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| Notes to Financial Statements | |
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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 following are significant accounting policies consistently followed by the Fund. These policies are in conformity with U.S. generally accepted accounting principles (“GAAP”).The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ.
(a) Investment Valuation. Securities traded on national securities markets are valued at the closing price on such markets. Securities traded in the over-the-counter market and listed securities for which no sales prices were reported are valued at the mean between the bid and asked 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.When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the Fund calculates its net asset value, the Fund may value these investments at fair value as determined in accordance with the procedures approved by the Fund’s Board of Trustees. Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant ADRs and futures contracts. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates value.
(b) Repurchase Agreements. When entering into repurchase agreements, it is the Fund’s policy that a custodian takes possession of the underlying collateral securities, the value of which at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.
(c) Investment Transactions and Investment Income. Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date. Foreign dividend income is recorded on the ex-dividend date or as soon as practical after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Gains or losses on the sale of securities are calculated by using the specific identification method.
(d) Dividends and Distributions to Shareholders. Dividends and distributions to shareholders are recorded on the ex-dividend date; the Fund distributes dividends and capital gains, if any, at least annually. The character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from GAAP.
(e) Class Accounting. Class specific expenses are charged to each class; management fees, general fund expenses, income, gains and/or losses are allocated on the basis of relative net assets of each class or on another reasonable basis.
(f) Federal and Other Taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its taxable income and net realized gains on investments, if any, to shareholders each year. Therefore, no federal income tax provision is required. Under the applicable foreign tax law, a withholding tax may be imposed on interest, dividends and capital gain at various rates.
20 Smith Barney Diversified Large Cap Growth Fund | 2004 Annual Report
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| Notes to Financial Statements (continued) | |
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(g) Reclassifications. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. During the current year there were no reclassifications.
2. Management Agreement and Other Transactions
Smith Barney Fund Management LLC (“SBFM”), an indirect wholly-owned subsidiary of Citigroup Inc. (“Citigroup”), acts as investment manager to the Fund. The Fund pays SBFM a management fee calculated at an annual rate of 0.90% of the Fund’s average daily net assets.This fee is calculated daily and paid monthly.
During the year ended October 31, 2004, SBFM waived a portion of its management fee in the amount of $784,231, of which $29,903 represents the resolution of the matter noted in Note 9 and $754,328 represents a voluntary waiver of management fee.
Citicorp Trust Bank, fsb. (“CTB”), another subsidiary of Citigroup, acts as the Fund’s transfer agent. PFPC Inc. (“PFPC”) acts as the Fund’s sub-transfer agent. CTB receives account fees and asset-based fees that vary according to the size and type of account. PFPC is responsible for shareholder recordkeeping and financial processing for all shareholder accounts and are paid by CTB. For the year ended October 31, 2004, the Fund paid transfer agent fees of $277,424 to CTB.
Citigroup Global Markets Inc. (“CGM”), another indirect wholly-owned subsidiary of Citigroup, acts as the Fund’s distributor.
On February 2, 2004, initial sales charges on Class L shares were eliminated. Effective April 29, 2004, the Fund’s Class L shares were renamed as Class C shares.
There is a maximum initial sales charge of 5.00% for Class A shares.There is a contingent deferred sales charge (“CDSC”) of 5.00% on Class B shares, which applies if redemption occurs within one year from purchase payment.This CDSC declines thereafter by 1.00% per year until no CDSC is incurred. Class C shares have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. In certain cases, Class A shares have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. This CDSC only applies to those purchases of Class A shares, which, when combined with current holdings of Class A shares, equal or exceed $1,000,000 in the aggregate.These purchases do not incur an initial sales charge.
For the year ended October 31, 2004, CGM and its affiliates received sales charges of approximately $50,000, $0 and $0 on sales of the Fund’s Class A, B and C shares, respectively. In addition, for the year ended October 31, 2004, CDSCs paid to CGM and its affiliates were approximately:
| | Class A | Class B | Class C |
|
|
|
|
| CDSCs | $0 | $4,000 | $0 |
|
|
|
|
All officers and one Trustee of the Trust are employees of Citigroup or its affiliates and do not receive compensation from the Trust.
During the year end October 31, 2004, Citigroup or affiliated entities held shares of the Fund in non-discretionary, nominee accounts on behalf of certain non-affiliated investors.
