-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FgoZ+WYhHNkFC5wLL3tnaUahRMZj5J75YGulpUyS3uvvKXiARE/NWx28+1Tp/qko hhOcMfg72rSLjSX89cQWwQ== 0001193125-03-070866.txt : 20031031 0001193125-03-070866.hdr.sgml : 20031031 20031031153120 ACCESSION NUMBER: 0001193125-03-070866 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030831 FILED AS OF DATE: 20031031 EFFECTIVENESS DATE: 20031031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMITH BARNEY SHEARSON AGGRESSIVE GROWTH FUND INC CENTRAL INDEX KEY: 0000720506 IRS NUMBER: 061088990 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-03762 FILM NUMBER: 03969868 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN BROTHERS AGGRESSIVE GROWTH FUND INC DATE OF NAME CHANGE: 19930326 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN AGGRESSIVE GROWTH FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON AGGRESSIVE GROWTH FUND INC DATE OF NAME CHANGE: 19880509 N-CSR 1 dncsr.txt SMITH BARNEY AGGRESSIVE GROWTH FUND INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-3762 Smith Barney Aggressive Growth Fund Inc. (Exact name of registrant as specified in charter) 125 Broad Street, New York, NY 10004 (Address of principal executive offices) (Zip code) Christina T. Sydor, Esq. Smith Barney Fund Management LLC 300 First Stamford Place Stamford, CT 06902 (Name and address of agent for service) Registrant's telephone number, including area code: (800) 451-2010 Date of fiscal year end: August 31 Date of reporting period: August 31, 2003 ITEM 1. REPORT TO STOCKHOLDERS. The Annual Report to Stockholders is filed herewith. SMITH BARNEY AGGRESSIVE GROWTH FUND INC. CLASSIC SERIES | ANNUAL REPORT | AUGUST 31, 2003 [LOGO] Smith Barney Mutual Funds Your Serious Money. Professionally Managed./R/ Your Serious Money. Professionally Managed./R/ is a registered service mark of Citigroup Global Markets Inc. NOT FDIC INSURED . NOT BANK GUARANTEED . MAY LOSE VALUE [PHOTO OF RICHIE FREEMAN] RICHIE FREEMAN PORTFOLIO MANAGER Classic Series [GRAPHIC] Annual Report . August 31, 2003 SMITH BARNEY AGGRESSIVE GROWTH FUND RICHIE FREEMAN Richie Freeman has more than 28 years of securities business experience and has been managing the Fund since its inception in 1983. Education: BS from Brooklyn College, MBA from New York University FUND OBJECTIVE The Fund seeks capital appreciation. It seeks to achieve this objective by investing primarily in common stocks of companies that the manager believes are experiencing, or will experience, growth in earnings that exceeds the average rate of earnings growth of the companies which comprise the S&P 500 Index. FUND FACTS FUND INCEPTION ----------------- October 24, 1983 MANAGER INVESTMENT INDUSTRY EXPERIENCE ----------------- 28 Years What's Inside Letter from the Chairman.............................................. 1 Manager Overview...................................................... 2 Fund Performance...................................................... 4 Historical Performance................................................ 5 Schedule of Investments............................................... 6 Statement of Assets and Liabilities................................... 9 Statement of Operations............................................... 10 Statements of Changes in Net Assets................................... 11 Notes to Financial Statements......................................... 12 Financial Highlights.................................................. 16 Independent Auditors' Report.......................................... 18 Additional Information................................................ 19
LETTER FROM THE CHAIRMAN [PHOTO] R. Jay Gerken, CFA Chairman, President and Chief Executive Officer Dear Shareholder, There are few traits as revered in American culture as longevity and consistency. I recall the national outpouring of affection a few years ago for Baltimore's Cal Ripken when he broke Yankee great Lou Gehrig's "unsurpassable" mark of 2,130 consecutive baseball games played. We seem in awe of people who get the job done well, day in and day out, year after year. In October, the Smith Barney Aggressive Growth Fund Inc. ("Fund") will celebrate its 20th anniversary. Since its birth on October 24, 1983, it has been skippered by Richie Freeman. In the grand scheme of things, two decades might not seem like such a long time. But consider: Today, the average tenure of large-cap growth managers is less than five years. As Barron's stated recently, Richie is, "the don of the large-cap growth category." From the beginning, Richie has never wavered from the original philosophy behind the Fund. In his words: "To design a true growth portfolio, I believe in investing in companies not just for a quarter or two but for five years, ten years, and even longer. If I've made wise choices, these companies will compound their earnings growth over time for the portfolio, providing much better results than a rapid trading strategy. As the old adage goes, 'The real money is made in the sitting, not in the trading.' " While the average fund in Morningstar's large-cap growth fund category turns over its portfolio at an annual rate of 147%, the Aggressive Growth Fund's turnover is only 1%./1/ The Fund has adhered to that buy-and-hold philosophy even during difficult years, such as 1996 and 2002, when the doubting Thomases questioned its validity. Over the years, investment fads have come and gone and asset styles have gone in and out of favor. The Aggressive Growth Fund has kept its focus on building a pure growth portfolio and giving it time to bear fruit, ever mindful that it is your money that is in our care. Rest assured, that focus will not diminish. Working alongside Richie as I have for some 15 years, I am sure he is blushing at these words. Given his choice, he would probably have chosen remarks akin to those of Yogi Berra upon a similar occasion, "Thank you for making this day necessary." Thank you for entrusting your assets to the Smith Barney Aggressive Growth Fund Inc. We look forward to helping you continue to meet your long-term financial goals in the coming years and decades. Sincerely, /s/ R. Jay Gerken R. Jay Gerken, CFA Chairman, President and Chief Executive Officer September 15, 2003 /1/ Turnover is a measure of a fund's trading activity during its previous fiscal year, expressed as a percentage of its average total assets. A turnover ratio of 100% or more does not necessarily suggest that all securities in the portfolio have been traded. In practical terms, the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. There is no assurance that a fund will maintain its current level of turnover. 1 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report MANAGER OVERVIEW Performance Review For the 12 months ended August 31, 2003, Class A shares of the Fund, without sales charges, returned 25.90%. These shares performed better than the Fund's unmanaged benchmark, the Russell 3000 Growth Index,/i/ which returned 15.38% for the same period. They also outperformed the average of the Fund's Lipper peer group of multi-cap growth funds, which returned 21.07% for the same period./1/ The strength in the Fund was broadly based, with particularly good performance demonstrated by holdings in the healthcare and financial services sectors including Genzyme Corp., Amgen Inc., Merrill Lynch & Co., Inc. and Lehman Brothers Holdings, Inc. Market Overview Rarely does history repeat itself in the stock market, yet there are remarkable similarities between the performance of stocks before and after the Iraq confrontations in 1991 and 2003. In both cases, the equity markets declined prior to the onset of armed conflict, related at least in part to a sharp rise in the price of crude oil. Traders feared a possible disruption to energy supplies during the fighting. When it became evident, in both instances, that the United States would prove victorious with little to no disruption to energy supplies, the stock market staged a strong rally and the price of oil declined. The U.S. economy was in recession prior to the conflict in 1991, aggravated by the surge in energy prices following Iraq's occupation of Kuwait. In early 2003, while no longer officially in recession, the U.S. economy was quite weak, having never fully recovered from the terrorist strikes in 2001 and effects of the unwinding of the speculative stock market bubble of the late 1990's. In both cases, the quick victories in Iraq led to pickups in the U.S. economy and in equity prices. While some will call March the start of the 2003 stock market rally, we wrote in the last shareholder report in February that its seeds were sown in the summer of 2002. "Importantly, while the market averages made little forward progress in the months since the July lows, some market indicators have improved and we detect a strengthening in its underlying technical condition. For example, fewer stocks recorded new 52-week-lows at the October 2002 trough than were seen in July, and fewer still recorded new lows on the most recent decline. We also believe that the public's sentiment towards equities has gotten progressively more pessimistic and that this negativity has been reflected in the near record levels of bearish sentiment as measured by various weekly surveys. From a contrarian standpoint, this increase in bearish sentiment and investor skepticism is actually good news in that it reflects actions already taken by investors." The Federal Reserve Board has remained extremely accommodative having cut short-term interest rates 13 times since 2000. It has also indicated to the markets that it intends to keep short-term rates low for an extended period of time as an insurance policy that economic growth will not just resume, but will be sustained. Long-term interest rates rose sharply during the summer following a plunge to the lowest levels seen in two generations. The steepening of the yield curve/ii/ is a typical consequence of an improving tone in the economy. /1/ Lipper is a major independent mutual-fund tracking organization. Average annual returns are based on the 12-month period ended August 31, 2003, calculated among 384 funds in the multi-cap growth funds category with reinvestment of dividends and capital gains excluding sales charges. 