should the value of the currency
increase.
 
  The Portfolio may purchase put options on a foreign currency in which securi-
ties held by the Portfolio are denominated to protect against a decline in the
value of the currency in relation to the currency in which the exercise price
is denominated. The Portfolio may purchase a call option on a foreign currency
to hedge against an adverse exchange rate of the currency in which a security
that it anticipates purchasing is denominated in relation to the currency in
which the exercise price is denominated. An option on a foreign currency gives
the purchaser, in return for a premium, the right to sell, in the case of a
put, and buy, in the case of a call, the underlying currency at a specified
price during the term of the option. Although the purchase of an option on a
foreign currency may constitute an effective hedge by a Portfolio against fluc-
tuations in the exchange rates, in the event of rate movements adverse to the
Portfolio's position, the Portfolio may forfeit the entire amount of the pre-
mium plus related transaction costs. Options on foreign currencies purchased by
the Portfolio may be traded on domestic and foreign exchanges or traded over-
the-counter.
 
  Although the foreign currency market may not necessarily be more volatile
than the market in other commodities, the foreign currency market offers less
protection against defaults in the forward trading of currencies than is avail-
able when trading in currencies occurs on an exchange. Because a forward clear-
ing contract is not guaranteed by an exchange or clearinghouse, a default on
the contract would
 
A-2
<PAGE>
 
APPENDIX (CONTINUED)
deprive the Portfolio of unrealized profits or force the Portfolio to cover its
commitments for the purchase or resale, if any, at the current market price.
 
                                                                             A-3
<PAGE>
 
 
 
                      (This page intentionally left blank)
 
 
<PAGE>
 
                                                                    SMITH BARNEY
                                              ----------------------------------
                                              A Member of TravelersGroup  [LOGO]
 
 
 
 
 
 
 
 
                                                                    SMITH BARNEY
                                                               WORLD FUNDS, INC.
                                                              EUROPEAN PORTFOLIO
 
 
                                                            388 Greenwich Street
                                                        New York, New York 10013
                                                                  
                                                               FD 0478 2/97     

<PAGE>

P R O S P E C T U S

 
 
 
                                                                    SMITH BARNEY
                                                               WORLD FUNDS, INC.
                                                               Pacific Portfolio
                                                             
                                                          FEBRUARY 28, 1997     
 
                                                   PROSPECTUS BEGINS ON PAGE ONE

[LOGO] SMITH BARNEY MUTUAL FUNDS
       Investing for your future.
       Everyday.
<PAGE>
 
PROSPECTUS                                                  
                                                         FEBRUARY 28, 1997     
   
Smith Barney World Funds, Inc.     
   
Pacific Portfolio     
388 Greenwich Street
New York, New York 10013
(212) 723-9218
 
 The Pacific Portfolio (the "Portfolio") is one of the investment portfolios
that currently comprise Smith Barney World Funds, Inc. (the "Fund"). The Port-
folio's primary investment objective is long-term capital appreciation. In
seeking to achieve its objective, the Portfolio will invest primarily in a
diversified portfolio of equity securities of companies in Australia, Hong
Kong, India, Indonesia, Japan, Malaysia, New Zealand, Pakistan, Papua New Guin-
ea, the People's Republic of China, the Philippines, Singapore, South Korea,
Sri Lanka, Taiwan and Thailand.
 
 This Prospectus sets forth concisely certain information about the Fund and
the Portfolio, including sales charges, distribution and service fees and
expenses, that prospective investors will find helpful in making an investment
decision. Investors are encouraged to read this Prospectus carefully and retain
it for future reference.
   
 Additional information about the Portfolio is contained in a Statement of
Additional Information dated February 28, 1997, as amended or supplemented from
time to time, that is available upon request and without charge by calling or
writing the Fund at the telephone number or address set forth above or by con-
tacting a Smith Barney Financial Consultant. The Statement of Additional Infor-
mation has been filed with the Securities and Exchange Commission (the "SEC")
and is incorporated by reference into this Prospectus in its entirety.     
 
SMITH BARNEY INC.
Distributor
 
SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
Investment Manager
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
 
                                                                               1
<PAGE>
 
TABLE OF CONTENTS
<TABLE>   
<S>                                           <C>
PROSPECTUS SUMMARY                              3
-------------------------------------------------
FINANCIAL HIGHLIGHTS                           10
-------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES   12
-------------------------------------------------
VALUATION OF SHARES                            19
-------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES             20
-------------------------------------------------
PURCHASE OF SHARES                             22
-------------------------------------------------
EXCHANGE PRIVILEGE                             32
-------------------------------------------------
REDEMPTION OF SHARES                           35
-------------------------------------------------
MINIMUM ACCOUNT SIZE                           38
-------------------------------------------------
PERFORMANCE                                    38
-------------------------------------------------
MANAGEMENT OF THE FUND                         39
-------------------------------------------------
DISTRIBUTOR                                    41
-------------------------------------------------
ADDITIONAL INFORMATION                         41
-------------------------------------------------
</TABLE>    
 
--------------------------------------------------------------------------------
 
  No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the Fund
or the Distributor. This Prospectus does not constitute an offer by the Fund or
the Distributor to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction.
 
--------------------------------------------------------------------------------
 
2
<PAGE>
 
PROSPECTUS SUMMARY
  The following summary is qualified in its entirety by detailed information
appearing elsewhere in this Prospectus and in the Statement of Additional
Information. Cross references in this summary are to headings in the Prospec-
tus. See "Table of Contents."
 
INVESTMENT OBJECTIVE The Portfolio is an open-end, management investment com-
pany whose primary investment objective is to seek long-term capital apprecia-
tion. In seeking to achieve its objective, the Portfolio will invest primarily
in a diversified portfolio of equity securities of companies in Australia,
Hong Kong, India, Indonesia, Japan, Malaysia, New Zealand, Pakistan, Papua New
Guinea, the People's Republic of China, the Philippines, Singapore, South
Korea, Sri Lanka, Taiwan and Thailand ("Asia Pacific Countries"). See "Invest-
ment Objective and Management Policies."
 
ALTERNATIVE PURCHASE ARRANGEMENTS The Portfolio offers several classes of
shares ("Classes") to investors designed to provide them with the flexibility
of selecting an investment best suited to their needs. The general public is
offered three Classes of shares: Class A shares, Class B shares and Class C
shares, which differ principally in terms of sales charges and rate of
expenses to which they are subject. A fourth Class of shares, Class Y shares,
is offered only to investors meeting an initial investment minimum of
$5,000,000. See "Purchase of Shares" and "Redemption of Shares."
 
  Class A Shares. Class A shares are sold at net asset value plus an initial
sales charge of up to 5.00% and are subject to an annual service fee of 0.25%
of the average daily net assets of the Class. The initial sales charge may be
reduced or waived for certain purchases. Purchases of Class A shares, which
when combined with current holdings of Class A shares offered with a sales
charge equal or exceed $500,000 in the aggregate, will be made at net asset
value with no initial sales charge, but will be subject to a contingent
deferred sales charge ("CDSC") of 1.00% on redemptions made within 12 months
of purchase. See "Prospectus Summary--Reduced or No Initial Sales Charge."
 
  Class B Shares. Class B shares are offered at net asset value subject to a
maximum CDSC of 5.00% of redemption proceeds, declining by 1.00% each year
after the date of purchase to zero. This CDSC may be waived for certain
redemptions. Class B shares are subject to an annual service fee of 0.25% and
an annual distribution fee of 0.75% of the average daily net assets of the
Class. The Class B shares' distribution fee may cause that Class to have
higher expenses and pay lower dividends than Class A shares.
 
  Class B Shares Conversion Feature. Class B shares will convert automatically
to Class A shares, based on relative net asset value, eight years after the
date of the original purchase. Upon conversion, these shares will no longer be
subject to an annual distribution fee. In addition, a certain portion of Class
B shares that have
 
                                                                              3
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
been acquired through the reinvestment of dividends and distributions ("Class
B Dividend Shares") will be converted at that time. See "Purchase of Shares--
Deferred Sales Charge Alternatives."
 
  Class C Shares. Class C shares are sold at net asset value with no initial
sales charge. They are subject to an annual service fee of 0.25% and an annual
distribution fee of 0.75% of the average daily net assets of the Class C
shares, and investors pay a CDSC of 1.00% if they redeem Class C shares within
12 months of purchase. The CDSC may be waived for certain redemptions. The
Class C shares' distribution fee may cause that Class to have higher expenses
and pay lower dividends than Class A shares. Purchases of Portfolio shares,
which when combined with current holdings of Class C shares of the Portfolio
equal or exceed $500,000 in the aggregate, should be made in Class A shares at
net asset value with no sales charge, and will be subject to a CDSC of 1.00%
on redemptions made within 12 months of purchase.
 
  Class Y Shares. Class Y shares are available only to investors meeting an
initial investment minimum of $5,000,000. Class Y shares are sold at net asset
value with no initial sales charge or CDSC. They are not subject to any serv-
ice or distribution fees.
 
  In deciding which Class of Portfolio shares to purchase, investors should
consider the following factors, as well as any other relevant facts and cir-
cumstances:
 
  Intended Holding Period. The decision as to which Class of shares is more
beneficial to an investor depends on the amount and intended length of his or
her investment. Shareholders who are planning to establish a program of regu-
lar investment may wish to consider Class A shares; as the investment accumu-
lates shareholders may qualify for reduced sales charges and the shares are
subject to lower ongoing expenses over the term of the investment. As an
alternative, Class B and Class C shares are sold without any initial sales
charge so the entire purchase price is immediately invested in the Portfolio.
Any investment return on these additional invested amounts may partially or
wholly offset the higher annual expenses of these Classes. Because the Portfo-
lio's future return cannot be predicted, however, there can be no assurance
that this would be the case.
 
  Finally, investors should consider the effect of the CDSC period and any
conversion rights of the Classes in the context of their own investment time
frame. For example, while Class C shares have a shorter CDSC period than Class
B shares, they do not have a conversion feature, and therefore, are subject to
an ongoing distribution fee. Thus, Class B shares may be more attractive than
Class C shares to investors with longer term investment outlooks.
       
  Reduced or No Initial Sales Charge. The initial sales charge on Class A
shares may be waived for certain eligible purchasers, and the entire purchase
price will be immediately invested in the Portfolio. In addition, Class A
share purchases, which
 
4
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
when combined with current holdings of Class A shares offered with a sales
charge equal or exceed $500,000 in the aggregate, will be made at net asset
value with no initial sales charge, but will be subject to a CDSC of 1.00% on
redemptions made within 12 months of purchase. The $500,000 aggregate invest-
ment may be met by adding the purchase to the net asset value of all Class A
shares offered with a sales charge held in funds sponsored by Smith Barney Inc.
("Smith Barney") listed under "Exchange Privilege." Class A share purchases
also may be eligible for a reduced initial sales charge. See "Purchase of
Shares." Because the ongoing expenses of Class A shares may be lower than those
for Class B and Class C shares, purchasers eligible to purchase Class A shares
at net asset value or at a reduced sales charge should consider doing so.
   
  Smith Barney Financial Consultants may receive different compensation for
selling different Classes of shares. Investors should understand that the pur-
pose of the CDSC on the Class B and Class C shares is the same as that of the
initial sales charge on the Class A shares.     
 
  See "Purchase of Shares" and "Management of the Fund" for a complete descrip-
tion of the sales charges and service and distribution fees for each Class of
shares and "Valuation of Shares," "Dividends, Distributions and Taxes" and "Ex-
change Privilege" for other differences between the Classes of shares.
   
