As filed with the Securities and Exchange Commission on May 5, 1994
Registration
No. 2-74288 811-3275
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. 35 X
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940, as amended X
Amendment No. 37 X
SMITH BARNEY SHEARSON INVESTMENT FUNDS INC.
(Exact name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York 10048
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:
(212) 720-9218
Francis J. McNamara, III
Secretary
SMITH BARNEY SHEARSON INVESTMENT FUNDS INC.
Exchange Place
Boston, Massachusetts 02109
(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 ____________ 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 ending
December 31, 1993 was filed on February 28, 1994.
This Post-Effective Amendment hereby incorporates by reference all of the
information set forth in Part A and B of Post-Effective Amendment No. 34
under the Securities Act of 1933 and Amendment No. 36 under the Investment
Company Act of 1940, that was filed on March 7, 1994, to change investment
advisers of the European Fund. The sole purpose of this Post-Effective
Amendment is to delay the effectiveness of the prior Post-Effective Amendment.
SMITH BARNEY SHEARSON INVESTMENT FUNDS INC.
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A:
Financial Highlights
Included in Part B:
Portfolio of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
Report of Independent Accountants
Condensed Financial Information Tax Information
Included in Part C:
Consent of Independent Accountants is incorporated by
reference
(b) Exhibits
All references are to Registrant's Registration Statement on
Form N-1A (the "Registration Statement") as filed with the
Securities and Exchange Commission on October 2, 1981 (File
Nos. 2-74288 and 811-3275).
(1) (a) Articles of Restatement, dated February 12, 1993, to the Articles
of Incorporation are incorporated by reference to Post-Effective Amendment No.
29 to the Registration Statement, filed on March 3, 1993.
(1) (b) Articles of Amendment, dated May 21, 1993, to the Articles of
Incorporation are incorporated by reference to the Registrant's Registration
Statement filed on Form N-14 on September 2, 1993.
(1) (c) Articles of Amendment dated July 30, 1993, to the Articles of
Incorporation are incorporated by reference to the Registrant's Registration
Statement filed on Form N-14 on September 2, 1993.
(1) (d) Articles Supplementary, dated August 9, 1993, to the Articles of
Incorporation are incorporated by reference to the Registrant's Registration
Statement filed on Form N-14 on September 2, 1993.
(2) Registrant's By-Laws, as amended on September 30, 1992, are incorporated
by reference to Post-Effective Amendment No. 30 to the Registration Statement,
filed on April 30, 1993.
(3) Inapplicable.
(4)(a) Registrant's form of stock certificate relating to Class A shares
is incorporated by reference to Post-Effective Amendment No. 27 to the
Registration Statement filed on October 23, 1992.
(4)(b) Registrant's form of stock certificate relating to Class B shares
is incorporated by reference to Post-Effective Amendment No. 27 to the
Registration Statement filed on October 23, 1992.
(4)(c) Registrant's form of stock certificate relating to Class D shares
is incorporated by reference to Post-Effective Amendment No. 27 to the
Registration Statement filed on October 23, 1992.
(5)(a)
Investment Advisory Agreement between the Registrant and Smith,
Barney Advisers, Inc. shall be filed by amendment.
(5)(b) Investment Advisory Agreement dated July 30, 1993, between the
Registrant and Greenwich Street Advisors Division of Mutual Management
Corporation is incorporated by reference to the Registration Statement filed
on Form N-14 on September 2, 1993. File No 33-50153.
(6) Distribution Agreement, dated July 30, 1993, between the Registrant and
Smith Barney Shearson Inc. is incorporated by reference to the Registration
Statement filed on Form N-14 on September 2, 1993. File No. 33-50153
(7) Inapplicable
(8) Custodian Agreement with Boston Safe Deposit and Trust Company is
incorporated by reference to Post-Effective Amendment No. 20 to the
Registration Statement, filed on September 6, 1988.
9(a) Administration Agreement dated May 21, 1993, between the Registrant
and The Boston Company Advisors, Inc. is incorporated by reference to the
Registration Statement filed on Form N-14 on September 2, 1993. File No. 33-
50153
(9)(b) Transfer Agency and Registrar Agreement dated August 5, 1993 with
The Shareholder Services Group, Inc. is incorporated by reference to Post-
Effective Amendment No. 31 to the Registration Statement, filed on December
22, 1993.
