FILE
NO. 2 51301
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
__ __ __ FORM N-1A
__________________________________________________
POST-EFFECTIVE AMENDMENT NO. 47
To The
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF
1933 and
THE INVESTMENT COMPANY ACT OF 1940
__________________________________________
__ __ __ __
SMITH BARNEY MONEY FUNDS, INC.
(Exact name of Registrant as specified in
Charter)
388 Greenwich Street, New York, New York
10013 (Address of principal executive
offices)
(212) 816-6474
(Registrant's telephone number)
Christina T. Sydor
388 Greenwich Street, New York, New York 10013
(22nd Floor)
(Name and address of agent for service)
______________________________________________
__ __
To Register Additional Securities under Reg.
270.24e2
CALCULATION OF REGISTRATION FEE
Title of Share
Proposed
Proposed
securities Amount
Maximum
maximum Amount of
being being
offering
aggregate registration
registered registered
price
per
share
offering* fee
Retirement 123,270,644
$1.00
$290,000 $100
Portfolio-Class A
Government 1,429,235
$1.00
$290,000 $100
Portfolio-Class Y
The fee for the shares to be registered by this
filing has been computed on the basis of the market
value per share in effect on December 14, 1995.
*Calculation of the proposed maximum offering price
has
been made pursuant to Rule 24e-2.
During its fiscal year ended December 31, 1994, the
Retirement
Portfolio redeemed 4,063,219,480 Class A shares of common
stock. During its current fiscal year, the fund used
3,940,238,836 Class A shares of the Retirement Portfolio
it redeemed during its fiscal year ended December 31,
1994, for a reduction pursuant to Rule 24f2(c). The fund
currently is registering 123,270,644 Class A shares for
the Retirement Portfolio, which is equal to the
remaining
122,980,644 shares redeemed during its fiscal year ended
December 31, 1994, plus 290,000 shares. During its current
fiscal year, the fund filed no other post-effective
amendments for the purpose of reduction pursuant to Rule
24e 2(a). During its fiscal year ended December 31,
1994, the Government Portfolio redeemed 56,143,993 Class
Y shares of common shares. During its current fiscal
year, the fund used 55,004,758 Class Y shares of the
Government Portfolio it redeemed during its fiscal year
ended December 31, 1994, for a reduction pursuant to Rule
24f2(c). The fund currently is registering 1,429,235
Class Y shares for the Government Portfolio, which is
equal to the remaining 1,139,235 Class Y shares
redeemed during its fiscal year ended December 31, 1994,
plus 290,000 shares. During its current fiscal year, the
fund filed no other post-effective amendments for the
purpose of reduction pursuant to Rule 24e-2(a).
Rule 24f-2 (1) Declaration:
Registrant filed its Rule 24f-2 Notice on February 28, 1995
for its most recent fiscal year ended December 31, 1994.
It is proposed that this Post-Effective Amendment will
become effective immediately upon filing pursuant to
paragraph (b) of Rule 485.
CROSS REFERENCE SHEET
(as required by Rule 495(a)
Part A of Form N-1A Prospectus
Caption
1. Cover Page cover
page
2. Synopsis "Fee
Table"
3.
Condensed
Financial
Information
"Financial
Highlights"
4. General
Description
of
Registrant
"Shares of the Fund" cover page
"Investment
Objectives
and
Policies"
5.
Management
of the Fund
"Investment
Management
and
Distribution
of Shares"
"Purchas
e of
Shares"
6. Capital
Stock and
Other
Securities
"Shares of
the Fund"
"Redemption of
Shares"
cover page "Dividends,
Automatic
Reinvestment
and Taxes"
7.
Purchase of
Securities
Being
Offered
"Purchase of
Shares"
"Exchange
Privilege"
"Investment
Management
and
Distribution
of Shares"
"Determinati
on of Net
Asset Value"
8.
Redemption
or
Repurchase
"Redemption
of Shares"
"Minimum
Account
Size"
9. Legal
Proceedings
not
applicable
Statement of
Additional Part B of Form N-1A Information
Caption
10. Cover Page cover page
11. Table of Contents "Table of
Contents"
12. General Information and History not
applicable
13. Investment
Objectives
and
Policies
"Investment
Restrictions
and
Fundamental
Policies"
14. Management
of
the
Registrant
"Directors
and
Officers"
15. Control
Persons
and
Principal
Holders of
Securities
"Voting
Rights"
"Directors and
Officers"
16. Investment
Advisory
and Other
Services See
Prospectus
"Investment
Management
and
Distribution
of Shares"
"Directors and
Officers"
"The
Management
Agreement,
Plan of
Distribution
and Other
Services"
"Custodian, Transfer
and Dividend
Disbursing
Agent"
"Independent
Auditors"
17. Brokerage
Allocation
See Prospectus
"Investment
Management and
Distribution
of Shares"
18. Capital Stock
and
Other
Securities See
Prospectus
"Shares of the
Fund"
"Voting Rights"
"Investment
Restrictions
and
Fundamental
Policies"
19. Purchase, Redemptions and Pricing of Securities
Being
Offered See
Prospectus
"Investment
Management and
Distribution
of Shares"
"IRA and Other
Prototype
Retirement
Plans"
"Determination of
Net Asset
Value and
Amortized Cost
Valuation"
See Prospectus
"Determination
of Net Asset
Value"
S
e
e
Prospectus
"Purchase of
Shares"
"Financial
Statements"
20. Tax Status
See Prospectus
"Dividends,
Automatic
Reinvestment
and Taxes"
21. Underwriters
See
Prospectus
"Investment
Management
and
Distribution
of Shares"
22. Calculation
of
Performance
Data
"Computation
of Yield"
See
Prospectus
"Yield
Information"
23. Financial
Statements
"Financial
Statements"
Part C of Form N-1A
Information required to be included in Part C is set forth
under the appropriate item, so numbered in Part C of this
Post
Effective Amendment to the Registration Statement.
<PAGE>
Smith Barney
Money Funds,
Inc.
APRIL 28, 1995
PROSPECTUS BEGINS ON PAGE ONE
[LOGO OF SMITH BARNEY MUTUAL FUNDS
APPEARS HERE]
P R O S P E C T U S
<PAGE>
Smith Barney Money Funds, Inc.
PROSPECTUS
APRIL 28, 1995
388 Greenwich Street
New York, New York 10013
(212) 723-9218
Smith Barney Money Funds, Inc. (the "Fund") is
a
money market fund that
invests in high quality money market
instruments.
The Fund seeks to provide:
. Daily Income
. Convenience
. Daily Liquidity
. Stability of Net Asset Value
Shares of the Fund are offered in three
Portfolios:
. Cash Portfolio
. Government Portfolio
. Retirement Portfolio
SHARES OF THE FUND ARE NOT INSURED OR GUARANTEED BY THE
U.S. GOVERNMENT.
THERE IS NO ASSURANCE THAT THE FUND WILL BE ABLE TO
MAINTAIN A STABLE NET
ASSET
VALUE OF $1.00 PER SHARE.
This Prospectus sets forth concisely certain information
about the Fund and
the Portfolios, including service fees and expenses, that
prospective investors
will find helpful in making an investment decision.
Investors
are encouraged to
read this Prospectus carefully and retain it for future
reference.
Additional information about the Fund is contained in a
Statement of Addi-
tional Information dated April 28, 1995, as amended or
supplemented from time
to time, that is available upon request and without charge
by calling or writ-
ing the Fund at the telephone number or address set forth
above or by contact-
ing a Smith Barney Financial Consultant. The Statement of
Additional Informa-
tion has been filed with the Securities and Exchange
Commission (the "SEC") and
is incorporated by reference into this Prospectus in its
entirety.
SMITH BARNEY INC.
Distributor
SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
Investment Manager
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS
A CRIMINAL OFFENSE.
1
<PAGE>
Smith Barney Money Funds, Inc.
TABLE OF CONTENTS
<TABLE>
<S> <C>
FEE TABLE 3
- ------------------------------------------------
FINANCIAL HIGHLIGHTS 5
- ------------------------------------------------
INVESTMENT OBJECTIVES AND POLICIES 7
- ------------------------------------------------
VALUATION OF SHARES 11
- ------------------------------------------------
DIVIDENDS, AUTOMATIC REINVESTMENT AND TAXES 11
- ------------------------------------------------
PURCHASE OF SHARES 12
- ------------------------------------------------
REDEMPTION OF SHARES 15
- ------------------------------------------------
EXCHANGE PRIVILEGE 18
- ------------------------------------------------
MINIMUM ACCOUNT SIZE 21
- ------------------------------------------------
YIELD INFORMATION 22
- ------------------------------------------------
MANAGEMENT OF THE FUND 22
- -----------------------------------------------DISTRIBUTOR
24
- ------------------------------------------------
ADDITIONAL INFORMATION 24
- ------------------------------------------------
</TABLE>
- -----------------------------------------------------------
- ----------------
No person has been authorized to give any information or to
make any
representations in connection with this offering other than
those contained in
this Prospectus and, if given or made, such other
information and representations must not be relied upon as
having been authorized by the Fund
or the Distributor. This Prospectus does not constitute an
offer by the Fund
or the Distributor to sell or a solicitation of an offer to
buy any of the
securities offered hereby in any jurisdiction to any person
to whom it is
unlawful to make such offer or solicitation in such
jurisdiction. ---------------------------------------------
- ------------------------------
2
<PAGE>
Smith Barney Money Funds, Inc.
FEE TABLE
The following expense table lists the costs and expenses
that an investor
will incur either directly or indirectly as a shareholder
of each Portfolio
based on its operating expenses for its most recent fiscal
year:
<TABLE>
<CAPTION>
CASH
PORTFOLIO AND
ALL PORTFOLIOS GOVERNMENT
PORTFOLIO ONLY
CLASS A SHARES CLASS C SHARES*
CLASS Y SHARES ----------------------------
- --
- -------------------------
- -----------------
<S> <C> <C>
<C>
SHAREHOLDER TRANSACTION
EXPENSES
Sales Charge Imposed on
Purchases None None
None
Sales Charge Imposed on
Reinvested Dividends None None
None
Deferred Sales Charge None** None**
None
Redemption Fee None None
None
Exchange Fee None None
None ------------------------------------------------------
- ----------------
</TABLE>
<TABLE>
<CAPTION>
RETIREMENT
CASH PORTFOLIO GOVERNMENT
PORTFOLIO PORTFOLIO
CLASS A CLASS C CLASS Y CLASS A
CLASS C CLASS Y CLASS A ------------------
- ------------------------
- -------------------------------------
<S> <C> <C> <C> <C> <C>
<C>
<C>
ANNUAL PORTFOLIO
OPERATING EXPENSES
(AS A PERCENTAGE
OF AVERAGE NET
ASSETS)
Management Fees 0.44% 0.44% 0.44% 0.44%
0.44%
0.44% 0.45%
12b-1 Fees 0.10 0.10 -- 0.10
0.10
- -
- - 0.10
Other Expenses 0.10 0.08 0.09 0.07
0.07
0.16 0.15 --------------------------------------------
- ----------------------------------
TOTAL PORTFOLIO
OPERATING EXPENSES 0.64% 0.62% 0.53% 0.61%
0.61% 0.60% 0.70% -------------------------------------
- ----------
- --------------------------------
</TABLE>
* Class C shares are available for purchase only by
participants
in the Smith
Barney 401(k) Program, either directly or as part of an
exchange privilege
transaction with certain other funds of the Smith Barney
Mutual Funds.
Class C shares that represent previously issued "Class B"
shares of the
Government Portfolio may only be redeemed or exchanged out
of the Fund. See
"Purchase of Shares" and "Exchange Privilege."
** Class A shares acquired as part of an exchange privilege
transaction, which
were originally acquired in one of the other Smith Barney
Mutual Funds at
net asset value subject to a contingent deferred sales
charge ("CDSC"),
remain subject to the original fund's CDSC while held in
the Fund. Class C
shares that represent previously issued "Class B" shares of
the Government
Portfolio and Class C shares acquired through the Smith
Barney 401(k)
Program by exchange from a non-money market fund may be
subject to a CDSC
of 1.00% of redemption proceeds. See "Purchase of Shares"
and "Redemption
of Shares--Contingent Deferred Sales Charge."
3
<PAGE>
Smith Barney Money Funds, Inc.
FEE TABLE (CONTINUED)
EXAMPLE
The following example is intended to assist an investor in
understanding the
various costs that an investor in the Fund will bear
directly or indirectly.
The example assumes payment by the Fund of operating
expenses at the levels set
forth in the table above. See "Purchase of Shares,"
"Redemption of Shares,"
"Management of the Fund" and "Distributor."
<TABLE>
<CAPTION>
1 YEAR 3
YEARS 5 YEARS 10 YEARS ------------------------------------
- ---------
- -------------------------------
<S> <C> <C>
<C>
<C>
An investor would pay the following expenses
on a $1,000 investment, assuming (1) 5.00%
annual return and (2) redemption at the
end of each time period:
Cash Portfolio
Class A $
7
$20
$36 $80
Class C
6
20
35 77
Class Y 5
17
30 66
Government Portfolio
Class A 6
20
34 76
Class C 6
20
34 76
Class Y 6
19
33 75
Retirement Portfolio
Class A 7
22
39 87
</TABLE>
The example is included to provide a means for the investor
to compare
expense levels of funds with different fee structures over
varying investment
periods. To facilitate such comparison, all funds are
required to utilize a
5.00% annual return assumption. This assumption is
unrelated to the Fund's
prior performance and is not a projection of future
performance. THIS EXAMPLE
SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
4
<PAGE>
Smith Barney Money Funds, Inc.
FINANCIAL HIGHLIGHTS
The following schedule for the periods ended December 31
has been audited in
conjunction with the annual audits of the financial
statements of Smith Barney
Money Funds, Inc. by KPMG Peat Marwick LLP, independent
auditors. The 1994
financial statements and the independent auditors' report
thereon appear in the
December 31, 1994 Annual Report to Shareholders.
FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING
THROUGHOUT EACH PERIOD:
<TABLE>
<CAPTION>
NET ASSET DIVIDENDS NET
ASSET RATIOS TO AVERAGE NET
VALUE, NET FROM NET
VALUE NET ASSETS ASSETS
YEAR ENDED BEGINNING INVESTMENT INVESTMENT END
OF
TOTAL END OF YEAR ---------------------
DECEMBER 31, OF YEAR INCOME INCOME
YEAR
RETURN (IN MILLIONS) NET INCOME EXPENSES ------------
- -----------------------------------------------------------
- --------------------------------------
<S> <C> <C> <C> <C>
<C> <C> <C> <C>
CLASS A
CASH PORTFOLIO:
1994 $1.00 $0.037
$(0.037)
$1.00
3.73% $17,590 4.10% 0.64%
1993 1.00 0.026
(0.026)
1.00
2.63 2,953 2.60 0.64
1992 1.00 0.033
(0.033)
1.00
3.31 2,841 3.17 0.60
1991 1.00 0.055
(0.055)
1.00
5.66 1,784 5.55 0.52
1990 1.00 0.076
(0.076)
1.00
7.92 1,998 7.60 0.52
1989 1.00 0.086
(0.086)
1.00
8.97 2,088 8.60 0.54
1988 1.00 0.069
(0.069)
1.00
7.15 1,379 6.93 0.58
1987 1.00 0.061
(0.061)
1.00
6.29 1,327 6.11 0.56
1986 1.00 0.062
(0.062)
1.00
6.37 1,230 6.21 0.60
1985 1.00 0.076
(0.076)
1.00
7.83 1,379 7.62
0.62
GOVERNMENT PORTFOLIO:
1994 1.00 0.036
(0.036)
1.00
3.63 3,695 4.03
0.61
1993 1.00 0.025
(0.025)
1.00
2.55 634 2.53
0.61
1992 1.00 0.032
(0.032)
1.00
3.32 675 3.15
0.55
1991 1.00 0.054
(0.054)
1.00
5.57 394 5.43
0.49
1990 1.00 0.074
(0.074)
1.00
7.76 363 7.39
0.49
1989 1.00 0.082
(0.082)
1.00
8.53 150 8.21
0.51
1988 1.00 0.066
(0.066)
1.00
6.77 105 6.55
0.54
1987 1.00 0.058
(0.058)
1.00
5.92 124 5.76
0.50
1986 1.00 0.061
(0.061)
1.00
6.32 109 6.08
0.54
1985 1.00 0.074
(0.074)
1.00
7.67 82 7.40
0.59
RETIREMENT PORTFOLIO
1994 1.00 0.036
(0.036)
1.00
3.67 1,061 3.57
0.70
1993 1.00 0.026
(0.026)
1.00
2.58 1,184 2.55
0.70
1992 1.00 0.032
(0.032)
1.00
3.26 1,030 3.21
0.64
1991 1.00 0.054
(0.054)
1.00
5.58 972 5.44
0.57
1990 1.00 0.075
(0.075)
1.00
7.83 923 7.51
0.59
1989 1.00 0.085
(0.085)
1.00
8.86 810 8.48
0.63
1988 1.00 0.068
(0.068)
1.00
7.03 463 6.84
0.69
1987 1.00 0.060
(0.060)
1.00
6.13 403 5.97
0.69
1986(/1/)(/2/) 1.00 0.050
(0.050)
1.00
5.17++ 293 5.75+ 0.65+
- -----------------------------------------------------------
- -----------------------------------------------------
CLASS C
CASH PORTFOLIO:
1994 (a) 1.00 0.007 (0.007)
1.00
0.007++ 1 4.77+ 0.62+
GOVERNMENT PORTFOLIO:
1994 (b) 1.00 0.036 (0.036)
1.00
3.63 4 3.78 0.61
1993 (c) 1.00 0.025 (0.025)
1.00
2.55++ .2 2.52+ 0.62+
- -----------------------------------------------------------
- ----------------------------------------------------
</TABLE>
5
<PAGE>
Smith Barney Money Funds, Inc.
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
NET ASSET DIVIDENDS NET
ASSET
RATIOS TO AVERAGE NET
VALUE, NET FROM NET
VALUE NET ASSETS ASSETS
YEAR ENDED BEGINNING INVESTMENT INVESTMENT END
OF
TOTAL END OF YEAR ---------------------
DECEMBER 31, OF YEAR INCOME INCOME
YEAR
RETURN (IN MILLIONS) NET INCOME EXPENSES ----------
- --
- -----------------------------------------------------------
- ------------------------------------------
<S> <C> <C> <C> <C>
<C> <C> <C> <C>
CLASS Y
CASH PORTFOLIO:
1994 (d) $1.00 $0.0004 $(0.0004)
$1.00
0.0004%++ $.5 5.23%+ 0.53%+
GOVERNMENT PORTFOLIO:
1994 (e) 1.00 0.036 (0.036)
1.00
3.65 1 3.58 0.60
1993 (f) 1.00 0.025 (0.025)
1.00
2.55++ 2 2.52+ 0.62+
- -----------------------------------------------------------
- ------------------------------------------------------
</TABLE>
(a) Inception date November 10, 1994.
(b) Represents previously issued "Class B" shares, which
were renamed "Class C"
shares on November 7, 1994.
(c) Inception date March 5, 1993.
(d) Inception date December 29, 1994.
(e) Represents previously issued "Class
C"
shares, which were renamed "Class Y" shares on November
7, 1994.
(f) Inception date October 28, 1993.
(/1/)The Manager voluntarily waived a part of its fee
amounting to $.0005 per
share (0.05% of average net assets) in 1986 with respect
to
the Retirement
Portfolio.
(/2/)From February 20, 1986 (commencement of operations)
to December 31, 1986.
+ Annualized.
++ Total return is not annualized as it may not
be representative
of the total
return for that period.
6
<PAGE>
Smith Barney Money Funds, Inc.
INVESTMENT OBJECTIVES AND POLICIES
The Fund's investment objectives are maximum current
income and preservation
of capital. The Fund seeks to achieve its objectives with
three separate money
market portfolios -- the Government Portfolio, which
invests exclusively in
U.S. Government Obligations and related repurchase
agreements, the Cash Port-
folio and the Retirement Portfolio, each of which may
invest in Bank Obliga-
tions and high quality Commercial Paper, Corporate
Obligations and Municipal
Obligations, in addition to U.S. Government Obligations and
related repurchase
agreements. The Fund has adopted certain investment
policies to assure that,
to the extent reasonably possible, each Portfolio's price
per share will not
change from $1.00, although no assurance can be given that
this goal will be
achieved on a continuous basis. In order to minimize
fluctuations in market
price a Portfolio will not purchase a security with a
remaining maturity of
greater than 13 months or maintain a dollar-weighted
average portfolio matu-
rity in excess of 90 days (securities used as collateral
for repurchase agree-
ments are not subject to these restrictions).
The Fund's investments will be limited to United States
dollardenominated
instruments that have received the highest rating from the
"Requisite NRSROs",
securities of issuers that have received such rating with
respect
to other
short-term debt securities and comparable unrated
securities. "Requisite
NRSROs" means (a) any two nationally recognized statistical
ratings organiza-
tions ("NRSROs") that have issued a rating with respect to
a
security or class
of debt obligations of an issuer, or (b) one NRSRO, if only
one NRSRO has
issued such a rating at the time that the Fund acquires the
security. The
NRSROs currently designated as such by the SEC are Standard
& Poor's Corpora-
tion ("S&P"), Moody's Investors Service, Inc. ("Moody's"),
Fitch Investors
Services, Inc., Duff and Phelps Inc., IBCA Limited and its
affiliate, IBCA,
Inc. and Thomson BankWatch.
The following is a description of the types of money market
instruments in
which the Fund may invest:
U.S. Government Obligations -- Obligations issued or
guaranteed as to pay-
ment of principal and interest by the U.S. Government
(including Treasury
bills, notes and bonds) or by its agencies and
instrumentalities (such as the
Government National Mortgage Association, the Student Loan
Marketing Associa-
tion, the Tennessee Valley Authority, the Bank for
Cooperatives, the Farmers
Home Administration, Federal Farm Credit Banks, Federal
Home Loan Banks, Fed-
eral Intermediate Credit Banks, Federal Land Banks, the
Export Import Bank of
the U.S., the Federal Housing Administration, the Federal
Home Loan Mortgage
Corporation, the U.S. Postal Service, the Federal Financing
Bank and the Fed-
eral National Mortgage Association). Some of these
securities (such as Trea-
sury
7
<PAGE>
Smith Barney Money Funds, Inc.
INVESTMENT OBJECTIVES AND POLICIES (CONTINUED)
bills) are supported by the full faith and credit of the
U.S. Treasury; others
(such as obligations of the Federal Home Loan Bank) are
supported by the right
of the issuer to borrow from the Treasury; while still
others (such as obliga-
tions of the Student Loan Marketing Association) are
supported only by the
credit of the instrumentality.
Repurchase Agreements -- The Fund may enter into repurchase
agreement trans-
actions with any broker/dealer or other financial
institution, including the
Fund's custodian, that is deemed creditworthy by the
Manager, under guidelines
approved by the Board of Directors. A repurchase agreement
arises when the Fund
acquires a security for a Portfolio and simultaneously
agrees
to resell it to
the vendor at an agreed-upon future date, normally the next
business day. The
resale price is greater than the purchase price and
reflects an agreed-upon
return unrelated to the coupon rate on the purchased
security. Such transac-
tions afford an opportunity for the Fund to invest
temporarily available cash
at no market risk. The Fund requires continual maintenance
of the market value
of the collateral in amounts at least equal to the resale
price. The Fund's
risk is limited to the ability of the seller to pay the
agreed upon amount on
the delivery date; however, if the seller defaults,
realization upon the col-
lateral by the Fund may be delayed or limited, or the Fund
might incur a loss
if the value of the collateral securing the repurchase
agreement declines and
might incur disposition costs in connection with
liquidating the collateral.
The Fund as a matter of fundamental policy will not enter
into a repurchase
agreement on behalf of a Portfolio if, as a result thereof,
more than 10% of
that Portfolio's total assets (taken at current value) at
that time would be
subject to repurchase agreements maturing in more than
seven days.
The following are permitted investments for the Cash and
Retirement Portfo-
lios; the Government Portfolio will invest only in U.S.
Government Obligations
and repurchase agreements secured by such obligations.
High Quality Commercial Paper -- Promissory notes that have
received the
highest rating from the Requisite NRSRO for short-term debt
securities or com-
parable unrated securities. The Cash Portfolio and the
Retirement Portfolio may
invest without limit in the commercial paper of foreign
issuers.
High Quality Corporate Obligations -- Obligations of
corporations that are:
(1) rated AA or better by the Requisite NRSRO or (2) issued
by an issuer that
has a class of short-term debt obligations that are
comparable in priority and
security with the obligation and that have been rated in
one of the two highest
rating categories for short-term debt obligations. A
Portfolio will invest only
in corporate obligations with remaining maturities of 13
months or less.
8
<PAGE>
Smith Barney Money Funds, Inc.
INVESTMENT OBJECTIVES AND POLICIES (CONTINUED)
Bank Obligations -- Obligations (including certificates of
deposit, bankers'
acceptances and fixed time deposits) and securities backed
by letters of credit
of U.S. Banks or other U.S. financial institutions that are
members of the Fed-
eral Reserve System or the Federal Deposit Insurance
Corporation ("FDIC") (in-
cluding obligations of foreign branches of such members) if
either: (a) the
principal amount of the obligation is insured in full by
the FDIC, or (b) the
issuer of such obligation has capital, surplus and
undivided profits in excess
of $100 million or total assets of $1 billion (as reported
in its most recently
published financial statements prior to the date of
investment). Under current
FDIC regulations, the maximum insurance payable as to any
one certificate of
deposit is $100,000; therefore, certificates of deposit in
denominations
greater than $100,000, that are purchased by the Fund, will
not be fully
insured. The Cash Portfolio and the Retirement Portfolio
each will not purchase
fixed time deposits maturing in more than seven calendar
days, and will limit
its investment in fixed time deposits maturing from two
business to seven cal-
endar days to 10% of its total assets.
The Cash Portfolio and the Retirement Portfolio each
intends to maintain at
least 25% of its total assets invested in obligations of
domestic and foreign
banks, subject to the above-mentioned size criteria. Each
such Portfolio may
invest in instruments issued by domestic banks, including
those issued by their
branches outside the United States and subsidiaries located
in Canada, and in
instruments issued by foreign banks through their branches
located in the
United States and the United Kingdom. In addition, the Cash
and Retirement
Portfolios may invest in fixed time deposits of foreign
banks issued through
their branches located in Grand Cayman Island, Nassau,
Tokyo and Toronto.
High Quality Municipal Obligations -- Debt obligations of
states, cities,
counties, municipalities, municipal agencies and regional
districts rated SP-1+
or A-1 or AA or better by S&P or MIG 2, VMIG 2 or Prime-1
or Aa or better by
Moody's or, if not rated, are determined by the Manager to
be of comparable
quality. At certain times, supply/demand imbalances in the
tax exempt market
cause municipal obligations to yield more than taxable
obligations of equiva-
lent credit quality and maturity length. The purchase of
these securities could
enhance each Portfolio's yield. Each Portfolio will not
invest more than 10% of
its total assets in municipal obligations.
Each Portfolio may, to a limited degree, engage in short-
term trading to
attempt to take advantage of short-term market variations,
or may dispose of a
portfolio security prior to its maturity if it believes
such disposition advis-
able or
9
<PAGE>
Smith Barney Money Funds, Inc.
INVESTMENT OBJECTIVES AND POLICIES (CONTINUED)
it needs to generate cash to satisfy redemptions. In such
cases, the respec-
tive Portfolio may realize a gain or loss.
Though it has never done so, as a matter of fundamental
policy, each Portfo-
lio may borrow money from banks for temporary purposes but
only in an amount
up to 10% of the value of its total assets and may pledge
its assets in an
amount up to 10% of the value of its total assets only to
secure such
borrowings. The Fund will borrow money only to accommodate
requests for the
redemption of shares while effecting an orderly liquidation
of portfolio secu-
rities or to clear securities transactions and not for
leveraging purposes.
Each Portfolio's investments will be affected by general
changes in interest
rates, which will result in increases or decreases in the
value of the obliga-
tions held by the Portfolio. The market value of the
obligations held by each
Portfolio can be expected to vary inversely to changes in
prevailing interest
rates. Investors also should recognize that, in periods of
declining interest
rates, each Portfolio's yield will tend to be somewhat
higher than prevailing
market rates, and in periods of rising interest rates, each
Portfolio's yield
will tend to be somewhat lower. Also, when interest rates
are falling, the
inflow of net new money to a Portfolio from the continuous
sale of its shares
will likely be invested in instruments producing lower
yields than the balance
of its investments, thereby reducing the Portfolio's
current yield. In periods
of rising interest rates, the opposite can be expected to
occur. In addition,
securities in which each Portfolio may invest may not yield
as
high a level of
current income as might be achieved by investing in
securities with less
liquidity and safety and longer maturities.
Investments in securities issued by foreign banks or
foreign issuers present
certain risks, including those resulting from fluctuations
in currency
exchange rates, revaluation of currencies, future
political and economic
developments and the possible imposition of currency
exchange blockages or
other foreign governmental laws or restrictions and
reduced availability of
public information. Foreign issuers generally are not
subject to uniform
accounting, auditing and financial reporting standards or
to other regulatory
practices and requirements applicable to domestic issuers.
In addition, there
may be less publicly available information about a foreign
bank than about a
domestic bank.
None of the Fund's Portfolios can change its investment
objectives without
the "vote of a majority of the outstanding voting
securities," as defined in
the Investment Company Act of 1940, as amended (the "Act").
(See "Voting
Rights" in the Statement of Additional Information).
10
<PAGE>
Smith Barney Money Funds, Inc.
VALUATION OF SHARES
The net asset value per share of each Portfolio is
determined as of 12 noon
New York City time on each day that the New York Stock
Exchange ("NYSE") is
open by dividing the Portfolio's net assets attributable to
each Class (i.e.,
the value of its assets less liabilities) by the total
number of shares of the
Class outstanding. Each Portfolio may also determine net
asset value per share
on days when the NYSE is not open, but when the settlement
of securities may
otherwise occur. The Fund employs the amortized cost method
of valuing portfo-
lio securities and intends to use its best efforts to
continue to maintain a
constant net asset value of $1.00 per share.
DIVIDENDS, AUTOMATIC REINVESTMENT AND TAXES
Each Portfolio declares a dividend of substantially all of
its net invest-
ment income on each day the NYSE is open. Net investment
income includes
interest accrued and discount earned and all short-term
realized gains and
losses on portfolio securities and is less premium
amortized and expenses
accrued. Income dividends are paid monthly and will
automatically be rein-
vested in shares of the same Class of the respective
Portfolio unless a share-
holder has elected to receive distributions in cash. If a
shareholder redeems
in full an account between payment dates, all dividends
declared up to and
including the date of liquidation will be paid with the
proceeds from the
redemption of shares. The per share dividends of Class A
and Class C shares of
the Cash Portfolio and the Government Portfolio may be
less than the per share
dividends of Class Y shares of each such Portfolio
principally as a result of
the service fee applicable to Class A and Class C shares.
Long term capital
gains, if any, will be in the same amount for each Class
and will be distrib-
uted annually.
It is the Fund's policy to qualify as a regulated
investment company under
Subchapter M of the Internal Revenue Code with which it
believes it complied
during its last fiscal year. If so qualified, the Fund will
not be subject to
Federal income taxes to the extent that it distributes its
taxable
net income.
For Federal income tax purposes, dividends (other than
dividends derived from
income on tax-exempt municipal obligations, if any) and
capital gains distri-
butions, if any, whether in shares or cash, are taxable to
shareholders of
each Portfolio. Under the Internal Revenue Code no portion
of the Fund distri-
butions will be eligible for the dividends received
deduction for corpora-
tions.
11
<PAGE>
Smith Barney Money Funds, Inc.
PURCHASE OF SHARES
Shares may be purchased through a brokerage account
maintained with Smith
Barney Inc. ("Smith Barney"). Shares may also be purchased
through a broker
that clears securities transactions through Smith Barney on
a fully disclosed
basis (an "Introducing Broker") or an investment dealer in
the selling group.
