As filed with the Securities and Exchange Commission on
December 26, 1995
Registration No. 2-876519
8113763 --------------------------------------------------
- -------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No.
[X]
Post-Effective Amendment No. 19
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940, as amended
Amendment No. 20 [X]
SMITH BARNEY TELECOMMUNICATIONS TRUST
(Exact name of Registrant as Specified in
Charter)
Area Code and Telephone Number: (212) 723-9218
388 Greenwich Street, New York, New York 10013
(Address of Principal Executive Offices) (Zip
Code)
Christina T. Sydor
Secretary
388 Greenwich Street New York, New York
10013 (Name and Address of Agent for
Service)
copies to:
Burton M. Leibert,
Esq. Willkie Farr &
Gallagher
One Citicorp Center
153 East 53rd Street
New York, NY 10022
Approximate Date of Proposed Public Offering:
As soon as possible after this
Post-Effective Amendment becomes
effective.
It is proposed that this filing become effective:
__X___ Immediately upon filing pursuant to Rule 485(b)
_____ on [ ], 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 of the fiscal
year ended December 31, 1994 was filed on February 27,
1995.
SMITH BARNEY TELECOMMUNICATIONS TRUST
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following
pages and documents:
Front Cover
Contents Page
Cross-Reference Sheet
Part A - Prospectus (incorporated by reference)
Part B - Statement of Additional Information
(incorporated by reference)
Part C - Other Information
Signature Page
Exhibits
SMITH BARNEY TELECOMMUNICATIONS TRUST
FORM N-1A CROSS REFERENCE SHEET
Pursuant to Rule 485(b) Under the Securities Act of 1933,
as amended
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 Policies;
Distributor; Additional Information
5 Management of the Fund
Prospectus Summary; Management of
the Trust and the Fund; Distributor;
Additional Information
5A Management's Discussion of
Management of the Trust and the Fund
Fund Performance
6. Capital Stock and Other Securities
Investment Objective and 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 of Shares
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 Contents
12. General Information and History
Distributor; Additional Information
13. Investment Objectives and Policies
Investment Objectives and Management
Policies
14. Management of the Fund Management of
the Fund and the Trust;
Distributor
15. Control Persons and Principal Holders
Management of the Fund and the Trust
of Securities
16. Investment Advisory and Other Management of
the Fund and the Trust;
Services Distributor
17 Brokerage Allocation and Other
Investment
Objective and Mangement
Services Policies;
Distributor
18. Capital Stock and Other Securities Purchase
of Shres; Redemption of Shares
19. Purchase, Redemption and Pricing Purchase
of Shares, Redemption of Shares;
of Securities Being Offered Valuation of
Shares; Exchange Privilege
Distributors
20. Tax Status Taxes
21. Underwriters Distributor
22. Calculation of Performance Performance
Data
23. Financial Statements Financial
Statements
SMITH BARNEY TELECOMMUNICATIONS TRUST
PART A: PROSPECTUS
The Prospectus of Smith Barney Telecommunications Growth
Fund and Smith Barney Telecommunications Income Fund are
incorporated by reference to the Registrants Post-
Effective Amendment No. 18 filed on February 28, 1995.
SMITH BARNEY TELECOMMUNICATIONS TRUST
PART B: STATEMENT OF ADDITIONAL
INFORMATION
The Statement of Additional Information of Smith Barney
Telecommunications Growth Fund and Smith Barney
Telecommunications Income Fund are incorporated by
reference to the Registrants Post-Effective Amendment No.
18 filed on February 28, 1995.
SMITH BARNEY TELECOMMUNICATIONS TRUST
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
period ended December 31, 1994 and the reports of
Independent Accountants are incorporated by reference to
the definitive 30b2-1 filed on February 27, 1995 as
accession # 000053798-95-000101 and the Semi-Annual
Reports for Smith Barney Telecommunications Growth Fund
and Smith Barney Telecommunications Income Fund are
incorporated by reference to the definitive 30b2-1 filed
on February 28, 1995 as accession numbers 000091155-95-
000309 and 000091155-95000308, respectively.
