Registration No. 2-67009
811-3019
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No.
Post-Effective Amendment No. 17 X
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 X
Amendment No. 17 X
SMITH BARNEY SHEARSON GOVERNMENT AND AGENCIES FUND INC.
(Exact name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York 10048
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code
(212) 720-9218
Francis J. McNamara, III, Esq.
Secretary
Smith Barney Shearson Government and Agencies Fund Inc.
One Boston Place
Boston, Massachusetts 02108
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
As soon as possible after this Post-Effective Amendment
becomes effective
It is proposed that this filing will become effective:
______ immediately upon filing pursuant to Rule 485(b)
X on March 30, 1994 pursuant to Rule 485(b)
______ 60 days after filing pursuant to Rule 485(a)
on ___________ pursuant to Rule 485(a)
______________________________________________________________________________
The Registrant has previously filed a declaration of indefinite registration
of its shares pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended. Registrant's Rule 24f-2 Notice for the fiscal year ended
September 30, 1993 was filed on November 16, 1993.
SMITH BARNEY SHEARSON GOVERNMENT AND AGENCIES FUND INC.
FORM N-1A
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)
Part A and Part B are incorporated by reference to Post-Effective Amendment
No. 16 as filed with the Securities and Exchange Commission ("SEC") on
November 29, 1993 as
Accession # 0000053798-93-000265.
CALCULATION OF REGISTRATION FEE UNDER
THE SECURITIES ACT OF 1933(1)
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount
of
Being Being Price Per Offering
Registration
Registered Registered Unit (2) Price (3)
Fee
Common Stock,
par value $.01 452,740,715 $1.00 $289,998 $100
per share:
(1) The shares being registered as set forth in this table are in
addition to the indefinite number of common stock which Registrant
has registered under the Securities Act of 1933, as amended (the
"1933 Act"), pursuant to Rule 24f-2 under the Investment Company Act
of 1940, as amended (the "1940 Act"). The Registrant's Rule 24f-2
Notice for its fiscal year ended September 30, 1993, was filed on
November 16, 1993.
(2) Based on the Registrant's closing price of $1.00 on March 28,
1994 pursuant to Rule 457(d) under the 1933 Act and Rule 24e-2(a)
under the 1940 Act.
(3) In response to Rule 24e-2(b) under the 1940 Act: (1) the
calculation of the maximum aggregate offering price is made pursuant
to Rule 24e-2; (2) 13,557,898,540 common stock were redeemed by the
Registrant during the fiscal year ended September 30, 1993; (3)
13,105,447,823 of such shares have been used for reductions pursuant
to Rule 24f-2 during the current fiscal; and (4) 452,450,717 shares
are being used for reduction in this amendment pursuant to Rule 24e-
2(a).
SMITH BARNEY SHEARSON GOVERNMENT AND AGENCIES FUND INC.
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
None
(b) Exhibits
All references are to the Registration Statement on Form N-1A as filed with
the SEC on March 31, 1980 File Nos. 2-67009 and 811-3019 (the "Registration
Statement")
(1) Registrant's Articles of Incorporation and Amendments to Articles of
Incorporation dated March 18, 1980, August 5, 1980, September 1, 1987, and
July 30, 1993, respectively, are incorporated by reference to Post-Effective
Amendment No. 16.
(2)(a) Registrant's By-Laws are incorporated by reference to Post-
Effective Amendment Nos. 3 ("Post-Effective Amendment No. 3") and Post-
Effective Amendment No. 4 filed on November 29, 1984 and November 29, 1985,
respectively.
(b) Amendment to By-Laws is incorporated by reference to Post-
Effective Amendment No. 10 filed on December 5, 1988.
(3) Not Applicable.
(4) Registrant's form of stock certificate is incorporated by reference to
Post-Effective Amendment No. 3.
(5) Investment Advisory Agreement dated July 30, 1993 between the Registrant
and Greenwich Street Advisors is incorporated by reference to Post-Effective
Amendment No. 15 ("Post-Effective Amendment No. 15").
(6) Distribution Agreement dated July 30, 1993 between the Registrant and
Smith Barney Shearson Inc. is incorporated by reference to Post-Effective
Amendment No. 15.
(7) Not Applicable.
(8) Custodian Agreement with the Boston Safe Deposit and Trust Company is
incorporated by reference to Post-Effective Amendment No. 5 ("Post-Effective
Amendment No. 5").
(9)(a) Administration Agreement dated May 21, 1993 between the Registrant
and The Boston Company Advisors, Inc. is incorporated by reference to Post-
Effective Amendment No. 15.
(b) Transfer Agency Agreement with the Boston Safe Deposit and Trust
Company is incorporated by reference to Post-Effective Amendment No. 5.
(10) Opinion of Counsel is filed herein.
(11) Not Applicable.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15) Not Applicable.
