Management

Manager The fund's investment adviser and administrator (the manager) is SSBC Fund Management Inc., an affiliate of Salomon Smith Barney Inc. The manager's address is 388 Greenwich Street, New York, New York 10013. The manager selects the fund's investments and oversees its operations. The adviser and Salomon Smith Barney are subsidiaries of Citigroup Inc. Citigroup businesses produce a broad range of financial services--asset management, banking and consumer finance, credit and charge cards, insurance, investments, investment banking and trading--and use diverse channels to make them available to consumer and corporate customers around the world.

Joseph P. Deane, investment officer of the manager and senior vice president and managing director of Salomon Smith Barney, has been responsible for the day-to-day management of the fund's portfolio since its inception in 1991. David T. Fare, investment officer of the manager and vice president of Salomon Smith Barney, currently shares the responsibility for the day-to-day management of the fund's portfolio, joining Mr. Deane in 1998. Mr. Deane and Mr. Fare have 29 and 12 years, respectively, of securities business experience.

Management fee For its services, the manager received a management fee and administrative fee during the Fund's last fiscal year equal to 0.15% and 0.10%, respectively, of the fund's average daily net assets.

Distributor The fund has entered into an agreement with CFBDS, Inc. to distrib- ute the fund's shares. A selling group consisting of Salomon Smith Barney and other broker dealers sells fund shares to the public.

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

Year 2000 issue Information technology experts are concerned about computer systems' ability to process date-related information on and after January 1, 2000. This situation, commonly known as the "Year 2000" issue, could have an adverse impact on the fund. The cost of addressing the Year 2000 issue, if sub- stantial, could adversely affect companies and governments that issue securi- ties held by the fund. The manager and Salomon Smith Barney are addressing the Year 2000 issue for their systems. The fund has been informed by its other service providers that they are taking similar measures. Although the fund does not expect the Year 2000 issue to adversely affect it, the fund cannot guaran- tee that the efforts of the fund, which are limited to requesting and receiving reports from its service providers, or the efforts of its service providers to correct the problem will be successful.

Smith Barney Mutual Funds 7

Choosing a class of shares to buy

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

.If you establish a program of regular investment, you may wish to consider Class A shares; as the investment accumulates, you may qualify for reduced sales charges and the shares are subject to lower ongoing expenses. .Class L shares are sold with a lower initial sales charge than Class A shares, which may also help to offset the higher annual expenses of this class. Because the fund's future return cannot be predicted, however, there can be no assurance that this would be the case for either class.

You may buy shares from:

.A Salomon Smith Barney Financial Consultant .An investment dealer in the selling group or a broker that clears through Sal- omon Smith Barney--a dealer representative .The fund, but only if you are investing through certain qualified plans or certain dealer representatives

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

                                              Initial          Additional
                                      Classes A, L   Class Y   All Classes
General                                  $1,000    $15 million     $50
Monthly Systematic Investment Plan        $25          n/a         $25
Quarterly Systematic Investment Plan      $50          n/a         $50
Uniform Gift to Minor Account             $250     $15 million     $50

                   Class A       Class L       Class Y

Key features    .Initial      .Initial      .No initial
                 sales         sales         or deferred
                 charge        charge is     sales
                 .You may      lower than    charge
                 qualify for   Class A       .Minimum
                 reduction     .Deferred     investment
                 or waiver     sales         of at least
                 of initial    charge for    $15 million
                 sales         1 year        .Lower
                 charge        .Higher       annual
                 .Lower        annual        expenses
                 annual        expenses      than the
                 expenses      than Class    other clas-
                 than Class    A             ses
                 L
--------------------------------------------------------

Initial sales   Up to 2.00%;  1.00%         None
charge          reduced or
                waived for
                large pur-
                chases and
                certain
                investors.
                No charge
                for pur-
                chases of
                $500,000 or
                more
--------------------------------------------------------

Deferred sales  1% on pur-    1% if you     None
charge          chases of     redeem
                $500,000 or   within 1
                more if you   year of pur-
                redeem        chase
                within 1
                year of pur-
                chase
--------------------------------------------------------

Annual          0.15% of      0.35% of      None
distribution    average       average
and service     daily net     daily net
fees            assets        assets
--------------------------------------------------------

Exchange        Class A       Class L       Class Y
Privilege*      shares of     shares of     shares of
                most Smith    most Smith    most Smith
                Barney funds  Barney funds  Barney funds
--------------------------------------------------------

* Ask your Salomon Smith Barney Financial Consultant or dealer representative or visit the web site for the Smith Barney funds available for exchange.

Smith Barney Mutual Funds 9

Sales charges

Class A shares
You buy Class A shares at the offering price, which is the net asset value plus a sales charge. You do not pay a sales charge on investments of $500,000 or more, or on the fund's distributions or dividends you reinvest in additional Class A shares.

                    Sales Charge as a % of
                    Offering  Net amount
Amount of purchase  price (%) invested (%)

Less than $500,000    2.00        2.04
$500,000 or more       -0-         -0-

Investments of $500,000 or more You do not pay an initial sales charge when you buy $500,000 or more of Class A shares. However, if you redeem these Class A shares within one year of purchase, you will pay a deferred sales charge of 1%.

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

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

.by you, or

.by members of your immediate family,

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

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

10 Intermediate Maturity California Municipals Fund

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

.Employees of members of the NASD
.Clients of newly employed Salomon Smith Barney Financial Consultants if cer- tain conditions are met
.Investors who redeemed Class A shares of a Smith Barney fund in the past 60 days, if the investor's Salomon Smith Barney Financial Consultant or dealer representative is notified

If you want to learn more about the requirements for reductions or waivers of Class A initial sales charges, contact your Salomon Smith Barney Financial Con- sultant or dealer representative or consult the Statement of Additional Infor- mation: ("SAI")

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

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

Smith Barney Mutual Funds 11

More about deferred sales charges

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

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

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

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

Salomon Smith Barney receives deferred sales charges as partial compensation for its expenses in selling shares, including the payment of compensation to your Salomon Smith Barney Financial Consultant or dealer representative.

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

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

If you want to learn more about additional waivers of deferred sales charges, contact your Salomon Smith Barney Financial Consultant or dealer representative or consult the SAI.

 Buying shares

     Through a
 Salomon Smith   You should contact Salomon Smith Barney or your dealer repre-
        Barney   sentative to open a brokerage account and make arrangements
     Financial   to buy shares.
 Consultant or
        dealer
representative   If you do not provide the following information, your order
                 will be rejected:

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

                 You should pay for your shares through your brokerage account
                 no later than the third business day after you place your
                 order. Salomon Smith Barney or your dealer representative may
                 charge an annual account maintenance fee.
--------------------------------------------------------------------------------
    Through the  Certain other investors who are clients of the selling group
fund's transfer  are eligible to buy shares directly from the fund.
          agent
                 .Write the transfer agent at the following address:
                      Smith Barney Investment Trust
                      Intermediate Maturity California Municipals Fund
                      (Specify class of shares)
                      c/o First Data Investor Services Group, Inc.
                      P.O. Box 5128
                      Westborough, Massachusetts 01581-5128
                 .Enclose a check to pay for the shares. For initial pur-
                   chases, complete and send an account application.
                 .For more information, call the transfer agent at 1-800-451-
                   2010
--------------------------------------------------------------------------------
                 You may authorize Salomon Smith Barney, your dealer represen-
     Through a   tative or the transfer agent to transfer funds automatically
    systematic   from a regular bank account, cash held in a Salomon Smith
    investment   Barney brokerage account or Smith Barney money market fund to
     plan        buy shares on a regular basis.

                 .Amounts transferred should be at least: $25 monthly or $50
                   quarterly
                 .If you do not have sufficient funds in your account on a
                   transfer date, Salomon Smith Barney, your dealer represen-
                   tative or the transfer agent may charge you a fee

                 For more information, contact Salomon Smith Barney
                     Financial Consultant, your
                 dealer representative or the transfer agent or consult the
                 SAI.

                                                Smith Barney Mutual Funds     13

Exchanging shares

  Smith Barney
      offers a   You should contact Salomon Smith Barney or your dealer repre-
   distinctive   sentative to exchange into other Smith Barney mutual funds.
     family of   Be sure to read the prospectus of the Smith Barney mutual
  mutual funds   fund you are exchanging into. An exchange is a taxable trans-
   tailored to   action.
 help meet the
 varying needs
 of both large
     and small
     investors

                 .You may exchange shares only for shares of the same class of
                   another Smith Barney fund. Not all Smith Barney funds offer
                   all classes.

                 .Not all Smith Barney funds may be offered in your state of
                   residence. Contact Salomon Smith Barney, your dealer repre-
                   sentative or the transfer agent.
                 .You must meet the minimum investment amount for each fund.

                 .If you hold share certificates, the transfer agent must
                   receive the certificates endorsed for transfer or with
                   signed stock powers (documents transferring ownership of
                   certificates) before the exchange is effective.
                 .The fund may suspend or terminate your exchange privilege if
                   you engage in an excessive pattern of exchanges.
--------------------------------------------------------------------------------

     Waiver of   Your shares will not be subject to an initial sales charge at
    additional   the time of the exchange.
 sales charges

                 Your deferred sales charge (if any) will continue to be mea-
                 sured from the date of your original purchase.

  By telephone
                 If you do not have a brokerage account, you may be eligible
                 to exchange shares through the transfer agent. You must com-
                 plete an authorization form to authorize telephone transfers.
                 If eligible, you may make telephone exchanges on any day the
                 New York Stock Exchange is open. Call the transfer agent at
                 1-800-451-2010 between 9:00 a.m. and 5:00 p.m. (Eastern
                 time). Requests received after the close of regular trading
                 on the Exchange are priced at the net asset value next deter-
                 mined.

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

       By mail   If you do not have a Salomon Smith Barney brokerage account,
                 contact your dealer representative or write to the transfer
                 agent at the address on the opposite page.

     Generally   Contact your Salomon Smith Barney Financial Consultant or
                 dealer representative to redeem shares of the fund.

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

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

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

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

       By mail   For accounts held directly at the fund, send written requests
                 to the transfer agent at the following address:
                   Smith Barney Investment Trust
                   Intermediate Maturity California Municipals Fund
                   (Specify class of shares)
                   c/o First Data Investor Services Group, Inc.
                   P.O. Box 5128
                   Westborough, Massachusetts 01581-5128

                 Your written request must provide the following:

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

  By telephone
                 If you do not have a brokerage account, you may be eligible
                 to redeem shares in amounts up to $10,000 per day through the
                 transfer agent. You must complete an authorization form to
                 authorize telephone redemptions. If eligible, you may request
                 redemptions by telephone on any day the New York Stock
                 Exchange is open. Call the transfer agent at 1-800-451-2010
                 between 9:00 a.m. and 5:00 p.m. (Eastern time). Requests
                 received after the close of regular trading on the Exchange
                 are priced at the net asset value next determined.

                 Your redemption proceeds can be sent by check to your address
                 of record or by wire transfer to a bank account designated on
                 your authorization form. You may be charged a fee for wire
                 transfers. You must submit a new authorization form to change
                 the bank account designated to receive wire transfers and you
                 may be asked to provide certain other documents.
--------------------------------------------------------------------------------

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

                 The following conditions apply:

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

                 For more information, contact your Salomon Smith Barney
                 Financial Consultant or dealer representative or consult the
                 SAI.

                                                   Smith Barney Mutual Funds 17

Other things to know about share transactions

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

.
Name of the fund
.Account number
.Class of shares being bought, exchanged or redeemed .Dollar amount or number of shares being bought, exchanged or redeemed

.Signature of each owner exactly as the account is registered

The transfer agent will try to confirm that any telephone exchange or redemp- tion request is genuine by recording calls, asking the caller to provide a per- sonal identification number for the account, sending you a written confirmation or requiring other confirmation procedures from time to time.

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

.Are redeeming over $10,000 of shares
.Are sending signed share certificates or stock powers to the transfer agent .Instruct the transfer agent to mail the check to an address different from the one on your account
.Change your account registration
.Want the check paid to someone other than the account owner(s) .Are transferring the redemption proceeds to an account with a different regis- tration

You can obtain a signature guarantee from most banks, dealers, brokers, credit unions and federal savings and loans institutions, but not from a notary pub- lic.

The fund has the right to:

.Suspend the offering of shares
.Waive or change minimum and additional investment amounts .Reject any purchase or exchange order
.Change, revoke or suspend the exchange privilege .Suspend telephone transactions

18 Intermediate Maturity California Municipals Fund

.Suspend or postpone redemptions of shares on any day when trading on the New York Stock Exchange is restricted, or as otherwise permitted by the Securi- ties and Exchange Commission

.Pay redemption proceeds by giving you securities. You may pay transaction costs to dispose of the securities

Small account balances If your account falls below $500 because of a redemption of fund shares, the fund may ask you to bring your account up to $500. If your account is still below $500 after 60 days, the fund may close your account and send you the redemption proceeds.

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

Share certificates The fund does not issue share certificates unless a written request is made to the transfer agent. If you hold share certificates it will take longer to exchange or redeem shares.

Smith Barney Mutual Funds 19

Dividends, distributions and taxes

Dividends The fund pays dividends each month from its net investment income. The fund generally makes capital gain distributions, if any, once a year, typi- cally in December. The fund may pay additional distributions and dividends at other times if necessary for the fund to avoid a federal tax. Capital gain dis- tributions and dividends are reinvested in additional fund shares of the same class you hold. The fund expects distributions to be primarily from income. You do not pay a sales charge on reinvested distributions or dividends. Alterna- tively, you can instruct your Salomon Smith Barney Financial Consultant, dealer representative or the transfer agent to have your distributions and/or divi- dends paid in cash. You can change your choice at any time to be effective as of the next distribution or dividend, except that any change given to the transfer agent less than five days before the payment date will not be effec- tive until the next distribution or dividend is paid.

Taxes The following table describes the tax consequences of certain fund trans- actions.

                                                           California tax
 Transaction                          Federal tax status   status

Redemption or exchange of shares      Usually capital gain Usually capital gain
                                      or loss; long-term   or loss
                                      only if shares owned
                                      more than one year
Long-term capital gain distributions  Taxable gain         Taxable gain

Short-term capital gain               Ordinary income      Ordinary income
distributions
Dividends                             Exempt if from       Exempt if from
                                      interest on tax-     interest on
                                      exempt securities,   California municipal
                                      otherwise ordinary   securities,
                                      income               otherwise ordinary
                                                           income

Any taxable dividends and capital gain distributions are taxable whether received in cash or reinvested in fund shares. Long-term capital gain distribu- tions are taxable to you as long-term capital gain regardless of how long you have owned your shares. You may want to avoid buying shares when the fund is about to declare a capital gain distribution or a taxable dividend, because it will be taxable to you even though it may actually be a return of a portion of your investment. After the end of each year, the fund will provide you with information about the distributions and dividends you received and any redemp- tions of shares during the previous year. If you do not provide the fund with your correct taxpayer identification number and any required certifications, you may be subject to back-up withholding of 31% of your distributions, taxable dividends, and redemption proceeds. Because each shareholder's circumstances are different and special tax rules may apply, you should consult your tax adviser about your investment in the fund.