SMITH BARNEY 401(k) AND EXECCHOICE(TM) PROGRAMS Investors may be eligible to
participate in the Smith Barney 401(k) Program, which is generally designed to
assist plan sponsors in the creation and operation of retirement plans under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"),
as well as other types of participant directed, tax-qualified employee benefit
plans. Investors may also be eligible to participate in the Smith Barney
ExecChoice(TM) Program. Class A and Class C shares are available without sales
charge as investment alternatives under both of these programs. See "Purchase
of Shares--  Smith Barney 401(k) and ExecChoice(TM) Programs."     
 
PURCHASE OF SHARES Shares may be purchased through a brokerage account main-
tained with Smith Barney. Shares may also be purchased through a broker that
clears securities transactions through Smith Barney on a fully disclosed basis
(an "Introducing Broker") or an investment dealer in the selling group. In
addition, certain investors, including qualified retirement plans and certain
other institutional investors, may purchase shares directly from the Fund
through the Fund's transfer agent, First Data Investor Services Group Inc.
("First Data"). See "Purchase of Shares."
 
INVESTMENT MINIMUMS Investors in Class A, Class B and Class C shares may open
an account by making an initial investment of at least $1,000 for each account,
or $250 for an individual retirement account ("IRA") or a Self-Employed Retire-
ment Plan. Investors in Class Y shares may open an account for an initial
 
                                                                               5
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
   
investment of $5,000,000. 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 investment
requirement for Class A, Class B and Class C shares and the subsequent invest-
ment requirement for all Classes of shares is $25. The minimum investment
requirements for purchases of Portfolio shares through the Systematic Invest-
ment Plan are described below. See "Purchase of Shares."     
   
SYSTEMATIC INVESTMENT PLAN The Portfolio offers shareholders a Systematic
Investment Plan under which they may authorize the automatic placement of a
purchase order each month or quarter for Portfolio shares. The minimum initial
investment requirement for Class A, Class B and Class C shares and the subse-
quent investment requirement for all Classes for shareholders purchasing shares
through the Systematic Investment Plan on a monthly basis is $25 and on a quar-
terly basis is $50. See "Purchase of Shares."     
 
REDEMPTION OF SHARES Shares may be redeemed on each day the New York Stock
Exchange, Inc. ("NYSE") is open for business. See "Purchase of Shares" and "Re-
demption of Shares."
 
MANAGEMENT OF THE PORTFOLIO Smith Barney Mutual Funds Management Inc. (the
"Manager") serves as the Portfolio's investment manager. The Manager is a
wholly owned subsidiary of Smith Barney Holdings Inc. ("Holdings"). Holdings is
a wholly owned subsidiary of Travelers Group Inc. ("Travelers"), a diversified
financial services holding company engaged, through its subsidiaries, princi-
pally in four business segments: Investment Services, Consumer Finance Servic-
es, Life Insurance Services and Property & Casualty Insurance Services. See
"Management of the Fund."
   
EXCHANGE PRIVILEGE Shares of a Class may be exchanged for shares of the same
Class of certain other funds of the Smith Barney Mutual Funds at the respective
net asset values next determined. See "Exchange Privilege."     
 
VALUATION OF SHARES Net asset value of the Portfolio for the prior day may be
quoted daily in the financial section of many newspapers and is also available
from a Smith Barney Financial Consultant. See "Valuation of Shares."
 
DIVIDENDS AND DISTRIBUTIONS Dividends from net investment income and distribu-
tions of net realized capital gains, if any, are declared and paid annually.
See "Dividends, Distributions and Taxes."
 
REINVESTMENT OF DIVIDENDS Dividends and distributions paid on shares of a Class
will be reinvested automatically, unless otherwise specified by an investor, in
additional shares of the same Class at current net asset value. Shares acquired
by dividend and distribution reinvestments will not be subject to any sales
charge or CDSC. Class B shares acquired through dividend and distribution rein-
vestments
 
6
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
will become eligible for conversion to Class A shares on a pro rata basis. See
"Dividends, Distributions and Taxes."
 
RISK FACTORS AND SPECIAL CONSIDERATIONS There can be no assurance that the
Portfolio's investment objective will be achieved. The value of the Portfo-
lio's investments, and thus the net asset value of the Portfolio's shares,
will fluctuate in response to changes in market and economic conditions, as
well as the financial condition and prospects of issuers in which the Portfo-
lio invests. The Portfolio will invest in foreign securities. Investments in
foreign securities incur higher costs than investments in U.S. securities,
including higher costs in making securities transactions as well as foreign
government taxes which may reduce the investment return of the Portfolio. In
addition, foreign investments may include additional risks associated with
currency exchange rates, less complete financial information about individual
companies, less market liquidity and political instability. See "Investment
Objective and Management Policies."
   
THE PORTFOLIO'S EXPENSES The following expense table lists the costs and
expenses an investor will incur either directly or indirectly as a shareholder
of the Portfolio, based on the maximum sales charge or maximum CDSC that may
be incurred at the time of purchase or redemption and the Portfolio's operat-
ing expenses for its most recent fiscal year:     
 
<TABLE>   
<CAPTION>
  PACIFIC PORTFOLIO                            CLASS A CLASS B CLASS C CLASS Y
------------------------------------------------------------------------------
  <S>                                          <C>     <C>     <C>     <C>
  SHAREHOLDER TRANSACTION EXPENSES
    Maximum sales charge imposed on purchases
      (as a percentage of offering price)       5.00%   None    None    None
    Maximum CDSC (as a percentage of original
      cost or redemption proceeds, whichever
      is lower)                                 None*   5.00%   1.00%   None
------------------------------------------------------------------------------
  ANNUAL PORTFOLIO OPERATING EXPENSES**
    (as a percentage of average net assets)
    Management fees                             0.85%   0.85%   0.85%   0.85%
    12b-1 fees***                               0.25    1.00    1.00     --
    Other expenses                              1.54    1.80    1.61    1.54
------------------------------------------------------------------------------
  TOTAL PORTFOLIO OPERATING EXPENSES            2.64%   3.65%   3.46%   2.39%
------------------------------------------------------------------------------
</TABLE>    
   * Purchases of Class A shares, which when combined with current holdings of
     Class A shares offered with a sales charge equal or exceed $500,000 in
     the aggregate, will be made at net asset value with no sales charge, but
     will be subject to a CDSC of 1.00% on redemptions made within 12 months.
   
  ** "Other Expenses" for Class Y shares are based on estimated amounts
     because no Class Y shares were outstanding for year ended October 31,
     1996. In addition, during the year ended October 31, 1996, the Portfolio
     earned credits from the custodian which reduce service fees incurred. If
     the credits are taken into consideration, the ratios of expenses to aver-
     age net assets for Class A, B and C would be 2.51%, 3.47% and 3.29%,
     respectively.     
 *** Upon conversion of Class B shares to Class A shares, such shares will no
     longer be subject to a distribution fee. Class C shares do not have a
     conversion feature and, therefore, are subject to an ongoing distribution
     fee. As a result, long-term shareholders of Class C shares may pay more
     than the economic equivalent of the maximum front-end sales charge per-
     mitted by the National Association of Securities Dealers, Inc.
 
                                                                              7
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
   
  Class A shares of the Portfolio purchased through the Smith Barney
AssetOne SM Program will be subject to an annual asset-based fee, payable quar-
terly, in lieu of the initial sales charge. The fee will vary to a maximum of
1.50%, depending on the amount of assets held through the Program. For more
information, please call your Smith Barney Financial Consultant.     
   
  The sales charge and CDSC set forth in the above table are the maximum
charges imposed on purchases or redemptions of Portfolio shares and investors
may actually pay lower or no charges, depending on the amount purchased and, in
the case of Class B, Class C and certain Class A shares, the length of time the
shares are held and whether the shares are held through the Smith Barney 401(k)
or ExecChoice (TM) Programs. See "Purchase of Shares" and "Redemption of
Shares." Smith Barney receives an annual 12b-1 service fee of 0.25% of the
value of average daily net assets of Class A shares. Smith Barney also receives
with respect to Class B and Class C shares an annual 12b-1 fee of 1.00% of the
value of average daily net assets of the respective Classes, consisting of a
0.75% distribution fee and a 0.25% service fee. "Other expenses" in the above
table include fees for shareholder services, custodial fees, legal and account-
ing fees, printing costs and registration fees.     
 
 EXAMPLE
  The following example is intended to assist an investor in understanding the
various costs that an investor in the Portfolio will bear directly or indirect-
ly. The example assumes payment by the Portfolio of operating expenses at the
levels set forth in the table above. See "Purchase of Shares," "Redemption of
Shares" and "Management of the Fund."
 
<TABLE>   
<CAPTION>
  PACIFIC PORTFOLIO                           1 YEAR 3 YEARS 5 YEARS 10 YEARS*
------------------------------------------------------------------------------
  <S>                                         <C>    <C>     <C>     <C>
  An investor would pay the following
  expenses on a $1,000 investment, assuming
  (1) 5.00% annual return and (2) redemption
  at the end of each time period:
    Class A..................................  $75    $128    $183     $332
    Class B..................................   87     142     199      368
    Class C..................................   45     106     180      374
    Class Y..................................   24      75     128      273
  An investor would pay the following
  expenses on the same investment, assuming
  the same annual return and no redemption:
    Class A..................................  $75    $128    $183     $332
    Class B..................................   37     112     189      368
    Class C..................................   35     106     180      374
    Class Y..................................   24      75     128      273
------------------------------------------------------------------------------
</TABLE>    
* Ten-year figures assume conversion of Class B shares to Class A shares at the
  end of the eighth year following the date of purchase.
 
 
8
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
  The example also provides a means for the investor to compare expense levels
of funds with different fee structures over varying investment periods. To
facilitate such comparison, all funds are required to utilize a 5.00% annual
return assumption. However, the Portfolio's actual return will vary and may be
greater or less than 5.00%. THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTA-
TION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN.
 
                                                                               9
<PAGE>
 
FINANCIAL HIGHLIGHTS
          
  The following information has been audited by KPMG Peat Marwick LLP, inde-
pendent auditors, whose report thereon appears in the Fund's annual report
dated October 31, 1996. The information set out below should be read in con-
junction with the financial statements and related notes that also appear in
the Fund's Annual Report to Shareholders, which is incorporated by reference
into the Statement of Additional Information.  No information is presented 
for Class Y shares because there were no Class Y shares outstanding during 
the presented years.    
 
FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING THROUGHOUT 
EACH    YEAR    :
 
<TABLE>   
<CAPTION>
                                   CLASS A SHARES           CLASS B SHARES
                               -------------------------    ----------------
PACIFIC PORTFOLIO              1996(1)   1995    1994(2)    1996(1)  1995(3)
-------------------------------------------------------------------------------
<S>                            <C>      <C>      <C>        <C>      <C>
NET ASSET VALUE, BEGINNING OF
 YEAR                          $10.07   $12.92   $12.50      $9.99   $12.64
-------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERA-
 TIONS:
 Net investment loss(4)         (0.14)   (0.01)   (0.07)     (0.23)   (0.01)
 Net realized and unrealized
  gain (loss)                    0.25    (2.84)    0.49       0.25    (2.64)
-------------------------------------------------------------------------------
Total Income (Loss) From
 Operations                      0.11    (2.85)    0.42       0.02    (2.65)
-------------------------------------------------------------------------------
LESS DISTRIBUTIONS FROM:
 Net investment income             --       --       --         --       --
-------------------------------------------------------------------------------
Total Distributions                --       --       --         --       --
-------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR   $10.18   $10.07   $12.92     $10.01    $9.99
-------------------------------------------------------------------------------
TOTAL RETURN(P)                  1.09%  (22.06)%   3.36%++    0.20%  (20.97)%++
-------------------------------------------------------------------------------
NET ASSETS, END OF YEAR
 (000S)                        $4,929   $4,409   $7,538     $4,009   $1,031
-------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
 Expenses(4)                     2.64%    1.97%    1.51%+     3.65%    3.39%+
 Net investment loss            (1.38)   (0.71)   (0.82)+    (2.26)   (1.47)+
-------------------------------------------------------------------------------
PORTFOLIO TURNOVER RATE            86%      31%       6%        86%      31%
-------------------------------------------------------------------------------
AVERAGE COMMISSIONS PER SHARE
 PAID ON EQUITY TRANSAC-
 TIONS(5)                       $0.02    $0.01       --      $0.02    $0.01
-------------------------------------------------------------------------------
</TABLE>    
   
(1)Per share amounts have been calculated using the monthly average shares
   method, which more appropriately presents the per share data for the period
   since the use of the undistributed net investment income method does not
   accord with results of operations.     
   
