Registration Nos. 2-69308
811-3097
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. 29 X
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 X
Amendment No. 29 X
SMITH BARNEY MANAGED MUNICIPALS FUND INC.
(Exact name of Registrant as specified in Charter)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices) (Zip Code)
(212) 723-9218
(Registrant's telephone number, including Area Code)
Christina T. Sydor
Secretary
Smith Barney Managed Municipals Fund Inc.
388 Greenwich Street
New York, New York 10013
(22nd Floor)
(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:
X immediately upon filing pursuant to Rule 485(b)
on ________ pursuant to Rule 485(b)
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. Registrant's Rule 24f-2 Notice for the fiscal year
ended February 28, 1995 was filed on April 26, 1995.
SMITH BARNEY MANAGED MUNICIPALS FUND INC.
FORM N-1A
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)
Part A.
Item No. Prospectus Caption
1. Cover Page Cover Page
2. Synopsis Prospectus Summary
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant Cover Page; Prospectus
Summary;
Investment Objective and
Management Policies; Additional
Information;
Annual Report
5. Management of the Fund Management of the Fund;
Distributor;
Additional Information; Annual
Report
6. Capital Stock and Other Securities Investment Objective and
Management Policies;
Dividends, Distributions and Taxes;
Additional Information
7. Purchase of Securities Being Offered Valuation of Shares;
Purchase of Shares;
Exchange Privilege; Redemption of
Shares;
Minimum Account Size; Distributor
8. Redemption or Repurchase Purchase of Shares; Redemption
of Shares;
Exchange Privilege
9. Legal Proceedings Not Applicable
Part B Statement of
Item No. Additional Information Caption
10. Cover Cover Page
11. Table of Contents Table of Contents
12. General Information Distributor; Additional
Information
13. Investment Objective and Policies Investment Objective and
Management
Policies
14. Management of the Fund Management of the Fund;
Distributor
15. Control Persons and Principal Management of the Fund
Holders of Securities
16. Investment Advisory and Other Services Management of the Fund;
Distributor
17. Brokerage Allocation Investment Objective and
Management Policies
18. Capital Stock and Other Securities Purchase of Shares;
Redemption of Shares;
Taxes
19. Purchase, Redemption and Pricing of Valuation of Shares;
Purchase of Shares;
Securities Being Offered Exchange Privilege; Redemption
of Shares
Distributor
20. Tax Status Taxes
21. Underwriters Distributor
22. Calculation of Performance Data Performance Data
23. Financial Statements Financial Statements
SMITH BARNEY MANAGED MUNICIPALS FUND INC.
PART A
Part A of the Registration Statement is incorporated by reference to
Part A of Post-Effective Amendment No. 28 to the Registration Statement
as filed with the SEC on April 27, 1995 as Accession # 91155-95-000027
("Post-Effective Amendment No. 28").
SMITH BARNEY MANAGED MUNICIPALS FUND INC.
PART B
Part B of the Registration Statement is incorporated by reference to
Part B of Post-Effective Amendment No. 28.
SMITH BARNEY MANAGED MUNICIPALS FUND INC.
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A:
Financial Highlights are incorporated by reference
to Part A of Post-
Effective Amendment No. 28.
Included in Part B:
The Registrant's Annual Report for the year ended February 28,
1995 and the Report of Independent Accountants are incorporated by
reference to the Definitive 30b-1 filed on April 26, 1995 as Accession #
0000091155-95-000012.
Included in Part C:
Consent of Independent Accountants is incorporated by
reference to Post-Effective Amendment No. 28
(b) Exhibits
Exhibit No. Description of Exhibits
All references are to the Registrant's Registration
Statement on Form N-1A (the "Registration Statement") as
filed with the SEC on September 26, 1980 (File No. 2-69308
and 811-3097).
(1)(a) Articles of Amendment to the Articles of Incorporation
dated July 30, 1993, are incorporated by reference to Post-
Effective Amendment No. 25 filed on February 25, 1994
("Post-Effective Amendment No. 25").
(b) Form of Amendment to Articles of Incorporation, Form of
Articles Supplementary, Form of Amendment and Articles of
Correction dated October 14, 1994, are incorporated by
reference to Post-Effective Amendment No. 27 as filed on
November 7, 1994 ("Post-Effective Amendment No. 27").
(2)(a) Registrant's By-Laws are incorporated by reference to
Post-Effective Amendment No. 3 as filed on June 17, 1982
("Post-Effective Amendment No. 3").
(b) Amendments to Registrant's By-Laws are incorporated by
reference to Post-Effective Amendment No. 12, as filed on
April 29, 1988 ("Post-Effective Amendment No. 12").
(3) Not Applicable.
(4)(a) Registrant's form of stock certificate is
incorporated by reference to Post-Effective No. 22 as filed
on October 23, 1992 ("Post-Effective Amendment 22").
(5)(a) Investment Advisory Agreement dated July 30, 1993
between the Registrant and Greenwich Street Advisors is
incorporated by reference to Post-Effective Amendment No.
25.
(b) Form of Transfer of Investment Advisory Agreement dated as
of November 7, 1994 among Registrant, Mutual Management
Corp. and Smith Barney Mutual Funds Management Inc.
("SBMFM") is incorporated by reference to Post-Effective
Amendment No. 28
(6) Distribution Agreement with Smith Barney Shearson Inc.,
dated July 30, 1993, is incorporated by reference to Post-
Effective Amendment No. 25.
(7) Not Applicable.
(8) Form of Custody Agreement between the Registrant and PNC
Bank, National Association is filed herein.
(9)(a) Transfer Agency Agreement dated August 2, 1993 between the
Registrant and TSSG is incorporated by reference to Post-
Effective Amendment No. 25.
(b) Administration Agreement dated April 20, 1994, between the
Registrant and Smith, Barney Advisers, Inc. ("SBA") is
incorporated by reference to Post-Effective Amendment No.
27.
(10) Opinion of Counsel as to the legality of securities is
incorporated by reference to Post-Effective Amendment No.
17 filed on April 29, 1990 and Post-Effective
Amendment No. 22.
(11) Consent of Independent Accountants is incorporated by
reference to Post-Effective
Amendment No. 28.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15) Amended Services and Distribution Plan pursuant to Rule 12b-
1 between the Registrant and Smith Barney Inc., is
incorporated by reference to Post-Effective Amendment No.
27.