20 Intermediate Maturity California Municipals Fund

Share price

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

Generally, the fund's investments are valued by an independent pricing service. If market quotations or a valuation from the pricing service is not readily available for a security or if a security's value has been materially affected by events occurring after the close of the Exchange or market on which the security is principally traded, that security may be valued by another method that the fund's board believes accurately reflects fair value. A fund that uses fair value to price securities may value those securities higher or lower than another fund using market quotations to price the same securities. A security's valuation may differ depending on the method used for determining value.

In order to buy, redeem or exchange shares at that day's price, you must place your order with your Salomon Smith Barney Financial Consultant or dealer repre- sentative before the New York Stock Exchange closes. If the Exchange closes early, you must place your order prior to the actual closing time. Otherwise, you will receive the next business day's price.

Salomon Smith Barney or members of the selling group must transmit all orders to buy, exchange or redeem shares to the fund's agent before the agent's close of business.

Smith Barney Mutual Funds 21

Financial highlights

The financial highlights tables are intended to help you understand the perfor- mance of each class for the past 5 years (or since inception if less than 5 years). Certain information reflects financial results for a single share. Total return represents the rate that a shareholder would have earned (or lost) on an investment in a class assuming reinvestment of all dividends and distri- butions. The information in the following tables was audited by KPMG LLP, independent accountants, whose report, along with the fund's financial statements, are included in the annual report (available upon request). The information for the fiscal year ended November 30, 1994 has been audited by other auditors.

For a Class A share of beneficial interest outstanding throughout each year ended November 30:

                                     1998    1997    1996    1995         1994
-------------------------------------------------------------------------------
 Net asset value, beginning of
 year                               $8.66   $8.55   $8.53   $7.80        $8.50
-------------------------------------------------------------------------------
 Income (loss) from operations:
 Net investment income(/1/)          0.39    0.40    0.40    0.40         0.39
 Net realized and unrealized
 gain (loss)                         0.19    0.11    0.02    0.73        (0.69)
-------------------------------------------------------------------------------
 Total income (loss) from
 operations                          0.58    0.51    0.42    1.13        (0.30)
-------------------------------------------------------------------------------
 Less distributions from:
 Net investment income             (0.39)  (0.40)  (0.40)  (0.40)       (0.39)
 Net realized gains                    --      --      --      --       (0.01)
-------------------------------------------------------------------------------
 Total distributions               (0.39)  (0.40)  (0.40)  (0.40)       (0.40)
-------------------------------------------------------------------------------
 Net asset value, end of year       $8.85   $8.66   $8.55   $8.53        $7.80
-------------------------------------------------------------------------------
 Total return                       6.78%   6.13%   5.05%  14.84% (3.65)%
-------------------------------------------------------------------------------
 Net assets, end of year (000)'s  $28,303 $25,630 $24,537 $26,211      $25,359
-------------------------------------------------------------------------------
 Ratios to average net assets:
 Expenses(/1/)                      0.75%   0.75%   0.77%   0.75%   0.75%
 Net investment income               4.45    4.65    4.69    4.89    4.73
-------------------------------------------------------------------------------
 Portfolio turnover rate               8%      9%     15%      8%          39%
-------------------------------------------------------------------------------

(/1/) The investment adviser and administrator waived all or part of their fees for each of the five years ended November 30, 1998. In addition, the investment adviser reimbursed the Fund for $75,189 in expenses for the year ended November 30, 1996. If such fees were not waived and expenses were not reimbursed, the per share effect on net investment income and the expense ratios would have been as follows:

         Per Share Decreases to        Expense Ratios Without Fee
         Net Investment Income         Waivers and Reimbursements

          1998  1997  1996  1995  1994  1998  1997  1996  1995  1994
--------------------------------------------------------------------

Class A  $0.02 $0.03 $0.07 $0.03 $0.04 1.00% 1.12% 1.54% 1.16% 1.24%
--------------------------------------------------------------------

                                       1998   1997   1996   1995 1994(/2/)
--------------------------------------------------------------------------
 Net asset value, beginning of year   $8.65  $8.54  $8.52  $7.80     $7.76
--------------------------------------------------------------------------
 Income from operations:
 Net investment income(/3/)            0.37   0.38   0.38   0.38      0.01
 Net realized and unrealized gain      0.19   0.11   0.02   0.72 0.05(/4/)
--------------------------------------------------------------------------
 Total income from operations          0.56   0.49   0.40   1.10      0.06
--------------------------------------------------------------------------
 Less distributions from:
 Net investment income               (0.37) (0.38) (0.38) (0.38)    (0.02)
--------------------------------------------------------------------------
 Total distributions                 (0.37) (0.38) (0.38) (0.38)    (0.02)
--------------------------------------------------------------------------
 Net asset value, end of year         $8.84  $8.65  $8.54  $8.52     $7.80
--------------------------------------------------------------------------
 Total return                         6.57%  5.92%  4.84% 14.36%   0.72%++
--------------------------------------------------------------------------
 Net assets, end of year (000)'s     $5,260 $3,419 $2,607 $2,254       $45
--------------------------------------------------------------------------
 Ratios to average net assets:
 Expenses(/3/)                        0.97%  0.96%  0.98%  0.98%    0.95%+
 Net investment income                 4.22   4.44   4.48   4.54     4.53+
--------------------------------------------------------------------------
 Portfolio turnover rate                 8%     9%    15%     8%       39%
--------------------------------------------------------------------------

(/1/On)June 12, 1998, class C shares were renamed Class L shares.

(/2/For)the period from November 8, 1994 (inception date) to November 30, 1994.

(/3/The)investment adviser and administrator waived all or part of their fees for each of the four years ended November 30, 1998 and the period ended November 30, 1994. In addition, the investment adviser reimbursed the Fund for $75,189 in expenses for the year ended November 30, 1996. If such fees were not waived and expenses were not reimbursed, the per share effect on net investment income and the expense ratios would have been as follows:

            Per Share Decreases to       Expense Ratios Without Fee
             Net Investment Income       Waivers and Reimbursements
          1998  1997  1996  1995  1994   1998  1997  1996  1995  1994
----------------------------------------------------------------------
Class L  $0.02 $0.03 $0.07 $0.03 $0.00* 1.21% 1.33% 1.75% 1.39% 1.44%+
----------------------------------------------------------------------

(4)The amount in this caption for each share outstanding throughout the period may not accord with the change in aggregate gains and losses in the portfo- lio securities for the period because of the timing of purchases and with- drawals of shares in relation to the fluctuating market values of the portfolio.

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

+ Annualized.

Class Y Shares                             1998        1997       1996       1995(1)
====================================================================================
Net Asset Value, Beginning of Year        $8.66       $8.56       $8.54       $8.39
------------------------------------------------------------------------------------
Income From Operations:
  Net investment income (2)                0.41        0.41        0.41        0.09
  Net realized and unrealized gain         0.19        0.11        0.02        0.15
------------------------------------------------------------------------------------
Total Income From Operations               0.60        0.52        0.43        0.24
------------------------------------------------------------------------------------
Less Distributions From:
  Net investment income                   (0.40)      (0.42)      (0.41)      (0.09)
------------------------------------------------------------------------------------
Total Distributions                       (0.40)      (0.42)      (0.41)      (0.09)
------------------------------------------------------------------------------------
Net Asset Value, End of Year              $8.86       $8.66       $8.56       $8.54
------------------------------------------------------------------------------------
Total Return                               7.09%       6.20%       5.22%       2.92%++
------------------------------------------------------------------------------------
Net Assets, End of Year (000s)             $312        $292        $274        $261
------------------------------------------------------------------------------------
Ratios to Average Net Assets:
  Expenses (2)                             0.57%       0.56%       0.59%       0.58%+
  Net investment income                    4.62        4.84        4.87        4.74+
------------------------------------------------------------------------------------
Portfolio Turnover Rate                       8%          9%         15%          8%
====================================================================================

(1) For the period from September 8, 1995 (inception date) to November 30, 1995.
(2) The investment adviser and administrator waived all or part of their fees for each of the three years ended November 30, 1998 and the period ended November 30, 1995. In addition, the investment adviser reimbursed the Fund for $75,189 in expenses for the year ended November 30, 1996. If such fees were not waived and expenses were not reimbursed, the per share effect on net investment income and the expense ratios would have been as follows:

                                                            Expense Ratios
                      Per Share Decrease to               Without Fee Waivers
                      Net Investment Income               and Reimbursements
                  -----------------------------      -----------------------------
                  1998     1997    1996    1995      1998    1997     1996    1995
                  ----     ----    ----    ----      ----    ----     ----    ----
Class Y      $0.02    $0.03   $0.07   $0.03     0.82%   0.94%    1.36%  0.99%+

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

(This page is intentionally left blank.)

Intermediate Maturity California Municipals Fund

An investment portfolio of Smith Barney Investment Trust

Shareholder reports Annual and semiannual reports to shareholders provide addi- tional information about the fund's investments. These reports discuss the mar- ket conditions and investment strategies that affected the fund's performance.

The fund sends only one report to a household if more than one account has the same address. Contact your Salomon Smith Barney Financial Consultant, dealer representative or the transfer agent if you do not want this policy to apply to you.

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

You can make inquiries about the fund or obtain shareholder reports or the statement of additional information (without charge) by contacting your Salomon Smith Barney Financial Consultant or dealer representative, by calling the fund at 1-800-451-2010, or by writing to the fund at Smith Barney Mutual Funds, 388 Greenwich Street, MF2, New York, New York 10013.

Visit Our Web Site. Our web site is located at www.smithbarney.com

You can also review the fund's shareholder reports, prospectus and statement of additional information at the Securities and Exchange Commission's Public Ref- erence Room in Washington, D.C. You can get copies of these materials for a fee by writing to the Public Reference Section of The Commission, Washington, D.C. 20549-6009. Information about the public reference room may be obtained by calling 1-800-SEC-0330. You can get the same reports and information free from the Commission's Internet web site--www.sec.gov

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

Salomon Smith Barney is a service mark of Salomon Smith Barney Inc.

(Investment Company Act
file no. 811-06444)

FD0248 3/99

[LOGO] Smith Barney Mutual Funds
Investing for your future.
Everyday.

PROSPECTUS

Intermediate Maturity
New York Municipals Fund

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

Fund goal and strategies .......................  2

Risks, performance and expenses ................  3

More on the fund's investments .................  6

Management .....................................  6

Choosing a class of shares to buy ..............  8

Comparing the fund's classes ...................  9

Sales charges .................................. 10

More about deferred sales charges .............. 12

Buying shares .................................. 13

Exchanging shares .............................. 14

Redeeming shares ............................... 16

Other things to know
about share transactions ....................... 18

Dividends, distributions and taxes ............. 20

Share price .................................... 21

Financial highlights ........................... 22

You should know: An investment in the fund is not a bank deposit and is not insured or guaranteed by the FDIC or any other government agency.

Smith Barney Mutual Funds 1

Investment objective

The fund seeks to provide New York investors with as high a level of current income exempt from federal income taxes and New York state and New York City personal income taxes as is consistent with the preservation of principal.

Key investments

The fund invests primarily in investment grade municipal securities. These include securities issued by the State of New York and certain other municipal issuers, political subdivisions, agencies and public authorities that pay interest which is exempt from federal income and New York state and New York City personal income taxes. The fund maintains an average portfolio maturity of between three and ten years. The fund can invest up to 20% of its assets in unrated securities that the manager determines are investment grade.

Selection process

The manager selects securities primarily by identifying undervalued sectors and individual securities, while also selecting securities it believes will benefit from changes in market conditions. In selecting individual securities, the manager:

o Uses fundamental credit analysis to estimate the relative value and attractiveness of various securities and sectors and to exploit opportunities in the municipal bond market
o May trade between general obligation and revenue bonds and among various revenue bond sectors, such as housing, hospital and industrial development, based on their apparent relative values
o Considers the yields available for securities with different maturities and a security's maturity in light of the outlook for the issuer, its sector and interest rates
o Identifies individual securities with the most potential for added value, such as those involving unusual situations, new issuers, the potential for credit upgrades, unique structural characteristics or innovative features

2 Intermediate Maturity New York Municipals Fund

Principal risks of investing in the fund

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

o Interest rates rise, causing the value of the fund's portfolio to decline
o The issuer of a security owned by the fund defaults on its obligation to pay principal and/or interest or the security's credit rating is downgraded
o New York municipal securities fall out of favor with investors. The fund may suffer more than a national fund from adverse events affecting New York municipal issuers
o Unfavorable legislation affects the tax-exempt status of municipal bonds
o The manager's judgment about the attractiveness, value or income potential of a particular security proves to be incorrect

It is possible that some of the fund's income distributions may be, and distributions of the fund's gains generally will be, subject to federal, New York state and New York City taxation. The fund may realize tax able capital gains on the sale of its securities or on transactions in derivative contracts. Some of the fund's income may be subject to the federal alternative minimum tax. In addition, distributions of the fund's income and gains will be taxable to investors in states other than New York.

The fund is classified as "non-diversified," which means it may invest a larger percentage of its assets in one issuer than a diversified fund. To the extent the fund concentrates its assets in fewer issuers, the fund will be more susceptible to negative events affecting those issuers.

Who may want to invest

The fund may be an appropriate investment if you are a New York taxpayer:

o In a high federal tax bracket seeking income exempt from New York and federal taxation
o Currently have exposure to other asset classes and are seeking to broaden your investment portfolio
o Are willing to accept the risks of municipal securities, including the risks of concentrating in a single state

Smith Barney Mutual Funds 3

Total return

This bar chart indicates the risks of investing in the fund by showing changes in the fund's performance from year to year. Past performance does not necessarily indicate how the fund will perform in the future.

92         9.29%
93        10.56%
94        -3.92%
95        12.93%
96         3.75%
97         8.33%
98         5.63%

Calendar years ended December 31

This bar chart shows the performance of the fund's Class A shares for each of the past seven years. Class L and Y shares would have different performance because of their different expenses. The performance information in the chart does not reflect sales charges, which would reduce your return.

Quarterly returns:

Highest: 4.63% in 1st quarter 1995; Lowest: -4.82% in 1st quarter 1994.

Comparative performance

This table indicates the risks of investing in the fund by comparing the average annual total return of each class for the periods shown to that of the Lehman Brothers Municipal Bond Index (the "Lehman Index"), an unmanaged broad-based index of municipal bonds and the Lipper New York In ter mediate Maturity Municipal Fund Average (the "Lipper Funds Average"), an average composed of the fund's peer group of mutual funds. This table assumes imposition of the maximum sales charge applicable to the class, redemption of shares at the end of the period, and reinvestment of distributions and dividends.

