Notes to Financial Statements (unaudited)
1. Significant Accounting Policies
Smith Barney Small Cap Growth Opportunities Fund (the “Fund”) is a separate diversified series of Smith Barney Trust II (the “Trust”), a Massachusetts business trust. The Trust is registered under the Investment Company Act of 1940, as amended, as an open-end, management investment company. Prior to November 1, 2001, the Fund sought to achieve its investment objectives by investing substantially all of its assets in Small Cap Growth Portfolio (the “Portfolio”). On October 29, 2001, the Board of Trustees approved a change in the investment structure of the Fund. Effective November 1, 2001, the Fund withdrew its investment in the Portfolio through an in-kind redemption equal to the Fund’s proportionate share of the Portfolio’s net assets. Subsequent to the redemption in-kind from the Portfolio, the Fund ceased utilizing a hub and spoke investment structure and began investing directly in investment securities. Prior to May 13, 2002, the investment manager of the Fund was Citi Fund Management Inc. Effective May 13, 2002, the investment manager became Smith Barney Fund Management LLC (the “Manager”). Citigroup Global Markets Inc. (“CGM”), formerly known as Salomon Smith Barney Inc. (“SSB”), serves as the Fund’s distributor, (the “Distributor”) and continues to sell Fund shares to the public as a member of the selling group. Citi Fund Management Inc., the Manager and CGM are subsidiaries of Citigroup Inc. (“Citigroup”).
Citicorp Trust Bank, fsb. (“CTB”), a subsidiary of Citigroup, acts as the Fund’s transfer agent and PFPC Global Fund Services (“PFPC”) acts as the Fund’s sub-transfer agent. CTB receives fees and asset-based fees that vary according to the account size and type of account. PFPC is responsible for shareholder recordkeeping and financial processing for all shareholder accounts and is paid by CTB. For the six months ended April 30, 2003 the Fund paid transfer agent fees of $10,263 to CTB.
The Fund offers Class A, Class B, Class L and Class Y shares. Class A shares have a front-end, or initial, sales charge. This sales charge may be reduced or eliminated in certain circumstances. Class B shares have no front-end sales charge, pay a higher ongoing distribution fee than Class A shares, and are subject to a deferred sales charge if sold within five years of purchase. Class B shares automatically convert into Class A shares after eight years. Class L shares have a front-end, or initial, sales charge that is lower than Class A shares, pay a higher ongoing distribution fee than Class A shares, and are subject to a deferred sales charge if sold within one year of purchase. Expenses of the Fund are borne pro-rata by the holders of each class of shares, based on the proportionate interest in the Fund represented by the daily net assets of such class, except that each class bears expenses unique to that class (including the Rule 12b-1 service and distribution fees applicable to such class), and votes as a class only with respect to its own Rule 12b-1 plan. Shares of each class would receive their pro-rata share of the net assets of the Fund, if the Fund were liquidated. Class A shares have lower expenses than Class B and Class L shares. For the six months ended April 30, 2003, the Fund has been informed that the Distributor retained front-end net commissions paid by investors of $5,000 and $1,000 from sales of Class A and Class L shares, respectively and $1,000 and $0 in deferred sales charges from redemptions of Class B and Class L shares, respectively.
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements.Actual results could differ from those estimates.
The significant accounting policies consistently followed by the Fund are as follows:
A. Investment Security Valuations Equity securities listed on securities exchanges are valued at last sale prices. Securities listed on the NASDAQ National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price on that day, at the last sale price. Unlisted securities or listed securities for which last sale prices are not available are valued at last quoted bid prices. Debt securities (other than short-term obligations maturing in sixty days or less) are valued on the basis of valuations furnished by pricing services approved by the Board of Trustees which take into account appropriate factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, and other market data, without exclusive reliance on quoted prices or exchange or over-the- counter prices. Short-term obligations, maturing in 60 days or less, are value at amortized cost, which constitutes fair value as determined by the Trustees. Securities, if any, for which there are no such valuations or quotations are valued at fair value as determined in good faith by or under guidelines established by the Trustees.
9 Smith Barney Small Cap Growth Opportunities Fund | 2003 Semi-annual Report to Shareholders
Notes to Financial Statements (unaudited) (continued)
B. Income Interest income consists of interest accrued and discount earned, adjusted for amortization of premium or accretion of discount on long-term debt securities. Dividend income is recorded on the ex-dividend date.