In addition, certain investors, including qualified
retirement plans and cer-
tain other institutional investors, may purchase shares
directly from the Fund
through the Fund's transfer agent, The Shareholder Services
Group, Inc.
("TSSG"), a subsidiary of First Data Corporation. No
maintenance fee will be
charged by the Fund in connection with a brokerage account
through which an
investor purchases or holds shares. The Fund reserves the
right to waive or
change minimums, to decline any order to purchase its
shares and to suspend the
offering of shares from time to time. Share certificates
are issued only upon a
shareholder's written request to TSSG.
A. CASH PORTFOLIO AND GOVERNMENT PORTFOLIO
The minimum initial investment for Class A is $1,000 for
each Cash Portfolio
and Government Portfolio account and the minimum subsequent
investment is $50,
except for purchases through (a) Individual Retirement
Accounts ("IRAs") and
Self-Employed Retirement Plans, for which the minimum
initial and subsequent
investments are $250 and $50, respectively, and (b)
retirement plans qualified
under Section 403(b)(7) or Section 401(a) of the Internal
Revenue Code of 1986,
as amended (the "Code"), for which the minimum initial and
subsequent invest-
ments are $25. There are no minimum investment requirements
in Class A for
employees of The Travelers Inc. ("Travelers") and its
subsidiaries,
including
Smith Barney, and Directors of the Fund, and their spouses
and children. The
minimum initial investment for Class Y is $5,000,000 for
each Cash Portfolio
and Government Portfolio account and the minimum subsequent
investment is $50.
For each Portfolio's Systematic Investment Plan, the
minimum initial investment
requirement for Class A and C shares and the subsequent
investment requirement
for all Classes is $50. In addition, Class Z shares, which
are offered pursuant
to a separate prospectus, are offered exclusively to tax
exempt employee bene-
fit and retirement plans of Smith Barney and its
affiliates.
Class A and Class Y shares of the Cash Portfolio and
Government Portfolio are
available for purchase directly by investors. Class C
shares of the Cash Port-
folio and Government Portfolio are available for purchase
only by participants
in the Smith Barney 401(k) Program (see below), either
directly or as part of
an exchange privilege transaction with certain other funds
sponsored by Smith
Barney. (Class C shares of the Government Portfolio that
represent previously
issued "Class B" shares may only be redeemed or exchanged
out of the Fund.)
12
<PAGE>
Smith Barney Money Funds, Inc.
PURCHASE OF SHARES (CONTINUED)
B. RETIREMENT PORTFOLIO
Shares of the Retirement Portfolio are offered exclusively
to retirement
plans under Sections 401 and 408 of the Internal Revenue
Code. To purchase
these shares, a brokerage account for your retirement plan
must be established
with Smith Barney upon completion of an account application
available from your
Financial Consultant. Smith Barney has advised the Fund
that the minimum ini-
tial purchase is $200 for each Retirement Portfolio
account, and subsequent
investments may be $1.00 or more. Smith Barney also has
advised the Fund that
on each business day it will automatically invest all good
funds of $1.00 or
more in the brokerage account in full shares of the
Retirement Portfolio, and
there is no charge for this service.
The Fund's shares are sold continuously at their net asset
value next deter-
mined after a purchase order is received and becomes
effective. A purchase
order becomes effective when the Fund, Smith Barney or an
Introducing Broker
receives, or converts the purchase amount into, Federal
funds (i.e., monies of
member banks within the Federal Reserve System held on
deposit at a Federal
Reserve Bank). When orders for the purchase of Fund shares
are paid for in Fed-
eral funds, or are placed by an investor with sufficient
Federal funds or cash
balance in the investor's brokerage account with Smith
Barney or the Introduc-
ing Broker, the order becomes effective on the day of
receipt if received prior
to 12 noon, New York time, on any day the Fund calculates
its net asset value.
See "Valuation of Shares." Purchase orders received after
12 noon on any busi-
ness day are effective as of the time the net asset value
is next determined.
When orders for the purchase of Fund shares are paid for
other than in Federal
funds, Smith Barney or the Introducing Broker, acting on
behalf of the invest-
or, will complete the conversion into, or itself advance,
Federal funds, and
the order will become effective on the day following its
receipt
by the Fund,
Smith Barney or the Introducing Broker. Shares purchased
directly through TSSG
begin to accrue income dividends on the day that the
purchase order becomes
effective. All other shares purchased begin to accrue
income
dividends on the
next business day following the day that the purchase order
becomes effective.
SYSTEMATIC INVESTMENT PLAN
Upon completion of certain automated systems, shareholders
may make additions
to their accounts at any time by purchasing shares through
a service known as
the Systematic Investment Plan. Under the Systematic
Investment Plan, Smith
Barney or TSSG is authorized through preauthorized
transfers of $50 or more to
charge the regular bank account or other financial
institution indicated by the
shareholder on a monthly or quarterly basis to provide
systematic additions to
the shareholder's Portfolio account. A shareholder who has
13
<PAGE>
Smith Barney Money Funds, Inc.
PURCHASE OF SHARES (CONTINUED)
insufficient funds to complete the transfer will be charged
a fee of up to $25
by Smith Barney or TSSG. Additional information is
available from the Fund or
a Smith Barney Financial Consultant.
SMITH BARNEY 401(K) PROGRAM
Investors may be eligible to participate in the Smith
Barney 401(k) Program,
which is generally designed to assist plan sponsors in the
creation and opera-
tion of retirement plans under Section 401(a) of the Code.
To the extent
applicable, the same terms and conditions are offered to
all participating
plans in the Smith Barney 401(k) Program, which include
both 401(k) plans and
other types of participant directed, tax-qualified employee
benefit plans
(collectively, "Participating Plans").
The Cash Portfolio and Government Portfolio each offers to
Participating
Plans Class A, Class C and Class Y shares as investment
alternatives under the
Smith Barney 401(k) Program. Once a Participating Plan has
made an initial
investment in the Portfolio, all of its subsequent
investments in the Portfo-
lio must be in the same Class of shares.
Class A Shares. Class A shares of the Cash Portfolio and
Government Portfo-
lio are offered to any Participating Plan that purchases
from $500,000 to
$4,999,999 of Class A shares of one or more non-money
market funds of the
Smith Barney Mutual Funds. Class A shares acquired through
the Smith Barney
401(k) Program after November 7, 1994 by exchange from a
non money market fund
are subject to a CDSC of 1.00% of redemption proceeds, if
the Participating
Plan terminates within four years of the date the
Participating Plan first
enrolled in the Smith Barney 401(k) Program.
Class C Shares. Class C shares of the Cash Portfolio and
Government Portfo-
lio are offered to any Participating Plan that purchases
from $250,000 to
$499,999 of one or more non-money market funds of the Smith
Barney Mutual
Funds. Class C shares acquired through the Smith Barney
401(k) Program after
November 7, 1994 by exchange from a non-money market fund
are subject to a
CDSC of 1.00% of redemption proceeds, if the Participating
Plan terminates
within four years of the date the Participating Plan first
enrolled in the
Smith Barney 401(k) Program. Each year after the date a
Participating Plan
enrolled in the Smith Barney 401(k) Program and, if its
total non money market
Class C holdings equal at least $500,000 as of the calendar
year end, the Par-
ticipating Plan will be offered the opportunity to exchange
all of its Class C
shares for Class A shares of the same Portfolio. Such plans
will be
notified
in writing within 30 days after the last business day of
the calendar year,
and unless the exchange offer has been rejected in writing,
the exchange will
occur on or about the last business day of March in the
following calendar
year. Once the exchange has occurred, a Participating Plan
will not be eligi-
ble to acquire Class
14
<PAGE>
Smith Barney Money Funds, Inc.
PURCHASE OF SHARES (CONTINUED)
C shares of a Portfolio but instead may acquire Class A
shares of
the Portfo-
lio. Any Class C shares not converted will continue to
be subject to the dis-
tribution fee.
Class Y Shares. Class Y shares of the Cash Portfolio and
Government Portfolio
are offered without any service fee or CDSC to any
Participating Plan that pur-
chases $5,000,000 or more of Class Y shares of one or
more non
money market
funds of the Smith Barney Mutual Funds.
No CDSC is imposed on redemptions of Class A and Class C
shares to the extent
that the net asset value of the shares redeemed does not
exceed the current net
asset value of the shares purchased through reinvestment of
dividends or capi-
tal gains distributions, plus (a) the current net asset
value of such shares
purchased more than one year prior to redemption, plus (b)
increases in the net
asset value of the shareholder's Class A or Class C shares
above the purchase
payments made during the preceding year.
The CDSC will be waived on redemptions of Class A and Class
C shares in con-
nection with lump-sum or other distributions made by a
Participating Plan as a
result of: (a) the retirement of an employee in the
Participating Plan; (b) the
termination of employment of an employee in the
Participating Plan; (c) the
death or disability of an employee in the Participating
Plan; (d) the attain-
ment of age 59 1/2 by an employee in the Participating
Plan; (e) hardship of an
employee in the Participating Plan to the extent permitted
under Section 401(k)
of the Code; or (f) redemptions of shares in connection
with a loan made by the
Participating Plan to an employee.
Participating Plans wishing to acquire shares of the Cash
Portfolio and Gov-
ernment Portfolio through the Smith Barney 401(k) Program
must purchase such
shares directly from TSSG. For further information
regarding the Smith Barney
401(k) Program, investors should contact a Smith Barney
Financial Consultant.
REDEMPTION OF SHARES
Shareholders may redeem their shares without charge on any
day the Fund cal-
culates its net asset value. See "Valuation of Shares."
Redemption requests
received in proper form before 12 noon, New York time, are
priced at the net
asset value as next determined on that day. Redemption
requests received after
12 noon, New York time, are priced at the net asset value
as next determined.
Redemption requests must be made through Smith Barney, an
Introducing Broker or
the securities dealer through whom the shares were
purchased, except that
shareholders who purchased shares of the Fund from TSSG may
also redeem shares
directly through TSSG. A shareholder desiring to redeem
shares represented by
certificates also must present the certificates to Smith
Barney, the
15
<PAGE>
Smith Barney Money Funds, Inc.
REDEMPTION OF SHARES (CONTINUED)
Introducing Broker or TSSG endorsed for transfer (or
accompanied by an
endorsed stock power), signed exactly as the shares are
registered. Redemption
requests involving shares represented by certificates will
not be deemed
received until the certificates are received by TSSG in
proper form.
The Fund normally transmits redemption proceeds on the
business day follow-
ing receipt of a redemption request but, in any event,
payment will be made
within seven days thereafter, except on days on which the
NYSE is closed and
the settlement of securities does not otherwise occur, or
as permitted under
the Act in extraordinary circumstances. The Fund
anticipates that, in accor-
dance with regulatory changes, beginning on or about June
1, 1995 payment will
be made no later than the third business day after a
redemption request is
made. Generally, if the redemption proceeds are remitted to
a Smith Barney
brokerage account, these funds will not be invested for the
shareholder's ben-
efit without specific instruction and Smith Barney will
benefit from the use
of temporarily uninvested funds. A shareholder who pays for
Fund shares by
personal check will be credited with the proceeds of a
redemption of those
shares only after the purchase check has been collected,
which may take up to
ten days or more. A shareholder who anticipates the need
for more immediate
access to his or her investment should purchase shares with
Federal funds, by
bank wire or with a certified or cashier's check.
Fund shareholders who purchase securities through Smith
Barney or an Intro-
ducing Broker may take advantage of special redemption
procedures under which
Class A shares of the Fund will be redeemed automatically
to the extent neces-
sary to satisfy debit balances arising in the shareholder's
account with Smith
Barney or the Introducing Broker. One example of how an
automatic redemption
may occur involves the purchase of securities. If a
shareholder purchases
securities but does not pay for them by settlement date,
the number of Fund
shares necessary to cover the debit will be redeemed
automatically as of the
settlement date, which usually occurs five business days
after the trade date.
(The Fund anticipates that beginning on or about June 1,
1995, the settlement
date will occur three business days after trade date.)
Class A shares that are
subject to a CDSC (see "Redemption of Shares--Contingent
Deferred Sales
Charge") are not eligible for such automatic redemption and
will only be
redeemed upon specific request. If the shareholder does not
request redemption
of such shares, the shareholder's account with Smith Barney
or the Introducing
Broker may be margined to satisfy debit balances if
sufficient Fund shares
that are not subject to any applicable CDSC are
unavailable. No fee is cur-
rently charged with respect to these automatic
transactions. Shareholders not
wishing to participate in these arrangements should notify
their Smith Barney
Financial Consultant or the Introducing Broker.
16
<PAGE>
Smith Barney Money Funds, Inc.
REDEMPTION OF SHARES (CONTINUED)
A written redemption request must (a) state the Class and
number or dollar
amount of shares to be redeemed, (b) identify the
shareholder's account number
and (c) be signed by each registered owner exactly as the
shares are regis-
tered. If the shares to be redeemed were issued in
certificate form, the cer-
tificates must be endorsed for transfer (or be accompanied
by an endorsed stock
power) and must be submitted to TSSG together with the
redemption request. Any
signature appearing on a redemption request, share
certificate or stock power
must be guaranteed by an eligible guarantor institution
such as a domestic
bank, savings and loan institution, domestic credit union,
member bank of the
Federal Reserve System or member firm of a national
securities exchange. TSSG
may require additional supporting documents for redemptions
made by corpora-
tions, executors, administrators, trustees or guardians. A
redemption request
will not be deemed properly received until TSSG receives
all required documents
in proper form.
CONTINGENT DEFERRED SALES CHARGE -- CASH PORTFOLIO AND
GOVERNMENT PORTFOLIO
Class A shares of the Cash Portfolio and Government
Portfolio and Class C
shares that represent previously issued "Class B" shares of
the Government
Portfolio acquired as part of an exchange privilege
transaction, which were
originally acquired in one of the other Smith Barney Mutual
Funds at net asset
value subject to a CDSC, continue to be subject to any
applicable CDSC of the
original fund. Therefore, such Class A and Class C shares
that are redeemed
within 12 months of the date of purchase of the original
fund may be subject to
a CDSC of 1.00%. The amount of any CDSC will be paid to and
retained by Smith
Barney. The CDSC will be assessed based on an amount equal
to the net asset
value at the time of redemption. Accordingly, no CDSC will
be imposed on
increases in net asset value above the initial purchase
price in the original
Fund. In addition, no charge will be assessed on shares
derived from reinvest-
ment of dividends or capital gains distributions.
In determining the applicability of any CDSC, it will be
assumed that a
redemption is made first of shares representing capital
appreciation, next of
shares representing the reinvestments of dividends and
capital gain distribu-
tions and finally of other shares held by the shareholder
for the longest
period of time. The length of time that Class A and Class C
shares have been
held will be calculated from the date that the shares were
initially acquired
in one of the other Smith Barney Mutual Funds, and such
shares being redeemed
will be considered to represent, as applicable, capital
appreciation or divi-
dend and capital gain distribution reinvestments in such
other funds. For Fed-
eral income tax pur-
17
<PAGE>
Smith Barney Money Funds, Inc.
REDEMPTION OF SHARES (CONTINUED)
poses, the amount of the CDSC will reduce the gain or
increase the loss, as the
case may be, on the amount realized on redemption.
The CDSC on Class A and Class C shares, if any, will be
waived on (a)
exchanges (see "Exchange Privilege" below); (b)
redemptions of shares within
twelve months following the death or disability of the
shareholder; (c) redemp-
tion of shares made in connection with qualified
distributions from retirement
plans or IRAs upon the attainment of age 59 1/2; (d)
involuntary redemptions;
and (e) redemptions of shares in connection with a
combination of a Portfolio
with any investment company by merger, acquisition of
assets or otherwise. In
addition, a shareholder who has redeemed shares from other
funds of the Smith
Barney Mutual Funds may, under certain circumstances,
reinvest all or part of
the redemption proceeds within 60 days and receive pro rata
credit for any CDSC
imposed on the prior redemption.
CDSC waivers will be granted subject to confirmation (by
Smith Barney in the
case of shareholders who are also Smith Barney clients or
by TSSG in the case
of all other shareholders) of the shareholder's status or
holdings, as the case
may be.
For information concerning the CDSC applicable to Class A
and Class C shares
acquired through the Smith Barney 401(k) Program, see
"Purchase of Shares."
EXCHANGE PRIVILEGE
Except as otherwise noted below, shares of each Class may
be exchanged for
shares of the same Class in the following funds of the
Smith Barney Mutual
Funds, to the extent shares are offered for sale in the
shareholder's state of
residence. Exchanges of Class A and Class C shares are
subject to minimum
investment requirements and all shares are subject to other
requirements of the
fund into which exchanges are made and a sales charge
differential may apply.
FUND NAME
Growth Funds
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Fundamental Value Fund,
Inc. Smith Barney Growth Opportunity
Fund Smith Barney Managed Growth Fund
Smith Barney Special Equities Fund
Smith Barney Telecommunications Trust
Growth Fund
18
<PAGE>
Smith Barney Money Funds, Inc.
EXCHANGE PRIVILEGE (CONTINUED)
Growth and Income Funds
Smith Barney Convertible Fund
Smith Barney Funds, Inc. -- Income and Growth
Portfolio Smith Barney Funds, Inc. --
Utility Portfolio
Smith Barney Growth and Income Fund
Smith Barney Premium Total Return Fund
Smith Barney Strategic Investors
Fund Smith Barney Utilities Fund
Taxable Fixed-Income Funds
Smith Barney Adjustable Rate Government Income Fund
Smith
Barney Diversified Strategic Income Fund
Smith Barney Funds, Inc. -- Income Return Account
Portfolio Smith Barney Funds, Inc. -- Monthly Payment
Government Portfolio
*Smith Barney Funds, Inc. -- Short-Term U.S. Treasury
Securities Portfolio
Smith Barney Funds, Inc. -- U.S. Government Securities
Portfolio Smith Barney Government Securities Fund
Smith Barney High Income Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Managed Governments Fund Inc.
Tax-Exempt Funds
Smith Barney Arizona Municipals Fund Inc. Smith
Barney California Municipals Fund Inc. Smith Barney
Florida Municipals Fund
Smith Barney Intermediate Maturity California
Municipals Fund Smith Barney Intermediate Maturity New
York Municipals Fund Smith Barney Limited Maturity
Municipals Fund
Smith Barney Managed Municipals Fund Inc.
Smith Barney Massachusetts Municipals Fund Smith
Barney Muni Funds -- California Portfolio
Smith Barney Muni Funds -- Florida Limited Term
Portfolio Smith Barney Muni Funds -- Florida Portfolio
Smith Barney Muni Funds -- Georgia Portfolio
Smith Barney Muni Funds -- Limited Term Portfolio
Smith Barney Muni Funds -- National Portfolio Smith
Barney Muni Funds -- New Jersey Portfolio Smith Barney
Muni Funds -- New York Portfolio
Smith Barney Muni Funds -- Ohio Portfolio Smith
Barney Muni Funds -- Pennsylvania Portfolio Smith
Barney New Jersey Municipals
Fund Inc. Smith Barney New York Municipals Fund Inc.
Smith Barney Oregon Municipals Fund
Smith Barney Tax-Exempt Income Fund
19
<PAGE>
Smith Barney Money Funds, Inc.
EXCHANGE PRIVILEGE (CONTINUED)
International Funds
Smith Barney Precious Metals and Minerals Fund Inc.
Smith Barney World Funds, Inc. -- Emerging Markets
Portfolio Smith Barney World Funds, Inc. -- European
Portfolio Smith Barney World Funds, Inc. -- Global
Government Bond
Portfolio
Smith Barney World Funds, Inc. -- International
Balanced Portfolio
Smith Barney World Funds, Inc. -- International Equity
Portfolio Smith Barney World Funds, Inc. -- Pacific
Portfolio
Money Market Funds
Smith Barney Municipal Money Market Fund, Inc.
*Smith Barney Muni Funds -- California Money
Market Portfolio
*Smith Barney Muni Funds -- New York Money Market
Portfolio -------------------------------------------------
- ------------------------
* Available for exchange with Class A shares of each
Portfolio,
and
Class Y
shares of the Cash Portfolio and the Government Portfolio.
Class A Exchanges. Class A shares of each Portfolio will be
subject to the
appropriate "sales charge differential" upon the exchange
of such shares for
Class A shares of another fund of the Smith Barney Mutual
Funds sold with a
sales charge. The "sales charge differential" is limited to
a percentage rate
no greater than the excess of the sales charge rate
applicable to purchases of
shares of the mutual fund being acquired in the exchange
over the sales charge
rate(s) actually paid on the mutual fund shares
relinquished in the exchange
and on any predecessor of those shares. For purposes of the
exchange privi-
lege, shares obtained through automatic reinvestment of
dividends and capital
gains distributions are treated as having paid the same
sales charges applica-
ble to the shares on which the dividends or distributions
were paid; however,
except in the case of the Smith Barney 401(k) Program, if
no sales charge was
imposed upon the initial purchase of the shares, any shares
obtained through
automatic reinvestment will be subject to a sales charge
differential upon
exchange.
Class C Exchanges. Upon an exchange, the new Class C shares
will be deemed
to have been purchased on the same date as the Class C
shares of the original
fund that had been exchanged.
Class Y Exchanges. Class Y shareholders of a Portfolio who
wish to exchange
all or a portion of their Class Y shares for Class Y shares
in any of the
funds identified above may do so without imposition of any
charge.
Additional Information Regarding the Exchange Privilege.
Although the
exchange privilege is an important benefit, excessive
exchange transactions
can be detrimental to each Portfolio's performance and its
shareholders. The
invest-
20
<PAGE>
Smith Barney Money Funds, Inc.
EXCHANGE PRIVILEGE (CONTINUED)
ment manager may determine that a pattern of frequent
exchanges is excessive
and contrary to the best interests of each Portfolio's
other shareholders. In
this event, the investment manager will notify Smith
Barney that the Fund may,
at its discretion, decide to limit additional purchases
and/or exchanges by
the shareholder. Upon such a determination by the Fund,
Smith Barney will pro-
vide notice in writing or by telephone to the shareholder
at least 15 days
prior to suspending the exchange privilege and during the
15 day period the
shareholder will be required to (a) redeem his or her
shares in the Portfolio
or (b) remain invested in the Portfolio or exchange into
any of the funds of
the Smith Barney Mutual Funds ordinarily available, which
position the share-
holder would be expected to maintain for a significant
period of time. All
relevant factors will be considered in determining what
constitutes an abusive
pattern of exchanges.
Exchanges will be processed at the net asset value next
determined, plus any
applicable sales charge differential. Redemption procedures
discussed above
are also applicable for exchanging shares, and exchanges
will be made upon
receipt of all supporting documents in proper form. If the
account registra-
tion of the shares of the fund being acquired is identical
to the registration
of the shares of the fund exchanged, no signature guarantee
is required. A
capital gain or loss for tax purposes will be realized upon
the exchange,
depending upon the cost or other basis of shares redeemed.
Before exchanging
shares, investors should read the current prospectus
describing the shares to
be acquired. These exchange privileges are available to
shareholders resident
in any state in which the fund shares being acquired may
legally be sold. The
Fund reserves the right to modify or discontinue exchange
privileges upon 60
days' prior notice to shareholders.
MINIMUM ACCOUNT SIZE
The Fund reserves the right to redeem involuntarily any
shareholder's
account in the Cash Portfolio or the Government Portfolio
if the
aggregate net
asset value of the shares held in the account in either
Portfolio is less than
$500, and to redeem involuntarily any shareholder's account
in the Retirement
Portfolio if the aggregate net asset value of the shares
held in the account
is less than $100. With respect to the Cash Portfolio and
Government Portfo-
lio, any applicable CDSC will be deducted from the proceeds
of this redemp-
tion. (If a shareholder has more than one account in these
Portfolios, each
account must satisfy the minimum account size.) Before the
Board of Directors
of the Fund elects to exercise such right, shareholders
will receive prior
written notice and will be permitted 60 days to bring
accounts up to the mini-
mum to avoid involuntary redemption.
21
<PAGE>
Smith Barney Money Funds, Inc.
YIELD INFORMATION
From time to time the Fund may advertise the yield and
effective yield of
its Portfolios. For the Cash Portfolio and Government
Portfolio, the Fund may
advertise the yield and effective yield of their Class A,
Class C and Class Y
shares. These yield figures are based on historical
earnings and are not
intended to indicate future performance. The yield of a
Portfolio or a Class
refers to the net investment income generated by an
investment in the Portfo-
lio or the Class over a specific seven-day period (which
will be stated in the
advertisement). This net investment income is then
annualized. The
effective
yield is calculated similarly but, when annualized, the
income earned by an
investment in the Portfolio or the Class is assumed to be
reinvested. The
effective yield will be slightly higher than the yield
because of the com-
pounding effect of the assumed reinvestment.
MANAGEMENT OF THE FUND
BOARD OF DIRECTORS
Overall responsibility for management and supervision of
the Fund rests with
the Fund's Board of Directors. The Directors approve all
significant agree-
ments between the Fund and the companies that furnish
services to the Fund and
each Portfolio, including agreements with the Fund's
distributor,
investment
manager, custodian and transfer agent. The day-to-day
operations of each Port-
folio are delegated to the Portfolio's investment manager.
The Statement of
Additional Information contains background information
regarding each Director
and executive officer of the Fund.
MANAGER
Prior to December 31, 1994, Mutual Management Corp. ("MMC")
managed the day-
to-day operations of each Portfolio pursuant to a
management agreement entered
into by the Fund on behalf of each Portfolio. Effective
December 31, 1994, the
Board of Directors of the Fund approved the transfer of all
of the management
agreements with MMC to Smith Barney Mutual Funds Management
Inc. ("SBMFM" or
the "Manager"), an affiliate of MMC. Investment management
of each Portfolio
under SBMFM is conducted by the same personnel who managed
each Portfolio
under MMC. The reporting requirements for these individuals
has also remained
unchanged. In addition, because the original management
agreements with MMC
were simply transferred to SBMFM, the terms of the
agreements (including the
fees) have remained the same.
22
<PAGE>
Smith Barney Money Funds, Inc.
MANAGEMENT OF THE FUND (CONTINUED)
SBMFM, which until November, 1994 operated under the name
Smith, Barney
Advisers, Inc., was incorporated in 1968 under the laws of
Delaware. It is a
wholly-owned subsidiary of Smith Barney Holdings Inc., the
parent company of
Smith Barney. Smith Barney Holdings Inc. is a wholly-owned
subsidiary of The
Travelers Inc., which is a diversified financial services
holding company
engaged, through its subsidiaries, principally in four
business segments:
Investment Services, Consumer Finance Services, Life
Insurance Services and
Property & Casualty Insurance Services.
SBMFM, Smith Barney and Smith Barney Holdings Inc. are each
located at 388
Greenwich Street, New York, New York 10013. SBMFM is also
the investment man-
ager for numerous other investment companies having
aggregate assets as of
March 31, 1995 of approximately $54 billion. For the Fund's
last fiscal year
the management fee was 0.44% of the Cash Portfolio's
average daily net assets,
0.44% of the Government Portfolio's average daily net
assets and 0.45% of the
Retirement Portfolio's average daily net assets. Total
expenses for the Cash
Portfolio were 0.64% of the average daily net assets for
Class A shares; 0.62%
of the average daily net assets for Class C shares and
0.53% of the average
daily net assets for Class Y shares. Total expenses for the
Government Portfo-
lio were 0.61% of the average daily net assets for each of
the Class A and
Class C shares and 0.60% of the average daily net assets
for Class Y shares.
Total expenses for the Retirement Portfolio were 0.70% of
the average daily net
assets. Each Portfolio's management agreement, which was
approved by its share-
holders on September 16, 1994, provides for daily
compensation of the Manager
at the following annual rates: (1) Cash Portfolio--0.45% on
the first $6 bil-
lion of the Portfolio's net assets, 0.425% on the next $6
billion, 0.40% on the
next $6 billion and 0.35% on net assets in excess of $18
billion; (2) Govern-
ment Portfolio--0.45% on the first $2.5 billion of the
Portfolio's net assets,
0.40% on the next $2.5 billion and 0.35% on net assets in
excess of $5 billion;
and (c) Retirement Portfolio--0.45% on the first $1 billion
of the Portfolio's
net assets, 0.40% on the next $1 billion and 0.35% on net
assets in excess of
$2 billion.
Under each management agreement SBMFM is responsible for
furnishing or caus-
ing to be furnished to each Portfolio advice and assistance
with respect to the
acquisition, holding or disposal of investments and
recommendations with
respect to other aspects and affairs of each Portfolio,
bookkeeping, accounting
and administrative services, office space and equipment,
and the services of
the officers and employees of the Fund.
The term "Smith Barney" in the title of the Fund has been
adopted by permis-
sion of Smith Barney and is subject to the right of Smith
Barney to elect that
the Fund stop using the term in any form or combination of
its name.
23
<PAGE>
Smith Barney Money Funds, Inc.
DISTRIBUTOR
Smith Barney serves as Principal Underwriter of shares of
the Fund. The Fund
has adopted for each Portfolio a plan of distribution
pursuant to Rule 12b-1
under the Act (the "Plan") under which a service fee is
paid by each Class A
and Class C to Smith Barney at an annual rate of 0.10% of
the Class' average
daily net assets. The fee is used by Smith Barney to pay
its Financial Consul-
tants for servicing shareholder accounts for as long as a
shareholder remains a
holder of the Class. The service fee is credited at a rate
of 0.10% of the
average balance of Class shares held in the accounts of
customers of Financial
Consultants. The service fee is also spent by Smith Barney
on the following
types of expenses: (1) the pro rata share of other
employment costs of such
Financial Consultants (e.g., FICA, employee benefits,
etc.); (2) employment
expenses of home office personnel primarily responsible for
providing service
to a Portfolio's shareholders and (3) the pro rata share of
branch office fixed
expenses (including branch overhead allocations).
Shareholder servicing
expenses incurred by Smith Barney but not reimbursed by a
Class in any year
will not be a continuing liability of the Class in
subsequent years.
Smith Barney also serves as investment manager and
distributor of The Ineffi-
cient-Market Fund, Inc., a closed-end investment company.
Smith Barney also
advises profit-sharing and pension accounts. Smith Barney
and its affiliates
may in the future act as investment advisers for other
accounts.
ADDITIONAL INFORMATION
The Fund, an open-end, diversified investment company, was
incorporated under
Maryland law on May 28, 1974. The Board of Directors has
authorized the issu-
ance of four series of shares, each representing shares in
one of four separate
Portfolios -- the Cash Portfolio, the Government Portfolio,
the Retirement
Portfolio and the U.S. Treasury Portfolio -- and may also
authorize the crea-
tion of additional series of shares. Each share of a
Portfolio or Class repre-
sents an equal proportionate interest in the net assets of
that Portfolio or
Class with each other share of the same Portfolio or Class
and is entitled to
such dividends and distributions out of the net income of
that Portfolio or
Class as are declared in the discretion of the Board.
Shareholders are entitled
to one vote for each share held and will vote in the
aggregate
and not by Port-
folio or Class except as otherwise required by the Act or
Maryland law. As
described under "Voting Rights" in the Statement of
Additional Information, the
Fund ordinarily will not hold shareholder meetings;
however, shareholders have
the right to call a meeting upon a vote of 10% of the
Fund's outstanding shares
for the purpose of voting to remove directors and the Fund
will assist share-
holders in calling such a meeting as required by the Act.
24
<PAGE>
Smith Barney Money Funds, Inc.
ADDITIONAL INFORMATION (CONTINUED)
PNC Bank, National Association, located at 17th and
Chestnut Streets, Phila-
delphia, Pennsylvania 19103, serves as custodian of each
Portfolio's invest-
ments.
TSSG, located at Exchange Place, Boston, Massachusetts
02109,
serves as the
Fund's transfer agent.
The Fund sends its shareholders a semi-annual report and
an
audited annual
report, which include listings of the investment
securities held by the Fund
at the end of the period covered. In an effort to reduce
the Fund's printing
and mailing costs, the Fund plans to consolidate the
mailing of its semi-
annual and annual reports by household. This consolidation
means that a house-
hold having multiple accounts with the identical address
of record will
receive a single copy of each report. In addition, the
Fund also plans to con-
solidate the mailing of its Prospectus so that a
shareholder having
multiple
accounts (that is, individual, IRA and/or Self-Employed
Retirement Plan
accounts) will receive a single Prospectus annually.