 Class         Inception Date   1 year    5 years   10 years  Since Inception
--------------------------------------------------------------------------------
   A              12/31/91       3.48%     4.76%       n/a         6.28%
--------------------------------------------------------------------------------
   L              12/5/94        3.45%      n/a        n/a         7.20%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lehman Index       *           6.48%     6.22%       n/a         7.44%
--------------------------------------------------------------------------------
Lipper Funds
Average            *           5.63%     4.86%       n/a         6.20
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                Shareholder fees
--------------------------------------------------------------------------------
(paid directly from your investment)        Class A   Class L    Class Y+
--------------------------------------------------------------------------------
Maximum sales charge on purchases            2.00%     1.00%      None
(as a % of offering price)
--------------------------------------------------------------------------------
Maximum deferred sales charge on
redemptions(as a % of the lower of net
asset value at purchase or redemption)       None*     1.00%      None
--------------------------------------------------------------------------------

Management fees**                            0.50%     0.50%      0.50%
--------------------------------------------------------------------------------
Distribution and service (12b-1) fee         0.15%      035%      None
--------------------------------------------------------------------------------
Other expenses                               0.24%     0.24%      0.24%
--------------------------------------------------------------------------------
Total annual fund operating expenses        0.89%     1.09%      0.74%
--------------------------------------------------------------------------------

* You may buy Class A shares in amounts of $500,000 or more at net asset value (without an initial sales charge) but if you redeem those shares within 12 months of their purchase, you will pay a deferred sales charge of 1.00%. ** Management fee rates shown above include a management fee of 0.30% and an administration fee of 0.20% and have not been reduced to reflect waivers currently in effect. The combined actual management fee and administration fee rate for the last fiscal year was 0.30% of each class' average daily net assets, and the fund's total annual operating expenses were 0.70% for Class A and 0.89% for Class L.
+ For Class Y Shares, "Other expenses" have been estimated based on expenses incurred by Class A Shares because prior to November 30, 1998 no Class Y shares were sold.

Example

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

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

                                        1 year    3 years    5 years   10 years
--------------------------------------------------------------------------------
Class A (with or without redemption)     $289       $478       $683     $1,274
--------------------------------------------------------------------------------
Class L (redemption at end of period)    $310       $443       $695     $1,415
--------------------------------------------------------------------------------
Class L (no redemption)                  $210       $443       $695     $1,415
--------------------------------------------------------------------------------
Class Y (with or without redemption)     $ 76       $237       $411     $  918

Smith Barney Mutual Funds 5

New York municipal securities New York municipal securities include debt obligations issued by certain non-New York governmental issuers such as Puerto Rico, the Virgin Islands and Guam. The interest on New York municipal securities is exempt from federal income tax and New York state and New York City personal income tax. As a result, the interest rate on these bonds normally is lower than it would be if the bonds were subject to taxation.

The New York municipal securities in which the fund invests include general obligation bonds, revenue bonds and notes, and municipal leases. These securities may pay interest at fixed, variable or floating rates. The fund may also hold zero coupon securities which pay no interest during the life of the obligation but trade at prices below their stated maturity value.

The fund normally invests in intermediate-term municipal securities, which are securities that have remaining maturities at the time of purchase of three to ten years. The fund normally maintains an average portfolio maturity of between three and ten years.

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

6 Intermediate Maturity New York Municipals Fund

Manager The fund's investment adviser and administrator (the manager) is SSBC Fund Management Inc., an affiliate of Salomon Smith Barney Inc. The manager's address is 388 Greenwich Street, New York, New York 10013. The manager selects the fund's investments and oversees its operations. The manager and Salomon Smith Barney are subsidiaries of Citigroup Inc. Citigroup businesses produce a broad range of financial services -- asset management, banking and consumer finance, credit and charge cards, insurance, investments, investment banking and trading -- and use diverse channels to make them available to consumer and corporate customers around the world.

Joseph P. Deane, investment officer of the manager and a managing director of Salomon Smith Barney, has been responsible for the day-to- day management of the fund's portfolio since February 2, 1999. Mr. Deane has 29 years of securities business experience.

Management fees For its services, the manager received a management fee and administrative fee during the fund's last fiscal year equal to 0.18% and 0.12%, respectively, of the fund's average daily net assets.

Distributor The fund has entered into an agreement with CFBDS, Inc. to distribute the fund's shares. A selling group consisting of Salomon Smith Barney and other broker dealers sells fund shares to the public.

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

Year 2000 issue Information technology experts are concerned about computer systems' ability to process date-related information on and after January 1, 2000. This situation, commonly known as the "Year 2000" issue, could have an adverse impact on the fund.The cost of addressing the year 2000 issue, if substantial, could adversely affect companies and governments that issue securities held by the fund. The manager and Salomon Smith Barney are addressing the Year 2000 issue for their systems. The fund has been informed by other service providers that they are taking similar measures. Although the fund does not expect the Year 2000 issue to adversely affect it, the fund cannot guarantee the efforts of the fund, which are limited to requesting and receiving reports from its service pro viders, or the efforts of its service providers to correct the problem will be successful.

Smith Barney Mutual Funds 7

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

o If you establish a program of regular investment, you may wish to consider Class A shares; as the investment accumulates, you may qualify for reduced sales charges and the shares are subject to lower ongoing expenses.
o Class L shares are sold with a lower initial sales charge than Class A shares, which may also help to offset the higher annual expenses of this class. Because the fund's future return cannot be predicted, however, there can be no assurance that this would be the case for either class.

You may buy shares from:

o A Salomon Smith Barney Financial Consultant
o An investment dealer in the selling group or a broker that clears through Salomon Smith Barney -- a dealer representative
o The fund, but only if you are investing through certain qualified plans or certain dealer representatives

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

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

8 Intermediate Maturity New York Municipals Fund

Your Salomon Smith Barney Financial Consultant or dealer representative can help you decide which class meets your goals. They may receive different compensation depending upon which class you choose.

                      Class A               Class L              Class Y
--------------------------------------------------------------------------------
Key features    o Initial sales       o Initial sales      o No initial or
                  charge                charge is lower      deferred sales
                                        than Class A         charge
                o You may qualify
                  for reduction or    o Deferred sales     o Minimum investment
                  waiver of initial     charge for 1 year    of at least $15
                  sales charge                               million
                                      o Higher annual
                o Lower annual          expenses than      o Lower annual
                  expenses than         Class A              expenses than the
                  Class L                                    other classes
--------------------------------------------------------------------------------
Initial sales   Up to 2.00%; reduced  1.00%                None
charge          or waived for large
                purchases and
                certain investors.
                No charge for
                purchases of
                $500,000 or more
--------------------------------------------------------------------------------
Deferred        1% on purchases of    1% if you redeem     None
sales charge    $500,000 or more if   within 1 year of
                you redeem within 1   purchase
                year of purchase
--------------------------------------------------------------------------------
Annual          0.15% of average      0.35% of average     None
distribution    daily net assets      daily net assets
and service
fees
--------------------------------------------------------------------------------
Exchange        Class A shares of     Class L shares of    Class Y shares of
privilege*      most Smith Barney     most Smith Barney    most Smith Barney
                funds                 funds                funds

Smith Barney Mutual Funds 9

Class A shares

You buy Class A shares at the offering price, which is the net asset value plus a sales charge. You do not pay a sales charge on investments of $500,000 or more, or on the fund's distributions or dividends you reinvest in additional Class A shares.

--------------------------------------------------------------------------------
                                                        Sales Charge as a % of:
                                                        Offering    Net amount
Amount of purchase                                      price (%)   invested (%)
--------------------------------------------------------------------------------
Less than $500,000                                        2.00         2.04
--------------------------------------------------------------------------------
$500,000 or more                                           -0-         -0-
--------------------------------------------------------------------------------

Investments of $500,000 or more You do not pay an initial sales charge when you buy $500,000 or more of Class A shares. However, if you redeem these Class A shares within one year of purchase, you will pay a deferred sales charge of 1%.

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

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

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

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

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

10 Intermediate Maturity New York Municipals Fund

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

o Employees of members of the NASD
o Clients of newly employed Salomon Smith Barney Financial Consultants, if certain conditions are met
o Investors who redeemed Class A shares of a Smith Barney fund in the past 60 days, if the investor's Salomon Smith Barney Financial Consultant or dealer representative is notified

If you want to learn more about the requirements for reductions or waivers of Class A initial sales charges, contact your Salomon Smith Barney Financial Consultant or dealer representative or consult the Statement of Additional Information ("SAI").

Class L shares

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

Class Y shares

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

Smith Barney Mutual Funds 11

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

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

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

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

Salomon Smith Barney receives deferred sales charges as partial com pen sa tion for its expenses in selling shares, including the payment of com pen sa tion to your Salomon Smith Barney Financial Consultant or dealer representative.

Deferred sales charge waivers

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

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

If you want to learn more about additional waivers of deferred sales charges, contact your Salomon Smith Barney Financial Consultant or dealer representative or consult the SAI.

--------------------------------------------------------------------------------
Buying shares
--------------------------------------------------------------------------------
       Through a    You should contact your Salomon Smith Barney Financial
   Salomon Smith    Consultant or dealer representative to open a brokerage
Barney Financial    account and make arrangements to buy shares.
   Consultant or
          dealer    If you do not provide the following information, your order
  representative    will be rejected:


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


                    You should pay for your shares through your brokerage
                    account no later than the third business day after you place
                    your order. Salomon Smith Barney or your dealer
                    representative may charge an annual account maintenance fee.
--------------------------------------------------------------------------------
     Through the    Certain other investors who are clients of the selling group
 fund's transfer    are eligible to buy shares directly from the fund.
           agent
                    o Write the transfer agent at the following address: Smith
                      Barney Investment Trust
                      Intermediate Maturity New York Municipals Fund
                      (Specify class of shares)
                      c/o First Data Investor Services Group, Inc.
                      P.O. Box 5128
                      Westborough, Massachusetts 01581-5128
                    o Enclose a check to pay for the shares. For initial
                      purchases, complete and send an account application.
                    o For more information, call the transfer agent at
                      1-800-451-2010.
--------------------------------------------------------------------------------

       Through a    You may authorize Salomon Smith Barney, your dealer rep
      systematic    resentative or the transfer agent to transfer funds auto
 investment plan    matically from a regular bank account, cash held in a
                    Salomon Smith Barney brokerage account or Smith Barney money
                    market fund to buy shares on a regular basis.

                    o Amounts transferred should be at least: $25 monthly or $50
                      quarterly.
                    o If you do not have sufficient funds in your account on a
                      transfer date, Salomon Smith Barney, your dealer
                      representative or the transfer agent may charge you a fee.


                    For more information, contact your Salomon Smith Barney
                    Financial Consultant, dealer representative or the transfer
                    agent or consult the SAI.


                                                    Smith Barney Mutual Funds 13

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

Smith Barney offers a distinctive family of mutual funds tailored to help meet the varying needs of both large and small investors.

You should contact your Salomon Smith Barney Financial Consultant or dealer representative to exchange in to other Smith Barney mutual funds. Be sure to read the prospectus of the Smith Barney mutual fund you are exchanging into. An exchange is a taxable transaction.

o You may exchange shares only for shares of the same class of another Smith Barney fund. Not all Smith Barney funds offer all classes.

o Not all Smith Barney funds may be offered in your state of residence. Contact your Salomon Smith Barney Financial Consultant, dealer representative or the transfer agent.

o You must meet the minimum investment amount for each fund.

o If you hold share certificates, the transfer agent must receive the certificates endorsed for transfer or with signed stock powers (documents transferring ownership of certificates) before the exchange is effective.

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

Your shares will not be subject to an initial sales charge at the time of the exchange.

Your deferred sales charge (if any) will continue to be measured from the date of your original purchase.

14 Intermediate Maturity New York Municipals Fund

If you do not have a brokerage account, you may be eligible to exchange shares through the transfer agent. You must complete an authorization form to authorize telephone transfers. If eligible, you may make telephone exchanges on any day the New York Stock Exchange is open. Call the transfer agent at 1-800-451-2010 between 9:00 a.m. and 5:00 p.m. (Eastern time). Requests received after the close of regular trading on the Exchange are priced at the net asset value next determined.

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

Smith Barney Mutual Funds 15

Generally

Contact your Salomon Smith Barney Financial Consultant or dealer representative to redeem shares of the fund.

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

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

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

For accounts held directly at the fund, send written requests to the transfer agent at the following address:

Smith Barney Investment Trust
Intermediate Maturity New York Municipals Fund

(Specify class of shares)

c/o First Data Investor Services Group, Inc. P.O. Box 5128
Westborough, Massachusetts 01581-5128

Your written request must provide the following:

16 Intermediate Maturity New York Municipals Fund

If you do not have a brokerage account, you may be eligible to redeem shares in amounts up to $10,000 per day through the transfer agent. You must complete an authorization form to authorize telephone redemptions. If eligible, you may request redemptions by telephone on any day the New York Stock Exchange is open. Call the transfer agent at 1-800-451-2010 between 9:00 a.m. and 5:00 p.m. (Eastern time). Requests received after the close of regular trading on the Exchange are priced at the net asset value next determined.

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

The following conditions apply:

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

Smith Barney Mutual Funds 17

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

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

The transfer agent will try to confirm that any telephone exchange or redemption request is genuine by recording calls, asking the caller to provide a personal identification number for the account, sending you a written confirmation or requiring other confirmation procedures from time to time.

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

o Are redeeming over $10,000 of shares
o Are sending signed share certificates or stock powers to the transfer agent
o Instruct the transfer agent to mail the check to an address different from the one on your account
o Change your account registration
o Want the check paid to someone other than the account owner(s)
o Are transferring the redemption proceeds to an account with a different registration

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

18 Intermediate Maturity New York Municipals Fund

The fund has the right to:

o Suspend the offering of shares
o Waive or change minimum and additional investment amounts
o Reject any purchase or exchange order
o Change, revoke or suspend the exchange privilege
o Suspend telephone transactions
o Suspend or postpone redemptions of shares on any day when trading on the New York Stock Exchange is restricted, or as otherwise permitted by the Securities and Exchange Commission

o Pay redemption proceeds by giving you securities. You may pay transaction costs to dispose of the securities.

Small account balances If your account falls below $500 because of a redemption of fund shares, the fund may ask you to bring your account up to $500. If your account is still below $500 after 60 days, the fund may close your account and send you the redemption proceeds.

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

Share certificates The fund does not issue share certificates unless a written request is made to the transfer agent. If you hold share certificates it will take longer to exchange or redeem shares.

Smith Barney Mutual Funds 19

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

Taxes The following table describes the tax consequences of certain fund transactions.

