Statements of Changes in Net Assets | For the Years Ended October 31 |
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| | | 2003 | | | 2002 | |
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| OPERATIONS: | | | | | | |
| Net investment income | $ | 484,676 | | $ | 52,973 | |
| Net realized loss from investment transactions | | (7,283,155 | ) | | (30,376,137 | ) |
| Net unrealized appreciation (depreciation) of investments | | 36,361,904 | | | (13,941,775 | ) |
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| Net Increase (Decrease) in Net Assets Resulting From Operations | 29,563,425 | | | (44,264,939 | ) |
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| DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | |
| Net investment income Class A | | (53,039 | ) | | — | |
| Net investment income Class B | | — | | | — | |
| Net investment income Class L | | — | | | — | |
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| Decrease in Net Assets From Distributions to Shareholders | | (53,039 | ) | | — | |
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| TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST (NOTE 6): | | | | | |
| Class A | | | | | | |
| Net proceeds from sale of shares | | 4,602,826 | | | 2,818,237 | |
| Net asset value of shares issued to shareholders from reinvestment of distributions | 52,325 | | | — | |
| Cost of shares repurchased | | (18,831,449 | ) | | (34,441,458 | ) |
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| Total Class A | | (14,176,298 | ) | | (31,623,221 | ) |
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| Class B | | | | | | |
| Net proceeds from sale of shares | | 693,070 | | | 924,709 | |
| Net asset value of shares issued to shareholders from reinvestment of distributions | — | | | — | |
| Cost of shares repurchased | | (1,259,291 | ) | | (2,576,833 | ) |
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| Total Class B | | (566,221 | ) | | (1,652,124 | ) |
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| Class L | | | | | | |
| Net proceeds from sale of shares | | 217,570 | | | 531,533 | |
| Net asset value of shares issued to shareholders from reinvestment of distributions | — | | | — | |
| Cost of shares repurchased | | (196,066 | ) | | (102,172 | ) |
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| Total Class L | | 21,504 | | | 429,361 | |
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| Net Decrease in Net Assets From Transactions in Shares | | | | | |
| of Beneficial Interest | | (14,721,015 | ) | | (32,845,984 | ) |
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| Net Increase (Decrease) in Net Assets | | 14,789,371 | | | (77,110,923 | ) |
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| NET ASSETS: | | | | | | |
| Beginning of year | | 199,441,854 | | | 276,552,777 | |
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| End of year† | $ | 214,231,225 | | $ | 199,441,854 | |
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| † Includes undistributed net investment income of: | $ | 484,610 | | $ | 52,973 | |
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Notes to Financial Statements
1. Significant Accounting Policies
Smith Barney Diversified Large Cap Growth 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.The investment manager of the Fund is Smith Barney Fund Management LLC (the “Manager”). Citigroup Global Markets Inc. (“CGM”) serves as the Fund’s distributor (the “Distributor”), and continues to sell Fund shares to the public as a member of the selling group. Smith Barney Fund Management LLC and CGM are subsidiaries of 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 year ended October 31, 2003, the Fund paid transfer agent fees of $225,363 to CTB.
The Fund offers Class A, Class B and Class L 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. Expenses directly attributable to a Fund are charged to that Fund; other expenses of the Trusts are allocated proportionately among each of the Funds within the Trusts in relation to the net assets of each Fund or on another reasonable basis. Expenses directly attributable to a particular class are charged directly to such class. In calculating the net asset value per share of each class, investment income, realized and unrealized gains and losses and expenses other than class specific expenses are allocated daily to each class of shares based upon the proportion of net assets of each class at the beginning of each day. 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 year ended October 31, 2003, the Fund has been informed that the distributor retained front-end net commissions paid by investors of $27,000 and $1,000 from sales of Class A and Class L shares, respectively and $12,000 and $1,000 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 valued 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.
12 Smith Barney Diversified Large Cap Growth Fund | 2003 Annual Report
Notes to Financial Statements (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, 2003 the Fund for federal income tax purposes had a loss carryover of $48,384,000 of which $15,234,000 will expire in October 2009, $26,819,000 will expire in October 2010, and $6,331,000 will expire in October 2011.
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.
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 0.90% of the Funds’ average daily net assets.The management fee amounted to $1,803,410, of which $622,744 was voluntarily waived for the year ended October 31, 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 $473,603 for the year ended October 31, 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 $103,484 and $5,893, respectively, for the year ended October 31, 2003.These fees
13 Smith Barney Diversified Large Cap Growth Fund | 2003 Annual Report
Notes to Financial Statements (continued)
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 distribution of prospectuses, statements of additional information 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 $39,518,526 and $57,171,577, respectively, for the year ended October 31, 2003. Brokerage commissions paid to Citigroup Global Markets, Inc. amounted to $3,599.