Shareholders who do not
want this consolidation to apply to their account should
contact their Smith
Barney Financial Consultant or the Fund's transfer agent.
25
<PAGE>
[LOGO OF
SMITH BARNEY APPEARS HERE]
SMITH BARNEY
MONEY FUNDS, INC.
388 Greenwich Street
New York, New York 10013
FD 2322 D5
Part B
April 28, 1995 April 28, 1995
SMITH BARNEY MONEY FUNDS,
INC. 388 Greenwich
Street
New York, New York 10013
STATEMENT OF ADDITIONAL
INFORMATION
Smith Barney Money Funds, Inc. is a
money market fund that invests in high
quality money market
instruments. The Fund seeks to
provide:
Daily Income Convenience
Daily
Liquidity
Stability of Net Asset Value
Shares of the Fund are currently offered in three
Portfolios: Cash Portfolio
Government Portfolio
Retirement Portfolio
This Statement of Additional information is not a
Prospectus. It is intended to provide more detailed
information about Smith Barney Money Funds, Inc. (the
"Fund") as well as matters already
discussed in the Prospectus and therefore should be
read in conjunction with the April 28, 1995April 28, 1995
Prospectus which may be obtained from the Fund or a
Smith Barney Financial Consultant.
TABLE OF CONTENTS
Page Reference
In: Statement of
Additional
Information
Directors and Officers 2
Investment Restrictions and Fundamental
Policies 4
Computation of Yield 6
Valuation of Shares and Amortized Cost
Valuation 6
IRA and Other Prototype Retirement Plan
7
The Management Agreement, Plan of Distribution
and Other Services 8
Voting Rights
9
Custodian, Transfer and Dividend
Disbursing
Agent
111
Independent Auditors
111
Financial Statements
11
Appendix - Securities Ratings 12
DIRECTORS AND OFFICERS
*JESSICA BIBLIOWICZ, Director and President
Executive Vice President of Smith Barney, President and Director
of eleven investment companies associated with Smith Barney;
prior to January, 1994, Director of Sales and Marketing of
Prudential Mutual Funds; Prior to September, 1991, Assistant
Portfolio Manager to Shearson Lehman Brothers; 35.
*JESSICA BIBLIOWICZ, Director and President
Executive Vice President of Smith Barney Inc. ("Smith Barney"),
President of forty investment companies associated with Smith
Barney and Director of twelve investment companies associated with
Smith Barney; prior to January, 1994, Director of Sales and
Marketing of Prudential Mutual Funds; Prior to September, 1991,
Assistant Portfolio Manager for Shearson Lehman Brothers; 35.
RALPH D. CREASMAN, Director
Retired, 4 Moss Hammock Lane, The Landings, Skidaway Island,
Savannah, Georgia 31411. Director of ten ten investment
companies associated with Smith Barney. Inc.("Smith Barney"
)(see below). Formerly, Chairman, President and Chief Executive
Officer of Lionel D. Edie & Co., Inc. (investment counselors),
Chairman of Edie International S.A. and President and Director of
Edie Ready Assets Trust, Fundamerica of Japan, Edie Special Growth
Fund and Edie Capital Fund; 73 73.
JOSEPH H. FLEISS, Director
Retired, 3849 Torrey Pines Blvd., Sarasota, Florida 34238.
Director of ten ten investment companies associated with Smith
Barney. Formerly,
Senior Vice President of Citibank, Manager of Citibank's Bond
Investment Portfolio and Money Management Desk and a Director of
Citicorp Securities Co., Inc.Inc; 77 77.
DONALD R. FOLEY, Director
Retired, 3668 Freshwater Drive, Jupiter, Florida 33477. Director
of ten ten investment companies associated with Smith Barney.
Formerly, Vice President of Edwin Bird Wilson, Incorporated
(advertising); 72 72. PAUL HARDIN, Director
Chancellor of the University of North Carolina at Chapel Hill,
University of North Carolina, 103 S. Building, Chapel Hill,
North Carolina 27599;
Director of twelve twelve investment companies associated
with Smith Barney; and a Director of The Summit Bancorporation; 63
63. FRANCIS P.. MARTIN, Director
Practicing physician, 2000 North Village Avenue, Rockville Centre,
New York11570. Director of ten ten investment companies
associated
with
Smith Barney. Formerly, President of the Nassau Physicians' Fund,
Inc.; 70 70.
*HEATH B. MCLENDON, Chairman of the Board and Chief Executive
Officer Managing Director of Smith Barney; Director of thirty-
nine investment companies associated with Smith Barney; President
of Smith Barney Mutual Fund Management Inc. ("SBMFM" or the
"Manager"); Chairman of Smith Barney Strategy Advisers Inc.; prior
to July 1993, Senior Executive Vice President of Shearson Lehman
Brothers, Inc.; Vice Chairman of Shearson Asset Management; 61.
*HEATH B. MCLENDON, Chairman of the Board and Chief Executive
Officer Managing Director of Smith Barney; Director of forty-
one investment companies associated with Smith Barney; President
of Smith Barney Mutual Fund Management Inc. ("SBMFM" or the
"Manager"); Chairman of Smith Barney Strategy Advisers Inc.; prior
to July 1993, Senior Executive Vice President of Shearson Lehman
Brothers, Inc.; Vice Chairman of Shearson Asset Management; 61.
RODERICK C. RASMUSSEN, Director
Investment Counselor, 81 Mountain Road, Verona, New Jersey 07044.
Director of ten ten investment companies associated with Smith
Barney. Formerly, Vice President of Dresdner and Company Inc.
(investment
counselors); 68 68.
JOHN P. TOOLAN, Director
Retired, 13 Chadwell Place, Morristown, New Jersey, 07960.
Director of ten ten investment companies associated with Smith
Barney. Formerly, Director and Chairman of Smith Barney Trust
Company, Director of Smith Barney Holdings Inc. and the Manager
and Senior Executive Vice President, Director and Member of the
Executive Committee of Smith Barney; 64 64.
*Designates an "interested person" as defined in the Investment
Company Act of 1940 whose business address is 388 Greenwich
Street, New York, NY 10013388 Greenwich Street, New York, NY
10013. Such person is not separately compensated as a Fund
officer or director.
C. RICHARD YOUNGDAHL, Director
Retired, 339 River Drive, Tequesta, Florida 33469. Director of
ten ten investment companies associated with Smith Barney and
Member of the Board of Directors of D. W. Rich & Company, Inc.
Formerly Chairman of the Board of Pensions of the Lutheran
Church
in America and Chairman of the Board and Chief Executive Officer
of Aubrey G. Lanston & Co. (dealers in U.S. Government
securities) and President of the Association of Primary Dealers
in U.S. Government Securities;79 79.
*LEWIS E. DAIDONE, Senior Vice President and Treasurer
Managing Director of Smith Barney; Senior Vice President and
Treasurer of forty-one forty-one investment companies associated
with Smith Barney, and Director and Senior Vice President of the
Manager; 37 Manager; 37.
*PHYLLIS M. ZAHORODNY, Vice President and Investment Officer
*PHYLLIS M. ZAHORODNY, Vice President and Investment Officer
Managing Director of Smith Barney and Portfolio Manager. Prior
to August, 1993, Managing Director and Portfolio Manager of
Shearson Lehman Brothers Inc.
Managing Director of Smith Barney. Prior to August,
1993, Managing Director and Portfolio Manager of Shearson
Lehman Brothers Inc; 37..; 37.
*EVELYN ROBERTSON, Vice President and Investment Officer
*EVELYN ROBERTSON, Vice President and Investment Officer
Vice President of Smith Barney and Portfolio Manager. Prior to
August,
1993, Vice President and Portfolio Manager of Shearson Lehman
Brothers Inc.Vice President of Smith Barney. Prior to August,
1993, Vice President and Portfolio Manager of Shearson Lehman
Brothers Inc; 39..; 39.
*IRVING DAVID, Controller and Assistant Secretary
Vice President of Smith Barney and the Manager. Prior to
March, 1994, Assistant Treasurer of First Investment Management
Company; 34. *IRVING DAVID, Controller and Assistant Secretary
Vice President of Smith Barney and the Manager, Controller of 2
investment companies associated with Smith Barney , Controller
of 2 investment companies associated with Smith Barney. Prior to
March, 1994, Assistant Treasurer of First Investment Management
Company; 34.
*CHRISTINA T. SYDOR, Secretary
Managing Director of Smith Barney and Secretary of forty-one
forty one investment companies associated with Smith Barney;
Secretary and General Counsel of the Manager; 44 Secretary and
General Counsel of the Manager; 44.
__________________
* Designates an "interested person" as defined in the Investment
Company Act of 1940 whose business address is 388 Greenwich
Street, New York, NY 10013 is 388 Greenwich Street, New York, NY
10013. Such person is not separately compensated as a Fund
officer or director.
On March 31, 1995 March 31, 1995, directors and officers
owned in the aggregate less than 1% of the outstanding securities
of each Portfolio.
The following table shows the compensation paid by the
Fund to
each director during the Fund's last fiscal year. None of the
officers of the Fund recieved any compensation from the Fund for
such period. Officers and interested directors of the Fund are
compensated by Smith Barney.
COMPENSATION TABLE
Total
Pension or
Compensation
Number of
Retirement from
Fund
Funds for
Aggregate Benefits Accrued
and
Fund Which Director
Compensation as part of
Complex
Served Within
Name of Person from Fund Fund Expenses
Paid to Directors Fund Complex
Ralph D. Creasman $ 5696.00 $0
$
51,500.00 10
Joseph H. Fleiss 5,396.00 0
50,900.00 10
Donald R. Foley 5,696.00 0
51,500.00 10
Paul Hardin 2,998.00 0
96,400.00
25
Francis P. Martin 5,696.00 0
51,500.00 10
Roderick C. Rasmussen 5,696.00 0
51,500.00
10
John P. Toolan 5,696.00 0
51,500.00
10
Stephen J. Treadway 0 0 0
12
C. Richard Youngdahl 5,696.00 0
51,500.00
10 The following table shows the compensation paid by the Fund
to each director during the Fund's last fiscal year. None of the
officers of the Fund received any compensation from the Fund for
such period. Officers and interested directors of the Fund are
compensated by Smith Barney.
COMPENSATION TABLE
Total
Pension or
Compensation
Number of
Retirement from
Fund Funds for
Aggregate Benefits Accrued
and
Fund Which Director
Compensation as part of
Complex
Serves Within
Name of Person from Fund Fund Expenses
Paid to Directors Fund Complex
Jessica Bibliowicz() $ 0 $0
$
0 12
Ralph D. Creasman 5696.00 0 51,500.00
10
Joseph H. Fleiss 5,396.00 0
50,900.00
10
Donald R. Foley 5,696.00 0
51,500.00
10
Paul Hardin 2,998.00 0
27,800.00()
12()
Francis P. Martin 5,696.00 0
51,500.00
10
Heath B. McLendon() 0 0 0
41 41
Roderick C. Rasmussen 5,696.00 0
51,500.00
10
John P. Toolan 5,696.00 0
51,500.00
10
C. Richard Youngdahl 5,696.00 0
51,500.00
10
Designates an "interested director."
Reflects the compensation paid to Dr. Hardin and the number of
funds within the Fund Complex for which Dr. Hardin serves as a
director as of the date of this Statement of Additional
Information. For the fiscal year ended December 31, 1994, Mr.
Hardin served as a director of 25 funds within the Fund Complex and
was paid $96, 400.
INVESTMENT RESTRICTIONS AND FUNDAMENTAL POLICIES
The Fund has adopted the following restrictions
and
fundamental policies that cannot be changed without approval
by a "vote of a majority of the outstanding voting securities"
of each Portfolio affected by the change, as defined in the
Investment Company Act of 1940 (the "Act") and in accordance
with Rule 18f-2 thereunder (see "Voting Rights").
(1) No Portfolio may borrow money except from banks for
temporary purposes in an amount up to 10% of the value of its
total assets and may pledge its assets in an amount up to 10%
of the value of its total assets only to secure such
borrowings. The Fund will borrow money only to accommodate
requests for the redemption of shares while effecting an
orderly liquidation of portfolio securities or to clear
securities
transactions and not for leveraging purposes.
Whenever
borrowings exceed 5% of the value of a Portfolio's total
assets, the Portfolio will not make any additional
investments. This restriction shall not be deemed to
prohibit the Government Portfolio from entering into
reverse repurchase agreements so long as not more than 33
1/3% of the Portfolio's total assets are subject to such
agreements, nor will it be deemed to prohibit the
Fund from obtaining letters of credit solely for purposes of
participating in a captive insurance company sponsored by the
Investment Company Institute to provide fidelity and directors
and officers liability insurance; (2) The Cash Portfolio and
the Retirement Portfolio each may not with respect to 75%
of its assets invest more than 5% of its assets in the
securities of any one issuer, except securities issued
or guaranteed as to
principal and interest by the U.S. Government, its agencies
or instrumentalities or U.S. bank obligations;1 (3)
Neither the Cash Portfolio nor the Retirement Portfolio
may invest less than
25% of its assets in bank obligations (including both
domestic
and foreign bank obligations) and each reserves freedom of
action to concentrate in securities issued or guaranteed as
to principal and
interest by the U.S. Government, its agencies of
instrumentalities; (4) No Portfolio may sell securities
short; (5) No Portfolio may write or purchase put or call
options; (6) No Portfolio may purchase illiquid securities
(such as repurchase agreements with maturities in excess of
seven days) or other securities that are not readily
marketable if more than 10% of the total assets of the
Portfolio would be invested in
such
securities; (7) No Portfolio may purchase or sell real
estate, real estate investment trust securities, commodities,
or oil and gas interests; (8) No Portfolio may make loans
to others (except through the purchase of debt
obligations referred to under "Investment Objectives and
Policies" in the Prospectus), except that the
Fund may purchase and simultaneously resell for later
delivery, obligations issued or guaranteed as to principal
and interest by the U.S. Government or its
agencies or
instrumentalities; provided, however, that the Fund will
not enter into such a repurchase agreement on behalf of a
Portfolio if, as a result thereof, more than 10% of its total
assets (taken at current value) at that time would be
subject to repurchase agreements maturing in more than seven
days; (9) No Portfolio may invest in companies for the
purpose of exercising control; and (10) No
Portfolio may invest in securities of other investment
companies, except as they may be acquired as part of a
merger, consolidation or acquisition of assets.
Notwithstanding any of the foregoing investment
restrictions, each of
the
Cash Portfolio, the Government Portfolio and
the
Retirement Portfolio may invest up to 100% of its assets in
U.S. Government Obligations.
If a Portfolio adheres to a percentage restriction at
the time of investment, a later increase or decrease in
percentage
resulting from a change in values of portfolio securities
or amount of total or net assets will not be considered a
violation of any of the foregoing policies.
Though the Fund has never entered into reverse
repurchase agreements and does not currently intend to commit
more than 5%
of its net assets to such agreements, the Government
Portfolio's fundamental policies permit it to invest 1/3 of
its total assets in reverse repurchase agreements and to
enter into reverse repurchase agreements with
broker/dealers and other financial institutions including
the Fund's custodian. Such agreements involve the sale
of portfolio securities with an agreement to repurchase
the securities at an agreed-upon price, date and interest
payment and have the characteristics of borrowing. Since
the proceeds of borrowings under reverse repurchase
agreements are invested, this would introduce the
speculative factor known as "leverage." Such
transactions are
only
advantageous if the Government Portfolio has an opportunity
to earn a greater rate of interest on the cash derived
from the
transaction than the interest cost of obtaining that
cash. Opportunities to realize earnings from the use of the
proceeds
equal to or greater than the interest required to be paid may
not always be available, and the Fund intends to use the
reverse repurchase technique only when the Manager believes
it will be
advantageous to the Government Portfolio. The use of
reverse repurchase agreements may exaggerate any interim
increase or decrease in the value of the Government
Portfolio's assets. The
Fund's custodian bank will maintain a separate account for
the
Government Portfolio with securities having a value equal to
or greater than such commitments.
Although the investment policies of the Cash Portfolio
and the Retirement Portfolio permit each Portfolio to invest
in fixed time deposits without maturity and percentage
restrictions, each of these Portfolios currently intends to
limit to 5% of its net assets investment in fixed time
deposits with a maturity of from two business to seven
calendar days and will invest only if, when combined with
other illiquid assets of the Portfolio, not more than 10%
of its assets would be invested in all such instruments.
Fixed time deposits, unlike negotiable certificates of
deposit, generally do not have a market and may be subject
to penalties for early withdrawal of funds.
The Articles of Incorporation of the Fund permit the
Board of Directors to establish additional Portfolios of
the Fund from time to time. The investment restrictions
applicable to any such additional Portfolio would be
established by the Board of Directors at the time such
Portfolio were established and may differ from those set
forth above. In the event of the liquidation or
dissolution of a Portfolio or of the Fund, shares of a
Portfolio are entitled to receive the assets belonging to
that Portfolio and a proportionate distribution of any
general assets not belonging to any particular Portfolio
that are available for distribution based upon the relative
net assets of the respective Portfolios.
COMPUTATION OF YIELD
For the seven-day period ended December 31, 19944 the
yield for the Cash Portfolio was 5.075.07% (the effective
yield was 5.205.20%) for Class A and Class C shares
and 5.17% (the
effective yield was 5.30%) for the Class Y shares for Class A
and Class C shares and 5.17% (the effective yield was 5.30%)
for the
Class Y shares with an average dollar-weighted portfolio
maturity of 4040 days; the yield the Government Portfolio
was 5.02% (the
effective yield was 5.14%) for the Class A and Class C shares
and 5.12 %(the effective yield was 5.24%) for the Class Y
shares the yield for the Government Portfolio was 5.02% (the
effective yield was 5.14%) for the Class A and Class C
shares and 5.12%(the effective yield was 5.24%) for the
Class Y shares with an average dollar-weighted maturity of
3939 days; and the yield for the Retirement Portfolio
was 5.145.14% (the effective yield was 5.275.27%) with an
average dollar-weighted portfolio maturity of 3737 days.
The Fund quotes current yield of each Portfolio and class
by dividing the net change in the value of a hypothetical pre
existing account having a balance of one share at the
beginning of a recent seven-day base period by the value of
the account at the beginning of the base period and
multiplying this base period return by 365/7. (Net change
in account value being the value of additional shares
purchased with dividends from original shares and
dividends declared on both original shares and any
additional shares, but does not include any changes in
unrealized appreciation or depreciation.) In addition, for
each Portfolio and class the Fund may from time to
time quote effective yield figures assuming the compounding
of dividends. The effective yield will be slightly higher
than the yield because of the compounding effect. The Fund
also quotes for each Portfolio and class the average
dollar-weighted portfolio maturity for the corresponding
seven-day period.
Although principal is not insured, it is not expected
that the net asset value of each Portfolio's shares will
fluctuate because the Fund uses the amortized cost method
of valuation. (See "Valuation of Shares" in the Prospectus
and below.) The investor should remember that yield is a
function of the type, quality and maturity of the
instruments in a Portfolio, and the Portfolio's operating
expenses. While current yield information may be useful,
investors should realize that each Portfolio's current
yield will fluctuate, is not necessarily representative
of future results and may not provide a basis for comparison
with bank deposits or other investments that pay a fixed
yield for a stated period of time.
VALUATION OF SHARES AND AMORTIZED COST VALUATION
The Prospectus shares that net asset value will be determined
on any day the New York Stock Exchange is open and that
the net asset value may be determined on any day that the
settlement of securities otherwise occurs. The New York
Stock Exchange is closed on the following holidays: New
Year's Day, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.
The Fund uses the "amortized cost method" for valuing
portfolio securities pursuant to a rule under the Act. The
amortized cost method of valuation of the Fund's portfolio
securities involves valuing a security at its cost at the
time of purchase and thereafter assuming a constant
amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on
the market value of the instrument. The market value of
portfolio securities will fluctuate on the basis of the
creditworthiness of the issuers of such securities and
with changes in interest rates generally. While the
amortize cost method provides certainty in valuation, it may
result in periods during which value, as determined by
amortized cost, is higher
or lower than the price the Portfolio would receive if it
sold the instrument. During such periods the yields to
investors in the Fund may differ somewhat from that
obtained in a similar company that uses mark-to-market values
for all its portfolio securities. For example, if the use of
amortized cost resulted in a lower (higher) aggregate
portfolio value on a particular day, a prospective
investor in the Fund would be able to obtain a somewhat
higher (lower) yield than would result from investment in
such similar company, and existing investors would receive
less (more) investment income.
The purpose of this method of valuation is to attempt to
maintain a constant net asset value per share, and it is
expected that the price of the Fund's shares will remain
at $1.00; however, shareholders should be aware that
despite procedures that will be followed to have a
stabilized price, including maintaining a maximum dollar-
weighted average portfolio maturity of 90 days and investing
in securities with remaining maturities of only 13 months
or less, there is no assurance that at some future date
there will not be a rapid change in prevailing interest
rates, a default by an issuer or some other event that
could cause the Fund's price per share to change from
$1.00.
IRA AND OTHER PROTOTYPE RETIREMENT PLANS
Copies of the following plans with custody or
trust agreements have been approved by the Internal Revenue
Service and are available from the Fund or Smith Barney;
investors should consult with their own tax or retirement
planning advisors prior to the establishment of a plan. IRA,
Rollover IRA, and Simplified Employee Pension - IRA
The Tax Reform Act of 1986 (the "Tax Reform Act") changed
the eligibility requirements for participants in
Individual Retirement Accounts ("IRAs"). Under the Tax
Reform Act if you or your spouse have earned income and
neither you nor your spouse is an active participant in an
employersponsored retirement plan, each of you may
establish an IRA and make maximum annual
contributions limited to the
lesser of earned income or $2,000. If your spouse is not
employed, you may contribute and deduct on your joint return
a total of $2,250 between two IRAs.
If you or your spouse is an active participant in an
employer sponsored retirement plan, a deduction for
contributions to an IRA might still be allowed in full or
in part, depending on your combined adjusted gross income.
For married couples filing
jointly, a full deduction for contributions to an IRA will
be allowed where the couples' adjusted gross income is below
$40,001 ($25,001 for an unmarried individual); a partial
deduction will be
allowed where adjusted gross income is between $40,001-50,000
($25,001-35,000 for an unmarried individual); and no
deduction when
adjusted gross income is $50,000 or more ($35,000 for an
unmarried individual). Shareholders should consult their
tax advisors concerning the effects of the Tax Reform Act
on the deductibility of their IRA contributions.
A Rollover IRA is available to defer taxes on lump
sum payments and other qualifying rollover amounts (no
maximum) received from another retirement plan.
An employer who has established a Simplified Employee
Pension - IRA ("SEP-IRA") on behalf of
eligible employees may make a
maximum annual contribution to each participant's account of
15% (up to $22,500$22,500) of each participant's
compensation.
In addition, certain small employers (those who have 25
or fewer employees) can establish a Simplified Employee
Pension Plan Salary Reduction Plan ("SEP - Salary Reduction
Plan") under which employees can make elective pre-tax
contributions of up to $9,240 of gross income. Consult
your tax advisor for special rules regarding establishing
either type of SEP.
An ERISA disclosure statement providing additional details is
included with each IRA application sent to participants.
Paired Defined Contribution Prototype
Corporations (including Subchapter S corporations)
and non-corporate entities may purchase shares of the Fund
through the Smith Barney Prototype Paired Defined
Contribution Plan. The prototype permits adoption of
profit-sharing provisions, money purchase pension
provisions, or both, to provide benefits for eligible
employees and their beneficiaries. The prototype
provides for a maximum annual tax deductible contribution
on behalf of each Participant of up to 25% of compensation,
but not to exceed $30,000 (provided that a money purchase
pension plan or both a profit-sharing plan and a money
purchase pension plan are adopted thereunder).
THE MANAGEMENT AGREEMENT, PLAN OF DISTRIBUTION AND OTHER
SERVICES
Manager
Smith Barney Mutual Funds Management Inc Smith Barney
Mutual Funds Management Inc.. (the "Manager") manages the
day to day operations of each Portfolio pursuant to
management agreements entered into by the Fund on behalf of
each Portfolio. Under the management agreements, the
Manager offers each Portfolio advice and
assistance with respect to the acquisition, holding or
disposal of securities and recommendations with respect to
other aspects of the business and affairs of each Portfolio.
It also furnishes each Portfolio with executive and
other personnel; management, bookkeeping, accounting and
administrative services; office space and equipment; and the
services of the officers and employees of the Fund.
For the years 1992, 1993, and 19941994, the management
fee for
the Cash Portfolio was $10,543,721, $13,386,741
and
$20,507,822$20,507,822, respectively; for the years 1992,
1993 and
19941994, the management fee for the Government Portfolio
was $2,497,293, $2,961,843 and
$4,378,067$4,378,067, respectively, and for the years
1992, 1993 and
19941994 the management fee for the
Retirement Portfolio was $4,367,459, $4,865,152 and
$5,058,146$5,058,146, respectively.
Each Portfolio's new management agreement, which was
approved by its shareholders on September 16, 1994 and
became effective on November 2121, 1994, provides for
daily compensation of the Manager at the following annual
rate: (1) Cash Portfolio - 0.45% on the first $6 billion
of the Portfolio's net assets, 0.425% on the next $6
billion, 0.40% on the next $6 billion and 0.35% on net
assets in excess of $18 billion; (2) Government Portfolio
0.45% on the first $2.5 billion of the Portfolio's net
assets, 0.40%
on the next $2.5 billion and 0.35% on net assets in excess
of $5 billion; and (c) Retirement Portfolio - 0.45% on the
first $1 billion of the Portfolio's net assets, 0.40% on
the next $1 billion and 0.35% on net assets in excess of
$2 billion.
Each Portfolio's management agreement further provides
that all other expenses not specifically assumed by the
Manager under each management agreement are borne by
the Fund. Expenses payable by the Fund include, but are
not limited to, all charges of custodians (including sums
as custodian and sums for keeping books, performing
portfolio valuations, and for rendering other services to
the Fund) and shareholder servicing agents, filing fees
and expenses relating to the registration and qualification
of the Fund's shares under Federal or state securities
laws and maintaining such registrations and qualifications
(including the printing of the Fund's registration
statements and prospectuses), expenses of preparing,
printing and distributing all proxy material, reports
and notices to shareholders, outof-pocket expenses of
directors and fees of directors who are not
"interested persons" as defined in the Act, fees of
auditors and legal counsel, interest, taxes, fees and
commissions of every kind, expenses of issue, repurchase or
redemption of shares, and all other costs incident to
the Fund's corporate existence and extraordinary expenses
such as litigation and indemnification expenses. Direct
expenses are charged to each Portfolio; the management
fee and general corporate expenses are allocated on the
basis of relative net assets. No sales or promotion
expenses are incurred by the Fund, but expenses incurred in
complying with laws regulating the issue or sale of
the Fund's shares are
not deemed sales or promotion expenses.
The Manager has agreed that if in any fiscal year the
total expenses of any Portfolio, exclusive of taxes,
brokerage, interest and (with the prior written consent
of the necessary state securities commissions)
extraordinary
expenses exceed
0.7%
of the average daily net assets for that fiscal year
of the Portfolio, the Manager will reduce its fee to the
extent of such excess. The 0.7% voluntary expense
limitation shall be in effect until it is terminated by 14
days' written notice to shareholders and by supplement to
the then current prospectus.
Each Portfolio's management agreement will continue in
effect if specifically approved annually by a majority of
the directors of the Fund, including a majority of the
directors who are not parties to such contract or
"interested persons" of any such party.Each agreement
may be terminated without penalty by
either of the parties on 60 days' written notice and
must terminate in the event of its assignment. It may be
amended or modified only if approved by vote of the
holders of "a majority of the outstanding voting
securities" of such Portfolio as defined in the
Act and Rules thereunder
which is discussed below under "Voting Rights."
Each agreement provides that the Manager is not
liable for any act or omission in the course of or in
connection with rendering services under the agreement in
the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations or
duties.
Plan of Distribution
The Fund has adopted for each Portfolio a
plan
of
distribution pursuant to Rule 12b-1 under the Act (the
"Plan") under which a service fee is paid by each of Class
A and Class C to Smith Barney at an annual rate of 0.10%
of the Portfolio's or class' average daily net assets. See
"DistributorDistibutor" in the Prospectus.
Brokerage
The Manager places orders for the purchase and
sale of securities for the portfolios of the Fund. All
of the Fund's portfolio transactions have been
principal transactions with major dealers in money market
instruments, on which no brokerage commissions are paid.
Purchases from or sales to dealers serving as market-
makers include the spread between the bid and asked
prices. No portfolio transactions are handled by Smith
Barney.
VOTING RIGHTS
As permitted by Maryland law, there will normally
be no meetings of shareholders for the purpose of
electing directors unless and until such time as less
than a majority of the directors holding office have
been elected by shareholders. At
that time, the directors then in office will call a
shareholders' meeting for the election of directors. The
directors must call a meeting of shareholders for the
purpose of voting upon the question of removal of any
director when requested in writing to do so by the
record holders of not less than 10% of the outstanding
shares of the fund. At such a meeting, a director may
be removed after the holders of record of not less than a
majority of the outstanding shares of the Fund have
declared that the director be removed either by declaration
in writing or by votes cast in person or by proxy. Except
as set forth above, the directors shall continue to hold
office and may appoint successor directors.
Rule 18f-2 under the Act provides that any matter
required to be submitted by the provisions of the Act or
applicable state law,
or otherwise, to the holders of the outstanding voting
securities of an investment company such as the Fund shall
not be deemed to have been effectively acted upon unless
approved by "vote of a majority of the outstanding
voting securities" (as defined below) of each Portfolio or
class affected by the matter. Rule
18f-2 further provides that a Portfolio or class shall be
deemed to be affected by a matter unless it is clear
that the interests of each Portfolio or class in a matter
are identical or that the matter does not affect any
interest of the Portfolio or class. Under the Rule the
approval of a management agreement or any
change in a fundamental investment policy would
be
effectively acted upon with respect to a Portfolio
only if approved by a majority of the outstanding voting
securities of the Portfolio affected by the matter. The
Rule, however, also provides that the ratification of
independent public accountants, the election of
directors, and the approval of a distribution agreement
that is submitted to shareholders are not subject to the
separate voting requirements and may be effectively acted
upon
by a vote of the holders of a majority of all Fund shares
voting without regard to Portfolio.
As used in the Prospectus and this Statement of
Additional
Information, a "vote of a majority of the outstanding
voting securities" means the affirmative vote of the lesser
of (a) more than 50% of the outstanding shares of the
Fund (or the affected Portfolio or class) or (b) 67% or
more of such shares present at a meeting if more than 50%
of the outstanding shares of the Fund (or the affected
Portfolio or class) are represented at the meeting in
person or by proxy.
Following are the names, addresses and percent of
ownership of each person who owns of record or is known by
the Fund to own of record of beneficially 5% or more of
any Class of the Cash Portfolio as of March 31, 1995:
Frontier Trust Company as TTEE, Reynolds Brothers Inc., In
care of the Barclay Group, Springhouse Corporate Center II,
323 Norristown Rd., Ambler, PA 19002 owned of record
227,841.319 shares (17.88%) of the Class C shares;
Frontier Trust Company as TTEE, Jones, Hirsch, Connors &
Bull, In care of the Barclay Group, Springhouse Corporate
Center II, 323 Norristown Rd., Ambler, PA 19002 owned of
record 156,263.820 shares (12.27%) of the outstanding
Class C shares; Frontier Trust Company as TTEE, Bassetti
Architects P S, Architects, Inc. c/o Barclay Group Attn:
Julianna McPhee, 1011 Western Avenue Suite 701, Seattle,
WA 98104 owned of record 109,646.400 shares (8.61%) of
the outstanding Class C shares; Frontier Trust Company
as TTEE, Gary T. Evans, In care of the Barclays Group,
Springhouse Corporate Center II, 323 Norristown Rd.,
Ambler, PA 19002 owned of record 91,417.868 shares
(7.18%) of the outstanding Class C shares; Frontier
Trust Company as TTEE, Steve's Homemade Ice Cream Inc,
In care of the Barclay Group, Springhouse Corporate Center
II, 323 Norristown Rd., Ambler, PA 19002 owned of
record 73,203.220 shares
(5.75%) of
the
outstanding Class C shares; Frontier Trust Company as
TTEE, Post Trucking Inc #4752, In care of the Barclay
Group, Springhouse Corporate Center II, 323 Norristown
Rd., Ambler, PA 19002 owned of record 70,583.430 shares
(5.54%) of the outstanding Class C shares; John W.