C. Federal Taxes The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders all of its taxable income, including any net realized gain on investment transactions. Accordingly, no provision for federal income or excise tax is necessary. At October 31, 2002, the Fund for federal income tax purposes had a loss carryover of $804,000, of which $308,000 will expire in October 2009 and $496,000 which will expire in October 2010.
D. Expenses The Fund bears all costs of its operations other than expenses specifically assumed by the Manager. Expenses incurred by the Trust with respect to any two or more funds or series are allocated in proportion to the average net assets of each fund, except when allocations of direct expenses to each fund can otherwise be made fairly. Expenses directly attributable to a fund were charged to that fund.
E. Distributions Distributions to shareholders are recorded on the ex-dividend date. The amount and character of income and net realized gains to be distributed are determined in accordance with income tax rules and regulations, which may differ from generally accepted accounting principles. These differences are attributable to permanent book and tax accounting differences. Reclassifications are made to the Fund’s capital accounts to reflect income and net realized gains available for distribution (or available capital loss carryovers) under income tax rules and regulations. For the year ended October 31, 2002, the Fund reclassified $3,986,512 from paid in capital, $154,309 to accumulated investment loss and $3,832,203 to accumulated realized gain.
F. Repurchase Agreements It is the policy of the Fund to require the custodian bank to take possession, to have legally segregated in the Federal Reserve Book Entry System or to have segregated within the custodian bank’s vault, all securities held as collateral in support of repurchase agreements. The Fund requires continued maintenance of the market value (plus accrued interest) of the collateral in amounts at least equal to the repurchase price.
G. Other Investment transactions are accounted for on the date the investments are purchased or sold. Realized gains and losses are determined on the identified cost basis.
2. Management Fees
The Manager is responsible for overall management of the Fund’s business affairs, and has a Management Agreement with the Fund.The Manager or an affiliate also provides certain administrative services to the Fund.These administrative services include providing general office facilities and supervising the overall administration of the Fund.
The management fees paid to the Manager are accrued daily and payable monthly. The management fee is computed at the annual rate of 1.10% of the Funds’ average daily net assets. The management fee amounted to $105,337, all of which was voluntarily waived for the six months ended April 30, 2003.
The Trust pays no compensation directly to any Trustee or any other officer who is affiliated with the Manager, all of whom receive remuneration for their services to the Trust from the Manager or its affiliates.
3. Distribution/Service Fees
The Fund maintains separate Service Plans for Class A, Class B and Class L shares, which have been adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended. Under the Class A Service Plan, the Fund may pay monthly fees at an annual rate not to exceed 0.25% of the average daily net assets represented by Class A shares of the Fund. The Service fees for Class A shares amounted to $20,375 for the six months ended April 30, 2003. Under the Class B and Class L Service Plans, the Fund may pay a combined monthly distribution and service fee at an annual rate not to exceed 1.00% of the average daily net assets represented by Class B and Class L shares of the Fund, respectively.The Service fees for Class B and Class L shares amounted to $8,178 and $6,083 respectively, for the six months ended April 30, 2003. These fees may be used to make payments to the Distributor for distribution services and to others as compensation for the sale of shares of the applicable class of the Fund, for advertising, marketing, or other promotional activity, and for preparation, printing and
10 Smith Barney Small Cap Growth Opportunities Fund | 2003 Semi-annual Report to Shareholders
Notes to Financial Statements (unaudited) (continued)
distribution of prospectuses, statements of additional infor mation and reports for recipients other than regulators and existing shareholders.The Fund also may make payments to the Distributor and others for providing personal service or the maintenance of shareholder accounts.
4. Purchases and Sales of Investments
Purchases and sales of investments, other than short-term obligations, aggregated $1,652,651 and $4,863,940 respectively, for the six months ended April 30, 2003.
5. Federal Income Tax Basis of Investments
The cost and unrealized appreciation (depreciation) in value of the investment securities owned at April 30, 2003, as com puted on a federal income tax basis, are as follows:
| Aggregate cost | $ | 19,791,293 | |
| |
| Gross unrealized appreciation | $ | 2,591,692 | |
| Gross unrealized depreciation | (4,224,410 | ) |
| |
| Net unrealized depreciation | $ | (1,632,718 | ) |
| |
| | | |
| 6. Income Tax Information and Distributions to Shareholders | | | |
| At October 31, 2002 the tax basis components of distributable earnings were: | | | |
|
|
| |
| Undistributed ordinary income | $ | 0 | |
|
|
| |
| Accumulated capital gains (losses) | $ | (804,122) | |
|
|
| |
| Unrealized depreciation | $ | (2,862,714) | |
|
|
| |
The difference between book basis and tax basis unrealized depreciation is attributable primarily to the Fund’s in-kind redemption received in exchange for the Fund’s investment in the Portfolio.