5. Federal Income Tax Basis of Investments
The cost and unrealized appreciation (depreciation) in value of the investment securities owned at October 31, 2003, as computed on a federal income tax basis, are as follows:
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| Gross unrealized appreciation | $ | 19,456,397 | |
| Gross unrealized depreciation | | (24,263,993 | ) |
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| Net unrealized depreciation | $ | (4,807,596 | ) |
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| 6. Income Tax Information and Distributions to Shareholders | | | | |
| At October 31, 2003 the tax basis components of distributable earnings were: | | | | |
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| Undistributed ordinary income | $ | | 484,610 | |
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| Accumulated capital losses | $ | | (48,383,523 | ) |
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| Unrealized depreciation | $ | | (4,807,596 | ) |
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| The difference between book basis and tax basis unrealized depreciation is attributable primarily to the allocation of tax basis |
| from prior reorganizations. | | | | |
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| The tax character of distributions paid during the year ended October 31, 2003 was: | | | | |
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| Ordinary income | | | $53,039 | |
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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:
| | Year Ended October 31, |
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| | 2003 | | 2002 |
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| Class A | | | | | |
| Shares sold | 378,927 | | | 207,980 | |
| Shares issued to shareholders from reinvestment of distributions | 4,570 | | | — | |
| Shares repurchased | (1,543,444 | ) | | (2,575,287 | ) |
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| Net Decrease | (1,159,947 | ) | | (2,367,307 | ) |
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| Class B | | | | | |
| Shares sold | 57,266 | | | 69,838 | |
| Shares issued to shareholders from reinvestment of distributions | — | | | — | |
| Shares repurchased | (108,368 | ) | | (202,523 | ) |
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| Net Decrease | (51,102 | ) | | (132,685 | ) |
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14 Smith Barney Diversified Large Cap Growth Fund | 2003 Annual Report
| Notes to Financial Statements (continued) | | | | | |
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| | Year Ended October 31, |
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| | 2003 | | 2002 |
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| Class L | | | | | |
| Shares sold | 17,448 | | | 38,576 | |
| Shares issued to shareholders from reinvestment of distributions | — | | | — | |
| Shares repurchased | (15,953 | ) | | (7,680 | ) |
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| Net Increase | 1,495 | | | 30,896 | |
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8.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 year ended October 31, 2003 and the related liability at October 31, 2003 were not material.
9. Subsequent Event
The Fund has received the following information from Citigroup Asset Management (“CAM”), the Citigroup business unit which includes the Fund’s Investment Manager and other investment advisory companies, all of which are indirect, wholly-owned subsidiaries of Citigroup. CAM is reviewing its entry, through an affiliate, into the transfer agent business in the period 1997-1999.As CAM currently understands the facts, at the time CAM decided to enter the transfer agent business, CAM subcontracted for a period of five years certain of the transfer agency services to a third party and also concluded a revenue guarantee agreement with this sub-contractor providing that the sub-contractor would guarantee certain benefits to CAM or its affiliates (the “Revenue Guarantee Agreement”). In connection with the subsequent purchase of the sub-contractor’s business by an affiliate of the current sub-transfer agent (PFPC Inc.) used by CAM on many of the funds it manages, this Revenue Guarantee Agreement was amended eliminating those benefits in exchange for arrangements that included a one-time payment from the sub-contractor.
The Boards of CAM-managed funds (the “Boards”) were not informed of the Revenue Guarantee Agreement with the subcontractor at the time the Boards considered and approved the transfer agent agreements. Nor were the Boards informed of the subsequent amendment to the Revenue Guarantee Agreement when that occurred.
CAM has begun to take corrective actions. CAM will pay to the applicable funds $16 million (plus interest) that CAM and its affiliates received from the Revenue Guarantee Agreement and its amendment. CAM also plans an independent review to verify that the transfer agency fees charged by CAM were fairly priced as compared to competitive alternatives. CAM is instituting new procedures and making changes designed to ensure no similar arrangements are entered into in the future.
CAM has briefed the SEC, the New York State Attorney General and other regulators with respect to this matter, as well as the U.S.Attorney who is investigating the matter. CAM is cooperating with governmental authorities on this matter, the ultimate outcome of which is not yet determinable.