(10) Opinion of Counsel relating to legality of shares is incorporated by
reference to Post-Effective Amendment No. 31 to the Registration Statement,
filed on December 22, 1993.
(11) Consent of Independent Accountants is incorporated by reference to Post-
Effective Amendment No. 33 to the Registration Statement, filed on March 1,
1994, 1994.
(12) Inapplicable
(13) Inapplicable
(14) Inapplicable
(15) Services and Distribution Plan dated July 30, 1993 between the
Registrant and Smith Barney Shearson Inc. is incorporated by reference to the
Registration Statement filed on Form N-14 on September 2, 1993. File No. 33-
50153
(16) Performance Data is incorporated by reference to Post-Effective
Amendment No. 22 to the Registration Statement filed on May 1, 1989.
(17) Powers of Attorney are incorporated by reference to Post-Effective
Amendment No. 31 to the Registration Statement, filed on December 22,
1993.
Item 25. Persons Controlled by or Under Common Control with Registrant
None.
Item 26. Number of Holders of Securities
(1) (2)
Number of Record
Title of Class Holders as of February 25,1994
Common Stock par value Class A Class B Class D
$.001 per share
FUND
Special Equities Fund 9,111 24,876 12
Investment Grade Bond Fund 733 29,270 9
Government Securities Fund 526 48,467 12
European Fund 376 5,624 1
Item 27. Indemnification
The response to this item is incorporated by reference to Pre-Effective
Amendment No. 1 to the Registration Statement filed on Form N-14 on October 8,
1993. File No. 33-50153
Item 28(a). Business and Other Connections Investment Adviser
Investment Adviser - - Greenwich Street Advisors
Greenwich Street Advisors, through its predecessors, has been in the
investment counseling business since 1934 and is a division of Mutual
Management Corp. ("MMC"). MMC was incorporated in 1978 and is a wholly owned
subsidiary of Smith Barney Shearson Holdings Inc. ("Holdings"), which is in
turn a wholly owned subsidiary of The Travelers Inc.("Travelers") (formerly
known as Primerica Corporation).
The list required by this Item 28 of officers and directors of MMC and
Greenwich Street Advisors, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by such
officers and directors during the past two fiscal years, is incorporated by
reference to Schedules A and D of FORM ADV filed by MMC on behalf of Greenwich
Street Advisors pursuant to the Advisers Act (SEC File No. 801-14437).
Prior to the close of business on July 30, 1993 (the "Closing"), Shearson
Lehman Advisors, a member of the Asset Management Group of Shearson Lehman
Brothers Inc. ("Shearson Lehman Brothers"), served as the Registrant's
investment adviser. On the Closing, Travelers and Smith Barney Shearson Inc.
(formerly Smith Barney, Harris Upham & Co. Incorporated) acquired the domestic
retail brokerage and asset management business of Shearson Lehman Brothers,
which included the business of the Registrant's prior investment adviser.
Shearson Lehman Brothers was a wholly owned subsidiary of Shearson Lehman
Brothers Holdings Inc. ("Shearson Holdings"). All of the issued and
outstanding common stock of Shearson Holdings (representing 92% of the voting
stock) was held by American Express Company. Information as to any past
business vocation or employment of a substantial nature engaged in by officers
and directors of Shearson Lehman Advisors can be located in Schedules A and D
of FORM ADV filed by Shearson Lehman Brothers on behalf of Shearson Lehman
Advisors prior to July 30, 1993. (SEC FILE NO. 801-3701)
8/23/93
Item 28(a). Business and Other Connections of Investment Adviser
Investment Adviser - - Smith, Barney Advisers, Inc.
Smith, Barney Advisers, Inc. ("SBA") was incorporated in December 1968 under
the laws of the State of Delaware. SBA is a wholly owned subsidiary
of Smith Barney Shearson Holdings Inc., which in turn is a wholly owned
subsidiary of The Travelers Inc. (formerly known as Primerica
Corporation) ("Travelers"). SBA is registered as an investment adviser
Advisers Act of 1940 (the "Advisers Act").
The list required by this Item 28 of officers and directors of SBA
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).