2 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report Portfolio Update Following weak performance into the July 2002 lows, biotechnology and other healthcare securities staged strong recoveries and were contributors to the Fund's performance. One notable stock, which was a significant positive contributor to the Fund's results was ImClone Systems Inc., the biotechnology company better known for the much-publicized transgressions of its former management team than for the potential of its experimental drug, Erbitux. After having taken profits in the shares in late 2001, we added to the Fund's position early this year, with the belief that the tumor fighting activity of its oncology compound was significant and was not being reflected in its share price. The biotechnology sector generally performed well in the most recent year, as many of its participants continued to generate strong earnings and displayed progress in bringing new products through clinical trials to commercialization. In the six months ending in September, IGEN International, Inc., a diagnostics firm, accepted a merger offer from Roche. We took partial profits in IGEN's shares following the announcement. In the financial sector, an accommodative Fed, combined with a recovery in the equity market, helped improve the earnings and stock prices of Merrill Lynch and Lehman Brothers. Also, in the last six months, two of the Fund's financial holdings accepted merger offers. Lehman Brothers offered to acquire Neuberger Berman Inc., the New York-based money management firm, and New York Community Bancorp offered to acquire Roslyn Bancorp, Inc., the Long Island, New York-based thrift. Two securities that detracted from results in the past year were IDEC Pharmaceuticals Corp. and Micron Technology, Inc. In July, IDEC announced a merger agreement with Biogen Inc., which will create the world's third largest independent biotechnology company. Investor reaction to the deal, at least initially, has been tepid. We see very good potential for the combined company to generate significant value through their existing marketed drugs and for Biogen's novel compound for multiple sclerosis, which is in late-stage trials. Micron underperformed because of weakness in the price of computer memory chips. In recent months we have seen a pickup in the company's business related to strength in the personal computer market. In this, our 20th Anniversary Year for the Smith Barney Aggressive Growth Fund Inc., we would like to thank you, the shareholders, for the confidence you have shown in allowing us to manage your investment. We take this responsibility quite seriously and will continue to strive for excellence in helping you to achieve your investment objectives. Sincerely, /s/ Richard A. Freeman Richard A. Freeman Vice President and Investment Officer September 19, 2003 The information provided in this letter by the Manager is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole. Portfolio holdings and breakdowns are as of August 31, 2003 and are subject to change. Please refer to pages 6 through 8 for a list and percentage breakdown of the Fund's holdings. /i/ Russell 3000 Growth Index measures the performance of those Russell 3000 companies with higher price-to-book ratios and higher forecasted growth values. Please note that an investor cannot invest directly in an index. /ii/ The yield curve is the graphical depiction of the relationship between the yield on bonds of the same credit quality but different maturities. 3 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report AVERAGE ANNUAL TOTAL RETURNS+ (UNAUDITED)
Without Sales Charges/(1)/ ------------------------------ Class A Class B Class L Class Y - ------------------------------------------------------------------- Twelve Months Ended 8/31/03 25.90% 24.90% 24.98% 26.42% - ------------------------------------------------------------------- Five Years Ended 8/31/03 19.04 18.08 18.14 19.47 - ------------------------------------------------------------------- Ten Years Ended 8/31/03 15.40 14.49 14.54 N/A - ------------------------------------------------------------------- Inception* through 8/31/03 14.23 14.73 15.25 14.47++ - ------------------------------------------------------------------ With Sales Charges/(2)/ ------------------------------ Class A Class B Class L Class Y - ------------------------------------------------------------------- Twelve Months Ended 8/31/03 19.60% 19.90% 22.74% 26.42% - ------------------------------------------------------------------- Five Years Ended 8/31/03 17.82 17.97 17.90 19.47 - ------------------------------------------------------------------- Ten Years Ended 8/31/03 14.81 14.49 14.42 N/A - ------------------------------------------------------------------- Inception* through 8/31/03 13.93 14.73 15.14 14.47++ - ------------------------------------------------------------------
CUMULATIVE TOTAL RETURNS+ (UNAUDITED)
Without Sales Charges/(1)/ - ------------------------------------------------------------------------------- Class A (8/31/93 through 8/31/03) 318.92% - ------------------------------------------------------------------------------- Class B (8/31/93 through 8/31/03) 286.85 - ------------------------------------------------------------------------------- Class L (8/31/93 through 8/31/03) 288.55 - ------------------------------------------------------------------------------- Class Y (Inception* through 8/31/03) 178.74++ - -------------------------------------------------------------------------------
(1) Assumes reinvestment of all dividends and capital gain distributions, if any, at net asset value and does not reflect the deduction of the applicable sales charges with respect to Class A and L shares or the applicable contingent deferred sales charges ("CDSC") with respect to Class B and L shares. (2) Assumes reinvestment of all dividends and capital gain distributions, if any, at net asset value. In addition, Class A and L shares reflect the deduction of the maximum initial sales charges of 5.00% and 1.00%, respectively; Class B shares reflect the deduction of a 5.00% CDSC, which applies if shares are redeemed within one year from purchase payment. Thereafter, this CDSC declines by 1.00% per year until no CDSC is incurred. Class L shares also reflect the deduction of a 1.00% CDSC, which applies if shares are redeemed within one year from purchase payment. + The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. * Inception dates for Class A, B, L and Y shares are October 24, 1983, November 6, 1992, May 13, 1993 and October 12, 1995, respectively. ++ Performance calculations for Class Y shares use January 31, 1996 as the inception date since all Class Y shares were redeemed during November 1995 and new shares in Class Y were not purchased until January 31, 1996. 4 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report HISTORICAL PERFORMANCE (UNAUDITED) Value of $10,000 Invested in Class A Shares of the Smith Barney Aggressive Growth Fund Inc. vs. Russell 3000 Growth Index+ - -------------------------------------------------------------------------------- August 1993 -- August 2003 [CHART] Smith Barney Aggressive Growth Fund Inc. - Russell 3000 Class A Shares Growth Index ------------------ -------------- Aug 1993 $ 9,501 $10,000 Aug 1994 10,777 10,625 Aug 1995 14,221 13,262 Aug 1996 13,163 15,570 Aug 1997 19,628 21,401 Aug 1998 16,653 22,396 Aug 1999 34,042 33,139 Aug 2000 56,139 44,360 Aug 2001 46,454 24,571 Aug 2002 31,612 19,065 Aug 2003 39,800 21,997 + Hypothetical illustration of $10,000 invested in Class A shares on August 31, 1993, assuming deduction of the maximum 5.00% sales charge at the time of investment and reinvestment of dividends and capital gains, if any, at net asset value through August 31, 2003. The Russell 3000 Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. The Index is unmanaged and is not subject to the same management and trading expenses as a mutual fund. Please note that an investor cannot invest directly in an index. The performance of the Fund's other classes may be greater or less than the Class A shares' performance indicated on this chart, depending on whether greater or lesser sales charges and fees were incurred by shareholders investing in the other classes. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. All figures represent past performance and are not a guarantee of future results. The performance data represents past performance including the investment return and principal value of an investment, which will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. 5 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report SCHEDULE OF INVESTMENTS AUGUST 31, 2003