15 Smith Barney Diversified Large Cap Growth Fund | 2003 Annual Report
| Financial Highlights | | | | | | | | | | | | | | | | | | |
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| For a share of each class of Capital Stock: | | | | | | | | | | | | | | | | | | |
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| | | Year Ended October 31, |
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Class A Shares | 2003 | 2002 | 2001 | 2000 | 1999 |
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Net Asset Value, Beginning of Year | $ | 11.78 | | $ | 14.26 | | $ | 21.91 | | $ | 24.42 | | $ | 21.47 | |
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| Income From Operations: | | | | | | | | | | | | | |
| | Net investment income (loss) | | 0.035 | † | | | 0.009 | | | | (0.021 | ) | | | (0.084 | ) | | (0.079 | )† |
| | Net realized and unrealized gain (loss) | | 1.818 | | | | (2.489 | ) | | | (5.851 | ) | | | 1.021 | | | 4.944 | |
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| Total From Operations | | 1.853 | | | | (2.480 | ) | | | (5.872 | ) | | | 0.937 | | | 4.865 | |
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| Less Distributions From: | | | | | | | | | | | | | | | | | | |
| | Net investment income | | (0.003 | ) | | | — | | | | — | | | | — | | | — | |
| | Net realized gain | | — | | | | — | | | | (1.778 | ) | | | (3.447 | ) | | (1.915 | ) |
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| Total Distributions | | (0.003 | ) | | | — | | | | (1.778 | ) | | | (3.447 | ) | | (1.915 | ) |
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| Net Asset Value, End of Year | $ | 13.63 | | $ | | 11.78 | | $ | | 14.26 | | $ | | 21.91 | | $ | 24.42 | |
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| Ratios/Supplemental Data: | | | | | | | | | | | | | | | | | | |
| | Net assets, end of year (000’s omitted) | $ | 202,356 | | $ | 188,539 | | $ | 261,864 | | $ | 421,307 | | $ | 513,883 | |
| | Ratio of expenses to average net assets | | 1.05 | % | | | 1.05 | % | | | 1.05 | %(a) | | | 1.05 | %(a) | | 1.05 | %(a) |
| | Ratio of net investment income (loss) | | | | | | | | | | | | | | | | | | |
| | to average net assets | | 0.28 | % | | | 0.06 | % | | | (0.12 | )% | | | (0.33 | )% | | (0.34 | )% |
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| Total Return | | 15.74 | % | | | (17.39 | )% | | | (28.00 | )% | | | 3.20 | % | | 23.60 | % |
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| Portfolio Turnover Rate | | 20 | % | | | 29 | % | | | 29 | % | | | 80 | % | | 108 | % |
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| Note: If Agents of the Fund for the periods indicated had not voluntarily waived a portion of their fees, the net investment income (loss) per share and the ratios would have been as follows: |
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| | Net investment loss per share | $ | (0.003 | )† | $ | | (0.035 | ) | $ | | (0.062 | ) | $ | | (0.143 | ) | $ | (0.131 | )† |
| | Ratios: | | | | | | | | | | | | | | | | | | |
| | Expenses to average net assets | | 1.36 | % | | | 1.35 | % | | | 1.29 | %(a) | | | 1.29 | %(a) | | 1.27 | %(a) |
| | Net investment loss to average net assets | | (0.03 | )% | | | (0.24 | )% | | | (0.36 | )% | | | (0.57 | )% | | (0.56 | )% |
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| † | The per share amounts were computed using a monthly average number of shares outstanding during the year. |
| (a) | Includes the Fund’s share of Large Cap Growth Portfolio allocated expenses for the periods indicated. |
See Notes to Financial Statements.
16 Smith Barney Diversified Large Cap Growth Fund | 2003 Annual Report
| Financial Highlights (continued) | | | | | | | | | | | | | | | | |
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| For a share of each class of Capital Stock: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | January 4, 1999 |
| | | Year Ended October 31, | (Commencement |
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| of Operations) to |
Class B Shares | 2003 | 2002 | 2001 | 2000 | October 31, 1999 |
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Net Asset Value, Beginning of Year | $ | 11.43 | | $ | 13.93 | | $ | 21.61 | | $ | 24.28 | | | $ | 22.73 | |
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| Income From Operations: | | | | | | | | | | |
| | Net investment loss | | (0.055 | )† | | (0.100 | ) | | (0.150 | ) | | (0.248 | ) | | | (0.206 | )† |
| | Net realized and unrealized gain (loss) | | 1.755 | | | (2.400 | ) | | (5.752 | ) | | 1.025 | | | | 1.756 | |
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| Total From Operations | | 1.700 | | | (2.500 | ) | | (5.902 | ) | | 0.777 | | | | 1.550 | |
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| Less Distributions From: | | | | | | | | | | | | | | | | |
| Net investment income | | — | | | — | | | — | | | — | | | | — | |
| | Net realized gain | | — | | | — | | | (1.778 | ) | | (3.447 | ) | | | — | |
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| Total Distributions | | — | | | — | | | (1.778 | ) | | (3.447 | ) | | | — | |
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| Net Asset Value, End of Year | $ | 13.13 | | $ | 11.43 | | $ | 13.93 | | $ | 21.61 | | | $ | 24.28 | |
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| Ratios/Supplemental Data: | | | | | | | | | | | | | | | | |
| | Net assets, end of year (000’s omitted) | $ | 11,239 | | $ | 10,366 | | $ | 14,485 | | $ | 24,194 | | | $ | 28,275 | |
| | Ratio of expenses to average net assets | | 1.80 | % | | 1.80 | % | | 1.80%(a) | | | 1.80 | %(a) | | | 1.80 | %(a)* |
| | Ratio of net investment loss to average net assets | | (0.47 | )% | | (0.69 | )% | | (0.87 | )% | | (1.08 | )% | | | (1.13 | )%* |
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| Total Return | | 14.87 | % | | (17.95 | )% | | (28.58 | )% | | 2.47 | % | | | 6.82 | %** |
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| Portfolio Turnover Rate | | 20 | % | | 29 | % | | 29 | % | | 80 | % | | | 108 | % |
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| | | | | | | | | | | | | | | | | | |
| Note: If Agents of the Fund for the periods indicated had not voluntarily waived a portion of their fees, the net investment loss per share and the ratios would have been as follows: |
| | | | | | | | | | | | | | | | |
| | Net investment loss per share | $ | (0.092 | )† | $ | (0.143 | ) | $ | (0.191 | ) | $ | (0.307 | ) | | $ | (0.258 | )† |
| | Ratios: | | | | | | | | | | | | | | | | |
| | Expenses to average net assets | | 2.11 | % | | 2.10 | % | | 2.04 | %(a) | | 2.04 | %(a) | | | 2.02 | %(a)* |
| | Net investment loss to average net assets | | (0.78 | )% | | (0.99 | )% | | (1.11 | )% | | (1.32 | )% | | | (1.35 | )%* |
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| * | Annualized. | | | | | | | | | | | | | | | | |
| ** | Not Annualized. | | | | | | | | | | | | | | | | |
| † | The per share amounts were computed using a monthly average number of shares outstanding during the year. |
| (a) | Includes the Fund’s share of Large Cap Growth Portfolio allocated expenses for the periods indicated. |
See Notes to Financial Statements.
