Registration No. 2-71469
811-3158
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. 26 X
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 X
Amendment No. 27 X
SMITH BARNEY FUNDAMENTAL VALUE FUND INC.
(Exact name of Registrant as Specified in Charter)
388 Greenwich Street, 22nd Floor , New York, New York
10013
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 720-
9218
Christina T. Sydor
Secretary
Smith Barney Fundamental Value Fund Inc.
388 Greenwich Street, 22nd Floor
New York, New York 10013
(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 May 26, 1995 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, 1994 was
filed on or about November 30, 1994.
SMITH BARNEY FUNDAMENTAL VALUE FUND INC.
FORM N-1A
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)
Part A (Prospectus for Smith Barney Fundamental Value Fund
Inc.) and Part B (Statement of Additional Information for Smith
Barney Fundamental Value Fund Inc.) are incorporated by
reference to Post-Effective Amendment No 24, as filed with the
Securities and Exchange Commission ("SEC") on January 31, 1995.
Part A
Item No. Prospectus Caption
1. Cover Page Cover Page
2. Synopsis Prospectus Summary
3. Financial Highlights Financial Highlights
4. General Description of Cover Page; Prospectus
Registrant Summary; Investment
Objective and Management
Policies; Additional
Information
5. Management of the Fund Management of the Fund;
Distributor; Additional
5A. Management's Discussion Information; Annual Report
of Fund Performance Not Applicable
6. Capital Stock and Other Investment Objective and
Securities Management Policies;
Dividends, Distributions and
Taxes; Additional
Information
7. Purchase of Securities Valuation of Shares;
Being Offered Purchase of Shares; Exchange
Privilege; Redemption of
Shares; Minimum Account
Size; Distributor;
Additional Information
8. Redemption or Repurchase Purchase of Shares;
Redemption of Shares;
Exchange Privilege
9. Pending Legal Not Applicable
Proceedings
Part B Statement of
Item No. Additional Information
Caption
10. Cover Page Cover page
11. Table of Contents Table of Contents
12. General Information and Distributor; Additional
History Information
13. Investment Objectives Investment Objective and
and Policies Management Policies
14. Management of the Fund Management of the Fund;
Distributor
15. Control Persons and Management of the Fund
Principal Holders
of Securities
16. Investment Advisory and Management of the Fund;
Other Services Distributor
17. Brokerage Allocation Investment Objective and
and Other Services Management Policies;
Distributor
18. Capital Stock and Other Investment Objective and
Securities Management Policies;
Purchase of Shares;
Redemption of Shares; Taxes
19. Purchase, Redemption Purchase of Shares;
and Pricing Redemption of Shares;
of Securities Being Valuation of Shares;
Offered Distributor; Exchange
Privilege
20. Tax Status Taxes
21. Underwriters Distributor
22. Calculation of Performance Data
Performance Data
23. Financial Statements Financial Statements
SMITH BARNEY FUNDAMENTAL VALUE FUND INC.
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A:
Financial Highlights
Included in Part B:
The Registrant's Annual Report for the fiscal year ended
September 30, 1994 and the Report of Independent Accountants is
incorporated by reference to the Definitive 30b-2 filed on
December 5,1994.
Included in Part C:
To be filed by Amendment
(b) Exhibits
All references are to the Registrant's registration statement
on Form N-1A as filed with the Secturities and Exchange
Commission ("SEC"), File Nos. 2-71469 and 811-3158 (the
"Registration Statement").
(1) Registrant's Articles of Incorporation dated May 13, 1994
to be filed by Amendment.
(2) Registrant's By-Laws to be filed by Amendment.
(3) Inapplicable.
(4)(a) Registrant's form of stock certificate relating to
Class A shares to be filed by Amendment.
(4)(b) Registrant's form of stock certificate relating to
Class B shares to be filed by Amendment.
(4)(c) Registrant's form of stock certificate relating to
Class C shares to be filed by Amendment.
(4)(d) Registrant's form of stock certificate relating to
Class Y shares to be filed by Amendment.
(5) Form of Investment Advisory Agreement with Smith Barney
Mutual Funds Management Inc. to be filed by amendment.
(6) Form of Distribution Agreement between the Registrant and
Smith Barney Inc. to be filed by Amendment.
(7) Inapplicable.
(8) Form of Custodian Agreement with PNC Bank, National
Association to be filed by Amendment.
(8)(a) Consent to Assignment of Custodian Agreement between the
Registrant and PNC Bank, National Association to be filed by
Amendment.
(9)(a) Form of Transfer Agency Agreement with Boston Safe
Deposit and Trust Company is incorporated by reference to Post-
Effective Amendment No. 4 to the Registration Statement filed
with the SEC.
(9)(b) Consent to Assignment dated March 28, 1989 between
the Registrant and The Shareholder Services Inc. is
incorporated by reference to Post-Effective Amendment No. 18.
(9)(c) Consent to Assignment between the Registrant and The
Shareholders Services Group, Inc. to be filed by Amendment.
(9)(d) Form of Administration Agreement between the Fund and
Smith Barney Mutual Funds Management Inc. to be filed by
Amendment.
(10) Opinion of Maryland Counsel to be filed by Amendment.
(11) Consent of Independent Accountants will be filed by
Amendment.
(12) Inapplicable.
(13) Inapplicable.
(14) Prototype Self-Employed Retirement Plan is incorporated by
reference to Post-Effective Amendment No. 10 to the
Registration Statement as filed with the SEC ("Post-Effective
Amendment No. 10").