SHARES SECURITY VALUE - ------------------------------------------------------------ COMMON STOCK -- 93.9% Aerospace & Defense -- 1.9% 2,500,000 L-3 Communications Holdings, Inc.* $ 127,725,000 - ------------------------------------------------------------ Banks -- 2.3% 3,000,000 Astoria Financial Corp. 96,420,000 2,330,000 Roslyn Bancorp, Inc. 53,566,700 - ------------------------------------------------------------ 149,986,700 - ------------------------------------------------------------ Biotechnology -- 21.9% 200,000 Albany Molecular Research, Inc.* 3,068,000 1,550,000 Alkermes, Inc.* 17,840,500 5,700,000 Amgen Inc.* 375,630,000 599,500 AP Pharma, Inc.* 1,073,105 6,800,000 Chiron Corp.* 345,576,000 266,000 Genentech, Inc.* 21,120,400 5,736,811 Genzyme Corp.* 270,490,639 4,800,000 IDEC Pharmaceuticals Corp.* 166,800,000 2,881,450 ImClone Systems Inc.* 121,107,343 1,050,000 Isis Pharmaceuticals, Inc.* 6,951,000 6,040,000 Millennium Pharmaceuticals, Inc.* 83,956,000 880,000 Nabi Biopharmaceuticals 5,640,800 750,000 Nanogen, Inc.* 2,565,000 200,000 Tularik Inc.* 2,026,000 1,900,000 Vertex Pharmaceuticals Inc.* 23,940,000 - ------------------------------------------------------------ 1,447,784,787 - ------------------------------------------------------------ Commingled Fund -- 2.0% 4,000,000 Nasdaq-100 Index Tracking Stock* 133,560,000 - ------------------------------------------------------------ Communications Equipment -- 2.4% 3,000,000 C-COR.net Corp.* 16,320,000 7,500,000 Motorola, Inc. 80,475,000 675,072 Nokia Oyj 11,011,452 2,924,928 Nokia Oyj, Sponsored ADR 47,647,077 - ------------------------------------------------------------ 155,453,529 - ------------------------------------------------------------ Computers & Peripherals -- 2.8% 350,000 Drexler Technology Corp.* 6,377,000 8,595,000 Maxtor Corp.* 98,240,850 6,150,000 Quantum Corp.* 18,573,000 1,000,000 SanDisk Corp.* 60,460,000 - ------------------------------------------------------------ 183,650,850 - ------------------------------------------------------------ Diversified Financials -- 11.3% 897,100 CIT Group Inc. 24,445,975 30,000 The Goldman Sachs Group, Inc. 2,654,700 5,000,000 Lehman Brothers Holdings, Inc. 328,650,000 4,400,000 Merrill Lynch & Co., Inc. 236,632,000 3,668,000 Neuberger Berman Inc. 152,075,280 - ------------------------------------------------------------ 744,457,955 - ------------------------------------------------------------ Diversified Telecommunication Services -- 0.3% 800,000 AT&T Corp. 17,840,000 - ------------------------------------------------------------
See Notes to Financial Statements. 6 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report SCHEDULE OF INVESTMENTS (CONTINUED) AUGUST 31, 2003
SHARES SECURITY VALUE - --------------------------------------------------------------------------- Electronic Equipment & Instruments -- 0.3% 689,000 Excel Technology, Inc.* $ 18,789,030 - --------------------------------------------------------------------------- Energy Equipment & Services -- 4.8% 1,447,500 Core Laboratories N.V.* 19,324,125 5,099,700 Grant Prideco, Inc.* 59,156,520 6,400,000 Weatherford International Ltd.* 240,512,000 - --------------------------------------------------------------------------- 318,992,645 - --------------------------------------------------------------------------- Healthcare Equipment & Supplies -- 0.9% 964,400 Biosite Inc. 44,748,160 1,815,000 Cygnus, Inc.* 889,350 87,500 Cytyc Corp.* 1,144,500 200,000 IGEN International, Inc.* 11,672,000 - --------------------------------------------------------------------------- 58,454,010 - --------------------------------------------------------------------------- Healthcare Providers & Services -- 7.5% 10,000,000 UnitedHealth Group Inc. 494,300,000 - --------------------------------------------------------------------------- Industrial Conglomerates -- 2.8% 9,025,000 Tyco International Ltd. 185,734,500 - --------------------------------------------------------------------------- Machinery -- 0.1% 209,100 Pall Corp. 5,227,500 - --------------------------------------------------------------------------- Media -- 13.1% 10,600,000 AOL Time Warner Inc.*+ 173,416,000 7,850,000 Cablevision Systems -- NY Group, Class A Shares* 158,177,500 1,394,000 Comcast Corp., Class A Shares* 41,471,500 7,900,000 Comcast Corp., Special Class A Shares* 224,044,000 14,550,000 Liberty Media Corp., Class A Shares* 176,055,000 200,000 Source Interlink Cos., Inc.* 1,584,000 1,736,000 Viacom Inc., Class B Shares 78,120,000 1,100,000 World Wrestling Entertainment, Inc. 11,110,000 - --------------------------------------------------------------------------- 863,978,000 - --------------------------------------------------------------------------- Pharmaceuticals -- 10.3% 8,000,000 Forest Laboratories, Inc.* 376,000,000 3,600,000 ICN Pharmaceuticals, Inc. 63,000,000 2,156,000 Johnson & Johnson 106,894,480 5,150,000 King Pharmaceuticals, Inc.* 72,357,500 768,303 Pfizer Inc. 22,987,626 2,100,000 SICOR Inc.* 41,685,000 - --------------------------------------------------------------------------- 682,924,606 - --------------------------------------------------------------------------- Semiconductor Equipment & Products -- 6.4% 1,050,000 Cabot Microelectronics Corp.* 68,449,500 3,720,000 Cirrus Logic, Inc.* 20,906,400 1,000,000 Cree, Inc.* 15,820,000 1,170,000 DSP Group, Inc.* 31,847,400 3,280,000 Intel Corp. 93,873,600 7,200,000 Micron Technology, Inc.* 103,392,000 4,000,000 RF Micro Devices, Inc.* 35,280,000 630,000 Standard Microsystems Corp.* 12,644,100 2,103,640 Teradyne, Inc.* 37,507,901 - --------------------------------------------------------------------------- 419,720,901 - ---------------------------------------------------------------------------
See Notes to Financial Statements. 7 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report SCHEDULE OF INVESTMENTS (CONTINUED) AUGUST 31, 2003
SHARES SECURITY VALUE - ----------------------------------------------------------------------------------------------------------------------- Software -- 1.0% 1,100,000 Advent Software, Inc.* $ 18,590,000 675,000 Autodesk, Inc. 12,082,500 680,800 Microsoft Corp. 18,054,816 785,500 RSA Security Inc.* 9,488,840 650,000 Verity, Inc.* 7,748,000 - ----------------------------------------------------------------------------------------------------------------------- 65,964,156 - ----------------------------------------------------------------------------------------------------------------------- Specialty Retail -- 0.0% 431,000 Charming Shoppes, Inc.* 2,586,000 - ----------------------------------------------------------------------------------------------------------------------- Wireless Telecommunication Services -- 1.8% 13,800,000 AT&T Wireless Services Inc.* 118,956,000 - ----------------------------------------------------------------------------------------------------------------------- TOTAL COMMON STOCK (Cost -- $5,508,424,442) 6,196,086,169 - ----------------------------------------------------------------------------------------------------------------------- FACE AMOUNT SECURITY VALUE - ----------------------------------------------------------------------------------------------------------------------- REPURCHASE AGREEMENT -- 6.1% $404,444,000 UBS PaineWebber Inc., 1.000% due 9/2/03; Proceeds at maturity -- $404,488,938; (Fully collateralized by U.S. Treasury Notes and Bonds, 1.500% to 4.375% due 5/31/04 to 8/15/13; Market value -- $412,533,539) (Cost -- $404,444,000) 404,444,000 - ----------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENTS -- 100.0% (Cost -- $5,912,868,442**) $6,600,530,169 - -----------------------------------------------------------------------------------------------------------------------
