<PAGE>1
As filed with the Securities and Exchange Commission
on October 26, 1995
Registration No. 33-62019
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
[X] Pre-Effective Amendment No. 1 [ ] Post-Effective Amendment No.
Smith Barney Muni Funds
(Exact Name of Registrant as Specified in Charter)
Area Code and Telephone Number: (212) 816-6474
388 Greenwich Street, New York, New York 10013
(Address of Principal Executive Offices) (Zip code)
Christina T. Sydor, Esq.
Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
(Name and Address of Agent for Service)
copies to:
John E. Baumgartner, Jr., Esq. Burton M. Leibert, Esq.
Sullivan & Cromwell Willkie Farr & Gallagher
125 Broad Street One Citicorp Center
New York, New York 10004 153 East 53rd Street
New York, New York 10022
Approximate date of proposed public offering: As soon as possible after the
effective date of this Registration Statement.
<PAGE>2
Registrant has registered an indefinite amount of securities pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended; accordingly, no
fee is payable herewith. Registrant's Rule 24f-2 Notice for the fiscal period
ended March 31, 1995 was electronically filed with the Securities and Exchange
Commission on May 26, 1995.
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
<PAGE>3
SMITH BARNEY MUNI FUNDS
CONTENTS OF
REGISTRATION STATEMENT
This Registration Statement contains the following pages and documents:
Front Cover
Contents Page
Cross Reference Sheet
Letter to Shareholders
Notice of Special Meeting
Part A - Prospectus/Proxy Statement
Part B - Statement of Additional Information
Part C - Other Information
Signature Page
Exhibits
<PAGE>4
SMITH BARNEY MUNI FUNDS
FORM N-14 CROSS REFERENCE SHEET
Pursuant to Rule 481(a) under the Securities Act of 1933, as amended
Prospectus/Proxy
Part A Item No. and Caption Statement Caption
Item 1. Beginning of Cover Page; Cross Reference
Registration Sheet
Statement and
Outside Front Cover
Page of Prospectus
Item 2. Beginning and Table of Contents
Outside Back Cover
Page of Prospectus
Item 3. Fee Table, Synopsis Fee Table; Summary; Risk
Information, and Factors; Comparison of
Risk Factors Investment Objectives
and Policies
Item 4. Information About Summary; Reasons for the
the Transaction Reorganization; Information
About the Reorganization;
Information on Shareholders'
Rights; Exhibit A (Agreement
and Plan of Reorganization)
Item 5. Information About Cover Page; Summary;
the Registrant Information About the
Reorganization; Comparison of
Investment Objectives and
Policies; Information on
Shareholders' Rights;
Information About the
Acquiring Fund; Additional
Information About Smith Barney
Florida Municipals Fund and
Smith Barney Muni Funds;
Prospectus of Smith Barney
Muni Funds -- Florida
Portfolio dated July 31, 1995,
as supplemented by a
Prospectus Supplement dated
October 2, 1995.
<PAGE>5
Item 6. Information About Summary; Information About the
the Company Being Reorganization; Comparison of
Acquired Investment Objectives and
Policies; Information on
Shareholders' Rights;
Information About the Acquired
Fund; Additional Information
About Smith Barney Florida
Municipals Fund and Smith
Barney Muni Funds
Item 7. Voting Information Summary; Information About the
Reorganization; Information on
Shareholders' Rights; Voting
Information
Item 8. Interest of Certain Financial Statements and
Persons and Experts Experts; Legal Matters
Item 9. Additional Not Applicable
Information Required
for Reoffering By
Persons Deemed to be
Underwriters
Statement of Additional
Part B Item No. and Caption Information Caption
Item 10. Cover Page Cover Page
Item 11. Table of Contents Cover Page
Item 12. Additional Cover Page; Statement of
Information About Additional Information of
the Registrant Smith Barney Muni Funds dated
July 31, 1995
Item 13. Additional Not Applicable
Information About
the Company Being
Acquired
<PAGE>6
Item 14. Financial Statements Annual Report of Smith Barney
Muni Funds -- Florida
Portfolio; Annual Report of
Smith Barney Florida
Municipals Fund Inc.; Semi-
Annual Report of Smith Barney
Florida Municipals Fund; Pro
Forma Financial Statements
Part C Item No. and Caption Other Information Caption
Item 15. Indemnification Incorporated by reference to
Part A caption "Information on
Shareholders' Rights --
Liability of Trustees"
Item 16. Exhibits Exhibits
Item 17. Undertakings Undertakings
<PAGE>7
[Smith Barney Letterhead]
A SPECIAL NOTICE TO SHAREHOLDERS OF
SMITH BARNEY FLORIDA MUNICIPALS FUND
Your Vote is Important
Dear Shareholder:
The Board of Trustees of Smith Barney Florida Municipals Fund ("Florida Fund")
has recently reviewed and unanimously endorsed a proposal for a reorganization
of Florida Fund which it judges to be in the best interests of Florida Fund's
shareholders.
