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. 25 X
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 X
Amendment No. 26 X
SMITH BARNEY FUNDAMENTAL VALUE 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)
Registrant's Telephone Number, including Area Code: (212) 720-9218
Christina T. Sydor
Secretary
Smith Barney Fundamental Value Fund Inc.
388 Greenwich Street
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)
on February 1, 1995 pursuant to Rule 485(b)
X 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
Registrant
Cover Page; Prospectus Summary;
Investment Objective and
Management Policies; Additional
Information
5. Management of the Fund
5A. Management's Discussion of
Fund Performance
Management of the Fund;
Distributor; Additional
Information; Annual Report
Not Applicable
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;
Additional Information
8 Redemption or Repurchase
Purchase of Shares; Redemption of
Shares; Exchange Privilege
9. Pending Legal Proceedings
Not Applicable
Part B
Item No.
Statement of
Additional Information Caption
10. Cover Page
Cover page
11. Table of Contents
Table of Contents
12. General Information and
History
Distributor; Additional
Information
13. Investment Objectives and
Policies
Investment Objective and
Management Policies
14. Management of the Fund
Management of the Fund;
Distributor
15. Control Persons and Principal
Holders
of Securities
Management of the Fund
16. Investment Advisory and Other
Services
Management of the Fund;
Distributor
17. Brokerage Allocation and
Other Services
Investment Objective and
Management Policies; Distributor
18. Capital Stock and Other
Securities
Investment Objective and
Management Policies; Purchase of
Shares; Redemption of Shares;
Taxes
19. Purchase, Redemption and
Pricing
of Securities Being
Offered
Purchase of Shares; Redemption of
Shares; Valuation of Shares;
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:
Consent of Independent Accountants
(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 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 is filed herein.
(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 Registr
ant
Not applicable.
Item 26. Number of Holders of Securities
(1) (2)
Number of Record
Title of Class Holders as of December 30, 1994
Common Stock par value $.001 per share
Class A Shares 33,563
Class B Shares 43,631
Class C Shares 306
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.
Smith Barney Mutual Funds Management, Inc. ("SBMFM"), formerly
known as Smith, Barney Advisers, Inc.,) 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 The Travelers 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 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
years, is incorporated by reference to Schedules A and D of
FORM ADV filed by SBA pursuant to the Advisers Act (SEC File
No. 801-8314).
Smith Barney Asset Management, Inc., ("SBAM") through its
predecessors, has been in the investment counseling business
since 1940 and is a division of SBMFM. SBMFM was incorporated
in 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 is in turn
a wholly owned subsidiary of The Travelers Inc. (formerly know
as Primerica Corporation) ("Travelers").
The list required by this Item 28 of 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 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
on behalf of Shearson Asset Management prior to July 30, 1993.
(SEC FILE NO. 801-3701)
11/4/94
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 Global Opportunities Fund, Smith
Barney Aggressive Growth Fund Inc., Smith Barney Appreciation
Fund 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 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., Garzarelli Sector Analysis Portfolio
N.V., Smith Barney Fundamental Value Fund Inc., 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 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 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) Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
(2) Smith Barney Fundamental Value Fund Inc.
388 Greenwich Street
New York, New York 10013
(3) Smith Barney Mutual Funds Management
388 Greenwich Street
New York, New York 10013
(4) PNC Bank, National Association
17th and Chestnut Streeets
Philadelphia, Pennsylvania
(5) The Shareholder Services Group, Inc.
Exchange Place
Boston, Massachusetts 02109
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 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 2nd day of March 1995.
SMITH BARNEY
FUNDAMENTAL VALUE FUND INC.
Registrant
By: /s/ Heath B. McLendon
Name:Heath B. McLendon
Title: Chairman of the Board
___________________________________________________________________________
___
Pursuant to the requirments of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the date indicated.
We, the undersigned, hereby severally constitute and appoint Heath B.
McLendon, Christina T. Sydor and Lee D. Augsburger and each of them singly,
our true and lawful attorneys, with full power to them and each of them to
sign for us, and in our hands and in the capacities indicated below, any
and all Amendments to this Registration Statement and to file the same,
with all exhibits thereto, and other documents therewith, with the
Securities and Exchange Commission, granting unto said attorneys, and each
of them, acting alone, full authority and power to do and perform each and
every act and thing requisite or necessary to be done in the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys or any of them may
lawfully do or cause to be done by virtue thereof.
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 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/Jessica M. Bibliowicz President 3/02/95
Jessica M. Bibliowicz (Chief Executive Officer)
/s/Lewis E. Daidone 3/02/95
Lewis E. Daidone Senior Vice President and
Treasurer (Chief Financial
and Accounting Officer)
/s/ Lloyd J. Andrews* Director
3/02/95
Lloyd J. Andrews
/s/ Robert M. Frayn* Director
3/02/95
Robert M. Frayn
/s/ Leon P. Gardner* Director
3/02/95
Leon P. Gardner
/s/ Howard J. Johnson* Director
3/02/95
Howard J. Johnson
/s/ David E. Maryatt* Director
3/02/95
David E. Maryatt
/s/ Heath B. McLendon Director
3/02/95
Heath B. McLendon
___________________ Director 3/02/95
Frederick O. Paulsell
/s/ Julie W. Weston* Director
3/02/95
Julie W. Weston
/s/ Jerry A. Viscione* Director
3/02/95
Jerry A. Viscione
* Signed by Heath B. McLendon, their duly authorized attorney-
in-fact, pursuant to power of attorney dated January 28, 1993.
By: /s/ Heath B. McLendon
Name:Heath B. McLendon
Title: Chairman of the Board
shared\shearsn2\fundamen\pea's\pea25\pea#25.doc
EXHIBIT 11
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 25 to the Registration Statement No. 2-71469 of Smith Barney
Fundamental Value Fund Inc. of our report dated October 28, 1994, appearing
in the annual report to shareholders for the year ended September 30, 1994,
and to the reference to us under the heading "Financial Highlights" in the
Prospectus, which is incorporated by reference in such Registration
Statement.
Deloitte & Touche LLP
Boston, Massachusetts
February 28, 1995