* Non-income producing security. + Subsequent to the reporting period, the company changed its name to Time Warner Inc. ** Aggregate cost for Federal income tax purposes is $5,913,193,541. See Notes to Financial Statements. 8 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report STATEMENT OF ASSETS AND LIABILITIES AUGUST 31, 2003 ASSETS: Investments, at value (Cost -- $5,912,868,442) $6,600,530,169 Cash 20 Receivable for Fund shares sold 17,635,254 Dividends and interest receivable 2,096,149 Receivable for securities sold 1,895,293 - ----------------------------------------------------------------------------- Total Assets 6,622,156,885 - ----------------------------------------------------------------------------- LIABILITIES: Payable for securities purchased 5,053,392 Payable for Fund shares reacquired 3,895,218 Investment advisory fee payable 3,246,141 Administration fee payable 1,082,047 Distribution plan fees payable 1,074,063 Accrued expenses 870,278 - ----------------------------------------------------------------------------- Total Liabilities 15,221,139 - ----------------------------------------------------------------------------- Total Net Assets $6,606,935,746 - ----------------------------------------------------------------------------- NET ASSETS: Par value of capital shares $ 881,032 Capital paid in excess of par value 6,015,467,177 Accumulated net realized loss from investment transactions (97,074,190) Net unrealized appreciation of investments 687,661,727 - ----------------------------------------------------------------------------- Total Net Assets $6,606,935,746 - ----------------------------------------------------------------------------- Shares Outstanding: Class A 29,751,409 - ------------------------------------------------------------------------------ Class B 27,779,973 - ------------------------------------------------------------------------------ Class L 19,708,761 - ------------------------------------------------------------------------------ Class Y 10,863,093 - ------------------------------------------------------------------------------ Net Asset Value: Class A (and redemption price) $78.36 - ------------------------------------------------------------------------------ Class B * $71.43 - ------------------------------------------------------------------------------ Class L * $71.79 - ------------------------------------------------------------------------------ Class Y (and redemption price) $80.67 - ------------------------------------------------------------------------------ Maximum Public Offering Price Per Share: Class A (net asset value plus 5.26% of net asset value per share) $82.48 - ------------------------------------------------------------------------------ Class L (net asset value plus 1.01% of net asset value per share) $72.52 - -----------------------------------------------------------------------------
* Redemption price is NAV of Class B and L shares reduced by a 5.00% and 1.00% CDSC, respectively, if shares are redeemed within one year from purchase payment (See Note 2). See Notes to Financial Statements. 9 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report STATEMENT OF OPERATIONS FOR THE YEAR ENDED AUGUST 31, 2003 INVESTMENT INCOME: Dividends $ 17,916,332 Interest 1,464,550 Less: Foreign withholding tax (163,732) - ----------------------------------------------------------------------------- Total Investment Income 19,217,150 - ----------------------------------------------------------------------------- EXPENSES: Distribution plan fees (Note 5) 32,914,173 Investment advisory fee (Note 2) 31,937,600 Administration fee (Note 2) 10,645,867 Shareholder servicing fees (Note 5) 8,086,347 Shareholder communications (Note 5) 301,128 Custody 251,469 Registration fees 111,881 Audit and legal 83,537 Directors' fees 52,505 Other 54,482 - ----------------------------------------------------------------------------- Total Expenses 84,438,989 - ----------------------------------------------------------------------------- Net Investment Loss (65,221,839) - ----------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES (NOTE 3): Realized Gain (Loss) From: Investment transactions (41,274,552) Foreign currency transactions 6,426 - ----------------------------------------------------------------------------- Net Realized Loss (41,268,126) - ----------------------------------------------------------------------------- Change in Net Unrealized Appreciation (Depreciation) of Investments: Beginning of year (675,592,107) End of year 687,661,727 - ----------------------------------------------------------------------------- Increase in Net Unrealized Appreciation 1,363,253,834 - ----------------------------------------------------------------------------- Net Gain on Investments 1,321,985,708 - ----------------------------------------------------------------------------- Increase in Net Assets From Operations $1,256,763,869 - -----------------------------------------------------------------------------
See Notes to Financial Statements. 10 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED AUGUST 31,
2003 2002 - -------------------------------------------------------------------------------- OPERATIONS: Net investment loss $ (65,221,839) $ (74,127,377) Net realized loss (41,268,126) (13,538,005) Increase (decrease) in net unrealized appreciation 1,363,253,834 (2,198,174,783) - -------------------------------------------------------------------------------- Increase (Decrease) in Net Assets From Operations 1,256,763,869 (2,285,840,165) - -------------------------------------------------------------------------------- FUND SHARE TRANSACTIONS (NOTE 6): Net proceeds from sale of shares 1,876,235,063 2,567,285,879 Cost of shares reacquired (1,290,220,871) (1,372,401,474) - -------------------------------------------------------------------------------- Increase in Net Assets From Fund Share Transactions 586,014,192 1,194,884,405 - -------------------------------------------------------------------------------- Increase (Decrease) in Net Assets 1,842,778,061 (1,090,955,760) NET ASSETS: Beginning of year 4,764,157,685 5,855,113,445 - -------------------------------------------------------------------------------- End of year* $ 6,606,935,746 $ 4,764,157,685 - -------------------------------------------------------------------------------- * Includes accumulated net investment loss of: -- $(3,199) - --------------------------------------------------------------------------------
See Notes to Financial Statements. 11 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report NOTES TO FINANCIAL STATEMENTS 1. Significant Accounting Policies The Smith Barney Aggressive Growth Fund Inc. ("Fund"), a Maryland corporation, is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. The significant accounting policies consistently followed by the Fund are: (a) security transactions are accounted for on trade date; (b) securities traded on national securities markets are valued at the closing price on such markets; securities traded in the over-the-counter market and listed securities for which no sales prices were reported are valued at the mean between the bid and asked prices; securities listed on the NASDAQ National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price on that day, at the last sale price; (c) securities for which market quotations are not available will be valued in good faith at fair value by or under the direction of the Board of Directors; (d) short-term obligations with maturities of 60 days or less are valued at cost plus accreted discount, or minus amortized premium, which approximates value; (e) dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis; (f ) gains or losses on the sale of securities are calculated by using the specific identification method; ( g) class specific expenses are charged to each class; investment advisory fees and general fund expenses are allocated on the basis of relative net assets of each class or on another reasonable basis; (h) dividends and distributions to shareholders are recorded on the ex-dividend date; the Fund distributes dividends and capital gains, if any, at least annually; (i) the Fund intends to comply with the applicable provisions of the Internal Revenue Code of 1986, as amended, pertaining to regulated investment companies and to make distributions of taxable income sufficient to relieve it from substantially all Federal income and excise taxes; ( j) the accounting records of the Fund are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, and income and expenses are translated at the rate of exchange quoted on the respective date that such transactions are recorded. Differences between income and expense amounts recorded and collected or paid are adjusted when reported by the custodian; ( k) the character of income and gains to be distributed is determined in accordance with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. At August 31, 2003, reclassifications were made to the Fund's capital accounts to reflect permanent book/tax differences and income and gains available for distributions under income tax regulations. Accordingly, a portion of accumulated net investment loss amounting to $65,218,612 was reclassified to paid-in capital. Net investment income, net realized gains and net assets were not affected by this adjustment; and (l) estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. 