UNDER THE TERMS OF THE PROPOSAL, SMITH BARNEY MUNI FUNDS, ON BEHALF OF ITS
FLORIDA PORTFOLIO ("FLORIDA PORTFOLIO") WOULD ACQUIRE ALL OR SUBSTANTIALLY ALL
OF THE ASSETS AND LIABILITIES OF FLORIDA FUND. After the transaction, Florida
Fund will be liquidated and you will become a shareholder of Florida Portfolio
having received shares with an aggregate value equivalent to the aggregate net
asset value of your investment in Florida Fund at the time of the transaction.
No sales charge will be imposed in the transaction. The transaction will, in
the opinion of counsel, be free from federal income taxes to you, Florida Fund
and Florida Portfolio, and it is intended that the combined fund will be
managed by the same portfolio manager who currently manages Florida Portfolio.
The Board of Trustees of Florida Fund has determined that it is advantageous
to combine Florida Fund with Florida Portfolio as part of the consolidation
and integration of the two separate and distinct groups of mutual funds
currently distributed by Smith Barney Inc. that resulted from the acquisition
by Travelers Group Inc. (formerly Primerica Corporation) of certain assets of
Lehman Brothers Inc. (formerly Shearson Lehman Brothers Inc.), including its
retail brokerage and domestic asset management business. In particular, the
combination of Florida Fund and Florida Portfolio is expected to eliminate
investor confusion associated with the offering by Smith Barney Inc. of two
similar Florida municipal bond funds that provide differing yields and also
should permit the funds' investment personnel to concentrate their efforts on
the management of one fund rather than having to divide their attention
between two funds with similar investment objectives.
In addition, the Board of Trustees of Florida Fund has determined that the
proposed reorganization should provide benefits to Class A, Class B and Class
C shareholders of Florida Fund due, in part, to savings in expenses borne by
such shareholders. Specifically, it is anticipated that the expense ratio for
Class A, Class B and Class C shares of the combined fund would be lower than
the expense ratio currently applicable to Class A, Class B and Class C shares
of Florida Fund.
<PAGE>8
SPECIAL MEETING OF SHAREHOLDERS: YOUR VOTE IS IMPORTANT
To consider this transaction, we have called a Special Meeting of Shareholders
to be held on November 14, 1995. WE STRONGLY INVITE YOUR PARTICIPATION BY
ASKING YOU TO REVIEW, COMPLETE AND RETURN YOUR PROXY PROMPTLY.
Detailed information about the proposed transaction is described in the
enclosed proxy statement. On behalf of the Board of Trustees, I thank you for
your participation as a shareholder and urge you to please exercise your right
to vote by completing, dating and signing the enclosed proxy card. A self-
addressed, postage-paid envelope has been enclosed for your convenience.
If you have any questions regarding the proposed transaction, please feel free
to call your Smith Barney Financial Consultant who will be pleased to assist
you.
IT IS VERY IMPORTANT THAT YOUR VOTING INSTRUCTIONS BE RECEIVED PROMPTLY.