(16) Performance Data is incorporated by reference to Post-
Effective Amendment No. 16 filed with the Securities and
Exchange Commission on June 28, 1989.
(17) A Financial Data Schedule is filed herein.
(18) Form of Rule 18f-3(d) Multiple Class Plan of the Registrant
is filed herein.
Item 25. Persons Controlled by or under Common Control with
Registrant
None
Item 26. Number of Holders of Securities
(1) (2)
Number of Record Holders
Title of Class by Class as of
February 22, 1996
Common stock, par Class A 33,566
value $.001 per share Class B 20,880
Class C 887
Class Y 6
Item 27. Indemnification
Response to this item is incorporated by reference to Post-
Effective Amendment No. 22.
Item 28(a). Business and Other Connections of Investment Adviser
Investment Adviser - - Smith Barney Mutual Funds Management Inc.,
formerly
known as Smith, Barney Advisers, Inc. ("SBMFM")
SBMFM, through its predecessors, has been in the investment counseling
business since 1934 and was incorporated in December 1968 under the laws
of the State of
Delaware. SBMFM is a wholly owned subsidiary of Smith Barney Holdings
Inc.
(formerly known as Smith Barney Shearson Holdings Inc.), which in turn
is a
wholly owned subsidiary of Travelers Group Inc. (formerly known as
Primerica
Corporation) ("Travelers"). SBMFM is registered as an investment
adviser
under the Investment Advisers Act of 1940 (the "Advisers Act").
The list required by this Item 28 of the officers and directors of SBMFM
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 SBMFM pursuant to the Advisers
Act (SEC File No. 801-8314).
Prior to the close of business on November 7, 1994, Greenwich Street
advisors served as investment Adviser. 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 Holdings Inc. ("Holdings"), which is in turn a wholly owned
subsidiary of Travelers Group Inc. (formerly known as Primerica
Corporation) ("Travelers"). The list required by this Item 28 of the
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).
Item 29. Principal Underwriters
Smith Barney Inc. ("Smith Barney") currently acts as distributor
for Smith Barney California Municipals Fund Inc., Smith Barney
Massachusetts Municipals Fund, Smith Barney Global Opportunities
Fund, Smith Barney Aggressive Growth Fund Inc., Smith Barney
Appreciation Fund Inc., Smith Barney Concert Series Inc., Smith
Barney Principal Return Fund, Smith Barney Managed Governments
Fund Inc., Smith Barney Income Funds, Smith Barney Equity Funds,
Smith Barney Investment Funds Inc., Smith Barney Natural Resources
Fund Inc., Smith Barney Telecommunications Trust, Smith Barney
Arizona Municipals Fund Inc., Smith Barney New Jersey Municipals
Fund Inc., The USA High Yield Fund N.V., Garzarelli Sector
Analysis Portfolio N.V., Smith Barney Fundamental Value Fund Inc.,
Smith Barney Series Fund, Consulting Group Capital Markets Funds,
Smith Barney Investment Trust, Smith Barney Adjustable Rate
Government Income Fund, Smith Barney Oregon 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 is a wholly owned subsidiary of Smith Barney Holdings
Inc. (formerly known as Smith Barney Shearson Holdings Inc.),
which in turn is a wholly owned subsidiary of Travelers. On June
1, 1994, Smith Barney changed its name from Smith Barney Shearson
Inc. to its current name. The information required by this Item
29 with respect to each director, officer and partner 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. 812-8510).
Item 30. Location of Accounts and Records
(1) Smith Barney Managed Municipals Fund Inc.
388 Greenwich Street
New York, New York 10013
(2) Smith Barney Mutual Funds Management Inc.
388 Greenwich Street
New York, New York 10013
(3)
PNC Bank, National Association
17th & Chestnut Streets
Philadelphia, PA 19103
(4)
First Data Investor Services Group, Inc.
One Exchange Place
Boston, Massachusetts 02109
Item 31. Management Services
Not applicable
Item 32. Undertakings
None
Rule 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 MANAGED MUNICIPALS 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
27th day of February, 1996 .
SMITH BARNEY MANAGED MUNICIPALS
FUND INC.
By: /s/ Heath B. McLendon
Heath B. McLendon,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to the Registration Statement and the above
Power of Attorney has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Heath B. McLendon Director, Chairman of the Board
2/27/96
Heath B. McLendon
/s/ Lewis E. Daidone Senior Vice President and 2/27/96
Lewis E. Daidone Treasurer (Chief Financial
and Accounting Officer)
/s/ Alfred J. Bianchetti Director
2/27/96
Alfred J. Bianchetti
/s/ Herbert Barg Director
2/27/96
Herbert Barg
/s/ Martin Brody Director
2/27/96
Martin Brody
/s/ Burt N. Dorsett Director
2/27/96
Burt N. Dorsett
/s/ Dwight B. Crane Director
2/27/96
Dwight B. Crane
/s/ Elliott S. Jaffe Director
2/27/96
Elliott S. Jaffe
/s/ Stephen E. Kaufman Director
2/27/96
Stephen E. Kaufman
/s/ Joseph J. McCann Director
2/27/96
Joseph J. McCann
/s/ Cornelius C. Rose, Jr. Director
2/27/96
Cornelius C. Rose
g:\funds\smmu\1996\edgar\pea29.doc
EXHIBIT 8 (b)
FORM OF
CUSTODIAN SERVICES AGREEMENT
This Agreement is made as of ___________ by and between _________________,
a Maryland corporation/Massachusetts business trust (the "Fund") and PNC BANK,
NATIONAL ASSOCIATION, a national banking association ("PNC Bank").
The Fund is registered as an open-end investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"). The Fund
wishes to
retain PNC Bank to provide custodian services and PNC Bank wishes to
furnish such services, either directly or through an
affiliate or affiliates, as more fully
described herein. In consideration of the premises and mutual
covenants herein contained, the parties agree as follows:
1. Definitions.
(a) "Authorized Person". The term "Authorized Person" shall mean
any officer of the Fund and any other person, who is duly authorized by the
Fund's Governing Board, to give Oral and Written Instructions on behalf of the
Fund. Such persons are listed in the Certificate attached hereto as the
Authorized Persons Appendix, as such Appendix may be amended in writing by the
Fund's Governing Board from time to time.
(b) "Book-Entry System". The term "Book-Entry System" means
Federal Reserve Treasury book-entry system for United States and federal
agency
securities, its successor or successors, and its nominee or nominees and any
book-entry system maintained by an exchange registered with the SEC under the
1934 Act.
(c) "CFTC". The term "CFTC" shall mean the Commodities Futures
Trading Commission.