------------------------------------------------------------------------------------
  Transaction                 Federal tax status              New York tax status
------------------------------------------------------------------------------------
Redemption or               Usually capital gain or loss;   Usually capital gain or
exchange of shares          long-term only if shares        loss
                            owned more than one year
------------------------------------------------------------------------------------
Long-term capital gain      Taxable gain                    Taxable gain
distributions
------------------------------------------------------------------------------------
Short-term capital gain     Ordinary income                 Ordinary income
distributions
------------------------------------------------------------------------------------
Dividends                   Exempt if from interest         Exempt if from interest
                            on tax-exempt securities,       on New York municipal
                            otherwise ordinary income       securities, otherwise
                                                            ordinary income
------------------------------------------------------------------------------------

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

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

20 Intermediate Maturity New York Municipals Fund

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

Generally, the fund's investments are valued by an independent pricing service. If market quotations or a valuation from the pricing service is not readily available for a security or if a security's value has been materially affected by events occurring after the close of the Exchange or market on which the security is principally traded, that security may be valued by another method that the fund's board believes accurately reflects fair value. A fund that uses fair value to price securities may value those securities higher or lower than another fund using market quotations to price the same securities. A security's valuation may differ depending on the method used for determining value.

In order to buy, redeem or exchange shares at that day's price, you must place your order with your Salomon Smith Barney Financial Consultant or dealer representative before the New York Stock Exchange closes. If the Exchange closes early, you must place your order prior to the actual closing time. Otherwise, you will receive the next business day's price.

Salomon Smith Barney or members of the selling group must transmit all orders to buy, exchange or redeem shares to the fund's agent before the agent's close of business.

Smith Barney Mutual Funds 21

The financial highlights tables are intended to help you understand the performance of each class for the past 5 years (or since inception if less than 5 years). Certain information reflects financial results for a single share. Total return represents the rate that a shareholder would have earned (or lost) on an investment in a class assuming reinvestment of all dividends and distributions. The information in the following tables was audited by KPMG LLP, independent accountants, whose report, along with the fund's financial statements, are included in the annual report (available upon request). The information for the fiscal year ended November 30, 1994 has been Audited by other auditors. No information is present for Class Y shares because no shares were outstanding during these fiscal years.

---------------------------------------------------------------------------------------------------------------------
                                                  1998           1997           1996           1995           1994
---------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of year               $8.57          $8.47          $8.48          $7.80          $8.54
---------------------------------------------------------------------------------------------------------------------
Income (loss) from operations:
  Net investment income(1)                        0.40           0.41           0.41           0.41           0.40
  Net realized and unrealized gain (loss)         0.19           0.10          (0.01)          0.68          (0.72)
---------------------------------------------------------------------------------------------------------------------
Total income (loss) from operations               0.59           0.51           0.40           1.09          (0.32)
---------------------------------------------------------------------------------------------------------------------
Less distributions from:
  Net investment income                          (0.40)         (0.41)         (0.41)         (0.41)         (0.40)
  Net realized gains                                --             --             --             --          (0.02)
---------------------------------------------------------------------------------------------------------------------
Total distributions                               0.40          (0.41)         (0.41)         (0.41)         (0.42)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of year                     $8.76          $8.57          $8.47          $8.48          $7.80
---------------------------------------------------------------------------------------------------------------------
Total return(2)                                      7.01%          6.23%          4.85%         14.31%         (3.97)%
---------------------------------------------------------------------------------------------------------------------
Net assets, end of year (000)'s                $54,624        $47,759        $49,355        $52,568        $62,090
---------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
  Expenses(1)                                     0.70%          0.67%          0.66%          0.65%          0.65%
  Net investment income                           4.59           4.83           4.86           5.01           4.77
---------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                             53%            52%            67%            --             68%
---------------------------------------------------------------------------------------------------------------------

(1) The investment adviser has waived all or part of its fees for the five years ended November 30, 1998. If such fees were not waived, the per share effect on net investment income and the expense ratios would have been as follows:

                  Per Share Decrease                           Expense Ratios
               in Net Investment Income                     Without Fee Waivers
           1998   1997   1996   1995   1994          1998   1997   1996   1995   1994
           -----  -----  -----  -----  -----         -----  -----  -----  -----  -----
Class A    $0.02  $0.03  $0.04  $0.03  $0.03         0.89%  0.98%  1.08%  0.97%  0.98%

(2) Total return does not reflect any applicable sales load or deferred sales charge.

-------------------------------------------------------------------------------------------------------
Class L Shares(1)                                   1998          1997          1996          1995(2)
-------------------------------------------------------------------------------------------------------
Net asset value, beginning of year                 $8.57         $8.47         $8.48         $7.87
-------------------------------------------------------------------------------------------------------
Income from operations:
  Net investment income(3)                          0.38          0.39          0.39          0.38
  Net realized and unrealized gain (loss)           0.19          0.10         (0.01)         0.61
-------------------------------------------------------------------------------------------------------
Total income from operations                        0.57          0.49          0.38          0.99
-------------------------------------------------------------------------------------------------------
Less distributions from:
  Net investment income                            (0.38)        (0.39)        (0.39)        (0.38)
-------------------------------------------------------------------------------------------------------
Total distributions                                (0.38)        (0.39)        (0.39)        (0.38)
-------------------------------------------------------------------------------------------------------
Net asset value, end of year                       $8.76         $8.57         $8.47         $8.48
-------------------------------------------------------------------------------------------------------
Total return                                        6.79%         6.00%         4.64%        13.01%++
-------------------------------------------------------------------------------------------------------
Net assets, end of year (000)'s                   $4,247        $2,283        $1,192          $393
-------------------------------------------------------------------------------------------------------
Ratios to average net assets:
  Expenses(3)                                       0.89%         0.89%         0.88%         0.86%+
  Net investment income                             4.38          4.61          4.64          4.74+
-------------------------------------------------------------------------------------------------------
Portfolio turnover rate                               53%           52%           67%           --
-------------------------------------------------------------------------------------------------------

(1) On June 12, 1998, Class C shares were renamed Class L shares.
(2) For the period from December 5, 1994 (inception date) to November 30, 1995.
(3) The investment adviser has waived all or part of its fees for the three years ended November 30, 1998 and for the period ended November 30, 1995. If such fees were not waived, the per share effect on net investment income and the expense ratios would have been as follows:

                  Per Share Decrease                      Expense Ratios
               in Net Investment Income                 Without Fee Waivers
              1998   1997   1996   1995              1998   1997   1996   1995
              -----  -----  -----  -----             -----  -----  -----  -----
Class L       $0.01  $0.03  $0.02  $0.03             1.09%  1.20%  1.30%  1.19%+

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

Smith Barney Mutual Funds 23

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24 Intermediate Maturity New York Municipals Fund

Smith Barney Mutual Funds 25

SALOMON SMITH BARNEY
A member of citigroup [LOGO]

Intermediate Maturity New York Municipals Fund -- an investment portfolio of Smith Barney Investment Trust

Shareholder reports Annual and semi annual reports to shareholders provide additional information about the fund's investments. These reports discuss the market conditions and investment strategies that affected the fund's performance.

The fund sends only one report to a household if more than one ac count has the same address. Contact your Salomon Smith Barney Financial Consultant, dealer representative or the transfer agent if you do not want this policy to apply to you.

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

You can make inquiries about the fund or obtain shareholder reports or the statement of additional information (without charge) by contacting your Salomon Smith Barney Financial Consultant or dealer representative, by calling the fund at1-800-451-2010, or by writing to the fund at Smith Barney Mutual Funds, 388 Greenwich Street, MF2, New York, New York 10013.

Visit our web site. Our web site is located at www.smithbarney.com

You can also review the fund's shareholder reports, prospectus and statement of additional information at the Securities and Exchange Commission's Public Reference Room in Washington, D.C. You can get copies of these materials for a fee by writing to the Public Reference Section of the Commission, Washington, D.C. 20549-6009. Information about the public reference room may be obtained by calling 1-800-SEC-0330. You can get the same reports and information free from the Commission's Internet web site -- http/www.sec.gov

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

Salomon Smith Barney is a service mark of Salomon Smith Barney Inc.

(Investment Company Act
file no. 811-06444)

FD 0247 3/99

[BACKGROUND GRAPHIC]

[LOGO] Smith Barney Mutual Funds
Investing for your future.
Every day./(R)/

PROSPECTUS

Large Capitalization Growth Fund

Class A, B, L and Y Shares

March 30, 1999

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

Fund goal and strategies....................................................   2

Risks, performance and expenses.............................................   3

More on the fund's investments..............................................   6

Management..................................................................   7

Choosing a class of shares to buy...........................................   8

Comparing the fund's classes................................................   9

Sales charges...............................................................  10

More about deferred sales charges...........................................  13

Buying shares...............................................................  13

Exchanging shares...........................................................  14

Redeeming shares............................................................  16

Other things to know
about share transactions....................................................  18

Smith Barney 401(k) and
ExecChoice(TM) programs.....................................................  20

Dividends, distributions and taxes..........................................  21

Share price.................................................................  22

Financial highlights........................................................  23

You should know: An investment in the fund is not a bank deposit and is not insured or guaranteed by the FDIC or any other government agency.

Smith Barney Mutual Funds 1

Fund goal and strategies

Investment objective
The fund seeks long-term growth of capital.

Key investments
The fund invests primarily in equity securities of companies with large market capitalizations. Large capitalization companies are those with total market capitalizations of $5 billion or more at the time of investment. Equity securi- ties include U.S. exchange traded and over-the-counter common stocks, debt securities convertible into equity securities, and warrants and rights relating to equity securities.

Selection process
The manager emphasizes individual security selection while diversifying the fund's investments across industries, which may help to reduce risk. The man- ager attempts to identify established large capitalization companies with the highest growth potential. The manager then analyzes each company in detail, ranking its management, strategy and competitive market position. Finally, the manager attempts to identify the best values available among the growth compa- nies identified.

In selecting individual companies for investment, the manager considers:

.Favorable earnings prospects
.Technological innovation
.Industry dominance
.Competitive products and services
.Global scope

.Long term operating history
.Consistent and sustainable long-term growth in dividends and earnings per share
.Strong cash flow
.High return on equity
.Strong financial condition
.Experienced and effective management

2 Large Capitalization Growth Fund

Risks, performance and expenses

Principal risks of investing in the fund

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

.U.S. stock markets go down, or perform poorly relative to other types of investments
.An adverse company specific event, such as an unfavorable earnings report, negatively affects the stock price of a company in which the fund invests .Large capitalization stocks fall out of favor with investors .The manager's judgment about the attractiveness, growth prospects or potential appreciation of a particular stock proves to be incorrect

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

.Are seeking to participate in the long term growth potential of the U.S. stock market
.Are looking for an investment with potentially greater return but higher risk than fixed income investments
.Are willing to accept the risks of the stock market

Total return
The bar chart below shows changes in the fund's performance from year to year. Past performance does not necessarily indicate how the fund will perform in the future.

Total Return for Class # Shares

[BAR CHART APPEARS HERE]

1997 5.47%
1998 54.72%

This bar chart shows the performance of the fund's Class A shares since incep- tion. Class B, L and Y shares would have different performance because of their different expenses. The performance information in the chart does not reflect sales charges, which would reduce your return.

Smith Barney Mutual Funds 3

Quarterly returns:

Highest: 37.85% in 4th quarter 1998; Lowest: 2.54% in 4th quarter 1997

Comparative performance

This table compares the average annual total return of each class for the peri- ods shown with that of the S&P 500 Composite Index, a broad-based unmanaged market capitalization-weighted measure of 500 widely held common stocks. This table assumes the imposition of the maximum sales charge applicable to the class, the redemption of shares at the end of the period, and the reinvestment of distributions and dividends.

Class             Inception Date 1 year  Since Inception
 A                    8/29/97    46.96%       38.68%
 B                    8/29/97    48.65        40.40
 L                    8/29/97    51.06        41.98
 Y                   10/15/97    55.32        42.69
 S&P 500               *         28.60        28.38
 *Index comparison
 begins on August 31, 1997

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

Shareholder fees

(paid directly from your investment)           Class A Class B Class L Class Y
Maximum sales charge on purchases
(as a % of offering price)                      5.00%    None   1.00%    None
Maximum deferred sales charge on redemptions
(as a % of the lower of net asset value at
purchase or redemption)                         None*   5.00%   1.00%    None

                       Annual fund operating expenses
(paid-by the fund as a % of fund net assets)   Class A Class B Class L Class Y
Management fee                                  0.75%   0.75%  0.75%    0.75%
Distribution and service (12b-1) fee            0.25%   1.00%   1.00%    None
Other expenses                                  0.19%   0.20%   0.21%   0.08%
                                                -----   -----   -----   -----
Total annual fund operating expenses            1.19%   1.95%   1.96%   0.83%

*You may buy Class A shares in amounts of $500,000 or more at net asset value (without an initial sales charge) but if you redeem those shares within 12 months of their purchase, you will pay a deferred sales charge of 1.00%.

4 Large Capitalization Growth Fund

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

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

Number of years you own your shares

                                       1 year 3 years 5 years 10 years
Class A (with or without redemption)    $615   $859   $1,122   $1,871
Class B (redemption at end of period)   $698   $912   $1,152   $2,080
Class B (no redemption)                 $198   $612   $1,052   $2,080
Class L (redemption at end of period)   $397   $709   $1,147   $2,362
Class L (no redemption)                 $297   $709   $1,147   $2,362
Class Y (with or without redemption)    $ 85   $265   $  460   $1,025

Smith Barney Mutual Funds 5

More on the fund's investments

Other investments The fund may invest up to 35% of its assets in equity securi- ties of companies with total market capitalizations below $5 billion (i.e., medium or small capitalization companies). The fund may invest up to 10% of its net assets in the securities of foreign issuers in the form of depositary receipts representing an interest in those securities.

Because the value of a depositary receipt is dependent upon the market price of an underlying foreign security, depositary receipts are subject to most of the risks associated with investing in foreign securities directly. Foreign coun- tries generally have markets that are less liquid and more volatile than mar- kets in the U.S. In some foreign countries, less information is available about foreign issuers and markets because of less rigorous accounting and regulatory standards than in the U.S. Currency fluctuations could erase investment gains or add to investment losses.

Short-term investments While the fund intends to invest substantially all of its assets in equity securities, the fund may maintain up to 35% of its assets in money market instruments and/or cash to pay expenses and meet redemption requests. Generally, the value of these fixed income obligations will go down if interest rates go up, the credit rating of the security is downgraded or the issuer defaults on its obligation to pay principal or interest.

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

6 Large Capitalization Growth Fund

Management

Manager The fund's investment manager is SSBC Fund Management Inc. The manag- er's address is 388 Greenwich Street, New York, New York 10013. The manager selects the fund's investments and oversees its operations. The manager and Salomon Smith Barney are subsidiaries of Citigroup Inc. Citigroup businesses produce a broad range of financial services--asset management, banking and con- sumer finance, credit and charge cards, insurance, investments, investment banking and trading--and use diverse channels to make them available to con- sumer and corporate customers around the world.