Sincerely,
Heath B. McLendon
Chairman of the Board
October 26, 1995
<PAGE>9
SMITH BARNEY FLORIDA MUNICIPALS FUND
388 Greenwich Street
New York, New York 10013
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on November 14, 1995
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of Smith Barney Florida Municipals Fund ("Florida Fund") will be
held at 388 Greenwich Street, 26th Floor, New York, New York on November 14,
1995, commencing at 2:00 p.m. for the following purposes:
1. To approve or disapprove the Agreement and Plan of Reorganization
dated as of October 23, 1995 providing for (i) the acquisition of
all or substantially all of the assets of Florida Fund by Smith
Barney Muni Funds on behalf of its Florida Portfolio ("Florida
Portfolio") in exchange for shares of Florida Portfolio and the
assumption by Smith Barney Muni Funds on behalf of Florida Portfolio
of scheduled liabilities of Florida Fund, (ii) the distribution of
such shares of Florida Portfolio to shareholders of Florida Fund in
liquidation of Florida Fund and (iii) the subsequent termination of
Florida Fund.
2. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
The Board of Trustees of Florida Fund has fixed the close of
business on September 25, 1995 as the record date for the determination of
shareholders of Florida Fund entitled to notice of and to vote at the Meeting
and any adjournment or adjournments thereof.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE
URGED TO SIGN AND RETURN WITHOUT DELAY THE ENCLOSED PROXY CARD IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, SO THAT
THEIR SHARES MAY BE REPRESENTED AT THE MEETING. INSTRUCTIONS FOR THE PROPER
EXECUTION OF PROXY CARDS ARE SET FORTH ON THE FOLLOWING PAGE. PROXIES MAY BE
REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY THE SUBSEQUENT EXECUTION AND
SUBMISSION OF A REVISED PROXY, BY GIVING WRITTEN NOTICE OF REVOCATION TO
FLORIDA FUND AT ANY TIME BEFORE THE PROXY IS EXERCISED OR BY VOTING IN PERSON
AT THE MEETING.
<PAGE>10
By Order of the Board of Trustees
Christina T. Sydor, Esq.
Secretary
October 26, 1995
YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL HELP TO AVOID THE
EXPENSE OF FURTHER SOLICITATION.
<PAGE>11
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense involved in validating your
vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration
on the proxy card.
3. All Other Accounts: The capacity of the individual signing the
proxy card should be indicated unless it is reflected in the form of
registration. For example:
Registration Valid Signatures
Corporate Accounts
(1) ABC Corp. . . . . . . . . . . . . . . . ABC Corp.
(2) ABC Corp. . . . . . . . . . . . . . . . John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer . . . . . . . John Doe
(4) ABC Corp. Profit Sharing Plan . . . . . . John Doe, Trustee
Trust Accounts
(1) ABC Trust . . . . . . . . . . . . . . . Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 . . . . . . . . . . . . Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA . . . . . John B. Smith
(2) John B. Smith . . . . . . . . . . . . . John B. Smith, Jr., Executor
<PAGE>12
PROSPECTUS/PROXY STATEMENT DATED OCTOBER 26, 1995
Acquisition Of The Assets Of
SMITH BARNEY FLORIDA MUNICIPALS FUND
388 Greenwich Street
New York, New York 10013
(800) 224-7523
By And In Exchange For Shares Of
FLORIDA PORTFOLIO
a separate investment portfolio of
SMITH BARNEY MUNI FUNDS
388 Greenwich Street
New York, New York 10013
(800) 224-7523
This Prospectus/Proxy Statement is being furnished to shareholders
of the Smith Barney Florida Municipals Fund (the "Acquired Fund") in
connection with a proposed plan of reorganization to be submitted to
shareholders of the Acquired Fund for consideration at a Special Meeting of
Shareholders to be held on November 14, 1995 at 2:00 p.m. (the "Meeting"), at
the offices of Smith Barney Inc. ("Smith Barney") located at 388 Greenwich
Street, 26th Floor, New York, New York 10013, or any adjournment or
adjournments thereof.