2. Investment Advisory Agreement, Administration Agreement and Other Transactions Smith Barney Fund Management LLC ("SBFM"), an indirect wholly-owned subsidiary of Citigroup Inc. ("Citigroup"), acts as investment adviser to the Fund. The Fund pays SBFM an advisory fee calculated at an annual rate of 0.60% of the Fund's average daily net assets. This fee is calculated daily and paid monthly. SBFM also acts as the Fund's administrator for which the Fund pays a fee calculated at an annual rate of 0.20% of the Fund's average daily net assets. This fee is calculated daily and paid monthly. Citicorp Trust Bank, fsb. ("CTB"), another subsidiary of Citigroup, acts as the Fund's transfer agent. PFPC Global Fund Services ("PFPC") and Primerica Shareholder Services ("PSS"), another subsidiary of Citigroup, act as the Fund's sub-transfer agents. CTB receives account fees and asset-based fees that vary according to the size and type of account. PFPC and PSS are responsible for shareholder recordkeeping and financial processing for all shareholder accounts and are paid by CTB. For the year ended August 31, 2003, the Fund paid transfer agent fees of $10,670,476 to CTB. 12 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report NOTES TO FINANCIAL STATEMENTS (CONTINUED) Citigroup Global Markets Inc. ("CGM"), formerly known as Salomon Smith Barney Inc., and PFS Distributors, Inc., both of which are subsidiaries of Citigroup, act as the Fund's distributors. For the year ended August 31, 2003, CGM and its affiliates did not receive any brokerage commissions. There are maximum initial sales charges of 5.00% and 1.00% for Class A and L shares, respectively. There is a contingent deferred sales charge ("CDSC") of 5.00% on Class B shares, which applies if redemption occurs within one year from purchase payment and declines thereafter by 1.00% per year until no CDSC is incurred. Class L shares also have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. In certain cases, Class A shares have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. This CDSC only applies to those purchases of Class A shares, which, when combined with current holdings of Class A shares, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an initial sales charge. For the year ended August 31, 2003, CGM and its affiliates received sales charges of approximately $8,436,000 and $1,952,000 on sales of the Fund's Class A and L shares, respectively. In addition, for the year ended August 31, 2003, CDSCs paid to CGM and its affiliates were approximately:
Class A Class B Class L - ------------------------------------------------------------------------------ CDSCs $18,000 $4,565,000 $194,000 - ------------------------------------------------------------------------------
All officers and one Director of the Fund are employees of Citigroup or its affiliates. 3. Investments During the year ended August 31, 2003, the aggregate cost of purchases and proceeds from sales of investments (including maturities of long-term investments, but excluding short-term investments) were as follows: - ----------------------------------------------------------------------------- Purchases $240,072,333 - ----------------------------------------------------------------------------- Sales 64,919,693 - -----------------------------------------------------------------------------
At August 31, 2003, the aggregate gross unrealized appreciation and depreciation of investments for Federal income tax purposes were as follows: - ------------------------------------------------------------------------ Gross unrealized appreciation $ 2,132,274,971 Gross unrealized depreciation (1,444,938,343) - ------------------------------------------------------------------------ Net unrealized appreciation $ 687,336,628 - ------------------------------------------------------------------------
4. Repurchase Agreements The Fund purchases (and the custodian takes possession of ) U.S. government securities from securities dealers subject to agreements to resell the securities to the sellers at a future date (generally, the next business day), at an agreed-upon higher repurchase price. The Fund requires continual maintenance of the market value (plus accrued interest) of the collateral in amounts at least equal to the repurchase price. 13 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report NOTES TO FINANCIAL STATEMENTS (CONTINUED) 5. Class Specific Expenses Pursuant to a Distribution Plan, the Fund pays a service fee with respect to its Class A, B and L shares calculated at the annual rate of 0.25% of the average daily net assets of each respective class. The Fund also pays a distribution fee with respect to its Class B and L shares calculated at the annual rate of 0.75% of the average daily net assets of each class. For the year ended August 31, 2003, total Distribution Plan fees, which are accrued daily and paid monthly, were as follows:
Class A Class B Class L --------------------------------------------------------- Distribution Plan Fees $4,693,099 $16,623,807 $11,597,267 ---------------------------------------------------------
For the year ended August 31, 2003, total Shareholder Servicing fees were as follows:
Class A Class B Class L Class Y Class Z --------------------------------------------------------------------------- Shareholder Servicing Fees $2,915,022 $3,530,810 $1,638,497 $235 $1,783 ---------------------------------------------------------------------------
For the year ended August 31, 2003, total Shareholder Communication expenses were as follows:
Class A Class B Class L Class Y Class Z --------------------------------------------------------------------------- Shareholder Communication Expenses $90,940 $136,240 $72,498 $44 $1,406 ---------------------------------------------------------------------------
6. Capital Shares At August 31, 2003, the Fund had 100 million shares of capital stock authorized with a par value of $0.01 per share. The Fund has the ability to issue multiple classes of shares. Each share of a class represents an identical interest and has the same rights, except that each class bears certain direct expenses, including those specifically related to the distribution of its shares. Transactions in shares of each class were as follows:
Year Ended Year Ended August 31, 2003 August 31, 2002 ------------------------- ------------------------- Shares Amount Shares Amount - -------------------------------------------------------------------------------- Class A Shares sold 8,506,276 $ 582,034,110 10,671,514 $ 882,280,737 Shares reacquired (5,081,210) (341,718,810) (5,688,825) (432,856,514) - ------------------------------------------------------------------------------- Net Increase 3,425,066 $ 240,315,300 4,982,689 $ 449,424,223 - ------------------------------------------------------------------------------- Class B Shares sold 5,651,045 $ 355,363,778 10,232,684 $ 784,822,603 Shares reacquired (4,834,626) (291,969,173) (5,606,861) (390,872,960) - ------------------------------------------------------------------------------- Net Increase 816,419 $ 63,394,605 4,625,823 $ 393,949,643 - ------------------------------------------------------------------------------- Class L Shares sold 4,527,369 $ 289,298,922 7,571,927 $ 590,086,307 Shares reacquired (3,560,257) (215,242,394) (3,960,291) (274,777,079) - ------------------------------------------------------------------------------- Net Increase 967,112 $ 74,056,528 3,611,636 $ 315,309,228 - -------------------------------------------------------------------------------
14 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Year Ended Year Ended August 31, 2003 August 31, 2002 ------------------------- ------------------------- Shares Amount Shares Amount - -------------------------------------------------------------------------------- Class Y Shares sold 8,692,881 $ 604,747,099 2,739,467 $ 226,588,674 Shares reacquired (621,570) (44,129,814) (2,090,647) (171,688,278) - ------------------------------------------------------------------------------- Net Increase 8,071,311 $ 560,617,285 648,820 $ 54,900,396 - ------------------------------------------------------------------------------- Class Z* Shares sold 673,406 $ 44,791,154 966,679 $ 83,507,558 Shares reacquired (5,757,800) (397,160,680) (1,415,294) (102,206,643) - ------------------------------------------------------------------------------- Net Decrease (5,084,394) $(352,369,526) (448,615) $ (18,699,085) - -------------------------------------------------------------------------------
*As of April 21, 2003, Class Z shares were fully redeemed. 7. Capital Loss Carryforward At August 31, 2003, the Fund had, for Federal income tax purposes, approximately $55,475,000 of unused capital loss carryforwards available to offset future capital gains. To the extent that these carryforward losses are used to offset capital gains, it is probable that the gains so offset will not be distributed. The amount and year of expiration for each carryforward loss is indicated below. Expiration occurs on August 31 of the year indicated:
2010 2011 -------------------------------------------- Carryforward Amounts $42,260,000 $13,215,000 --------------------------------------------
In addition, the Fund had $41,274,552 of capital losses realized after October 31, 2002, which were deferred for tax purposes to the first day of the following fiscal year. 8. Income Tax Information and Distributions to Shareholders At August 31, 2003, the tax basis components of distributable earnings were: ---------------------------------------- Accumulated capital losses $(55,474,539) ---------------------------------------- Unrealized appreciation 687,336,628 ----------------------------------------
The difference between book basis and tax basis unrealized appreciation is attributable primarily to wash sale loss deferrals. 15 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report FINANCIAL HIGHLIGHTS For a share of each class of capital stock outstanding throughout each year ended August 31, unless otherwise noted:
Class A Shares 2003/(1)/ 2002/(1)/ 2001/(1)/ 2000/(1)/ 1999/(1)/ - --------------------------------------------------------------------------------------------------------- Net Asset Value, Beginning of Year $62.24 $ 91.46 $110.53 $ 67.73 $33.78 - ----------------------------------------------------------------------------------------------------- Income (Loss) From Operations: Net investment loss (0.58) (0.71) (0.79) (0.59) (0.48) Net realized and unrealized gain (loss) 16.70 (28.51) (18.28) 44.11 35.31 - ----------------------------------------------------------------------------------------------------- Total Income (Loss) From Operations 16.12 (29.22) (19.07) 43.52 34.83 - ----------------------------------------------------------------------------------------------------- Less Distributions From: Net realized gains -- -- -- (0.72) (0.88) - ----------------------------------------------------------------------------------------------------- Total Distributions -- -- -- (0.72) (0.88) - ----------------------------------------------------------------------------------------------------- Net Asset Value, End of Year $78.36 $ 62.24 $ 91.46 $110.53 $67.73 - ----------------------------------------------------------------------------------------------------- Total Return 25.90% (31.95)% (17.25)% 64.91% 104.42% - ----------------------------------------------------------------------------------------------------- Net Assets, End of Year (millions) $2,332 $1,639 $1,952 $1,731 $690 - ----------------------------------------------------------------------------------------------------- Ratios to Average Net Assets: Expenses 1.22% 1.21% 1.17% 1.14% 1.18% Net investment loss (0.86) (0.88) (0.80) (0.66) (0.89) - ----------------------------------------------------------------------------------------------------- Portfolio Turnover Rate 1% 1% 0% 1% 8% - ----------------------------------------------------------------------------------------------------- Class B Shares 2003/(1)/ 2002/(1)/ 2001/(1)/ 2000/(1)/ 1999/(1)/ - --------------------------------------------------------------------------------------------------------- Net Asset Value, Beginning of Year $57.19 $ 84.73 $103.24 $ 63.82 $32.12 - ----------------------------------------------------------------------------------------------------- Income (Loss) From Operations: Net investment loss (1.03) (1.26) (1.48) (1.23) (0.87) Net realized and unrealized gain (loss) 15.27 (26.28) (17.03) 41.37 33.45 - ----------------------------------------------------------------------------------------------------- Total Income (Loss) From Operations 14.24 (27.54) (18.51) 40.14 32.58 - ----------------------------------------------------------------------------------------------------- Less Distributions From: Net realized gains -- -- -- (0.72) (0.88) - ----------------------------------------------------------------------------------------------------- Total Distributions -- -- -- (0.72) (0.88) - ----------------------------------------------------------------------------------------------------- Net Asset Value, End of Year $71.43 $ 57.19 $ 84.73 $103.24 $63.82 - ----------------------------------------------------------------------------------------------------- Total Return 24.90% (32.50)% (17.93)% 63.58% 102.78% - ----------------------------------------------------------------------------------------------------- Net Assets, End of Year (millions) $1,984 $1,542 $1,893 $1,485 $470 - ----------------------------------------------------------------------------------------------------- Ratios to Average Net Assets: Expenses 2.03% 2.03% 1.99% 1.94% 2.00% Net investment loss (1.67) (1.70) (1.62) (1.47) (1.70) - ----------------------------------------------------------------------------------------------------- Portfolio Turnover Rate 1% 1% 0% 1% 8% - -----------------------------------------------------------------------------------------------------
(1) Per share amounts have been calculated using the monthly average shares method. 16 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report FINANCIAL HIGHLIGHTS (CONTINUED) For a share of each class of capital stock outstanding throughout each year ended August 31, unless otherwise noted:
Class L Shares 2003/(1)/ 2002/(1)/ 2001/(1)/ 2000/(1)/ 1999/(1)/ - ------------------------------------------------------------------------------------------------------- Net Asset Value, Beginning of Year $57.44 $ 85.03 $103.54 $ 63.99 $32.19 - ------------------------------------------------------------------------------------------------- Income (Loss) From Operations: Net investment loss (0.99) (1.20) (1.44) (1.24) (0.84) Net realized and unrealized gain (loss) 15.34 (26.39) (17.07) 41.51 33.52 - ------------------------------------------------------------------------------------------------- Total Income (Loss) From Operations 14.35 (27.59) (18.51) 40.27 32.68 - ------------------------------------------------------------------------------------------------- Less Distributions From: Net realized gains -- -- -- (0.72) (0.88) - ------------------------------------------------------------------------------------------------- Total Distributions -- -- -- (0.72) (0.88) - ------------------------------------------------------------------------------------------------- Net Asset Value, End of Year $71.79 $ 57.44 $ 85.03 $103.54 $63.99 - ------------------------------------------------------------------------------------------------- Total Return 24.98% (32.45)% (17.88)% 63.62% 102.87% - ------------------------------------------------------------------------------------------------- Net Assets, End of Year (millions) $1,415 $1,076 $1,286 $696 $162 - ------------------------------------------------------------------------------------------------- Ratios to Average Net Assets: Expenses 1.96% 1.95% 1.94% 1.94% 1.94% Net investment loss (1.60) (1.62) (1.57) (1.46) (1.64) - ------------------------------------------------------------------------------------------------- Portfolio Turnover Rate 1% 1% 0% 1% 8% - ------------------------------------------------------------------------------------------------- Class Y Shares 2003/(1)/ 2002/(1)/ 2001/(1)/ 2000/(1)/ 1999/(1)/ - ------------------------------------------------------------------------------------------------------- Net Asset Value, Beginning of Year $63.81 $ 93.38 $112.46 $ 68.69 $34.13 - ------------------------------------------------------------------------------------------------- Income (Loss) From Operations: Net investment loss (0.30) (0.41) (0.45) (0.30) (0.29) Net realized and unrealized gain (loss) 17.16 (29.16) (18.63) 44.79 35.73 - ------------------------------------------------------------------------------------------------- Total Income (Loss) From Operations 16.86 (29.57) (19.08) 44.49 35.44 - ------------------------------------------------------------------------------------------------- Less Distributions From: Net realized gains -- -- -- (0.72) (0.88) - ------------------------------------------------------------------------------------------------- Total Distributions -- -- -- (0.72) (0.88) - ------------------------------------------------------------------------------------------------- Net Asset Value, End of Year $80.67 $ 63.81 $ 93.38 $112.46 $68.69 - ------------------------------------------------------------------------------------------------- Total Return 26.42% (31.67)% (16.97)% 65.42% 105.15% - ------------------------------------------------------------------------------------------------- Net Assets, End of Year (millions) $876 $178 $200 $219 $172 - ------------------------------------------------------------------------------------------------- Ratios to Average Net Assets: Expenses 0.81% 0.82% 0.82% 0.82% 0.82% Net investment loss (0.43) (0.49) (0.45) (0.34) (0.53) - ------------------------------------------------------------------------------------------------- Portfolio Turnover Rate 1% 1% 0% 1% 8% - -------------------------------------------------------------------------------------------------
(1) Per share amounts have been calculated using the monthly average shares method. 17 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report INDEPENDENT AUDITORS' REPORT The Shareholders and Board of Directors of Smith Barney Aggressive Growth Fund Inc.: We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Smith Barney Aggressive Growth Fund Inc. ("Fund") as of August 31, 2003, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2003, by correspondence with the custodian. As to securities purchased or sold but not yet received or delivered, we performed other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of August 31, 2003, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with accounting principles generally accepted in the United States of America. /s/ KPMG LLP New York, New York October 13, 2003 18 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report ADDITIONAL INFORMATION (UNAUDITED) Information about Directors and Officers The business and affairs of the Smith Barney Aggressive Growth Fund Inc. ("Fund") are managed under the direction of the Fund's Board of Directors. Information pertaining to the Directors and Officers of the Fund is set forth below. The Statement of Additional Information includes additional information about the Fund's Directors and is available, without charge, upon request by calling Citicorp Trust Bank, fsb. at 1-800-451-2010 or Primerica Shareholder Services at 1-800-544-5445.