7. Shares of Beneficial Interest
The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value).Transactions in shares of beneficial interest were as follows:
| | Six Months Ended | | Year Ended | |
| | April 30, 2003 | | October 31, 2002 | |
|
|
|
| |
| Class A | | | | |
| Shares sold | 221,953 | | 311,000 | |
| Shares issued on reinvestment | — | | — | |
| Shares repurchased | (257,145 | ) | (384,834 | ) |
|
|
|
| |
| Net Decrease | (35,192 | ) | (73,834 | ) |
|
|
|
| |
| Class B | | | | |
| Shares sold | 18,602 | | 36,421 | |
| Shares issued on reinvestment | — | | — | |
| Shares repurchased | (5,888 | ) | (23,841 | ) |
|
|
|
| |
| Net Increase | 12,714 | | 12,580 | |
|
|
|
| |
| Class L | | | | |
| Shares sold | 10,776 | | 82,234 | |
| Shares issued on reinvestment | — | | — | |
| Shares repurchased | (32,584 | ) | (13,830 | ) |
|
|
|
| |
| Net Increase (Decrease) | (21,808 | ) | 68,404 | |
|
|
|
| |
11 Smith Barney Small Cap Growth Opportunities Fund | 2003 Semi-annual Report to Shareholders
Notes to Financial Statements (unaudited) (continued)
8. Assumption of Expenses
The Manager has voluntarily agreed to pay a portion of the unwaived expenses of the Fund for the six months ended April 30, 2003, which amounted to $25,465, to maintain a voluntary expense limitation of average daily net assets of 1.35%, 2.10% and 2.10% for Class A, Class B and Class L shares, respectively.These voluntary expense limitations may be discontinued at any time.
9.Trustee Retirement Plan
The Trustees of the Fund have adopted a Retirement Plan for all Trustees who are not “interested persons” of the Fund, within the meaning of the 1940 Act. Under the Plan, all Trustees are required to retire from the Board as of the last day of the calendar year in which the applicable Trustee attains age 75 (certain Trustees who had already attained age 75 when the Plan was adopted are required to retire effective December 31, 2003).Trustees may retire under the Plan before attaining the mandatory retirement age. Trustees who have served as Trustee of the Trust or any of the investment companies associated with Citigroup for at least ten years when they retire are eligible to receive the maximum retirement benefit under the Plan. The maximum retirement benefit is an amount equal to five times the amount of retainer and regular meeting fees payable to a Trustee during the calendar year ending on or immediately prior to the applicable Trustee’s retirement. Amounts under the Plan may be paid in installments or in a lump sum (discounted to present value). Benefits under the Plan are unfunded. The Fund’s allocable share of the expense of the Plan for the six months ended April 30, 2003 and the related liability at April 30, 2003 were not material.
