September 26, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for the Smith Barney Income Funds (the
"Trust")
File No. 811-4254
Dear Sirs:
Enclosed for filing pursuant to Rule 24f-2 on behalf of the Smith
Barney Income Funds are the following:
1. One copy of the Trust's Rule 24f-2 Notice for its fiscal
year ended July 31, 1995;
2. One copy of the legal opinion with respect to the Trust's
shares, the registration of which is made definite
pursuant to the above-mentioned Notice.
3. Pursuant to Rule 24f-2 (c), a registration fee in the
amount of $72,358.45 was electronically wired on
September 28, 1995.
If there are any questions regarding this filing, please contact
the undersigned at (212) 816-6550. Please return an electronic
transmittal as evidence of your receipt of this filing.
Very truly yours,
Thomas M. Reynolds
Controller
Enclosures
cc: Christina Sydor
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 24f-2 NOTICE
FOR
SMITH BARNEY INCOME FUNDS
(Name of Registrant)
388 Greenwich Street, New York, NY 10013
(Address of principal executive offices)
Premium Total Return
Utilities Fund
Diversified Strategic Income Fund
Tax-Exempt Income Fund
Exchange Reserve Fund
Convertible 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, 1994 to July 31, 1995
(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 None
Utilities Fund None
Diversified Strategic Income Fund None
Tax-Exempt Income Fund None
Exchange Reserve Fund 273,069,419
Convertible Fund 1,645,857
High Income Fund None
(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
51,771,853 shares
$809,725,275
Utilities Fund
21,879,401 shares
$281,385,409
Diversified Strategic Income Fund
56,747,040 shares
$434,771,060
Tax-Exempt Income Fund
18,115,009 shares
$308,956,540
Exchange Reserve Fund
394,980,861 shares
$394,980,881
Convertible Fund
2,682,296 shares
$38,989,009
High Income Fund
26,758,899 shares
$285,162,914
(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
51,771,853 shares
$809,725,275
(2)Utilities Fund
21,879,401 shares
$281,385,409
(3)Diversified Strategic Income Fund
56,747,040 shares
$434,771,060
(4)Tax-Exempt Income Fund
18,115,009 shares
$308,956,540
(5)Exchange Reserve Fund
394,980,881 shares
$394,980,881
(6)Convertible Fund
2,682,296 shares
$38,989,009
(7)High Income Fund
26,758,899 shares
$285,162,914
An opinion of counsel with respect to the legality of the above
shares accompanies this Notice.
DATED: September 26, 1995
SMITH BARNEY INCOME FUNDS
By
Lewis E. Daidone,
Treasurer
* Excludes shares issued upon reinvestment of dividends.
(1) The actual aggregate sales price for which such
securities were sold was $809,725,275. During the fiscal ended
July 31, 1995 the actual aggregate redemption price of securities
of the same class redeemed by the Registrant was $633,759,102.
No portion of such redemption price has been applied by the
Registrant pursuant to Rule 24f-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:
($809,725,275 - $633,759,102) x $.00034483 = $60,678.42..
(2) The actual aggregate sales price for which such
securities were sold was $281,385,409. During the fiscal ended
July 31, 1995 the actual aggregate redemption price of securities
of the same class redeemed by the Registrant was $580,475,140.
No portion of such redemption price has been applied by the
Registrant pursuant to Rule 24f-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:
($281,385,409 - $580,475,140) x $.00034483 = $0.
(3) The actual aggregate sales price for which such
securities were sold was $434,771,060. During the fiscal ended
July 31, 1995 the actual aggregate redemption price of securities
of the same class redeemed by the Registrant was $568,365,595.
No portion of such redemption price has been applied by the
Registrant pursuant to Rule 24f-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:
($434,771,060 - $568,365,595) x $.00034483 = $0.
(4) The actual aggregate sales price for which such
securities were sold was $308,956,540. During the fiscal ended
July 31, 1995 the actual aggregate redemption price of securities
of the same class redeemed by the Registrant was $451,067,162.
No portion of such redemption price has been applied by the
Registrant pursuant to Rule 24f-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:
($308,956,540 - $451,067,162) x $.00034483 = $0.
(5) The actual aggregate sales price for which such
securities were sold was $394,980,881. During the fiscal ended
July 31, 1995 the actual aggregate redemption price of securities
of the same class redeemed by the Registrant was $491,181,738.
No portion of such redemption price has been applied by the
Registrant pursuant to Rule 24f-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:
($394,980,881 - $491,181,738) x $.00034483 = $0.
(6) The actual aggregate sales price for which such
securities were sold was $38,989,009. During the fiscal ended
July 31, 1995 the actual aggregate redemption price of securities
of the same class redeemed by the Registrant was $52,325,213. No
portion of such redemption price has been applied by the
Registrant pursuant to Rule 24f-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:
($38,989,009 - $52,325,213) x $.00034483 = $0.
(7) The actual aggregate sales price for which such
securities were sold was $285,162,914. During the fiscal ended
July 31, 1995 the actual aggregate redemption price of securities
of the same class redeemed by the Registrant was $251,291,059.
No portion of such redemption price has been applied by the
Registrant pursuant to Rule 24f-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:
($285,162,914 - $251,291,059) x $.00034483 = $11,680.03.
September 26, 1995
Smith Barney Income Funds
388 Greenwich Street
New York, NY 10013
Dear Sirs:
In connection with the proposed filing of a notice pursuant to
Rule 24f-2 under the Investment Company Act of 1940 with respect
to 572,935,379 shares (the "Shares") of beneficial interest, par
value $0.001 per share of the Smith Barney Income Funds, a
Massachusetts business trust (the "Trust"), comprised of
51,771,853 shares of the Premium Total Return class, 21,879,401
shares of the Utilities Fund class, 56,747,040 shares of the
Diversified Strategic Income Fund class, 18,115,009 shares of the
Tax-Exempt Income Fund class, 394,980,881 shares of the Exchange
Reserve Fund class, 2,682,296 shares of the Convertible Fund
class, 26,758,899 shares of the High Income Fund class, I, as
general counsel to Smith Barney Mutual Funds Management, Inc.,
the Trust's investment manager, have examined such Trust records,
certificates and other documents, and such questions of law, as I
have considered necessary or appropriate for the purpose of this
opinion.
Upon the basis of such examination, I advise you that, in my
opinion, the Shares were validly issued, fully paid and
nonassessable by the Trust.
Also, I have relied as to certain matters on information from
public officials, officers of the Trust and other sources
believed by me to be responsible.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the Trust's
notice referred to above. In giving such consent, I do not
thereby admit that I am in the category of persons whose consent
is required under Section 7 of the Securities Act of 1933.
Very truly yours,
Christina T. Sydor