(16) Not Applicable.
Item 25. Persons Controlled by or Under Common Control with Registrant
None
Item 26. Number of Holders of Securities
(1) (2)
Number of Record
Title of Class Holders as of
February 11, 1994
Common Stock
par value $.01 per 224,058
share
Item 27. Indemnification
The response to this item is incorporated by reference to Registrant's
Post-Effective Amendment No. 5
Item 28(a). Business and Other Connections of Investment Adviser
Investment Adviser - - Greenwich Street Advisors
Greenwich Street Advisors, through its predecessors, has been in the
investment counseling business since 1934 and is a division of Mutual
Management Corp. ("MMC"). MMC was incorporated in 1978 and is a wholly owned
subsidiary of Smith Barney Shearson Holdings Inc. ("Holdings"), which is in
turn a wholly owned subsidiary of The Travelers Inc. (formerly known as
Primerica Corporation) ("Travelers").
The list required by this Item 28 of officers and directors of MMC and
Greenwich Street Advisors, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by such
officers and directors during the past two fiscal years, is incorporated by
reference to Schedules A and D of FORM ADV filed by MMC on behalf of Greenwich
Street Advisors pursuant to the Advisers Act (SEC File No. 801-14437).
Prior to the close of business on July 30, 1993 (the "Closing"), Shearson
Lehman Advisors, a member of the Asset Management Group of Shearson Lehman
Brothers Inc. ("Shearson Lehman Brothers"), served as the Registrant's
investment adviser. On the Closing, Travelers and Smith Barney Shearson Inc.
acquired the domestic retail brokerage and asset management business of
Shearson Lehman Brothers, which included the business of the Registrant's
prior investment adviser. Shearson Lehman Brothers was a wholly owned
subsidiary of Shearson Lehman Brothers Holdings Inc. ("Shearson Holdings").
All of the issued and outstanding common stock of Shearson Holdings
(representing 92% of the voting stock) was held by American Express Company.
Information as to any past business vocation or employment of a substantial
nature engaged in by officers and directors of Shearson Lehman Advisors can be
located in Schedules A and D of FORM ADV filed by Shearson Lehman Brothers on
behalf of Shearson Lehman Advisors prior to July 30, 1993. (SEC FILE NO. 801-
3701)
3/15/94
Item 29. Principal Underwriters
Smith Barney Shearson Inc. ("Smith Barney Shearson") currently acts as
distributor for Smith Barney Shearson Managed Municipals Fund Inc., Smith
Barney Shearson New York Municipals Fund Inc., Smith Barney Shearson
California Municipals Fund Inc., Smith Barney Shearson Massachusetts
Municipals Fund, Smith Barney Shearson Global Opportunities Fund, Smith Barney
Shearson Aggressive Growth Fund Inc., Smith Barney Shearson Appreciation Fund
Inc., Smith Barney Shearson Worldwide Prime Assets Fund, Smith Barney
Shearson Short-Term World Income Fund, Smith Barney Shearson Principal Return
Fund, Smith Barney Shearson Municipal Money Market Fund Inc., Smith Barney
Shearson Daily Dividend Fund Inc., Smith Barney Shearson Government and
Agencies Fund Inc., Smith Barney Shearson Managed Governments Fund Inc., Smith
Barney Shearson New York Municipal Money Market Fund, Smith Barney Shearson
California Municipal Money Market Fund, Smith Barney Shearson Income Funds,
Smith Barney Shearson Equity Funds, Smith Barney Shearson Investment Funds
Inc., Smith Barney Shearson Precious Metals and Minerals Fund Inc., Smith
Barney Shearson Telecommunications Trust, Smith Barney Shearson Arizona
Municipals Fund Inc., Smith Barney Shearson New Jersey Municipals Fund Inc.,
The USA High Yield Fund N.V., Garzarelli Sector Analysis Portfolio N.V., The
Advisors Fund L.P., Smith Barney Shearson Fundamental Value Fund Inc., Smith
Barney Shearson Series Fund, The Trust for TRAK Investments, Smith Barney
Shearson Income Trust, Smith Barney Shearson FMA R Trust, Smith Barney
Shearson Adjustable Rate Government Income Fund, Smith Barney Shearson Florida
Municipals Fund, Smith Barney Funds, Inc., Smith Barney Muni Funds, Smith
Barney World Funds, Inc., Smith Barney Money Funds, Inc., Smith Barney Tax
Free Money Fund, Inc., Smith Barney Variable Account Funds, Smith Barney U.S.
Dollar Reserve Fund (Cayman), Worldwide Special Fund, N.V., Worldwide
Securities Limited, (Bermuda), Smith Barney International Fund (Luxembourg)
and various series of unit investment trusts.