Amerman and Jerome T. Amerman TTEES, FBO the Amerman
Family Trust DTD 7/18/84, 2813 via Segovia, Palos Verdes
Estates, CA 90274 owned of record 528,564.300 shares
(100%) of the outstanding Class Y shares and Daniel M.
Johnston, Smith Barney Inc. IRA Custodian, North Rd., PO
Box 296, Tully, NY 13159-0296 owned of record 5,086.300
shares (100%) of the outstanding Class Z shares.
Following are the names, addresses and percent
ownership of each person who owns of record or is known by
the Fund to own of record or beneficially 5% or more of
any Class of the Government Portfolio as of March 31,
1995: Jerry L Calkins, Smith Barney Inc. Rollover
Custodian, 8694 W. 101 Street, Overland Park, KS 66212-
3416 owned of record 134,019.410 shares (5.44%) of the
outstanding Class C shares; Daniel K.
Silva, 415 Monticello Rd., San Rafael, CA 94903-3315
beneficially owned 133,956.880 shares (5.44%) of the
outstanding Class C shares; Steven DeMarco TTEE, Class
Enterprises Inc., Defined Benefit Pension Trust UAD 4/7/80,
2090 South Tamiami Trail, Osprey, FL 34229-9162 owned of
record 123,739.690 shares (5.03%) of the outstanding Class
C
shares; Chi Hsiang Lee, 30154 via Rivera, Rancho Palos
Verdes, CA 90274-4456 beneficially owned 486,229.990
shares (60.61%) of the outstanding Class Y shares;
Dorothy K. Vernon, 6333 N Scottsdale Rd. #29, Scottdale,
AZ 852505416 beneficially owned 311,675.240 shares
(38.85%) of the outstanding Class Y shares and Citibank
N A TTRUSTEE, Smith Barney Harris Upham & Co. Inc. 401k
Savings Plan, 111 Wall Street, 20th Floor - Attn: N.
Kroneberg, New York, NY 10043 owned of record
31,590,344.310 shares (100%) of the outstanding Class Z
shares. Following are the names, addresses and percent of
ownership of each person who owns of record or is known by
the Fund to own of record of beneficially 5% or more of any
Class of the Cash Portfolio as of March 31, 1995: Frontier
Trust Company as TTEE, Reynolds Brothers Inc., In care of
the
Barclay Group, Springhouse Corporate Center II, 323
Norristown Rd., Ambler, PA 19002 owned of record
227,841.319 shares (17.88%) of the Class C shares;
Frontier Trust Company as TTEE, Jones,
Hirsch, Connors & Bull, In care of the Barclay Group,
Springhouse Corporate Center II, 323 Norristown Rd.,
Ambler, PA 19002
owned
of record 156,263.820 shares (12.27%) of the
outstanding Class C shares; Frontier Trust Company as
TTEE, Bassetti Architects P S, Architects, Inc. c/o Barclay
Group Attn: Julianna McPhee, 1011 Western Avenue Suite
701, Seattle, WA 98104
owned of record 109,646.400 shares (8.61%) of the
outstanding Class C shares; Frontier Trust Company as
TTEE, Gary T. Evans, In care of the Barclays Group,
Springhouse Corporate Center
II, 323
Norristown Rd., Ambler, PA 19002 owned of record
91,417.868 shares (7.18%) of the outstanding Class C
shares; Frontier Trust Company as TTEE, Steve's Homemade
Ice Cream Inc, In care of the Barclay Group, Springhouse
Corporate Center II, 323 Norristown Rd., Ambler, PA 19002
owned of record 73,203.220 shares (5.75%) of the
outstanding Class C shares; Frontier Trust Company as
TTEE, Post Trucking Inc #4752, In care of the Barclay
Group, Springhouse Corporate Center II, 323 Norristown
Rd., Ambler, PA 19002 owned of record 70,583.430 shares
(5.54%) of the outstanding Class C shares; John W.
Amerman and Jerome T. Amerman TTEES, FBO the Amerman
Family Trust DTD 7/18/84, 2813 via Segovia, Palos Verdes
Estates, CA 90274 owned of record 528,564.300 shares
(100%) of the outstanding Class Y shares and Daniel
M. Johnston, Smith Barney Inc. IRA Custodian, North Rd.,
PO Box 296, Tully, NY 13159-0296 owned of record
5,086.300 shares (100%) of the outstanding Class Z shares.
Following are the names, addresses and percent ownership
of each person who owns of record or is known by the Fund to
own of record or beneficially 5% or more of any Class of the
Government Portfolio as of March
31, 1995: Jerry L Calkins, Smith Barney Inc. Rollover
Custodian, 8694 W. 101 Street, Overland Park, KS 66212-3416
owned of record
134,019.410
shares (5.44%) of the outstanding Class C shares;
Daniel K. Silva, 415 Monticello Rd., San Rafael, CA
94903 3315
beneficially owned 133,956.880 shares (5.44%) of the
outstanding Class C shares; Steven DeMarco TTEE, Class
Enterprises Inc., Defined Benefit Pension Trust UAD 4/7/80,
2090 South Tamiami Trail, Osprey, FL 34229 9162 owned of
record 123,739.690
shares (5.03%) of the outstanding Class C shares; Chi-Hsiang
Lee, 30154 via Rivera, Rancho Palos Verdes, CA 90274-
4456 beneficially owned 486,229.990
shares (60.61%) of the
outstanding Class Y shares; Dorothy K. Vernon, 6333 N
Scottsdale Rd. #29, Scottdale, AZ 85250-5416 beneficially
owned 311,675.240 shares (38.85%) of the outstanding Class Y
shares and Citibank N A TTRUSTEE, Smith
Barney
Harris Upham & Co. Inc. 401k Savings Plan, 111 Wall
Street, 20th Floor - Attn: N. Kroneberg, New York, NY 10043
owned of record 31,590,344.310 shares (100%) of the
outstanding Class Z shares.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT
PNC Bank, National Association, a national
banking
association with offices at 17th and Chestnut
Streets,
Philadelphia, Pennsylvania, (the "Custodian"), serves
as custodian of the Fund's investments. The Shareholders
Services Group, Inc., Exchange Place, Boston, Massachusetts
02109, serves as the Fund's dividend disbursing and transfer
agent.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP LLP, 345 Park Avenue, New York,
New York 10154, have been selected as independent auditors
for the Fund for its fiscal year ending December 31, 1995
to examine and
report on their examination of the financial statements
and supplementary financial information of the Fund.
FINANCIAL STATEMENTS
The following financial information is hereby
incorporated by reference to the Fund's 1994 Annual Report
to Shareholders, a copy of which is furnished with this
Statement of Additional information:
Pages in
Annual Report
Statements of Assets and Liabilities 1919
Statements of Operations 2020
Statement of Changes in Net Assets 2121
Notes to Financial Statements 22-2622-26
Financial Highlights 2727
Independent Auditors' Report 2828
APPENDIX - SECURITIES RATINGS
BOND (AND NOTES) RATINGS
Moody's Investors Service, Inc.
Aaa - Bonds that are rated "Aaa" are judged to be of the best
quality. They carry the smallest degree of investment risk and are
generally
referred to as "gilt edged." Interest payments are protected by
a large or by an exceptionally stable margin and principal is
secure.
While the various protective elements are likely to change,
such
changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa - Bonds that are rated "Aa" are judged to be of high
quality by all standards. Together with the "Aaa" group they
comprise what are generally known as high grade bonds. They are
rated lower than the best bonds because margins of protection may
not be as large as in "Aaa"
securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present that make
the long term risks appear somewhat larger than in "Aaa" securities.
Note: The modifier 1 indicates that the security ranks in
the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates that
the issue ranks in the olwer end of its generic rating category.
Standard & Poor's Rating Group
AAA - Debt rated AAA has the highest rating assigned
by Standard & Poor's. Capacity to pay interest and repay
principal is extremely strong.
AA - Debt rated "AA" has a very strong capacity to pay
interest and repay principal and differs from the highest rated
issues only in small degree.
Plus (+) or Minus (-): The ratings from "AA" to "B" may
be modified by the addition of a plus or minus sign to show
relative standing within the major rating categories.
Provisional Ratings: The letter "p" indicates that the rating
is provisional. A provisional rating assumes the successful
completion of the project being financed by the debt being rated
and indicates that payment of debt service requirements is
largely or entirely dependent upon the successful and timely
completion of the project. This rating, however, while
addressing credit quality subsequent to completion of the project,
makes no comment on the likelihood of, or the risk of default
upon failure of, such completion. The investor should exercise
judgement with respect to such likelihood and risk.
L - The letter "L" indicates that the rating pertains to
the
principal amount of those bonds where the underlying
deposit collateral is fully insured by the Federal Savings & Loan
Insurance Corp. or the Federal Deposit Insurance Corp.
- Continuance of the rating is contingent upon S&P's receipt
of closing documentation confirming investments and cash flow.
* - Continuance of the rating is contingent upon S&P's receipt
of an executed copy of the escrow agreement.
NR - Indicates no rating has been requested, that there
is insufficient information on which to base a rating, or that S&P
does not rate a particular tupe of obligation as a matter of policy.
Fitch Investors Service, Inc.
AAA - Bonds considered to be investment grade and of the
highest credit
quality. The obligor has an exceptionally strong ability to
pay interest and repay principal which is unlikely to affected
by reasonably foreseeable events.
AA - Bonds considered to be investment grade and of very
high credit
quality. The obligor's ability to pay interest and repay
principal is very strong, although not quite as strong as bonds
reated AAA.
Because bonds rated in the "AAA" and "AA" categories are not
significantly vulnerable to foreseeable future developments,
short term debt of these issuers is generally rated "F-1+".
Plus (+) Minus (-): Plus and minus signs are used with a
rating symbol to indicate the relative position of a credit within
the rating category. Plus and minus signs, however, are not used
in the "AAA" category.
NR - Indicates that Fitch does not rate the specific issue.
Conditional - A conditional rating is premised on the successful
completion of a project or the occurrence of a specific event.
Suspended - A rating is suspended when Fitch deems the
amount of information available from the issuer to be
inadequate for rating purposes.
Withdrawn - A rating will be withdrawn when an issue matures
or is called or refinanced and at Fitch's discretion when an
issuer fails to furnich proper and timely information.
FitchAlert - Ratings are placed on FitchAlert to notify
investors of an occurrence that is likely to result in a rating
change and the likely direction of such change. These are
designated as Positive, indicating a potential upgrade,
Negative, for potential downgrade, or Evolving, where
ratings may be lowered. FitchAlert is relatively short-term, and
should be resolved within 12 months.
COMMERCIAL PAPER RATINGS
Moody's Investors Service, Inc.
Issuers rated "Prime-1" (or related supporting institutions)
have a superior capacity for repayment of short-term
promissory obligations. Prime-1 repayment will normally be
evidenced by the following characteristics: leading market
positions in well established industries; high rates of
return on funds employed; conservative capitalization
structures with moderated reliance on debr and ample asset
protection; broad margins in earnings coverage of fixed
financial changes and high internal cash generation; well
established access to a range of financial markets and assured
sources of alternate liquidity.
Standard & Poor's Ratings Group
A-1 - This designation indicates that the degree of
safety regarding timely payment is either overwhelming or very
strong. Those issuers determined to possess overwhelming safety
characteristics will be denoted with a plus (+) sign designation.
IBCA Limited or its affiliate, IBCA Inc.
A-1+ - This designation indicates the highest capacity for
timely repayment.
Fitch Investors Service, Inc.
F-1+ - Indicates the strongest degree of assurance for timely
payment.
Duff & Phelps Inc.
Duff 1+ - Indicates the highest certainty of timely payment:
short term
liquidity is clearly outstanding, and safety is just below risk
free United States Treasury short-term obligations.
The Thompson BankWatch (TBW)
TBW-1 - Indicates a very high degree of likelihood that
principal and interest will be paid on a timely basis. BOND (AND
NOTES) RATINGS
Moody's Investors Service, Inc.
Aaa - Bonds that are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edged." Interest payments are
protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.
Aa - Bonds that are rated "Aa" are judged to be of high
quality by all standards. Together with the "Aaa" group
they comprise what are generally known as high grade bonds.
They are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa"
securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present that
make the long term risks appear somewhat larger than in "Aaa"
securities.
Note: The modifier 1 indicates that the security ranks in
the higher end of its generic rating category; the modifier 2
indicates a mid-range
ranking; and the modifier 3 indicates that the issue ranks
in the lower end of its generic rating category.
Standard & Poor's Rating Group
AAA - Debt rated AAA has the highest rating
assigned by
Standard & Poor's. Capacity to pay interest and repay
principal is extremely strong.
AA - Debt rated "AA" has a very strong capacity to pay
interest and repay principal and differs from the highest rated
issues only in small degree.
Plus (+) or Minus (-): The ratings from AA to B
may be modified by the addition of a plus or minus sign to
show relative standing within the major rating categories.
Provisional Ratings: The letter "p" indicates that the
rating is provisional. A provisional rating assumes the
successful completion of the project being financed by the
debt being rated and indicates that payment of debt service
requirements is largely or entirely dependent
upon the successful and timely completion of the project.
This rating, however, while addressing credit quality
subsequent
to completion of the project, makes no comment on the likelihood
of, or
the risk of default upon failure of, such completion. The
investor should exercise judgment with respect to such
likelihood and risk.
L - The letter "L" indicates that the rating pertains to
the principal
amount of those bonds where the underlying deposit
collateral is fully insured by the Federal Savings & Loan
Insurance Corp. or the Federal Deposit Insurance Corp.
- Continuance of the rating is contingent upon S&P's
receipt of closing documentation confirming investments and cash
flow.
* - Continuance of the rating is contingent upon S&P's
receipt of an executed copy of the escrow agreement.
NR - Indicates no rating has been requested, that
there is insufficient information on which to base a rating, or
that S&P does not rate a particular type of obligation as a
matter of policy. Fitch Investors Service, Inc.
AAA - Bonds considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally
strong ability to pay interest and repay principal which is
unlikely to be affected by reasonably foreseeable events.
AA - Bonds considered to be investment grade and of very
high credit quality. The obligor's ability to pay interest
and repay principal is very strong, although not quite as strong
as bonds rated AAA. Because bonds rated in the AAA
and AA
categories are not significantly vulnerable to foreseeable
future developments, short term debt of these issuers is
generally rated F-1+.
Plus (+) Minus (-): Plus and minus signs are used with a
rating symbol to indicate the relative position of a credit
within
the rating category.
Plus and minus signs, however, are not used in the AAA
category.
NR - Indicates that Fitch does not rate the specific
issue. Conditional - A conditional rating is premised on
the successful
completion of a project or the occurrence of a specific event.
Suspended - A rating is suspended when Fitch deems the
amount of
information available from the issuer to be inadequate for
rating purposes.
Withdrawn - A rating will be withdrawn when an issue
matures or is called or refinanced and at Fitch's discretion
when an issuer fails to furnish proper and timely information.
FitchAlert - Ratings are placed on FitchAlert to notify
investors of an occurrence that is likely to result in a
rating change and the likely direction of such change. These
are designated as Positive, indicating a potential upgrade,
Negative, for potential downgrade, or Evolving, where
ratings may be lowered. FitchAlert is relatively short-term,
and should be resolved within 12 months.
COMMERCIAL PAPER RATINGS
Moody's Investors Service, Inc.
Issuers rated Prime-1 (or related supporting institutions)
have a superior capacity for repayment of short-term
promissory
obligations. Prime-1 repayment will normally be evidenced
by the following
characteristics: leading market positions in
well-
established industries; high rates of return on funds
employed; conservative capitalization structures with moderated
reliance on debt and ample asset protection; broad margins
in earnings coverage of fixed
financial changes and high internal cash generation; well
established access to a range of financial markets and assured
sources of alternate liquidity.
Standard & Poor's Ratings Group
A-1 - This designation indicates that the degree of
safety regarding timely payment is either overwhelming or very
strong. Those issuers determined to possess overwhelming
safety characteristics will be denoted with a plus (+) sign
designation. IBCA Limited or its affiliate, IBCA Inc.
A-1+ - This designation indicates the highest capacity for
timely repayment.
Fitch Investors Service, Inc.
F-1+ - Indicates the strongest degree of assurance for
timely payment.
Duff & Phelps Inc.
Duff 1+ - Indicates the highest certainty of timely
payment: short term liquidity is clearly outstanding, and
safety is just below risk free United States Treasury
shortterm obligations. The Thompson BankWatch (TBW)
TBW-1 - Indicates a very high degree of
likelihood that
principal and interest will be paid on a timely
basis. <PAGE>
SEMI-ANNUAL REPORT
SMITH BARNEY
MONEY FUNDS, INC.
June 30, 1995 [LOGO] SMITH
BARNEY MUTUAL FUNDS
INVESTING FOR YOUR FUTURE.
EVERY DAY.
<PAGE>
- ------------------------
Smith Barney Money Funds ----------------------
- --
Dear Shareholder:
Smith Barney Money Funds continued to offer investors
attractive yields compared
with bank money-market accounts, and even some longer-term
fixed income
investments, during the first half of 1995.
During 1994, yields on money-market mutual funds were elevated
to relatively
high levels by the Federal Reserve Board's series of six rate
hikes, which
pushed the federal funds rate (the rate banks charge each other
for overnight
loans) to 5.50% by the end of the year. During the fourth
quarter of 1994, the
U.S. economy, as measured by gross domestic product (GDP), was
still showing
signs of strength and grew at a rate of 5.1%. By January 1995,
capacity
utilization, business investments, and employment remained
strong and inflation
levels were high enough to cause the Federal Reserve Board some
concern. As a
result, in early February, the Fed raised the federal funds
rate
from 5.50% to
6.00%. This completed a series of tightening moves which had
seen short-term
interest rates rise from 3.0% to 6.0% in a 13-month period.
By early March, however, conditions started to change. Auto
makers began to
experience sluggish demand and inflation appeared to remain
under control as
labor costs stayed tame. Due to weakened consumption, auto
inventories began to
swell. Production was cut and layoffs followed. In addition,
the unemployment
outlook worsened as banks merged and many large companies
downsized, and in the
process, became more efficient.
With economic indicators pointing to a second-quarter GDP rate
that was
estimated to be virtually flat, expectations grew that the
Fed's monetary policy
would either remain unchanged or perhaps ease slightly. In
anticipation of a
possible rate decline in July, the short-term yield curve
inverted with the
yield on one-year certificates of deposit dipping 18 basis
points below the
yield on three-month certificates of deposit. On July 6, 1995,
the Fed did ease
by lowering the federal funds rate from 6% to 5.75% stating
that "as a result of
the monetary tightening initiated in early 1994, inflationary
pressures have
receded enough to accommodate a modest adjustment in monetary
conditions."
Portfolio Performance and Strategy
Over the course of the past six months we have maintained a
bullish stance in
our investment strategy and have targeted the Fund's average
maturity in the 70
to 85-day range. As interest rates have dropped -- and may
decline even
1
<PAGE>
more -- we continue to see value in the yield levels available
further out on
the curve. We believe this strategy has resulted in
competitive returns for our
shareholders.
Smith Barney Money Funds: Yield Review
<TABLE>
<CAPTION>
7-Day Yield
on 6/30/95 ------------
------
Annualized Yield For
Portfolio Current Effective* 12
Months Ended 6/30/95
- --------- ------- ---------- ---
- --
- --
- -
- ---------------
<S> <C> <C> <C>
Cash 5.52% 5.68%
5.02%
Government 5.40 5.54
4.94
Retirement 5.39 5.53
4.93
</TABLE>
* Assumes dividends are reinvested.
An investment in Smith Barney Money Funds is neither insured
nor guaranteed
by the U.S. government, and there can be no assurance that the
Fund will be
able to maintain a stable net asset value of $1.00 per share.
Outlook
Many market participants expect that the economy will
rebound from the stalled
levels of the second quarter, however the level of recovery
is subject to
debate. If GDP growth in the third quarter is below 2%, we
believe that the Fed
will be inclined to lower short-term rates again. If this
occurs, our strategy
of extending the maturity of the Fund's investments should
continue to provide
our shareholders with competitive yields in the months
ahead.
Thank you for your investment in the Fund and your continued
confidence in our
investment management.
Sincerely,
/s/ Heath B. McLendon /s/ Phyllis
M.
Zahorodny
Heath B. McLendon Phyllis M.
Zahorodny
Chairman and Chief Executive Officer Vice
President
and
Investment
Officer
July 10, 1995
2
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Schedules of Investments (unaudited)
June 30, 1995 ------------------------------------------------
- ----------------------------
CASH PORTFOLIO
<TABLE>
<CAPTION>
Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- ------------- -----
<C> <S>
<C> <C>
U.S. AGENCIES AND INSTRUMENTALITIES --
6.2% $255,000,000 Federal Farm Credit
Bank
mature 07/01/95 to
12/19/95 5.48% to 5.90%
$
254,105,506
177,350,000 Federal Home Loan Bank
mature 07/07/95 to 05/23/96 5.90 to 6.09
176,374,213
275,000,000 Federal Home Loan Mortgage Corp.
mature 07/07/95 to 05/13/96
5.92 to 6.84 275,135,205
415,200,000 Federal National Mortgage Agency
mature 07/10/95 to 06/10/96
5.71 to 5.91 414,171,120
138,000,000 Student Loan Marketing
Association
mature 12/02/95 to
11/10/98++ 5.54 to 5.73
137,307,500
- --------------
TOTAL U.S. AGENCIES AND
INSTRUMENTALITIES (Cost
$1,257,093,544)
1,257,093,544
==============
DOMESTIC BANK OBLIGATIONS -- 7.5%
50,000,000 Bank of America matures
07/24/95
5.97 50,000,000
105,000,000 Bank of New York
mature 11/17/95 to 04/19/96
6.00 to 6.50 104,995,130
212,400,000 First Chicago Corp. National
mature from 08/21/95 to
05/06/96 5.90 to 6.78
212,378,957
50,000,000 Harris Trust & Savings Bank
matures 09/21/95
5.85 50,000,000
50,000,000 Merrill Lynch & Co., Inc.
matures 05/30/96
6.51 50,000,000
301,000,000 NationsBank Texas
mature 11/06/95 to 03/08/96
5.72 to 7.30 301,305,135
305,000,000 National Bank of Detroit
mature 10/12/95 to
05/30/96 5.95 to 6.52
305,245,324
405,000,000 Pittsburgh National Bank
mature from 10/10/95
to 05/16/96 6.00 to 6.40
405,465,852
50,000,000 Wachovia Bank of North
Carolina
matures 08/01/95
5.95 49,999,060
- --------------
TOTAL DOMESTIC BANK
OBLIGATIONS (Cost -
$1,529,389,458)
1,529,389,458
==============
DOMESTIC CERTIFICATES OF DEPOSIT -- 5.6%
50,000,000 Banc One Corp. matures
07/31/95
5.98 50,001,740
75,000,000 Bank of America
mature 10/016/95 to
11/07/95 6.00 to 6.06
75,000,000
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
3
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Schedules of Investments (unaudited) (continued)
June 30, 1995 ------------------------------------------------
- ----------------------------
CASH PORTFOLIO
<TABLE>
<CAPTION>
Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- ------------- -----
<C> <S>
<C> <C>
DOMESTIC CERTIFICATES OF DEPOSIT -- 5.6%
(continued) $400,000,000 Bank of New
York
mature 07/05/95 to
04/29/96 5.87% to 6.44% $
400,070,752
95,000,000 Chemical Bank
mature 11/14/95 to
11/15/95 6.00 to 6.04
95,016,317
40,000,000 Citibank matures 09/18/95
6.45 40,000,848
50,000,000 First Chicago Corp.
National
matures 04/24/96
6.35 49,959,812
25,000,000 Harris Trust & Savings
Bank
matures 11/15/95
5.88 24,997,224
300,000,000 J.P. Morgan & Co. matures
07/31/95
6.61 300,001,247
100,000,000 NationsBank matures 11/21/95
6.00 100,071,198
- --------------
TOTAL DOMESTIC CERTIFICATES OF
DEPOSIT (Cost --
$1,135,119,138)
1,135,119,138
==============
COMMERCIAL PAPER -- 55.2%
25,000,000 ABB Finance matures 08/08/95
6.25 24,835,069
143,000,000 ABN AMRO Bank (New York)
mature 11/22/95 to 12/19/95
5.56 to 5.70 139,369,100
25,000,000 ABN AMRO North American
Finance
matures 07/20/95
6.43 24,915,160
50,000,000 A.I. Credit
mature 07/06/95 to
08/22/95 5.85 to 5.98
49,792,939
105,000,000 Alliance & Leicester
mature 07/07/95 to
08/29/95 5.88 to 6.04
104,362,758
87,575,000 American Home Products,
Inc.
mature 07/11/95 to
08/24/95 5.93 to 6.05
87,131,391
85,000,000 Asset Securitization
mature 08/07/95 to
09/21/95 5.84 to 5.93
84,127,163
100,000,000 Association Corp of North
America
mature 07/05/95 to
07/10/95 5.98 to 6.03
99,891,403
175,000,000 AT&T Corp.
mature 07/18/95 to
11/02/95 5.83 to 6.28
172,481,428
30,000,000 Banc One Corp. matures
08/10/95
5.91 29,803,000
85,000,000 Bankers Trust N.Y. Corp.
mature 07/05/95 to
07/24/95 5.96 to 6.01
84,786,239
245,000,000 Bank of America
mature 07/17/95 to 12/27/95
5.69 to 6.42 242,047,414
50,000,000 Bank of Montreal matures
08/07/95
5.90 49,696,806
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
4
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Schedules of Investments (unaudited) (continued)
June 30, 1995 ------------------------------------------------
- ----------------------------
CASH PORTFOLIO
<TABLE>
<CAPTION>
Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- ------------- -----
<C> <S>
<C> <C>
COMMERCIAL PAPER -- 55.2% (continued)
$100,000,000 Banque Francaise du
Commerce
Exterieur mature
07/17/95 to
12/11/95
5.72% to 6.01% $ 98,571,500
25,000,000 Banque Indosuez
matures
07/06/95
5.92 24,979,444
100,000,000 Banque Paribas matures
07/06/95 6.00 99,916,667
200,000,000 Barclays Bank
mature 07/06/95 to
07/12/95 5.98
to 6.00 199,767,694
50,000,000 British Gas Capital matures
08/30/95
5.87 49,510,833
78,000,000 Budget Funding Inc.
mature 07/07/95 to 07/10/95
5.99 77,897,172
75,000,000 Caisse Des Depots
mature 07/06/95 to 07/20/95
5.97 to 5.98 74,821,694
75,000,000 Canadian Imperial Holding
mature 07/05/95 to 08/22/95
6.02 to 6.25 74,740,861
225,000,000 Canadian Wheat Board
mature 08/04/95 to
12/01/95 5.47 to 6.25
220,461,251
25,000,000 Cariplo matures 07/17/95
6.01 24,933,222
25,000,000 Cheltenham & Gloucester
matures 07/18/95
6.04 24,928,694
120,900,000 Ciesco L.P.
mature 07/06/95 to
09/22/95 5.93 to 6.05
120,409,804
125,000,000 Commerzbank US Finance
mature 10/02/95 to
12/04/95 5.47
to 6.14 122,616,125
70,000,000 Compagnie Bancaire USA
Finance
Corp. mature 07/10/95 to
08/31/95 5.63 to 6.28
69,713,053
169,200,000 Corporate Asset Funding Co.
mature 07/27/95 to
11/21/95 5.93
to 6.05 167,405,316
156,300,000 Corporate Receivables Corp.
mature 07/10/95 to
08/25/95 5.88
to 6.05 155,534,707
50,000,000 Creditanstalt Bank
mature 07/21/95 to 11/03/95
5.50 to 5.94 49,440,069
20,000,000 Credito Italiano matures 09/14/95
5.84 19,756,667
250,000,000 Credit Suisse
mature 07/05/95 to 08/25/95
5.87 to 6.00 249,418,264
95,000,000 CXC, Inc.
mature 07/26/95 to 11/22/95
5.85 to 6.00 93,998,910
336,500,000 Daimler-Benz North American
Corp. mature 11/07/95 to 12/22/95
5.80 to 6.02 328,227,781
90,000,000 Dean Witter, Discover & Co.
mature 07/20/95 to 08/18/95
5.90 to 5.97 89,480,633
</TABLE>
SEE NOTES TO FINANCIAL
STATEMENTS. 5
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------
- -------------
Schedules of Investments (unaudited) (continued)
June 30, 1995 ------------------------------------------------
- ----------------------------
CASH PORTFOLIO
<TABLE>
<CAPTION>
Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- ------------- -----
<C> <S>
<C> <C>
COMMERCIAL PAPER -- 55.2% (continued)
$100,000,000 Delaware Funding Corp.
matures 08/08/95
5.91% $ 99,376,167
150,000,000 Deutsche Bank
matures
07/07/95
5.97 149,850,750
200,000,000 Dresdner Bank
mature 07/05/95 to
12/05/95 5.47 to 6.11
197,875,208
149,000,000 du Pont (E.I.) De
Nemours
mature 07/12/95 to
12/19/95 5.47 to 5.95
146,299,413
55,000,000 First Chicago Corp.
mature 08/11/95 to
09/27/95 5.88 to 5.91
54,400,529
100,000,000 Fleet Mortgage Group
mature 07/19/95 to
08/25/95 5.92 to 6.04
99,568,944
240,000,000 Ford Motor Credit Corp.
mature 07/05/95 to
09/14/95 5.92 to 6.06
238,938,319
80,000,000 Ford Credit Europe PLC
mature 07/05/95 to
08/08/95 6.00 to 6.27
79,619,325
60,000,000 Generale Bank Inc.
mature 07/28/95 to
12/18/95 5.60 to 6.01
58,981,056
395,000,000 General Electric Capital
Corp.
mature 07/05/95 to
10/16/95 5.90 to 6.73
392,271,908
310,285,000 General Motors Acceptance
Corp. mature 07/06/95 to
11/27/95
5.70 to 6.15 306,754,569
50,000,000 Glaxo Holdings PLC matures
08/25/95
5.86 49,552,361
240,000,000 Goldman Sachs Group, L.P.
mature 07/17/95 to
11/24/95 5.48 to 6.45
237,487,186
120,000,000 Halifax Building
Society
mature 08/07/95 to
12/15/95 5.60 to 5.93
118,414,996
380,135,000 Hanson Finance PLC
mature 07/05/95 to
09/21/95 5.82 to 6.05
377,779,732
155,000,000 Hertz Corp.
mature 07/10/95 to
07/21/95 5.91 to 6.05
154,687,600
100,000,000 International
Nederlander
mature 08/08/95 to
08/11/95 5.90 99,352,639
150,000,000 JP Morgan & Co.
mature 08/14/95 to
10/31/95 5.93 to 6.05
148,250,083
108,000,000 MCA Funding
mature 08/04/95 to
08/09/95
6.27 to 6.30 107,308,991
285,000,000 McKenna Triangle
mature 07/12/95 to
08/28/95 5.90 to 6.30
283,097,208
275,000,000 Merrill Lynch & Co., Inc.
mature 07/17/95 to 11/20/95
5.85 to 6.40 272,433,208
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
6
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Schedules of Investments (unaudited) (continued)
June 30, 1995 ------------------------------------------------
- ----------------------------
CASH PORTFOLIO
<TABLE>
<CAPTION>
Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- ------------- -----
<C> <S>
<C> <C>
COMMERCIAL PAPER -- 55.2% (continued)
$330,000,000 Morgan Stanley Group,
Inc.
mature 07/07/05 to
08/31/95 5.90% to 6.50% $
328,541,906
50,000,000 National Bank of
Canada
Finance
USA matures
08/28/95 5.91 49,523,917
105,000,000 National &
Provincial
Building
Society
mature 07/12/95 to
10/26/95 5.93 to 6.05
103,723,200
25,000,000 National Westminster Canada
matures 07/05/95
5.98 24,983,389
25,000,000 NationsBank Corp. matures
10/03/95
5.85 24,618,125
200,000,000 New Center Asset Trust
mature 07/03/95 to
07/10/95 6.05 to 6.35
199,863,723
171,000,000 Nynex Corp.
mature 08/07/95 to
12/04/95 5.73 to 6.30
168,628,320
35,000,000 PHH Corporation
mature 07/25/95 to
03/22/96 5.96 to 6.80
34,860,933
125,000,000 Philip Morris
mature 07/11/95 to
08/24/95 5.86 to 6.05
124,432,667
230,300,000 Preferred Receivable
Funding
mature 07/20/95 to
11/29/95 5.83 to 6.30
229,009,072
47,874,000 Premium Funding
mature 07/07/95 to
07/25/95 6.02 to 6.08
47,750,488
107,800,000 Raytheon Co.
mature 07/06/95 to
07/13/95
5.97 to 6.02 107,652,173
188,532,000 Receivable Capital Corp.
mature 07/05/95 to
9/20/95 5.82 to 5.98
186,921,399
212,500,000 Royal Bank of Canada
mature 07/31/95 to
12/07/95 5.66 to 6.08
208,887,000
20,000,000 Saint-Gobain(Compagnie)
matures 08/28/95
5.87 19,810,856
100,000,000 San Paolo US Finance Inc.
matures 07/03/95
6.07 99,966,278
145,000,000 Sheffield Receivable
mature 07/05/95 to
07/19/95 5.97 to 6.00
144,671,556
75,000,000 Shell Oil Co.
mature 09/29/95 to
11/17/95 5.81 to 5.95
73,699,410
135,000,000 Siemens Corp.
mature 07/10/95 to 08/08/95
5.97 to 6.43 134,538,726
50,000,000 Smithkline Beecham matures
11/17/95
5.95 48,851,319
25,000,000 Societe Generale matures 08/25/95
5.87 24,775,799
</TABLE>
SEE NOTES TO FINANCIAL
STATEMENTS.
