SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 24f-2 NOTICE
FOR
SMITH BARNEY SHEARSON INCOME FUNDS
(Name of Registrant)
Two World Trade Center, New York, New York 10048
(Address of principal executive offices)
Premium Total Return Fund
Utilities Fund
Diversified Strategic Income Fund
Tax-Exempt Income Fund
Money Market Fund
Convertible Fund
Global Bond Fund
High Income Fund
All Shares of Beneficial Interest, Par Value $.001 per
share
(Title of securities with respect to which Notice is filed)
File No. 811-4254
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, as amended, other than
pursuant to Rule 24f-2 but which remained unsold at the beginning of such
fiscal year:
Premium Total Return Fund - None
Diversified Strategic Income Fund - None
Money Market Fund - 354,993,451*
Global Bond Fund - 304,796 **
Utilities Fund - None
Tax-Exempt Income Fund - None
Convertible Fund - 2,360,427***
High Income Fund - None
*81,924,032 shares are being used to reduce the registration fee leaving
273,069,419 shares unsold.
** 304,796 shares are being used to reduce the registration fee leaving 0
shares unsold.
*** 714,570 shares are being used to reduce the registration fee leaving
1,645,857 shares unsold.
(iii) Number and amount of securities, if any, registered during such
fiscal year other than
pursuant to Rule 24f-2:
None
(iv) Number and amount of securities sold during such fiscal year*:
Premium Total Return Fund
37,140,154 shares
$590,372,121
Diversified Strategic Income Fund
105,321,045 shares
$878,266,810
Money Market Fund
631,604,784 shares
$631,604,784
Global Bond Fund
6,885,410 shares
$109,265,551
Utilities Fund
20,673,979 shares
$317,416,300
Tax-Exempt Income Fund
10,575,910 shares
$190,992,373
Convertible Fund
1,804,138 shares
$27,285,889
High Income Fund
21,125,498 shares
$250,872,858
(v). Number and amount of securities sold during such fiscal year in
reliance upon registration pursuant to Rule 24f-2*:
(1) Premium Total Return Fund
37,140,154 shares
$590,372,121
(2) Diversified Strategic Income Fund
105,321,045 shares
$878,266,810
(3) Money Market Fund
549,680,752 shares
$549,680,752
(4) Global Bond Fund
6,580,614 shares
$104,428,438
(5) Utilities Fund
20,673,979 shares
$317,416,300
(6) Tax-Exempt Income Fund
10,575,910 shares
$190,992,373
(7) Convertible Fund
1,089,568 shares
$16,481,591
(8) High Income Fund
21,125,498 shares
$250,872,858
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: September 28, 1994
SMITH BARNEY SHEARSON
INCOME FUNDS
By /s/ Christina
Haage
Christina Haage, Assistant Treasurer
__________________________________________________________________
* Excludes shares issued upon reinvestment of dividends.
(1) The actual aggregate sales price for which such securities were
sold was $590,372,121. During the fiscal year ended July 31, 1994 the actual
aggregate redemption price of securities of the same class redeemed by the
Registrant was $182,156,449. No portion of such redemption price has been
applied by the Registrant pursuant to Rule 24e-2(a) in a filing 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 the securities
sold is calculated as follows: $590,372,121 - $182,156,449 = $408,215,672 x
$.00034483 = $140,765.01.
(2) The actual aggregate sales price for which such securities were
sold was $878,266,810. During the fiscal year ended July 31, 1994 the actual
aggregate redemption price of securities of the same class redeemed by the
Registrant was $407,074,574. No portion of such redemption price has been
applied by the Registrant pursuant to Rule 24e-2(a) in a filing 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 the securities
sold is calculated as follows: $878,266,810 - $407,074,574 = $471,192,236 x
$.00034483 = $162,481.22.
(3) The actual aggregate sales price for which such securities were
sold was $631,604,784. During the fiscal year ended July 31, 1994 the actual
aggregate redemption price of securities of the same class redeemed by the
Registrant was $549,680,752. $81,924,032 has been applied by the Registrant
pursuant to Rule 24e-2(a) in a filing 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 the securities sold is calculated as
follows: $631,604,784 - ($549,680,752 + $81,924,032)= $0 x $.00034483 = $0.
(4) The actual aggregate sales price for which such securities were
sold was $109,251,704. During the fiscal year ended July 31, 1994 the actual
aggregate redemption price of securities of the same class redeemed by the
Registrant was $53,154,346. $4,837,113 has been applied by the Registrant
pursuant to Rule 24e-2(a) in a filing 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 the securities sold is calculated as
follows: $109,265,551 - ($53,442,090 + $4,837,113) = 50,986,348 x $.00034483
= $17,581.62.