(d) "Governing Board". The term "Governing Board" shall mean the
Fund's Board of Directors if the Fund is a corporation or the Fund's Board of
Trustees if the Fund is a trust, or, where duly authorized, a competent
committee
thereof.
(e) "Oral Instructions". The term "Oral Instructions" shall mean
oral instructions received by PNC Bank from an Authorized Person or
from a person reasonably believed by PNC Bank to be an Authorized Person.
(f) "SEC". The term "SEC" shall mean the Securities and Exchange
Commission.
(g) "Securities and Commodities Laws". The term "Securities and
Commodities
Laws" shall mean the "1933 Act" which shall mean the Securities Act
of 1933, the "1934 Act" which shall mean the Securities Exchange
Act of 1934, the
1940 Act, and the "CEA" which shall mean the Commodities Exchange Act, as
amended.
(h) "Shares". The term "Shares" shall mean the shares of stock of
any series or class of the Fund, or, where appropriate, units of beneficial
interest in a trust where the Fund is organized as a Trust.
(i) "Property". The term "Property" shall mean:
(i) any and all securities and other investment items which
the Fund may from time to time deposit, or cause to be
deposited, with PNC Bank or which PNC Bank may from time
to time hold for the Fund;
(ii) all income in respect of any of such securities or other
investment items;
(iii) all proceeds of the sale of any of such securities or
investment items; and
(iv) all proceeds of the sale of securities issued by the
Fund, which are received by PNC Bank from time to time,
from or on behalf of the Fund.
(j) "Written Instructions". The term "Written Instructions" shall
mean written instructions signed by one Authorized Person and received by PNC
Bank. The instructions may be delivered by hand, mail, tested telegram,
cable,
telex or facsimile sending device.
2. Appointment. The Fund hereby appoints PNC Bank to provide custodian
services to the Fund, and PNC Bank accepts such appointment and agrees to
furnish
such services.
3. Delivery of Documents. The Fund has provided or, where applicable,
will provide PNC Bank with the following:
(a) certified or authenticated copies of the resolutions of the
Fund's Governing Board, approving the appointment of PNC Bank or its
affiliates
to provide services;
(b) a copy of the Fund's most recent effective registration
statement;
(c) a copy of the Fund's advisory agreement or agreements;
(d) a copy of the Fund's distribution agreement or agreements;
(e) a copy of the Fund's administration agreements if PNC Bank is
not providing the Fund with such services; (f) copies
of any shareholder servicing agreements made in respect of the Fund; and
(g) certified or authenticated copies of any and all amendments or
supplements to the foregoing.
4. Compliance with Government Rules and Regulations. PNC Bank
undertakes to comply with all applicable requirements of the Securities and
Commodities Laws and any laws, rules and regulations of governmental
authorities
having jurisdiction with respect to all duties to be performed by PNC Bank
hereunder. Except as specifically set forth herein, PNC Bank assumes no
responsibility for such compliance by the Fund.
5. Instructions. Unless otherwise provided in this Agreement, PNC Bank
shall act only upon Oral and Written Instructions. PNC Bank shall be
entitled to
rely upon any Oral and Written Instructions it receives from an Authorized
Person
(or from a person reasonably believed by PNC Bank to be an Authorized Person)
pursuant to this Agreement. PNC Bank may assume that any Oral or Written
Instructions received hereunder are not in any way inconsistent with the
provisions of organizational documents or this Agreement or of any vote,
resolution or proceeding of the Fund's Governing Board or of the Fund's
shareholders.
The Fund agrees to forward to PNC Bank Written Instructions confirming Oral
Instructions so that PNC Bank receives the Written Instructions by the close
of business on the same day that such Oral Instructions are received.
The fact that such confirming Written Instructions are not received by
PNC Bank shall in no way
invalidate the transactions or enforceability of the transactions
authorized by
the Oral Instructions.
The Fund further agrees that PNC Bank shall incur no liability to the Fund
in acting upon Oral or Written Instructions provided such instructions
reasonably
appear to have been received from an Authorized Person.
6. Right to Receive Advice.
(a) Advice of the Fund. If PNC Bank is in doubt as to any action
it should or should not take, PNC Bank may request directions or advice,
including Oral or Written Instructions, from the Fund.
(b) Advice of Counsel. If PNC Bank shall be in doubt as to any
questions of law pertaining to any action it should or should not take,
PNC Bank may request advice at its own cost from such counsel of its own
choosing (who may be counsel for the Fund, the Fund's advisor or PNC Bank,
at the option of PNC
Bank).
(c) Conflicting Advice. In the event of a conflict between
directions, advice or Oral or Written Instructions PNC Bank receives from the
Fund, and the advice it receives from counsel, PNC Bank shall be
entitled to rely
upon and follow the advice of counsel.
(d) Protection of PNC Bank. PNC Bank shall be protected in any
action it takes or does not take in reliance upon directions,
advice or Oral or
Written Instructions it receives from the Fund or from counsel and
which PNC Bank believes, in good faith,
to be consistent with those directions, advice or Oral
or Written Instructions.
Nothing in this paragraph shall be construed so as to impose an obligation
upon PNC Bank (i) to seek such directions, advice or Oral or Written
Instructions, or (ii) to act in accordance with such directions,
advice or Oral
or Written Instructions unless, under the terms of other provisions of this
Agreement, the same is a condition of PNC Bank's properly taking or not taking
such action.
7. Records. The books and records pertaining to the Fund
which are in the
possession of PNC Bank, shall be the property of the Fund. Such books and
records shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The Fund, or the Fund's
Authorized Persons, shall have access to such books and records at all time
during PNC Bank's normal business hours. Upon the reasonable request of the
Fund, copies of any such books and records shall be provided by PNC
Bank to the
Fund or to an Authorized Person of the Fund, at the Fund's expense.
8. Confidentiality. PNC Bank agrees to keep confidential all records of
the Fund and information relative to the Fund and its shareholders
(past, present
and potential), unless the release of such records or information is otherwise
consented to, in writing, by the Fund. The Fund agrees that such
consent shall
not be unreasonably withheld and may not be withheld where PNC Bank may be
exposed to civil or criminal contempt proceedings or when
required to divulge.