3. Investments
During the year ended October 31, 2004, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
|
|
| Purchases | $153,095,669 |
|
|
| Sales | 171,358,154 |
|
|
21 Smith Barney Diversified Large Cap Growth Fund | 2004 Annual Report
|
|
| Notes to Financial Statements (continued) | |
|
|
At October 31, 2004, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:
|
|
| |
| Gross unrealized appreciation | $ | 15,155,964 | |
| Gross unrealized depreciation | (16,132,326 | ) |
|
| |
| Net unrealized depreciation | $ | (976,362 | ) |
|
|
| |
4. Class Specific Expenses
Pursuant to a Rule 12b-1 Distribution Plan, the Fund pays a distribution/service fee with respect to its Class A, B and C shares calculated at the annual rate of 0.25%, 1.00% and 1.00% of the average daily net assets of each respective class. For the year ended October 31, 2004, total Rule 12b-1 Distribution/Service fees, which are accrued daily and paid monthly, were as follows:
| | Class A | | Class B | | Class C |
|
| | | | | | |
| Distribution/Service Fees | $491,218 | | $110,793 | | $5,836 |
|
| | | | | | |
| For the year ended October 31, 2004, total Transfer Agency Service expenses were as follows: | | | | |
| | | | | | |
| | Class A | | Class B | | Class C |
|
|
| | | | | | |
| Transfer Agency Service Expenses | $277,160 | | $17,697 | | $1,167 |
|
|
| 5. Dividends Paid to Shareholders by Class | | | | |
| Year Ended | | Year Ended | |
| October 31, 2004 | | October 31, 2003 | |
|
|
|
| |
| Net Investment Income | | | | |
| Class A | $485,566 | | $53,039 | |
| Class B | — | | — | |
| Class C | — | | — | |
|
|
|
| |
| Total | $485,566 | | $53,039 | |
|
|
|
| |
6. Shares of Beneficial Interest
At October 31, 2004, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share.The Fund has the ability to issue multiple classes of shares. Each share of a class represents an identical interest and has the same rights, except that each class bears certain direct expenses as described in Note 4.
22 Smith Barney Diversified Large Cap Growth Fund | 2004 Annual Report
|
| Notes to Financial Statements (continued) |
|
| | | | | | | | | | | | | | | |
| Transactions in shares of each class were as follows: | | | | | | | | | | | | |
| | | Year Ended
October 31, 2004 | | | Year Ended
October 31, 2003 | |
| | | | | |
| | |
| | |
| |
| | | Shares | | Amount | | | Shares | | Amount | |
|
| Class A | | | | | | | | | | | | |
| Shares sold | | 300,949 | | | $ | 4,199,070 | | | 378,927 | | | $ | 4,602,826 | |
| Shares issued on reinvestment | | 33,971 | | | | 477,297 | | | 4,570 | | | | 52,325 | |
| Shares repurchased | | (1,714,223 | ) | | | (23,717,963 | ) | | (1,543,444 | ) | | | (18,831,449 | ) |
|
| Net Decrease | | (1,379,303 | ) | | $ | (19,041,596 | ) | | (1,159,947 | ) | | $ | (14,176,298 | ) |
|
| Class B | | | | | | | | | | | | | | |
| Shares sold | | 45,201 | | | $ | 605,685 | | | 57,266 | | | $ | 693,070 | |
| Shares issued on reinvestment | | — | | | | — | | | — | | | | — | |
| Shares repurchased | | (104,455 | ) | | | (1,388,385 | ) | | (108,368 | ) | | | (1,259,291 | ) |
|
| Net Decrease | | (59,254 | ) | | $ | (782,700 | ) | | (51,102 | ) | | $ | (566,221 | ) |
|
| Class C* | | | | | | | | | | | | | | |
| Shares sold | | 10,208 | | | $ | 141,303 | | | 17,448 | | | $ | 217,570 | |
| Shares issued on reinvestment | | — | | | | — | | | — | | | | — | |
| Shares repurchased | | (19,612 | ) | | | (276,219 | ) | | (15,953 | ) | | | (196,066 | ) |
|
| Net Increase (Decrease) | | (9,404 | ) | | $ | (134,916 | ) | | 1,495 | | | $ | 21,504 | |
|
| |
| * Effective April 29, 2004, Class L shares were renamed as Class C shares. |
7. Income Tax Information and Distributions to Shareholders
The tax character of distributions paid during the fiscal years ended October 31, were as follows:
| | | 2004 | | 2003 | |
|
| | | | | | |
| Ordinary Income | | $ | 485,566 | | $ | 53,039 | |
|
| As of October 31, 2004 the components of accumulated earnings on a tax basis were as follows: | | | |
|
| Undistributed ordinary income | $ | 87,972 | |
| Capital loss carryforward | | (53,436,843 | )* |
| Unrealized depreciation | | (976,362 | )** |
|
| Total accumulated losses — net | $ | (54,325,233 | ) |
|
*
| On October 31, 2004, the Fund had a net capital loss carryforward of $53,436,843, of which $15,233,879 expires in 2009, $26,819,033 expires in 2010, $6,330,611 expires in 2011 and $5,053,320 expires in 2012. This amount will be available to offset like amounts of any future taxable gains.
|
**
| The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales and the difference between book and tax recognition of gains (losses) on distributed property from a partnership interest.
|
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 were 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.Two
23 Smith Barney Diversified Large Cap Growth Fund | 2004 Annual Report
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| Notes to Financial Statements (continued) |
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former Trustees are currently receiving payments under the Plan. In addition, three other former Trustees elected to receive a lump sum payment under the Plan during this period. The Fund’s allocable share of the expenses of the Plan for the year ended October 31, 2004 and the related liability at October 31, 2004 were not material.