Alan Blake, investment officer of the manager and managing director of Salomon Smith Barney, has been responsible for the day-to-day management of the fund's portfolio since its inception. Mr. Blake has more than 20 years of securities business experience.

Management fee For its services, the manager received a fee during the fund's last fiscal year equal on an annual basis to 0.75% of the fund's average daily net assets.

Distributor The fund has entered into an agreement with CFBDS, Inc. to distrib- ute the fund's shares. A selling group consisting of Salomon Smith Barney and other broker-dealers sells fund shares to the public.

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

Year 2000 issue Information technology experts are concerned about computer systems' ability to process date-related information on and after January 1, 2000. This situation, commonly known as the "Year 2000" issue, could have an adverse impact on the fund. The cost of addressing the Year 2000 issue, if sub- stantial, could adversely affect companies and governments that issue securi- ties held by the fund. The manager and Salomon Smith Barney are addressing the Year 2000 issue for their systems. The fund has been informed by other service providers that they are taking similar measures. Although the fund does not expect the Year 2000 issue to adversely affect it, the fund cannot guarantee the efforts of the fund, which are limited to requesting and receiving reports from its service providers, or the efforts of its service providers to correct the problem will be successful.

Smith Barney Mutual Funds 7

Choosing a class of shares to buy

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

.If you plan to invest regularly or in large amounts, buying Class A shares may help you reduce sales charges and ongoing expenses.

.For Class B shares, all of your purchase amount and, for Class L shares, more of your purchase amount (compared to Class A shares) will be immediately invested. This may help offset the higher expenses of Class B and Class L shares, but only if the fund performs well.

.Class L shares have a shorter deferred sales charge period than Class B shares. However, because Class B shares convert to Class A shares, and Class L shares do not, Class B shares may be more attractive to long-term investors.

You may buy shares from:
.A Salomon Smith Barney Financial Consultant .An investment dealer in the selling group or a broker that clears through Sal- omon Smith Barney--a dealer representative .The fund, but only if you are investing through certain qualified plans or certain dealer representatives

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

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

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

                           Class A     Class B     Class L     Class Y
Key features             .Initial    .No initial .Initial    .No initial
                          sales       sales       sales       or
                          charge      charge      charge is   deferred
                          .You may    .Deferred   lower than  sales
                          qualify     sales       Class A     charge
                          for reduc-  charge      .Deferred   .Must
                          tion or     declines    sales       invest at
                          waiver of   over time   charge for  least $15
                          initial     .Converts   only 1      million
                          sales       to Class A  year        .Lower
                          charge      after 8     .Does not   annual
                          .Lower      years       convert to  expenses
                          annual      .Higher     Class A     than the
                          expenses    annual      .Higher     other
                          than Class  expenses    annual      classes
                          B and       than Class  expenses
                          Class L     A           than Class
                                                  A
------------------------------------------------------------------------
Initial sales charge     Up to       None        1.00%       None
                         5.00%;
                         reduced or
                         waived for
                         large pur-
                         chases and
                         certain
                         investors.
                         No charge
                         for pur-
                         chases of
                         $500,000 or
                         more
------------------------------------------------------------------------
Deferred sales charge    1% on pur-  Up to 5%    1% if you   None
                         chases of   charged     redeem
                         $500,000 or when you    within 1
                         more if you redeem      year of
                         redeem      shares. The purchase
                         within 1    charge is
                         year of     reduced
                         purchase    over time
                                     and there
                                     is no
                                     deferred
                                     sales
                                     charge
                                     after 6
                                     years
------------------------------------------------------------------------
Annual distribution and  0.25% of    1% of aver- 1% of aver- None
service fees             average     age daily   age daily
                         daily net   net assets  net assets
                         assets
------------------------------------------------------------------------
Exchange Privilege*      Class A     Class B     Class L     Class Y
                         shares      shares      shares      shares
                         of most     of most     of most     of most
                         Smith       Smith       Smith       Smith
                         Barney      Barney      Barney      Barney
                         funds       funds       funds       funds
------------------------------------------------------------------------

* Ask your Salomon Smith Barney Financial Consultant or dealer representative or visit the web site for the Smith Barney funds available for exchange.

Smith Barney Mutual Funds 9

Sales charges

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

                                 Sales Charge as a % of
                                 Offering  Net amount
Amount of purchase               price (%) invested (%)
Less than $25,000                  5.00        5.26
$25,000 but less than $50,000      4.00        4.17
$50,000 but less than $100,000     3.50        3.63
$100,000 but less than $250,000    3.00        3.09
$250,000 but less than $500,000    2.00        2.04
$500,000 or more                   0.00        0.00

Investments of $500,000 or more You do not pay an initial sales charge when you buy $500,000 or more of Class A shares. However, if you redeem these Class A shares within one year of purchase, you will pay a deferred sales charge of 1%.

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

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

.by you, or

.by members of your immediate family,

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

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

10 Large Capitalization Growth Fund

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

.Employees of members of the NASD
.403(b) or 401(k) retirement plans, if certain conditions are met .Clients of newly employed Salomon Smith Barney Financial Consultants if cer- tain conditions are met
.Investors who redeemed Class A shares of a Smith Barney fund in the past 60 days, if the investor's Salomon Smith Barney Financial Consultant or dealer representative is notified

If you want to learn more about the requirements for reductions or waivers of Class A initial sales charges, contact your Salomon Smith Barney Financial Con- sultant or dealer representative or consult the Statement of Additional Infor- mation ("SAI").

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

Year after purchase    1st 2nd 3rd 4th 5th 6th and over
Deferred sales charge   5%  4%  3%  2%  1%      0%

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

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

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

Smith Barney Mutual Funds 11

Class Y shares
You buy Class Y shares at net asset value with no initial sales charge and no deferred sales charge when you redeem. You must meet the $15,000,000 initial investment requirement. You can also use a letter of intent to meet this requirement by buying Class Y shares over a 6-month period. To qualify, you must initially invest $5,000,000.

12 Large Capitalization Growth Fund

More about deferred sales charges

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

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

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

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

Salomon Smith Barney receives deferred sales charges as partial compensation for its expenses in selling shares, including the payment of compensation to your Salomon Smith Barney Financial Consultant or dealer representative.

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

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

If you want to learn more about additional waivers of deferred sales charges, contact your Salomon Smith Barney Financial Consultant or dealer representative or consult the SAI.

 Buying shares

     Through a   You should contact your Salomon Smith Barney Financial Con-
 Salomon Smith   sultant or dealer representative to open a brokerage account
        Barney   and make arrangements to buy shares.
     Financial
 Consultant or
        dealer   If you do not provide the following information, your order
representative   will be rejected:

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

                 You should pay for your shares through your brokerage account
                 no later than the third business day after you place your
                 order. Salomon Smith Barney or your dealer representative may
                 charge an annual account maintenance fee.
--------------------------------------------------------------------------------

                                                   Smith Barney Mutual Funds  13

    Through the  Qualified retirement plans and certain other investors who
fund's transfer  are clients of the selling group are eligible to buy shares
          agent  directly from the fund.

                 .Write the transfer agent at the following address:
                      Smith Barney Investment Trust
                       Large Capitalization Growth Fund
                      (Specify class of shares)
                      c/o First Data Investor Services Group, Inc.
                      P.O. Box 5128
                      Westborough, Massachusetts 01581-5128
                 .Enclose a check to pay for the shares. For initial pur-
                   chases, complete and send an account application
                 .For more information, call the transfer agent at 1-800-451-
                   2010
--------------------------------------------------------------------------------
                 You may authorize Salomon Smith Barney, your dealer represen-
     Through a   tative or the transfer agent to automatically transfer funds
    systematic   from a regular bank account, cash held in a Salomon Smith
    investment   Barney brokerage account or Smith Barney money market fund to
     plan        buy shares on a regular basis.

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

                 .If you do not have sufficient funds in your account on a
                   transfer date, Salomon Smith Barney, your dealer represen-
                   tative or the transfer agent may charge you a fee.

                 For more information, contact your Salomon Smith Barney
                 Financial Consultant, dealer representative or the transfer
                 agent or consult the SAI.

 Exchanging shares

                 You should contact your Salomon Smith Barney Financial Con-
  Smith Barney   sultant or dealer representative to exchange into other Smith
      offers a   Barney mutual funds. Be sure to read the prospectus of the
   distinctive   Smith Barney mutual fund you are exchanging into. An exchange
     family of   is a taxable transaction.
         funds
   tailored to
 help meet the   .You may exchange shares only for shares of the same class of
 varying needs     another Smith Barney fund. Not all Smith Barney funds offer
 of both large     all classes.
     and small
     investors   .Not all Smith Barney funds may be offered in your state of
                   residence. Contact your Salomon Smith Barney Financial Con-
                   sultant, dealer representative or the transfer agent.

                 .You must meet the minimum investment amount for each fund

                 .If you hold share certificates, the transfer agent must
                   receive the certificates endorsed for transfer or with
                   signed stock powers (documents transferring ownership of
                   certificates) before the exchange is effective.
                 .The fund may suspend or terminate your exchange privilege if
                   you engage in an excessive pattern of exchanges
--------------------------------------------------------------------------------
     Waiver of   Your shares will not be subject to an initial sales charge at
    additional   the time of the exchange.
 sales charges
                 Your deferred sales charge (if any) will continue to be mea-
                 sured from the date of your original purchase. If the fund
                 you exchange into has a higher deferred sales charge, you
                 will be subject to that charge. if you exchange at any time
                 into a fund with a lower charge, the sales charge will not be
                 reduced.
--------------------------------------------------------------------------------
  By telephone
                 If you do not have a brokerage account, you may be eligible
                 to exchange shares through the transfer agent. You must com-
                 plete an authorization form to authorize telephone transfers.
                 If eligible, you may make telephone exchanges on any day the
                 New York Stock Exchange is open. Call the transfer agent at
                 1-800-451-2010 between 9:00 a.m. and 5:00 p.m. (Eastern
                 time). Requests received after the close of regular trading
                 on the Exchange are priced at the net asset value next deter-
                 mined.

                 You can make telephone exchanges only between accounts that
                 have identical registrations.
--------------------------------------------------------------------------------
       By mail
                 If you do not have a Salomon Smith Barney brokerage account,
                 contact your dealer representative or write to the transfer
                 agent at the address on the next page.

                                                  Smith Barney Mutual Funds   15

 Redeeming shares

     Generally   Contact your Salomon Smith Barney Financial Consultant or
                 dealer representative to redeem shares of the fund.

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

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

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

                 If you have a Salomon Smith Barney brokerage account, your
                 redemption proceeds will be placed in your account and not
                 reinvested without your specific instruction. In other cases,
                 unless you direct otherwise, your redemption proceeds will be
                 paid by check mailed to your address of record.
--------------------------------------------------------------------------------
       By mail   For accounts held directly at the fund, send written requests
                 to the transfer agent at the following address:
                   Smith Barney Investment Trust
                   Large Capitalization Growth Fund
                   (Specify class of shares)
                   c/o First Data Investor Services Group, Inc.
                   P.O. Box 5128
                   Westborough, Massachusetts 01581-5128

                 Your written request must provide the following:

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

  By telephone
                 If you do not have a brokerage account, you may be eligible
                 to redeem shares (except these held in retirement plans) in
                 amounts up to $10,000 per day through the transfer agent. You
                 must complete an authorization form to authorize telephone
                 redemptions. If eligible, you may request redemptions by tel-
                 ephone on any day the New York Stock Exchange is open. Call
                 the transfer agent at 1-800-451-2010 between 9:00 a.m. and
                 5:00 p.m. (Eastern time). Requests received after the close
                 of regular trading on the Exchange are priced at the net
                 asset value next determined.

                 Your redemption proceeds can be sent by check to your address
                 of record or by wire transfer to a bank account designated on
                 your authorization form. You may be charged a fee for wire
                 transfers. You must submit a new authorization form to change
                 the bank account designated to receive wire transfers and you
                 may be asked to provide certain other documents.
--------------------------------------------------------------------------------
     Automatic   You can arrange for the automatic redemption of a portion of
          cash   your shares on a monthly or quarterly basis. To qualify you
    withdrawal   must own shares of the fund with a value of at least $10,000
         plans   and each automatic redemption must be at least $50. If your
                 shares are subject to a deferred sales charge, the sales
                 charge will be waived if your automatic payments are equal to
                 or less than 1% per month of the value of your shares subject
                 to a deferred sales charge.

                 The following conditions apply:

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

                 For more information, contact your Salomon Smith Barney
                 Financial Consultant or dealer representative or consult the
                 SAI.

                                                  Smith Barney Mutual Funds  17

Other things to know about share transactions

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

.Name of the fund
.Account number
.Class of shares being bought, exchanged or redeemed .Dollar amount or number of shares being bought, exchanged or redeemed

.Signature of each owner exactly as the account is registered

The transfer agent will try to confirm that any telephone exchange or redemp- tion request is genuine by recording calls, asking the caller to provide a per- sonal identification number for the account, sending you a written confirmation or requiring other confirmation procedures from time to time.

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

.Are redeeming over $10,000 of shares
.Are sending signed share certificates or stock powers to the transfer agent .Instruct the transfer agent to mail the check to an address different from the one on your account
.Changed your account registration
.Want the check paid to someone other than the account owner(s) .Are transferring the redemption proceeds to an account with a different regis- tration

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

The fund has the right to:

.Suspend the offering of shares
.Waive or change minimum and additional investment amounts .Reject any purchase or exchange order
.Change, revoke or suspend the exchange privilege .Suspend telephone transactions

18 Large Capitalization Growth Funds

.Suspend or postpone redemptions of shares on any day when trading on the New York Stock Exchange is restricted, or as otherwise permitted by the Securi- ties and Exchange Commission

.Pay redemption proceeds by giving you securities. You may pay transaction costs to dispose of the securities

Small account balances If your account falls below $500 because of a redemption of fund shares, the fund may ask you to bring your account up to $500. If your account is still below $500 after 60 days, the fund may close your account and send you the redemption proceeds.

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

Share certificates The fund does not issue share certificates unless a written request is made to the transfer agent. If you hold share certificates it will take longer to exchange or redeem shares.

Smith Barney Mutual Funds 19

Smith Barney 401(k) and ExecChoiceTM programs

You may be eligible to participate in the Smith Barney 401(k) program or the Smith Barney ExecChoice(TM) program. The fund offers Class A and Class L shares to participating plans as investment alternatives under the programs. You can meet minimum investment and exchange amounts by combining the plan's invest- ments in any of the Smith Barney funds.

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

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

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

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

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

For more information, call your Salomon Smith Barney Financial Consultant or the transfer agent, or consult the SAI.