7
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Schedules of Investments (unaudited) (continued)
June 30, 1995 ------------------------------------------------
- ----------------------------
CASH PORTFOLIO
<TABLE>
<CAPTION>
Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- ------------- -----
<C> <S>
<C> <C>
COMMERCIAL PAPER -- 55.2% (continued)
$ 70,000,000 Swedish Export Credit
mature 07/24/95 to
11/20/95 5.72% to 6.00% $
68,913,569
121,500,000 Toronto Dominion
mature 07/17/95 to
11/06/95 5.83 to 6.37
119,746,540
69,000,000 Toronto-Dominion Holding USA
matures 08/02/95
6.32 68,612,373
137,900,000 Transamerica Corp.
mature 07/11/95 to
08/16/95 6.03 to 6.27
137,098,877
20,000,000 Unilever Capital Corp.
matures
12/14/95
5.60 19,483,556
250,000,000 Union Bank of Switzerland
matures 07/05/95
6.00 249,833,333
53,200,000 Waste Management matures
07/24/95
6.00 52,996,067
225,000,000 Westdeutsche Landesbank
Girozentrale
mature 07/05/95 to
12/11/95 5.71 to 6.00
224,220,326
125,315,000 Whirlpool Financial Corp.
mature 07/14/95 to
08/07/95 5.95 to 6.30
124,793,108
66,300,000 WMX Technologies, Inc.
matures 01/16/96
5.60 64,247,647
99,637,000 Working Capital
Management
Co.
mature 07/06/95 to
09/21/95 5.92 to 6.07
98,996,740
200,000,000 Woolwich Building
Society mature
07/12/95 to
09/14/95 5.81 to 6.28
198,869,459
175,000,000 Z-Landesbank Bank
Austria mature
07/05/95 to
08/07/95 6.00 to 6.28
174,738,639
- ---------------
TOTAL COMMERCIAL PAPER
(Cost --
$11,290,330,913)
11,290,330,913
===============
TIME DEPOSITS -- 5.2%
200,000,000 Banque Paribas matures
07/03/95
6.38 200,000,000
113,895,000 Bank of Tokyo matures 07/03/95
6.25 113,895,000
250,000,000 Chemical Bank matures 07/03/95
6.13 250,000,000
150,000,000 Dai-Ichi Kangyo Bank (Cayman)
matures 07/03/95
6.38 150,000,000
100,000,000 Postipankki Bank matures
07/03/95
6.38 100,000,000
250,000,000 Republic National Bank
matures
07/03/95
6.38 250,000,000
- ---------------
TOTAL TIME DEPOSITS
(Cost -- $1,063,895,000)
1,063,895,000
===============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
8
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Schedules of Investments (unaudited) (continued)
June 30, 1995 ------------------------------------------------
- ----------------------------
CASH PORTFOLIO
<TABLE>
<CAPTION>
Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- ------------- -----
<C> <S>
<C> <C>
FOREIGN CERTIFICATES OF DEPOSIT --
18.7% $355,000,000 Abbey National PLC
mature 07/18/95 to
03/11/96 5.00% to 6.83%
$355,014,747
63,000,000 ABN AMRO Bank (New
York)
mature 10/27/95 to
12/18/95 6.21 to 6.33
63,015,420
31,500,000 ABN AMRO Canada
matures
07/26/95
6.01 31,368,641
50,000,000 Bank of Montreal
mature 08/17/95 to
08/21/95 5.95 to 6.03
50,001,942
221,000,000 Bank of Nova Scotia
mature 07/17/95 to
10/11/95 5.85 to 6.50
221,004,736
103,000,000 Banque Francais du Commerce
mature 08/10/95 to
02/23/96 6.08 to 6.65
103,117,054
172,000,000 Banque National De Paris
mature 07/05/95 to
12/01/95 5.85 to 6.14
171,615,625
50,000,000 Barclays Bank matures
09/15/95
5.90 50,001,040
52,000,000 Bayerische Landesbank
mature 7/13/95 to
09/14/95 5.96 to 6.12
52,003,484
221,000,000 Canadian Imperial Holdings
mature 07/10/95 to
12/05/95 5.89 to 6.00
221,020,938
155,000,000 Commerzbank AG
mature 09/08/95 to
03/18/96 5.90 to 6.82
155,080,363
50,000,000 Commerzbank US Finance
mature 08/14/95 to
02/22/95 5.89 to 7.04
50,014,818
47,000,000 Creditanstalt Bankverein
mature 07/18/95 to
08/17/95 6.10 to 6.40
47,009,571
100,000,000 Credit Suisse matures
10/03/95
6.36 100,005,323
150,000,000 Dai-Ichi Kangyo Bank
mature 07/03/95 to
09/05/95 6.02 to 6.03
150,002,898
100,000,000 Deutsche Bank
mature 10/04/95 to
03/05/96 6.35 to 6.72
99,992,874
150,000,000 Dresdner Bank
mature 01/31/96 to
02/23/96 6.67 to 7.10
150,287,059
40,000,000 Hessische Landesbank
matures 12/11/95
6.04 40,031,874
75,000,000 Indosuez N.A., Inc. matures
08/17/95
6.47 75,000,912
25,000,000 Industrial Bank of Japan
matures 07/17/95
6.13 25,000,268
50,000,000 Kredeit Bank matures
07/06/95
5.93 49,999,917
118,000,000 Lloyds Bank
mature 03/11/95 to
01/16/96 5.79 to 6.62
118,240,371
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
9
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---
- -------------------------------------------
Schedules of Investments (unaudited) (continued)
June 30, 1995 ------------------------------------------------
- ----------------------------
CASH PORTFOLIO
<TABLE>
<CAPTION>
Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- ------------- -----
<C> <S>
<C> <C>
FOREIGN CERTIFICATES OF DEPOSIT -- 18.7%
(continued) $ 50,000,000
Mitsubishi
Bank
matures 08/30/95
6.03% $ 50,002,462
150,000,000 Mitsubishi Bank
mature 08/14/95 to
08/31/95 6.01 to 6.03
149,999,909
50,000,000 National Bank of Canada
matures
07/17/95
6.13 50,000,000
338,000,000 National Westminster PLC
mature 07/03/95 to
12/15/95 5.63 to 6.19
338,003,976
92,000,000 Rabobank Nederland N.V.
mature 07/28/95 to
08/15/95 6.54 to 6.59
92,003,556
95,000,000 Royal Bank of Canada
mature 10/05/95
to11/09/95 6.09 to 6.38
95,014,402
271,000,000 Sanwa Bank
mature 07/05/95 to
07/25/95 6.01 to 6.19
271,004,520
262,000,000 Societe Generale N.A.
mature 07/07/95 to
09/15/95 5.90 to 6.62
262,005,180
25,000,000 Sumitomo Corp. of
America
matures
08/21/95
6.03 25,000,771
75,000,000 Toronto Dominion mature
03/11/96
6.82 75,000,000
35,000,000 Westdeutsche Landesbank
Girozentrale
matures 03/13/96
6.75 35,025,354
- ---------------
TOTAL FOREIGN CERTIFICATES
OF DEPOSIT (Cost -
$3,821,890,005)
3,821,890,005
===============
OTHER SHORT-TERM NOTES -- 1.7%
25,000,000 Beneficial Corp. matures
06/14/96
6.00 25,000,000
25,000,000 First Chicago Corp. matures
08/23/95
6.47 25,000,000
130,000,000 Merrill Lynch & Co.
mature 03/01/96 to
05/15/96 6.44 to 6.88
130,000,000
10,000,000 National Bank of Detroit
matures 08/08/95
6.31 9,933,394
150,000,000 PHH Corporation
mature 03/14/96 to
03/22/96 6.58 to 6.80
150,000,000
- ---------------
TOTAL OTHER short-term NOTES
(Cost -- $339,933,394)
339,933,394
===============
TOTAL INVESTMENTS -- 100% (Cost
-- $20,437,651,452*)
$20,437,651,452
===============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
10
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Schedules of Investments (unaudited) (continued)
June 30, 1995 ------------------------------------------------
- ----------------------------
GOVERNMENT PORTFOLIO
<TABLE>
<CAPTION>
Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- ------------- -----
<C> <S>
<C> <C>
U.S. AGENCIES AND INSTRUMENTALITIES --
91.6% $ 30,000,000 Federal
Farm Credit Bank
mature
9/14/95 and 10/12/95
5.62% to 5.77% $ 29,598,789
702,610,000 Federal Home Loan Bank
mature 7/10/95 to
5/24/96
5.31 to 6.09 692,820,998
838,353,000 Federal Home Loan Mortgage
Corp. mature 7/05/95 to
5/31/96
5.85 to 6.00 831,870,938
2,019,290,000 Federal National Mortgage
Agency mature 7/5/95 to
6/12/96
5.35 to 6.02 1,994,563,554
75,000,000 Tennessee Valley Authority
mature 7/12/95 and
7/27/95 5.84 74,744,500
50,000,000 World Bank matures 8/24/95
5.81 49,564,250
- --------------
TOTAL U.S. AGENCIES AND INSTRUMENTALITIES
(Cost - $3,673,163,029)
3,673,163,029
==============
REPURCHASE AGREEMENTS -- 8.4%
38,970,000 Fuji Bank, 6.10% due 7/03/95; Proceeds at
maturity -- $38,989,810; (Fully
collateralized by U.S. Treasury Notes,
6.75% due 5/31/99; Market value -
$39,758,000)
38,970,000
61,030,000 Fuji Bank, 6.10% due 7/03/95; Proceeds at
maturity -- $61,061,024; (Fully
collateralized by U.S. Treasury Notes,
5.125% due 12/31/98; Market value
$62,320,000)
61,030,000
75,865,000 Morgan Stanley, 6.05% due 7/03/95; Proceeds
at maturity -- $75,903,249; (Fully
collateralized by U.S. Treasury Notes,
3.875% due 8/31/95; Market value
$76,413,462)
75,865,000
160,000,000 Goldman Sachs, 6.10% due 7/03/95;
Proceeds at maturity -- $160,081,333;
(Fully collateralized by U.S. Treasury
Notes, Market value -- $160,980,680)
160,000,000
- --------------
TOTAL REPURCHASE
AGREEMENTS (Cost --
$335,865,000)
335,865,000
==============
TOTAL INVESTMENTS -- 100%
(Cost --
$4,009,028,029*)
$4,009,028,029
==============
</TABLE>
SEE NOTES TO FINANCIAL
STATEMENTS. 11
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Schedules of Investments (unaudited) (continued)
June 30, 1995 ------------------------------------------------
- ----------------------------
RETIREMENT PORTFOLIO
<TABLE>
<CAPTION>
Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- ------------- -----
<C> <S>
<C> <C>
U.S. AGENCIES AND INSTRUMENTALITIES -12.2%
$ 10,000,000 Federal Farm Credit
Bank
mature
11/06/95 to 03/01/96
5.82% to 5.90% $ 9,696,589 42,020,000
Federal Home Loan Bank mature
07/31/95 to 02/16/95
5.53 to 6.33 41,175,752
20,970,000 Federal Home Loan Mortgage Corp.
mature 11/09/95 to 12/19/95
5.54 to 5.80 20,449,431
47,750,000 Federal National Mortgage
Association
mature 07/24/95 to 12/08/95
5.53 to 6.33 46,921,074
21,000,000 Student Loan Marketing
Association
mature 04/16/96 to 11/24/97++
5.73 21,000,000
- -------------
TOTAL U.S. AGENCIES AND
INSTRUMENTALITIES (Cost
$139,242,846)
139,242,846
=============
DOMESTIC BANK OBLIGATIONS -- 4.3%
7,000,000 Bank of America matures
11/22/95 5.78 7,000,000
10,000,000 Chemical Bank matures 11/13/95
5.87 9,779,875
15,000,000 Harris Trust and Savings Bank
matures 08/14/95
6.02 15,000,000
7,000,000 National Bank of Detroit
matures 10/12/95
6.32 7,000,388
10,000,000 Republic National Bank matures
10/13/95
5.72 9,834,756
- -------------
TOTAL DOMESTIC BANK
OBLIGATIONS (Cost --
$48,615,019)
48,615,019
=============
COMMERCIAL PAPER -- 55.8%
10,000,000 Abbey National North America
Corp.
matures 07/19/95
6.02 9,969,900
14,000,000 Abbey National Treasury PLC
matures 09/15/95
5.80 13,828,578
12,000,000 A.I. Credit
mature 07/07/95 to 10/20/95
5.53 to 6.54 11,905,574
10,000,000 Alliance and Leicester
Building
Society
matures 07/12/95
6.05 9,981,514
27,000,000 AT&T Corp.
mature 09/21/95 to
11/10/95 5.50 to 6.08
26,545,051
26,450,000 Bank of America
mature 07/03/95 to
11/22/95 5.88 to 6.32
26,139,737
5,000,000 Canadian Imperial Bank
Holdings
matures 08/22/95
6.25 4,954,861
22,000,000 Canadian Wheat Board
mature 08/04/95 to 09/11/95
5.68 to 6.30 21,815,331
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
12
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Schedules of Investments (unaudited) (continued)
June 30, 1995 ------------------------------------------------
- ----------------------------
RETIREMENT PORTFOLIO
<TABLE>
<CAPTION>
Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- ------------- -----
<C> <S>
<C> <C>
COMMERCIAL PAPER -- 55.8% (continued)
$ 5,597,000 Cargill, Inc. matures
07/06/95
5.96% $ 5,592,367
10,000,000 Ciesco L.P. matures
08/10/95
5.93 9,934,111
30,250,000 Compagnie Bancaire USA
mature 07/05/95 to
07/24/95 5.94 to 6.08
30,162,656
6,400,000 Commerzbank US Finance
matures 09/06/95
5.75 6,331,511
14,000,000 Creditanstalt Bank matures
07/24/95
5.95 13,946,781
20,000,000 Daimler-Benz North American
Corp. mature 12/15/95 to
12/18/95 5.89 to 5.90
19,452,358
15,075,000 Dean Witter, Discover & Co.
mature 07/06/95 to
07/28/95 5.96 to 5.98
15,044,282
14,000,000 Delaware Funding Corp.
matures 07/28/95
5.97 13,937,315
1,300,000 Den Danske Bank
mature 07/12/95 to
10/30/95 5.88 to 6.12
1,297,605
15,000,000 Deutsche Bank matures
07/06/95
5.85 14,987,813
10,000,000 Dresdner Bank
mature 07/05/95 to 10/11/95
6.00 to 6.11
9,910,108
7,000,000 Dresdner US Finance, Inc.
matures 07/06/95
6.22 6,993,953
11,000,000 du Pont (E.I.) De Nemours
mature 07/25/95 to 11/10/95
5.61 to 6.01
10,873,110
32,000,000 Ford Motor Credit Corp.
mature 07/06/95 to 11/10/95
5.50 to 6.10
31,693,825
35,000,000 General Electric Capital
Corp.
mature 07/10/95 to 11/14/95
5.75 to 6.25
34,629,220
33,650,000 Goldman Sachs Group, L.P.
mature 09/01/95 to
11/14/95 5.82 to 5.90
33,114,673
27,750,000 Hanson Finance PLC
mature 07/06/95 to
10/20/95 5.63 to 6.08
27,550,678
5,400,000 JP Morgan & Co. matures
10/31/95
6.05 5,289,285
25,000,000 McKenna Triangle
mature 07/27/95 to
11/06/95 5.87 to 6.13
24,716,061
18,000,000 Merrill Lynch & Co., Inc.
mature 07/20/95 to 08/09/95
5.93 to 6.02 17,910,341
17,000,000 Morgan Stanley Group, Inc.
mature 07/24/95 to 10/02/95
5.82 to 6.50 16,820,581
7,000,000 Nestle Capital Corp. matures 10/16/95
6.03 6,874,543
5,600,000 Philip Morris Co., Inc. matures
09/05/95
5.96 5,538,811
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
13
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Schedules of Investments (unaudited) (continued)
June 30, 1995 ------------------------------------------------
- ----------------------------
RETIREMENT PORTFOLIO
<TABLE>
<CAPTION>
Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- ------------- -----
<C> <S>
<C> <C>
COMMERCIAL PAPER -- 55.8% (continued)
$18,300,000 Preferred Receivable
Funding
matures 10/02/95
5.77% $ 18,027,223
4,000,000 Republic N.Y. Corp.
matures
10/06/95
6.11 3,934,148
10,800,000 Saint-Gobain
(Compagnie)
matures 09/18/95
5.82 10,662,066
16,700,000 San Paolo US Finance,
Inc.
mature 07/10/95 to
07/18/95 5.97 to 6.06
16,661,658
10,000,000 Shell Oil Co. matures
10/03/95
5.87 9,846,728
16,150,000 Siemens Corp. mature
07/10/95
to
07/21/95
5.94 to 6.33 16,108,728
9,850,000 Toronto Dominion matures
07/10/95
5.94 9,835,373
9,000,000 Transamerica Corp.
mature 08/09/95 to
11/30/95 5.81 to 5.93
8,779,220
10,000,000 Unilever Capital Corp.
matures
11/01/95
5.89 9,798,758
35,000,000 Union Bank of Switzerland
matures 07/05/95
6.20 34,975,889
10,000,000 Working Capital Management
Co.
matures 09/05/95
5.95 9,890,917
- ------------
TOTAL COMMERCIAL PAPER
(Cost -- $636,263,242)
636,263,242
============
TIME DEPOSITS -- 1.3%
15,000,000 Z-Landesbank matures
07/03/95
(Cost -- $15,000,000)
6.31 15,000,000
============
CERTIFICATES OF DEPOSIT -- 25.6%
20,000,000 ABN AMRO Canada
mature 07/05/95 to
11/17/95 5.99 to 6.73
20,025,487
22,000,000 ABN AMRO New York
matures 08/21/95
6.38 22,001,712
10,000,000 Bank of America matures
09/28/95
5.91 10,000,000
20,000,000 Bank of New York mature
07/03/95
to 07/07/95
6.04 to 6.18 20,000,000
10,000,000 Bank of Nova Scotia matures
08/11/95
6.02 9,999,966
8,000,000 Bayerische Landesbank
matures 01/17/96
6.58 8,029,998
10,000,000 Canadian Bank of Commerce
matures 09/05/95
5.98 10,001,181
10,000,000 Chemical Bank matures 12/11/95
5.74 10,000,000
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
14
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Schedules of Investments (unaudited) (continued)
June 30, 1995 ------------------------------------------------
- ----------------------------
RETIREMENT PORTFOLIO
<TABLE>
<CAPTION>
Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- ------------- -----
<C> <S>
<C> <C>
CERTIFICATES OF DEPOSIT -- 25.6%
(continued)
$30,000,000 Commerzbank AG mature
08/21/95
to 09/12/95
5.95% to 6.38% $ 30,000,392
10,000,000 Credit Agricola USA,
Inc.
matures 09/15/95
6.37 10,001,204
10,000,000 Creditanstalt
Bankverein
matures 07/19/95
6.10 10,000,003
10,000,000 Credito Italiano
matures
09/07/95
5.83 9,998,144
10,000,000 Den Danske Bank matures
08/14/95
5.99 9,999,926
10,000,000 Deutsche Bank
mature 03/20/96 to
04/12/96 6.58 to 6.65
10,006,187
10,000,000 Fuji Securities matures
07/14/95
6.06 10,000,140
10,000,000 International Nederlanden
Bank
N.V.
matures 12/08/95
5.71 10,000,432
10,000,000 Industrial Bank of Japan
matures 07/31/95
6.27 10,001,679
17,000,000 Lloyds Bank matures 07/11/95
6.75 17,002,267
7,000,000 Rabobank Nederland N.V.
matures 10/20/95
6.22 6,999,985
28,000,000 Societe Generale
mature 07/05/95 to
09/11/95 5.94 to 6.16
28,001,322
20,000,000 Swiss Bank Corporation
matures 07/21/95
6.01 20,000,115
- --------------
TOTAL CERTIFICATES OF DEPOSIT
(Cost -- $292,070,140)
292,070,140
==============
REPURCHASE AGREEMENT -- 0.7%
8,050,000 Morgan Stanley Group, Inc., 6.05%
due 07/03/95; Proceeds at maturity
$8,054,059; (Fully collateralized by
U.S. Treasury Notes, 3.875% due
10/31/95; Market value -- $8,159,968)
(Cost -$8,050,000)
8,050,000
==============
TOTAL INVESTMENTS -- 100%
(Cost -- $1,139,241,247*)
$1,139,241,247
==============
</TABLE>
++ Weekly Floating Rate Note -- Interest rate varies with the
three month
Treasury Bill.
* Aggregate cost for Federal income tax purposes is
substantially
the same.
SEE NOTES TO FINANCIAL STATEMENTS.
15
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Statements of Assets and Liabilities (unaudited)
June 30, 1995 ------------------------------------------------
- ----------------------------
<TABLE>
<CAPTION>
Cash
Government Retirement
Portfolio
Portfolio Portfolio
---------------
- ----------
<S> <C>
<C> <C>
ASSETS:
Investments,
at amortized cost $20,437,651,452
$4,009,028,029 $1,139,241,247
Cash 823
- -- 704
Interest receivable 89,888,960
362,581 3,993,004
Other assets 1,445,902
1,965 3,733
-----------------
- --------- --------------
Total Assets 20,528,987,137
4,009,392,575 1,143,238,688
-----------------
- ---------- --------------
LIABILITIES:
Management fees payable
6,984,217
1,414,881 418,097
Distribution costs payable
554,567
106,953 32,910
Dividends payable
58,515,344
11,125,296 3,219,042
Payable for securities
purchased
- --
65,950,855 --
Accrued expenses
and other liabilities
1,931,140
492,296 44,765
-----------
- --------------- --------------
Total Liabilities
67,985,268
79,090,281 3,714,814
-----------
- --------------- --------------
Total Net Assets
$20,461,001,869
$3,930,302,294 $1,139,523,874
=============== ==============
==============
NET ASSETS CONSIST OF:
Capital Stock
(25,000,000,000,
10,000,000,000 and
5,000,000,000 shares
authorized, respectively;
par value $0.01 per share) $
204,633,024
$
39,304,233 $ 11,395,239
Capital paid in excess
of par value 20,258,063,169
3,890,998,061 1,128,128,635
Accumulated net realized
loss on security transactions (1,694,324)
- -- --
-----------------
- --------- --------------
Total Net Assets $20,461,001,869
$3,930,302,294 $1,139,523,874
===============
============== ==============
Shares Outstanding 20,463,302,414
3,930,423,297 1,139,523,874
-----------------
- --------- --------------
Net Asset Value $1.00
$1.00 $1.00
-----------------
- --------- --------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
16
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Statements of Operations (unaudited) -------------------------
- ---------------------------------------------------
For the Six Months Ended June 30, 1995
<TABLE>
<CAPTION>
Cash
Government Retirement
Portfolio
Portfolio Portfolio
---------------
- ----------
<S> <C>
<C> <C>
INVESTMENT INCOME:
Interest $576,964,294
$115,206,265 $32,670,544
------------------
- -- -----------
EXPENSES:
Management fees (Note 3) 39,520,202
8,245,234 2,375,249
Distribution fees (Note 3) 9,376,002
1,883,755 531,826
Shareholder and system
servicing fees 8,488,832
1,015,055 677,090
Shareholder communication fees 743,836
104,137 153,727
Custodian fees 357,041
76,863 47,610
Audit and legal fees 107,786
27,670 6,031
Insurance 84,767
17,452 6,988
Registration fees 64,094
67,937 51,312
Directors' fees 39,671
17,356 5,837
Other 13,118
12,301 1,110
------------
- --
- --------- -----------
Total Expenses 58,795,349
11,467,760 3,854,780
------------
- --
- --------- -----------
Net Investment Income 518,168,945
103,738,505 28,813,764
------------
- --
- --------- -----------
Net Realized Gain From Security
Transactions 166,911
404,836 --
------------
- -
- ----------- -----------
Increase In Net Assets From
Operations $518,335,856
$104,143,341 $28,813,764
============
============ ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
17
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Statements of Changes in Net Assets --------------------------
- --------------------------------------------------
For the Six Months Ended June 30, 1995 (unaudited)
and the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Cash Portfolio
1995
1994
- ---- ----
<S>
<C>
<C>
OPERATIONS:
Net investment income $
518,168,945 $ 193,724,147
Net realized gains from security transactions
166,911 --
Increase in Net Assets From Operations
518,335,856 193,724,147
DIVIDENDS TO
SHAREHOLDERS (NOTE 2)
(517,847,995)
(193,497,134)
FUND SHARE
TRANSACTIONS:
Proceeds from sale of shares
47,392,941,176 25,932,015,959
Net asset value of shares issued in
connection with the transfer of the
Daily Dividend Fund's net assets (Note
6)
- -- 14,862,405,020
Net asset value of shares issued for
reinvestment
of dividends
493,673,792 152,373,648
Cost of shares reacquired
(45,017,822,705) (26,307,843,802)
Increase in Net Assets
From Fund Share Transactions
2,868,792,263 14,638,950,825
Increase in Net Assets
2,869,280,124 14,639,177,838
NET ASSETS:
Beginning of Period
17,591,721,745 2,952,543,907
End of Period $
20,461,001,869 $ 17,591,721,745
================ ================
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
18
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Statements of Changes in Net Assets (continued) --------------
- -------------------------------------------------------------
For the Six Months Ended June 30, 1995 (unaudited)
and the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Government Portfolio
1995
1994
- ---- ----
<S>
<C>
<C>
OPERATIONS:
Net investment income $
103,738,505 $ 40,273,266
Net realized gains from security transactions
404,836 --
- ---------------
Increase in Net Assets from Operations
104,143,341 40,273,266
- ---------------
DIVIDENDS TO SHAREHOLDERS (NOTE 2)
(103,674,836) (40,235,782)
- ---------------
FUND SHARE TRANSACTIONS:
Proceeds from sale of shares
8,470,086,032 4,478,706,764
Net asset value of shares issued in
connection with the transfer of
the Government and Agencies
Fund's net assets (Note 6)
- -- 3,137,185,388
Net asset value of shares issued for reinvestment
of dividends
100,072,072 32,260,125
Cost of shares reacquired (8,370,312,149) (4,554,003,884)
- ---------------
Increase in Net Assets
From Fund Share Transactions
199,845,955 3,094,148,393
- ---------------
Increase in Net Assets
200,314,460 3,094,185,877
NET ASSETS:
Beginning of Period
3,729,987,834 635,801,957
- ---------------
End of Period $
3,930,302,294 $ 3,729,987,834
=============== ===============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
19
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Statements of Changes in Net Assets (continued) --------------
- -------------------------------------------------------------
For the Six Months Ended June 30, 1995 (unaudited)
and the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Retirement Portfolio
------------
- ------------------
1995
1994
-----
-
<S> <C>
<C>
OPERATIONS:
Net investment income $
28,813,764
$ 40,875,476
------------
- --------------
DIVIDENDS TO SHAREHOLDERS (NOTE 2)
(28,813,764)
(40,875,476)
------------
- --------------
FUND SHARE TRANSACTIONS:
Proceeds from sale of shares
2,111,138,368
3,903,151,175
Net asset value of shares issued for
reinvestment of dividends
28,020,614
37,087,661
Cost of shares reacquired
(2,060,977,489)
(4,063,219,480)
------------
- ---------------
Increase (Decrease) in Net Assets
From Fund Share Transactions
78,181,493
(122,980,644)
------------
- --------------
Increase (Decrease) in Net Assets
78,181,493
(122,980,644)
NET ASSETS:
Beginning of Period
1,061,342,381
1,184,323,025
------------
- --------------
End of Period $
1,139,523,874
$ 1,061,342,381
=============== ===============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
20
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Notes to Financial Statements (unaudited) --------------------
- --------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
Smith Barney Money Funds, 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 Fund
consists of three
separate investment portfolios: Cash, Government and
Retirement Portfolios.
The significant accounting policies consistently followed by
the Fund are:
(a) transactions in money market instruments and government
obligations are
recorded on trade date; (b) the Fund uses the amortized cost
method for valuing
investments; accordingly, the cost of securities plus accreted
discount, or
minus amortized premium, approximates market value; (c)
interest income is
recorded on the accrual basis; (d) direct expenses are charged
to each portfolio
and each class; management fees and general fund expenses are
allocated on the
basis of relative net assets; (e) the Fund intends to comply
with the
requirements of the Internal Revenue Code pertaining to
regulated investment
companies and to make the required distribution to
shareholders; therefore, no
provision for Federal income taxes has been made; and (f)
during 1994, the Fund
adopted Statement of Position 93-2 Determination, Disclosure,
and Financial ------------------------------------------------
- -------
-
- --------
Statement Presentation of Income, Capital Gain, and Return of
Capital ------------------------------------------------------
- -----------
Distributions by Investment Companies. Accordingly,
distributions in excess of -----------------------------------
- ---
book basis accumulated realized gains or undistributed net
investment income
that were the result of permanent book and tax accounting
differences of
$247,846 and $16,645 for the Cash and Government Portfolios,
respectively, at
December 31, 1994, have been reclassified to paid-in capital.
Net investment
income, net realized gains and net assets were not affected by
this change.
2. DIVIDENDS
Each portfolio declares and records a dividend of
substantially all of its
net investment income on each business day. Such dividends are
paid or
reinvested monthly in each respective portfolio's shares on
the payable date.