The plan provides for all or substantially all of the assets of the
Acquired Fund to be acquired by Smith Barney Muni Funds, on behalf of its
Florida Portfolio (the "Acquiring Fund"), in exchange for shares of the
Acquiring Fund and the assumption by Smith Barney Muni Funds on behalf of the
Acquiring Fund of scheduled liabilities of the Acquired Fund (hereinafter
referred to as the "Reorganization"). (The Acquiring Fund and the Acquired
Fund are sometimes referred to hereinafter as the "Funds" and individually as
a "Fund.") Shares of the Acquiring Fund would be distributed to shareholders
of the Acquired Fund in liquidation of the Acquired Fund and thereafter the
Acquired Fund would be terminated. As a result of the proposed
Reorganization, each shareholder of the Acquired Fund will receive that number
of shares of the Acquiring Fund having an aggregate value equal to the
aggregate net asset value of such shareholder's shares of the Acquired Fund
immediately prior to the Reorganization. Holders of Class A shares of the
Acquired Fund will receive Class A shares of the Acquiring Fund, and no sales
charge will be imposed on the Class A shares of the Acquiring Fund received by
the Acquired Fund Class A shareholders. Holders of Class B or Class C shares
of the Acquired Fund will receive Class B or Class C shares, respectively, of
the Acquiring Fund. No contingent deferred sales charge ("CDSC") will be
imposed on Class B or Class C shares of the Acquiring Fund upon
<PAGE>13
consummation of the Reorganization. However, any CDSC which is applicable to
a shareholder's investment will continue to apply and, in calculating the
applicable CDSC payable upon the subsequent redemption of Class B or Class C
shares of the Acquiring Fund, the period during which an Acquired Fund
shareholder held Class B or Class C shares of the Acquired Fund will be
counted. This transaction is structured to be tax-free for federal income tax
purposes to shareholders and to both the Acquiring Fund and the Acquired Fund.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS/PROXY STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Acquired Fund is an open-end, non-diversified management
investment company whose investment objective is to provide investors with as
high a level of dividend income exempt from federal income taxes as is
consistent with prudent investment management and the preservation of capital.
The Acquiring Fund is a separate investment portfolio of Smith Barney Muni
Funds, an open-end, non-diversified management investment company, whose
investment objective is to pay its shareholders as high a level of income
exempt from federal income taxes as is consistent with prudent investing.
Smith Barney Mutual Funds Management Inc., 388 Greenwich Street, New
York, New York 10013 (the "Manager"), serves as investment manager to both the
Acquiring Fund and the Acquired Fund. The Manager is a wholly owned
subsidiary of Smith Barney Holdings Inc. which, in turn, is a wholly owned
subsidiary of Travelers Group Inc. It is proposed that, in connection with
the Reorganization, Peter M. Coffey, the portfolio manager who manages the
Acquiring Fund's portfolio, would manage the combined fund. Mr. Coffey, a
Managing Director of Smith Barney, has served as Vice President and Investment
Officer of the Acquiring Fund since its inception on April 2, 1991, and
manages the day-to-day operations of the Acquiring Fund, including making
substantially all investment decisions.
The investment policies of the Acquiring Fund are generally similar
to those of the Acquired Fund. Certain differences in the investment policies
of the Acquiring Fund and the Acquired Fund, however, are described under
"Comparison of Investment Objectives and Policies" in this Prospectus/Proxy
Statement.
This Prospectus/Proxy Statement, which should be retained for future
reference, sets forth concisely the information about the Acquiring Fund that
a prospective investor should know before investing. Certain relevant
documents listed below, which have
<PAGE>14
been filed with the Securities and Exchange Commission ("SEC"), are
incorporated in whole or in part by reference. A Statement of Additional
Information dated October 26, 1995, relating to this Prospectus/Proxy
Statement and the Reorganization, has been filed with the SEC and is
incorporated by reference into this Prospectus/Proxy Statement. A copy of
such Statement of Additional Information is available upon request and without
charge by writing to the Acquired Fund at the address listed on the cover page
of this Prospectus/Proxy Statement or by contacting a Smith Barney Financial
Consultant.
1. The Prospectus of Smith Barney Muni Funds -- Florida Portfolio dated
July 31, 1995, as supplemented by a Prospectus Supplement dated
October 2, 1995, is incorporated in its entirety by reference, and a
copy accompanies this Prospectus/Proxy Statement.
2. The Prospectus of Smith Barney Florida Municipals Fund dated
December 30, 1994, as supplemented by Prospectus Supplements dated
May 25, 1995, July 10, 1995, July 15, 1995, and July 20, 1995, is
incorporated in its entirety by reference.