(b) Exhibits
All references are to the Registrant's
registration statement on Form N-1A (the "Registration
Statement") as filed with the Securities and Exchange
Commission (the "SEC") on September 14, 1983 (File Nos. 2
86519 and 811-3736).
(1) (a) Registrant's Second Amended and Restated
Master Trust Agreement and Declaration of Trust is
incorporated by reference to Registrants Post-Effective
Amendment No. 14 as filed on April 27, 1993
(b) Amendment No. 1 to the Second Amended and
Restated Master Trust Agreement is incorporated by
reference to Registrants Post-Effective Amendment No. 18
as filed on February 28, 1995
(c) Amendment No. 2 to the Second Amended and
Restated Master Trust Agreement is incorporated by
reference to Registrants Post-Effective Amendment No. 18
as filed on February 28, 1995
(d) Amendment No. 3 to the Second Amended and
Restated Master Trust Agreement is incorporated by
reference to Registrants Post-Effective Amendment No. 18
as filed on February 28, 1995
(2) Registrant's By-Laws are incorporated by
reference
to the Registration Statement.
(3) Not Applicable.
(4) (a) Specimen Share Certificate for the Income Fund
is incorporated by reference to the Registration
Statement.
(b) Specimen Share Certificate for Class A and B
shares of Growth and Income is incorporated by reference
to Registrations Post-Effective Amendment No. 12 as filed
on October 20,1992.
(5) (a) Investment Advisory Agreements between the
Registrant and Smith Barney Strategy Advisers Inc. dated
June 16, 1994 and July 27, 1994 are incorporated by
reference to the Registrants Post-Effective Amendment No.
18 as filed on February 28, 1995
(b) Sub-Investment Advisory Agreement between
the Registrant, Smith Barney Strategy Advisers, Inc. and
the Boston Company Advisers, Inc. dated June 16, 1994 and
July 27, 1994 are incorporated by reference to
Registrants
Post-Effective Amendment No. 18 as filed on February 28,
1995
(6) Distribution Agreement between the Registrant and
Smith Barney Inc. is incorporated by reference to the
PostEffective Amendment No. 15 to the Registration
Statement as filed on July 30, 1993.
(7) Not Applicable.
(8) Custodian Agreement between the Registrant and PNC
Bank, National Association ("PNC Bank") will be filed by
amendment
(9) (a) Transfer Agency Agreement dated August 2, 1993
between the Registrant and First Data Investors Services
Group (formerly The Shareholder Services Group, Inc.) is
incorporated by reference to Post-Effective Amendment No.
15 to the Registration Statement.
(b) Administration Agreement dated April 21, 1994
between the Registrant and Smith Barney Mutual Funds
Management Inc.(formerly Smith, Barney Advisers, Inc.) is
incorporated by reference to Post-Effective Amendment No.
18 to the Registration Statement.
(c) Sub-Administration Agreement dated April 21, 1994
between the Registrant, SBMFM and The Boston Company
Advisors, Inc. are incorporated by reference to the Post
Effective Amendment No. 18 to the Registration Statement.
(10) Not Applicable
(11) Not Applicable.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15) Services and Distribution Plans pursuant to Rule
12b1 between the Registrant on behalf of Smith Barney
Telecommunications Growth Fund is incorporated by
reference to Post-Effective Amendment No. 18 to the
Registration Statement. Services. and Distribution Plan
pursuant to Rule 12b-1 between Registrant on behalf of
Smith Barney Telecommunications Income Fund is
incorporated by reference to Post-Effective Amendment No.
16 to the Registration Statement.
(16) Performance Data for Registrant is incorporated by
reference to Post-Effective Amendments No. 5 to the
Registration Statement as filed on May 1, 1988
(17) Financial Data Schedule pursuant to Rule 483 of the
Securities Act of 1933 is incorporated by reference to
PostEffective Amendment No. 18 to the Registration
Statement.
(18) Plan pursuant to Rule 18f-3 is filed herein.
Item 25 Persons Controlled by or Under Common Control
with Registrant
None.