20 Large Capitalization Growth Fund

Dividends, distributions and taxes

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

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

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

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

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

Smith Barney Mutual Fund 21

Share price

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

The fund generally values its fund securities based on market prices or quota- tions. When reliable market prices or quotations are not readily available, the fund may price those securities at fair value. Fair value is determined in accordance with procedures approved by the fund's board. A fund that uses fair value to price securities may value those securities higher or lower than another fund using market quotations to price the same securities.

In order to buy, redeem or exchange shares at that day's price, you must place your order with your Salomon Smith Barney Financial Consultant or dealer repre- sentative before the New York Stock Exchange closes. If the Exchange closes early, you must place your order prior to the actual closing time. Otherwise, you will receive the next business day's price.

Salomon Smith Barney or members of the selling group must transmit all orders to buy, exchange or redeem shares to the fund's agent before the agent's close of business.

22 Large Capitalization Growth Fund

Financial highlights

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

For a Class A share of capital stock outstanding throughout each year Ended November 30:

                                         1998  1997(/1/)
----------------------------------------------------------
 Net asset value, beginning of year    $12.28    $11.88
----------------------------------------------------------
 Income (loss) from operations:
 Net investment income (loss)           (0.04)     0.01
 Net realized and unrealized gain        5.20      0.39
----------------------------------------------------------
 Total income from operations            5.16      0.40
----------------------------------------------------------
 Less distributions
 Net investment income                  (0.02)       --
 Net realized gains                     (0.01)       --
----------------------------------------------------------
 Total distributions                    (0.03)       --
----------------------------------------------------------
 Net asset value, end of year          $17.41    $12.28
----------------------------------------------------------
 Total return                           42.12%     3.37%++
----------------------------------------------------------
 Net assets, end of year (000)'s     $324,664  $111,063
----------------------------------------------------------
 Ratios to average net assets:
 Expenses                                1.19%     1.15%+
 Net investment income (loss)           (0.38)     0.38+
----------------------------------------------------------
 Portfolio turnover rate                   14%        1%
----------------------------------------------------------

(/1/For)the period from August 29, 1997 (inception date) to November 30, 1997.

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

+ Annualized.

                                     1998(/2/)  1997(/1/)
-----------------------------------------------------------
 Net asset value, beginning of year    $12.26     $11.88
-----------------------------------------------------------
 Income (loss) from operations:
 Net investment loss                    (0.17)     (0.01)
 Net realized and unrealized gain        5.19       0.39
-----------------------------------------------------------
 Total income from operations            5.02       0.38
-----------------------------------------------------------
 Less distributions from:
 Net investment income                  (0.01)        --
 Net realized gains                     (0.01)        --
-----------------------------------------------------------
 Total distributions                    (0.02)        --
-----------------------------------------------------------
 Net asset value, end of year          $17.26     $12.26
-----------------------------------------------------------
 Total return                          41.02%      3.20%++
-----------------------------------------------------------
 Net assets, end of year (000)'s     $636,464   $179,598
-----------------------------------------------------------
 Ratios to average net assets:
 Expenses                                1.95%      1.90%+
 Net investment income (loss)           (1.14)     (0.37)+
-----------------------------------------------------------
 Portfolio turnover rate                   14%         1%
-----------------------------------------------------------

(/1/For)the period from August 29, 1997 (inception date) to November 30, 1997.

(/2/Per)share amounts have been calculated using the monthly average shares method, rather than the undistributed net investment income method, because it more accurately reflects the per share data for the period.

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

+ Annualized.

                                     1998(/2/)  1997(/3/)
-----------------------------------------------------------
 Net asset value, beginning of year    $12.26     $11.88
-----------------------------------------------------------
 Income (loss) from operations:
 Net investment loss                    (0.17)     (0.01)
 Net realized and unrealized gain        5.19       0.39
-----------------------------------------------------------
 Total income from operations            5.02       0.38
-----------------------------------------------------------
 Less distributions from:
 Net investment income                  (0.01)        --
 Net realized gains                     (0.01)        --
-----------------------------------------------------------
 Total distributions                    (0.02)        --
-----------------------------------------------------------
 Net asset value, end of year          $17.26     $12.26
-----------------------------------------------------------
 Total return                          41.02%      3.20%++
-----------------------------------------------------------
 Net assets, end of year (000)'s     $187,741    $37,224
-----------------------------------------------------------
 Ratios to average net assets:
 Expenses                                1.96       1.90%+
 Net investment loss                    (1.14)     (0.38)+
-----------------------------------------------------------
 Portfolio turnover rate                   14%         1%
-----------------------------------------------------------

(/1/) On June 12, 1998, Class C shares were renamed Class L shares.

(/2/) Per share amounts have been calculated using the monthly average shares method, rather than the undistributed net investment income method, because it more accurately reflects the per share data for the period.

(/3/) For the period from August 29, 1997 (inception date) to November 30, 1997.

* Amount represents less than $0.01 per share.

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

+ Annualized.

                                               1998   1997(/3/)
------------------------------------------------------------------
 Net asset value, beginning of year          $12.29     $12.66
------------------------------------------------------------------
 Income (loss) from operations:
 Net investment income (loss)                 (0.00)*     0.01
 Net realized and unrealized gain (loss)       5.23      (0.38)
------------------------------------------------------------------
 Total income (loss) from operations           5.23      (0.37)
------------------------------------------------------------------
 Less distributions from:
 Net investment income                        (0.02)        --
 Net realized gains                           (0.01)        --
------------------------------------------------------------------
 Total distributions                          (0.03)        --
------------------------------------------------------------------
 Net asset value, end of year                $17.49     $12.29
------------------------------------------------------------------
 Total return(/4/)                            42.61%     (2.92)%++
------------------------------------------------------------------
 Net assets, end of year (000)'s           $133,556    $84,758
------------------------------------------------------------------
 Ratio to average net assets:
 Expenses                                      0.83%      0.82%+
 Net investment income (loss)                 (0.02)      0.54+
------------------------------------------------------------------
 Portfolio turnover rate                         14%         1%
------------------------------------------------------------------

(/1/) On June 12, 1998, Class C shares were renamed Class L shares.

(/2/) Per share amounts have been calculated using the monthly average shares method, rather than the undistributed net investment income method, because it more accurately reflects the per share data for the period.

(/3/) For the period from October 15, 1997 (inception date) to November 30, 1997.

* Amount represents less than $0.01 per share.

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

+ Annualized.

26 Large Capitalization Growth Fund

Large Capitalization Growth Fund

An investment portfolio of Smith Barney Investment Trust

Shareholder reports Annual and semiannual reports to shareholders provide addi- tional information about the fund's investments. These reports discuss the mar- ket conditions and investment strategies that affected the fund's performance.

The fund sends only one report to a household if more than one account has the same address. Contact your Salomon Smith Barney Financial Consultant, dealer representative or the transfer agent if you do not want this policy to apply to you.

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

You can make inquiries about the fund or obtain shareholder reports or the statement of additional information (without charge) by contacting your Salomon Smith Barney Financial Consultant or dealer representative, by calling the fund at 1-800-451-2010, or by writing to the fund at Smith Barney Mutual Funds, 388 Greenwich Street, MF2, New York, New York 10013.

Visit our web site. Our web site is located at www.smithbarney.com

You can also review the fund's shareholder reports, prospectus and statement of additional information at the Securities and Exchange Commission's Public Ref- erence Room in Washington, D.C. You can get copies of these materials for a fee by writing to the Public Reference Section of the Commission, Washington, D.C. 20549-6009. Information about the public reference room may be obtained by calling 1-800-SEC-0330. You can get the same reports and information free from the Commission's Internet web site www.sec.gov

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

Salomon Smith Barney is a service mark of Salomon Smith Barney Inc.

(Investment Company Act
file no. 811-06444)

FD01306 3/99

[LOGO OF SMITH BARNEY MUTUAL FUNDS APPEARS HERE]

PROSPECTUS

Large Capitalization Growth Fund

Class Z Shares

March 30, 1999

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

The Class Z shares described in this prospectus are offered exclusively for sale to tax-exempt employee benefit and retirement plans of Salomon Smith Bar- ney Inc. or any of its affiliates.

Fund goal and strategies....................................................   2

Risk, performance and expenses..............................................   3

More on the fund's investments..............................................   5

Management..................................................................   6

Buying, selling and exchanging Class Z shares...............................   7

Dividends, distributions and taxes..........................................   8

Share price.................................................................   9

You should know: An investment in the fund is not a bank deposit and is not insured or guaranteed by the FDIC or any other government agency.

Smith Barney Mutual Funds 1

Fund goal and strategies

Investment objective
The fund seeks long-term growth of capital.

Key investments
The fund invests primarily in equity securities of companies with large market capitalizations. Large capitalization companies are those with total market capitalizations of $5 billion or more at the time of investment. Equity securi- ties include U.S. exchange traded and over-the-counter common stocks, debt securities convertible into equity securities, and warrants and rights relating to equity securities.

Selection process
The manager emphasizes individual security selection while diversifying the fund's investments across industries, which may help to reduce risk. The man- ager attempts to identify established large capitalization companies with the highest growth potential. The manager then analyzes each company in detail, ranking its management, strategy and competitive market position. Finally, the manager attempts to identify the best values available among the growth compa- nies identified.

In selecting individual companies for investment, the manager considers:

.Favorable earnings prospects
.Technological innovation
.Industry dominance
.Competitive products and services
.Global scope

.Long term operating history
.Consistent and sustainable long-term growth in dividends and earnings per share
.Strong cash flow
.High return on equity
.Strong financial condition
.Experienced and effective management

2 Large Capitalization Growth Fund--Class Z Shares

Risks, performance and expenses

Principal risks of investing in the fund

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

.U.S. stock markets go down, or perform poorly relative to other types of investments
.An adverse company specific event, such as an unfavorable earnings report, negatively affects the stock price of a company in which the fund invests .Large capitalization stocks fall out of favor with investors .The manager's judgment about the attractiveness, growth prospects or potential appreciation of a particular stock proves to be incorrect

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

.Are seeking to participate in the long term growth potential of the U.S. stock market
.Are looking for an investment with potentially greater return but higher risk than fixed income investments
.Are willing to accept the risks of the stock market

Smith Barney Mutual Funds 3

Management

Manager The fund's investment manager is SSBC Fund Management Inc. The manag- er's address is 388 Greenwich Street, New York, New York 10013. The manager selects the fund's investments and oversees its operations. The manager and Salomon Smith Barney are subsidiaries of Citigroup Inc. Citigroup businesses produce a broad range of financial services--asset management, banking and con- sumer finance, credit and charge cards, insurance, investments, investment banking and trading--and use diverse channels to make them available to con- sumer and corporate customers around the world.

Alan Blake, investment officer of the manager and managing director of Salomon Smith Barney, has been responsible for the day to day management of the fund's portfolio since its inception. Mr. Blake has more than 20 years of securities business experience.

Management fee For its services, the manager received a fee during the fund's last fiscal year equal on an annual basis to 0.75% of the fund's average daily net assets.

Distributor The fund has entered into an agreement with CFBDS, Inc. to distrib- ute the fund's shares. A selling group consisting of Salomon Smith Barney and other broker-dealers sells fund shares to the public.

Year 2000 issue Information technology experts are concerned about computer systems' ability to process date-related information on and after January 1, 2000. This situation, commonly known as the "Year 2000" issue, could have an adverse impact on the fund. The cost of addressing the Year 2000 issue, if sub- stantial, could adversely affect companies and governments that issue securi- ties held by the fund. The manager and Salomon Smith Barney are addressing the Year 2000 issue for their systems. The fund has been informed by other service providers that they are taking similar measures. Although the fund does not expect the Year 2000 issue to adversely affect it, the fund cannot guarantee the efforts of the fund, which is limited to requesting and receiving reports from its service providers, or the efforts of its service providers to correct the problem will be successful.

     Through a   You may buy, sell or exchange Class Z shares only through a
     qualified   "qualified plan." A qualified plan is a tax-exempt employee
          plan   benefit or retirement plan of Salomon Smith Barney, Inc. or
                 one of its affiliates.

                 There are no minimum investment requirements for Class Z
                 shares. However, the fund reserves the right to change this
                 policy at any time.
--------------------------------------------------------------------------------
        Buying   Orders to buy Class Z shares must be made in accordance with
                 the terms of a qualified plan. If you are a participant in a
                 qualified plan, you may place an order with your plan to buy
                 Class Z shares at net asset value, without any sales charge.
                 Payment is due to Salomon Smith Barney on settlement date,
                 which is the third business day after your order is accepted.
                 If you make payment prior to this date, you may designate a
                 temporary investment (such as a money market fund of the
                 Smith Barney Mutual Funds) for payment until settlement date.
                 The fund reserves the right to reject any order to buy shares
                 and to suspend the offering of shares for a period of time.
--------------------------------------------------------------------------------
       Selling   Qualified plans may redeem their shares on any day on which
                 the fund calculates its net asset value. You should consult
                 the terms of your qualified plan for special redemption pro-
                 visions.
--------------------------------------------------------------------------------
    Exchanging   You should consult your qualified plan for information about
                 available exchange options.

                                                  Smith Barney Mutual Funds   7

Dividends, distributions and taxes

An investment in the fund will have the following consequences for a qualified plan as the owner of shares in the fund. Qualified plan participants should consult their plan document or tax advisors about the tax consequences of par- ticipating in a qualified plan.

Dividends The fund generally makes capital gain distributions and pays divi- dends, if any, once a year, typically in December. The fund may pay additional distributions and dividends at other times if necessary for the fund to avoid a federal tax. Capital gain distributions and dividends are reinvested in addi- tional Class Z shares. The fund expects distributions to be primarily from capi- tal gains. No sales charge is imposed on reinvested distributions or dividends. Alternatively, a qualified plan can instruct its Salomon Smith Barney Financial Consultant, dealer representative or the transfer agent to have distributions and/or dividends paid in cash. It can change that choice at any time to be effective as of the next distribution or dividend, except that any change given to the transfer agent less than five days before the payment date will not be effective until the next distribution or dividend is paid.

Taxes Provided that a qualified plan has not borrowed to finance its investment in the fund, it will not be taxable on the receipt of dividends and distribu- tions from the fund.

Dividends and interest received by the fund from investing in foreign securi- ties may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. The fund's foreign tax payments will reduce the amount of its dividends and distributions.

Because each shareholder's circumstances are different and special tax rules may apply, you should consult with your tax adviser about your investment in the fund.

8 Large Capitalization Growth Fund--Class Z Shares

Share price

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

The fund generally values its fund securities based on market prices or quota- tions. When reliable market prices or quotations are not readily available, the fund may price those securities at fair value. Fair value is determined in accordance with procedures approved by the fund's board. A fund that uses fair value to price securities may value those securities higher or lower than another fund using market quotations to price the same securities.