The Fund further agrees that, should PNC Bank be required to provide such
information or records to duly constituted authorities
(who may institute civil
or criminal contempt proceedings for failure to comply), PNC Bank shall not be
required to seek the Fund's consent prior to disclosing such information.
9. Cooperation with Accountants. PNC Bank shall cooperate with the Fund's
independent public accountants and shall take all reasonable action in the
performance of its obligations under this Agreement to ensure that
the necessary
information is made available to such accountants for the expression of their
opinion, as required by the Fund.
10. Disaster Recovery. PNC Bank shall enter into and shall maintain in
effect with appropriate parties one or more agreements making reasonable
provision for emergency use of electronic data processing equipment to
the extent
appropriate equipment is available. In the event of equipment failures,
PNC Bank
shall, at no additional expense to the Fund, take reasonable steps to minimize
service interruptions but shall have no liability with respect thereto.
11. Compensation. As compensation for custody services rendered by PNC
Bank during the term of this Agreement, the Fund will pay to PNC Bank a fee or
fees as may be agreed to in writing from time to time by the Fund and PNC Bank.
12. Indemnification. The Fund agrees to indemnify and hold harmless PNC
Bank and its nominees from all taxes, charges, expenses, assessment,
claims and
liabilities (including, without limitation, liabilities arising under the
Securities and Commodities Laws and any state and foreign securities and
blue sky
laws, and amendments thereto, and expenses, including (without limitation)
attorneys' fees and disbursements, arising directly or indirectly from any
action
which PNC Bank takes or does not take (i) at the request or on the direction
of
or in reliance on the advice of the Fund or (ii) upon Oral or Written
Instructions. Neither PNC Bank, nor any of its nominees, shall be indemnified
against any liability to the Fund or to its shareholders (or any expenses
incident to such liability) arising out of PNC Bank's own willful misfeasance,
bad faith, negligence or reckless disregard of its duties and obligations
under this Agreement.
13. Responsibility of PNC Bank. PNC Bank shall be under no duty to take
any action on behalf of the Fund except as specifically set forth herein or as
may be specifically agreed to by PNC Bank, in writing. PNC Bank shall be
obligated to exercise care and diligence in the performance of its duties
hereunder, to act in good faith and to use its best effort, within reasonable
limits, in performing services provided for under this Agreement. PNC
Bank shall
be responsible for its own negligent failure to perform its duties under this
Agreement. Notwithstanding the foregoing, PNC Bank shall not be responsible
for
losses beyond its control, provided that PNC Bank has acted in accordance with
the standard of care set forth above; and provided further that PNC Bank shall
only be responsible for that portion of losses or damages suffered by the Fund
that are attributable to the negligence of PNC Bank.
Without limiting the generality of the foregoing or of any other provision
of this Agreement, PNC Bank, in connection with its duties
under this Agreement,
shall not be under any duty or obligation to inquire into and shall not
be liable
for (a) the validity or invalidity or authority or lack thereof of any Oral or
Written Instruction, notice or other instrument which conforms to the
applicable
requirements of this Agreement, and which PNC Bank reasonably believes to be
genuine; or (b) delays or errors or loss of data occurring by reason of
circumstances beyond PNC Bank's control, including acts of civil or military
authority, national emergencies, labor difficulties, fire,
flood or catastrophe,
acts of God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply.
Notwithstanding anything in this Agreement to the contrary, PNC Bank shall
have no liability to the Fund for any consequential, special or
indirect losses
or damages which the Fund may incur or suffer by or as a consequence of PNC
Bank's performance of the services provided hereunder, whether or not the
likelihood of such losses or damages was known by PNC Bank.
14. Description of Services.
(a) Delivery of the Property. The Fund will deliver or arrange for
delivery to PNC Bank, all the property owned by the Fund,
including cash received
as a result of the distribution of its Shares, during the period that is set
forth in this Agreement. PNC Bank will not be responsible for such property
until actual receipt.
(b) Receipt and Disbursement of Money. PNC Bank, acting upon
Written Instructions, shall open and maintain separate account(s)
in the Fund's
name using all cash received from or for the account of the Fund, subject
to the
terms of this Agreement. In addition, upon Written Instructions, PNC Bank
shall
open separate custodial accounts for each separate series, class
or portfolio of
the Fund and shall hold in such account(s) all cash received from or for the
accounts of the Fund specifically designated to each separate series, class or
portfolio. PNC Bank shall make cash payments from or for the account of
the Fund
only for:
(i) purchases of securities in the name of the Fund or PNC
Bank or PNC Bank's nominee as provided in sub-paragraph
j and for which PNC Bank has received a copy of the
broker's or dealer's confirmation or payee's invoice, as
appropriate;
(ii) purchase or redemption of Shares of the Fund delivered
to PNC Bank;
(iii) payment of, subject to Written Instructions, interest,
taxes, administration, accounting, distribution,
advisory, management fees or similar expenses which are
to be borne by the Fund;
(iv) payment to, subject to receipt of Written Instructions,
the Fund's transfer agent, as agent for the
shareholders, an amount equal to the amount of dividends
and distributions stated in the Written Instructions to
be distributed in cash by the transfer agent to
shareholders, or, in lieu of paying the Fund's transfer
agent, PNC Bank may arrange for the direct payment of
cash dividends and distributions to shareholders in
accordance with procedures mutually agreed upon from
time to time by and among the Fund, PNC Bank and the
Fund's transfer agent;
(v) payments, upon receipt of Written Instructions, in
connection with the conversion, exchange or surrender of
securities owned or subscribed to by the Fund and held
by or delivered to PNC Bank;
(vi) payments of the amounts of dividends received with
respect to securities sold short; payments made to a
sub-custodian pursuant to provisions in sub-paragraph c
of this Paragraph; and
(viii) payments, upon Written Instructions made for other
proper Fund purposes. PNC Bank is hereby authorized to
endorse and collect all checks, drafts or other orders
for the payment of money received as custodian for the
account of the Fund.
(c) Receipt of Securities.