12 Smith Barney Small Cap Growth Opportunities Fund | 2003 Semi-annual Report to Shareholders
Financial Highlights
For a share of each class of Capital Stock:
| | | | | | | | | | | | |
| | Six Months Ended | Year Ended October 31, | |
| | April 30, 2003 |
| |
| Class A Shares | (unaudited) | | 2002 | | | 2001 | | | 2000 | | | 1999 | | | 1998 | |
|
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|
|
|
|
|
|
|
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|
|
|
|
|
| |
| Net Asset Value, Beginning of Period | $ 13.17 | | $ | 16.13 | | $ | 31.06 | | $ | 21.44 | | $ | 16.96 | | $ | 21.24 | |
|
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|
|
|
|
|
| |
| Income From Operations: | | | | | | | | | | | | | | | | | | |
| Net investment loss | | (0.024 | )† | | (0.093 | ) | | (0.111 | ) | | (0.525 | ) | | (0.196 | )† | | (0.193 | )† |
| Net realized and unrealized gain (loss) | | 0.604 | | | (2.867 | ) | | (7.432 | ) | | 10.145 | | | 4.676 | | | (3.224 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Total From Operations | | 0.580 | | | (2.960 | ) | | (7.543 | ) | | 9.620 | | | 4.480 | | | (3.417 | ) |
|
|
|
|
|
|
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|
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|
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|
|
|
|
|
| |
| Less Distributions From: | | | | | | | | | | | | | | | | | | |
| Net investment income | | — | | | — | | | — | | | — | | | — | | | — | |
| Net realized gain | | — | | | — | | | (7.387 | ) | | — | | | — | | | (0.863 | ) |
|
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|
| |
| Total Distributions | | — | | | — | | | (7.387 | ) | | — | | | — | | | (0.863 | ) |
|
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| |
| Net Asset Value, End of Period | | $ 13.75 | | $ | 13.17 | | $ | 16.13 | | $ | 31.06 | | $ | 21.44 | | $ | 16.96 | |
|
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|
|
| |
| Total Return | | 4.40 | %** | | (18.35 | )% | | (27.89 | )% | | 44.87 | % | | 26.42 | % | | (16.56 | )% |
|
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| |
| Net Assets, End of Period (000s) | | $16,852 | | $ | 16,608 | | $ | 21,529 | | $ | 30,717 | | $ | 23,794 | | $ | 27,802 | |
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| |
| Ratios to Average Net Assets: | | | | | | | | | | | | | | | | | | |
| Expenses | | 1.35 | %* | | 1.35 | % | | 1.35 | %(A) | | 1.35 | %(A) | | 1.35 | %(A) | | 1.35 | %(A) |
| Net investment loss | | (0.36 | )%* | | (0.56 | )% | | (0.60 | )% | | (0.82 | )% | | (1.03 | )% | | (0.98 | )% |
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| |
| Portfolio Turnover Rate | | 9 | % | | 21 | % | | 57 | % | | 81% | | | 104 | % | | 51 | % |
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| |
| Note: If Agents of the Fund had not voluntarily waived a portion of their fees and assumed Fund expenses for the periods indicated, the net investment loss per share and the ratios would have been as follows: |
| Net investment loss per share | | $(0.114 | )† | | (0.357 | ) | | (0.345 | ) | | (0.435 | ) | | $(0.351 | )† | | $(0.319 | )† |
| Ratios: | | | | | | | | | | | | | | | | | | |
| Expenses to average net assets | | 2.72 | %* | | 2.93 | % | | 2.61 | %(A) | | 2.18 | )%(A) | | 2.16 | %(A) | | 1.99 | %(A) |
| Net investment loss to average net assets | | (1.73 | )%* | | (2.14 | )% | | (1.86 | )% | | (1.65 | )% | | (1.84 | )% | | (1.62 | )% |
| * | Annualized |
| ** | Not Annualized |
| (A) | Includes the Fund's share of Small Cap Growth Portfolio allocated expenses for the periods indicated. |
| † | The per share amounts were computed using a monthly average number of shares outstanding during the period. |
13 Smith Barney Small Cap Growth Opportunities Fund | 2003 Semi-annual Report to Shareholders
Financial Highlights (continued)
For a share of each class of Capital Stock:
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | January 4, 1999 |
| | Six Months Ended | Year Ended October 31, | | (Commencement |
| | April 30, 2003 |
| | of Operations) to |
| Class B Shares | (unaudited) | 2002 | | | | 2001 | | | | 2000 | | October 31, 1999 |
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| Net Asset Value, Beginning of Period | | $12.73 | | $ | 15.71 | | | $ | 30.65 | | | $ | 21.31 | | $ | 18.95 | |
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| Income From Operations: | | | | | | | | | | | | | | | | | |
| Net investment loss | | (0.071 | )† | | (0.198 | ) | | | (0.214 | ) | | | (0.481 | ) | | (0.265 | )† |