(2)For the period from February 7, 1994 (inception date) to October 31, 1994.
          
(3)For the period from November 7, 1994 (inception date) to October 31, 1995.
          
(4)The Manager waived all or part of its fees for the year ended October 31,
   1995 and the year ended October 31, 1994. In addition, the Manager agreed
   to reimburse the Pacific Portfolio for $30,862 of the Portfolio's expenses
   for the year ended October 31, 1995. If such fees and expenses were not
   waived or reimbursed, the per share effect on net investment and the
   expense ratios would have been as follows:     
 
<TABLE>   
<CAPTION>
                        Expense
                        Ratios
                        Without
            Per Share     Fee
            Decreases   Waivers
             to Net       and
           Investment   Custody
             Income     Credits
           ----------   -------
           1995  1994  1995  1994
           ----- ----- ----  ----
  <S>      <C>   <C>   <C>   <C>
  Class A  $0.14 $0.03 3.18% 1.87%+
  Class B   0.16    -- 4.90+   --
</TABLE>    
    
 In addition, during the years ended October 31, 1996, and October 31, 1995,
 the Portfolio has earned credits from the custodian which reduce service
 fees incurred. If the credits are taken into consideration, the expense
 ratios for Class A would be 2.51% and 1.70%, respectively; and for Class B
 would be 3.47% and 3.06%+, respectively; prior year numbers have not been
 restated to reflect these credits.     
   
(5)As of September 1995, the SEC instituted new guidelines requiring the dis-
   closure of average commissions per share.     
   
++Total return is not annualized, as it may not be representative of the total
   return for the year.     
   
+Annualized.     
   
(P)Total returns do not reflect any applicable sales loads or contingent
   deferred sales charges.     
 
10
<PAGE>
 
FINANCIAL HIGHLIGHTS (CONTINUED)
   
FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR:
    
<TABLE>   
<CAPTION>
                                             CLASS C SHARES
                                         --------------------------
PACIFIC PORTFOLIO                        1996(1)  1995(2)   1994(3)
---------------------------------------------------------------------
<S>                                      <C>      <C>       <C>
NET ASSET VALUE, BEGINNING OF YEAR        $9.95   $12.86    $12.50
---------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS:
 Net investment loss(4)                   (0.24)   (0.02)    (0.11)
 Net realized and unrealized gain (loss)   0.27    (2.89)     0.47
---------------------------------------------------------------------
Total Income (Loss) From Operations        0.03    (2.91)     0.36
---------------------------------------------------------------------
LESS DISTRIBUTIONS FROM:
 Net investment income                       --       --        --
---------------------------------------------------------------------
Total Distributions                          --       --        --
---------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR              $9.98    $9.95    $12.86
---------------------------------------------------------------------
TOTAL RETURN(P)                            0.30%  (22.63)%    2.88%++
---------------------------------------------------------------------
NET ASSETS, END OF YEAR (000S)           $1,612   $1,952    $3,167
---------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
 Expenses(4)                               3.46%    2.69%     2.29%+
 Net investment loss                      (2.22)   (1.45)    (1.49)+
---------------------------------------------------------------------
PORTFOLIO TURNOVER RATE                      86%      31%        6%
---------------------------------------------------------------------
AVERAGE COMMISSIONS PER SHARE
 PAID ON EQUITY TRANSACTIONS(5)           $0.02    $0.01        --
---------------------------------------------------------------------
</TABLE>    
   
(1)Per share amounts have been calculated using the monthly average shares
   method, which more appropriately presents the per share data for the period
   since the use of the undistributed net investment income method does not
   accord with results of operations.     
   
(2)On November 7, 1994, the former Class B shares were renamed Class C shares.
          
(3)For the period from February 11, 1994 (inception date) to October 31, 1994.
          
(4)The Manager waived all or part of its fees for the year ended October 31,
   1995 and the period ended October 31, 1994. In addition, the Manager agreed
   to reimburse the Portfolio for $30,862 of the Portfolio's expenses for the
   year ended October 31, 1995. If such fees and expenses were not waived or
   reimbursed, the per share effect on net investment income and the expense
   ratios would have been as follows:     
 
<TABLE>   
<CAPTION>
                        Expense
                        Ratios
                        Without
            Per Share     Fee
            Decreases   Waivers
             to Net       and
           Investment   Custody
             Income     Credits
           ----------   -------
           1995  1994  1995  1994
           ----- ----- ----  ----
  <S>      <C>   <C>   <C>   <C>  
  Class C  $0.13 $0.03 3.88% 2.70%+
</TABLE>    
    
 In addition, during the years ended October 31, 1996, and October 31, 1995,
 the Portfolio has earned credits from the custodian which reduce service
 fees incurred. If the credits are taken into consideration, the expense
 ratios for Class C would be 3.29% and 2.42%+, respectively; prior year num-
 bers have not been restated to reflect these credits.     
   
(5) As of September 1995, the SEC instituted new guidelines requiring the dis-
    closure of average commissions per share.     
   
++Total return is not annualized, as it may not be representative of the total
   return for the year.     
   
+Annualized.     
   
(P)Total returns do not reflect any applicable sales loads or contingent
   deferred sales charges.     
 
                                                                              11
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
  The Portfolio is designed for investors seeking experienced professional
management of a diversified portfolio of equity securities in the Asia Pacific
Countries. The Portfolio's investment objective is long-term capital apprecia-
tion through investment primarily in equity securities of companies in Austra-
lia, Hong Kong, India, Indonesia, Japan, Malaysia, New Zealand, Pakistan,
Papua New Guinea, the People's Republic of China, the Philippines, Singapore,
South Korea, Sri Lanka, Taiwan and Thailand. The Manager may add or delete
countries from this list without prior notice to shareholders. There can be no
assurance that the Portfolio will achieve its investment objective.
 
  The Portfolio's investment objective may be changed only by the "vote of a
majority of the outstanding voting securities" as defined in the Investment
Company Act of 1940 (the "1940 Act"). The Portfolio's investment policies are
nonfundamental and, as such, may be changed by the Board of Directors, pro-
vided such change is not prohibited by the investment restrictions (which are
set forth in the Statement of Additional Information) or applicable law, and
any such change will first be disclosed in the then current prospectus.
 
  The Portfolio's investments will primarily consist of (i) securities traded
principally on stock exchanges in the Asia Pacific Countries, (ii) securities
of companies that derive 50% or more of their total revenue from either goods
produced, sales made, or services performed in the Asia Pacific Countries and
(iii) securities (including American Depository Receipts) of companies orga-
nized under the laws of an Asia Pacific Country that are publicly traded on
recognized securities exchanges outside of the Asia Pacific Countries.
   
  The Portfolio will normally invest at least 80% of its total assets in
equity securities of companies in the Asia Pacific Countries, consisting of
the securities listed above. For the purposes of the foregoing limitation
equity securities include common stocks, preferred stocks, securities convert-
ible into common or preferred stocks and warrants. The Portfolio may also
invest up to 20% of its total assets in debt securities and other types of
investments if the investment adviser believes they would help achieve the
Portfolio's investment objective. The Portfolio will generally invest its
assets broadly among countries and will normally have represented in the port-
folio business activities in not less than three different countries. However,
the Portfolio has no predetermined policy on the allocation of funds for
investment among such countries or securities and allocation of the Portfo-
lio's investments will depend upon the relative attractiveness of the Asian
Pacific markets and particular issuers. Concentration of the Portfolio's
assets in one or a few of the Asian Pacific countries and Asian Pacific cur-
rencies will subject the Portfolio to greater risks than if the Portfolio's
assets were not geographically concentrated.     
 
  Under unusual economic or market conditions as determined by the investment
adviser, the Portfolio may temporarily invest for defensive purposes all or a
major portion of its assets in U.S. government securities or debt or equity
securities of
 
12
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
companies incorporated in and having their principal business activities in the
U.S. To the extent the Portfolio's assets are invested for temporary defensive
purposes, such assets will not be invested in a manner designed to achieve the
Portfolio's investment objective.
   
  In determining the appropriate distribution of investments among various
countries and geographic regions, the investment adviser ordinarily considers
the following factors: prospects for relative economic growth between coun-
tries; expected levels of inflation; government policies influencing business
conditions; the outlook for currency relationships; and the range of individual
investment opportunities available to international investors. In the future,
if any other relevant factors arise they will also be considered. In analyzing
companies for investment, the investment adviser ordinarily looks for one or
more of the following characteristics: an above-average earnings growth per
share; high return on invested capital; healthy balance sheet; sound financial
and accounting policies and overall financial strength; strong competitive
advantages; effective research and product development and marketing; efficient
service; pricing flexibility; strength of management; and general operating
characteristics which will enable the company to compete successfully in its
market place. Ordinarily, the investment adviser will not view a company as
being sufficiently well established to be considered for inclusion in the Port-
folio unless the company, together with any predecessors, has been operating
for at least three fiscal years. However, the Portfolio may invest up to 5% of
its assets in such "unseasoned" issuers.     
   
  It is expected that portfolio securities will ordinarily be traded on a stock
exchange or other market in the country in which the issuer is principally
based, but may also be traded on markets in other countries including, in many
cases, the United States securities exchanges and over-the-counter markets. The
Portfolio may invest in companies, large or small, whose earnings are believed
to be in a relatively strong growth trend, or in companies in which significant
further growth is not anticipated but whose market value per share is thought
to be undervalued. It may also invest in small and relatively less well-known
companies. Debt securities in which the Portfolio may invest will generally be
rated at the time of purchase at least Baa by Moody's Investors Service, Inc.
("Moody's") or BBB by Standard & Poor's Ratings Group ("S&P"). Debt securities
rated Baa or BBB may have speculative characteristics and changes in economic
conditions or other circumstances are more likely to lead to a weakened capac-
ity of their issuers to pay interest and repay principal than is the case with
higher rated securities.     
 
  To the extent that the Portfolio's assets are not otherwise invested as
described above, the assets may be held in cash, in any currency, or invested
in U.S. as well as foreign high quality money market instruments and equiva-
lents.
 
 
                                                                              13
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
 INVESTMENT PRACTICES
  The Portfolio may utilize from time to time one or more of the investment
practices described below to assist it in reaching its investment objective.
These practices involve potential risks which are summarized below.
 
  Currency, Interest Rate and Other Hedging Transactions. In order to protect
the dollar equivalent value of its portfolio securities against declines
resulting from currency value fluctuations and changes in interest rate or
other market changes, the Portfolio may enter into the following hedging
transactions: forward foreign currency contracts, interest rate and currency
swaps and financial instrument and market index futures contracts and related
options contracts.
 