(i) PNC Bank shall hold all securities received by it for
the account of the Fund in a separate account that
physically segregates such securities from those of any
other persons, firms or corporations, except for
securities held in a Book-Entry System. All such
securities shall be held or disposed of only upon
Written Instructions of the Fund pursuant to the terms
of this Agreement. PNC Bank shall have no power or
authority to assign, hypothecate, pledge or otherwise
dispose of any such securities or investment, except
upon the express terms of this Agreement and upon
Written Instructions, accompanied by a certified
resolution of the Fund's Governing Board, authorizing
the transaction. In no case may any member of the
Fund's Governing Board, or any officer, employee or
agent of the Fund withdraw any securities. At PNC
Bank's own expense and for its own convenience, PNC Bank
may enter into sub-custodian agreements with other banks
or trust companies to perform duties described in this
sub-paragraph c. Such bank or trust company shall have
an aggregate capital, surplus and undivided profits,
according to its last published report, of at least one
million dollars ($1,000,000), if it is a subsidiary or
affiliate of PNC Bank, or at least twenty million
dollars ($20,000,000) if such bank or trust company is
not a subsidiary or affiliate of PNC Bank. In
addition, such bank or trust company must agree to
comply with the relevant provisions of the 1940 Act and
other applicable rules and regulations. PNC Bank shall
remain responsible for the performance of all of its
duties as described in this Agreement and shall hold the
Fund harmless from PNC Bank's own (or any sub-custodian
chosen by PNC Bank under the terms of this sub-paragraph
c) acts or omissions, under the standards of care
provided for herein.
(d) Transactions Requiring Instructions. Upon receipt of Oral or
Written Instructions and not otherwise, PNC Bank, directly or through the
use of
the Book-Entry System, shall:
(i) deliver any securities held for the Fund against the
receipt of payment for the sale of such securities;
(ii) execute and deliver to such persons as may be
designated in such Oral or Written Instructions,
proxies, consents, authorizations, and any other
instruments whereby the authority of the Fund as owner
of any securities may be exercised;
(iii) deliver any securities to the issuer thereof, or its
agent, when such securities are called, redeemed,
retired or otherwise become payable; provided that, in
any such case, the cash or other consideration is to be
delivered to PNC Bank;
(iv) deliver any securities held for the Fund against receipt
of other securities or cash issued or paid in connection
with the liquidation, reorganization, refinancing,
tender offer, merger, consolidation or recapitalization
of any corporation, or the exercise of any conversion
privilege;
(v) deliver any securities held for the Fund to any
protective committee, reorganization committee or other
person in connection with the reorganization,
refinancing, merger, consolidation, recapitalization or
sale of assets of any corporation, and receive and hold
under the terms of this Agreement such certificates of
deposit, interim receipts or other instruments or
documents as may be issued to it to evidence such
delivery;
(vi) make such transfer or exchanges of the assets of the
Fund and take such other steps as shall be stated in
said Oral or Written Instructions to be for the purpose
of effectuating a duly authorized plan of liquidation,
reorganization, merger, consolidation or
recapitalization of the Fund;
(vii) release securities belonging to the Fund to any bank or
trust company for the purpose of a pledge or
hypothecation to secure any loan incurred by the Fund;
provided, however, that securities shall be released
only upon payment to PNC Bank of the monies borrowed,
except that in cases where additional collateral is
required to secure a borrowing already made subject to
proper prior authorization, further securities may be
released for that purpose; and repay such loan upon
redelivery to it of the securities pledged or
hypothecated therefor and upon surrender of the note or
notes evidencing the loan;
(viii) release and deliver securities owned by the Fund in
connection with any repurchase agreement entered into on
behalf of the Fund, but only on receipt of payment
therefor; and pay out moneys of the Fund in connection
with such repurchase agreements, but only upon the
delivery of the securities;
(ix) release and deliver or exchange securities owned by the
Fund in connection with any conversion of such
securities, pursuant to their terms, into other
securities;
(x) release and deliver securities owned by the Fund for the
purpose of redeeming in kind shares of the Fund upon
delivery thereof to PNC Bank; and
(xi) release and deliver or exchange securities owned by the
Fund for other corporate purposes. PNC Bank must also
receive a certified resolution describing the nature of
the corporate purpose and the name and address of the
person(s) to whom delivery shall be made when such
action is pursuant to sub-paragraph d above.
(e) Use of Book-Entry System. The Fund shall deliver to PNC Bank
certified resolutions of the Fund's Governing Board approving, authorizing and
instructing PNC Bank on a continuous and on-going basis, to deposit in the
Book-Entry System all securities belonging to the Fund eligible for deposit
therein and to utilize the Book-Entry System to the extent possible
in connection
with settlements of purchases and sales of securities by the Fund,
and deliveries
and returns of securities loaned, subject to repurchase agreements or used as
collateral in connection with borrowings. PNC Bank shall continue to perform
such duties until it receives Written or Oral Instructions
authorizing contrary
actions(s).
To administer the Book-Entry System properly, the following provisions
shall apply:
(i) With respect to securities of the Fund which are
maintained in the Book-Entry system, established
pursuant to this sub-paragraph e hereof, the records of
PNC Bank shall identify by Book-Entry or otherwise those
securities belonging to the Fund. PNC Bank shall
furnish the Fund a detailed statement of the Property
held for the Fund under this Agreement at least monthly
and from time to time and upon written request.
(ii) Securities and any cash of the Fund deposited in the
Book-Entry System will at all times be segregated from
any assets and cash controlled by PNC Bank in other than
a fiduciary or custodian capacity but may be commingled
with other assets held in such capacities. PNC Bank and
its sub-custodian, if any, will pay out money only upon
receipt of securities and will deliver securities only
upon the receipt of money.
(iii) All books and records maintained by PNC Bank which
relate to the Fund's participation in the Book-Entry
System will at all times during PNC Bank's regular
business hours be open to the inspection of the Fund's
duly authorized employees or agents, and the Fund will
be furnished with all information in respect of the
services rendered to it as it may require.
(iv) PNC Bank will provide the Fund with copies of any report
obtained by PNC Bank on the system of internal
accounting control of the Book-Entry System promptly
after receipt of such a report by PNC Bank. PNC Bank
will also provide the Fund with such reports on its own
system of internal control as the Fund may reasonably
request from time to time.
(f) Registration of Securities. All Securities held for the Fund
which are issued or issuable only in bearer form, except such securities
held in
the Book-Entry System, shall be held by PNC Bank in bearer form; all other
securities held for the Fund may be registered in the name of the Fund;
PNC Bank;
the Book-Entry System; a sub-custodian; or any duly appointed
nominee(s) of the
Fund, PNC Bank, Book-Entry system or sub-custodian. The Fund
reserves the right
to instruct PNC Bank as to the method of registration and safekeeping of the
securities of the Fund. The Fund agrees to furnish to PNC Bank appropriate
instruments to enable PNC Bank to hold or deliver in proper form for
transfer, or
to register its registered nominee or in the name of the Book-Entry
System, any
securities which it may hold for the account of the Fund and which may
from time
to time be registered in the name of the Fund. PNC Bank shall hold all such
securities which are not held in the Book-Entry System in a
separate account for
the Fund in the name of the Fund physically segregated at all
times from those of
any other person or persons.