| Net realized and unrealized gain (loss) | | 0.581 | | | (2.782 | ) | | | (7.339 | ) | | | 9.821 | | | 2.625 | |
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| Total From Operations | | 0.510 | | | (2.980 | ) | | | (7.553 | ) | | | 9.340 | | | 2.360 | |
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| Less Distributions From: | | | | | | | | | | | | | | | | | |
| Net investment income | | — | | | — | | | | — | | | | — | | | — | |
| Net realized gain | | — | | | — | | | | (7.387 | ) | | | — | | | — | |
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| Total Distributions | | — | | | — | | | | (7.387 | ) | | | — | | | — | |
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| Net Asset Value, End of Period | | $13.24 | | $ | 12.73 | | | $ | 15.71 | | | $ | 30.65 | | $ | 21.31 | |
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| Total Return | | 4.01 | %** | | (18.97 | )% | | | (28.42 | )% | | | 43.78 | % | | 12.45 | %** |
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| Net Assets, End of Period (000s) | | $1,793 | | $ | 1,562 | | | $ | 1,730 | | | $ | 1,743 | | $ | 737 | |
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| Ratios to Average Net Assets: | | | | | | | | | | | | | | | | | |
| Expenses | | 2.10 | %* | | 2.10 | % | | | 2.10 | %(A) | | | 2.10) | %(A) | | 2.10 | %(A)* |
| Net investment loss | | (1.11 | )%* | | (1.30 | )% | | | (1.36 | )% | | | (1.55 | )% | | (1.77 | )%* |
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| Portfolio Turnover Rate | | 9 | % | | 21 | % | | | 57 | % | | | 81 | % | | 104 | % |
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| Note: If Agents of the Fund had not voluntarily waived a portion of their fees and assumed Fund expenses for the periods indicated, the net investment loss per share and the ratios would have been as follows: |
| Net investment loss per share | | $(0.157) | † | | (0.439 | ) | | | (0.453 | ) | | | (0.621 | ) | | $(0.420 | )† |
| Ratios: | | | | | | | | | | | | | | | | | |
| Expenses to average net assets | | 3.47 | %* | | 3.68 | % | | | 3.61 | %(A) | | | 2.93 | %(A) | | 2.91 | %(A)* |
| Net investment loss to average net assets | | (2.48 | )%* | | (2.88 | )% | | | (2.87 | )% | | | (2.40 | )% | | (2.58 | )%* |
|
| * | Annualized |
| ** | Not Annualized |
| (A) | Includes the Fund's share of Small Cap Growth Portfolio allocated expenses for the periods indicated. |
| † | The per share amounts were computed using a monthly average number of shares outstanding during the period. |
14 Smith Barney Small Cap Growth Opportunities Fund | 2003 Semi-annual Report to Shareholders
Financial Highlights (continued)
For a share of each class of Capital Stock:
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | September 21, 2000 | |
| | | | | | | | | (Commencement | |
| | | Six Months Ended | | Year Ended October 31, | | | of Operations) to | |
| | | April 30, 2003 | |
| | | October 31, | |
| Class L Shares | | (unaudited) | | | 2002 | | | | 2001 | | | 2000 | |
| |
| Net Asset Value, Beginning of Period | | $ | 12.97 | | | $ | 16.00 | | | $ | 31.06 | | | $ | 32.62 | | |
| |
| Income From Operations: | | | | | | | | | | | | | | | | | |
| Net investment loss | | | (0.072 | )† | | | (0.122 | ) | | | (0.153 | ) | | | (0.065 | ) | |
| Net realized and unrealized gain (loss) | | | 0.592 | | | | (2.908 | ) | | | (7.520 | ) | | | (1.495 | ) | |
| | | | | | | | | | | | | | | | | |
| Total From Operations | | | 0.520 | | | | (3.030 | ) | | | (7.673 | ) | | | (1.560 | ) | |
| |
| Less Distributions From: | | | | | | | | | | | | | | | | | |
| Net investment income | | | — | | | | — | | | | — | | | | — | | |
| Net realized gain | | | — | | | | — | | | | (7.387 | ) | | | — | | |
| |
| Total Distributions | | | — | | | | — | | | | (7.387 | ) | | | — | | |
| |
| Net Asset Value, End of Period | | $ | 13.49 | | | $ | 12.97 | | | $ | 16.00 | | | $ | 31.06 | | |
| |
| Total Return | | | 4.01 | %** | | | (18.94 | )% | | | (28.39 | )% | | | (4.78 | )%** | |
| |
| Net Assets, End of Period (000s) | | $ | 1,070 | | | $ | 1,312 | | | $ | 523 | | | $ | 19 | | |
| |
| Ratios to Average Net Assets: | | | | | | | | | | | | | | | | | |
| Expenses | | | 2.10 | %* | | | 2.10 | % | | | 2.10 | %(A) | | | 2.10 | %(A)* | |
| Net investment loss | | | (1.11* | )% | | | (1.22 | )% | | | (1.37 | )% | | | (1.91 | )%* | |
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| Portfolio Turnover Rate | | | 9 | % | | | 21 | % | | | 57 | % | | | 81 | % | |