9. Additional Information
In connection with an investigation previously disclosed by Citigroup, the Staff of the Securities and Exchange Commission (“SEC”) has notified Citigroup Asset Management (“CAM”), the Citigroup business unit that includes the funds’ investment manager and other investment advisory companies; Citicorp Trust Bank (“CTB”), an affiliate of CAM;Thomas W. Jones, the former CEO of CAM; and three other individuals, one of whom is an employee and the other two of whom are former employees of CAM, that the SEC Staff is considering recommending a civil injunctive action and/or an administrative proceeding against each of them relating to the creation and operation of an internal transfer agent unit to serve various CAM-managed funds.
In 1999, CTB entered the transfer agent business. CTB hired an unaffiliated subcontractor to perform some of the transfer agent services.The subcontractor, in exchange, had signed a separate agreement with CAM in 1998 that guaranteed investment management revenue to CAM and investment banking revenue to a CAM affiliate. The subcontractor’s business was later taken over by PFPC Inc., and at that time the revenue guarantee was eliminated and a one-time payment was made by the subcontractor to a CAM affiliate. CAM did not disclose the revenue guarantee when the boards of various CAM-managed funds hired CTB as transfer agent. Nor did CAM disclose to the boards of the various CAM-managed funds the one-time payment received by the CAM affiliate when it was made. In addition, the SEC Staff has indicated that it is considering recommending action based on the adequacy of the disclosures made to the fund boards that approved the transfer agency arrangement, CAM’s initiation and operation of, and compensation for, the transfer agent business and CAM’s retention of, and agreements with, the subcontractor.
Citigroup is cooperating fully in the investigation and will seek to resolve the matter in discussions with the SEC Staff. Although there can be no assurance, Citigroup does not believe that this matter will have a material adverse effect on the Fund. As previously disclosed, CAM has already agreed to pay the applicable funds, primarily through fee waivers, a total of approximately $17 million (plus interest) that is the amount of the revenue received by Citigroup relating to the revenue guarantee.
10. Legal Matters
Beginning in June, 2004, class action lawsuits alleging violations of the federal securities laws were filed against Citigroup Global Markets Inc. (the “Distributor”) and a number of its affiliates, including Smith Barney Fund Management LLC and Salomon Brothers Asset Management Inc (the “Advisers”), substantially all of the mutual funds managed by the Advisers, including the Fund (the “Funds”), and directors or trustees of the Funds (collectively, the “Defendants”). The complaints alleged, among other things, that the Distributor created various undisclosed incentives for its brokers to sell Smith Barney and Salomon Brothers funds. In addition, according to the complaints, the Advisers caused the Funds to pay excessive brokerage commissions to the Distributor for steering clients towards proprietary funds. The complaints also alleged that the defendants breached their fiduciary duty to the Funds by improperly charging Rule 12b-1 fees and by drawing on fund assets to make undisclosed payments of soft dollars and excessive brokerage commissions.The complaints also alleged that the Funds failed to adequately disclose certain of the allegedly wrongful conduct.The complaints sought injunctive relief and compensatory and punitive damages, rescission of the Funds’ contracts with the Advisers, recovery of all fees paid to the Advisers pursuant to such contracts and an award of attorneys’ fees and litigation expenses.
On December 15, 2004, a consolidated amended complaint (the “Complaint”) was filed alleging substantially similar causes of action.While the lawsuit is in its earliest stages, to the extent that the Complaint purports to state causes of action against the Funds, Citigroup Asset Management believes the Funds have significant defenses to such allegations, which the Funds intend to vigorously assert in responding to the Complaint.
24 Smith Barney Diversified Large Cap Growth Fund | 2004 Annual Report
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| Notes to Financial Statements (continued) |
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Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed against the Defendants in the future.
As of the date of this report, Citigroup Asset Management and the Funds believe that the resolution of the pending lawsuit will not have a material effect on the financial position or results of operations of the Funds or the ability of the Advisers and their affiliates to continue to render services to the Funds under their respective contracts.