  Currency Transactions -- The Portfolio will enter into various currency
transactions, i.e. forward foreign currency contracts, currency swaps, foreign
currency or currency index futures contracts and put and call options on such
contracts or on currencies. A forward foreign currency contract involves an
obligation to purchase or sell a specific currency for a set price at a future
date. A currency swap is an arrangement whereby each party exchanges one cur-
rency for another on a particular date and agrees to reverse the exchange on a
later date at a specific exchange rate. Forward foreign currency contracts and
currency swaps are established in the interbank market conducted directly
between currency traders (usually large commercial banks or other financial
institutions) on behalf of their customers. Futures contracts are similar to
forward contracts except that they are traded on an organized exchange and the
obligations thereunder may be offset by taking an equal but opposite position
to the original contract, with profit or loss determined by the relative
prices between the opening and offsetting positions. The Portfolio may enter
into these currency contracts and swaps in primarily the following circum-
stances: to "lock in" the U.S. dollar equivalent price of a security the Port-
folio is contemplating to buy or sell that is denominated in a non-U.S. cur-
rency; or to protect against a decline against the U.S. dollar of the currency
of a particular country to which the Portfolio has exposure. The Portfolio may
seek to achieve the same economic result by utilizing from time to time for
such hedging a currency different from the one of the given portfolio security
as long as, in the view of the investment adviser, such currency is essen-
tially correlated to the currency of the relevant portfolio security based on
historic and expected exchange rate patterns.
 
  Interest Rate Transactions -- The Portfolio will enter into various interest
rate transactions, i.e., futures contracts in various financial instruments
and interest rate related indices, put and call options on such futures con-
tracts and on such financial instruments and interest rate swaps. The Portfo-
lio will enter into these transactions primarily to "lock in" a return or
spread on a particular investment or portion of its portfolio and to protect
against any increase in the price of securities the Portfolio anticipates pur-
chasing at a later date. Interest rate swaps involve the exchange by the Port-
folio with another party of their respective commitment to pay or
 
14
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
receive interest, e.g., an exchange of floating-rate payments for fixed-rate
payments. The Portfolio will not enter into an interest rate swap transaction
in which its interest commitment is greater or measured differently from the
interest receivable on specific portfolio securities. Interest rate swaps may
be combined with currency swaps to take advantage of rate differentials in dif-
ferent markets on the same or similar securities.
 
  The Portfolio may enter into futures contracts and options on futures con-
tracts for non-hedging purposes, subject to applicable law.
 
  Market Index Transactions -- The Portfolio may also enter into various market
index contracts, i.e., index futures contracts on particular non-U.S. securi-
ties markets or industry segments and related put and call options. These con-
tracts are used primarily to protect the value of the Portfolio's securities
against a decline in a particular market or industry in which it is invested.
 
  General -- The Portfolio will engage in the foregoing transactions primarily
as a means to hedge risks associated with management of its portfolio. Invest-
ment in these contracts requires the Portfolio to deposit with the applicable
exchange or other specified financial intermediary as a good faith deposit for
its obligations an amount of cash or specified debt securities which initially
is 1-5% of the face amount of the contract and which thereafter fluctuates on a
periodic basis as the value of the contract fluctuates.
 
  Risks -- All of the foregoing transactions present certain risks. In particu-
lar, the variable degree of correlation between price movements of futures con-
tracts and dollar equivalent price movements in the currency or security being
hedged creates the possibility that losses on the hedge may be greater than
gains in the value of the Portfolio's securities. In addition, these instru-
ments may not be liquid in all circumstances and are generally closed out by
entering into offsetting transactions rather than by disposing of the Portfo-
lio's obligations. As a result, in volatile markets, the Portfolio may not be
able to close out a transaction without incurring losses. Although the contem-
plated use of these contracts should tend to minimize the risk of loss due to a
decline in the value of the hedged currency or security, at the same time they
tend to limit any potential gain which might result from an increase in the
value of such currency or security. The successful use of futures and options
is dependent upon the ability of the investment adviser to predict changes.
Finally, the daily deposit requirements in futures contracts create an ongoing
greater potential financial risk than do option purchase transactions, where
the exposure is limited to the cost of the premium for the option. Transactions
in futures and options on futures for non-hedging purposes involve greater
risks and could result in losses which are not offset by gains on other portfo-
lio assets.
 
  With respect to interest rate swaps, the Portfolio recognizes that such
arrangements are relatively illiquid and will include the principal amount of
the obligations
 
                                                                              15
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
owed to it under a swap as an illiquid security for purposes of the Portfo-
lio's investment restrictions except to the extent a third party (such as a
large commercial bank) has guaranteed the Portfolio's ability to offset the
swap at any time.
 
  Options. The Portfolio may purchase put and call options on securities which
are traded on an exchange in other markets, on currencies and, as developed
from time to time, various futures contracts on market indexes and other
instruments. Purchasing options may increase investment flexibility and
improve total return, but also risks loss of the option premium if an asset
the Portfolio has the option to buy declines in value or if an asset the Port-
folio has the option to sell increases in value. In order to assure that the
Portfolio will not be deemed to be a "commodity pool" for purposes of the Com-
modity Exchange Act, regulations of the Commodity Futures Trading Commission
("CFTC") require that the Portfolio enter into transactions in futures con-
tracts and options on futures contracts only (i) for bona fide hedging pur-
poses (as defined in CFTC regulations), or (ii) for non-hedging purposes, pro-
vided that the aggregate initial margin and premiums on such non-hedging posi-
tions does not exceed 5% of the liquidation value of the Portfolio's assets.
 
  Leverage. The Portfolio may borrow from banks, on a secured or unsecured
basis, up to 25% of the value of its assets. If the Portfolio borrows and uses
the proceeds to make additional investments, income and appreciation from such
investments will improve its performance if they exceed the associated borrow-
ing costs but impair its performance if they are less than such borrowing
costs. This speculative factor is known as "leverage".
 
  Leverage creates an opportunity for increased returns to shareholders of the
Portfolio but, at the same time, creates special risk considerations. For
example, leverage may exaggerate changes in the net asset value of the Portfo-
lio's shares and in the Portfolio's yield. Although the principal or stated
value of such borrowings will be fixed, the Portfolio assets may change in
value during the time the borrowing is outstanding. Leverage will create
interest or dividend expenses for the Portfolio which can exceed the income
from the assets retained. To the extent the income or other gain derived from
securities purchased with borrowed funds exceeds the interest or dividends the
Portfolio will have to pay in respect thereof, the Portfolio's net income or
other gain will be greater than if leverage had not been used. Conversely, if
the income or other gain from the incremental assets is not sufficient to
cover the cost of leverage, the net income or other gain of the Portfolio will
be less than if leverage had not been used. If the amount of income from the
incremental securities is insufficient to cover the cost of borrowing, securi-
ties might have to be liquidated to obtain required funds. Depending on market
or other conditions, such liquidations could be disadvantageous to the Portfo-
lio.
 
 
16
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
  Repurchase Agreements and Lending Securities. The Portfolio may enter into
repurchase agreements with up to 25% of its assets and may lend for a fee
portfolio securities amounting up to 15% of its assets. These transactions
must be fully collateralized at all times, and the investment adviser will
monitor the value of the collateral, which will be marked to the market daily,
to determine that the value is at least 100% of the agreed upon sum to be paid
to the Portfolio. Repurchase agreements and lending of portfolio securities
involve some credit risk to the Portfolio, if the other party defaults on its
obligations, since the Portfolio could be delayed or prevented from recovering
the collateral. The Portfolio currently does not expect that it will enter
into repurchase agreements on more than 5% of its assets.
 
  Reverse Repurchase Agreements. The Portfolio may invest up to 5% of its
assets in reverse repurchase agreements. Reverse repurchase agreements are
considered to be borrowings by the Portfolio and involve the sale of portfolio
securities with an agreement to repurchase the securities at an agreed-upon
price, date and interest payment.
       
  Illiquid Securities. The Portfolio may invest up to 15% of its assets in
securities (excluding those subject to Rule 144A under the Securities Act of
1933, as amended (the "1933 Act")), with contractual or other restrictions on
resale and other instruments that are not readily marketable, including (a)
repurchase agreements with maturities greater than seven days, (b) time depos-
its maturing from two business days through seven calendar days, (c) to the
extent that a liquid secondary market does not exist for the instruments,
futures contracts and options on those contracts and (d) other securities that
are subject to restrictions on resale that the investment adviser has deter-
mined are not liquid under guidelines established by the Fund's Board of
Directors; provided, however, that the Portfolio will not invest more than 5%
of its assets in securities that are restricted from resale to the public
until they have been registered under the 1933 Act.
 
 PORTFOLIO TRANSACTIONS AND TURNOVER
  All orders for transactions in securities and options on behalf of the Port-
folio are placed by the investment manager with broker/dealers that the
investment manager selects, including Smith Barney and other affiliated bro-
kers. Brokerage will be allocated to Smith Barney, to the extent and in the
manner permitted by applicable law, provided that, in the judgement of the
Board of Directors of the Fund, the commission, fee or other remuneration
received or to be received by Smith Barney (or any broker-dealer affiliate of
Smith Barney that is also a member of a securities exchange) is reasonable and
fair compared to the commission, fee or other remuneration received by other
brokers in connection with comparable transactions involving similar securi-
ties being purchased or sold on a securities exchange during the same or com-
parable period of time. In all trades directed to Smith Barney, the Fund has
been assured that its orders will be accorded priority over those received
from Smith Barney for its own accounts or for any of its directors, officers
or employees.
 
                                                                             17
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
The Fund will not deal with Smith Barney in any transaction in which Smith
Barney acts as principal.
   
  Although it is anticipated that most investments of the Portfolio will be
long-term in nature, the rate of portfolio turnover will depend upon market
and other conditions, and it will not be a limiting factor when the investment
adviser believes that portfolio changes are appropriate. It is expected that
the Portfolio's annual turnover rate will not exceed 100% in normal circum-
stances. Higher portfolio turnover rates can result in corresponding increases
in brokerage commissions for the Portfolio. See "Financial Highlights" for the
Portfolio's annual turnover rate during each year since inception.     
 
 RISK FACTORS
   
  Investors should realize that risk of loss is inherent in the ownership of
any securities and that shares of the Portfolio will fluctuate with the market
value of its securities. In addition, concentration of the Portfolio's assets
in one or a few of the Asian Pacific countries or currencies will subject the
Portfolio to greater risks than if the Portfolio's assets were not geographi-
cally concentrated.     
 
  Non-U.S. Securities. Investments in securities of non-U.S. 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 Portfolio will invest heavily in securities denominated or quoted in cur-
rencies other than the U.S. dollar, changes in foreign currency exchange rates
will, to the extent the Portfolio does not adequately hedge against such fluc-
tuations, affect the value of securities in its portfolio and the unrealized
appreciation or depreciation of investments so far as U.S. investors are con-
cerned. In addition, with respect to certain countries, there is the possibil-
ity of expropriation of assets, confiscatory taxation, political or social
instability or diplomatic developments which could adversely affect invest-
ments 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 com-
parable to or as uniform as those of U.S. companies. Non-U.S. securities mar-
kets, 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. compa-
nies. Transaction costs on non-U.S. 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. The Portfolio
might have greater difficulty taking appropriate legal action in non-U.S.
courts. Dividend and interest income from non-U.S. securities will gen-
 
18
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
erally be subject to withholding taxes by the country in which the issuer is
located and may not be recoverable by the Portfolio or the investors.
 