3. MANAGEMENT AGREEMENTS
Smith Barney Mutual Funds Management Inc. ("SBMFM"), a
subsidiary of Smith
Barney Holdings, Inc., acts as investment manager to
21
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Notes to Financial Statements (unaudited) (continued) --------
- --------------------------------------------------------------
- -----
the Fund. As compensation for its services, each Portfolio
pays SBMFM a daily
fee calculated at the following rates: Cash Portfolio: 0.45%
on the first $6.0
billion of the Portfolio's average daily net assets, 0.425% on
the next $6.0
billion, 0.40% on the next $6.0 billion and 0.35% on the
average daily net
assets in excess of $18.0 billion; Government Portfolio: 0.45%
on the first $2.5
billion of the Portfolio's average daily net assets, 0.40% on
the next $2.5
billion and 0.35% on average daily net assets in excess of
$5.0 billion; and the
Retirement Portfolio: 0.45% on the first $1.0 billion of the
Portfolio's average
daily net assets, 0.40% on the next $1.0 billion and 0.35% on
average daily net
assets in excess of $2.0 billion. These fees are calculated
daily and paid
monthly.
Pursuant to a distribution plan, the Fund makes payments for
assistance in
distributing Class A and C shares to Smith Barney Inc.,
calculated at the annual
rate of 0.10% of average daily net assets. All officers and
two directors of the
Fund are employees of Smith Barney Inc.
4. INVESTMENTS
At December 31, 1994, the Fund had capital loss carryovers
available to
offset future capital gains of $1,861,235 and $404,836 for the
Cash and
Government Portfolios, respectively. These carryovers expire
December 31, 2002.
To the extent that these carryover losses are used to offset
capital gains, it
is probable that the gains so offset will not be distributed.
5. REPURCHASE AGREEMENTS
The Fund purchases, and its custodian takes possession of,
U.S. Government
securities from banks and 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 of the collateral in amounts at least
equal to the
repurchase price.
6. TRANSFER OF ASSETS
On November 17, 1994 the net assets of the Smith Barney Daily
Dividend Fund
Inc. ("SBDDF") and Smith Barney Government and Agencies Fund
Inc. ("SBGAF") were
merged into Smith Barney Money Funds, Inc. Cash and Government
Portfolios,
respectively, pursuant to an Agreement and Plan of
Reorganization dated
November 18, 1994.
22
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Notes to Financial Statements (unaudited) (continued) --------
- --------------------------------------------------------------
- -----
The transaction was structured for tax purposes to
qualify as a tax-free
reorganization under the Internal Revenue Code. The SBDDF's
and SBGAF's net
assets at that date were $14,862,405,020 and $3,137,185,388,
respectively.
Directly after the merger the combined net assets were
$18,096,646,896 and
$3,779,716,739 for the Cash and Government Portfolios,
respectively.
7. CAPITAL STOCK
The Fund has multiple classes of shares within the Cash and
Government
Portfolios. Class A and Class Y shares can be purchased
directly by investors;
Class C shares can only be purchased by participants in the
Smith Barney 401(k)
Program; and, Class Z shares can only be purchased by
participants in the Smith
Barney employee 401(k) program.
At June 30, 1995 the Cash, Government and Retirement
Portfolios had the
following shares outstanding for each class:
<TABLE>
<CAPTION>
Class A
Class C Class Y Class Z
--------------
- --
- ------ ---------- ----------
<S> <C>
<C>
<C> <C>
Cash Portfolio 20,443,051,472
1,317,260 18,928,523 5,159
Government Portfolio 3,868,117,238
1,852,706 28,988,451 31,464,902
Retirement Portfolio 1,139,523,874
- -- -- --
==============
========= ========== ==========
</TABLE>
23
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Notes to Financial Statements (unaudited) (continued) --------
- --------------------------------------------------------------
- -----
Transactions in shares of each Portfolio were as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
CASH PORTFOLIO
JUNE
30, 1995 DECEMBER 31, 1994+
- -------------- -
- --
- --
- -
- ---------- -----------------
<S>
<C>
<C>
Class A
Shares sold
47,345,035,051 25,930,115,865
Transfer from SBDDF (Note 6)
- -- 14,865,420,439
Shares issued on reinvestment
493,513,221
152,368,338
Shares redeemed
(44,988,172,033) (26,307,773,316)
------
- ---------- -----------------
Net Increase
2,850,376,239 14,640,131,326
================ ================= Class C
Shares sold
886,862 1,387,955
Shares issued on reinvestment
37,096 5,292
Shares redeemed
(929,458) (70,486)
---
- ---------- -----------------
Net Increase (Decrease)
(5,500) 1,322,761
================ =================
Class Y
Shares sold
47,019,263 507,139
Shares issued on reinvestment
123,334 --
Shares redeemed
(28,721,214) --
-
- ----------- -----------------
Net Increase
18,421,383 507,139
================ =================
Class Z
Shares sold
- -- 5,000
Shares issued on reinvestment
141 18
Shares redeemed
- -- --
-
- ----------- -----------------
Net Increase
141 5,018
================ =================
</TABLE>
+ For Class C, Y and Z shares, transactions are for the period
from
inception (November 10, 1994, December 29, 1994 and December
15, 1994,
respectively) to December 31, 1994.
24
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Notes to Financial Statements (unaudited) (continued) --------
- --------------------------------------------------------------
- -----
<TABLE>
<CAPTION>
Six
Months Ended Year Ended
Government Portfolio June 30,
1995
December 31, 1994+
- -------------------- ---------
- --
- -
- --
- -- -----------------
<S> <C>
<C>
Class A
Shares sold
8,404,427,980 4,363,424,514
Transfer from SBGAF (Note 6)
- -- 3,137,812,379
Shares issued on reinvestment
98,858,040 31,980,417
Shares redeemed
(8,331,198,944) (4,470,695,392)
------
- -----------------
Net Increase
172,087,076 3,062,521,918
============= ==============
Class C*
Shares sold
64,249 30,251,826
Shares issued on reinvestment
74,963 132,329
Shares redeemed
(2,247,633) (26,660,799)
------
- -----------------
Net Increase (Decrease)
(2,108,421) 3,723,356
============= ==============
Class Y**
Shares sold
60,418,479 54,917,425
Shares issued on reinvestment
324,414 87,333
Shares redeemed
(32,671,150) (56,143,993)
------
- -----------------
Net Increase (Decrease)
28,071,743 (1,139,235)
============= ==============
Class Z
Shares sold
5,175,324 30,112,999
Shares issued on reinvestment
814,655 60,046
Shares redeemed
(4,194,422) (503,700)
------
- -----------------
Net Increase
1,795,557 29,669,345
============= ==============
Retirement Portfolio --------------------
Class A
Shares sold
2,111,138,368 3,903,151,175
Shares issued on reinvestment 28,020,614
37,087,661
Shares redeemed
(2,060,977,489) (4,063,219,480)
------
- -----------------
Net Increase (Decrease)
78,181,493 (122,980,644)
============= ==============
</TABLE>
* On November 7, 1994 the former Class B shares were renamed
Class C shares.
** On November 7, 1994 the former Class C shares were renamed
Class Y shares.
+ For Class Z shares, transactions are for the period from
November
9, 1994
(inception date) to December 31, 1994.
25
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- --------------------------------------------
Financial Highlights -----------------------------------------
- ----------------------------------
For a share of each class of capital stock outstanding
throughout each
period:
<TABLE>
<CAPTION>
Class A
--------------
- -----------------------------------
Cash Portfolio 1995(a)
1994
1993 1992 1991
- -------------- -------
- --
- --
- ---- ---- ----
<S> <C>
<C>
<C> <C> <C>
Net Asset Value, Beginning of Period $1.00
$1.00
$1.00 $1.00 $1.00
------- --
- --
- ---
- ----- ------- -------
Net investment income 0.027
0.037
0.026 0.033 0.055
Dividends from net investment income (0.027)
(0.037) (0.026) (0.033) (0.055)
------- --
- --
- ---
- ----- ------- -------
Net Asset Value, End of Period $1.00
$1.00
$1.00 $1.00 $1.00
------- --
- --
- --
- ------- ------- -------
Total Return 2.77%++
3.73% 2.63% 3.31% 5.66%
------- --
- --
- --
- ------- ------- -------
Net Assets, End of Period (in millions) $20,441
$17,590
$ 2,953 $ 2,841 $ 1,784
------- --
- --
- --
- ------- ------- -------
Ratios to Average Net Assets:
Expenses
0.62%+
0.64% 0.64% 0.60% 0.52%
Net investment income 5.47+
4.10
2.60 3.17 5.55
=======
=======
======= ======= =======
<CAPTION>
Class
C Class Y
--------------
- --------------------
Cash Portfolio 1995(a)
1994(b)
1995(a) 1994(c)
- -------------- ------- --
- --
- --
- -
- ------- -------
<S> <C>
<C>
<C> <C>
Net Asset Value, Beginning of Period $1.00
$1.00
$1.00 $1.00
----- --
- --
- -
- ----- ------
Net investment income 0.027
0.007
0.027 0.0004
Dividends from net investment income (0.027)
(0.007)
(0.027) 0.0004)
----- --
- --
- -
- ----- ------
Net Asset Value, End of Period $1.00
$1.00
$1.00 $1.00
----- --
- --
- -
- ----- ------
Total Return++ 2.77%
0.007%
2.69% 0.0004%
----- --
- --
- -
- ----- ------
Net Assets, End of Period (in millions) $1.0
$1.0
$19.0 $0.5
----- --
- --
- -
- ----- ------
Ratios to Average Net Assets:
Expenses 0.62%+
0.62%+
0.53%+ 0.53%+
Net investment income 5.44+
4.77+
5.61+ 5.23+
=====
=====
===== ======
<CAPTION>
Class
Z -----------
----
- ----
Cash Portfolio 1995(a)
1994(d)
- -------------- -------
- --
- -
- ----
<S> <C>
<C>
Net Asset Value, Beginning of Period $1.00
$1.00
------
- --
- --
- -
Net investment income 0.028
0.006
Dividends from net investment income (0.028)
(0.006)
------
- --
- --
- -
Net Asset Value, End of Period $1.00
$1.00
------
- --
- --
Total Return++ 2.82%
0.006%
------
- ---
Net Assets, End of Period (000s) $0.005
$0.005
------
- ---
Ratios to Average Net Assets:
Expenses 0.52%+
0.47%+
Net investment income 5.54+
5.12+
======
======
</TABLE>
(a) For the six months ended June 30, 1995 (unaudited).
(b) For the period from November 10, 1994 (inception date) to
December 31, 1994.
(c) For the period from December 29, 1994 (inception date) to
December 31, 1994.
(d) For the period from November 15, 1994 (inception date) to
December 31, 1994.
++ Total return is not annualized as it may not be
representative of the the
total return for that period.
+ Annualized.
26
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Financial Highlights (continued) -----------------------------
- -----------------------------------------------
For a share of each class of capital stock outstanding
throughout each period:
<TABLE>
<CAPTION>
Class A
-------------------
- ---------------------
Government Portfolio 1995(a) 1994
1993(b) 1992 1991
- -------------------- ------- ----
- -
- -
- ----- ---- ----
<S> <C> <C>
<C> <C> <C>
Net Asset Value, Beginning of Period $1.00 $1.00
$1.00 $1.00 $1.00
------ ------
- --- ----- -----
Net investment income 0.027
0.036
0.025 0.032 0.054
Dividends from net investment income (0.027)
(0.036)
(0.025) (0.032) (0.054)
------ -----
- -
- --- ----- -----
Net Asset Value, End of Period $1.00
$1.00
$1.00 $1.00 $1.00
------ -----
- -
- -
- -
- --- ----- -----
Total Return 2.73%++
3.63%
2.55% 3.32% 5.57%
------ -----
- -
- -
- -
- --- ----- -----
Net Assets, End of Period (in millions) $3,868
$3,695
$
636 $ 675 $ 394
------ -----
- -
- -
- -
- --- ----- -----
Ratios to Average Net Assets:
Expenses 0.60%+
0.61%
0.61% 0.55% 0.49%
Net investment income 5.40+
4.03
2.53 3.15 5.43
======
======
===== ===== =====
<CAPTION>
Class C
Class Y
-----------------
- -----------------
Government Portfolio 1995(a) 1994
1995(a) 1994
- -------------------- ------- ----
- -
- -
- ----- ----
<S> <C> <C>
<C> <C>
Net Asset Value, Beginning of Period $1.00 $1.00
$1.00 $1.00
----- -----
- ----- -----
Net investment income 0.027 0.036
0.027 0.036
Dividends from net investment income (0.027)
(0.036)
(0.027) (0.036)
----- -----
- ----- -----
Net Asset Value, End of Period $1.00 $1.00
$1.00 $1.00
----- -----
- ----- -----
Total Return 2.74%++
3.63%
2.78%++ 3.65%
----- -----
- ----- -----
Net Assets, End of Period (in millions) $2.0 $4.0
$29.0 $1.0
----- ------
- --- -----
Ratios to Average Net Assets:
Expenses 0.60%+ 0.61%
0.50%+ 0.60%
Net investment income 5.45+ 3.78
5.55+ 3.58
===== =====
=====
=====
<CAPTION>
Class Z
---
- ---------------
Government Portfolio
1995(a)
1994(c)
- -------------------- ---
- --
- --
- -------
<S>
<C>
<C>
Net Asset Value, Beginning of Period
$1.00
$1.00
--
- ----
Net investment income
0.028
0.007
Dividends from net investment income
(0.028)
(0.007)
--
- ----
Net Asset Value, End of Period
$1.00
$1.00
--
- ----
Total Return++
2.79%
0.007%
--
- ----
Net Assets, End of Period (000s)
$31.0
$30.0
--
- ----
Ratios to Average Net Assets:
Expenses
0.50%+
0.51%+
Net investment income
5.51+
4.93+
===== =====
</TABLE>
(a) For the six months ended June 30, 1995 (unaudited).
(b) Since no difference in expenses existed for Class A and C
in the Government
Portfolio for 1993, this information is identical for each
class of shares.
(c) For the period from November 9, 1994 (inception date) to
December 31, 1994.
++ Total return is not annualized as it may not be
representative
of the
the total return for that period.
+ Annualized.
27
<PAGE>
Smith Barney Money Funds, Inc. -------------------------------
- ---------------------------------------------
Financial Highlights (continued) -----------------------------
- -----------------------------------------------
For a share of each class of capital stock outstanding
throughout each period:
<TABLE>
<CAPTION>
Class A -----------
-------------------
---------
Retirement Portfolio 1995(a) 1994
1993 1992 1991
- -------------------- ------- ----
- --
- -
- - ---- ----
<S> <C> <C>
<C>
<C> <C>
Net Asset Value, Beginning of Period $1.00 $1.00
$1.00 $1.00 $1.00
------ ------
- --
- -
- --
- - ------ -----
Net investment income 0.027 0.036
0.026 0.032 0.054
Dividends from net investment income (0.027) (0.036)
(0.026) (0.032) (0.054)
------ ------
- --
- -
- --
- - ------ -----
Net Asset Value, End of Period $1.00 $1.00
$1.00 $1.00 $1.00
------ ------
- --
- -
- --
- - ------ -----
Total Return 2.72%++ 3.67%
2.58% 3.26% 5.58%
------ ------
- --
- -
- --
- - ------ -----
Net Assets, End of Period (in millions) $1,140 $1,061
$1,184 $1,030 $972
------ ------
- --
- -
- --
- - ------ -----
Ratios to Average Net Assets:
Expenses 0.72%+
0.70%
0.70% 0.64% 0.57%
Net investment income 5.37+
3.57
2.55 3.21 5.44
======
====== ====== ====== =====
</TABLE>
(a) For the six months ended June 30, 1995 (unaudited).
++ Total return is not annualized as it may not be
representative
of
the the total return for that period.
+ Annualized.
28
<PAGE>
SMITH BARNEY
- ------------
A Member of TravelersGroup [LOGO]
SMITH BARNEY
MONEY FUNDS, INC.
DIRECTORS
Jessica M. Bibliowicz
Ralph D. Creasman
Joseph H. Fleiss
Donald R. Foley
Paul Hardin
Francis P. Martin, M.D.
Heath B. McLendon, Chairman
Roderick C. Rasmussen
John P. Toolan
C. Richard Youngdahl
OFFICERS
Heath B. McLendon
Chief Executive Officer
Jessica M. Bibliowicz
President
Lewis E. Daidone
Senior Vice President
and Treasurer
Phyllis M. Zahorodny
Vice President
Irving P. David
Controller
Christina T. Sydor
Secretary
INVESTMENT MANAGER
Smith Barney Mutual Funds
Management Inc.
DISTRIBUTOR
Smith Barney Inc.
CUSTODIAN
PNC Bank
SHAREHOLDER
SERVICING AGENT
The Shareholder Services Group, Inc.
P.O. Box 9134
Boston, MA 02205-9134
This report is submitted for the general information
of the shareholders of
Smith Barney Money Funds, Inc. It is not authorized
for distribution to
prospective investors unless accompanied or preceded
by an effective Prospectus
for the Fund, which contains information concerning
the Fund's investment
policies and expenses as well as other
pertinent information.
SMITH BARNEY
MONEY FUNDS, INC.
388 Greenwich Street
New York, New York 10013
<PAGE>
Annual Report
1994
1994
1994
1994
1994
Smith Barney
Money Funds, Inc.
December 31, 1994
[LOGO] Smith Barney Mutual Funds
Investing for your future.
Every day.
<PAGE>
Money Funds
Dear Shareholder:
Money market funds are again presenting investors with
attractive and
competitive returns, especially when compared to other short
term investment
options. Throughout 1994 money market interest rates rose
substantially,
propelled upward by the Federal Reserve Board's (Fed) six
increases in the
federal funds rate -- the rate banks charge each other for
overnight loans. The
Fed, concerned that inflationary pressures were building,
moved toward this more
restrictive monetary policy in an effort to stem potential
future inflation
before it became an issue. On February 4, 1994, the Fed
raised the federal funds
rate to 3.25%, and by the end of December, it had pushed the
rate to 5.5%.
In our view, the economic slowdown which was expected by Wall
Street economists
as a result of the Fed's rate increases, never materialized
during the second
half of 1994. In addition to the continuing strength in
capital spending by
businesses that we've seen since the current recovery cycle
began, the consumer,
after months of solid income gains and buoyed by a healthy
job outlook, began to
spend at record levels. By late fall, consumer credit debt
had risen to double-
digit levels.
Portfolio Performance and Strategy
The net result of the Fed's interest rate hikes was positive
for money market
investors. As short-term interest rates rose, so did the
yields of our
Portfolios. The table shows the yields of each of the
Portfolios in Smith Barney
Money Funds on December 31, 1994.
<TABLE>
<CAPTION>
Seven-Day Effective
Portfolio Current Yield Yield
- ---------- ------------- ---
<S> <C> <C>
Cash 5.07%
5.20% Government 5.02
5.14 Retirement 5.14
5.27
</TABLE>
In order to take advantage of rising short-term interest
rates, we kept the
average maturity for each of the Portfolios to an average of
40 days throughout
the year. We continued to stress credit quality with
conservative investments
primarily in large, domestic and international money-center
banks and well-known
multinational corporations. We believe that these issues pose
minimal credit
risk because corporate earnings come from diverse sources.
The sharp rise in
interest rates has, however, taken its toll on the financial
sector particularly
among regional banks and brokerage firms. This sector has
1
<PAGE>
experienced steep drops in earnings due to certain securities
and derivative
holdings. We have been inclined to keep a reduced exposure to
these regional
firms due to the potential for credit-rating downgrades.
Outlook
Despite the Fed's efforts to cool the economy, strong capital
spending,
employment growth and consumer spending indicate a fourth
quarter real gross
domestic product (GDP) rate that could reach 4.0% when the
final data for 1994
is tallied. It is generally understood that a rate which
exceeds 2.5% may point
to future inflation.
Interest rates are still low on an absolute basis and, in our
opinion, it will
be necessary for the Fed to increase rates even further in
order to slow the
economy and contain an acceleration of inflation which could
appear by midyear.
It is possible that the target federal funds rate will have to
be
pushed as high
as 8% in 1995 before economic growth begins to taper off. In
light of this
tightening action, and to benefit from rising short-term
rates, we expect to
maintain the Portfolios' average maturity in the short range,
typically about
40 days.
Sincerely,
/s/ Stephen Treadway
Stephen Treadway
Chairman and Chief Executive Officer
January 31, 1995
2
<PAGE>
<TABLE>
<CAPTION>
Smith Barney Money Funds, Inc.
Schedules of Investments
December 31, 1994
<S> <C>
<C> <C>
Cash Portfolio Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- ------------- -----
U.S. TREASURY notes -- 1.1%
$200,000,000 mature 12/31/94 to
02/15/95
(Cost -- $200,283,661)
3.69% to 3.81% $200,283,661
U.S. AGENCIES AND INSTRUMENTALITIES -- 7.0%
186,730,000 Federal Home Loan Banks
mature 01/18/95 to 04/10/95
5.04 to 6.22 184,713,285
231,000,000 Federal Home Loan Mortgage
Corp.
mature 03/16/95 to 04/03/95
5.77 to 6.30 227,877,682
700,975,000 Federal National Mortgage
Agency
mature 01/17/95 to 03/16/95
5.02 to 6.32 696,067,462
138,000,000 Student Loan Marketing
Association
mature 04/16/96 to 11/10/98++
5.89 to 5.94 138,000,000
TOTAL U.S. AGENCIES AND
INSTRUMENTALITIES (Cost --
$1,246,658,429) 1,246,658,429
DOMESTIC BANK OBLIGATIONS -- 4.5%
50,000,000 Bank of New York matures
02/03/95
5.55 50,000,904
50,000,000 Bayerische Landesbank matures
01/18/95
3.62 49,997,981
15,000,000 Deutsche Bank matures
04/04/95
5.83 14,780,286
175,000,000 First Chicago Corp. National
mature 01/18/95 to 02/17/95
3.65 to 5.85 175,000,000
50,000,000 General Electric Capital
Corp.
matures 01/19/95
3.59 49,998,644
50,000,000 Merrill Lynch & Co., Inc.
matures
02/03/95 5.55 50,000,000
40,000,000 National Bank of Detroit
matures
04/01/95 5.85 40,000,000
225,000,000 NationsBank Texas
mature 01/06/95 to
06/07/95 3.63 to 6.00 224,985,790
80,000,000 Pepsico matures
02/03/95
3.60 79,995,298
70,000,000 Republic National Bank
matures
03/20/95
6.18 69,076,350
TOTAL DOMESTIC BANK
OBLIGATIONS (Cost -
$803,835,253)
803,835,253
DOMESTIC CERTIFICATES OF DEPOSIT -- 0.1%
25,000,000 American Express
Company
matures 01/06/95
6.05 25,000,000
25,000,000 Chemical Bank matures
04/04/95
5.60 25,000,000
</TABLE>
See Notes to Financial Statements.
3
<PAGE>
<TABLE>
<CAPTION>
Smith Barney Money Funds, Inc.
Schedules of Investments (continued)
December 31, 1994
Cash
Portfolio Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- ------------- -----
<S> <C>
<C> <C>
DOMESTIC CERTIFICATES OF DEPOSIT -- 0.1%(continued)
$100,000,000 First Chicago Corp. National
matures 02/10/95
6.13% $100,000,000
TOTAL CERTIFICATES OF DEPOSIT
(Cost -$150,000,000)
150,000,000
COMMERCIAL PAPER -- 48.0%
125,000,000 Abbey National North America
Corp.
matures 02/15/95
5.83 124,101,563
25,000,000 AIG Funding, Inc. matures
03/31/95
6.27 24,618,660
25,000,000 Alliance & Leicester Building
Society
matures 03/23/95
6.22 24,655,469
328,500,000 American Home Product Corp.
mature 01/06/95 to 03/21/95
5.94 to 6.35 326,923,192
15,000,000 Asset Securitization matures
03/06/95
6.28 14,834,667
175,000,000 AT&T Corp.
mature 01/12/95 to 02/14/95
5.44 to 5.81 173,664,916
75,000,000 AT&T Corp.
matures 01/18/95++
5.25 75,000,000
160,000,000 Bank of America
mature 01/06/95 to 01/26/95
4.86 to 5.24 159,627,509
25,000,000 Bank of Nova Scotia matures
03/29/95
6.38 24,620,583
465,000,000 Banker Trust N.Y. Corp.
mature 01/13/95 to 04/03/95
5.06 to 5.66 462,225,454
100,000,000 Banque Francaise du Commerce
Exterieur
mature 02/03/95 to 03/21/95
5.68 to 6.25 99,067,444
50,000,000 Banque Paribas matures
01/06/95
5.88 49,959,444
75,000,000 Barclays US Funding matures
03/13/95
6.30 74,081,438
50,000,000 Bayerische Landesbank matures
01/10/95
6.02 49,925,125
150,000,000 BCI Funding, Inc.
mature 01/12/95 to 02/06/95
5.53 to 6.21 149,308,236
40,000,000 British Gas Capital matures
03/20/95
6.31 39,460,933
30,000,000 Budget Funding, Inc. matures
03/23/95
6.31 29,580,150
75,000,000 Caisse des Depots
mature 01/17/95 to 03/31/95
6.10 to 6.38 74,250,223
125,000,000 Canadian Imperial Bank
Holdings
mature 01/30/95 to 02/03/95
5.54 to 5.57 124,403,500
</TABLE>
See Notes to Financial Statements.
4
<PAGE>
<TABLE>
<CAPTION>
Smith Barney Money Funds, Inc.
Schedules of Investments (continued)
December 31, 1994
Cash
Portfolio Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- ------------- -----
<S> <C>
<C> <C>
COMMERCIAL PAPER -- 48.0% (continued)
$196,900,000 Canadian Wheat Board
mature 02/07/95 to
04/11/95 5.15% to 6.41% $195,173,470
25,000,000 Cargill, Inc. matures
01/25/95 5.13 24,916,667
25,000,000 Cariplo matures
01/06/95
6.00 24,979,271
100,000,000 CCBP International,
Inc.
mature 02/08/95 to
04/28/95 5.91 to 6.21 98,743,194
150,000,000 Cheltenham &
Gloucester
mature 02/21/95 to
03/22/95 5.84 to 6.32 148,175,438
99,100,000 Ciesco L.P. mature
01/11/95
to 02/01/95
5.49 to 6.08 98,868,690
25,000,000 CIT Group Holdings,
Inc.
matures 01/12/95
5.50 24,958,521
50,000,000 Citibank of Canada
matures 01/25/95
3.73 49,994,835
50,000,000 Commerzbank US
Finance
matures 01/03/95
6.04 49,757,931
15,000,000 Compagnie Bancaire
USA
Finance Corp.
matures 01/17/95
5.47 14,964,000
145,000,000 Corporate Asset
Funding
Co.,
Inc.
mature 02/02/95 to
06/26/95 5.10 to 6.88 143,046,829
15,000,000 Corporate Asset
Funding
Co.,
Inc.
matures 02/28/95**
5.83 14,999,523
193,200,000 Corporate Receivables
Corp.
mature 01/19/95 to
03/10/95 5.48 to 6.31 191,913,484
75,000,000 Credit Agricole USA,
Inc.
mature 02/28/95
5.61 74,334,208
90,000,000 Creditanstalt Bank
mature 02/01/95 to
03/31/95 5.54 to 6.36 89,145,873
140,000,000 Credito Italiano
(Delaware)
mature 01/31/95 to
06/30/95 5.77 to 6.93 138,042,119
132,200,000 CXC, Inc.
mature 01/11/95 to
02/06/95 5.47 to 6.16 131,665,649
59,800,000 Daimler-Benz North
American
Corp.
mature 03/06/95 to
04/05/95 5.73 to 6.34 59,043,606
70,000,000 Dean Witter,
Discover
&
Co.
mature 01/03/95 to
01/13/95 5.50 to 5.89 69,896,444
75,000,000 Den Danske Bank
mature 02/10/95 to
04/19/95 5.75 to 6.20 73,991,222
</TABLE>
See Notes to Financial Statements.
5
<PAGE>
<TABLE>
<CAPTION>
Smith Barney Money Funds, Inc.
Schedules of Investments (continued)
December 31, 1994
Cash
Portfolio Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- ------------- -----
<S> <C>
<C> <C>
COMMERCIAL PAPER -- 48.0% (continued)
$ 25,000,000 Dresdner US Finance,
Inc.
matures 01/23/95
5.12% $ 24,923,764
25,000,000 First Chicago Corp.
National
matures 04/03/95
5.45 24,661,389
25,000,000 Fleet Financial
Group,
Inc.
matures 01/13/95
6.18 24,948,750
40,000,000 Fleet Mortgage Group,
Inc.
matures 01/20/95
6.14 39,871,222
138,000,000 Ford Credit Europe
PLC
mature 01/17/95 to
03/23/95 5.80 to 6.32 137,208,292
215,000,000 Ford Motor Credit
Corp.
mature 01/12/95 to
03/27/95 5.49 to 6.30 214,082,166
300,000,000 General Electric
Capital
Corp.
mature 01/12/95 to
08/31/95 5.50 to 7.06 295,162,854
50,000,000 General Electric
Capital
Services
matures 04/05/95
5.84 49,259,750
11,500,000 General Electric Co.
matures 02/07/95
5.19 11,440,194
100,000,000 Generale Bank, Inc.
mature 03/10/95 to
04/10/95 5.87 to 6.28 98,631,639
65,000,000 GM Acceptance Corp.
matures 02/03/95
6.26 64,630,583
160,000,000 Goldman Sachs Group,
L.P.
mature 01/05/95 to
04/03/95 5.12 to 6.24 158,274,389
200,000,000 Halifax Building
Society
mature 01/03/95 to
04/03/95 5.81 to 6.35 198,107,889
336,000,000 Hanson Finance PLC
mature 01/04/95 to
03/14/95 5.48 to 6.32 333,864,442
50,000,000 Indosuez North
America,
Inc.
matures 02/07/95
6.13 49,688,069
75,000,000 International
Nederlanden
Bank N.V.
mature 01/13/95 to
01/31/95 5.08 to 6.02 74,796,875
25,000,000 Krediet
Bank
matures
01/09/95 6.08 24,966,389
50,000,000 Leeds
Permanent
Building
Society
matures
02/21/95 5.84 49,592,708
205,000,000 McKenna
Triangle
mature
02/07/95 to 03/20/95 6.19 to 6.35
202,738,909
</TABLE>
See Notes to Financial Statements.
6
<PAGE>
<TABLE>
<CAPTION>
Smith Barney Money Funds, Inc.
Schedules of Investments (continued)
December 31, 1994
Cash Portfolio
Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- -
- ------------ -----
<S> <C>
<C> <C>
COMMERCIAL PAPER -- 48.0% (continued)
$375,000,000 Merrill Lynch & Co.,
Inc.
mature 01/11/95 to
04/26/95 5.13% to 5.91% $372,581,262
200,000,000 Morgan Stanley Group,
Inc.
mature 01/05/95 to
03/20/95 6.05 to 6.35 198,977,250
50,000,000 National Bank of Canada
Finance
USA
matures 03/29/95
6.36 49,242,375
45,000,000 National Westminster Canada
mature 03/20/95 to 03/30/95
6.25 to 6.34 44,352,167
95,000,000 Nationsbank
mature 02/14/95 to
03/21/95 5.84 to 6.19 94,172,547
165,000,000 New Center Asset Trust
mature 03/17/95 to
04/07/95 6.21 to 6.47 162,483,417
105,000,000 Nynex Corp.
mature 01/11/95 to 02/13/95
5.56 to 5.88 104,539,799
88,950,000 Oesterrieichische matures
02/08/95
6.10 88,384,772
25,000,000 Panasonic Finance, Inc.
matures
03/29/95
6.30 24,624,813
52,000,000 Pepsico mature 02/03/95 to
02/06/95
5.82 to 5.83 51,713,938
25,000,000 PHH Corporation matures
01/17/95
6.08 24,932,778
75,000,000 Philip Morris Co., Inc.
matures
01/26/95
5.76 74,703,125
34,000,000 Preferred Receivable Funding
matures 01/03/95
5.88 33,988,950
102,692,000 Premium Funding, Inc.
mature 01/04/95 to 03/01/95
5.41 to 6.31 102,322,897
135,026,000 Receivable Capital Corp.
mature 01/11/95 to 02/09/95
5.99 to 6.16 134,601,987
75,000,000 Renault Credit International
mature 03/15/95 to 03/22/95
6.35 to 6.38 73,987,195
25,000,000 San Paolo US Finance, Inc.
matures 01/12/95
5.47 24,958,750
90,000,000 Sheffield Receivable Corp.
mature 01/17/95 to 01/23/95
5.78 to 6.02 89,706,122
94,600,000 Siemens Corp.
mature 04/05/95 to 04/17/95
5.73 to 5.74 93,130,784
25,000,000 Smithkline Beecham Corp.
matures 01/11/95
5.49 24,962,292
100,000,000 Swedish Export Credit Corp.
mature 01/03/95 to 02/16/95
5.07 to 6.01 99,710,416
</TABLE>
See Notes to Financial
Statements. 7
<PAGE>
<TABLE>
<CAPTION>
Smith Barney Money Funds, Inc.