25 Smith Barney Diversified Large Cap Growth Fund | 2004 Annual Report
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| Report of Independent Registered Public Accounting Firm |
|
To the Board of Trustees of Smith Barney Trust II and 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, 2004, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
December 21, 2004
26 Smith Barney Diversified Large Cap Growth Fund | 2004 Annual Report
|
| Additional Information (unaudited) |
|
Information about Trustees and Officers
The business and affairs of the Smith Barney Diversified Large Cap Growth 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.
| | | Term of | | Number of | | |
| | | Office* | | Portfolios In | | |
| | | and | Principal | Fund | Other Board | |
| | Position(s) | Length | Occupation(s) | Complex | Memberships | |
| | Held with | of Time | During Past | Overseen by | Held by | |
Name, Address and Age | Fund | Served | Five Years | Trustee | Trustee | |
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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 | |
| (“CAM”) | | | 2002); Executive Vice President | | Morpheus Technologies) | |
| 399 Park Avenue | | | and Chief Operations Officer, | | (biometric information | |
| New York, NY 10022 | | | DigiGym Systems (on-line | | management) (since | |
| DOB: 4/30/43 | | | personal training systems) (since | | 2001; consultant since | |
| | | | 2001); Chief Executive Officer, | | 1999); Director, Lapoint | |
| | | | Rocket City Enterprises (internet | | Industries (industrial | |
| | | | service company) (from 2000 to | | filter company) (since | |
| | | | 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, Temple-Inland | |
| c/o R. Jay Gerken | | | (engineering) (since 1999); | | (forest products) (since | |
| CAM | | | former Chief Executive Officer, | | 2003); American | |
| 399 Park Avenue | | | Radian International LLC | | Electric Power | |
| New York, NY 10022 | | | (engineering) (from 1969 to | | (electric utility) (since | |
| DOB: 7/20/37 | | | 1998), Member of Management | | 1999); Director, Valero | |
| | | | Committee, Signature Science | | Energy (petroleum | |
| | | | (research and development) | | refining) (since 1999); | |
| | | | (since 2000) | | Director, National | |
| | | | | | Instruments Corp. | |
| | | | | | (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, | |
| CAM | | | 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 | |
| DOB: 7/6/38 | | | Graduate School of Business | | First American Savings | |
| | | | of Texas A & M University | | Bank (from 1994 to | |
| | | | (from 1987 to 2001). | | 1999). |
27 Smith Barney Diversified Large Cap Growth Fund | 2004 Annual Report
|
| Additional Information (unaudited) (continued) |
|
| | | Term of | | Number of | |
| | | Office* | | Portfolios In | |
| | | and | Principal | Fund | Other Board |
| | Position(s) | Length | Occupation(s) | Complex | Memberships |
| | Held with | of Time | During Past | Overseen by | Held by |
Name, Address and Age | Fund | Served | Five Years | Trustee | Trustee |
|
| 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, |
| CAM | | | 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). |
| DOB: 5/16/43 | | | 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 | Chief Executive Officer, HLB Gross Collins, | 31 | Director, United Telesis, |
| c/o R. Jay Gerken | | | P.C. (accounting firm) (since 1979); | | Inc. (telecommunications) |
| CAM | | | Partner, Capital Investment Advisory | | (since 1997); Director, |
| 399 Park Avenue | | | Partners (consulting) (2000 to | | eBank.com, Inc. (1997– |
| New York, NY 10022 | | | 2002); former Chief Operating Officer, | | 2004); Director, Andersen |
| DOB: 10/8/47 | | | General Media Communications, Inc. | | Calhoun, Inc. (assisted |
| | | | (from March 2003 to August 2003); | | living) (since 1987); |
| | | | former Managing Director, Fountainhead | | former Director, Charter |
| | | | Ventures, LLC (consulting) (from 1998 to | | Bank, Inc. (from 1987 to |
| | | | 2003); former Secretary, Carint N.A. | | 1997); former Director, |
| | | | (manufacturing) (1988–2002); former | | Yu Save, Inc. (internet |
| | | | Treasurer, Hank Aaron Enterprises | | company) (from 1998 to |
| | | | (fast food franchise) (from 1985 | | 2000); former Director, |
| | | | to 2001); Treasurer, Coventry Limited, | | Hotpalm, Inc. (wireless |
| | | | Inc. (since 1985). | | applications) (from 1998 |
| | | | | | to 2000). |
| | | | | | |
| Diana R. Harrington | Trustee | Since 1992 | Professor, Babson College | 36 | None |
| c/o R. Jay Gerken | | | (since 1993). | | |
| CAM | | | | | |
| 399 Park Avenue | | | | | |
| New York, NY 10022 | | | | | |
| DOB: 3/25/40 | | | | | |
| | | | | | |
| Susan B. Kerley | Trustee | Since 1992 | Consultant, Strategic Management | 36 | Director, Eclipse Funds |
| c/o R. Jay Gerken | | | Advisors, LLC/Global Research | | (currently supervises 12 |