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| |
| Note: If Agents of the Fund had not voluntarily waived a portion of their fees and assumed Fund expenses for the periods indicated, the net investment loss per share and the ratios would have been as follows: | |
| Net investment loss per share | | | $(0.161 | )† | | | (0.280 | ) | | | (0.383 | ) | | | (0.140 | ) | |
| Ratios: | | | | | | | | | | | | | | | | | |
| Expenses to average net assets | | | 3.47 | %* | | | 3.68 | % | | | 4.16 | %(A) | | | 2.93 | %(A)* | |
| Net investment loss to average net assets | | | (2.48* | )% | | | (2.80 | )% | | | (3.43 | )% | | | (2.74 | )%* | |
|
| * | Annualized |
| ** | Not Annualized |
(A)
| Includes the Fund's share of Small Cap Growth Portfolio allocated expenses for the periods indicated. |
| † | The per share amounts were computed using a monthly average number of shares outstanding during the period. |
15 Smith Barney Small Cap Growth Opportunities Fund | 2003 Semi-annual Report to Shareholders
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SMITH BARNEY
SMALL CAP GROWTH OPPORTUNITIES FUND
TRUSTEES
Elliott J. Berv
Donald M. Carlton
A. Benton Cocanougher
Mark T. Finn
R. Jay Gerken, Chairman*
Stephen Randolph Gross
Diana R. Harrington
Susan B. Kerley
Alan G. Merten
C. Oscar Morong, Jr.
R. Richardson Petit Walter E. Robb, III
OFFICERS
R. Jay Gerken*
President and Chief
Executive Officer
Lewis E. Daidone*
Senior Vice President and
Chief Administrative Officer
Frances M. Guggino*
Controller
Robert I. Frenkel*
Secretary
*Affiliated Person of
Investment Manager
INVESTMENT MANAGER
Smith Barney Fund Management LLC
DISTRIBUTOR
Citigroup Global Markets Inc.
CUSTODIAN
State Street Bank
&Trust Company
TRANSFER AGENT
Citicorp Trust Bank, fsb.
125 Broad Street, 11th Floor
New York, NY 10004
SUB-TRANSFER AGENT
PFPC Global Fund Services
P.O. Box 9699
Providence, RI 02940-9699
Smith Barney Small Cap Growth Opportunities Fund
This report is submitted for general information of the shareholders of Smith Barney Small Cap Growth Opportunities Fund, but it may also be used as sales literature when preceded or accompanied by the current Prospectus, which gives details about charges, expenses, investment objectives and operating policies of the Fund. If used as sales material after July 31, 2003, this report must be accompanied by performance information for the most recently completed calendar quarter.
SMITH BARNEY SMALL CAP
GROWTH OPPORTUNITIES FUND
Smith Barney Mutual Funds
125 Broad Street, MF-2
New York, New York 10004
For complete information on any Smith Barney Mutual Funds, including management fees and expenses, call or write your financial professional for a free prospectus. Read it carefully before you invest or send money.
www.smithbarneymutualfunds.com
©2003 Citigroup Global Markets Inc.
Member NASD, SIPC
FD02556 6/03
03-4964
ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. [RESERVED]
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-
END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. [RESERVED]
ITEM 9. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive officer and
principal financial officer have concluded that the
registrant's disclosure controls and procedures (as
defined in Rule 30a-2(c) under the Investment Company
Act of 1940, as amended) are effective based on their
evaluation of the disclosure controls and procedures
as of a date within 90 days of the filing date of
this document.
(b) In the last 90 days, there have been no significant
changes in the Registrant's internal controls or in
other factors that could significantly affect these
controls.
ITEM 10. EXHIBITS.
(a) Not applicable.
(b) Attached hereto.
Exhibit 99.CERT Certifications pursuant to section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 99.906CERT Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this Report to be
signed on its behalf by the undersigned, there unto duly authorized.
Smith Barney Small Cap Growth Opportunities Fund
By: /s/ R. Jay Gerken R. Jay Gerken
Chief Executive Officer of
Smith Barney Small Cap Growth Opportunities Fund
Date: June 11, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ R. Jay Gerken
(R. Jay Gerken)
Chief Executive Officer of
Smith Barney Small Cap Growth Opportunities Fund
Date: June 11, 2003
By: /s/LEWIS E. DAIDONE
Chief Administrative Officer of
Smith Barney Small Cap Growth Opportunities Fund
Date: June 11, 2003