Schedules of Investments (continued)
December 31, 1994
Cash
Portfolio Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- -
- ------------ -----
<S> <C>
<C> <C>
COMMERCIAL PAPER -- 48.0% (continued)
$ 59,900,000 Toronto Dominion Holdings
USA,
Inc.
mature 02/01/95 to
02/02/95 5.07% to 5.23% $ 59,636,079
164,000,000 Transamerica Corp.
mature 01/03/95 to
04/07/95 5.06 to 5.73 163,153,075
200,000,000 Union Bank of Switzerland
matures 01/03/95
6.00 199,933,333
70,000,000 Whirlpool Financial Corp.
mature 02/08/95 to
02/21/95 5.67 to 5.76 69,524,720
25,000,000 Working Capital
Management
Co.
matures 01/12/95
6.15 24,953,250
50,000,000 Z-Landesbank
matures 01/12/95
6.01 49,908,640
TOTAL COMMERCIAL PAPER
(Cost -- $8,428,956,486)
8,428,956,486
TIME DEPOSITs -- 5.4%
100,000,000 Canadian Imperial matures
01/03/95
5.82 100,000,000
235,000,000 Chemical Bank matures
01/03/95
6.00 235,000,000
150,000,000 Dai-Ichi Kangyo Bank
(Cayman)
matures 01/03/95
6.75 150,000,000
75,000,000 Mitsubishi Bank (Cayman)
matures 01/03/95
6.00 75,000,000
100,000,000 NationsBank Texas
(Cayman)
matures 01/03/95
6.50 100,000,000
135,000,000 Westdeutsche Landesbank
(Cayman)
matures 01/03/95
6.50 135,000,000
161,619,000 Z-Landesbank (Cayman)
matures 01/03/95
6.50 161,619,000
TOTAL TIME DEPOSITS
(Cost --
$956,619,000) 956,619,000
FOREIGN CERTIFICATES OF DEPOSIT -- 25.8%
116,000,000 ABN AMRO North
America
Finance
mature 01/09/95
to 03/22/95 5.17 to 6.21 115,557,672
130,000,000 ABN AMRO
Chicago
mature 01/04/95 to
03/14/95 5.19 to 6.20
129,700,877
</TABLE>
See Notes to Financial
Statements.
8
<PAGE>
<TABLE>
<CAPTION>
Smith Barney Money Funds, Inc.
Schedules of Investments (continued)
December 31, 1994
Cash Portfolio Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- -
- ------------ -----
<S> <C>
<C> <C>
FOREIGN CERTIFICATES OF DEPOSIT -- 25.8%
(continued) $130,000,000 Abbey National
PLC
mature 02/02/95
to 03/01/95 5.21% to 5.54%
$130,002,232
10,000,000 Banque
Francaise
du
Commerce
Exterieur
matures 01/17/95 6.07
9,998,326
130,000,000 Banque Paribas
mature 02/01/95 to
03/29/95 5.08 to 6.35 129,995,390
125,000,000 Bank Nationale de
Paris
mature 02/06/95 to
04/03/95 5.64 to 6.30 124,959,220
100,000,000 Bank of Montreal
matures 01/03/95
5.41 to 5.45 99,999,939
50,000,000 Bank of New York
mature 01/13/95 to
03/20/95 3.57 to 6.22 50,001,228
346,000,000 Bank of Nova Scotia
mature 01/03/95 to
03/29/95 3.62 to 6.38 345,976,205
100,000,000 Bank of Tokyo
mature 03/06/95 to
04/04/95 6.17 to 6.42 100,000,000
110,000,000 Barclays Canada
mature 02/15/95 to
06/26/95 5.24 to 6.90 109,307,484
75,000,000 Bayerische
Vereinsbank
mature 01/05/95 to
02/13/95 5.94 to 6.11 75,000,619
100,000,000 Canadian Imperial
Bank
of
Commerce
mature 02/16/95 to
03/20/95 5.82 to 6.25 100,000,000
25,000,000 Cariplo matures
01/11/95
3.69 25,000,067
25,000,000 CIC (Credit
Industrial
Commerce)
matures 01/11/95
3.79 25,000,134
312,000,000 Commerzbank AG
mature 01/17/95
to 03/29/95 3.64 to 6.20 311,969,818
115,000,000 Credit Suisse
mature 01/10/95
to 02/03/95 3.70 to 5.49 114,998,880
50,000,000 Creditanstalt
Bankverein
mature 03/20/95 to
03/23/95 6.20 to 6.28 49,999,476
25,000,000 Credito Italiano
matures 01/11/95
3.69 25,000,067
130,000,000 Dai-Ichi Kangyo
Bank
mature 01/03/95 to
01/30/95 5.97 to 6.13 130,003,451
50,000,000 Den Danske Bank
matures 04/11/95
5.88 50,002,698
</TABLE>
See Notes to Financial
Statements. 9
<PAGE>
<TABLE>
<CAPTION>
Smith Barney Money Funds, Inc.
Schedules of Investments (continued)
December 31, 1994
Cash Portfolio
Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- -
- ------------ -----
<S> <C>
<C> <C>
FOREIGN CERTIFICATES OF DEPOSIT -- 25.8%
(continued) $170,000,000 Harris
Trust
and Savings
Bank
mature 01/13/95 to
02/14/95 5.48% to 5.82% $ 169,987,052
150,000,000 Hessiche Landesbank
mature 01/18/95 to
04/04/95 3.63 to 5.60 150,002,829
199,000,000 JP Morgan & Co.
mature 02/03/95
to 02/13/95 5.64 to 6.18
199,000,766
84,000,000 Lloyds Bank
mature 03/15/95
to 04/04/95 5.20 to 6.19
84,005,796
188,000,000 Mitsubishi Bank
mature 01/03/95
to 01/10/95 5.70 to 6.03
187,999,914
10,000,000 National Bank of
Detroit
matures 03/20/95
6.20 10,001,425
158,000,000 National
Westminster
PLC
mature 01/13/95 to
04/10/95 5.36 to 6.21 157,995,283
250,000,000 Rabobank Nederland
N.V.
mature 01/20/95 to
04/04/95 5.07 to 6.35 250,005,162
50,000,000 San Paolo Bank
mature 01/31/95
to 02/08/95 5.59 to 6.23
50,000,727
186,000,000 Sanwa Bank
mature 01/03/95
to 03/29/95 5.97 to 6.37
185,980,411
305,000,000 Societe Generale
mature 01/18/95
to 04/06/95 5.08 to 6.35
304,952,630
149,000,000 Sumitomo Bank
mature 01/04/95
to 01/23/95 5.49 to 6.10
148,998,846
45,000,000 Swiss Bank
Corporation
matures 01/13/95
5.46 45,000,579
75,000,000 Toronto Dominion
mature 01/03/95 to
01/18/95 3.63 to 5.00 75,000,317
47,000,000 UBS Finance
(Delaware)
matures 01/04/95
5.83 46,999,525
150,000,000 Westdeutsche
Landesbank
Girozentrale
mature 01/03/95 to
01/19/95 5.10 to 5.37 150,000,268
25,000,000 Z-Landesbank
matures 01/04/95
5.36 25,000,021
TOTAL FOREIGN CERTIFICATES
OF DEPOSIT (Cost -
$4,493,405,334)
4,493,405,334
</TABLE>
See Notes to Financial
Statements.
10
<PAGE>
<TABLE>
<CAPTION>
Smith Barney Money Funds, Inc.
Schedules of Investments (continued)
December 31, 1994
Cash Portfolio
Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- ------------- -----
<S> <C>
<C> <C>
OTHER NOTES -- 7.8%
$ 30,000,000 Abbey National Treasury PLC
matures 04/27/95++
5.85% $ 29,997,617
75,000,000 AT&T Capital Corp. matures
01/18/95++
5.25 75,000,000
200,000,000 Bank of New York matures
06/07/95++
5.64 199,957,215
150,000,000 Beneficial Corp.
mature 03/23/95 to 06/07/95++
5.81 to 5.85 149,990,313
75,000,000 CIT Group Holdings, Inc.
matures 03/28/95++
5.80 74,996,547
100,000,000 Citibank Canada matures
03/07/95++
6.12 100,000,000
15,000,000 Corporate Asset Funding Co.,
Inc.
matures 02/28/95++
5.83 14,999,523
25,000,000 First Chicago Corp. matures
02/22/95++
5.82 24,998,219
29,000,000 Goldman Sachs Group, L.P.
mature 02/16/95 to 03/20/95++
5.69 29,000,000
200,000,000 JP Morgan & Co. matures
04/18/95++
5.78 199,976,285
23,000,000 Merrill Lynch & Co., Inc.
matures 02/23/95+
5.69 to 5.87 23,000,000
50,000,000 Merrill Lynch & Co., Inc.
matures 05/19/95++
5.87 50,000,000
50,000,000 Morgan Stanley Group, Inc.
matures 05/17/95++
6.38 49,995,341
78,500,000 Pepsico matures 04/13/95++
5.84 78,494,500
110,000,000 PHH Corp. matures 05/12/95++
5.87 110,000,000
175,000,000 Pittsburgh National Bank
mature 05/05/95 to 05/09/95++
5.82 174,959,200
TOTAL OTHER NOTES
(Cost -- $1,385,364,760)
1,385,364,760
REPURCHASE AGREEMENTS -- 0.3%
Goldman Sachs Group, L.P.:
48,326,000 5.50% due 01/05/95;
proceeds at maturity --
$48,960,950 (Fully
collateralized by FNMA 6.00%
due 01/01/09; Market value --
$54,320,876) 48,326,000
</TABLE>
See Notes to Financial Statements.
11
<PAGE>
<TABLE>
<CAPTION>
Smith Barney Money Funds, Inc.
Schedules of Investments (continued)
December 31, 1994
Cash
Portfolio Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- -
- ------------ -----
<S> <C>
<C> <C>
REPURCHASE AGREEMENTS -- 0.3% (continued)
Goldman Sachs (continued):
$7,579,000 5.50% due 01/05/95;
proceeds at maturity -
$7,678,580 (Fully
collateralized by FNMA 8.50%
due 10/01/05; Market value --
$7,650,314) $ 7,579,000
TOTAL REPURCHASE AGREEMENTS
(Cost -- $55,905,000)
55,905,000
TOTAL INVESTMENTS -- 100%
(Cost -- $17,721,027,923*)
$17,721,027,923
</TABLE>
+ Daily Floating Rate Note -- interest rate varies with
Federal
Funds Rate.
++ Weekly Floating Rate Note -- interest rate varies with
three month Treasury
Bill.
+++ Quarterly Floating Rate Note -- interest rate varies
with three month
Treasury Bill.
** Quarterly Floating Rate Note -- interest rate varies
with 90 day Commercial
Paper Rate.
* Aggregate cost for Federal income tax purposes is
substantially
the same.
See Notes to Financial
Statements. 12
<PAGE>
<TABLE>
<CAPTION>
Smith Barney Money Funds, Inc. Schedules of
Investments (continued) December 31, 1994
Government Portfolio
Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- -
- ------------ -----
<S> <C>
<C> <C>
U.S. TREASURY Bills-- 2.8%
$105,000,000 mature 01/12/95 to
04/06/95
(Cost -- $104,327,586)
4.83% to 5.36% $ 104,327,586
U.S. AGENCIES AND INSTRUMENTALITIES -- 86.6%
117,090,000 Federal Farm Credit Banks
mature 01/11/95 to
04/12/95 3.52 to 6.19 116,341,046
518,530,000 Federal Home Loan Bank
mature 01/03/95 to
04/25/95 3.52 to 6.30 514,390,246
928,814,000 Federal Home Loan
Mortgage
Corp.
mature 01/03/95 to
04/04/95 5.06 to 6.30 923,004,442
1,677,705,000 Federal National Mortgage Agency
mature 01/03/95 to 06/09/95
3.54 to 6.30 1,667,544,504
20,000,000 Student Loan Marketing
Association
Discount notes matures 04/05/95
5.76 19,707,556
TOTAL U.S. AGENCIES AND
INSTRUMENTALITIES (Cost
$3,240,987,794)
3,240,987,794
REPURCHASE AGREEMENTS -- 10.6%
180,000,000 Credit Lyonnais, 6.10% due
01/03/95
proceeds at maturity -
$180,122,000 (Fully
collateralized by U.S. Treasury
Notes
12.50%
due 08/15/14; Market value
$183,601,075) 180,000,000
Fuji Bank:
36,350,000 5.90% due 01/05/95;
proceeds at maturity -
$36,390,995 (Fully collateralized
by U.S. Treasury
Notes 6.125%
due 07/31/96; Market value
$37,092,500) 36,350,000
25,195,000 5.90 due 01/05/95;
proceeds at maturity -
$25,223,414 (Fully collateralized
by U.S. Treasury
Notes 5.125%
due 03/31/96; Market value
$25,685,713) 25,195,000
</TABLE>
See Notes to Financial
Statements.
13
<PAGE>
<TABLE>
<CAPTION>
Smith Barney Money Funds, Inc.
Schedules of Investments (continued)
December 31, 1994
Government Portfolio
Face
Amount
Security
Value
------ --------
- -----
<S> <C>
<C>
REPURCHASE AGREEMENTS -- 10.6% (continued)
Fuji Bank (continued):
$ 19,110,000 5.90% due 01/05/95;
proceeds at maturity -
$19,131,522 (Fully
collateralized by U.S. Treasury
Notes 6.875%
due 03/31/97; Market value -
$19,500,594) $ 19,110,000
19,345,000 5.90% due 01/05/95;
proceeds at maturity - $19,366,817
(Fully collateralized by U.S. Treasury
Notes 6.00%
due 10/15/99; Market value $19,740,000)
19,345,000
117,650,000 Morgan Guaranty, 5.35% due 01/03/95
proceeds at maturity - $117,719,936
(Fully collateralized by U.S. Treasury
Notes; Market value - $120,006,668)
117,650,000
TOTAL REPURCHASE AGREEMENTS
(Cost -- $397,650,000)
397,650,000
TOTAL INVESTMENTS -100%
(Cost $3,742,965,380*)
$3,742,965,380
</TABLE>
* Aggregate cost for Federal income tax
purposes is substantially the same.
See Notes to Financial
Statements.
14
<PAGE>
<TABLE>
<CAPTION>
Smith Barney Money Funds, Inc. Schedules
of Investments (continued) December 31,
1994
Retirement
Portfolio
Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- -------------- ------
<S> <C>
<C> <C>
U.S. TREASURY BILL -- 0.9%
$ 10,000,000 matures 02/09/95
(Cost -- $9,947,242)
4.99% $ 9,947,242
U.S. AGENCIES AND INSTRUMENTALITIES -- 8.7%
14,000,000 Federal Farm Credit Bank
matures 02/09/95++
5.77 14,000,000
30,000,000 Federal Home Loan Mortgage
Corp.
mature 03/02/95 to 04/03/95
6.18 to 6.42 29,576,333
30,000,000 Federal National Mortgage
Agency
mature 02/08/95 to 03/28/95
5.60 to 6.29 29,680,750
21,000,000 Student Loan Marketing
Association
mature 04/16/96 to 11/24/97++
5.89 to 5.94 21,000,000
TOTAL U.S. AGENCIES AND
INSTRUMENTALITIES
(Cost -- $94,257,083)
94,257,083
DOMESTIC BANK OBLIGATIONS -- 2.8%
13,000,000 Bank of New York matures
01/26/95
5.55 13,000,267
10,000,000 National Bank of Detroit
matures 04/06/95
5.76 10,000,513
7,000,000 Republic N.Y. Corp. matures
03/20/95
6.21 6,907,180
TOTAL DOMESTIC BANK
OBLIGATIONS (Cost --
$29,907,960)
29,907,960
COMMERCIAL PAPER -- 47.4%
10,000,000 Abbey National North America
Corp.
matures 02/02/95
5.54 9,951,467
10,000,000 ABN AMRO North American
Finance,
Inc.
matures 01/04/95
5.49 9,995,492
7,500,000 AIG Funding, Inc. matures
01/12/95
6.01 7,486,296
30,000,000 American Home Product Corp.
mature 01/06/95 to 02/02/95
5.94 to 6.27 29,847,994
13,000,000 AT&T Corp. matures 02/17/95
5.60 12,906,653
30,000,000 Bankers Trust N.Y. Corp.
mature 01/17/95 to
04/12/95 5.21 to 5.74 29,797,939
</TABLE>
See Notes to Financial
Statements.
15
<PAGE>
<TABLE>
<CAPTION>
Smith Barney Money Funds, Inc.
Schedules of Investments (continued)
December 31, 1994
Retirement
Portfolio Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- -------------- ------
<S> <C>
<C> <C>
COMMERCIAL PAPER -- 47.4% (continued)
$10,000,000 Banque Francaise du Commerce
Exterieur
matures 03/22/95
6.24% $ 9,863,333
10,000,000 Barclays US Funding matures
03/14/95
6.30 9,875,800
5,000,000 British Gas Capital matures
03/20/95
6.31 4,932,617
5,000,000 Canadian Wheat Board
matures 03/03/95
5.15 4,957,469
2,000,000 Ciesco L.P. matures 01/11/95
5.87 1,996,750
4,600,000 Corporate Asset Funding Co.,
Inc.
matures 01/11/95
5.87 4,579,779
8,000,000 Corporate Asset Funding Co.,
Inc.
matures 02/28/95**
5.83 7,999,746
9,900,000 Creditanstalt Bankverein
matures
03/31/95
6.36 9,746,786
20,000,000 Credito Italiano (Delaware)
matures
03/20/95 6.22 19,734,367
20,400,000 Dean Witter, Discover & Co.
mature 01/13/95 to 02/23/95
5.89 to 6.08 20,291,387
14,250,000 Den Danske Bank matures
01/05/95
6.16 14,240,262
25,000,000 Ford Motor Credit Corp. matures
01/12/95
5.50 24,958,597
42,500,000 General Electric Capital Corp.
mature 02/07/95 to 04/06/95
5.19 to 6.39 42,120,890
5,250,000 Goldman Sachs Group, L.P.
matures 01/20/95
5.98 5,233,513
15,000,000 Halifax Building Society
matures 04/03/95
6.34 14,765,625
30,000,000 Hanson Finance PLC
mature 01/18/95 to 03/13/95
5.48 to 6.29 29,808,158
14,600,000 International Nederlanden
Bank
N.V.
matures 02/06/95
6.13 14,511,378
10,000,000 Krediet Bank
matures 01/09/95
6.08 9,986,556
20,000,000 Leeds Permanent Building
Society
matures 02/21/95
5.84 19,837,083
10,000,000 Merrill Lynch & Co., Inc.
matures
02/28/95
5.98 9,904,944
20,000,000 Nationsbank matures 02/14/95
5.84 19,859,200
15,400,000 Philip Morris Co., Inc.
mature 01/09/95 to 01/18/95
5.76 to 5.91 15,366,003
30,232,000 Premium Funding, Inc.
mature 01/13/95 to 02/06/95
6.10 to 6.19 30,087,846
</TABLE>
See Notes to Financial Statements.
16
<PAGE>
<TABLE>
<CAPTION>
Smith Barney Money Funds, Inc.
Schedules of Investments (continued)
December 31, 1994
Retirement
Portfolio Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- -------------- ------
<S> <C>
<C> <C>
COMMERCIAL PAPER -- 47.4% (continued)
$13,014,000 Receivable Capital Corp.
mature 01/04/95 to 02/06/95
6.14% to 6.16% $12,951,463
30,000,000 Siemens Corp.
mature 02/01/95 to 04/05/95
5.55 to 6.30 29,669,197
23,600,000 Swedish Export Credit Corp.
mature 01/03/95 to 01/06/95
5.48 to 6.01 23,587,967
TOTAL COMMERCIAL PAPER (Cost
- $510,852,557)
510,852,557
TIME DEPOSITS -- 17.9%
40,000,000 Chemical Bank (London)
matures 01/03/95
6.00 40,000,000
30,000,000 Banque Paribas (Cayman)
matures 01/03/95
6.13 30,000,000
40,000,000 Dai-Ichi Kangyo Bank
(Cayman)
matures 01/03/95
6.75 40,000,000
42,517,000 Westdeutsche Landesbank
(Cayman)
matures 01/03/95
6.50 42,517,000
40,000,000 Z-Landesbank (Cayman)
matures 01/03/95
6.50 40,000,000
TOTAL TIME DEPOSITS
(Cost --
$192,517,000) 192,517,000
CERTIFICATES OF DEPOSIT -- 19.1%
5,000,000 Abbey National PLC
matures 03/01/95
5.21 5,000,080
19,000,000 Bank of Nova Scotia
mature 02/13/95 to
02/28/95 5.88 to 6.28 18,993,509
5,000,000 Barclays Bank
matures 02/13/95
5.50 4,998,868
20,000,000 Canadian Imperial Bank
of
Commerce
mature 02/28/95 to
05/01/95 5.82 to 6.12 20,000,000
12,000,000 Cariplo matures
01/04/95
5.46 11,999,579
27,000,000 Commerzbank US Finance
mature 03/01/95 to
03/06/95 5.21 to 6.16 27,002,958
13,000,000 Credit Suisse matures
01/10/95
5.51 12,999,960
</TABLE>
See Notes to
Financial Statements.
17
<PAGE>
<TABLE>
<CAPTION>
Smith Barney Money Funds, Inc.
Schedules of Investments (continued)
December 31, 1994
Retirement
Portfolio Annualized
Face
Yield on Date
Amount Security
of Purchase Value
------ --------
- -------------- ------
<S> <C>
<C> <C>
CERTIFICATES OF DEPOSIT -- 19.1% (continued)
$20,000,000 First National
Bank
of
Chicago
matures 02/10/95
6.13% $ 20,000,000
10,000,000 Harris Trust & Savings
Bank
matures 02/14/95
5.88 9,997,752
20,000,000 Morgan Guaranty Trust Co.
matures 02/03/95
6.18 20,000,181
15,000,000 Rabobank Nederland N.V.
matures
04/13/95 5.68 15,000,059
5,000,000 Sanwa Bank matures
01/04/95
5.97 5,000,004
10,000,000 Societe Generale matures
04/03/95
6.35 10,000,000
15,000,000 Sumitomo Bank matures
01/04/95
5.98 15,000,012
10,000,000 Swiss Bank Corporation
matures
01/25/95 5.49 10,000,060
TOTAL CERTIFICATES OF
DEPOSIT (Cost -
$205,993,022)
205,993,022
OTHER NOTES -- 3.2%
10,000,000 Abbey National Treasury
PLC
matures
04/27/95++ 5.85 9,999,205
8,000,000 Corporate Asset Funding
Co.,
Inc.
matures 02/28/95+
5.83 7,999,746
6,000,000 Goldman Sachs Group, L.P.
matures
03/20/95+ 5.69 6,000,000
10,000,000 Merrill Lynch & Co., Inc.
matures
02/23/95+ 5.69 10,000,000
TOTAL OTHER NOTES
(Cost --
$33,998,951) 33,998,951
TOTAL INVESTMENTS
-100% (Cost
$1,077,473,815*)
$1,077,473,815
</TABLE>
+ Daily Floating Rate Note -- interest rate varies
with
Federal
Funds Rate.
++ Weekly Floating Rate Note -- interest rate varies with
three month Treasury
Bill.
+++ Quarterly Floating Rate Note -- interest rate varies
with three month
Treasury Bill.
** Quarterly Floating Rate Note -- interest rate varies
with 90 day Commercial
Paper Rate.
* Aggregate cost for Federal income tax purposes
is
substantially
the same.
See Notes to Financial
Statements. 18
<PAGE>
<TABLE>
<CAPTION>
Smith Barney Money Funds, Inc.
Statements of Assets and Liabilities
December 31, 1994
Cash
Government Retirement
Portfolio
Portfolio Portfolio
----------
- -------- -----------
<S> <C>
<C>
<C>
ASSETS:
Investments, at
amortized cost $17,721,027,923
$3,742,965,380 $1,077,473,815
Cash 373
170 764
Interest receivable 83,837,403
144,301 2,570,043
Other assets 20,362
1,964 3,733
Total Assets 17,804,886,061
3,743,111,815 1,080,048,355
LIABILITIES:
Payable for securities purchased 149,218,750
- -- 14,765,625
Management fees payable 6,600,449
1,419,734 448,894
Distribution costs payable 2,520,391
529,205 301,983
Accrued expenses and other
liabilities 6,488,959
1,034,160 252,659
Dividends payable 48,335,767
10,140,882 2,936,813
Total Liabilities 213,164,316
13,123,981 18,705,974
Total Net Assets
$17,591,721,745
$3,729,987,834 $1,061,342,381
Net assets consist of:
Capital Stock
(25,000,000,000, 10,000,000,000
and 5,000,000,000 shares
authorized, respectively;
par value $.01 per share)
$ 175,945,102
$ 37,305,773 $ 10,613,424
Capital paid in excess
of par value
17,417,637,878
3,693,086,897 1,050,728,957
Accumulated net realized
loss on security
transactions (1,861,235)
(404,836) --
Total Net Assets $17,591,721,745
$3,729,987,834 $1,061,342,381
Shares Outstanding 17,594,510,151
3,730,577,342 1,061,342,381
Net Asset Value Per Share $1.00
$1.00 $1.00
</TABLE>
See Notes to Financial Statements.
19
<PAGE>
<TABLE>
<CAPTION>
Smith Barney Money Funds, Inc.
Statements of Operations For the
year
ended December 31, 1994
Cash
Government Retirement
Portfolio
Portfolio Portfolio
----------
- ------- ----------
<S> <C>
<C>
<C>
INVESTMENT INCOME:
Interest $223,960,204
$46,370,096 $48,924,546
EXPENSES:
Management fees (Note 3) 20,507,822
4,378,067 5,058,146
Distribution costs (Note 3) 4,721,747
997,608 1,144,904
Shareholder servicing fees 4,031,700
380,422 1,304,003
Shareholder communication fees 422,945
66,576 310,002
Custodian fees 251,098
53,262 96,010
Registration fees 173,808
155,000 102,002
Legal and auditing fees 47,588
33,288 11,000
Directors' fees
21,539
9,700 8,001
Insurance
17,810
3,907 7,001
Other
40,000
19,000 8,001
Total Expenses
30,236,057
6,096,830 8,049,070
Net Investment Income
$193,724,147 $40,273,266 $40,875,476
</TABLE>
See Notes to
Financial Statements.
20
<PAGE>
<TABLE>
<CAPTION>
Smith Barney Money Funds, Inc.
Statements of Changes in Net Assets
For the years ended December 31,
Cash Portfolio Government Portfolio
---------------
- -------------- -----------------------------------
1994
1993 1994 1993
---------------
- ------------ -------------- -----------------
<S>
<C>
<C> <C> <C>
OPERATIONS:
Net investment income $
193,724,147
$
78,879,710 $ 40,273,266 $ 16,943,232
DIVIDENDS TO
SHAREHOLDERS (Note 2)
(193,497,134)
(78,879,710) (40,235,782)
(16,943,232)
FUND SHARE TRANSACTIONS:
Proceeds from sale of shares
25,932,015,959
14,566,695,742 4,478,706,764
3,025,584,771 Net asset value of shares
issued in connection with
the transfer of the Daily Dividend
Market Fund and Government
and Agencies Fund net assets (Note 6)
14,862,405,020
- -- 3,137,185,388 --
Net asset value of shares issued for
reinvestment of dividends
152,373,648
75,106,741 32,260,125 16,412,404
Cost of shares reacquired
(26,307,843,802)
(14,530,517,438) (4,554,003,884)
(3,080,788,956) Increase (Decrease) in Net
Assets
From Fund Share Transactions
14,638,950,825
111,285,045 3,094,148,393
(38,791,781) Total Increase (Decrease) in Net
Assets 14,639,177,838
111,285,045 3,094,185,877
(38,791,781) NET ASSETS:
Beginning of Year
2,952,543,907 2,841,258,862 635,801,957
674,593,738
End of Year
$
17,591,721,745
$
2,952,543,907 $ 3,729,987,834 $
635,801,957
Retirement Portfolio
- -----------------------------------
1994 1993
- ----------------- -------------
OPERATIONS:
Net investment income
$ 40,875,476 $ 28,096,532
DIVIDENDS TO
SHAREHOLDERS (Note 2)
(40,875,476) (28,096,532)
FUND SHARE TRANSACTIONS:
Proceeds from sale of shares
3,903,151,175 4,285,113,588
Net asset value of shares issued for
reinvestment of dividends
37,087,661 27,552,938
Cost of shares reacquired
(4,063,219,480) (4,158,130,323)
Increase (Decrease) in Net Assets From
Fund Share Transactions
(122,980,644) 154,536,203
Total Increase (Decrease) in Net
Assets (122,980,644) 154,536,203
NET ASSETS:
Beginning of Year
1,184,323,025 1,029,786,822
End of Year
$ 1,061,342,381 $1,184,323,025
</TABLE>
See Notes to
Financial Statements.
21
<PAGE>
Smith Barney Money Funds, Inc.
Notes to Financial Statements
1. Significant Accounting Policies
Smith Barney Money Funds, 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 Fund consists of three
separate investment
portfolios: Cash, Government and Retirement Portfolios. The
significant
accounting policies consistently followed by the Fund are: (a)
transactions in
money market instruments and government obligations are
recorded on trade date;
(b) the Fund uses the amortized cost method for valuing
investments; accordingly, the cost of securities plus accreted
discount, or minus amortized
premium, approximates market value; (c) interest income is
recorded on the
accrual basis; (d) direct expenses are charged to each
portfolio and each class;
management fees and general fund expenses are allocated on the
basis of relative
net assets; (e) the Fund intends to comply with the
requirements of the Internal
Revenue Code pertaining to regulated investment companies and
to make the
required distribution to shareholders; therefore, no provision
for Federal
income taxes has been made; and (f) during 1994, the Fund
adopted Statement of
Position 93-2 Determination, Disclosure, and Financial
Statement Presentation of
Income, Capital Gain, and Return of Capital Distributions by
Investment
Companies. Accordingly, distributions in excess of book basis
accumulated
realized gains or undistributed net investment income that
were the result of
permanent book and tax accounting differences of $247,846 and
$16,645 for the
Cash and Government Portfolios, respectively, at December 31,
1994, have been
reclassified to paid-in capital. Net investment income, net
realized gains and
net assets were not affected by this change.
2. Dividends
Each portfolio declares and records a dividend of
substantially all of its net
investment income on each business day. Such dividends are
paid or reinvested
monthly in each respective portfolio's shares on the payable
date.
3. Management Agreements
Smith Barney Mutual Funds Management Inc. ("SBMFM"), formerly
known as Smith
Barney Advisers, Inc., a subsidiary of Smith Barney Holdings,
Inc., acts as
investment manager to the Fund. As compensation for its
services, each Portfolio
pays SBMFM a daily fee calculated at the following rates: Cash
Portfolio - 0.45%
on the first $6.0 billion of the Fund's net assets, 0.425% on
the next $6.0
billion, 0.40% on the next
22
<PAGE>
Smith Barney Money Funds, Inc.
Notes to Financial Statements (continued)
$6.0 billion and 0.35% on the net assets in excess of $18.0
billion; The
Government Portfolio - 0.45% on the first $2.5 billion of the
Portfolio's net
assets; 0.40% on the next $2.5 billion and 0.35% on net assets
in excess of $5.0
billion; and the Retirement Portfolio - 0.45% on the first
$1.0 billion of the
Portfolio's net assets, 0.40% on the next $1.0 billion and
0.35% on net assets
in excess of $2.0 billion.