| CAM | | | Associates, Inc. (investment | | investment companies |
| 399 Park Avenue | | | consulting) (since 1990). | | in fund complex) (since |
| New York, NY 10022 | | | | | 1990). |
| DOB: 8/12/51 | | | | | |
28 Smith Barney Diversified Large Cap Growth Fund | 2004 Annual Report
|
| Additional Information (unaudited) (continued) |
|
| | | Term of | | Number of | |
| | | Office* | | Portfolios In | |
| | | and | Principal | Fund | Other Board |
| | Position(s) | Length | Occupation(s) | Complex | Memberships |
| | Held with | of Time | During Past | Overseen by | Held by |
Name, Address and Age | Fund | Served | Five Years | Trustee | Trustee |
|
| Alan G. Merten | Trustee | Since 2001 | President, George Mason | 31 | Former Director, |
| c/o R. Jay Gerken | | | University (since 1996). | | Comshare, Inc. |
| CAM | | | | | (information technology) |
| 399 Park Avenue | | | | | (since 1985 |
| New York, NY 10022 | | | | | to 2003); Director, |
| DOB: 12/27/41 | | | | | DigitalNet Holdings, Inc. |
| | | | | | (since 2003). |
| | | | | | |
| R. Richardson Pettit | Trustee | Since 2001 | Professor of Finance, University | 31 | None |
| c/o R. Jay Gerken | | | of Houston (from 1977 to 2002); | | |
| CAM | | | independent consultant | | |
| 399 Park Avenue | | | (since 1984). | | |
| New York, NY 10022 | | | | | |
| DOB: 7/6/42 | | | | | |
| | | | | | |
| Interested Trustee: | | | | | |
| | | | | | |
| R. Jay Gerken** | Chairman, | Since 2002 | Managing Director of Citigroup | 221 | N/A |
| CAM | President, | | Global Markets (“CGM”) (since | | |
| 399 Park Avenue | and Chief | | 1996); Chairman, President, and | | |
| New York, NY 10022 | Executive | | Chief Executive Officer of Smith | | |
| DOB: 4/5/51 | Officer | | Barney Fund Management LLC | | |
| | | | (“SBFM”), Travelers Investment | | |
| | | | Advisers, Inc. (“TIA”) and Citi | | |
| | | | Fund Management Inc. (“CFM”); | | |
| | | | President and Chief Executive | | |
| | | | Officer of certain mutual funds | | |
| | | | associated with Citigroup Inc., | | |
| | | | (“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 Vice | Since 2003 | Director of CAM; Chief | N/A | N/A |
| CAM | President and | | Administrative Officer of mutual | | |
| 125 Broad Street | Chief | | funds associated with Citigroup | | |
| New York, NY 10004 | Administrative | | Inc.; Head of International Funds | | |
| DOB: 8/1/56 | Officer | | 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 | Chief | Since 2004 | Vice President of CGM, Chief | N/A | N/A |
| CAM | Financial | | Financial Officer and Treasurer | | |
| 125 Broad Street | Officer | | of certain mutual funds associated | | |
| New York, NY 10004 | and | | with Citigroup; Controller of | | |
| DOB: 9/8/57 | Treasurer | | certain mutual funds associated | | |
| | | | with Citigroup. | | |
29 Smith Barney Diversified Large Cap Growth Fund | 2004 Annual Report
|
| Additional Information (unaudited) (continued) |
|
| | | | | Number of | |
| | | Term of | | Portfolios In | |
| | | Office* and | Principal | Fund | Other Board |
| | Position(s) | Length | Occupation(s) | Complex | Memberships |
| | Held with | of Time | During Past | Overseen by | Held by |
| Name, Address and Age | Fund | Served | Five Years | Trustee | Trustee |
|
| Andrew Beagley | Chief Anti- | Since 2002 | Director of CGM (since 2000); | N/A | N/A |
| CAM | Money | | Director of Compliance, North | | |
| 399 Park Avenue | Laundering | | America, CAM (since 2000); | | |
| 4th Floor | Compliance | | Chief Anti-Money Laundering | | |
| New York, NY 10022 | Officer | | Compliance Officer, Chief | | |
| DOB: 10/9/62 | | | Compliance Officer and Vice | | |
| | Chief | Since 2004 | President of certain mutual | | |
| | Compliance | | funds associated with Citigroup; | | |
| | Officer | | Director of Compliance, Europe, | | |
| | | | the Middle East and Africa. | | |
| | | | Citigroup Asset Management | | |
| | | | (from 1999 to 2000); Compliance | | |
| | | | Officer, Salomon Brothers Asset | | |
| | | | Management Limited, Smith | | |
| | | | Barney Global Capital | | |
| | | | Management Inc., Salomon | | |
| | | | Brothers Asset Management Asia | | |
| | | | Pacific Limited (from 1997 | | |
| | | | to 1999). | | |
| | | | | | |
| Wendy S. Setnicka | Controller | Since 2004 | Vice President of CGM; | N/A | N/A |
| CAM | | | Controller of certain mutual funds | | |
| 125 Broad Street | | | associated with Citigroup. | | |
| New York, NY 10004 | | | | | |
| DOB: 6/30/64 | | | | | |
| | | | | | |
| 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 (since 1994), Secretary | | |
| Stamford, CT 06902 | | | of certain mutual funds associated | | |
| DOB: 12/12/54 | | | with Citigroup Inc., Chief Legal | | |
| | | | Officer of mutual funds associated | | |
| | | | with Citigroup Inc. | | |
|
*
| Each Trustee and officer serves until his or her successor has been duly elected and qualified.