17 Smith Barney Diversified Large Cap Growth Fund | 2003 Annual Report
| Financial Highlights (continued) | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| For a share of each class of Capital Stock: | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | September 22, 2000 |
| | | Year Ended October 31, | (Commencement |
| | |
| of Operations) to |
Class L Shares | 2003 | 2002 | 2001 | October 31, 2000 |
|
|
|
|
|
|
|
|
|
Net Asset Value, Beginning of Year | $ | 11.96 | | $ | 14.58 | | $ | 22.51 | | $ | 23.16 | |
|
|
|
|
|
|
|
|
|
| Income From Operations: | | | | | | | | |
| | Net investment loss | | (0.057 | )† | | (0.058 | ) | | (0.093 | ) | | (0.022 | )† |
| | Net realized and unrealized gain(loss) | | 1.837 | | | (2.562 | ) | | (6.059 | ) | | (0.628 | ) |
|
|
|
|
|
|
|
|
|
| Total From Operations | | 1.780 | | | (2.620 | ) | | (6.152 | ) | | (0.650 | ) |
|
|
|
|
|
|
|
|
|
| Less Distributions From: | | | | | | | | | | | | |
| | Net investment income | | — | | | — | | | — | | | — | |
| | Net realized gain | | — | | | — | | | (1.778 | ) | | — | |
|
|
|
|
|
|
|
|
|
| Total Distributions | | — | | | — | | | (1.778 | ) | | — | |
|
|
|
|
|
|
|
|
|
| Net Asset Value, End of Year | $ | 13.74 | | $ | 11.96 | | $ | 14.58 | | $ | 22.51 | |
|
|
|
|
|
|
|
|
|
| Ratios/Supplemental Data: | | | | | | | | | | | | |
| | Net assets, end of year (000’s omitted) | $ | 637 | | $ | 537 | | $ | 204 | | $ | 39 | |
| | Ratio of expenses to average net assets | | 1.80 | % | | 1.80 | % | | 1.80 | %(a) | | 1.80 | %(a)* |
| | Ratio of net investment loss to average net assets | | (0.46 | )% | | (0.66 | )% | | (0.88 | )% | | (1.08 | )%* |
|
|
|
|
|
|
|
|
|
| Total Return | | 14.88 | % | | (17.97 | )% | | (28.54 | )% | | (2.81) | %** |
|
|
|
|
|
|
|
|
|
| Portfolio Turnover Rate | | 20 | % | | 29 | % | | 29 | % | | 80 | % |
|
|
|
|
|
|
|
|
|
| | | | | | | | | | | | | | |
| Note: If Agents of the Fund for the periods indicated had not voluntarily waived a portion of their fees, the net investment loss per share and the ratios would have been as follows: |
| | | | | | | | | | | | |
| | Net investment loss per share | $ | (0.096 | )† | $ | (0.084 | ) | $ | (0.118 | ) | $ | (0.027 | )† |
| | Ratios: | | | | | | | | | | | | |
| | Expenses to average net assets | | 2.11 | % | | 2.10 | % | | 2.04 | %(a) | | 2.04 | %(a)* |
| | Net investment loss to average net assets | | (0.77 | )% | | (0.96 | )% | | (1.12 | )% | | (1.32 | )%* |
|
|
|
|
|
|
|
|
|
| * | Annualized. | | | | | | | | | | | | |
| ** | Not Annualized. | | | | | | | | | | | | |
| † | The per share amounts were computed using a monthly average number of shares outstanding during the year. |
| (a) | Includes the Fund’s share of Large Cap Growth Portfolio allocated expenses for the periods indicated. |
See Notes to Financial Statements.
18 Smith Barney Diversified Large Cap Growth Fund | 2003 Annual Report
Report of Independent Auditors
To the Trustees of Smith Barney Trust II and the Shareholders of
Smith Barney Diversified Large Cap Growth Fund:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Smith Barney Diversified Large Cap Growth Fund (the “Fund”), a series of Smith Barney Trust II, at October 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits.We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.We believe that our audits, which included confirmation of securities at October 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
December 19, 2003
19 Smith Barney Diversified Large Cap Growth Fund | 2003 Annual Report
Tax Information (unaudited)
For Federal tax purposes the Fund hereby designates for the fiscal year ended October 31, 2003:
* A corporate dividends received deduction of 100.00%.