Smith Barney Shearson is a wholly owned subsidiary of Smith Barney
Shearson Holdings Inc., which in turn is a wholly owned subsidiary of The
Travelers Inc. (formerly known as Primerica Corporation) ("Travelers"). The
information required by this Item 29 with respect to each director, officer
and partner of Smith Barney Shearson is incorporated by reference to Schedule
A of FORM BD filed by Smith Barney Shearson pursuant to the Securities
Exchange Act of 1934 (SEC File No. 812-8510).
3/15/94
Item 30. Location of Accounts and Records
(1) Smith Barney Shearson Government and Agencies Fund Inc.
388 Greenwich Street
New York, New York 10013
(2) Greenwich Street Advisors
Two World Trade Center
New York, New York 10048
(3) The Shareholder Services Group, Inc.
Exchange Place
Boston, Massachusetts 02109
(4) The Boston Company Advisors, Inc.
One Boston Place
Boston, Massachusetts 02108
(5) Boston Safe Deposit and Trust Company
One Cabot Road
Medford, Massachusetts 02155
Item 31. Management Services
Not applicable.
Item 32. Undertakings
None.
485(b) Certification
The Registrant hereby certifies that it meets all of the requirements
for effectiveness pursuant to Rule 485(b) under the Securities Act of 1933, as
amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant, SMITH
BARNEY SHEARSON GOVERNMENT AND AGENCIES FUND INC., has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York, State of
New York on the 28th day of March, 1994.
SMITH BARNEY SHEARSON
GOVERNMENT AND AGENCIES FUND INC.
By:/s/ Heath B.
McLendon*
Heath B. McLendon, Chief
Executive Officer
WITNESS our hands on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.*
Signature Title Date
/s/ Heath B. McLendon*
Heath B. McLendon Director and Chairman of
the Board (Chief Executive 3/30/94
Officer)
/s/ Vincent Nave*
Vincent Nave Treasurer (Chief Financial
and Accounting Officer) 3/30/94
Signature Title Date
/s/ Robert E. Borgesen*
Robert E. Borgesen Director
3/30/94
/s/ Martin Brody*
Martin Brody Director
3/30/94
/s/ Dwight B. Crane*
Dwight B. Crane Director
3/30/94
/s/ James J. Crisona*
James J. Crisona Director
3/30/94
/s/ Robert A. Frankel*
Robert A. Frankel Director 3/30/94
/s/ Dr. Paul Hardin*
Dr. Paul Hardin Director
3/30/94
/s/ Stephen E. Kaufman*
Stephen E. Kaufman Director
3/30/94
/s/ Joseph J. McCann*
Joseph J. McCann Director 3/30/94
*Signed by Lee D. Augsburger, their
duly authorized attorney-in-fact,
pursuant to power of attorney dated
January 27, 1993;
/s/ Lee D. Augsburger
Lee D. Augsburger
g:\shared\domestic\client\shearson\funds/smmu/signatur
EXHIBIT 10
March 30, 1994
Smith Barney Shearson Government and Agencies Fund Inc.
Two World Trade Center
New York, New York 10048
RE: Post-Effective Amendment No. 17 to the Registration Statement for
Smith Barney Shearson Government and Agencies Fund Inc.
File Nos: 811-3019 and 2-67009
Gentlemen:
In connection with the registration of 452,740,715 shares of common
stock, $.01 par value per share (the "Shares"), of Smith Barney Shearson
Government and Agencies Fund Inc. (the "Fund"), a Maryland corporation,
pursuant to Post-Effective Amendment No. 17 to the Fund's Registration
Statement under the Securities Act of 1933, as amended (the "1933 Act"), and
in reliance upon Rule 24e-2 under the Investment Company Act of 1940, as
amended (the "1940 Act"), you have requested that the undersigned provide the
required legal opinion.
The undersigned is Vice President and Associate General Counsel of The
Boston Company Advisors, Inc., the Fund's administrator, and in such capacity,
from time to time and for certain purposes, acts as counsel to the Fund. I
have examined copies of the Fund's Articles of Incorporation, as amended, its
By-Laws, resolutions adopted by its Board of Directors, and such other records
and documents as I have deemed necessary for purposes of this opinion.
On the basis of the foregoing, I am of the opinion that the Shares when
sold in accordance with the terms of the Fund's current Prospectus and
Statement of Additional Information will, at the time of sale, be validly
issued, fully paid and non-assessable by the Fund. This opinion is for the
limited purposes expressed above and should not be deemed to be an expression
of opinion as to compliance with the 1933 Act, the 1940 Act or applicable
State "blue sky" laws in connection with the sales of the Shares.
I consent to the filing of this opinion with and as part of the
aforementioned Post-Effective Amendment to the Fund's Registration Statement.
Very truly yours,
/s/ Lee D. Augsburger
Lee D. Augsburger
Vice President and
Associate General Counsel