|
**
| Mr. Gerken is an “interested person” of the Fund as defined in the Investment Company Act of 1940, as amended, because Mr. Gerken is an officer of SBFM and certain of its affiliates.
|
30 Smith Barney Diversified Large Cap Growth Fund | 2004 Annual Report
|
| Important Tax Information (unaudited) |
|
The following information is provided with respect to the ordinary income distributions paid by Smith Barney Diversified Large Cap Growth Fund during the taxable year ended October 31, 2004:
| Record Date: | 12/26/2003 | |
| Payable Date: | 12/30/2003 | |
| Dividends Qualifying for the Dividends | | |
| Received Deduction for Corporations | 100.00 | % |
Please retain this information for your records.
31 Smith Barney Diversified Large Cap Growth Fund | 2004 Annual Report
SMITH BARNEY
DIVERSIFIED LARGE CAP GROWTH FUND
| | TRUSTEES
Elliott J. Berv | INVESTMENT MANAGER
Smith Barney Fund |
| | Donald M. Carlton | Management LLC |
| | A. Benton Cocanougher Mark T. Finn
| |
| | R. Jay Gerken, CFA, | DISTRIBUTOR |
| | Chairman* | Citigroup Global Markets Inc. |
| | Stephen Randolph Gross | |
| | Diana R. Harrington | CUSTODIAN |
| | Susan B. Kerley | State Street Bank |
| | Alan G. Merten | & Trust Company |
| | R. Richardson Pettit | 225 Franklin Street |
| | | Boston, MA 02110 |
| | OFFICERS*
| |
| | R. Jay Gerken, CFA
| TRANSFER AGENT |
| | President and | Citicorp Trust Bank, fsb. |
| | Chief Executive Officer | 125 Broad Street, 11th Floor |
| | | New York, NY 10004 |
| | Andrew B. Shoup | |
| | Senior Vice President and | SUB-TRANSFER AGENT |
| | Chief Administrative Officer | PFPC Inc. |
| | | P.O. Box 9699 |
| | Frances M. Guggino
| Providence, RI 02940-9699 |
| | Chief Financial Officer and | |
| | Treasurer | INDEPENDENT |
| | | REGISTERED PUBLIC |
| | Andrew Beagley | ACCOUNTING FIRM |
| | Chief Anti-Money Laundering | PricewaterhouseCoopers LLP |
| | Compliance Officer and | 300 Madison Avenue |
| | Chief Compliance Officer | New York, NY 10017 |
| | | |
| | Wendy S. Setnicka
| |
| | Controller | |
| | | |
| | Robert I. Frenkel | |
| | Secretary and Chief Legal Officer | |
| | | | |
| |
| |
| | *
| Affiliated Person of
Investment Manager |
Smith Barney Trust II
Smith Barney Diversified Large Cap
Growth Fund
The Fund is a separate investment fund of Smith Barney Trust II,
a Massachusetts business trust. | | This report is submitted for general information of the shareholders of Smith Barney Trust II—Smith Barney Diversified Large Cap Growth Fund, but it may also be used as sales literature when preceded or accompanied by the current Prospectus. SMITH BARNEY DIVERSIFIED LARGE CAP
GROWTH FUND
Smith Barney Mutual Funds
125 Broad Street, MF-2
New York, New York 10004 This document must be preceded or accompanied by a free prospectus. Investors should consider the fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the fund. Please read the prospectus carefully before you invest or send money. www.smithbarneymutualfunds.com |
| | | |
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-800-451-2010. Information on how the Fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2004 and a description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling 1-800-451-2010, (2) on the Fund’s website at www.citigroupAM.com and (3) on the SEC’s website at www.sec.gov. | | ©2004 Citigroup Global Markets Inc.