Item 26 Number of Holders of Securities
(2)
(1)
Number of Record
Holders by Class
Title of Class as of
September 30, 1995
Shares of beneficial interest, $.001 par value
Income Funds Class A: 1,955
Shares of beneficial interest, $.001 par value
Growth Funds Class A: 7,609
Class B: 22,262
Class C: 134
Item 27 Indemnification
The response to this item is incorporated by
reference to Registrant's Pre-Effective Amendment No. 1
to the Registration Statement.
Item 28(a) Business and Other Connections of
Investment Adviser
Investment Adviser - - Smith Barney Mutual Funds
Management Inc. ("SBMFM") SBMFM, formerly known as Smith,
Barney Advisers, Inc. SBMFM was incorporated in December
1968 under the laws of the State of Delaware. SBMFM is
a wholly owned subsidiary of Smith Barney Holdings Inc.
("Holdings") (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 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 Holdings, which is in
turn a wholly owned subsidiary of Travelers.
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 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.
Item 28(a) Business and Other Connections of
Investment Adviser
Investment Adviser - Smith Barney Strategy Advisers
Inc. ("Strategy Advisers")
Strategy Advisers was incorporated on October 22, 1986
under the laws of the State of Delaware. On June 1, 1994,
Strategy Advisers changed its name from Smith Barney
Strategy Advisers Inc. to its current name. Strategy
Advisers is a wholly owned subsidiary of SBMFM. Strategy
Advisers is registered as an investment adviser
under the Investment Advisers Act of 1940 (the "Advisers
Act"). Strategy Advisers is also registered with the
Commodity Futures Trading Commission (the "CFTC") as a
commodity pool operator under the Commodity Exchange
Act (the "CEA"), and is a member of the National
Futures Association (the "NFA").
The list required by this Item 28 of officers and
directors of SBMFM and Strategy Advisers, 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, in incorporated by reference to
Schedules A and D of FORM ADV filed by SBMFM on
behalf of Strategy Advisers pursuant to the Advisers Act
(SEC File No. 8018314).
Prior to the Close of business on July 30, 1993 (the
"Closing"), Shearson Lehman Investment Strategy
Advisors Inc. ("Shearson Lehman Strategy Advisors"), was
a wholly owned subsidiary of Shearson Lehman Brothers
and served as the Registrant's investment adviser. On the
Closing, Travelers and Smith Barney 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.
Information as to any past business vocation or
employment of a substantial nature engaged in by
officers and directors of Shearson Lehman Investment
Strategy Advisors can be located in Schedules A and D of
FORM ADV filed by Shearson Lehman Investment Strategy
Advisors prior to July 30, 1993 (SEC File No. 801-28715).
Item 28(b) Business and Other Connections of Sub
Investment Adviser
Sub-Investment Adviser - The Boston Company Advisors,
Inc.. ("Boston Advisors")
Boston Advisors is a wholly owned subsidiary of The
Boston Company, Inc., which is in turn a wholly owned
subsidiary of Mellon Bank Corporation (Mellon). Mellon
is a publicly owned multibank holding company registered
under the Federal Bank Holding Company Act of 1956 and
through its
subsidiaries Mellon provides a comprehensive range of
financial products and services in domestic and selected
international markets. Boston Advisors is an investment
adviser registered; under the Advisers Act and serves as
investment counsel for individuals with substantial
capital, executors, trustees and institutions. It also
serves as investment adviser, sub-investment adviser,
administrator or sub-administrator to numerous investment
companies.
The list required by this Item 28 of officers and
directors of Boston Advisers, 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 Boston Advisors pursuant to the
Advisers Act (SEC File No. 801-14158).