(15) Services and Distribution Plan between the Registrant and
Smith Barney Inc. to be filed by Amendment.
(16) Performance Data is incorporated by reference to Post-
Effective Amendment No. 11.
(17) Powers of Attorney are incorporated by reference to Post-
Effective Amendment No. 18.
All references are to the Registrant's Registration Statement
on Form N-1A as filed with the Securities and Exchange
Commission ("SEC"), File Nos. 2-71469 and 811-3158 (the
"Registration Statement").
Item 25.
Persons Controlled by or Under Common Control with Registrant
Not applicable.
Item 26. Number of Holders of Securities
(1) (2)
Number of Record
Title of Class Holders as of March 31, 1995
Common Stock par value $.001 per share
Class A Shares 34,362
Class B Shares 46,539
Class C Shares 905
Class Y Shares 0
Item 27. Indemnification
The response to this item is incorporated by reference to
Post-Effective Amendment No. 5 to the Registration Statement as
filed with the SEC ("Post-Effective Amendment No. 5").
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. ("Funds
Management"), was incorporated in December 1968 under the laws
of the State of Delaware. Funds Management 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 The Travelers Inc. (formerly known as
Primerica Corporation) ("Travelers"). Funds Management is
registered as an investment adviser under the Investment
Advisers Act of 1940 (the "Advisers Act")..The list required by
this Item 28 of officers and directors of Funds Management
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 years, is
incorporated by reference to Schedules A and D of FORM ADV
filed by Funds Management pursuant to the Advisers Act (SEC
File No. 801-8314).
Prior to the close of business on July 30, 1993 (the
"Closing"), Shearson Asset Management, 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 Inc.
(formerly known as 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 Asset Management can be located in
Schedules A and D of FORM ADV filed by Shearson Lehman Brothers
Inc. on behalf of Shearson Asset Management prior to July 30,
1993. (SEC FILE NO. 801-3701).
Item 29. Principal Underwriters
Smith Barney Inc. ("Smith Barney") currently acts as
distributor for Smith Barney Managed Municipals Fund Inc.,
Smith Barney New York Municipals Fund Inc., Smith Barney
California Municipals Fund Inc., Smith Barney Massachusetts
Municipals Fund, Smith Barney Aggressive Growth Fund Inc.,
Smith Barney Appreciation Fund Inc., Smith Barney Principal
Return Fund, Smith Barney Income Funds, Smith Barney Equity
Funds, Smith Barney Investment Funds Inc., Smith Barney
Precious Metals and Minerals 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., Smith Barney Series Fund, Consulting
Group Capital Markets Funds, Smith Barney Income Trust, Smith
Barney Adjustable Rate Government Income Fund, Smith Barney
Florida Municipals 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
Municipal Money Market 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., which in turn is a wholly owned subsidiary of
The Travelers Inc. (formerly known as Primerica Corporation)
("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) Records held by the Registrant, Smith Barney Inc. and
Smith Barney Mutual Funds Management Inc. are located
at:
388 Greenwich Street, 22nd Floor
New York, New York 10013
(2) Records held by the Registrant's Transfer Agent,
are located at:
The Shareholder Services Group, Inc.
attn: Mr. Mike McCarthy
One Exchange Place, 10th Floor
Boston, Massachusetts 02109
(3) Records held by the Registrant's Custodian,
are located at:
PNC Bank
17th and Chestnut Streeets
Philadelphia, Pennsylvania
Item 31. Management Services
Not applicable.
Item 32. Undertakings
Registrant hereby undertakes to call a meeting of its
shareholders for the purpose of voting upon the question of
removal of a director or directors of Registrant when requested
in writing to do so by the holders of at least 10% of
Registrant's outstanding shares. Registrant undertakes further
to assist shareholders in communicating with other shareholders
in accordance with the requirements of Section 16(c) of the
Investment Company Act of 1940.
Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 26
to its Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of New York
and State of New York, on the 28th day of April, 1995.
Further, the Registrant certifies that this Amendment No. 26 is
being filed solely for the purpose specified in Rule
485(b)(1)(v) and no material event has occurred since March 2,
1994 which would render the Registrant ineligble to file under
such Rule.
SMITH BARNEY FUNDAMENTAL VALUE FUND INC.
Registrant
By: /s/Heath B. McLendon*
Name: Heath B. McLendon
Title: Chairman of the Board
_______________________________________________________________
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* Chairman of the Board 4/28/95
Heath B. McLendon (Chief Executive Officer)
/s/Lewis E. Daidone* Senior Vice President 4/28/95
Lewis E. Daidone and Treasurer
(Chief Financial and
Accounting Officer)
/s/Lloyd J. Andrews* Director 4/28/95
Lloyd J. Andrews
/s/Robert M. Frayn* Director 4/28/95
Robert M. Frayn
/s/Leon P. Gardner* Director 4/28/95
Leon P. Gardner
/s/Howard J. Johnson* Director 4/28/95
Howard J. Johnson
/s/David E. Maryatt* Director 4/28/95
David E. Maryatt
________________________ Director
Frederick O. Paulsell
/s/Julie W. Weston* Director 4/28/95
Julie W. Weston
/s/Jerry A. Viscione* Director 4/28/95
Jerry A. Viscione
* Signed by Lee D. Augsburger, their duly authorized attorney-
in-fact, pursuant to power of attorney dated March 2, 1995
contained in the Registrant's Post-Effective Amendment 25,
which power of attorney is incorporated by reference thereto.
By: /s/Lee D. Augsburger
Name: Lee D. Augsburger