Also accompanying this Prospectus/Proxy Statement as Exhibit A is a
copy of the Agreement and Plan of Reorganization (the "Plan") for the proposed
transaction.
<PAGE>15
TABLE OF CONTENTS
PAGE
ADDITIONAL MATERIALS . . . . . . . . . . . . . . . . . . . . . . . . . . 5
FEE TABLES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
REASONS FOR THE REORGANIZATION . . . . . . . . . . . . . . . . . . . . . 19
INFORMATION ABOUT THE REORGANIZATION . . . . . . . . . . . . . . . . . . 22
INFORMATION ABOUT THE ACQUIRING FUND . . . . . . . . . . . . . . . . . . 29
INFORMATION ABOUT THE ACQUIRED FUND . . . . . . . . . . . . . . . . . . . 36
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . 43
INFORMATION ON SHAREHOLDERS' RIGHTS . . . . . . . . . . . . . . . . . . . 51
ADDITIONAL INFORMATION ABOUT SMITH BARNEY FLORIDA MUNICIPALS FUND AND
SMITH BARNEY MUNI FUNDS . . . . . . . . . . . . . . . . . . . . . . 54
OTHER BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
VOTING INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
FINANCIAL STATEMENTS AND EXPERTS . . . . . . . . . . . . . . . . . . . . 57
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
EXHIBIT A: AGREEMENT AND PLAN OF REORGANIZATION . . . . . . . . . . . . A-1
<PAGE>16
ADDITIONAL MATERIALS
The following additional materials, which have been incorporated by
reference into the Statement of Additional Information dated October 26, 1995
relating to this Prospectus/Proxy Statement and the Reorganization, will be
sent to all shareholders requesting a copy of such Statement of Additional
Information.
1. Statement of Additional Information of Smith Barney Muni Funds dated
July 31, 1995.
2. Annual Report of Smith Barney Muni Funds -- Florida Portfolio for the
fiscal year ended March 31, 1995.
3. Annual Report of Smith Barney Florida Municipals Fund for the fiscal
year ended October 31, 1994.
4. Semi-Annual Report of Smith Barney Florida Municipals Fund for the
six-month period ended April 30, 1995.
5. Pro Forma Financial Statements.
<PAGE>17
FEE TABLES
Following are tables showing current costs and expenses of the
Acquired Fund and the Acquiring Fund and the pro forma costs and expenses
expected to be incurred by the Acquiring Fund after giving effect to the
Reorganization, each based on the maximum sales charge or maximum CDSC that
may be incurred at the time of purchase or redemption.
CLASS A SHARES
<TABLE>
<CAPTION>
Acquired Acquiring
Fund Fund Pro Forma***
<S> <C> <C> <C>
Shareholder Transaction Expenses
Maximum sales charge imposed on purchases (as a percentage
of
offering price) . . . . . . . . . . . . . . . . . . . . . 4.00% 4.00% 4.00%
Maximum CDSC (as a percentage of original cost or
redemption proceeds, whichever is lower) . . . . . . . . . None* None* None*
Annual Operating Expenses
(as a percentage of average net assets)
Management fees . . . . . . . . . . . . . . . . . . . . . 0.50%**** 0.45% 0.50%*****
12b-1 fees . . . . . . . . . . . . . . . . . . . . . . . . 0.15 0.15****** 0.15
Other expenses
after expense reimbursement)** . . . . . . . . . . . 0.28 0.09 0.08
Total Operating Expenses . . . . . . . . . . . . . . . . . . 0.98% 0.69% 0.73%
<FN>
* Purchases of Class A shares, which when combined with
current holdings of Class A shares offered with a sales
charge equal or exceed $500,000 in the aggregate, will be
made at net asset value with no sales charge, but will be
subject to a CDSC of 1.00% on redemptions made within 12
months.
