SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
SMITH BARNEY SHEARSON MANAGED GOVERNMENTS FUND INC.
(Name of Registrant)
Two World Trade Center, New York, New York 10048
(Address of principal executive offices)
Common Stock, $.001 par value
(Title of securities with respect to which Notice is filed)
File Nos. 2-91948 and 811-4061
The following information is required pursuant to Rule 24f-2(b) (1):
(i). Period for which Notice is filed:
August 1, 1993 to July 31, 1994
(ii). Number or amount of securities of the same class or series
which had been registered under the Securities Act of 1933 other
than pursuant to Rule 24f-2 but which remained unsold at
the beginning of such fiscal year:
86,729,544
(iii). Number or amount of securities, if any, registered during
such fiscal year other than pursuant to Rule 24f-2:
3,346,658
(iv). Number and amount of securities sold during such fiscal year
(excludes shares issued upon reinvestment of dividends and seed
money shares)
$55,425,128
4,195,257
(v). Number and amount of securities sold during such fiscal year in
reliance upon registration pursuant to Rule 24f-2 (excludes shares issued
upon reinvestment of dividends):
$55,425,128
4,195,257
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: September 30, 1994
SMITH BARNEY SHEARSON
MANAGED GOVERNMENTS FUND INC.
By
Christina Haage, Assistant
Treasurer
(1) The actual aggregate sales price for which such securities
were sold was $55,425,128. During the fiscal year ended July 31,
1994, the actual aggregate redemption price of securities of Class
A, B and D shares redeemed by the Registrant was $(212,646,314).
No portion of such redemption price has been applied by the
Registrant pursuant to Rule 24e-2(a) in filings made pursuant to
Section 24(e) (1) of the Investment Company Act of 1940, as
amended. Pursuant to Rule 24f-2(c), the registration fee with
respect to securities sold is calculated as follows: $55,425,128 -
$212,646,314 = $(157,221,186) x $.00034483 = $0. Therefore,
no registration fee is necessary.
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September 30, 1994
Smith Barney Shearson Managed Governments Fund Inc.
Two World Trade Center
New York, New York 10048
RE: Rule 24f-2 Notice
Dear Sir or Madam:
In connection with the filing by Smith Barney Shearson Managed
Governments Fund Inc., a Maryland corporation (the "Fund"), of a Notice
(the "Notice") pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended (the "1940 Act"), for the Fund's fiscal year ended July
31, 1994, you have requested that the undersigned provide the legal opinion
required by that Rule.
In accordance with Rule 24f-2, the Fund has registered an indefinite
number of shares of common stock interest, $.001 par value per share, under
the Securities Act of 1933, as amended. The purpose of the Notice is to
make definite the registration of 4,195,257 shares of the Fund (the
"Shares") sold in reliance upon the Rule during the fiscal year ended July
31, 1994.
The undersigned is First Vice President and Deputy General Counsel of
Mutual Management Corp., the Fund's investment adviser, and in such
capacity, from time to time and for certain purposes, acts as counsel to
the Fund. I have examined copies of the Fund's Articles of Incorporation,
its By-Laws, resolutions adopted by its Board of Directors and such other
records and documents as I have deemed necessary for purposes of this
opinion. Furthermore, I have examined a Certificate of the Assistant
Treasurer of the Fund to the effect that the Fund received the cash
consideration for each of the Shares in accordance with the aforementioned
charter documents and votes.
Smith Barney Shearson Managed Governments Fund Inc.
September 30, 1994
Page Two
On the basis of the foregoing, and assuming all of the Shares were
sold in accordance with the terms of the Fund's Prospectus in effect at the
time of sale, I am of the opinion that the Shares have been duly authorized
and validly issued and are fully paid and non-assessable. This opinion is
for the limited purposes expressed above and should not be deemed to be an
expression of opinion as to compliance with the Securities Act of 1933, as
amended, the 1940 Act or applicable State "blue sky" laws in connection
with the sales of the Shares.
Very truly yours,
/s/ Lee D. Augsburger
Lee D. Augsburger
First Vice President and
Deputy General Counsel
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