Member NASD, SIPC FD02662 12/04 | 04-7544 |
| 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 Directors of the registrant has determined that William R. Hutchinson, 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. Hutchinson as the Audit Committee’s financial expert. Mr. Hutchinson is an “independent” Director pursuant to paragraph (a)(2) of Item 3 to Form N-CSR. |
| | |
| ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
| | | |
| | (a) | Audit Fees for Smith Barney Diversified Large Cap Growth Fund were $31,500 and $31,500 for the years ended 10/31/04 and 10/31/03, respectively. |
| | | |
| | (b) | Audit-Related Fees for Smith Barney Diversified Large Cap Growth Fund were $0 and $0 for the years ended 10/31/04 and 10/31/03. |
| | | |
| | | In addition, there were no Audit-Related Fees billed in the years ended 10/31/04 and 10/31/03 for assurance and related services by the Accountant to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Smith Barney Diversified Large Cap Growth Fund (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the period May 6, 2003 to October 31, 2004 (prior to May 6, 2003 services provided by the Accountant were not required to be pre-approved). |
| | | |
| | (c) | Tax Fees for Smith Barney Diversified Large Cap Growth Fund were $4,000 and $4,000 for the years ended 10/31/04 and 10/31/03. These amounts represent aggregate fees paid for tax compliance and tax advice, which includes (the filing and amendment of federal, state and local income tax returns, timely RIC qualification review and tax distribution and analysis planning) rendered by the Accountant to Smith Barney Diversified Large Cap Growth Fund |
| | | |
| | | There were no fees billed for tax services by the Accountants to service affiliates for the period May 6, 2003 through October 31, 2004 that required pre-approval by the Audit Committee. |
| | | |
| | (d) | There were no All Other Fees for Smith Barney Diversified Large Cap Growth Fund for the years ended 10/31/04 and 10/31/03. |
| | | |
| | | All Other Fees. The aggregate fees billed for all other non-audit services rendered by the Accountant to Salomon Brothers Asset Management (“SBAM”), and any entity controlling, controlled by or under common control with SBAM that provided ongoing services to Smith Barney Diversified Large Cap Growth Fund, requiring pre-approval by the Audit Committee for the period May 6, 2003 through October 31, 2004, which included the issuance of reports on internal control under SAS No. 70 relating to various Citigroup Asset Management (“CAM”) entities, were $790,000; all of which were pre-approved by the Audit Committee. |
| | | |
| | (e) | (1) Audit Committee’s pre–approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X. |
| | | |
| | | The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by Smith Barney Fund Management LLC or Salomon Brothers Asset Management Inc. or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent registered public accounting firm to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee. |
| | | |
| | | The Committee shall not approve non-audit services that the Committee believes may impair the independence of the independent registered public accounting firm. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent registered public accounting firm, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible. |
| | | |
| | | Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent registered public accounting firm during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such ser vices are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit. |
| | | |
| | | (2) Tax Fees were 100% and 100% for the years ended 10/31/04 and 10/31/03. There were no Other Fees paid by the Smith Barney Diversified Large Cap Growth Fund Inc. |
| | | |
| | (f) | N/A |
| | | |
| | (g) | Non-audit fees billed by the Accountant for services rendered to Smith Barney Diversified Large Cap Growth Fund and CAM and any entity controlling, controlled by, or under common control with CAM that provides ongoing services to Smith Barney Diversified Large Cap Growth Fund were $2.9 million and $6.4 million for the years ended 10/31/04 and 10/31/03. |
| | | |
| | (h) | Yes. The Smith Barney Diversified Large Cap Growth Fund’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which were not pre-approved (not requiring pre-approval) is compatible with maintaining the independent registered public accounting firm's independence. All services provided by the Accountant to the Smith Barney Diversified Large Cap Growth Fund or to Service Affiliates which were required to be pre-approved were pre-approved as required. |
| | | |
| 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. |
| | | |
| | | The Board of Directors of the Fund has delegated the authority to develop policies and procedures relating to proxy voting to the Manager. The Manager is part of Citigroup Asset Management (“CAM”), a group of investment adviser affiliates of Citigroup, Inc. (“Citigroup”). Along with the other investment advisers that comprise CAM, the Manager has adopted a set of proxy voting policies and procedures (the “Policies”) to ensure that the Manager votes proxies relating to equity securities in the best interest of clients. |
| | | |
| | | In voting proxies, the Manager is guided by general fiduciary principles and seeks to act prudently and solely in the best interest of clients. The Manager attempts to consider all factors that could affect the value of the investment and will vote proxies in the manner that it believes will be consistent with efforts to maximize shareholder values. The Manager may utilize an external service provider to provide it with information and/or a recommendation with regard to proxy votes. However, such recommendations do not relieve the Manager of its responsibility for the proxy vote. |
| | | |