20 Smith Barney Diversified Large Cap Growth Fund | 2003 Annual Report
Additional Information (unaudited)
Information about Trustees and Officers The business and affairs of the Smith Barney Diversified Large Cap Growth Fund (the “Fund”) are managed under the direction of the Fund’s Board of Trustees. Information pertaining to the Trustees and officers of the Fund is set forth below. Each Trustee and officer holds office for his or her lifetime, unless that individual resigns, retires or is otherwise removed. The Statement of Additional Information includes additional information about Fund Trustees and is available, without charge, upon request by calling 1-800-451-2010.
| | | | | | | | | Number of | | Other Board | |
| | | | | | | Principal | | Portfolios In | | Memberships | |
| | | Position(s) | | Length | | Occupation(s) | | Fund Complex | | Held by | |
| | | Held with | | of Time | | During Past | | Overseen by | | Trustee During | |
Name, Address and Age | | Fund | | Served | | Five Years | | Trustee | | Past Five Years | |
| |
| |
| |
| |
| |
| |
| NON-INTERESTED | | | | | | | | | | | |
| TRUSTEES: | | | | | | | | | | | |
| | | | | | | | | | | | |
| Elliott J. Berv | | Trustee | | Since 2001 | | President and Chief Operations | | 36 | | Board Member, | |
| c/o R. Jay Gerken | | | | | | Officer, Landmark City (real | | | | American Identity Corp. | |
| Citigroup Asset Management | | | | | | estate development) (since | | | | (doing business as | |
| 399 Park Avenue | | | | | | 2002); Executive Vice President | | | | Morpheus Technologies) | |
| New York, NY 10022 | | | | | | and Chief Operations Officer, | | | | (biometric information | |
| Age 60 | | | | | | DigiGym Systems (on-line | | | | management) (since | |
| | | | | | | personal training systems) (since | | | | 2001; consultant since | |
| | | | | | | 2001); Chief Executive Officer, | | | | 1999); Director, Lapoint | |
| | | | | | | Rocket City Enterprises (internet | | | | Industries (industrial | |
| | | | | | | service company) (from 2000 | | | | filter company) (since | |
| | | | | | | to 2001); President, Catalyst | | | | 2002); Director, | |
| | | | | | | (consulting) (since 1984). | | | | Alzheimer’s Association | |
| | | | | | | | | | | (New England Chapter) | |
| | | | | | | | | | | (since 1998). | |
| | | | | | | | | | | | |
| Donald M. Carlton | | Trustee | | Since 2001 | | Consultant, URS Corporation | | 31 | | Director, American | |
| c/o R. Jay Gerken | | | | | | (engineering) (since 1999); | | | | Electric Power | |
| Citigroup Asset Management | | | | | | former Chief Executive Officer, | | | | (electric utility) (since | |
| 399 Park Avenue | | | | | | Radian International LLC | | | | 1999); Director,Valero | |
| New York, NY 10022 | | | | | | (engineering) (from 1960 to | | | | Energy (petroleum | |
| Age 66 | | | | | | 1998), Member of Management | | | | refining) (since 1999); | |
| | | | | | | Committee, Signature Science | | | | Director, National | |
| | | | | | | (research and development) | | | | Instruments Corp. | |
| | | | | | | (since 2000) | | | | (technology) (since | |
| | | | | | | | | | | 1994). | |
| | | | | | | | | | | | |
| A. Benton Cocanougher | | Trustee | | Since 2001 | | Dean Emeritus and Wiley | | 31 | | Former Director, | |
| c/o R. Jay Gerken | | | | | | Professor,Texas A&M | | | | Randall’s Food Markets, | |
| Citigroup Asset Management | | | | | | University (since 2001); | | | | Inc. (from 1990 to 1999); | |
| 399 Park Avenue | | | | | | former Dean and Professor of | | | | former Director, First | |
| New York, NY 10022 | | | | | | Marketing, College and | | | | American Bank and | |
| Age 65 | | | | | | Graduate School of Business | | | | First American Savings | |
| | | | | | | of Texas A & M University | | | | Bank (from 1994 to | |
| | | | | | | (from 1987 to 2001). | | | | 1999). | |
21 Smith Barney Diversified Large Cap Growth Fund | 2003 Annual Report
| Additional Information (unaudited) (continued) | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | Number of | | Other |
| | | | | | | Principal | | Portfolios In | | Board Memberships |
| | | Position(s) | | Length | | Occupation(s) | | Fund Complex | | Held by |
| | | Held with | | of Time | | During Past | | Overseen by | | Trustee During |
Name, Address and Age | | Fund | | Served | | Five Years | | Trustee | | Past Five Years |
| |
| |
| |
| |
| |
|
| Mark T. Finn | | Trustee | | Since 2001 | | Adjunct Professor,William & | | 36 | | Former President and |
| c/o R. Jay Gerken | | | | | | Mary College (since September | | | | Director, Delta Financial, |
| Citigroup Asset Management | | | | | | 2002); Principal/member, Belvan | | | | Inc. (investment advisory |