(g) Voting and Other Action. Neither PNC Bank nor its nominee
shall vote any of the securities held pursuant to this Agreement by or for the
account of the Fund, except in accordance with Written
Instructions. PNC Bank,
directly or through the use of the Book-Entry System, shall
execute in blank and
promptly deliver all notice, proxies, and proxy soliciting materials to the
registered holder of such securities. If the registered holder is
not the Fund
then Written or Oral Instructions must designate the person(s) who owns such
securities.
(h) Transactions Not Requiring Instructions. In the absence of
contrary Written Instructions, PNC Bank is authorized to take the following
actions:
(i) Collection of Income and Other Payments.
(A) collect and receive for the account of the Fund,
all income, dividends, distributions, coupons,
option premiums, other payments and similar items,
included or to be included in the Property, and,
in addition, promptly advise the Fund of such
receipt and credit such income, as collected, to
the Fund's custodian account;
(B) endorse and deposit for collection, in the name of
the Fund, checks, drafts, or other orders for the
payment of money;
(C) receive and hold for the account of the Fund all
securities received as a distribution on the
Fund's portfolio securities as a result of a stock
dividend, share split-up or reorganization,
recapitalization, readjustment or other
rearrangement or distribution of rights or similar
securities issued with respect to any portfolio
securities belonging to the Fund held by PNC Bank
hereunder;
(D) present for payment and collect the amount payable
upon all securities which may mature or be called,
redeemed, or retired, or otherwise become payable
on the date such securities become payable; and
(E) take any action which may be necessary and proper
in connection with the collection and receipt of
such income and other payments and the endorsement
for collection of checks, drafts, and other
negotiable instruments.
(ii) Miscellaneous Transactions.
(A) PNC Bank is authorized to deliver or cause to be
delivered Property against payment or other
consideration or written receipt therefor in the
following cases:
(1) for examination by a broker or dealer
selling for the account of the Fund in
accordance with street delivery custom;
(2) for the exchange of interim receipts or
temporary securities for definitive
securities; and
(3) for transfer of securities into the name of
the Fund or PNC Bank or nominee of either,
or for exchange of securities for a
different number of bonds,certificates, or
other evidence, representing the same
aggregate face amount or number of units
bearing the same interest rate, maturity
date and call provisions, if any; provided
that, in any such case, the new securities
are to be delivered to PNC Bank.
(B) Unless and until PNC Bank receives Oral or Written
Instructions to the contrary, PNC Bank shall:
(1) pay all income items held by it which call
for payment upon presentation and hold the
cash received by it upon such payment for
the account of the Fund;
(2) collect interest and cash dividends
received, with notice to the Fund, to the
Fund's account;
(3) hold for the account of the Fund all stock
dividends, rights and similar securities
issued with respect to any securities held
by PNC Bank; and
(4) execute as agent on behalf of the
Fund all necessary ownership certificates
required by the Internal Revenue Code or
the Income Tax Regulations of the United
States Treasury Department or under the
laws of any State now or hereafter in
effect, inserting the Fund's name, on such
certificate as the owner of the securities
covered thereby, to the extent it may
lawfully do so.
(i) Segregated Accounts.
(i) PNC Bank shall upon receipt of Written or Oral
Instructions establish and maintain segregated
account(s) on its records for and on behalf of the Fund.
Such account(s) may be used to transfer cash and
securities, including securities in the Book-Entry
System:
(A) for the purposes of compliance by the Fund with
the procedures required by a securities or option
exchange, providing such procedures comply with
the 1940 Act and any releases of the SEC relating
to the maintenance of segregated accounts by
registered investment companies; and
(B) Upon receipt of Written Instructions, for other
proper corporate purposes.
(ii) PNC Bank may enter into separate custodial agreements
with various futures commission merchants ("FCMs") that
the Fund uses ("FCM Agreement"). Pursuant to an FCM
Agreement, the Fund's margin deposits in any
transactions involving futures contracts and options on
futures contracts will be held by PNC Bank in accounts
("FCM Account") subject to the disposition by the FCM
involved in such contracts and in accordance with the
customer contract between FCM and the Fund ("FCM
Contract"), SEC rules and the rules of the applicable
commodities exchange. Such FCM Agreements shall only be
entered into upon receipt of Written Instructions from
the Fund which state that:
(A) a customer agreement between the FCM and the Fund
has been entered into; and
(B) the Fund is in compliance with all the rules and
regulations of the CFTC. Transfers of initial
margin shall be made into a FCM Account only upon
Written Instructions; transfers of premium and
variation margin may be made into a FCM Account
pursuant to Oral Instructions.
Transfers of funds from a FCM Account to the FCM
for which PNC Bank holds such an account may only
occur upon certification by the FCM to PNC Bank
that pursuant to the FCM Agreement and the FCM
Contract, all conditions precedent to its right to
give PNC Bank such instructions have been
satisfied.
(iii) PNC Bank shall arrange for the establishment of IRA
custodian accounts for such share- holders holding
Shares through IRA accounts, in accordance with the
Fund's prospectuses, the Internal Revenue Code
(including regulations), and with such other procedures
as are mutually agreed upon from time to time by and
among the Fund, PNC Bank and the Fund's transfer agent.
(j) Purchases of Securities. PNC Bank shall settle purchased
securities upon receipt of Oral or Written Instructions from the Fund or its
investment advisor(s) that specify:
(i) the name of the issuer and the title of the securities,
including CUSIP number if applicable;
(ii) the number of shares or the principal amount purchased
and accrued interest, if any;
(iii) the date of purchase and settlement;
(iv) the purchase price per unit;
(v) the total amount payable upon such purchase; and
(vi) the name of the person from whom or the broker through
whom the purchase was made. PNC Bank shall upon receipt
of securities purchased by or for the Fund pay out of
the moneys held for the account of the Fund the total
amount payable to the person from whom or the broker
through whom the purchase was made, provided that the
same conforms to the total amount payable as set forth
in such Oral or Written Instructions.