  Securities of Developing Countries. A developing country generally is consid-
ered to be a country that is in the initial stages of its industrialization
cycle. Investing in the equity markets of developing countries involves expo-
sure 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 devel-
oping 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.
 
VALUATION OF SHARES
 
 
  The Portfolio's net asset value per share is determined as of the close of
regular trading on the NYSE on each day that the NYSE is open, by dividing the
value of the Portfolio's net assets attributable to each Class by the total
number of shares of the Class outstanding.
 
  Securities owned by the Portfolio for which market quotations are readily
available are valued at current market value or, in their absence, at fair val-
ue. Securities traded on an exchange are valued at last sales prices on the
principal exchange on which each such security is traded, or if there were no
sales on that exchange on the valuation date, the last quoted sale, up to the
time of valuation, on the other exchanges. If instead there were no sales on
the valuation date with respect to these securities, such securities are valued
at the mean of the latest published closing bid and asked prices. Over-the-
counter securities are valued at last sales price or, if there were no sales
that day, at the mean between the bid and asked prices. Options, futures con-
tracts and options thereon that are traded on exchanges are also valued at last
sales prices as of the close of the principal exchange on which each is listed
or if there were no such sales on the valuation date, the last quoted sale, up
to the time of valuation, on the other exchanges. In the absence of any sales
on the valuation date, valuation shall be the mean of the latest closing bid
and asked prices. Securities with a remaining maturity of 60 days or less are
valued at amortized cost where the Board of Directors has determined that amor-
tized cost is fair value. Premiums received on the sale of call options will be
included in the Portfolio's net assets, and current market value of such
options sold by the Portfolio will be subtracted from the Portfolio's net
assets. Any other investments of the Portfolio, including restricted securities
and listed securities for which there is a thin market or that trade infre-
quently (i.e., securities for which prices are not readily available), are val-
ued at a fair value determined by the Board of Directors in good faith. This
value generally is determined as the amount that the Portfolio could reasonably
expect to receive from an orderly disposition of these assets over a reasonable
 
                                                                              19
<PAGE>
 
VALUATION OF SHARES (CONTINUED)
period of time but in no event more than seven days. The value of any security
or commodity denominated in a currency other than U.S. dollars will be con-
verted into U.S. dollars at the prevailing market rate as determined by the
investment adviser.
 
  Foreign securities trading may not take place on all days on which the NYSE
is open. Further, trading takes place in various foreign markets on days on
which the NYSE is not open. Accordingly, the determination of the net asset
value of the Portfolio may not take place contemporaneously with the determina-
tion of the prices of investments held by such Portfolio. Events affecting the
values of investments that occur between the time their prices are determined
and 4:00 P.M. on each day that the NYSE is open will not be reflected in the
Portfolio's net asset value unless the investment adviser, under the supervi-
sion of the Fund's Board of Directors, determines that the particular event
would materially affect net asset value. As a result, the Portfolio's net asset
value may be significantly affected by such trading on days when a shareholder
has no access to the Portfolio.
 
DIVIDENDS, DISTRIBUTIONS AND TAXES
 
 
 DIVIDENDS AND DISTRIBUTIONS
  The Fund declares and pays income dividends at least annually on shares of
the Portfolio and makes annual distributions of capital gains, if any, on such
shares.
 
  If a shareholder does not otherwise instruct, dividends and capital gain dis-
tributions will be reinvested automatically in additional shares of the same
Class at net asset value, subject to no sales charge or CDSC.
 
  Income dividends and capital gain distributions that are invested are cred-
ited to shareholders' accounts in additional shares at the net asset value as
of the close of business on the payment date. A shareholder may change the
option at any time by notifying his or her Smith Barney Financial Consultant.
Accounts held directly by First Data should notify First Data in writing at
least five business days prior to the payment date to permit the change to be
entered in the shareholder's account.
 
  The per share dividends on Class B and Class C shares of the Portfolio may be
lower than the per share dividends on Class A and Class Y shares principally as
a result of the distribution fee applicable with respect to Class B and Class C
shares. The per share dividends on Class A shares of the Portfolio may be lower
than the per share dividends on Class Y shares principally as a result of the
service fee applicable to Class A shares. Distributions of capital gains, if
any, will be in the same amount for Class A, Class B, Class C and Class Y
shares.
 
 
20
<PAGE>
 
DIVIDENDS, DISTRIBUTIONS AND TAXES (CONTINUED)
 TAXES
  The Portfolio intends to qualify as a regulated investment company under
Subchapter M of the Code to be relieved of Federal income tax on that part of
its net investment income and realized capital gains which it pays out to its
shareholders. To qualify, the Portfolio must meet certain tests, including dis-
tributing at least 90% of its investment company taxable income, and deriving
less than 30% of its gross income from the sale or other disposition of certain
investments held for less than three months.
 
  Dividends from net investment income and distributions of realized short-term
capital gains on the sale of securities, whether paid in cash or automatically
invested in additional shares of the Portfolio, are taxable to shareholders as
ordinary income. The Portfolio's dividends will not qualify for the dividends
received deduction for corporations. Dividends and distributions declared by
the Portfolio may also be subject to state and local taxes. Distributions out
of net long-term capital gains (i.e., net long-term capital gains in excess of
net short-term capital losses) are taxable to shareholders as long-term capital
gains. Information as to the tax status of dividends paid or deemed paid in
each calendar year will be mailed to shareholders as early in the succeeding
year as practical but not later than January 31.
 
  Income received by the Portfolio from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries. Tax conven-
tions between certain countries and the United States may reduce or eliminate
such taxes. It is impossible to determine the rate of foreign tax in advance
since the amount of the Portfolio's assets to be invested in various countries
is not known. Such foreign taxes would reduce the income of the Portfolio dis-
tributed to shareholders.
 
  If, at the end of the Portfolio's taxable year, more than 50% of the value of
the Portfolio's total assets consist of stock or securities of foreign corpora-
tions, the Portfolio may make an election pursuant to which foreign income
taxes paid by it will be treated as paid directly by its shareholders. The
Portfolio will make this election only if it deems the election to be in the
best interests of shareholders, and will notify shareholders in writing each
year if it makes the election and the amount of foreign taxes to be treated as
paid by the shareholders. If the Portfolio makes such an election, the amount
of such foreign taxes would be included in the income of shareholders, and a
shareholder other than a foreign corporation or non-resident alien individual
could claim either a credit or, provided the shareholder itemizes deductions, a
deduction for U.S. federal income tax purposes for such foreign taxes. Share-
holders who choose to utilize a credit (rather than a deduction) for foreign
taxes will be subject to the limitation that the credit may not exceed the
shareholders' U.S. tax (determined without regard to the availability of the
credit) attributable to their total foreign source taxable income. For this
purpose, the portion of dividends and distributions paid by the Portfolio from
its foreign source income
 
                                                                              21
<PAGE>
 
DIVIDENDS, DISTRIBUTIONS AND TAXES (CONTINUED)
will be treated as foreign source income. The Portfolio's gains and losses
from the sale of securities and from certain foreign currency gains and losses
will generally be treated as derived from U.S. sources. The limitation on the
foreign tax credit is applied separately to foreign source "passive income,"
such as the portion of dividends received from the Portfolio that qualifies as
foreign source income. In addition, the foreign tax credit is allowed to off-
set only 90% of the alternative minimum tax imposed on corporations and indi-
viduals. Because of these limitations, shareholders may be unable to claim a
credit for the full amount of their proportionate share of the foreign income
taxes paid by the Portfolio.
 
  In determining gain or loss, a shareholder who redeems or exchanges shares
in the Portfolio within 90 days of the acquisition of such shares will not be
entitled to include in tax basis the sales charges incurred in acquiring such
shares to the extent of any subsequent reduction in sales charges for invest-
ing in the Portfolio or a different Portfolio of the Fund, such as pursuant to
the rights discussed in "Exchange Privilege."
 
  The Fund is required to withhold and remit to the U.S. Treasury 31% of divi-
dends, distributions and redemption proceeds to shareholders who fail to pro-
vide a correct taxpayer identification number (the Social Security number in
the case of an individual) or to make the required certifications, or who have
been notified by the Internal Revenue Service that they are subject to backup
withholding and who are not otherwise exempt. The 31% withholding tax is not
an additional tax, but is creditable against a shareholder's federal income
tax liability.
 
  Prior to investing in shares of the Portfolio, investors should consult with
their tax advisors concerning the federal, state and local tax consequences of
such an investment.
 
PURCHASE OF SHARES
 
 
 GENERAL
  The Portfolio offers four Classes of shares. Class A shares are sold to
investors with an initial sales charge and Class B and Class C shares are sold
without an initial sales charge but are subject to a CDSC payable upon certain
redemptions. Class Y shares are sold without an initial sales charge or CDSC
and are available only to investors investing a minimum of $5,000,000 (except
for purchases of Class Y shares by Smith Barney 
Concert    Allocation      Series Inc., for which
there is no minimum purchase amount). See "Prospectus Summary--Alternative
Purchase Arrangements" for a discussion of factors to consider in selecting
which Class of shares to purchase.
 
  Purchases of Portfolio shares must be made through a brokerage account main-
tained with Smith Barney, an Introducing Broker or an investment dealer in the
 
22
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
selling group. In addition, certain investors, including qualified retirement
plans and certain other institutional investors, may purchase shares directly
from the Fund through First Data. When purchasing shares of the Portfolio,
investors must specify whether the purchase is for Class A, Class B, Class C
or Class Y shares. No maintenance fee will be charged by the Fund in connec-
tion with a brokerage account through which an investor purchases or holds
shares.
   
  Investors in Class A, Class B and Class C shares may open an account by mak-
ing an initial investment of at least $1,000 for each account, or $250 for an
IRA or a Self-Employed Retirement Plan in the Portfolio. Investors in Class Y
shares may open an account by making an initial investment of $5,000,000. Sub-
sequent investments of at least $50 may be made for all Classes. For partici-
pants 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 C shares and the subsequent investment requirement
for all Classes in the Portfolio is $25. For shareholders purchasing shares of
the Portfolio through the Systematic Investment Plan on a monthly basis, the
minimum initial investment requirement for Class A, Class B and Class C shares
and the subsequent investment requirement for all Classes is $25. For share-
holders purchasing shares of the Portfolio through the Systematic Investment
Plan on a quarterly basis, the minimum initial investment requirement for
Class A, Class B and Class C shares and the subsequent investment requirement
for all Classes is $50. There are no minimum investment requirements in Class
A shares for employees of Travelers and its subsidiaries, including Smith Bar-
ney, 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 its shares and to suspend the offering of
shares from time to time. Shares purchased will be held in the shareholder's
account by the Fund's transfer agent, First Data. Share certificates are
issued only upon a shareholder's written request to First Data.     
 
  Purchase orders received by the Fund or Smith Barney prior to the close of
regular trading on the NYSE, on any day the Portfolio 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 Portfolio calculates its
net asset value, are priced according to the net asset value determined on
that day, provided the order is received by the Fund or Smith Barney prior to
Smith Barney's close of business. For shares purchased through Smith Barney
and Introducing Brokers purchasing through Smith Barney, payment for Portfolio
shares is due on the third business day after the trade date. In all other
cases, payment must be made with the purchase order.
 
 
                                                                             23
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
 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, Smith Barney or First Data 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 institu-
tion indicated by the shareholder, to provide systematic additions to the
shareholder's Portfolio account. A shareholder who has insufficient funds to
complete the transfer will be charged a fee of up to $25 by Smith Barney or
First Data. The Systematic Investment Plan also authorizes Smith Barney to
apply cash held in the shareholder's 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 Smith
Barney Financial Consultant.     
 