| 399 Park Avenue | | | | | | Partners/Balfour Vantage – Manager | | | | firm) (from 1983 to |
| New York, NY 10022 | | | | | | and General Partner to the | | | | 1999). |
| Age 60 | | | | | | Vantage Hedge Fund, LP (since | | | | |
| | | | | | | March 2002); Chairman and | | | | |
| | | | | | | owner,Vantage Consulting Group, | | | | |
| | | | | | | Inc. (investment advisory and | | | | |
| | | | | | | consulting firm) (since 1988); | | | | |
| | | | | | | former Vice Chairman and Chief | | | | |
| | | | | | | Operating Officer, Lindner Asset | | | | |
| | | | | | | Management Company (mutual | | | | |
| | | | | | | fund company) (from March 1999 | | | | |
| | | | | | | to 2001); former General Partner | | | | |
| | | | | | | and Shareholder, Greenwich | | | | |
| | | | | | | Ventures, LLC (investment | | | | |
| | | | | | | partnership) (from 1996 to 2001); | | | | |
| | | | | | | former President, Secretary, and | | | | |
| | | | | | | owner, Phoenix Trading Co. | | | | |
| | | | | | | (commodity trading advisory firm) | | | | |
| | | | | | | (from 1997 to 2000). | | | | |
| | | | | | | | | | | |
| Stephen Randolph Gross | | Trustee | | Since 2001 | | Partner, Capital Investment | | 31 | | Director, United Telesis, |
| c/o R. Jay Gerken | | | | | | Advisory Partners (consulting) | | | | Inc. (telecommunications) |
| Citigroup Asset Management | | | | | | (since January 2000); former | | | | (since 1997); Director, |
| 399 Park Avenue | | | | | | Managing Director, Fountainhead | | | | eBank.com, Inc. (since |
| New York, NY 10022 | | | | | | Ventures, LLC (consulting) (from | | | | 1997); Director,Andersen |
| Age 56 | | | | | | 1998 to 2002); Secretary, Carint | | | | Calhoun, Inc. (assisted |
| | | | | | | N.A. (manufacturing) (since 1988); | | | | living) (since 1987); |
| | | | | | | former Treasurer, Hank Aaron | | | | former Director, Charter |
| | | | | | | Enterprises (fast food franchise) | | | | Bank, Inc. (from 1987 to |
| | | | | | | (from 1985 to 2001); Chairman, | | | | 1997); former Director, |
| | | | | | | Gross, Collins & Cress, P.C. | | | | Yu Save, Inc. (internet |
| | | | | | | (accounting firm) (since 1980); | | | | company) (from 1998 to |
| | | | | | | Treasurer, Coventry Limited, Inc. | | | | 2000); former Director, |
| | | | | | | (since 1985). | | | | Hotpalm, Inc. (wireless |
| | | | | | | | | | | applications) (from 1998 |
| | | | | | | | | | | to 2000); former |
| | | | | | | | | | | Director, Ikon Ventures, |
| | | | | | | | | | | Inc. (from 1997 to 1998). |
| | | | | | | | | | | |
| Diana R. Harrington | | Trustee | | Since 1992 | | Professor, Babson College | | 36 | | Former Trustee,The |
| c/o R. Jay Gerken | | | | | | (since 1993). | | | | Highland Family of |
| Citigroup Asset Management | | | | | | | | | | Funds (investment |
| 399 Park Avenue | | | | | | | | | | company) (from March |
| New York, NY 10022 | | | | | | | | | | 1997 to March 1998). |
| Age 63 | | | | | | | | | | |
| | | | | | | | | | | |
| Susan B. Kerley | | Trustee | | Since 1992 | | Consultant, Strategic Management | | 36 | | Director, Eclipse Funds |
| c/o R. Jay Gerken | | | | | | Advisors, LLC/Global Research | | | | (currently supervises 17 |
| Citigroup Asset Management | | | | | | Associates, Inc. (investment | | | | investment companies |
| 399 Park Avenue | | | | | | consulting) (since 1990). | | | | in fund complex) (since |
| New York, NY 10022 | | | | | | | | | | 1990). |
| Age 52 | | | | | | | | | | |
22 Smith Barney Diversified Large Cap Growth Fund | 2003 Annual Report
| Additional Information (unaudited) (continued) | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | Number of | | Other | |
| | | | | | | Principal | | Portfolios In | | Board Memberships | |
| | | Position(s) | | Length | | Occupation(s) | | Fund Complex | | Held by | |
| | | Held with | | of Time | | During Past | | Overseen by | | Trustee During | |
Name, Address and Age | | Fund | | Served | | Five Years | | Trustee | | Past Five Years | |
| |
| |
| |
| |
| |
| |
| Alan G. Merten | | Trustee | | Since 2001 | | President, George Mason | | 31 | | Director, Comshare, | |
| c/o R. Jay Gerken | | | | | | University (since 1996). | | | | Inc. (information | |
| Citigroup Asset Management | | | | | | | | | | technology) (since 1985); | |
| 399 Park Avenue | | | | | | | | | | former Director, Indus | |
| New York, NY 10022 | | | | | | | | | | (information technology) | |
| Age 62 | | | | | | | | | | (from 1995 to 1999); | |
| | | | | | | | | | | Director, Digital Net | |
| | | | | | | | | | | Holdings, Inc. (since | |
| | | | | | | | | | | 2003). | |
| | | | | | | | | | | | |
| C. Oscar Morong, Jr. | | Trustee | | Since 1991 | | Managing Director, Morong | | 36 | | Former Director, | |