(5) The actual aggregate sales price for which such securities were
sold was $317,416,300. During the fiscal year ended July 31, 1994 the actual
aggregate redemption price of securities of the same class redeemed by the
Registrant was $1,006,685,681. No portion of such redemption price has been
applied by the Registrant pursuant to Rule 24e-2(a) in a filing 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 the securities
sold is calculated as follows: $317,416,300 - $1,006,685,681 = (689,269,381)
x $.00034483 = $0.
(6) The actual aggregate sales price for which such securities were
sold was $190,992,373. During the fiscal year ended July 31, 1994 the actual
aggregate redemption price of securities of the same class redeemed by the
Registrant was $202,475,512. No portion of such redemption price has been
applied by the Registrant pursuant to Rule 24e-2(a) in a filing 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 the securities
sold is calculated as follows: $190,992,373 - $202,475,512 = (11,483,139) x
$.00034483 = $0.
(7) The actual aggregate sales price for which such securities were
sold was $27,285,889. During the fiscal year ended July 31, 1994 the actual
aggregate redemption price of securities of the same class redeemed by the
Registrant was $16,481,591. $10,804,298 has been applied by the Registrant
pursuant to Rule 24e-2(a) in a filing 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 the securities sold is calculated as
follows: $27,285,889 - ($16,481,591 + $10,804,298) = 0 x $.00034483 = $0.
(8) The actual aggregate sales price for which such securities were
sold was $250,125,498. During the fiscal year ended July 31, 1994 the actual
aggregate redemption price of securities of the same class redeemed by the
Registrant was $205,199,119. No portion of such redemption price has been
applied by the Registrant pursuant to Rule 24e-2(a) in a filing 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 the securities
sold is calculated as follows: $250,125,498 - $205,199,119 = 44,926,379 x
$.00034483 = $15,491.96.
shearsn2/income/24f-294b.doc
September 29, 1994
Smith Barney Shearson Income Funds
Two World Trade Center
New York, New York 10048
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney Shearson Income Funds, a
Massachusetts business trust (the "Trust"),of a Notice (the "Notice") pursuant
Rule 24f-2 under the Investment Company Act of 1940, as amended (the "1940
Act"), for the Trust's fiscal year ended July 31, 1994 of various fund series
of the Trust (collectively, the "Funds"), you have requested that the
undersigned provide the legal opinion required by that Rule.
In accordance with Rule 24f-2, the Trust has registered an indefinite
number of shares of beneficial interest, $.001 par value, per share, under the
Securities Act of 1933, as amended, (the "1933 Act"). The purpose of the
Notice is to make definite the registration of the following shares of the
Funds, set forth below (collectively, the "Shares") sold in reliance upon the
Rule during the fiscal year ended July 31, 1994.
Funds
Premium Total Return Fund 37,140,154 shares
Diversified Strategic Income Fund 105,321,045 shares
Money Market Fund 549,680,752 shares
Global Bond Fund 6,580,614 shares
Utilities Fund 20,673,979 shares
Tax-Exempt Income Fund 10,575,910 shares
Convertible Fund 1,089,568 shares
High Income Fund 21,125,498 shares
Smith Barney Shearson Income Funds
September 29, 1994
Page Two
The undersigned is General Counsel of The Boston Company Advisors, Inc.,
the Trust's sub-administrator, and in such capacity, from time to time and
for certain purposes, acts as counsel to the Trust. I have examined copies of
the Trust's Master Trust Agreement, its By-Laws, votes adopted by its Board of
Trustees, and such other records and documents as I have deemed necessary for
purposes of this opinion. Furthermore, I have examined a Certificate of the
Treasurer of the Trust to the effect that the Trust received the cash
consideration for each of the Shares in accordance with the aforementioned
charter documents and votes.
On the basis of the foregoing, and assuming all of the Shares were sold
in accordance with the terms of the Funds' Prospectuses 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 1933 Act, the 1940 Act or applicable
State "blue sky" laws in connection with the sales of the Shares.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Trust's Master Trust Agreement provides that if a shareholder of
any series of the Trust is charged or held personally liable solely by reason
of being or having been a shareholder, the shareholder shall be entitled out
of the assets of said series to be held harmless from and indemnified against
all loss and expense arising from such liability. Thus, the risk of
shareholder liability is limited to circumstances in which that series itself
would be unable to meet its obligations.
Very truly yours,
/s/ Francis J. McNamara, III
Francis J. McNamara, III
General Counsel
shearsn2/income/24f2op.doc