 INITIAL SALES CHARGE ALTERNATIVE--CLASS A SHARES
  The sales charges applicable to purchases of Class A shares of the Portfolio
are as follows:
 
<TABLE>
<CAPTION>
                                  SALES CHARGE
                         ------------------------------      DEALERS'
                              % OF           % OF       REALLOWANCE AS % OF
  AMOUNT OF INVESTMENT   OFFERING PRICE AMOUNT INVESTED   OFFERING PRICE
---------------------------------------------------------------------------
  <S>                    <C>            <C>             <C>
  Less than $25,000           5.00%          5.26%             4.50%
  $ 25,000 - 49,999           4.00           4.17              3.60
    50,000 - 99,999           3.50           3.63              3.15
   100,000 - 249,999          3.00           3.09              2.70
   250,000 - 499,999          2.00           2.04              1.80
   500,000 and over            *               *                 *
---------------------------------------------------------------------------
</TABLE>
* Purchases of Class A shares, which when combined with current holdings of
  Class A shares offered with a sales charge equal or exceed $500,000 in the
  aggregate, will be made at net asset value without any initial sales charge,
  but will be subject to a CDSC of 1.00% on redemptions made within 12 months
  of purchase. The CDSC on Class A shares is payable to Smith Barney, which
  compensates Smith Barney Financial Consultants and other dealers whose cli-
  ents make purchases of $500,000 or more. The CDSC is waived in the same cir-
  cumstances in which the CDSC applicable to Class B and Class C shares is
  waived. See "Deferred Sales Charge Alternatives" and "Waivers of CDSC."
 
  Members of the selling group may receive up to 90% of the sales charge and
may be deemed to be underwriters of the Fund as defined in the 1933 Act.
 
  The reduced sales charges shown above apply to the aggregate of purchases of
Class A shares of the Portfolio made at one time by "any person," which
includes an individual, his or her spouse and children, or a trustee or other
fiduciary of a single trust estate or single fiduciary account. The reduced
sales charge minimums may also be met by aggregating the purchase with the net
asset value of all Class A
 
24
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
shares offered with a sales charge held in funds sponsored by Smith Barney
listed under "Exchange Privilege."
 
 INITIAL SALES CHARGE WAIVERS
   
  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 Travelers and its subsidiaries and any of 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 per-
sons 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 com-
pany with the Portfolio by merger, acquisition of assets or otherwise; (c) pur-
chases of Class A shares by any client of a newly employed Smith Barney Finan-
cial Consultant (for a period up to 90 days from the commencement of the Finan-
cial Consultant's employment with 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 Financial Consultant's prior employ-
er, (ii) was sold to the client by the Financial Consultant and (iii) was sub-
ject to a sales charge; (d) shareholders who have redeemed Class A shares in
the Portfolio (or Class A shares of another fund of the Smith Barney Mutual
Funds that are sold with a maximum 5.00% sales charge) and who wish to reinvest
their redemption proceeds in the Portfolio, provided the reinvestment is made
within 60 calendar days of the redemption; (e) accounts managed by registered
investment advisory subsidiaries of Travelers; (f) direct rollovers by plan
participants of distributions from a 401(k) plan offered to employees of Trav-
elers or its subsidiaries or a 401(k) plan enrolled in the 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; and (h) purchases by investors participating in a
Smith Barney fee-based arrangement. In order to obtain such discounts, the pur-
chaser 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 Portfolio may be purchased by "any person" (as defined
above) at a reduced sales charge or at net asset value determined by aggregat-
ing the dollar amount of the new purchase and the total net asset value of all
Class A shares of the Portfolio and of funds sponsored by 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
 
                                                                              25
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
discount, the purchaser must provide sufficient information at the time of pur-
chase 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.
 
 GROUP PURCHASES
  Upon completion of certain automated systems, a reduced sales charge or pur-
chase at net asset value will also be available to employees (and partners) of
the same employer purchasing as a group, provided each participant makes the
minimum initial investment required. The sales charge applicable to purchases
by each member of such a group will be determined by the table set forth above
under "Initial Sales Charge Alternative--Class A Shares," and will be based
upon the aggregate sales of Class A shares of Smith Barney Mutual Funds offered
with a sales charge to, and share holdings of, all members of the group. To be
eligible for such reduced sales charges or to purchase at net asset value, all
purchases must be pursuant to an employer- or partnership-sanctioned plan meet-
ing certain requirements. One such requirement is that the plan must be open to
specified partners or employees of the employer and its subsidiaries, if any.
Such plan may, but is not required to, provide for payroll deductions, IRAs or
investments pursuant to retirement plans under Sections 401 or 408 of the Code.
Smith Barney may also offer a reduced sales charge or net asset value purchase
for aggregating related fiduciary accounts under such conditions that Smith
Barney will realize economies of sales efforts and sales related expenses. An
individual who is a member of a qualified group may also purchase Class A
shares at the reduced sales charge applicable to the group as a whole. The
sales charge is based upon the aggregate dollar value of Class A shares offered
with a sales charge that have been previously purchased and are still owned by
the group, plus the amount of the current purchase. A "qualified group" is one
which (a) has been in existence for more than six months, (b) has a purpose
other than acquiring Portfolio shares at a discount and (c) satisfies uniform
criteria which enable Smith Barney to realize economies of scale in its costs
of distributing shares. A qualified group must have more than 10 members, must
be available to arrange for group meetings between representatives of the Port-
folio and the members, and must agree to include sales and other materials
related to the Portfolio in its publications and mailings to members at no cost
to Smith Barney. In order to obtain such reduced sales charge or to purchase at
net asset value, the purchaser must provide sufficient information at the time
of purchase to permit verification that the purchase qualifies for the reduced
sales charge. Approval of group purchase reduced sales charge plans is subject
to the discretion of Smith Barney.
 
 LETTER OF INTENT
  Class A Shares. A Letter of Intent for amounts of $50,000 or more provides an
opportunity for an investor to obtain a reduced sales charge by aggregating
invest-
 
26
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
ments 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 pur-
chases of all Class A shares of the Portfolio 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 Smith Barney Financial Consultant or First Data to obtain a Letter
of Intent application.
 
  Class Y Shares. A Letter of Intent may also be used as a way for investors
to meet the minimum investment requirement for Class Y shares. Such investors
must make an initial minimum purchase of $1,000,000 in Class Y shares of the
Portfolio and agree to purchase a total of $5,000,000 of Class Y shares of the
same Portfolio within six months from the date of the Letter. If a total
investment of $5,000,000 is not made within the six-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 Portfolio's Class A shares, which may include a CDSC of
1.00%. Please contact a Smith Barney Financial Consultant or First Data for
further information.
 
 DEFERRED SALES CHARGE ALTERNATIVES
  CDSC 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 Portfolio. A CDSC, however, may be imposed on cer-
tain redemptions of these shares. "CDSC Shares" are: (a) Class B shares; (b)
Class C shares; and (c) Class A shares which when combined with Class A shares
offered with a sales charge currently held by an investor equal or exceed
$500,000 in the aggregate.
 
  Any applicable CDSC 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. CDSC Shares that are redeemed will not be subject to a
CDSC to the extent that the value of such shares represents: (a) capital
appreciation of Portfolio 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 C shares
and Class A shares that are CDSC Shares, shares redeemed more than 12 months
after their purchase.
 
 
                                                                             27
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
   
  Class C shares and Class A shares that are CDSC Shares are subject to a 1.00%
CDSC if redeemed within 12 months of purchase. In circumstances in which the
CDSC 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
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 Smith Barney 401(k) Program, as described below.
See "Purchase of Shares--Smith Barney 401(k) and ExecChoice(TM) Programs."     
 
<TABLE>   
<CAPTION>
      YEAR SINCE PURCHASE
      PAYMENT WAS MADE      CDSC
---------------------------------
      <S>                   <C>
      First                 5.00%
      Second                4.00
      Third                 3.00
      Fourth                2.00
      Fifth                 1.00
      Sixth and thereafter  0.00
---------------------------------
</TABLE>    
 
  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 pro-
portion 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. Shareholders who held Class B shares of Smith Barney Shearson
Short-Term World Income Fund (the "Short-Term World Income Fund") on July 15,
1994 and who subsequently exchange those shares for Class B shares of the Port-
folio will be offered the opportunity to exchange all such Class B shares for
Class A shares of the Portfolio four years after the date on which those shares
were deemed to have been purchased. Holders of such Class B shares will be
notified of the pending exchange in writing approximately 30 days before the
fourth anniversary of the purchase date and, unless the exchange has been
rejected in writing, the exchange will occur on or about the fourth anniversary
date. See "Prospectus Summary--Alternative Purchase Arrangements--Class B
Shares Conversion Feature."
 
  In determining the applicability of any CDSC, 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 distribu-
tions and finally of other shares held by the shareholder for the longest
period of time. The length of time that CDSC 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
 
28
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
other Smith Barney Mutual Funds, and Portfolio 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 CDSC will reduce the gain or increase
the loss, as the case may be, on the amount realized on redemption. The amount
of any CDSC will be paid to Smith Barney.
 
  To provide an example, assume an investor purchased 100 Class B shares at
$10 per share for a cost of $1,000. Subsequently, the investor acquired 5
additional shares through dividend reinvestment. During the fifteenth month
after the purchase, the investor decided to redeem $500 of his or her invest-
ment. Assuming at the time of the redemption the net asset value had appreci-
ated to $12 per share, the value of the investor's shares would be $1,260 (105
shares at $12 per share). The CDSC 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 CDSC
   
  The CDSC 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") (provided, however, that
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)
redemption 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 a combination of the
Portfolio with any investment company by merger, acquisition of assets or oth-
erwise. 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 CDSC imposed on the prior redemption.     
 
  CDSC waivers will be granted subject to confirmation (by Smith Barney in the
case of shareholders who are also Smith Barney clients or by First Data in the
case of all other shareholders) of the shareholder's status or holdings, as
the case may be.
          
 SMITH BARNEY 401(k) AND EXECCHOICE(TM) PROGRAMS     
   
  Investors may be eligible to participate in the Smith Barney 401(k) Program
or the Smith Barney ExecChoice(TM) Program. To the extent applicable, the same
terms     
 
                                                                             29

<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
   
and conditions, which are outlined below, are offered to all plans participat-
ing ("Participating Plans") in these programs.     
   
  The Portfolio offers to Participating Plans Class A and Class C shares as
investment alternatives under the Smith Barney 401(k) and ExecChoiceTM Pro-
grams. Class A and Class C shares acquired through the Participating Plans are
subject to the same service and/or distribution fees as the Class A and Class C
shares acquired by other investors; however, they are not subject to any ini-
tial sales charge or CDSC. Once a Participating Plan has made an initial
investment in the Portfolio, all of its subsequent investments in the Portfolio
must be in the same Class of shares, except as otherwise described below.     
   
  Class A Shares. Class A shares of the Portfolio are offered without any sales
charge or CDSC to any Participating Plan that purchases $1,000,000 or more of
Class A shares of one or more funds of the Smith Barney Mutual Funds.     
   
  Class C Shares. Class C shares of the Portfolio are offered without any sales
charge or CDSC to any Participating Plan that purchases less than $1,000,000 of
Class C shares of one or more funds of the Smith Barney Mutual Funds.     
   
  401(k) and ExecChoiceTM Plans Opened On or After June 21, 1996. If, at the
end of the fifth year after the date the Participating Plan enrolled in the
Smith Barney 401(k) Program or ExecChoiceTM Program, a Participating Plan's
total Class C 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 C shares for Class A shares of the Portfolio. (For
Participating Plans that were originally established through a 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.     
   