** The Manager has voluntarily reimbursed the Acquired Fund
for 0.17% of its "other expenses" with respect to Class A
shares. This has the effect of lowering the Acquired
Fund's overall expenses and increasing returns otherwise
available to investors. Had the Manager not reimbursed
the Acquired Fund for such expenses, "other expenses" and
"total operating expenses" for Class A shares would have
been 0.45% and 1.15%, respectively, of the average daily
net assets of the Acquired Fund. "Other expenses" for
Class A shares of the Acquired Fund are based on expenses
for the six-month period ended April 30, 1995, for the
Acquiring Fund on expenses for the fiscal year ended March
31, 1995, and for the pro forma financial figures are
based on estimated expenses for the fiscal year ended
March 31, 1995.
*** The pro forma financial figures are intended to provide
shareholders with information about the continuing impact
of the Reorganization as if the Reorganization had taken
place as of April 1, 1994.
**** For investment advisory services, the Acquired Fund pays
the Manager a fee at the following annual rates of average
daily net assets: 0.35% up to $500 million and 0.32% in
excess of $500 million. For
<PAGE>18
administrative services rendered, the Acquired Fund pays
the Manager a fee at the following annual rates of average
daily net assets: 0.20% to $500 million and 0.18% in
excess of $500 million. Effective on November 17, 1995
(the anticipated date of the Reorganization), the Manager
has agreed to reduce the Acquired Fund's aggregate
management fee to 0.50% of the Acquired Fund's average
daily net assets.
***** Assumes approval by shareholders of the Acquiring Fund of
a proposal to increase the management fees payable by the
Acquiring Fund from 0.45% to 0.50% of the Acquiring Fund's
average daily net assets. See "Reasons for the
Reorganization."
****** 12b-1 fees for the fiscal year ended March 31, 1995 have
been restated to reflect the annualized level of 12b-1
fees currently authorized to be paid. 12b-1 fees were
instituted by the Acquiring Fund in November 1994.
</TABLE>
<PAGE>19
CLASS B SHARES
<TABLE>
<CAPTION>
Acquired Acquiring
Fund Fund Pro Forma***
<S> <C> <C> <C>
Shareholder Transaction Expenses
Maximum sales charge imposed on purchases (as a
percentage of offering price) . . . . . . . . . . . . None None None
Maximum CDSC (as a percentage of original cost or
redemption proceeds, whichever is lower) . . . . . . 4.50% 4.50% 4.50%
Annual Operating Expenses
(as a percentage of average net assets)
Management fees . . . . . . . . . . . . . . . . . . . 0.55%**** 0.45% 0.50*****
12b-1 fees* . . . . . . . . . . . . . . . . . . . . . 0.65% 0.65% 0.65%
Other expenses
(after expense reimbursement)** . . . . . . . . . 0.28 0.10 0.09
Total Operating Expenses . . . . . . . . . . . . . . . . 1.48% 1.20% 1.24%
<FN>
* Upon conversion of Class B shares to Class A shares, such
shares will no longer be subject to a distribution fee.
** The Manager has voluntarily reimbursed the Acquired Fund
for 0.17% of its "other expenses" with respect to Class B
shares. This has the effect of lowering the Acquired
Fund's overall expenses and increasing returns otherwise
available to investors. Had the Manager not reimbursed
the Acquired Fund for such expenses, "other expenses" and
"total operating expenses" for Class B shares would have
been 0.45% and 1.65%, respectively, of the average daily
net assets of the Acquired Fund. "Other expenses" for
Class B shares of the Acquired Fund are based on expenses
for the six-month period ended April 30, 1995, for the
Acquiring Fund on expenses for the fiscal year ended March
31, 1995, and for the pro forma financial figures are
based on estimated expenses for the fiscal year ended
March 31, 1995
*** The pro forma financial figures are intended to provide
shareholders with information about the continuing impact
of the Reorganization as if the Reorganization had taken
place as of April 1, 1994.
**** For investment advisory services, the Acquired Fund pays
the Manager a fee at the following annual rates of average
daily net assets: 0.35% up to $500 million and 0.32% in
excess of $500 million. For administrative services
rendered, the Acquired Fund pays the Manager a fee at the
following annual rates of average daily net assets: 0.20%
to $500 million and 0.18% in excess of $500 million.