Item 29. Principal Underwriters
Smith Barney Inc. ("Smith Barney") also acts as principal
underwriter for Smith Barney Money Funds, Inc.; Smith
Barney Muni Funds; Smith Barney Funds, Inc., Smith Barney
Variable Account Funds; Smith Barney Intermediate
Municipal Fund, Inc., Smith Barney Municipal Fund, Inc.,
High Income Opportunity Fund Inc., Smith Barney/Travelers
Series Fund Inc., Smith Barney World Funds, Inc.,
Greenwich Street California Municipal Fund Inc., The
Inefficient Fund, Inc., Smith Barney Adjustable Rate
Government Income Fund, Smith Barney Equity Funds, Smith
Barney Income Funds, Smith Barney Massachusetts Municipals
Fund, Zenix Income Fund Inc., Smith Barney Arizona
Municipals Fund Inc., Smith Barney Principal Return Fund,
Municipal High Income Fund Inc., The Trust for TRAK
Investments, Smith Barney Series Fund, Smith Barney Income
Trust, Smith Barney Oregon Municipals Fund Inc., Smith
Barney Municipal Money Market Fund, Inc., Smith Barney
Aggressive Growth Fund Inc., Smith Barney Appreciation
Fund Inc., Smith Barney California Municipals Fund Inc.,
Smith Barney Fundamental Value Fund Inc., Smith Barney
Managed Governments Fund Inc., Smith Barney Managed
Municipals Fund Inc., Smith Barney New York Municipals
Fund Inc., Smith Barney New Jersey Municipals Fund Inc.,
Smith Barney Precious Metals and Minerals Fund Inc., Smith
Barney Investment Funds Inc., Smith Barney FMA Trust,
The Italy Fund Inc., Smith Barney Telecommunications
Trust, Managed Municipals Portfolio Inc., Managed
Municipals Portfolio II Inc., Smith Barney Florida
Municipal Fund, Managed High Income Portfolio Inc. 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 Telecommunications Trust
388 Greenwich Street
New York, New York 10013
(3) Smith Barney Mutual Funds Management Inc.
388 Greenwich Street
New York, New York 10013
(4) The Boston Company Advisors,
Inc. One Boston Place
Boston, Massachusetts 02155
(5) PNC Bank, National Association
17th and Chestnut Streets
Philadelphia, PA 19103
(6) First Data Investor Services
Group One Exchange Place
Boston, Massachusetts 02109
Item 31 Management Services
Not Applicable.
Item 32 Undertakings
None
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
TELECOMMUNICATIONS TRUST, 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 26th day
of December, 1995.
SMITH BARNEY TELECOMMUNICATIONS
TRUST
By: /s/ Heath B. McLendon*
Heath B. McLendon, Chairman of
the Board
Pursuant to the requirements of the Securities Act
of 1933, as amended, this Post-Effective 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
12/26/95
Heath B. McLendon (Chief Executive
Officer)
/s/ Lewis E. Daidone Senior Vice
President and 12/26/95
Lewis E. Daidone Treasurer
(Chief Financial
and
Accounting Officer)
/s/Paul R. Ades* Trustee
12/26/95
Paul R. Ades
/s/Herbert Barg* Trustee
12/26/95
Herbert Barg
/s/Alger B. Chapman* Trustee
12/26/95
Alger B. Chapman
/s/Dwight B. Crane* Trustee
12/26/95
Dwight B. Crane
/s/Frank G. Hubbard* Trustee
12/26/95
Frank G. Hubbard
/s/Allan Johnson* Trustee
12/26/95
Allan Johnson
/s/Ken Miller* Trustee
12/26/95
Ken Miller
/s/John F. White* Trustee
12/26/95
John F. White
* Signed by Lee. D. Augsburger, their duly
authorized attorney-in-fact, pursuant to power of attorney
dated October 20, 1993.
/s/ Lee D. Augsburger
Lee D. Augsburger
EXHIBITS
Exhibit No. Description of
Exhibits
18 Plan pursuant to Rule
18f-
3
Cover Letter to SEC
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 frontend 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 subaccount 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 Florida Municipals 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 Income Trust -
Smith Barney Limited Maturity Municipals
Fund Smith Barney Limited Maturity Treasury
Fund 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 Portfolio
California Limited Portfolio
California Money Market Portfolio
Florida Portfolio
Florida Limited Portfolio
Georgia Portfolio
Limited Term Portfolio
National Portfolio
New Jersey Portfolio
New York Portfolio
New York Money Market Portfolio
Ohio Portfolio
Pennsylvania Portfolio
Smith Barney New Jersey Municipals Fund
Inc. Smith Barney New York Municipals Fund
Inc. Smith Barney Oregon Municipals Fund
Smith Barney Precious Metals and Minerals 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