  401(k) Plans Opened Prior to June 21, 1996. In any year after the date a Par-
ticipating Plan enrolled in the Smith Barney 401(k) Program, if its total Class
C 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 C shares for Class A shares of the
Portfolio. 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.     
 
 
30
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
   
  Any Participating Plan in the Smith Barney 401(k) or ExecChoice(TM) Program,
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 C shares for Class A shares of the Portfolio regardless of
asset size, at the end of the eighth year after the date the Participating Plan
enrolled in the Smith Barney 401(k) or ExecChoice(TM) Program. 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 C shares of the Portfolio but instead may acquire
Class A shares of the Portfolio. Any Class C shares not converted will continue
to be subject to the distribution fee.     
   
  Participating Plans wishing to acquire shares of the Portfolio through the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program must
purchase such shares directly from the Transfer Agent. For further information
regarding these Programs, investors should contact a Smith Barney Financial
Consultant.     
   
  Existing 401(k) Plans Investing in Class B Shares: Class B shares of the
Portfolio 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 CDSC 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
Portfolio. 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
of the Portfolio but instead may acquire Class A shares of the Portfolio. 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 con-
version feature as Class B shares held by other investors. See "Purchase of
Shares--Deferred Sales Charge Alternatives."     
   
  No CDSC 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 sharehold     -
 
                                                                              31
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
   
er's Class B shares above the purchase payments made during the preceding eight
years. Whether or not the CDSC 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
CDSC 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 CDSC 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 termina-
tion 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
59 1/2 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 Par-
ticipating Plan to an employee.     
 
EXCHANGE PRIVILEGE
   
  Except as otherwise noted below, shares of each Class may be exchanged for
shares of the same Class in the following funds of the 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 C shares are subject to min-
imum investment requirements and all shares are subject to the other require-
ments of the fund into which exchanges are made.     
 
 FUND NAME
  Growth Funds
    Smith Barney Aggressive Growth Fund Inc.
    Smith Barney Appreciation Fund Inc.
    Smith Barney Fundamental Value Fund Inc.
    Smith Barney Growth Opportunity Fund
    Smith Barney Managed Growth Fund
    Smith Barney Natural Resources Fund Inc.
    Smith Barney Special Equities Fund
           
  Growth and Income Funds
       
    Concert Social Awareness Fund     
    Smith Barney Convertible Fund
    Smith Barney Funds, Inc.--Equity Income Portfolio
    Smith Barney Growth and Income Fund
    Smith Barney Premium Total Return Fund
           
    Smith Barney Utilities Fund
 
 
32
<PAGE>
 
EXCHANGE PRIVILEGE (CONTINUED)
  Taxable Fixed-Income Funds
    ** Smith Barney Adjustable Rate Government Income Fund
    Smith Barney Diversified Strategic Income Fund
           
    +++Smith Barney Funds, Inc.--Short-Term U.S. Treasury Securities
    Portfolio
    Smith Barney Funds, Inc.--U.S. Government Securities Portfolio
    Smith Barney Government Securities Fund
    Smith Barney High Income Fund
    Smith Barney Investment Grade Bond Fund
    Smith Barney Managed Governments Fund Inc.
 
  Tax-Exempt Funds
    Smith Barney Arizona Municipals Fund Inc.
    Smith Barney California Municipals Fund Inc.
    * Smith Barney Intermediate Maturity California Municipals Fund
    * Smith Barney Intermediate Maturity New York Municipals Fund
    Smith Barney Managed Municipals Fund Inc.
    Smith Barney Massachusetts Municipals Fund
           
    Smith Barney Muni Funds--Florida Portfolio
    Smith Barney Muni Funds--Georgia Portfolio
    * Smith Barney Muni Funds--Limited Term Portfolio
    Smith Barney Muni Funds--National Portfolio
    Smith Barney Muni Funds--New York Portfolio
           
    Smith Barney Muni Funds--Pennsylvania Portfolio
    Smith Barney New Jersey Municipals Fund Inc.
    Smith Barney Oregon Municipals Fund
    Smith Barney Tax-Exempt Income Fund
 
  International Funds
    Smith Barney World Funds, Inc.--Emerging Markets Portfolio
    Smith Barney World Funds, Inc.--European Portfolio
    Smith Barney World Funds, Inc.--Global Government Bond Portfolio
    Smith Barney World Funds, Inc.--International Balanced Portfolio
    Smith Barney World Funds, Inc.--International Equity Portfolio
 
  Smith Barney Concert    Allocation     Series Inc.
       
    Smith Barney Concert    Allocation    Series Inc.--Balanced Portfolio
    Smith Barney Concert   Allocation     Series Inc.--Conservative Portfolio
       
    Smith Barney Concert Allocation Series Inc.--Growth Portfolio     
       
    Smith Barney Concert Allocation Series Inc.--High Growth Portfolio     
    Smith Barney Concert    Allocation    Series Inc.--Income Portfolio
 
  Money Market Funds
    + Smith Barney Exchange Reserve Fund
    ++ Smith Barney Money Funds, Inc.--Cash Portfolio
 
                                                                              33
<PAGE>
 
EXCHANGE PRIVILEGE (CONTINUED)
    ++ Smith Barney Money Funds, Inc.--Government Portfolio
    *** Smith Barney Money Funds, Inc.--Retirement Portfolio
    +++ Smith Barney Municipal Money Market Fund, Inc.
    +++ Smith Barney Muni Funds--California Money Market Portfolio
    +++ Smith Barney Muni Funds--New York Money Market Portfolio
--------------------------------------------------------------------------------
  * Available for exchange with Class A, Class C and Class Y shares of the
    Portfolio.
 ** Available for exchange with Class A, Class B and Class Y shares of the
    Portfolio. In addition, shareholders who own Class C shares of the Portfo-
    lio through the Smith Barney 401(k) Program may exchange those shares for
    Class C shares of this fund.
*** Available for exchange with Class A shares of the Portfolio.
  + Available for exchange with Class B and Class C shares of the Portfolio.
   
 ++ Available for exchange with Class A and Class Y shares of the Portfolio. In
    addition, shareholders who own Class C shares of the Portfolio through the
    Smith Barney 401(k) or ExecChoice(TM) Programs may exchange those shares
    for Class C shares of this fund.     
+++ Available for exchange with Class A and Class Y shares of the Portfolio.
       
  Class B Exchanges. In the event a Class B shareholder (unless such share-
holder was a Class B shareholder of the Short-Term World Income Fund on July
15, 1994) wishes to exchange all or a portion of his or her shares in any of
the funds imposing a higher CDSC than that imposed by the Portfolio, the
exchanged Class B shares will be subject to the higher applicable CDSC. 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 Portfolio that have been exchanged.
 
  Class C Exchanges. Upon an exchange, the new Class C shares will be deemed to
have been purchased on the same date as the Class C shares of the Portfolio
that have been exchanged.
   
  Class A and Class Y Exchanges. Class A and Class Y shareholders of the Port-
folio 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 imposi-
tion of any charge.     
 
  Additional Information Regarding the Exchange Privilege. Although the
exchange privilege is an important benefit, excessive exchange transactions can
be detrimental to the Portfolio's performance and its shareholders. The invest-
ment manager may determine that a pattern of frequent exchanges is excessive
and contrary to the best interests of the Portfolio's other shareholders. In
this event, the Fund may, at its discretion, decide to limit additional pur-
chases and/or exchanges by the shareholder. Upon such a determination, the Fund
will provide notice in writing or by telephone to the shareholder at least 15
days prior to suspending the exchange privilege and during the 15 day period
the shareholder will be required to (a) redeem his or her shares in the Portfo-
lio or (b) remain invested in the Portfolio or exchange into any of the funds
of the Smith Barney Mutual Funds ordinarily available, which position the
shareholder would be expected to maintain for a significant
 
34
<PAGE>
 
EXCHANGE PRIVILEGE (CONTINUED)
period of time. All relevant factors will be considered in determining what
constitutes an abusive pattern of exchanges.
   
  Certain shareholders may be able to exchange shares by telephone. See "Re-
demption of Shares--Telephone Redemptions and Exchange Program." Exchanges will
be processed at the net asset value next determined. Redemption procedures dis-
cussed below are also applicable for exchanging shares, and exchanges will be
made upon receipt of all supporting documents in proper form. If the account
registration of the shares of the fund being acquired is identical to the reg-
istration of the shares of the fund exchanged, no signature guarantee is
required. A capital gain or loss for tax purposes will be realized upon the
exchange, depending upon the cost or other basis of shares redeemed. Before
exchanging shares, investors should read the current prospectus describing the
shares to be acquired. The Portfolio reserves the right to modify or discon-
tinue exchange privileges upon 60 days' prior notice to shareholders.     
 
REDEMPTION OF SHARES
 
 
  The Fund is required to redeem the shares of the Portfolio 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 CDSC. 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 redemp-
tion must specify the Class being redeemed. In the event of a failure to spec-
ify which Class, or if the investor owns fewer shares of the Class than speci-
fied, the redemption request will be delayed until the Fund's transfer agent
receives further instructions from Smith Barney, or if the shareholder's
account is not with Smith Barney, from the shareholder directly. 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 permit-
ted under the 1940 Act in extraordinary circumstances. Generally, if the
redemption proceeds are remitted to a Smith Barney brokerage account, these
funds will not be invested for the shareholder's benefit without specific
instruction and 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.     
 
  Shares held by Smith Barney as custodian must be redeemed by submitting a
written request to a Smith Barney Financial Consultant. Shares other than those
held by Smith Barney as custodian may be redeemed through an investor's Finan-
 
                                                                              35
<PAGE>
 
REDEMPTION OF SHARES (CONTINUED)
cial Consultant, Introducing Broker or dealer in the selling group or by sub-
mitting a written request for redemption to:
 
  Smith Barney World Funds, Inc./Pacific Portfolio
  Class A, B, C or Y (please specify)
  c/o First Data Investor Services Group, Inc.
  P.O. Box 9134
  Boston, Massachusetts 02205-9134
   
  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 regis-
tered. If the shares to be redeemed were issued in certificate form, the cer-
tificates must be endorsed for transfer (or be accompanied by an endorsed stock
power) and must be submitted to First Data together with the redemption
request. Any signature appearing on a share certificate, stock power or written
redemption request in excess of $2,000 must be guaranteed by an eligible guar-
antor 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 $2,000 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. First Data may require additional supporting doc-
uments for redemptions made by corporations, executors, administrators, trust-
ees or guardians. A redemption request will not be deemed properly received
until First Data receives all required documents in proper form.     
 
 AUTOMATIC CASH WITHDRAWAL PLAN
  The Portfolio 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 share-
holder 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 Portfolio. Any applicable CDSC 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 CDSC at the time the with-
drawal plan commences. (With respect to withdrawal plans in effect prior to
November 7, 1994, any applicable CDSC 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 CDSC.) For further information regarding the automatic cash withdrawal
plan, shareholders should contact a Smith Barney Financial Consultant.
 
 
36
<PAGE>
 
REDEMPTION OF SHARES (CONTINUED)
 TELEPHONE REDEMPTION AND EXCHANGE PROGRAM
  Shareholders who do not have a Smith Barney brokerage account may be eligi-
ble to redeem and exchange Fund shares by telephone. To determine if a share-
holder is entitled to participate in this program, he or she should contact
First Data 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 First Data upon request. (Alter-
natively, an investor may authorize telephone redemptions on the new account
application with the applicant's signature guarantee when making his/her ini-
tial investment in the Fund.)
 