| c/o R. Jay Gerken | | | | | | Capital Management | | | | Indonesia Fund (closed- | |
| Citigroup Asset Management | | | | | | (since 1993). | | | | end fund) (from 1990 to | |
| 399 Park Avenue | | | | | | | | | | 1999);Trustee, Morgan | |
| New York, NY 10022 | | | | | | | | | | Stanley Institutional Fund | |
| Age 68 | | | | | | | | | | Fund (currently super- | |
| | | | | | | | | | | vises 75 investment | |
| | | | | | | | | | | companies) (since 1993). | |
| | | | | | | | | | | | |
| R. Richardson Pettit | | Trustee | | Since 2001 | | Professor of Finance, University | | 31 | | None | |
| c/o R. Jay Gerken | | | | | | of Houston (from 1977 to 2002); | | | | | |
| Citigroup Asset Management | | | | | | independent consultant | | | | | |
| 399 Park Avenue | | | | | | (since 1984). | | | | | |
| New York, NY 10022 | | | | | | | | | | | |
| Age 61 | | | | | | | | | | | |
| | | | | | | | | | | | |
| Walter E. Robb, III | | Trustee | | Since 2001 | | President, Benchmark Consulting | | 36 | | Director, John Boyle & | |
| c/o R. Jay Gerken | | | | | | Group, Inc. (service company) | | | | Co., Inc. (textiles) (since | |
| Citigroup Asset Management | | | | | | (since 1991); Sole Proprietor, Robb | | | | 1999); Director, Harbor | |
| 399 Park Avenue | | | | | | Associates (financial consulting) | | | | Sweets, Inc. (candy) | |
| New York, NY 10022 | | | | | | (since 1978); Co-owner, Kedron | | | | (since 1990); Director, | |
| Age 77 | | | | | | Design (gifts) (since 1978); | | | | | |
| | | | | | | former President and Treasurer, | | | | W.A.Wilde Co. (direct | |
| | | | | | | Benchmark Advisors, Inc. | | | | media marketing) (since | |
| | | | | | | (financial consulting) (from | | | | 1982); Director, Alpha | |
| | | | | | | 1989 to 2000). | | | | Grainger Manufacturing, | |
| | | | | | | | | | | Inc. (electronics) (since | |
| | | | | | | | | | | 1983); former Trustee, | |
| | | | | | | | | | | MFS Family of Funds | |
| | | | | | | | | | | (investment company) | |
| | | | | | | | | | | (from 1985 to 2001); | |
| | | | | | | | | | | Harvard Club of Boston | |
| | | | | | | | | | | (Audit Committee) | |
| | | | | | | | | | | (since 2001). | |
23 Smith Barney Diversified Large Cap Growth Fund | 2003 Annual Report
| Additional Information (unaudited) (continued) | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | Number of | | Other |
| | | | | | | Principal | | Portfolios In | | Board Memberships |
| | | Position(s) | | Length | | Occupation(s) | | Fund Complex | | Held by |
| | | Held with | | of Time | | During Past | | Overseen by | | Trustee During |
Name, Address and Age | Fund | | Served | | Five Years | | Trustee | | Past Five Years |
|
| |
| |
| |
| |
|
| INTERESTED | | | | | | | | | | |
| TRUSTEE: | | | | | | | | | | |
| | | | | | | | | | | |
| R.Jay Gerken* | | Chairman, | | Since 2002 | | Managing Director of CGM (since | | Chairman | | N/A |
| Citigroup Asset Management | | President, | | | | 1996); Chairman, President, and | | of the Board, | | |
| 399 Park Avenue | | and Chief | | | | Chief Executive Officer of | | Trustee or | | |
| New York, NY 10022 | | Executive | | | | Smith Barney Fund Management | | Director | | |
| Age 52 | | Officer | | | | LLC (“SBFM”),Travelers | | of 220 | | |
| | | | | | | Investment Advisers, Inc. (“TIA”) | | | | |
| | | | | | | and Citi Fund Management Inc. | | | | |
| | | | | | | (“CFM”); President and Chief | | | | |
| | | | | | | Executive Officer of certain | | | | |
| | | | | | | mutual funds associated with | | | | |
| | | | | | | Citigroup formerly, Portfolio | | | | |
| | | | | | | Manager of Smith Barney | | | | |
| | | | | | | Allocation Series Inc. (from 1996 | | | | |
| | | | | | | to 2001) and Smith Barney | | | | |
| | | | | | | Growth and Income fund | | | | |
| | | | | | | (from 1996 to 2000). | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| OFFICERS: | | | | | | | | | | |
| | | | | | | | | | | |
| Andrew B. Shoup** | | Senior | | Since 2003 | | Director of Citigroup Asset | | N/A | | N/A |
| 125 Broad Street | | Vice President | | | | Management (“CAM”); Chief | | | | |
| New York, NY 10004 | | and Chief | | | | Administrative Officer of | | | | |
| Age 47 | | Administrative | | | | mutual funds associated with | | | | |
| | | Officer | | | | Citigroup Inc.; Head of | | | | |
| | | | | | | International Funds | | | | |
| | | | | | | Administration of CAM | | | | |
| | | | | | | (from 2001 to 2003); Director | | | | |
| | | | | | | of Global Funds Administration | | | | |
| | | | | | | of CAM (from 2000 to 2001); | | | | |
| | | | | | | Head of U.S. Citibank Funds | | | | |
| | | | | | | Administration of CAM (from | | | | |
| | | | | | | 1998 to 2000). | | | | |