Number of Term of Portfolios in Other Office* and Fund Complex Directorships Position(s) Held Length of Principal Occupation(s) Overseen by Held by Name, Address and Age with Fund Time Served During Past Five Years Director Director - ------------------------------------------------------------------------------------------------------------------------------ Non-Interested Directors: Paul R. Ades Director Since Law Firm of Paul R. Ades, PLLC 15 None Paul R. Ades, PLLC 1994 (April 2000-Present); Partner in 181 West Main Street, Suite C Law Firm of Murov & Ades, Esqs. Babylon, NY 11702 until March 2000 Age 62 Herbert Barg Director Since Retired 42 None 1460 Drayton Lane 1994 Wynewood, PA 19096 Age 79 Dwight B. Crane Director Since Professor, Harvard Business School 49 None Harvard Business School 1981 Soldiers Field Morgan Hall #375 Boston, MA 02163 Age 65 Frank G. Hubbard Director Since President of Avatar International, 15 None Avatar International, Inc. 1993 Inc. (Business Development) (Since 87 Whittredge Road 1998); Vice President of S&S Summit, NJ 07901 Industries (Chemical Distribution) Age 65 (1995-1998) Jerome H. Miller Director Since Retired 15 None c/o R. Jay Gerken 1998 Citigroup Asset Management ("CAM") 399 Park Avenue, 4th Floor New York, NY 10022 Age 64 Ken Miller Director Since President of Young Stuff 15 None Young Stuff Apparel, Group Inc. 1994 Apparel Group, Inc. (Since 1963) 209 West 38th Street New York, NY 10018 Age 61
19 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED)
Number of Term of Portfolios in Other Office* and Fund Complex Directorships Position(s) Held Length of Principal Occupation(s) Overseen by Held by Name, Address and Age with Fund Time Served During Past Five Years Director Director - -------------------------------------------------------------------------------------------------------------------------- Interested Director: R. Jay Gerken, CFA** Chairman, Since Managing Director of Citigroup 218 None CAM President and 2002 Global Markets Inc. ("CGM"); 399 Park Avenue, 4th Floor Chief Executive Chairman, President, Chief New York, NY 10022 Officer Executive Officer and Director of Age 52 Smith Barney Fund Management LLC ("SBFM"), Travelers Investment Adviser, Inc. ("TIA") and Citi Fund Management Inc. ("CFM") Officers: Lewis E. Daidone Senior Vice Since Managing Director of CGM; N/A N/A CAM President and 1993 Director and Senior Vice President 125 Broad Street, 11th Floor Chief of SBFM and TIA; Director of CFM; New York, NY 10004 Administrative Chief Financial Officer and Age 46 Officer Treasurer of certain mutual funds affiliated with Citigroup Inc. ("Citigroup") and formerly Treasurer of the mutual funds affiliated with Citigroup Richard L. Peteka Chief Financial Since Director of CGM; Chief Financial N/A N/A CAM Officer and 2002 Officer and Treasurer of certain 125 Broad Street, 11th Floor Treasurer funds affiliated with Citigroup; New York, NY 10004 Formerly Director and Head of Age 42 Internal Control for Citigroup Asset Management U.S. Mutual Fund Administration from 1999-2002; Vice President, Head of Mutual Fund Administration and Treasurer at Oppenheimer Capital from 1996-1999 Richard A. Freeman Vice President Since Managing Director of CGM and N/A N/A CAM and Investment 1983 Investment Officer of SBFM 399 Park Avenue, 4th Floor Officer New York, NY 10022 Age 49 Kaprel Ozsolak Controller Since Vice President of CGM N/A N/A CAM 2002 125 Broad Street, 11th Floor New York, NY 10004 Age 38 Christina T. Sydor Secretary Since Managing Director of CGM; N/A N/A CAM 1993 General Counsel and Secretary of 300 First Stamford Place SBFM and TIA 4th Floor Stamford, CT 06902 Age 52
- -------- * Each Director and Officer serves until his or her successor has been duly elected and qualified. ** Mr. Gerken is an "interested person" of the Fund as defined in the Investment Company Act of 1940, as amended, because Mr. Gerken is an officer of SBFM and certain of its affiliates. 20 Smith Barney Aggressive Growth Fund Inc. | 2003 Annual Report SMITH BARNEY AGGRESSIVE GROWTH FUND INC. DIRECTORS INVESTMENT ADVISER Paul R. Ades AND ADMINISTRATOR Herbert Barg Smith Barney Fund Dwight B. Crane Management LLC R. Jay Gerken, CFA Chairman Frank G. Hubbard DISTRIBUTORS Jerome H. Miller Citigroup Global Markets Inc. Ken Miller PFS Distributors, Inc. CUSTODIAN OFFICERS State Street Bank and R. Jay Gerken, CFA Trust Company President and Chief Executive Officer TRANSFER AGENT Lewis E. Daidone Citicorp Trust Bank, fsb. Senior Vice President and 125 Broad Street, 11th Floor Chief Administrative Officer New York, New York 10004 Richard L. Peteka SUB-TRANSFER AGENTS Chief Financial Officer PFPC Global Fund Services and Treasurer P.O. Box 9699 Providence, Rhode Island Richard A. Freeman 02940-9699 Vice President and Investment Officer Primerica Shareholder Services P.O. Box 9662 Kaprel Ozsolak Providence, Rhode Island Controller 02940-9662 Christina T. Sydor Secretary
Smith Barney Aggressive Growth Fund Inc. This report is submitted for the general information of shareholders of the Smith Barney Aggressive Growth Fund Inc., but it may also be used as sales literature when preceded or accompanied by a current Prospectus, which gives details about charges, expenses, investment objectives and operating policies of the Fund. If used as sales material after November 30, 2003, this report must be accompanied by performance information for the most recently completed calendar quarter. SMITH BARNEY AGGRESSIVE GROWTH FUND INC. Smith Barney Mutual Funds 125 Broad Street 10th Floor, MF-2 New York, New York 10004 For complete information on any Smith Barney Mutual Funds, including management fees and expenses, call or write your financial professional for a free prospectus. Read it carefully before you invest or send money. www.smithbarneymutualfunds.com (C)2003 Citigroup Global Markets Inc. Member NASD, SIPC FD0433 10/03 03-5499 ITEM 2. CODE OF ETHICS. The registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The Board of Directors of the registrant has determined that Dwight Crane, a member of the Board's Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an "audit committee financial expert," and has designated Mr. Crane as the Audit Committee's financial expert. Mr. Crane is an "independent" Director pursuant to paragraph (a)(2) of Item 3 to Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. [RESERVED] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. [RESERVED] ITEM 9. CONTROLS AND PROCEDURES. (a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the "1940 Act")) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934 (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant's last fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant's internal control over financial reporting. ITEM 10. EXHIBITS. (a) Not applicable. (b) Attached hereto. Exhibit 99.CERT Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 99.906CERT Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized. Smith Barney Aggressive Growth Fund Inc. By: /s/ R. Jay Gerken ---------------------------------------- R. Jay Gerken Chief Executive Officer of Smith Barney Aggressive Growth Fund Inc. Date: October 31, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ R. Jay Gerken ---------------------------------------- R. Jay Gerken Chief Executive Officer of Smith Barney Aggressive Growth Fund Inc. Date: October 31, 2003 By: /s/ Richard L. Peteka ---------------------------------------- Richard L. Peteka Chief Financial Officer of Smith Barney Aggressive Growth Fund Inc. Date: October 31, 2003 EX-99.CODE ETH 3 dex99codeeth.txt CODE OF ETHICS June, 2003 EX 99.CODE ETH SARBANES-OXLEY ACT CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS OF CAM\U.S. REGISTERED INVESTMENT COMPANIES I. Covered Officers/Purpose of the Code This code of ethics (the "Code") for Citigroup Asset Management's ("CAM's") U. S. registered proprietary investment companies (collectively, "Funds" and each a, "Company") applies to each Company's Chief Executive Officer, Chief Administrative Officer, Chief Financial Officer and Controller (the "Covered Officers") for the purpose of promoting: o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; o full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Company; o compliance with applicable laws and governmental rules and regulations; o the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and o accountability for adherence to the Code. Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. II. Administration of Code The Regional Director of CAM Compliance, North America ("Compliance Officer") is responsible for administration of this Code, including granting pre-approvals (see Section III below) and waivers (as described in Section VI below), applying this Code in specific situations in which questions are presented under it and interpreting this Code in any particular situation. III. Covered Officers Should Ethically Handle Actual and Apparent Conflicts of Interest Overview. A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his service to, the Company. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Company. Certain conflicts of interest arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940 ("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Company because of their status as "affiliated persons" of the Company. The compliance programs and procedures of the Company and its investment adviser are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code (see Section VII below). Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between a Company and the investment adviser of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for a Company or for the adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser and a Company. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and the adviser and is consistent with the performance by the Covered Officers of their duties as officers of a Company. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds' Boards of Directors\Trustees ("Boards") that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes. Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company. * * * * Each Covered Officer must: o not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting ( e.g. through fraudulent accounting 2 practices) by the Company whereby the Covered Officer/1/ would benefit personally to the detriment of the Company; or o not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than for the benefit of the Company; and o not use material non-public knowledge of portfolio transactions made or contemplated for the Company to trade personally or cause others to trade personally in contemplation of the market affect of such transactions. o There are some potential conflict of interest situations that should always be discussed with the Compliance Officer, if material. Examples are as follows: (1) service as a director on the board of any public or private company; (2) any ownership interest in, or any consulting or employment relationship with, any of the Company's service providers, other than its investment adviser, (3) a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer's employment, such as compensation or equity ownership; and (4) the receipt of any gifts or the conveyance of any value (including entertainment ) from any company with which the Company has current or prospective business dealings, except: (a) any non-cash gifts of nominal value (nominal value is less than $100); and (b) customary and reasonable meals and entertainment at which the giver is present, such as the occasional business meal or sporting event. IV. Disclosure and Compliance Each Covered Officer: o should be familiar with his or her responsibilities in connection with the disclosure requirements generally applicable to the Company; ___________________ /1/ Any activity or relationship that would present a conflict for a Covered Officer would also present a conflict for the Covered Officer if a member of a Covered Officer's family (spouse, minor children and any account over which a Covered Officer is deemed to have beneficial interest) engages in such an activity or has such a relationship. 3 o should not knowingly misrepresent, or knowingly cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company's directors and auditors, and to governmental regulators and self-regulatory organizations; o should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Funds and the investment adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; and o is responsible to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. V. Reporting and Accountability Each Covered Officer must: o upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that the Covered Officer has received, read, and understands the Code; o annually thereafter affirm to the Board that he or she has complied with the requirements of the Code; o annually disclose affiliations and other relationships related to conflicts of interest; o not retaliate against any other Covered Officer or any employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith; and o notify the Compliance Officer promptly if he knows of any violation of this Code (failure to do so is itself a violation of this Code). In rendering decisions and interpretations and in conducting investigations of potential violations under the Code, the Compliance Officer may, at his discretion, consult with such persons as he determines to be appropriate, including, but not limited to, a senior legal officer of the Company or its investment adviser or its affiliates, independent auditors or other consultants, subject to any requirement to seek pre-approval from the Company's audit committee for the retention of independent auditors to perform permissible non-audit services. The Funds will follow these procedures in investigating and enforcing the Code: o the compliance Officer will take all appropriate action to investigate any potential violation of which he becomes aware; o if, after investigation the Compliance Officer believes that no violation has occurred, the Compliance Officer is not required to take any further action; 4 o any matter that the Compliance Officer believes is a violation will be reported to the Directors of the Fund who are not "interested persons" as defined in the Investment Company Act the ("Non-interested Directors") o if the Non-interested Directors of the Board concur that a violation has occurred, it will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer; and o any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules The Compliance Officer shall submit an annual report to the Board describing any waivers granted. VI. Waivers/2/ A Covered Officer may request a waiver of any of the provisions of the Code by submitting a written request for such waiver to the Compliance Officer, setting forth the basis of such request and explaining how the waiver would be consistent with the standards of conduct described herein. The Compliance Officer shall review such request and make a determination thereon in writing, which shall be binding. In determining whether to waive any provisions of this Code, the Compliance Officer shall consider whether the proposed waiver is consistent with honest and ethical conduct and other purposes of this Code. VII. Other Policies and Procedures This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Funds, the Funds' investment advisers, principal underwriters, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The codes of ethics of the funds and the investment advisers and principal underwriters under Rule 17j-1 of the Investment Company Act and the Citigroup Code of Conduct and Citigroup Statement of Business Practices as well as other policies of the Fund's investment advisers or their affiliates are separate requirements applying to the Covered Officers and others, and are not part of this Code. __________________ /2/ For purposes of this Code, Item 2 of Form N-CSR defines "waiver" as "the approval by a Company of a material departure from a provision of the Code" and includes an"implicit waiver," which means a Company's failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of the Company. 5 VIII. Amendments Any amendments to this Code, other than amendments to Exhibits A, B and C must be approved or ratified by a majority vote of the Board, including a majority of Non-interested Directors. IX. Confidentiality All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the appropriate Board and Company and their respective counsel, counsel to the non-Interested Directors or independent auditors or other consultants referred to in Section V above. X. Internal Use The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of any Company, as to any fact, circumstance, or legal conclusion. 6 EX-99.CERT 4 dex99cert.txt CERTIFICATION PURSUANT TO SECTION 302 CERTIFICATIONS PURSUANT TO SECTION 302 EX-99.CERT CERTIFICATIONS -------------- I, R. Jay Gerken, certify that: 1. I have reviewed this report on Form N-CSR of Smith Barney Aggressive Growth Fund Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial data; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: October 31, 2003 /s/ R. Jay Gerken ---------------------------- --------------------------------- R. Jay Gerken Chief Executive Officer I, Richard L. Peteka, certify that: 1. I have reviewed this report on Form N-CSR of Smith Barney Aggressive Growth Fund Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial information included in this report, and the financial statements on which the financial information is based, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial data; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: October 31, 2003 /s/ Richard L. Peteka ---------------------------- --------------------------------- Richard L. Peteka Chief Financial Officer EX-99.906CERT 5 dex99906cert.txt CERTIFICATION PURSUANT TO SECTION 906 CERTIFICATIONS PURSUANT TO SECTION 906 EX-99.906CERT CERTIFICATION R. Jay Gerken, Chief Executive Officer, and Richard L. Peteka, Chief Financial Officer of Smith Barney Aggressive Growth Fund Inc. (the "Registrant"), each certify to the best of his or her knowledge that: 1. The Registrant's periodic report on Form N-CSR for the period ended August 31, 2003 (the "Form N-CSR") fully complies with the requirements of section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Chief Executive Officer Chief Financial Officer Smith Barney Aggressive Growth Fund Inc. Smith Barney Aggressive Growth Fund Inc. /s/ R. Jay Gerken /s/ Richard L. Peteka - --------------------------- --------------------------- R. Jay Gerken Richard L. Peteka Date: October 31, 2003 Date: October 31, 2003
This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. (S) 1350 and is not being filed as part of the Form N-CSR with the Commission. -----END PRIVACY-ENHANCED MESSAGE-----