| | | In the case of a proxy issue for which there is a stated position in the Policies, CAM generally votes in accordance with such stated position. In the case of a proxy issue for which there is a list of factors set forth in the Policies that CAM considers in voting on such issue, CAM votes on a case-by-case basis in accordance with the general principles set forth above and considering such enumerated factors. In the case of a proxy issue for which there is no stated position or list of factors that CAM considers in voting on such issue, CAM votes on a case-by-case basis in accordance with the general principles set forth above. Issues for which there is a stated position set forth in the Policies or for which there is a list of factors set forth in the Policies that CAM considers in voting on such issues fall into a variety of categories, including election of directors, ratification of auditors, proxy and tender offer defenses, capital structure issues, executive and direct or compensation, mergers and corporate restructurings, and social and environmental issues. The stated position on an issue set forth in the Policies can always be superseded, subject to the duty to act solely in the best interest of the beneficial owners of accounts, by the investment management professionals responsible for the account whose shares are being voted. Issues applicable to a particular industry may cause CAM to abandon a policy that would have otherwise applied to issuers generally. As a result of the independent investment advisory services provided by distinct CAM business units, there may be occasions when different business units or different portfolio managers within the same business unit vote differently on the same issue. |
| | | |
| | | In furtherance of the Manager’s goal to vote proxies in the best interest of clients, the Manager follows procedures designed to identify and address material conflicts that may arise between the Manager’s interests and those of its clients before voting proxies on behalf of such clients. To seek to identify conflicts of interest, CAM periodically notifies CAM employees (including employees of the Manager) in writing that they are under an obligation (i) to be aware of the potential for conflicts of interest with respect to voting proxies on behalf of client accounts both as a result of their personal relationships and due to special circumstances that may arise during the conduct of CAM’s and the Manager’s business, and (ii) to bring conflicts of interest of which they become aware to the attention of compliance personnel. The Manager also maintains and considers a list of significant relationships that could present a conflict of interest for the Manage r in voting proxies. The Manager is also sensitive to the fact that a significant, publicized relationship between an issuer and a non-CAM affiliate might appear to the public to influence the manner in which the Manager decides to vote a |
| | | |
| | | proxy with respect to such issuer. Absent special circumstances or a significant, publicized non-CAM affiliate relationship that CAM or the Manager for prudential reasons treats as a potential conflict of interest because such relationship might appear to the public to influence the manner in which the Manager decides to vote a proxy, the Manager generally takes the position that non-CAM relationships between Citigroup and an issuer (e.g. investment banking or banking) do not present a conflict of interest for the Manager in voting proxies with respect to such issuer. Such position is based on the fact that the Manager is operated as an independent business unit from other Citigroup business units as well as on the existence of information barriers between the Manager and certain other Citigroup business units. |
| | | |
| | | CAM maintains a Proxy Voting Committee, of which the Manager personnel are members, to review and address conflicts of interest brought to its attention by compliance personnel. A proxy issue that will be voted in accordance with a stated position on an issue or in accordance with the recommendation of an independent third party is not brought to the attention of the Proxy Voting Committee for a conflict of interest review because the Manager’s position is that to the extent a conflict of interest issue exists, it is resolved by voting in accordance with a pre-determined policy or in accordance with the recommendation of an independent third party. With respect to a conflict of interest brought to its attention, the Proxy Voting Committee first determines whether such conflict of interest is material. A conflict of interest is considered material to the extent that it is determined that such conflict is likely to influence, or appear to influence, the Manager’s dec ision-making in voting proxies. If it is determined by the Proxy Voting Committee that a conflict of interest is not material, the Manager may vote proxies notwithstanding the existence of the conflict. |
| | | |
| | | If it is determined by the Proxy Voting Committee that a conflict of interest is material, the Proxy Voting Committee is responsible for determining an appropriate method to resolve such conflict of interest before the proxy affected by the conflict of interest is voted. Such determination is based on the particular facts and circumstances, including the importance of the proxy issue and the nature of the conflict of interest. Methods of resolving a material conflict of interest may include, but are not limited to, disclosing the conflict to clients and obtaining their consent before voting, or suggesting to clients that they engage another party to vote the proxy on their behalf. |
| | | |
| ITEM 8. | | [RESERVED] |
| | | |
| ITEM 9. | | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
| | | |
| | | Not applicable. |
| | | |
| | | |
| ITEM 10. | 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 11. | EXHIBITS. |
| | |
| | (a) | Code of Ethics attached hereto. |
| | | |
| | Exhibit 99.CODE ETH |
| | | |
| | (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 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: | January 6, 2005 |
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: | January 6, 2005 |
| | |
| By: | /s/ Frances M Guggino |
| |
|
| | (Frances M Guggino) |
| | Chief Financial Officer of |
| | Smith Barney Diversified Large Cap Growth Fund |
| | |
| Date: | January 6, 2005 |