| | | | | | | | | | | |
| Frances M. Guggino | | Controller | | Since 2002 | | Vice President, of CGM, | | N/A | | N/A |
| 125 Broad Street | | | | | | Controller of certain mutual funds | | | | |
| New York, NY 10004 | | | | | | associated with Citigroup Inc. | | | | |
| Age 46 | | | | | | (since 1991). | | | | |
| | | | | | | | | | | |
| Robert I. Frenkel | | Secretary | | Since 2000 | | Managing Director and General | | N/A | | N/A |
| CAM | | Chief Legal | | Since 2003 | | Counsel, Global Mutual Funds | | | | |
| 300 First Stamford Place | | Officer | | | | for CAM, Secretary of certain | | | | |
| Stamford, CT 06902 | | | | | | mutual funds associated with | | | | |
| Age 49 | | | | | | Citigroup Inc., Chief Legal Officer | | | | |
| | | | | | | of mutual funds associated with | | | | |
| | | | | | | Citigroup Inc. (since 1994) | | | | |
| | | | | | | | | | | |
| * Mr. Gerken is an “interested person” of the fund as defined in the 1940 Act because he is an officer of certain affiliates of the Manager. |
| ** As of November 25, 2003. |
24 Smith Barney Diversified Large Cap Growth Fund | 2003 Annual Report
SMITH BARNEY
DIVERSIFIED LARGE CAP GROWTH FUND
| TRUSTEES | INVESTMENT MANAGER |
| Elliott J. Berv | Smith Barney Fund Management LLC |
| Donald M. Carlton | |
| A. Benton Cocanougher | |
| Mark T. Finn | DISTRIBUTOR |
| R. Jay Gerken, CFA, Chairman* | Citigroup Global Markets Inc. |
| Stephen Randolph Gross | |
| Diana R. Harrington | |
| Susan B. Kerley | CUSTODIAN |
| Alan G. Merten | State Street Bank |
| C. Oscar Morong, Jr. | & Trust Company |
| R. Richardson Pettit | |
| Walter E. Robb, III | |
| | TRANSFER AGENT |
| | Citicorp Trust Bank, fsb. |
| OFFICERS | 125 Broad Street, 11th Floor |
| R. Jay Gerken, CFA* | New York, NY 10004 |
| President and | |
| Chief Executive Officer | |
| | SUB-TRANSFER AGENT |
| | PFPC Global Fund Services |
| Andrew B. Shoup*† | P.O. Box 9699 |
| Senior Vice President and | Providence, RI 02940-9699 |
| Chief Administrative Officer | |
| | |
| | INDEPENDENT |
| Frances M. Guggino* | AUDITORS |
| Controller | PricewaterhouseCoopers LLP |
| | 1177 Avenue of the Americas |
| | New York, NY 10036 |
| Robert I. Frenkel* | |
| Secretary and Chief Legal Officer | |
| | |
| * Affiliated Person of | |
| Investment Manager | |
| † As of November 25, 2003 | |
Smith Barney Diversified Large Cap Growth Fund
This report is submitted for general information of the shareholders of Smith Barney Diversified Large Cap Growth 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 January 31, 2004, this report must be accompanied by performance information for the most recently completed calendar quarter.
SMITH BARNEY DIVERSIFIED LARGE CAP GROWTH 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
ITEM 2. CODE OF ETHICS.
The registrant has adopted a code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The Board of Trustees of the registrant has determined that Mr. Stephen
Randolph Gross, the Chairman of the Board's Audit Committee, possesses
the technical attributes identified in Instruction 2(b) of Item 3 to
Form N-CSR to qualify as an "audit committee financial expert," and has
designated Mr. Gross as the Audit Committee's financial expert. Mr.
Gross is an "independent" Trustee pursuant to paragraph (a)(2) of Item
3 to Form N-CSR.
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- 3(c) under the
Investment Company Act of 1940, as amended (the "1940 Act")) are
effective as of a date within 90 days of the filing date of this
report that includes the disclosure required by this paragraph,
based on their evaluation of the disclosure controls and
procedures required by Rule 30a-3(b) under the 1940 Act and
15d-15(b) under the Securities Exchange Act of 1934
(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940
Act) that occurred during the registrant's last fiscal half-year
(the registrant's second fiscal half-year in the case of an annual
report) that have materially affected, or are likely to materially
affect the registrant's internal control over financial reporting.
ITEM 10. EXHIBITS.
(a)(1) Code of Ethics attached hereto.
(a)(2) Attached hereto.
Exhibit 99.CERT Certifications pursuant to section 302
of the Sarbanes-Oxley Act of 2002
(b) Furnished.
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 Diversified Large Cap Growth Fund
By: /s/ R. Jay Gerken
R. Jay Gerken
Chief Executive Officer of
Smith Barney Diversified Large Cap Growth Fund
Date: December 22, 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 Diversified Large Cap Growth Fund
Date: December 22, 2003
By: /s/ ANDREW B. SHOUP
Chief Administrative Officer of
Smith Barney Diversified Large Cap Growth Fund
Date: December 22, 2003