In order to buy, redeem or exchange shares at that day's price, you must place your order with your Salomon Smith Barney Financial Consultant or dealer repre- sentative before the New York Stock Exchange closes. If the Exchange closes early, you must place your order prior to the actual closing time. Otherwise, you will receive the next business day's price.

Your qualified plan must transmit all orders to buy, exchange or redeem shares to the fund's agent before the agent's close of business.

Smith Barney Mutual Funds 9

[LOGO OF SALOMON SMITH BARNEY APPEARS HERE]
Large Capitalization Growth Fund

An investment portfolio of Smith Barney Investment Trust

Shareholder reports Annual and semiannual reports to shareholders provide addi- tional information about the fund's investments. These reports discuss the mar- ket conditions and investment strategies that affected the fund's performance.

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

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

You can make inquiries about the fund or obtain shareholder reports or the statement of additional information (without charge) by contacting your quali- fied plan, [by calling the fund at 1-800-451-2010, or by writing to the fund at Smith Barney Mutual Funds, 388 Greenwich Street, MF2, New York, New York 10013].

Visit our web site. Our web site is located at www.smithbarney.com

You can also review the fund's shareholder reports, prospectus and statement of additional information at the Securities and Exchange Commission's Public Ref- erence Room in Washington, D.C. You can get copies of these materials for a fee by writing to the Public Reference Section of the Commission, Washington, D.C. 20549-6009. Information about the public reference room may be obtained by calling 1-800-SEC-0330. You can get the same information free from the Commis- sion's Internet web site at http:www.sec.gov

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

(Investment Company Act
file no. 811-06444)

[FD01306 3/99]

[BACKGROUND GRAPHIC]

[LOGO] Smith Barney Mutual Funds
Investing for your future.
Every day./(R)/

PROSPECTUS

Mid Cap Blend Fund

Class A, B, L and Y Shares

March 30, 1999

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

Fund goal and strategies....................................................   2

Risks, performance and expenses.............................................   3

More on the fund's investments..............................................   5

Management..................................................................   7

Choosing a class of shares to buy...........................................   8

Comparing the fund's classes................................................   9

Sales charges...............................................................  10

More about deferred sales charges...........................................  13

Buying shares...............................................................  14

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

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

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

Smith Barney 401(k) and ExecChoice(TM) programs.............................  22

Dividends, distributions and taxes..........................................  23

Share price.................................................................  24

Financial highlights........................................................  25

You should know: An investment in the fund is not a bank deposit and is not insured or guaranteed by the FDIC or any other government agency.

Smith Barney Mutual Funds 1

Fund goal and strategies

Investment objective
The fund seeks long-term growth of capital.

Key investments

The fund invests primarily in equity securities of medium sized companies. Medium sized companies are those whose market capitalization is within the mar- ket capitalization range of companies in the S&P MidCap Index (the "Index") at the time of the fund's investment. The size of the companies in the Index changes with market conditions and the composition of the Index. As of January 29, 1999, the largest market capitalization of a company in the Index was $11.4 billion and the smallest market capitalization was $0.24 billion. Equity secu- rities include exchange traded and over-the-counter common stocks, preferred stocks, debt securities convertible into equity securities and warrants and rights relating to equity securities. The fund may also invest up to 25% of its assets in securities of foreign issuers both directly and through depositary receipts for those securities.

Selection process

The manager focuses on medium capitalization companies that exhibit attractive growth characteristics. The manager selects individual "growth" stocks for investment in two ways: by identifying those companies which exhibit the most favorable growth prospects and by identifying those companies which have favor- able valuations relative to their growth characteristics. This strategy is com- monly known as "growth at a reasonable price" and offers investors style diversification within a single mutual fund. In selecting individual companies for investment, the manager considers:

.Growth characteristics, including high historic growth rates and high relative growth compared with companies in the same industry or sector

.Value characteristics, including low price/earnings ratios and other statis- tics indicating a security is undervalued .Increasing profits and sales
.Competitive advantages that could be more fully exploited by a company

.Skilled management committed to long-term growth .Potential for a long-term investment by the fund

The manager uses fundamental research to find stocks with strong growth poten- tial and also uses quantitative analysis to determine whether these stocks are relatively undervalued or overvalued compared to stocks with similar fundamen- tal characteristics. The manager's quantitative valuations determine whether and when the fund will purchase or sell the stocks it identifies through funda- mental research.

2 Mid Cap Blend Fund

Risks, performance and expenses

Principal risks of investing in the fund

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

.U.S. stock markets go down, or perform poorly relative to other types of investments
.An adverse company specific event, such as an unfavorable earnings report, negatively affects the stock price of a company in which the fund invests .Medium capitalization stocks fall out of favor with investors .The manager's judgment about the attractiveness, growth prospects, value or potential appreciation of a particular stock proves to be incorrect

Because the fund invests primarily in medium capitalization companies, an investment in the fund may be more volatile and more susceptible to loss than an investment in a fund which invests primarily in large capitalization compa- nies. Medium capitalization companies may have more limited product lines, mar- kets and financial resources than large capitalization companies. They may have shorter operating histories and more erratic businesses, although they gener- ally have more established businesses than small capitalization companies. The prices of medium capitalization company stocks tend to be more volatile than the prices of large capitalization company stocks.

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

.Are seeking to participate in the long term growth potential of the U.S. stock market
.Are looking for an investment with potentially greater return but higher risk than a fund that invests primarily in large cap companies .Are willing to accept the risks of the stock market

Management

Manager The fund's investment manager is SSBC Fund Management Inc., an affili- ate of Salomon Smith Barney Inc. The manager's address is 388 Greenwich Street, New York, New York 10013. The manager selects the fund's investments and oversees its operations. The manager and Salomon Smith Barney are subsidiaries of Citigroup Inc. Citigroup businesses produce a broad range of financial serv- ices--asset management, banking and consumer finance, credit and charge cards, insurance, investments, investment banking and trading--and use diverse chan- nels to make them available to consumer and corporate customers around the world.

Lawrence Weissman, investment officer of the manager and managing director of Salomon
Smith Barney, has been responsible for the day-to-day management of the fund's portfolio since the fund's inception. Mr. Weissman has more than 14 years of securities business experience.

Management fee For its services, the manager received a fee during the fund's last fiscal year equal on an annual basis to 0.75% of the fund's average daily net assets.

Distributor The fund has entered into an agreement with CFBDS, Inc. to distrib- ute the fund's shares. A selling group consisting of Salomon Smith Barney and other broker dealers sells fund shares to the public.

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

Year 2000 issue Information technology experts are concerned about computer systems' ability to process date-related information on and after January 1, 2000. This situation, commonly known as the "Year 2000" issue, could have an adverse impact on the fund. The cost of addressing the Year 2000 issue, if sub- stantial, could adversely affect companies and governments that issue securi- ties held by the fund. The manager and Salomon Smith Barney are addressing the Year 2000 issue for their systems. The fund has been informed by other service providers that they are taking similar measures. Although the fund does not expect the Year 2000 issue to adversely affect it, the fund cannot guarantee the efforts of the fund, which are limited to requesting and receiving reports from its service providers, or the efforts of its service providers to correct the problem will be successful.

Smith Barney Mutual Funds 7

Choosing a class of shares to buy

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

.If you plan to invest regularly or in large amounts, buying Class A shares may help you reduce sales charges and ongoing expenses.

.For Class B shares, all of your purchase amount and, for Class L shares, more of your purchase amount (compared to Class A shares) will be immediately invested. This may help offset the higher expenses of Class B and Class L shares, but only if the fund performs well.

.Class L shares have a shorter deferred sales charge period than Class B shares. However, because Class B shares convert to Class A shares, and Class L shares do not, Class B shares may be more attractive to long-term investors.

You may buy shares from:

.A Salomon Smith Barney Financial Consultant .An investment dealer in the selling group or a broker that clears through Sal- omon Smith Barney--a dealer representative .The fund, but only if you are investing through certain qualified plans or certain dealer representatives

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

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

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

                           Class A     Class B     Class L     Class Y
Key features             .Initial    .No initial .Initial    .No initial
                          sales       sales       sales       or
                          charge      charge      charge is   deferred
                          .You may    .Deferred   lower than  sales
                          qualify     sales       Class A     charge
                          for reduc-  charge      .Deferred   .Must
                          tion or     declines    sales       invest at
                          waiver of   over time   charge for  least $15
                          initial     .Converts   only 1      million
                          sales       to Class A  year        .Lower
                          charge      after 8     .Does not   annual
                          .Lower      years       convert to  expenses
                          annual      .Higher     Class A     than the
                          expenses    annual      .Higher     other
                          than Class  expenses    annual      classes
                          B and       than Class  expenses
                          Class L     A           than Class
                                                  A
------------------------------------------------------------------------
Initial sales charge     Up to       None        1.00%       None
                         5.00%;
                         reduced or
                         waived for
                         large pur-
                         chases and
                         certain
                         investors.
                         No charge
                         for pur-
                         chases of
                         $500,000 or
                         more
------------------------------------------------------------------------
Deferred sales charge    1% on pur-  Up to 5%    1% if you   None
                         chases of   charged     redeem
                         $500,000 or when you    within 1
                         more if you redeem      year of
                         redeem      shares. The purchase
                         within 1    charge is
                         year of     reduced
                         purchase    over time
                                     and there
                                     is no
                                     deferred
                                     sales
                                     charge
                                     after 6
                                     years
------------------------------------------------------------------------
Annual Distribution and  0.25% of    1% of aver- 1% of aver- None
service fees             average     age daily   age daily
                         daily net   net assets  net assets
                         assets
------------------------------------------------------------------------
Exchange Privilege*      Class A     Class B     Class L     Class Y
                         shares      shares      shares      shares
                         of most     of most     of most     of most
                         Smith       Smith       Smith       Smith
                         Barney      Barney      Barney      Barney
                         funds       funds       funds       funds
------------------------------------------------------------------------

* Ask your Salomon Smith Barney Financial Consultant or dealer representative or visit the web site for the Smith Barney funds available for exchange.

Smith Barney Mutual Funds 9

Sales charges

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

                                 Sales charge as a % of
                                 Offering  Net amount
Amount of purchase               Price (%) Invested (%)
Less than $25,000                  5.00        5.26
$25,000 but less than $50,000      4.00        4.17
$50,000 but less than $100,000     3.50        3.63
$100,000 but less than $250,000    3.00        3.09
$250,000 but less than $500,000    2.00        2.04
$500,000 or more                    -0-         -0-

Investments of $500,000 or more You do not pay an initial sales charge when you buy $500,000 or more of Class A shares. However, if you redeem these Class A shares within one year of purchase, you will pay a deferred sales charge of 1%.

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

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

.by you, or

.by members of your immediate family,

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

.Letter of intent - lets you purchase Class A shares of the fund and other Smith Barney funds over a 13-month period and pay the same sales charge, if any, as if all shares had been purchased at once. You may

10 Mid Cap Blend Fund

include purchases on which you paid a sales charge within 90 days before you sign the letter.

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

.Employees of members of the NASD
.403(b) or 401(k) retirement plans, if certain conditions are met .Clients of newly employed Salomon Smith Barney Financial Consultants if cer- tain conditions are met
.Investors who redeemed Class A shares of a Smith Barney fund in the past 60 days, if the investor's Salomon Smith Barney Financial Consultant or dealer representative is notified

If you want to learn more about the requirements for reductions or waivers of Class A initial sales charges, contact your Salomon Smith Barney Financial Con- sultant or dealer representative or consult the Statement of Additional Infor- mation ("SAI").

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

Year after purchase    1st 2nd 3rd 4th 5th 6th and over
Deferred sales charge   5%  4%  3%  2%  1%      0%

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

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

Smith Barney Mutual Funds 11

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

Class Y shares
You buy Class Y shares at net asset value with no initial sales charge and no deferred sales charge when you redeem. You must meet the $15,000,000 initial investment requirement. You can use a letter of intent to meet this requirement by buying Class Y shares of the fund over a 6-month period. To qualify, you must initially invest $5,000,000.

12 Mid Cap Blend Fund

More about deferred sales charges

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

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

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

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

Salomon Smith Barney receives deferred sales charges as partial compensation for its expenses in selling shares, including the payment of compensation to your Salomon Smith Barney Financial Consultant or dealer representative.

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

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

If you want to learn more about additional waivers of deferred sales charges, contact your Salomon Smith Barney Financial Consultant or dealer representative or consult the SAI.

 Buying shares

     Through a   You should contact your Salomon Smith Barney Financial Con-
 Salomon Smith   sultant or dealer representative to open a brokerage account
        Barney   and make arrangements to buy shares.
     Financial
 Consultant or
        dealer   If you do not provide the following information, your order
representative   will be rejected:

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

                 You should pay for your shares through your brokerage account
                 no later than the third business day after you place your
                 order. Salomon Smith Barney or your dealer representative may
                 charge an annual account maintenance fee.
--------------------------------------------------------------------------------
   Through the   Qualified retirement plans and certain other investors who
        fund's   are clients of the selling group are eligible to buy shares
    consultant   directly from the fund.
      transfer
         agent   .Write the transfer agent at the following address:
                      Smith Barney Investment Trust Mid Cap Blend Fund
                      (Specify class of shares)
                      c/o First Data Investor Services Group, Inc.
                      P.O. Box 5128
                      Westborough, Massachusetts 01581-5128
                 .Enclose a check to pay for the shares. For initial pur-
                   chases, complete and send an account application
                 .For more information, call the transfer agent at 1-800-451-
                   2010

     Through a   You may authorize Salomon Smith Barney, your dealer represen-
    systematic   tative or the transfer agent to transfer funds automatically
    Investment   from a regular bank account, cash held in a Salomon Smith
     Plan        Barney brokerage account or Smith Barney money market fund to
                 buy shares on a regular basis.

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

14 Mid Cap Blend Fund

.If you do not have sufficient funds in your account on a transfer date, Salomon Smith Barney, your dealer represen- tative or the transfer agent may charge you a fee.

For more information, contact your Salomon Smith Barney Financial Consultant, dealer representative or the transfer agent or consult the SAI.