Pursuant to a distribution plan, the Fund makes payments for
assistance in
distributing shares to its distributor, Smith Barney Inc.,
calculated at the
annual rate of 0.10% of average daily net assets. All
officers and one director
of the Fund are employees of Smith Barney Inc.
4. Investments
At December 31, 1994, the Fund had capital loss carryovers
available to offest
future capital gains of $1,861,235 and $404,836 for the Cash
and Government
Portfolios, respectively. These carryovers expire December 31,
2002. To the
extent that these carryover losses are used to offset capital
gains, it is
probable that the gains so offset will not be distributed.
5. Repurchase Agreements
The Fund purchases, and its custodian takes possession of,
U.S. Government
securities from banks and 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 of the collateral in amounts at least
equal to the
repurchase price.
6. Transfer of Assets
On November 17, 1994 the net assets of the Smith Barney Daily
Dividend Fund Inc.
("SBDDF") and Smith Barney Government and Agencies Fund Inc.
("SBGAF") were
merged into Smith Barney Money Funds, Inc. Cash and Government
Portfolios,
respectively, pursuant to an Agreement and Plan of
Reorganization dated November
18, 1994.
The transaction was structured for tax purposes to qualify as
a tax free
reorganization under the Internal Revenue Code. The SBDDF's
and SBGAF's net
assets at that date were $14,862,405,020 and $3,137,185,388,
respectively.
Directly after the merger the combined net assets were
$18,096,646,896 and
$3,779,716,739 for the Cash and Government Portfolios,
respectively.
23
<PAGE>
Smith Barney Money Funds, Inc.
Notes to Financial Statements (continued)
7. Capital Stock
The Fund has multiple classes of shares within the Cash and
Government
Portfolios. Class A and Class Y shares can be purchased
directly
by investors;
Class C shares can only be purchased by participants in the
Smith Barney 401(k)
Program either directly or as part of an exchange privilege
transaction with
certain other Smith Barney Funds and; Class Z shares can only
be purchased by
participants in the Smith Barney employee 401(k) program either
directly or as
part of an exchange privilege transaction with certain other
Smith Barney Funds.
At December 31, 1994 the Cash, Government and Retirement
Portfolios had the
following shares outstanding for each class:
<TABLE>
<CAPTION>
Class A Class C Class Y
Class
Z
<S> <C> <C> <C> <C>
Cash
Portfolio 17,592,675,233 1,322,761 507,139
5,018
Government Portfolio 3,696,030,162 3,961,127 916,708
29,669,345 Retirement Portfolio 1,061,342,381 --
- --
- --
</TABLE>
24
<PAGE>
Smith Barney Money Funds, Inc.
Notes to Financial Statements (continued)
Transactions in shares of each Portfolio were as follows:
<TABLE>
<CAPTION>
Year Ended Year
Ended Cash December 31, 1994 December
31,
1993
- ------ ----------------- ----------
- --
- --
- -
- --
<S> <C> <C>
Class A
Shares sold 25,930,115,865
14,566,695,742
Transfer from SBDDF (Note 6) 14,865,420,439
- --
Shares issued on reinvestment 152,368,338
75,106,741
Shares redeemed (26,307,773,316)
(14,530,517,438)
Net Increase 14,640,131,326
111,285,045
Class C (a)
Shares sold 1,387,955
- --
Shares issued on reinvestment 5,292
- --
Shares redeemed (70,486)
- --
Net Increase
1,322,761
- --
Class Y (b)
Shares sold
507,139
- --
Shares issued on reinvestment -
- --
Shares redeemed -
- --
Net Increase
507,139
- --
Class Z (c)
Shares sold
5,000
- --
Shares issued on reinvestment
18
- --
Shares redeemed -
- --
Net Increase
5,018
- --
Government
Class A
Shares sold
4,363,424,514
3,008,073,550
Transfer from SBGAF (Note 6)
3,137,812,379
- --
Shares issued on reinvestment
31,980,417
16,409,312
Shares redeemed
(4,470,695,392) (3,065,568,356) Net Increase
(Decrease) 3,062,521,918 (41,085,494)
Class C (d)
Shares sold
30,251,826
4,575,006
Shares issued on reinvestment
132,329
1,642
Shares redeemed
(26,660,799)
(4,338,877)
Net Increase
3,723,356
237,771
</TABLE>
(a) Inception date November 10, 1994.
(b) Inception date December 29, 1994.
(c) Inception date November 15, 1994.
(d) Represents previously issued "Class B" shares which
were renamed "Class C"
on November 7, 1994.
25
<PAGE>
Smith Barney Money Funds, Inc.
Notes to Financial Statements (continued)
Transactions in shares of each Portfolio were as follows
(continued):
<TABLE>
<CAPTION>
Year Ended
Year Ended Government (continued) December 31, 1994
December 31,
1993
- ---------------------- ----------------- ---------
- --
- --
- --
<S> <C> <C>
Class Y (a)
Shares sold 54,917,425
12,936,215
Shares issued on reinvestment 87,333
1,450
Shares redeemed (56,143,993)
(10,881,723)
Net Increase (Decrease) (1,139,225)
2,055,942
Class Z (b)
Shares sold 30,112,999
- --
Shares issued on reinvestment 60,046
- --
Shares redeemed (503,700)
- --
Net Increase 29,669,345
- --
Retirement
Class A
Shares sold 3,903,151,175
4,285,113,588
Shares issued on reinvestment 37,087,661
27,552,938
Shares redeemed (4,063,219,480)
(4,158,130,323)
Net Increase (Decrease) (122,980,644)
154,536,203
</TABLE>
(a) Represents previously issued "Class C" shares which
were renamed "Class Y"
shares on November 7, 1994.
(b) Inception date November 9, 1994.
26
<PAGE>
Smith Barney Money Funds, Inc.
Financial Highlights
For a share of each class of capital stock outstanding
throughout each year:
<TABLE>
<CAPTION>
Net Asset
Dividends Net Asset Ratios to Average Net
Value, Net from
Net Value Net Assets Assets
Year Ended Beginning Investment
Investment
End of Total End of Year -------------------
December
31 of Year Income Income
Year Return (in millions) Net Income
Expenses ---------- ---------- --------
- -- ---------- -------------- ------------- --
- -------- ----------
<S> <C> <C>
<C>
<C> <C> <C> <C> <C>
Class A
Cash Portfolio:
1994 $1.00 $ 0.037
$
(0.037)
$1.00 3.73% $17,590 4.10%
0.64%
1993 1.00 0.026
(0.026)
1.00 2.63 2,953 2.60
0.64
1992 1.00 0.033
(0.033)
1.00 3.31 2,841 3.17
0.60
1991 1.00 0.055
(0.055)
1.00 5.66 1,784 5.55
0.52
1990 1.00 0.076
(0.076)
1.00 7.92 1,998 7.60
0.52
1989 1.00 0.086
(0.086)
1.00 8.97 2,088 8.60
0.54
Government Portfolio:
1994 1.00 0.036
(0.036)
1.00 3.63 3,695 4.03
0.61
1993 (a) 1.00 0.025
(0.025)
1.00 2.55 636 2.53
0.61
1992 1.00 0.032
(0.032)
1.00 3.32 675 3.15
0.55
1991 1.00 0.054
(0.054)
1.00 5.57 394 5.43
0.49
1990 1.00 0.074
(0.074)
1.00 7.76 363 7.39
0.49
1989 1.00 0.082
(0.082)
1.00 8.53 150 8.21
0.51
Retirement Portfolio:
1994 1.00 0.036
(0.036)
1.00 3.67 1,061 3.57
0.70
1993 1.00 0.026
(0.026)
1.00 2.58 1,184 2.55
0.70
1992 1.00 0.032
(0.032)
1.00 3.26 1,030 3.21
0.64
1991 1.00 0.054
(0.054)
1.00 5.58 972 5.44
0.57
1990 1.00 0.075
(0.075)
1.00 7.83 923 7.51
0.59
1989 1.00 0.085
(0.085)
1.00 8.86 810 8.48
0.63
Class C
Cash Portfolio (b):
1994 1.00 0.007
(0.007)
1.00 0.007++ 1 4.77+
0.62+
Government Portfolio:
1994 1.00 0.036
(0.036)
1.00 3.63 4 3.78
0.61 Class Y
Cash Portfolio (c):
1994 1.00 0.0004
(0.0004)
1.00 0.0004++ .5 5.23+
0.53+ Government Portfolio:
1994 1.00 0.036
(0.036)
1.00 3.65 1 3.58
0.60 Class Z
Cash Portfolio (d):
1994 1.00 0.006
(0.006) 1.00 0.006++ .005 5.12+
0.47+ Government Portfolio (e):
1994 1.00 0.007
(0.007) 1.00 0.007++ 30 4.93+
0.51+ </TABLE>
(a) Since no difference in expenses existed among the
classes in the Goverment
Portfolio, this information is identical for each
class of shares
outstanding during the period.
(b) Inception date November 10, 1994.
(c) Inception date December 29, 1994.
(d) Inception date November 15, 1994.
(e) Inception date November 9, 1994.
+ Annualized.
++ Total return is not annualized as it may
not
be
representative
of the
total return for that period.
27
<PAGE>
Smith Barney Money Funds, Inc.
Independent Auditors' Report
To the Shareholders and Board of Directors of
The Smith Barney Money Funds, Inc.:
We have audited the accompanying statements of assets and
liabilities including
the schedules of investments of Smith Barney Money Funds, Inc.
(comprising,
respectively, the Cash, Government and Retirement Portfolios)
as of December 31,
1994, the related statements of operations for the year then
ended, the
statements of changes in net assets for each of the years in
the twoyear 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 generally
accepted auditing
standards. 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
December 31, 1994, by correspondence with the custodian. 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 each
of the respective portfolios constituting Smith Barney Money
Funds, Inc. at
December 31, 1994, the results of their operations for the year
then ended, the
changes in their 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
fiveyear period
then ended, in conformity with generally accepted accounting
principles.
/s/ KPMG Peat Marwick LLP
New York, New York
February 1, 1995
28
<PAGE>
Smith Barney
Money Funds, Inc.
Directors
Ralph D. Creasman
Joseph H. Fleiss
Donald R. Foley
Paul Hardin
Francis P. Martin, M.D.
Roderick C. Rasmussen
John P. Toolan
Stephen Treadway, Chairman
C. Richard Youngdahl
Officers
Stephen Treadway
Chief Executive Officer
Heath B. McLendon
President
Lewis E. Daidone
Senior Vice President
and Treasurer
Phyllis M. Zahorodny
Vice President
Evelyn Robertson
Vice President
Irving P. David
Controller
Christina T. Sydor
Secretary
[LOGO OF SMITH BARNEY APPEARS HERE]
Investment Manager
Smith Barney Mutual Funds
Management Inc.
Distributor
Smith Barney Inc.
Custodian
PNC Bank
Shareholder
Servicing Agent
The Shareholder Services Group, Inc.
P.O. Box 9134
Boston, MA 02205-9134
This report is submitted for the general
information of the shareholders of
Smith Barney Money Funds, Inc. It is not
authorized for distribution to
prospective investors unless accompanied or
preceded by an effective Prospectus
for the Fund, which contains information
concerning the Fund's investment
policies and expenses as well as other pertinent
information.
Smith Barney
Money Funds, Inc.
388 Greenwich Street
New York, New York 10013
FD0858 B5
PART C - OTHER INFORMATION
Item 24. Financial Statement and Exhibits
(a) Financial Statements
Location
in: Part A Part B
Annual Report
Semi-
Annual
Report Statements of Assets and Liabilities
-
*
*
Statements of Operations - *
*
Statements of Changes in Net Assets-
*
*
Notes to Financial Statements -
*
*
*See the Annual and Semi-Annual Reports to Shareholders
which are
incorporated by reference in the Statement of
Additional
Information.
All other statements and schedules are omitted because they
are not
applicable or the required information will be shown in
the
financial statements or notes thereto.
(b) Exhibits
(1)(a) Articles Supplementary to the
Articles of
Incorporation dated November 7, 1985,
January 30, 1984, August 12, 1980 and
May 8, 1980 are
incorporated by reference to Exhibits (a)
through (d) to Post-Effective Amendment No.
32.
(b) Articles Supplementary to the
Articles of
Incorporation dated December 5, 1990 and
Articles of Amendment dated April 19, 1991
are incorporated by reference to Exhibit
1(b) and (c) to Post Effective Amendment
No. 35.
(c) Articles of Amendment to the
Articles of Incorporation dated
October 28,
1992 and Articles Supplementary to the Articles of
Incorporation dated December
8,
1992 are incorporated by reference to
Exhibit 1(c) and
(d)
to Post-Effective Amendment No. 41.
(2)Bylaws are incorporated
by r eference to Exhibit 2 to Post-Effective
Amendment No. 32.
(3) Not applicable.
(4)Specimen Stock
Certificates
for the Cash Portfolio, Government Portfolio
and
Retirement Portfolio are incorporated by reference
to Exhibits 4(a) through (c) to Post-Effective
Amendment No. 32
(5)(a) Management Agreement - U.S. Treasury
Portfolio is incorporated by reference to Exhibit
5(a) to Post
Effective Amendment No. 34.
(b) Management Agreement for the Cash Portfolio.
(c) Management Agreement for the Government
Portfolio.
(
d
)
Management Agreement for the Retirement
Portfolio. (6)Underwriting
Agreement is in
corporated by reference to Exhibit 6 to Post
Effective Amendment No. 32.
(7) Not applicable.
(8)Custodian Agreement is
incor
porated by reference to Exhibit 8 to Post
Effective Amendment No. 32.
(9)Transfer Agency
Agreement is incorporated by reference to Exhibit 9
to Post
-Effective Amendment No.
32.
(10) Previously Filed
(11)(i) Auditors' Report (see the Annual
Report to Shareholders which is
incorporated by reference in
the Statement of Additional Information)
(ii) Auditors' Consent
(12) Previously Filed.
(13) Not applicable.
(14) Previously Filed.
(15)(a) Plan of Distribution Pursuant to Rule 12b-1
for the Cash Portfolio is incorporated by reference to
Exhibit 15 in Post-Effective Amendment No. 44.
(b) Plan of Distribution Pursuant to Rule 12b-1 for the
Government Portfolio is incorporated by reference to Exhibit 15 in
Post Effective Amendment No. 44.
(c) Plan of Distribution
Pursu ant to Rule 12b-1 for the Retirement
Portfolio is incorporated by reference to Exhibit
15 to Post Effective Amendment No. 42.
(16)Schedule of 7 Day Yield Computation is i
ncorporated by reference to Exhibit 16 to
Post Effective Amendment No. 29.
(18) Plan pursuant to Rule 18f-3.
Item 25. Persons Controlled by or under Common Control
with
Registrant
(None)
Item 26. Number of Holders of SecuritiesNumber of Recordholders
on
Title of Class July 31, 1994
Cash
Portfolio 232,499
Government Portfolio 21,066
Retirement Portfolio 158,160
Treasury Portfolio 0
Item 27. Indemnification
Reference is made to Article SEVENTH of
Registrant's
Articles of Incorporation for a complete statement of
its terms.
Subparagraph (9) of Article SEVENTH provides:
"Anything herein contained to the contrary
notwithstanding, no officer or director of
the
corporation shall be
indemnified for any liability to the registrant or
its
security holders to which he would otherwise (sic)
be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties
involved in the conduct of his office."
Registrant is a named assured on a joint insured
bond pursuant to Rule 17g-1 of the Investment Company
Act of 1940. Other assureds include Mutual
Management Corp. (Registrant's Manager) and
affiliated investment companies.
Item 28. Business and other Connections of Investment Adviser
See the material under the caption "Management of the
Fund" included in Part A (Prospectus) of this Registration
Statement and the material appearing under the caption
"Management Agreement" included in Part B (Statement
of Additional Information) of this Registration Statement.
Information as to the Directors and Officers of Smith
Barney Mutual Funds Management Inc. is included in its Form
ADV (File No. 801-8314), filed with the Commission, which is
incorporated herein by reference thereto.
Item 29. Principal Underwriters
(a) Smith Barney Inc. ("Smith Barney ") also acts
as principal underwriter for the Smith Barney Money Funds, Inc.;
Smith Barney Municipal Money Market Fund, Inc.; Smith Barney Muni
Funds; Smith Barney Funds, Inc.; Smith Barney World Funds, Inc.;
Smith Barney Variable Account Funds; Smith Barney/Travelers Series
Fund Inc.; Smith Barney Intermediate Municipal Fund, Inc.;
Smith Barney Municipal Fund, Inc.; High Income Opportunity Fund
Inc.;
Greenwich Street California Municipal Fund Inc.; The
InefficientMarket Fund Inc.; Smith Barney Investment Funds,
Inc.; Smith Barney Adjustable Rate Government Income Fund;
Smith Barney Income Funds; Smith Barney Massachusetts
Municipals Fund; Smith Barney Small Capitalization Fund; Zenix
Income Fund Inc;
Smith Barney Arizona Municipals Fund Inc.; Smith Barney Principal
Return Fund; Smith Barney
1990s Fund; Municipal High Income Fund Inc.; Pacific
Corinthian Variable Annuity Fund; The Trust for TRAK
Investments; Smith Barney Series Fund; Smith Barney Income
Trust; Smith Barney Aggressive Growth Fund Inc.; Smith
Barney Appreciation Fund Inc.; Smith Barney California
Municipals Fund Inc.; Smith Barney Fundamental Value Fund
Inc.; Smith Barney Managed Governments Fund Inc.; Smith
Barney Managed Municipals Fund Inc.; Smith Barney New Jersey
Municipals Fund Inc.; Smith Barney Precious Metals and
Minerals Fund Inc.; Smith Barney Investment Funds Inc.; Smith
Barney FMA (R) Trust; The Italy Fund Inc.; Smith Barney
Telecommunications Trust; Managed Municipals Portfolio Inc.;
Managed Municipals Portfolio II Inc.; Managed High Income
Portfolio Inc. Smith Barney Managed Growth Fund.
(b) The information required by this Item 29 with respect to
each director and officer of Smith Barney is
incorporated by reference to Schedule A of Form BD filed by
Smith Barney pursuant to the Securities Exchange Act of
1934 (SEC File No. 8-8177)
(c) Not Applicable
Item 30. Location of Accounts and Records
PNC Bank, National Association, 17th and Chestnut Streets,
Philadelphia, Pennsylvania 19103, and PFPC Inc.,
3531 Silverside Road, Wilmington, Delaware 19810, will maintain the custodian
and the shareholders servicing agent records, respectively required by
Section 31(a).
All other records required by Section 31(a) are maintained
at the offices of the Registrant at 388 Greenwich
Street, New York, New York 10013 (and preserved
for the periods specified by Rule 31a-2).
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) Not applicable
(b) Not applicable
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant
certifies that it meets all of the requirements for
effectiveness of this Post Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its
behalf by the undersigned, and where applicable, the true and
lawful attorney-in-fact, thereto duly authorized, in the City
of New York, and State of New York on the 22nd day of
December 1995.
SMITH BARNEY MONEY FUNDS,
INC. BY/s/ Heath B. McLendon
Heath B. McLendon
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment
to
the Registration Statement has
been signed below by the following persons in the capacities
and on the date indicated.
Signatures Title Date
/s/ Heath B. McLendon Chairman of the
Board
December 22, 1995
(Heath B. McLendon) and Chief Executive Officer
/s/ Jessica Bibliowicz President
(Jessica Bibliowicz)
Ralph D. Creasman* Director
(Ralph D. Creasman)
Joseph H. Fleiss* Director
(Joseph H. Fleiss)
Donald R. Foley* Director
(Donald R. Foley)
Director
(Paul Hardin)
Francis P. Martin* Director
(Francis P. Martin)
Roderick C. Rasmussen* Director
(Roderick C. Rasmussen)
John P. Toolan* Director
(John P. Toolan)
C. Richard Youngdahl* Director
(C. Richard Youngdahl)
/s/ Lewis E. Daidone Treasurer and
Principal
(Lewis E. Daidone) Financial Officer
*By: /s/ Christina T. Sydor
Christina T. Sydor
Pursuant to Power of Attorney
EXHIBIT
INDEX
Exhibit No. Exhibit
Page No.
(11)(ii) Auditor's Consent
(18) Rule 18f-3 Plan
_______________________________
1 In compliance with Rule 2a-7 under the Act, the
Cash Portfolio and Retirement Portfolio each will not
purchase any securities, other than obligations of
the U.S. Government or its agencies and
instrumentalities, if, immediately after such
purchase, more than 5% of the value of the
Portfolio's total assets would be invested in
securities of any one issuer. The Fund's fundamental
policy would give each such Portfolio the ability to
invest, with respect to 25% of the Portfolio's assets,
more than 5% of its
assets in any one issuer only in the event that Rule 2a7 is
amended in the future.
EXHIBIT 18
Rule 18f-3 (d) Multiple Class Plan
for Smith Barney Mutual Funds
Introduction
This plan (the "Plan") is adopted pursuant to Rule 18f-3 (d) of
the Investment Company Act of 1940, as amended (the "1940 Act").
The purpose of the Plan is to restate the existing arrangements
previously approved by the Boards of Directors and Trustees of
certain of the open-end investment companies set forth on
Schedule A (the "Funds" and each a "Fund") distributed by Smith
Barney Inc. ("Smith Barney") under the Funds' existing order of
exemption (Investment Company Act Release Nos. 20042 (January
28, 1994) (notice) and 20090 (February 23, 1994)). Shares of
the Funds are distributed pursuant to a system (the "Multiple
Class System") in which each class of shares (a "Class") of a
Fund represents a pro rata interest in the same portfolio of
investments of the Fund and differs only to the extent outlined
below.
I. Distribution Arrangements and Service Fees
One or more Classes of shares of the Funds are offered for
purchase by investors with the following sales load structure.
In addition, pursuant to Rule 12b-1 under the 1940 Act (the
"Rule"), the Funds have each adopted a plan (the "Services and
Distribution Plan") under which shares of the Classes are
subject to the services and distribution fees described below.
1. Class A Shares
Class A shares are offered with a front-end sales load and
under the Services and Distribution Plan are subject to a
service fee of up to 0.25% of average daily net assets. In
addition, the Funds are permitted to asses a contingent
deferred sales charge ("CDSC") on certain redemptions of Class
A shares sold pursuant to a complete waiver of front-end sales
loads applicable to large purchases, if the shares are redeemed
within one year of the date of purchase. This waiver applies
to sales of Class A shares where the amount of purchase is
equal to or exceeds $500,000 although this amount may be
changed in the future.
2. Class B Shares
Class B shares are offered without a front-end sales load, but
are subject to a five-year declining CDSC and under the
Services and Distribution Plan are subject to a service fee at
an annual rate of up to 0.25% of average daily net assets and a
distribution fee at an annual rate of up to 0.75% of average
daily net assets.
3. Class C Shares
Class C shares are offered without a front-end load, but are
subject to a one-year CDSC and under the Services and
Distribution Plan are subject to a service fee at an annual
rate of up to 0.25% of average daily net assets and a
distribution fee at an annual rate of up to 0.75% of average
daily net assets. Unlike Class B shares, Class C shares do not
have the conversion feature as discussed below and accordingly,
these shares are subject to a distribution fee for an
indefinite period of time. The Funds reserve the right to
impose these fees at such higher rates as may be determined.
4. Class Y Shares
Class Y shares are offered without impositions of either a
sales charge or a service or distribution fee for investments
where the amount of purchase is equal to or exceeds $5 million.
5. Class Z Shares
Class Z shares are offered without imposition of either a sales
charge or a service or distribution fee for purchase (i) by
employee benefit and retirement plans of Smith Barney and its
affiliates, (ii) by certain unit investment trusts sponsored by
Smith Barney and its affiliates, and (iii) although not
currently authorized by the governing boards of the Funds, when
and if authorized, (x) by employees of Smith Barney and its
affiliates and (y) by directors, general partners or trustees
of any investment company for which Smith Barney serves as a
distributor and, for each of (x) and (y), their spouses and
minor children.
6. Additional Classes of Shares
The Boards of Directors and Trustees of the Funds have the
authority to create additional classes, or change existing
Classes, from time to time, in accordance with Rule 18f-3 of
the 1940 Act.
II. Expense Allocations
Under the Multiple Class System, all expenses incurred by a
Fund are allocated among the various Classes of shares based on
the net assets of the Fund attributable to each Class, except
that each Class's net assets value and expenses reflect the
expenses associated with that Class under the Fund's Services
and Distribution Plan, including any costs associated with
obtaining shareholder approval of the Services and Distribution
Plan (or an amendment thereto) and any expenses specific to
that Class. Such expenses are limited to the following:
(I) transfer agency fees as identified by the transfer
agent as being attributable to a specific Class;
(ii) printing and postage expenses related to preparing
and distributing materials such as shareholder reports,
prospectuses and proxies to current shareholders;
(iii) Blue Sky registration fees incurred by a Class of
shares;
(iv) Securities and Exchange Commission registration fees
incurred by a Class of shares;
(v) the expense of administrative personnel and services
as required to support the shareholders of a specific Class;
(vi) litigation or other legal expenses relating solely
to one Class of shares; and
(vii) fees of members of the governing boards of the
funds incurred as a result of issues relating to one Class of
shares.
Pursuant to the Multiple Class System, expenses of a Fund
allocated to a particular Class of shares of that Fund are
borne on a pro rata basis by each outstanding share of that
Class.
III. Conversion Rights of Class B Shares
All Class B shares of each Fund will automatically convert to
Class A shares after a certain holding period, expected to be,
in most cases, approximately eight years but may be shorter.
Upon the expiration of the holding period, Class B shares
(except those purchases through the reinvestment of dividends
and other distributions paid in respect of Class B shares) will
automatically convert to Class A shares of the Fund at the
relative net asset value of each of the Classes, and will, as a
result, thereafter be subject to the lower fee under the
Services and Distribution Plan. For purposes of calculating
the holding period required for conversion, newly created Class
B shares issued after the date of implementation of the
Multiple Class System are deemed to have been issued on (i) the
date on which the issuance of the Class B shares occurred or
(ii) for Class B shares obtained through an exchange, or a
series of exchanges, the date on which the issuance of the
original Class B shares occurred.
Shares purchased through the reinvestment of dividends and
other distributions paid in respect of Class B shares are also
Class B
shares. However, for purposes of conversion to Class A, all
Class B shares in a shareholder's Fund account that were
purchased through the reinvestment of dividends and other
distributions paid in respect of Class B shares (and that have
not converted to Class A shares as provided in the following
sentence) are considered to be held in a separate sub-account.
Each time any Class B shares in the shareholder's Fund account
(other than those in the sub-account referred to in the
preceding sentence) convert to Class A, a pro rata portion of
the Class B shares then in the sub-account also converts to
Class A. The portion is determined by the ratio that the
shareholder's Class B shares converting to Class A bears to the
shareholder's total Class B shares not acquired through
dividends and distributions.
The conversion of Class B shares to Class A shares is subject
to the continuing availability of a ruling of the Internal
Revenue Service that payment of different dividends on Class A
and Class B shares does not result in the Fund's dividends or
distributions constituting "preferential dividends" under the
Internal Revenue Code of 1986, as amended (the "Code"), and the
continuing availability of an opinion of counsel to the effect
that the conversion of shares does not constitute a taxable
event under the Code. The conversion of Class B shares to
Class A shares may be suspended if this opinion is no longer
available, In the event that conversion of Class B shares of
not occur, Class B shares would continue to be subject to the
distribution fee and any incrementally higher transfer agency
costs attending the Class B shares for an indefinite period.
IV. Exchange Privileges
Shareholders of a Fund may exchange their shares at net asset
value for shares of the same Class in certain other of the
Smith Barney Mutual Funds as set forth in the prospectus for
such Fund. Class A shareholders who wish to exchange all or
part of their shares for Class A shares of a Fund sold subject
to a sales charge equal to or lower that that assessed with
respect to the shares of the Fund being exchanged may do so
without paying a sales charge. Class A shareholders of a Fund
who wish to exchange all or part of their shares for Class A
shares of a Fund sold subject to a sales charge higher than
that assessed with respect to the shares of the Fund being
exchanged are charged the appropriate "sales charge
differential." Funds only permit exchanges into shares of
money market funds having a plan under the Rule if, as
permitted by paragraph (b) (5) of Rule 11a-3 under the 1940
Act, either (i) the time period during which the shares of the
money market funds are held is included in the calculations of
the CDSC or (ii) the time period is not included but the amount
of the CDSC is reduced by the amount of any payments made under
a plan adopted pursuant to the Rule by the money market funds
with respects to those shares. Currently, the Funds include
the time period during which shares of the money market fund
are held in the CDSC period. The exchange privileges
applicable to all Classes of shares must comply with Rule 11a-3
under the 1940 Act.
Smith Barney Sponsored Investment Companies
Operating under Rule 18f-3 - Schedule A
(as of August 25, 1995)
Smith Barney Adjustable Rate Government Income
Fund Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc. Smith Barney
Arizona Municipals Fund Inc. Smith Barney
California Municipals Fund Smith Barney Equity
Funds -
Smith Barney Strategic Investors Fund Smith
Barney Growth and Income Fund
Smith Barney Florida Municipals Fund Smith
Barney Fundamental Value Fund Inc. Smith Barney
Funds, Inc. -
Income and Growth Portfolio Utilities
Portfolio
Income Return Account Portfolio Monthly
Payment Government Portfolio
Short-Term U.S. Treasury Securities Portfolio
U.S. Government Securities Portfolio
Smith Barney Income Funds -
Smith Barney Premium Total Return Fund
Smith Barney Convertible Fund
Smith Barney Diversified Strategic Income
Fund Smith Barney High Income Fund
Smith Barney Tax-Exempt Income Fund
Smith Barney Exchange Reserve Fund
Smith Barney Utilities Fund
Smith Barney Income Trust -
Smith Barney Limited Maturity Municipals
Fund Smith Barney Limited Maturity Treasury
Fund Smith Barney Intermediate Maturity
California Municipals
Fund
Smith Barney Intermediate Maturity
New York Municipals Fund
Smith Barney Investment Funds Inc. -
Smith Barney Special Equities Fund
Smith Barney Government Securities Fund Smith
Barney Investment Grade Bond Fund Smith
Barney Growth Opportunity Fund Smith Barney
Managed Growth Fund
Smith Barney Institutional Cash Management Fund
Inc. Smith Barney Managed Governments Fund Inc.
Smith Barney Managed Municipals Fund Inc.
Smith Barney Massachusetts Municipals Fund
Smith Barney Money Funds, Inc. -
Cash Portfolio
Government Portfolio
Retirement Portfolio
Smith Barney Municipal Money Market Fund,
Inc.
Smith Barney Muni Funds -
California Portfolio
California Limited Portfolio
California Money Market Portfolio
Florida Portfolio
Florida Limited Portfolio
Georgia Portfolio
Limited Term Portfolio
National Portfolio
New Jersey Portfolio
New York Portfolio
New York Money Market Portfolio
Ohio Portfolio
Pennsylvania Portfolio
Smith Barney New Jersey Municipals Fund
Inc. Smith Barney New York Municipals Fund
Inc. Smith Barney Oregon Municipals Fund
Smith Barney Precious Metals and Minerals Fund
Inc. Smith Barney Telecommunications Trust -
Smith Barney Telecommunications Growth Fund
Smith Barney Telecommunications Income Fund
Smith Barney World Funds, Inc. -
International Equity Portfolio
International Balanced Portfolio
European Portfolio
Pacific Portfolio
Global Government Bond Portfolio
u:\legal\data\18f3plan.txt 08/25/95 1:55
PM
Independent Auditors' Consent
To the Shareholders and Directors of
Smith Barney Money Funds, Inc.:
We consent to the use of our report dated February 1, 1995
with respect to the Portfolios listed below of Smith Barney
Money Funds, Inc. incorporated herein by reference and to
the references to our Firm under the headings "Financial
Highlights" in the Prospectuses of the Portfolios listed
below and "Independent Auditors" in the Statement of
Additional Information.
Portfolio
Cash Portfolio
Government Portfolio
Retirement Portfolio
KPMG PEAT MARWICK LLP
New York, New York
December 22, 1995