(k) Sales of Securities. PNC Bank shall settle sold securities
upon receipt of Oral or Written Instructions from the Fund that specify:
(i) the name of the issuer and the title of the security,
including CUSIP number if applicable;
(ii) the number of shares or principal amount sold, and
accrued interest, if any;
(iii) the date of trade, settlement and sale;
(iv) the sale price per unit;
(v) the total amount payable to the Fund upon such sale;
(vi) the name of the broker through whom or the person to
whom the sale was made; and
(vii) the location to which the security must be delivered and
delivery deadline, if any. PNC Bank shall deliver the
securities upon receipt of the total amount payable to
the Fund upon such sale, provided that the total amount
payable is the same as was set forth in the Oral or
Written Instructions. Subject to the foregoing, PNC
Bank may accept payment in such form as shall be
satisfactory to it, and may deliver securities and
arrange for payment in accordance with the customs
prevailing among dealers in securities.
(l) Reports.
(i) PNC Bank shall furnish the Fund the following reports:
(A) such periodic and special reports as the Fund may
reasonably request;
(B) a monthly statement summarizing all transactions
and entries for the account of the Fund, listing
the portfolio securities belonging to the Fund
with the adjusted average cost of each issue and
the market value at the end of such month, and
stating the cash account of the Fund including
disbursement;
(C) the reports to be furnished to the Fund pursuant
to Rule 17f-4; and
(D) such other information as may be agreed upon from
time to time between the Fund and PNC Bank.
(ii) PNC Bank shall transmit promptly to the Fund any proxy
statement, proxy material, notice of a call or
conversion or similar communication received by it as
custodian of the Property. PNC Bank shall be under no
other obligation to inform the Fund as to such actions
or events.
(m) Collections. All collections of monies or other property, in
respect, or which are to become part of the Property (but not the safekeeping
thereof upon receipt by PNC Bank) shall be at the sole risk of the Fund. If
payment is not received by PNC Bank within a reasonable time after
proper demands
have been made, PNC Bank shall notify the Fund in writing, including copies of
all demand letters, any written responses, memoranda of all oral responses and
telephonic demands thereto, and await instructions from the Fund.
PNC Bank shall
not be obliged to take legal action for collection unless and until reasonably
indemnified to its satisfaction. PNC Bank shall also notify
the Fund as soon as
reasonably practicable whenever income due on securities is not collected
in due
course.
15. Duration and Termination. This Agreement shall continue until
terminated by the Fund or by PNC Bank on sixty (60) days' prior written
notice to
the other party. In the event this Agreement is terminated
(pending appointment
of a successor to PNC Bank or vote of the shareholders of the
Fund to dissolve or
to function without a custodian of its cash, securities or
other property), PNC
Bank shall not deliver cash, securities or other property of the Fund to the
Fund. It may deliver them to a bank or trust company of PNC Bank's choice,
having an aggregate capital, surplus and undivided profits,
as shown by its last
published report, of not less than twenty million dollars ($20,000,000), as a
custodian for the Fund to be held under terms similar to
those of this Agreement.
PNC Bank shall not be required to make any such delivery or payment until full
payment shall have been made to PNC Bank of all of its fees,
compensation, costs
and expenses. PNC Bank shall have a security interest
in and shall have a right
of setoff against Property in the Fund's possession as
security for the payment
of such fees, compensation, costs and expenses.
16. Notices. All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. Notice shall be addressed (a) if to PNC Bank at PNC
Bank's address: Airport Business Center, International Court 2, 200 Stevens
Drive, Lester, Pennsylvania 19113, marked for the attention of the Custodian
Services Department (or its successor) (b) if to the Fund,
at the address of the
Fund; or (c) if to neither of the foregoing, at such other
address as shall have
been notified to the sender of any such notice or other communication.
If notice
is sent by confirming telegram, cable, telex or facsimile sending device, it
shall be deemed to have been given immediately. If notice
is sent by first-class
mail, it shall be deemed to have been given five days after it
has been mailed.
If notice is sent by messenger, it shall be deemed to have been
given on the day
it is delivered.
17. Amendments. This Agreement, or any term hereof, may be changed or
waived only by a written amendment, signed by the party
against whom enforcement
of such change or waiver is sought. 18. Delegation. PNC Bank may assign
its rights and delegate its duties hereunder to any wholly-owned direct or
indirect subsidiary of PNC Bank, National Association or PNC Bank Corp.,
provided
that (i) PNC Bank gives the Fund thirty (30) days prior written notice;
(ii) the
delegate agrees with PNC Bank to comply with all relevant provisions
of the 1940
Act; and (iii) PNC Bank and such delegate promptly provide such information as
the Fund may request, and respond to such questions as the Fund may
ask, relative
to the assignment, including (without limitation) the capabilities of the
delegate.
19. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
20. Further Actions.
Each party agrees to perform such further acts and execute such further
documents
as are necessary to effectuate the purposes hereof.
21. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof,
provided that the parties
may embody in one or more separate documents their agreement, if any, with
respect to delegated duties and/or Oral Instructions. The captions in this
Agreement are included for convenience of reference only and in no
way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect.
This Agreement shall be deemed to be a contract made in Pennsylvania and
governed by Pennsylvania law, without regard to principles of
conflicts of law.