  Smith Barney
      offers a   You should contact Salomon Smith Barney or your dealer repre-
   distinctive   sentative to exchange into other Smith Barney mutual funds.
     family of   Be sure to read the prospectus of the Smith Barney mutual
  mutual funds   fund you are exchanging into. An exchange is a taxable trans-
   tailored to   action.
 help meet the
 varying needs   .You may exchange shares only for shares of the same class of
 of both large     another Smith Barney mutual fund. Not all Smith Barney
     and small     funds offer all classes.
     investors
                 .Not all Smith Barney funds may be offered in your state of
                   residence. Contact Salomon Smith Barney, your dealer repre-
                   sentative or the transfer agent.
                 .You must meet the minimum investment amount for each fund

                 .If you hold share certificates, the transfer agent must
                   receive the certificates endorsed for transfer or with
                   signed stock powers (documents transferring ownership of
                   certificates) the exchange is effective.
                 .The fund may suspend or terminate your exchange privilege if
                   you engage in an excessive pattern of exchanges
--------------------------------------------------------------------------------
     Waiver of   Your shares will not be subject to an initial sales charge at
    additional   the time of the exchange.
 sales charges
                 Your deferred sales charge (if any) will continue to be mea-
                 sured from the date of your original purchase. If the fund
                 you exchange into has a higher deferred sales charge, you
                 will be subject to that charge. If you exchange at any time
                 into a fund with a lower charge, the sales charge will not be
                 reduced.
--------------------------------------------------------------------------------

  By telephone   If you do not have a brokerage account, you may be eligible
                 to exchange shares through the transfer agent. You must com-
                 plete an authorization form to authorize telephone transfers.
                 If eligible, you may make telephone exchanges on any day the
                 New York Stock Exchange is open. Call the transfer agent at
                 1-800- 451-2010 between 9:00 a.m. and 5:00 p.m. (Eastern
                 time). Requests received after the close of regular trading
                 on the Exchange are priced at the net asset value next deter-
                 mined.

16 Mid Cap Blend Fund

 Redeeming shares

     Generally   Contact your Salomon Smith Barney Financial Consultant or
                 dealer representative to redeem shares of the fund.

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

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

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

                 If you have a Salomon Smith Barney brokerage account, your
                 redemption proceeds will be placed in your account and not
                 reinvested without your specific instruction. In other cases,
                 unless you direct otherwise, your redemption proceeds will be
                 paid by check mailed to your address of record.
--------------------------------------------------------------------------------
       By mail   For accounts held directly at the fund, send written requests
                 to the transfer agent at the following address:
                   Smith Barney Investment Trust Mid Cap Blend Fund
                   (Specify class of shares)
                   First Data Investor Services Group, Inc.
                   P.O. Box 5128
                   Westborough, Massachusetts 01581-5128

                 Your written request must provide the following:

                 .Your account number
                 .The class of shares and the dollar amount or number of
                   shares to be redeemed
                 .Signatures of each owner exactly as the account is regis-
                   tered

  By telephone
                 If you do not have a brokerage account, you may be eligible
                 to redeem shares (except those held in retirement plans) in
                 amounts up to $10,000 per day through the transfer agent. You
                 must complete an authorization form to authorize telephone
                 redemptions. If eligible, you may request redemptions by tel-
                 ephone on any day the New York Stock Exchange is open. Call
                 the transfer agent at 1-800-451-2010 between 9:00 a.m. and
                 5:00 p.m. (Eastern time). Requests received after the close
                 of regular trading on the Exchange are priced at the net
                 asset value next determined.

                 Your redemption proceeds can be sent by check to your address
                 of record or by wire transfer to a bank account designated on
                 your authorization form. You may be charged a fee for wire
                 transfers. You must submit a new authorization form to change
                 the bank account designated to receive wire transfers and you
                 may be asked to provide certain other documents.
--------------------------------------------------------------------------------
     Automatic   You can arrange for the automatic redemption of a portion of
          cash   your shares on a monthly or quarterly basis. To qualify you
    withdrawal   must own shares of the fund with a value of at least $10,000
         plans   and each automatic redemption must be at least $50. If your
                 shares are subject to a deferred sales charge, the sales
                 charge will be waived if your automatic payments do not
                 exceed 1% per month of the value of your shares subject to a
                 deferred sales charge.

                 The following conditions apply:

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

                 For more information, contact your Salomon Smith Barney
                 Financial Consultant or dealer representative or consult the
                 SAI.

                                                  Smith Barney Mutual Funds   19

Other things to know about share transactions

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

.Name of the fund
.Account number
.Class of shares being bought, exchanged or redeemed .Dollar amount or number of shares being bought, exchanged or redeemed

.Signature of each owner exactly as the account is registered

The transfer agent will try to confirm that any telephone exchange or redemp- tion request is genuine by recording calls, asking the caller to provide a per- sonal identification number for the account, sending you a written confirmation or requiring other confirmation procedures from time to time.

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

.Are redeeming over $10,000 of shares
.Are sending signed share certificates or stock powers to the transfer agent .Instruct the transfer agent to mail the check to an address different from the one on your account
.Changed your account registration
.Want the check paid to someone other than the account owner(s) .Are transferring the redemption proceeds to an account with a different regis- tration

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

The fund has the right to:

.Suspend the offering of shares
.Waive or change minimum and additional investment amounts .Reject any purchase or exchange order
.Change, revoke or suspend the exchange privilege .Suspend telephone transactions

20 Mid Cap Blend Fund

.Suspend or postpone redemptions of shares on any day when trading on the New York Stock Exchange is restricted, or as otherwise permitted by the Securi- ties and Exchange Commission

.Pay redemption proceeds by giving you securities. You may pay transaction costs to dispose of the securities.

Small account balances If your account falls below $500 because of a redemption of fund shares, the fund may ask you to bring your account up to $500. If your account is still below $500 after 60 days, the fund may close your account and send you the redemption proceeds.

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

Share certificates The fund does not issue share certificates unless a written request is made to the transfer agent. If you hold share certificates it will take longer to exchange or redeem shares.

Smith Barney Mutual Funds 21

Smith Barney 401(k) and ExecChoice TM programs

You may be eligible to participate in the Smith Barney 401(k) program or the Smith Barney ExecChoice(TM) program. The fund offers Class A and Class L shares to participating plans as investment alternatives under the programs. You can meet minimum investment and exchange amounts by combining the plan's invest- ments in any of the Smith Barney funds.

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

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

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

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

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

For more information, call your Salomon Smith Barney Financial Consultant or the transfer agent, or consult the SAI.

22 Mid Cap Blend Fund

Dividends, distributions and taxes

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

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

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

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

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

Smith Barney Mutual Funds 23

Share price

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

The fund generally values its fund securities based on market prices or quota- tions. The fund's currency conversions are done when the London stock exchange closes, which is 12 noon Eastern time. When reliable market prices or quota- tions are not readily available, or when the value of a security has been mate- rially affected by events occurring after a foreign exchange closes, the fund may price those securities at fair value. Fair value is determined in accor- dance with procedures approved by the fund's board. A fund that uses fair value to price securities may value those securities higher or lower than another fund using market quotations to price the same securities.

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

In order to buy, redeem or exchange shares at that day's price, you must place your order with your Salomon Smith Barney Financial Consultant or dealer repre- sentative before the New York Stock Exchange closes. If the Exchange closes early, you must place your order prior to the actual closing time. Oth- erwise, you will receive the next business day's price.

Salomon Smith Barney or members of the selling group must transmit all orders to buy, exchange or redeem shares to the fund's agent before the agent's close of business.

24 Mid Cap Blend Fund

Financial highlights

The financial highlights tables are intended to help you understand the perfor- mance of each class since inception.
Certain information reflects financial results for a single share.
Total return represents the rate that a shareholder would have earned (or lost) on a fund share assuming reinvestment of all dividends and distributions. The information in the following tables was audited by KPMG LLP, independent accountants, whose report, along with the fund's financial statements, are included in the annual report (available upon request). No information is pres- ent for Class Y shares because no shares were outstanding during this fiscal period.

For a Class A share of capital stock outstanding throughout the period ended November 30:

                                       1998(/1/)
------------------------------------------------
 Net asset value, beginning of period   $ 11.40
------------------------------------------------
 Income from operations:
 Net investment income                     0.02
 Net realized and unrealized gain          2.21
------------------------------------------------
 Total income from operations              2.23
------------------------------------------------
 Less distributions from:
 Net realized gains                         --
------------------------------------------------
 Total distributions                        --
------------------------------------------------
 Net asset value, end of period         $ 13.63
------------------------------------------------
 Total return++                           19.56%
------------------------------------------------
 Net assets, end of period (000)'s      $36,760
------------------------------------------------
 Ratios to average net assets+:
 Expenses                                  1.27%
 Net investment income                     0.78
------------------------------------------------
 Portfolio turnover rate                     15%
------------------------------------------------

(/1/)For the period from September 1, 1998 (inception date) to November 30, 1998.

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

+ Annualized.

                                       1998(/1/)
------------------------------------------------
 Net asset value, beginning of period   $ 11.40
------------------------------------------------
 Income from operations:
 Net investment income                     0.00*
 Net realized and unrealized gain          2.20
------------------------------------------------
 Total income from operations              2.20
------------------------------------------------
 Less distributions from:
 Net realized gains                         --
------------------------------------------------
 Total distributions                        --
------------------------------------------------
 Net asset value, end of period         $ 13.60
------------------------------------------------
 Total return++                           19.30%
------------------------------------------------
 Net assets, end of period (000)'s      $69,153
------------------------------------------------
 Ratios to average net assets+:
 Expenses                                  2.01%
 Net investment income                     0.02
------------------------------------------------
 Portfolio turnover rate                     15%
------------------------------------------------

(/1/) For the period from September 1, 1998 (inception date) to November 30, 1998.

* Amount represents less than $0.01.

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

+ Annualized.

                                       1998(/1/)
------------------------------------------------
 Net asset value, beginning of period   $ 11.40
------------------------------------------------
 Income from operations:
 Net investment income                     0.00*
 Net realized and unrealized gain          2.20
------------------------------------------------
 Total income from operations              2.20
------------------------------------------------
 Less distributions from:
 Net realized gains                         --
------------------------------------------------
 Total distributions                        --
------------------------------------------------
 Net assets value, end of period        $ 13.60
------------------------------------------------
 Total return++                           19.30%
------------------------------------------------
 Net assets, end of period (000)'s      $45,045
------------------------------------------------
 Ratios to average net assets+:
 Expenses                                  2.01%
 Net investment income                     0.03
------------------------------------------------
 Portfolio turnover rate                     15%
------------------------------------------------

(/1/) For the period from September 1, 1998 (inception date) to November 30, 1998.

* Amount represents less than $0.01.

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

+ Annualized.

Smith Barney Mutual Funds 27

Mid Cap Blend Fund

An investment portfolio of Smith Barney Investment Trust

Shareholder reports Annual and semiannual reports to shareholders provide addi- tional information about the fund's investments. These reports discuss the mar- ket conditions and investment strategies that affected the fund's performance.

The fund sends only one report to a household if more than one account has the same address. Contact your Salomon Smith Barney Financial Consultant, dealer representative or the transfer agent if you do not want this policy to apply to you.

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

You can make inquiries about the fund or obtain shareholder reports or the statement of additional information (without charge) by contacting your Salomon Smith Barney Financial Consultant or dealer representative, by calling the fund at 1-800-451-2010, or by writing to the fund at Smith Barney Mutual Funds, 388 Greenwich Street, MF2, New York, New York 10013.

Visit our web site. Our web site is located at www.smithbarney.com

You can also review the fund's shareholder reports, prospectus and statement of additional information at the Securities and Exchange Commission's Public Ref- erence Room in Washington, D.C. You can get copies of these materials for a fee by writing to the Public Reference Section of the Commission, Washington, D.C. 20549-6009. Information about the public reference room may be obtained by calling 1-800-SEC-0330. You can get the same reports and information free from the Commission's Internet web site--www.sec.gov

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

Salomon Smith Barney is a service mark of Salomon Smith Barney Inc.

(Investment Company Act file no. 811-06444)

[FD01499 3/99]

[LOGO] Smith Barney Mutual Funds
Investing for your future.
Every day./(R)/

PROSPECTUS

S&P 500 Index Fund

Class A and D Shares

March 30, 1999

The Securities and Exchange Commission has not approved or disapproved these securities or deter- mined whether this prospectus is accurate or com- plete. Any statement to the contrary is a crime.

Fund goal and strategies....................................................   2
Risks, performance and expenses.............................................   3
More on the fund's investments..............................................   6
Management..................................................................   8
Choosing a class of shares to buy...........................................  10
Buying shares...............................................................  11
Exchanging shares...........................................................  12
Redeeming shares............................................................  13
Other things to know
about share transactions....................................................  15
Smith Barney 401(k) and
ExecChoiceTM programs.......................................................  17
Dividends, distributions and taxes..........................................  18
Share price.................................................................  19
Financial highlights........................................................  20

You should know: An investment in the fund is not a bank deposit and is not insured or guaranteed by the FDIC or any other government agency.

Smith Barney Mutual Funds 1

Fund goal and strategies

Investment objective
The fund seeks to provide investment results that, before expenses, correspond to the price and yield performance of the S&P 500 Index. The fund will hold a broadly diversified portfolio of common stocks that is comparable to the S&P 500 Index in terms of economic sector weightings, market capitalization and liquidity.

Key investments
The fund invests at least 80% of its assets in common stocks included in the S&P 500 Index. The fund holds stocks of substantially all of the companies which comprise the S&P 500 Index, including those companies which are headquar- tered outside the U.S. The fund also enters into repurchase agreements, lends portfolio securities and uses certain types of derivative instruments to help implement its objective.

Selection process
The manager manages the fund as a "pure" index fund. This means that the man- ager does not evaluate individual companies to identify attractive investment candidates. Instead, the manager attempts to mirror the composition of the S&P 500 Index as closely as possible by adjusting the fund's portfolio daily to reflect the companies included in the index and their weightings. The fund does not mirror the index exactly because, unlike the index, the fund must maintain a portion of its assets in cash and liquid securities to meet redemption requests and pay the fund's expenses.

The S&P 500 Index is one of the mostly widely used benchmarks of U.S. equity performance. The index consists of 500 stocks chosen for market capitalization, liquidity and industry group representation. The index is market-value- weighted, so the larger of the 500 companies have a bigger impact on the per- formance of the index. The index is unmanaged and does not have to maintain liquidity to meet redemption requests or pay expenses.

2 S&P 500 Index Fund

Risks, performance and expenses

Principal risks of investing in the fund

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

. The S&P 500 Index goes down, or performs poorly relative to other U.S. equity indexes or individual stocks
. An adverse company specific event, such as an unfavorable earnings report, negatively affects the stock price of one of the larger companies in the S&P 500 Index
. The stocks of companies which comprise the S&P 500 Index fall out of favor with investors

Because the fund is managed as an index fund, it will not ordinarily sell a portfolio security because of the security's poor performance. The fund nor- mally buys or sells a portfolio security only to reflect additions or deletions of stocks that comprise the S&P 500 Index or to adjust their relative weightings. Although the manager seeks to replicate the performance of the S&P 500 Index, the fund may underperform the index even before deducting expenses because the fund must maintain a portion of its assets in liquid short-term debt securities which historically have generated significantly lower returns than common stocks.

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

. Are seeking to participate in the long term growth potential of U.S. large capitalization stocks
. Are seeking an investment which tracks the performance of the S&P 500 Index

. Are looking for an investment with potentially greater return but higher risk than a fund investing primarily in fixed income securities
. Are willing to accept the risks of the stock market

INVESTMENT MANAGEMENT AND OTHER SERVICES