  Redemptions. Redemption requests of up to $10,000 of any class or classes of
the Fund's shares, may be made by eligible shareholders by calling First Data
at 1-800-451-2010. Such requests may be made between 9:00 a.m. and 5:00 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 per-
mitted 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 First Data 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 its agents will be liable for following instruc-
tions 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.
 
                                                                             37
<PAGE>
 
MINIMUM ACCOUNT SIZE
   
  The Fund reserves the right to involuntarily liquidate any shareholder's
account in the Portfolio if the aggregate net asset value of the shares held
in the Portfolio account is less than $500. (If a shareholder has more than
one account in this Portfolio, each account must satisfy the minimum account
size.) The Fund, however, will not redeem shares based solely on market reduc-
tions in net asset value. Before the Fund exercises such right, shareholders
will receive written notice and will be permitted 60 days to bring accounts up
to the minimum to avoid involuntary liquidation.     
 
PERFORMANCE
 
 
  From time to time the Portfolio may include its 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 C and Class Y shares of the Portfolio. 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 reinvest-
ment of all income dividends and capital gain distributions on the reinvest-
ment dates at prices calculated as stated in this Prospectus, then dividing
the value of the investment at the end of the period so calculated by the ini-
tial 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 with nonstandard total return information for differ-
ing periods computed in the same manner but without annualizing the total
return or taking sales charges into account. The Portfolio calculates current
dividend return for each Class by dividing the current dividend 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 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 calcu-
lating current dividend return should be considered when comparing a Class'
current return to yields published for other investment companies and other
investment vehicles. The Portfolio may also include comparative performance
information in advertising or marketing its shares. Such performance informa-
tion may include data from Lipper Analytical Services, Inc. and other finan-
cial publications.
 
 
38
<PAGE>
 
MANAGEMENT OF THE FUND
 
 BOARD OF DIRECTORS
   
  Overall responsibility for management and supervision of the Portfolio rests
with the Fund's Board of Directors. The Directors approve all significant
agreements between the Fund and the companies that furnish services to the Fund
and the Portfolio, including agreements with the Fund's distributor, investment
manager, custodian and transfer agent. The day-to-day operations of the Portfo-
lio are delegated to the Portfolio's investment manager. The Statement of Addi-
tional Information contains background information regarding each Director and
executive officer of the Fund.     
 
 MANAGER
   
  The Manager manages the day-to-day operations of the Portfolio pursuant to a
management agreement entered into by the Fund on behalf of the Portfolio under
which the Manager is responsible for furnishing or causing to be furnished to
the Portfolio advice and assistance with respect to the acquisition, holding or
disposal of securities and recommendations with respect to other aspects and
affairs of the Portfolio and furnishes the Portfolio with bookkeeping, account-
ing and administrative services, office space and equipment, and the services
of the officers and employees of the Fund. By written agreement the Research
and other departments and staff of Smith Barney furnish the Manager with infor-
mation, advice and assistance and are available for consultation on the Portfo-
lio, thus Smith Barney may also be considered an investment adviser to the
Fund. Smith Barney's services are paid for by the Manager on the basis of
direct and indirect costs to Smith Barney of performing such services; there is
no charge to the Fund for such services. For the services provided by the Man-
ager, the management agreement provides that the Portfolio will pay the Manager
an annual fee calculated at the rate of 0.85% of the Portfolio's average daily
net assets, paid monthly. Although this fee is higher than that paid by most
investment companies, the Portfolio's management has determined that it is com-
parable to the fee charged by other investment advisers of investment companies
that have similar investment objectives and policies. Total operating expenses
incurred by the Portfolio for this period were 2.64% for Class A shares, 3.65%
for Class B shares and 3.46% for Class C shares.     
 
  The management agreement further provides that all other expenses not specif-
ically assumed by the Manager under the management agreement on behalf of the
Portfolio are borne by the Fund. Expenses payable by the Fund include, but are
not limited to, all charges of custodians (including sums as custodian and sums
for keeping books and for rendering other services to the Fund) and shareholder
servicing agents, expenses of preparing, printing and distributing all prospec-
tuses, proxy material, reports and notices to shareholders, all expenses of
shareholders' and directors' meetings, filing fees and expenses relating to the
registration and qualification of the Fund's shares and the Fund under federal
or state securities laws and maintaining such registrations and qualifications
(including the printing of the Fund's
 
                                                                              39
<PAGE>
 
MANAGEMENT OF THE FUND (CONTINUED)
registration statements), fees of auditors and legal counsel, costs of per-
forming portfolio valuations, out-of-pocket expenses of directors and fees of
directors who are not "interested persons" as defined in the 1940 Act, inter-
est, taxes and governmental fees, fees and commissions of every kind, expenses
of issue, repurchase or redemption of shares, insurance expense, association
membership dues, all other costs incident to the Fund's existence and extraor-
dinary expenses such as litigation and indemnification expenses. Direct
expenses are charged to each of the Fund's Portfolios; general corporate
expenses are allocated on the basis of relative net assets.
   
  The Manager was incorporated on March 12, 1968 under the laws of Delaware.
As of December 31, 1996 the Manager had aggregate assets under management of
approximately $80 billion. The Manager, Smith Barney and Holdings are each
located at 388 Greenwich Street, New York, New York 10013. The term "Smith
Barney" in the title of the Fund has been adopted by permission of Smith Bar-
ney and is subject to the right of Smith Barney to elect that the Fund stop
using the term in any form or combination of its name.     
 
 PORTFOLIO MANAGEMENT
   
  The Portfolio is managed by Maurits E. Edersheim and a team of sea-
soned international equity portfolio managers, who collectively have over 125
years of experience and manage in excess of $2 billion of global equity assets
for other investment companies and managed accounts. Mr. Edersheim is Chairman
and Advisory Director of the Fund and is Deputy Chairman of Smith Barney
International Incorporated. Mr. David S. Ishibashi, a Vice President of Smith
Barney, and Mr. Scott Kalb, a Managing Director of Smith Barney, are responsi-
ble for the day-to-day operations of the Portfolio, making all of the invest-
ment decisions since October, 1996. Mr. Ishibashi joined Smith Barney in 1993
and Mr. Kalb joined Smith Barney in 1990, as members of the international
equity team. Prior to joining Smith Barney, Mr. Ishibashi was responsible for
Japanese equities and headed the Japan desk at SG Warburg, and Mr. Kalb served
as Vice President of Equity Research at Drexel Burnham. 

  Management's discussion and analysis, and additional performance information
regarding the Portfolio during the fiscal year ended October 31, 1996 is
included in the Annual Report dated October 31, 1996. A copy of the Annual
Report may be obtained upon request and without charge from a Smith Barney
Financial Consultant or by writing or calling the Fund at the address or phone
number listed on page one of this Prospectus.     
 
 
40
<PAGE>
 
DISTRIBUTOR
 
  Smith Barney distributes shares of the Portfolio as principal underwriter and
as such conducts a continuous offering pursuant to a "best efforts" arrangement
requiring Smith Barney to take and pay for only such securities as may be sold
to the public. Pursuant to a plan of distribution adopted by the Portfolio
under Rule 12b-1 under the 1940 Act (the "Plan"), Smith Barney is paid a serv-
ice fee with respect to Class A, Class B and Class C shares of the Portfolio at
the annual rate of 0.25% of the average daily net assets attributable to these
Classes. Smith Barney is also paid a distribution fee with respect to Class B
and Class C shares at the annual rate of 0.75% of the average daily net assets
attributable to these Classes. Class B shares that automatically convert to
Class A shares eight years after the date of original purchase will no longer
be subject to a distribution fee. The fees are used by Smith Barney to pay its
Financial Consultants for servicing shareholder accounts and, in the case of
Class B and Class C 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 Smith Barney Financial Consultants and other persons who pro-
vide support services in connection with the distribution of shares; interest
and/or carrying charges; and indirect and overhead costs of Smith Barney asso-
ciated with the sale of Portfolio shares, including lease, utility, communica-
tions and sales promotion expenses.
 
  The payments to Smith Barney Financial Consultants for selling shares of a
Class include a commission or fee paid by the investor or Smith Barney at the
time of sale and, with respect to Class A, Class B and Class C shares, a con-
tinuing fee for servicing shareholder accounts for as long as a shareholder
remains a holder of that Class. Smith Barney Financial Consultants may receive
different levels of compensation for selling different Classes of shares.
 
  Payments under the Plan with respect to Class B and Class C shares are not
tied exclusively to the distribution and shareholder services expenses actually
incurred by Smith Barney and the payments may exceed distribution expenses
actually incurred. The Fund's Board of Directors will evaluate the appropriate-
ness of the Plan and its payment terms on a continuing basis and in so doing
will consider all relevant factors, including expenses borne by Smith Barney,
amounts received under the Plan and proceeds of the CDSC.
 
ADDITIONAL INFORMATION
 
 
  The Fund, an open-end investment company, was incorporated in Maryland on
March 22, 1991. The Fund has an authorized capital of 1,000,000,000 shares with
a par value of $.001 per share. The Board of Directors has authorized the issu-
ance of six series of shares, each representing shares in one of six separate
Portfolios and may authorize the issuance of additional series of shares in the
future. The assets of
 
                                                                              41
<PAGE>
 
ADDITIONAL INFORMATION (CONTINUED)
each Portfolio are segregated and separately managed and a shareholder's inter-
est is in the assets of the Portfolio in which he or she holds shares. Class A,
Class B, Class C and Class Y shares of the Portfolio represent interests in the
assets of the Portfolio and have identical voting, dividend, liquidation and
other rights on the same terms and conditions except that expenses related to
the distribution of each Class of shares are borne solely by each Class and
each Class of shares has exclusive voting rights with respect to provisions of
the Fund's Rule 12b-1 distribution plan which pertain to a particular Class. As
described under "Voting" in the Statement of Additional Information, the Fund
ordinarily will not hold meetings of shareholders annually; however, sharehold-
ers have the right to call a meeting upon a vote of 10% of the Fund's outstand-
ing shares for the purpose of voting to remove directors, and the Fund will
assist shareholders in calling such a meeting as required by the 1940 Act.
Shares do not have cumulative voting rights or preemptive rights and are fully
paid, transferable and nonassessable when issued for payment as described in
this Prospectus.
   
  The Chase Manhattan Bank, located at Chase MetroTech Center, Brooklyn, New
York 11245, serves as custodian of the Portfolio's investments.     
 
  First Data, located at Exchange Place, Boston, Massachusetts 02109, serves as
the Fund's transfer agent.
 
  The Fund sends its shareholders a semi-annual report and an audited annual
report, which include listings of the investment securities held by the Fund at
the end of the period covered. In an effort to reduce the Fund's printing and
mailing costs, the Fund plans to consolidate the mailing of its semi-annual and
annual reports by household. This consolidation means that a household having
multiple accounts with the identical address of record will receive a single
copy of each report. In addition, the Fund also plans to consolidate the mail-
ing of its 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 account should contact their Smith Barney Financial Consultant
or the Fund's transfer agent.
 
42
<PAGE>
 
 
 
 
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<PAGE>
 
 
                                                                    SMITH BARNEY
                                               ---------------------------------
                                               A Member of TravelersGroup [LOGO]
 
 
 
 
 
 
 
 
                                                                    SMITH BARNEY
                                                               WORLD FUNDS, INC.
                                                               PACIFIC PORTFOLIO
 
 
                                                            388 Greenwich Street
                                                        New York, New York 10013
                                                                  
                                                               FD 0479 2/97