If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this
Agreement shall not
be affected thereby. This Agreement shall be binding upon
and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
PNC BANK, NATIONAL ASSOCIATION
By:
Title:
[NAME OF FUND]
By:
Title:
AUTHORIZED PERSONS APPENDIX
NAME (Type) SIGNATURE
U:\OSUNKWO\PNC-CUST.AGR
25
[ARTICLE] 6
[SERIES]
[NUMBER] 0
[NAME] SMITH BARNEY MANAGED MUNI FUND INC. CLASS A
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] FEB-28-1995
[PERIOD-END] FEB-28-1995
[INVESTMENTS-AT-COST] 2,300,530,121
[INVESTMENTS-AT-VALUE] 2,367,634,059
[RECEIVABLES] 80,641,470
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 2,448,275,529
[PAYABLE-FOR-SECURITIES] 152,471,677
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 3,767,551
[TOTAL-LIABILITIES] 156,239,228
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 2,252,394,381
[SHARES-COMMON-STOCK] 114,547,234
[SHARES-COMMON-PRIOR] 114,538,900
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] (312,590)
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] (27,149,428)
[ACCUM-APPREC-OR-DEPREC] 67,103,938
[NET-ASSETS] 2,292,036,301
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 150,733,831
[OTHER-INCOME] 0
[EXPENSES-NET] 17,570,075
[NET-INVESTMENT-INCOME] 133,163,756
[REALIZED-GAINS-CURRENT] (13,267,083)
[APPREC-INCREASE-CURRENT] (33,873,453)
[NET-CHANGE-FROM-OPS] 86,023,220
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 107,787,545
[DISTRIBUTIONS-OF-GAINS] 32,207,724
[DISTRIBUTIONS-OTHER] 254,900
[NUMBER-OF-SHARES-SOLD] 17,117,100
[NUMBER-OF-SHARES-REDEEMED] 22,890,002
[SHARES-REINVESTED] 5,781,236
[NET-CHANGE-IN-ASSETS] 95,219,343
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 27,222,452
[OVERDISTRIB-NII-PRIOR] (1,133,368)
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 6,881,477
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 17,570,075
[AVERAGE-NET-ASSETS] 2,166,026,269
[PER-SHARE-NAV-BEGIN] 16.13
[PER-SHARE-NII] 0.95
[PER-SHARE-GAIN-APPREC] (0.37)
[PER-SHARE-DIVIDEND] 0.95
[PER-SHARE-DISTRIBUTIONS] 0.29
[RETURNS-OF-CAPITAL] 0.00
[PER-SHARE-NAV-END] 15.47
[EXPENSE-RATIO] 0.71
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
[ARTICLE] 6
[SERIES]
[NUMBER] 0
[NAME] SMITH BARNEY MANAGED MUNI FUND INC. CLASS B
</TABLE>
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] FEB-28-1995
[PERIOD-END] FEB-28-1995
[INVESTMENTS-AT-COST] 2,300,530,121
[INVESTMENTS-AT-VALUE] 2,367,634,059
[RECEIVABLES] 80,641,470
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 2,448,275,529
[PAYABLE-FOR-SECURITIES] 152,471,677
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 3,767,551
[TOTAL-LIABILITIES] 156,239,228
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 2,252,394,381
[SHARES-COMMON-STOCK] 33,261,179
[SHARES-COMMON-PRIOR] 21,680,115
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] (312,590)
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] (27,149,428)
[ACCUM-APPREC-OR-DEPREC] 67,103,938
[NET-ASSETS] 2,292,036,301
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 150,733,831
[OTHER-INCOME] 0
[EXPENSES-NET] 17,570,075
[NET-INVESTMENT-INCOME] 133,163,756
[REALIZED-GAINS-CURRENT] (13,267,083)
[APPREC-INCREASE-CURRENT] (33,873,453)
[NET-CHANGE-FROM-OPS] 86,023,220
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 24,198,579
[DISTRIBUTIONS-OF-GAINS] 8,852,657
[DISTRIBUTIONS-OTHER] 57,578
[NUMBER-OF-SHARES-SOLD] 14,985,398
[NUMBER-OF-SHARES-REDEEMED] 4,930,470
[SHARES-REINVESTED] 1,526,136
[NET-CHANGE-IN-ASSETS] 95,219,343
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 27,222,452
[OVERDISTRIB-NII-PRIOR] (1,133,368)
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 6,881,477
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 17,570,075
[AVERAGE-NET-ASSETS] 2,166,026,269
[PER-SHARE-NAV-BEGIN] 16.13
[PER-SHARE-NII] 0.86
[PER-SHARE-GAIN-APPREC] (0.37)
[PER-SHARE-DIVIDEND] 0.86
[PER-SHARE-DISTRIBUTIONS] 0.29
[RETURNS-OF-CAPITAL] 0.00
[PER-SHARE-NAV-END] 15.47
[EXPENSE-RATIO] 1.23
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
[ARTICLE] 6
[SERIES]
[NUMBER] 0
[NAME] SMITH BARNEY MANAGED MUNI FUND INC. CLASS C
</TABLE>
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] FEB-28-1995
[PERIOD-END] FEB-28-1995
[INVESTMENTS-AT-COST] 2,300,530,121
[INVESTMENTS-AT-VALUE] 2,367,634,059
[RECEIVABLES] 80,641,470
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 2,448,275,529
[PAYABLE-FOR-SECURITIES] 152,471,677
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 3,767,551
[TOTAL-LIABILITIES] 156,239,228
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 2,252,394,381
[SHARES-COMMON-STOCK] 348,702
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] (312,590)
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] (27,149,428)
[ACCUM-APPREC-OR-DEPREC] 67,103,938
[NET-ASSETS] 2,292,036,301
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 150,733,831
[OTHER-INCOME] 0
[EXPENSES-NET] 17,570,075
[NET-INVESTMENT-INCOME] 133,163,756
[REALIZED-GAINS-CURRENT] (13,267,083)
[APPREC-INCREASE-CURRENT] (33,873,453)
[NET-CHANGE-FROM-OPS] 86,023,220
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 44,264
[DISTRIBUTIONS-OF-GAINS] 44,416
[DISTRIBUTIONS-OTHER] 112
[NUMBER-OF-SHARES-SOLD] 357,851
[NUMBER-OF-SHARES-REDEEMED] 14,256
[SHARES-REINVESTED] 5,107
[NET-CHANGE-IN-ASSETS] 95,219,343
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 27,222,452
[OVERDISTRIB-NII-PRIOR] (1,133,368)
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 6,881,477
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 17,570,075
[AVERAGE-NET-ASSETS] 2,166,026,269
[PER-SHARE-NAV-BEGIN] 14.30
[PER-SHARE-NII] 0.27
[PER-SHARE-GAIN-APPREC] 1.46
[PER-SHARE-DIVIDEND] 0.27
[PER-SHARE-DISTRIBUTIONS] 0.29
[RETURNS-OF-CAPITAL] 0.00
[PER-SHARE-NAV-END] 15.47
[EXPENSE-RATIO] 1.29
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
A:\fds.txt
</TABLE>
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 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 Investment Trust -
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 Money Market Portfolio
Florida Portfolio
Florida Limited Portfolio
Georgia Portfolio
.....National Portfolio
....New York Portfolio
New York Money Market Portfolio
Ohio Portfolio
Pennsylvania Portfolio
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney Oregon Municipals Fund
Smith Barney Natural Resources 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
g:\fund\smmu\1996\edgar\18f3plan.doc
g:\funds\smmu\1996\edgar\18f3plan.doc