Item 29. Principal Underwriters
Smith Barney Shearson Inc. ("Smith Barney Shearson") currently acts as
distributor for Smith Barney Shearson Managed Municipals Fund Inc., Smith
Barney Shearson New York Municipals Fund Inc., Smith Barney Shearson
California Municipals Fund Inc., Smith Barney Shearson Massachusetts
Municipals Fund, Smith Barney Shearson Global Opportunities Fund, Smith Barney
Shearson Aggressive Growth Fund Inc., Smith Barney Shearson Appreciation Fund
Inc., Smith Barney Shearson Worldwide Prime Assets Fund, Smith Barney Shearson
Short-Term World Income Fund, Smith Barney Shearson Principal Return Fund,
Smith Barney Shearson Municipal Money Market Fund Inc., Smith Barney Shearson
Daily Dividend Fund Inc., Smith Barney Shearson Government and Agencies Fund
Inc., Smith Barney Shearson Managed Governments Fund Inc., Smith Barney
Shearson New York Municipal Money Market Fund, Smith Barney Shearson
California Municipal Money Market Fund, Smith Barney Shearson Income Funds,
Smith Barney Shearson Equity Funds, Smith Barney Shearson Investment Funds
Inc., Smith Barney Shearson Precious Metals and Minerals Fund Inc., Smith
Barney Shearson Telecommunications Trust, Smith Barney Shearson Arizona
Municipals Fund Inc., Smith Barney Shearson New Jersey Municipals Fund Inc.,
The USA High Yield Fund N.V., Garzarelli Sector Analysis Portfolio N.V., The
Advisors Fund L.P., Smith Barney Shearson Fundamental Value Fund Inc., Smith
Barney Shearson Series Fund, The Trust for TRAK Investments, Smith Barney
Shearson Income Trust, Smith Barney Shearson FMA R Trust, Smith Barney
Shearson Adjustable Rate Government Income Fund, Smith Barney Shearson Florida
Municipals Fund, Smith Barney Funds, Inc., Smith Barney Equity 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), and various
series of unit investment trusts.
Smith Barney Shearson is a wholly owned subsidiary of Smith Barney
Shearson Holdings Inc., which in turn is a wholly owned subsidiary of The
Travelers Inc.("Travelers") (formerly known as Primerica Corporation). The
information required by this Item 29 with respect to each director, officer
and partner of Smith Barney Shearson is incorporated by reference to Schedule
A of FORM BD filed by Smith Barney Shearson pursuant to the Securities
Exchange Act of 1934 (SEC File No. 812-8510).
Item 30. Location of Accounts and Records
(1) Smith Barney Shearson Investment Funds Inc.
Two World Trade Center
New York, New York 10048
(2) The Boston Company Advisors, Inc.
One Boston Place
Boston, Massachusetts 02108
(3) Boston Safe Deposit and Trust Company
One Boston Place
Boston, Massachusetts 02108
(4) Smith Barney Shearson Inc.
388 Greenwich Street
New York, New York 10013
(5) Smith, Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10022
Item 31. Management Services
Not applicable.
Item 32. Undertakings
The Registrant hereby undertakes to furnish to each person to whom a
prospectus of any series of the Registrant is delivered a copy of the
Registrant's latest annual report, 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 5th day of
May, 1994.
SMITH BARNEY SHEARSON INVESTMENT FUNDS INC.,
Registrant
By: /s/Heath B. McLendon
Name: Heath B. McLendon
Title: Chairman of the Board
______________________________________________________________________________
As required by the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates
indicated.
Signature: Title: Date:
/s/Stephen J. Treadway President May 5, 1994
Stephen J. Treadway
/s/Richard P. Roelofs Executive Vice-President May 5,
1994
Richard P. Roelofs
/s/Vincent Nave Treasurer (Chief Financial May 5, 1994
Vincent Nave and Accounting Officer)
/s/Heath B. McLendon Chairman of the Board May 5, 1994
Heath B. McLendon (Chief Executive Officer)
/s/Alger B. Chapman Director May 5, 1994
Alger B. Chapman
/s/Dwight B. Crane Director May 5, 1994
Dwight B. Crane
/s/Frank G. Hubbard Director May 5, 1994
Frank G. Hubbard
/s/Allan R. Johnson Director May 5, 1994
Allan R. Johnson
/s/John F. White Director May 5, 1994
John F. White
SLIV/PEA/PEA#35