Effective on November 17, 1995 (the anticipated date of
the Reorganization), the Manager has agreed to reduce the
Acquired Fund's aggregate management fee to 0.50% of the
Acquired Fund's average daily net assets.
***** Assumes approval by shareholders of the Acquiring Fund of
a proposal to increase the management fees payable by the
Acquiring Fund from 0.45% to 0.50% of the Acquiring Fund's
average daily net assets. See "Reasons for the
Reorganization."
</TABLE>
<PAGE>20
CLASS C SHARES
<TABLE>
<CAPTION>
Acquired Acquiring
Fund Fund Pro Forma***
<S> <C> <C> <C>
Shareholder Transaction Expenses
Maximum sales charge imposed on purchases (as a
percentage of offering price) . . . . . . . . . . . . None None None
Maximum CDSC (as a percentage of original cost or
redemption proceeds,
whichever is lower) . . . . . . . . . . . . . . . 1.00% 1.00% 1.00%
Annual Operating Expenses
(as a percentage of average net assets)
Management fees . . . . . . . . . . . . . . . . . . . 0.55%**** 0.45% 0.50%*****
12b-1 fees* . . . . . . . . . . . . . . . . . . . . . 0.70 0.70 0.70
Other expenses
(after expense reimbursement)** . . . . . . . . 0.32 0.10 0.09
Total Operating Expenses . . . . . . . . . . . . . . . . 1.57% 1.25% 1.29%
<FN>
* Class C shares do not have a conversion feature and,
therefore, are subject to an ongoing distribution fee. As
a result, long-term shareholders of Class C shares may pay
more than the economic equivalent of the maximum front-end
sales charge permitted by the National Association of
Securities Dealers, Inc.
** The Manager has voluntarily reimbursed the Acquired Fund
for 0.16% of its "other expenses" with respect to Class C
shares. This has the effect of lowering the Acquired
Fund's overall expenses and increasing returns otherwise
available to investors. Had the Manager not reimbursed
the Acquired Fund for such expenses, "other expenses" and
"total operating expenses" for Class C shares would have
been 0.48% and 1.73%, respectively, of the average daily
net assets of the Acquired Fund. "Other expenses" for
Class C shares of the Acquired Fund are based on expenses
for the six-month period ended April 30, 1995, for the
Acquiring Fund on expenses for the fiscal year ended
March 31, 1995, and for the pro forma financial figures
are based on estimated expenses for the fiscal year ended
March 31, 1995
*** The pro forma financial figures are intended to provide shareholders with
information about the continuing impact of the
Reorganization as if the Reorganization had taken place as
of April 1, 1994.
**** For investment advisory services, the Acquired Fund pays
the Manager a fee at the following annual rates of average
daily net assets: 0.35% up to $500 million and 0.32% in
excess of $500 million. For administrative services
rendered, the Acquired Fund pays the Manager a fee at the
following annual rates of average daily net assets: 0.20%
to $500 million and 0.18% in excess of $500 million.
Effective on November 17, 1995 (the anticipated date of
the Reorganization), the Manager has agreed to reduce the
Acquired Fund's aggregate management fee to 0.50% of the
Acquired Fund's average daily net assets.
<PAGE>21
***** Assumes approval by shareholders of the Acquiring Fund of a proposal to
increase the management fees payable by the Acquiring Fund
from 0.45% to 0.50% of the Acquiring Fund's average daily
net assets. See "Reasons for the Reorganization."
</TABLE>
<PAGE>22
CLASS Y SHARES
<TABLE>
<CAPTION>
Acquired Acquiring
Fund Fund Pro Forma**
<S> <C> <C> <C>
Shareholder Transaction Expenses
Maximum sales charge imposed on purchases (as a
percentage of offering price) . . . . . .
None None None
Maximum CDSC (as a percentage of original cost or
redemption proceeds, whichever is lower) . . . . . . .
None None None
Annual Operating Expenses
(as a percentage of average net assets)
Management fees . . . . . . . . . . . . . . . . . . . 0.55%*** 0.45% 0.50%****
12b-1 fees . . . . . . . . . . . . . . . . . . . . . . 0.00 0.00 0.00
Other expenses
(after expense reimbursement)* . . . . . . . . . . 0.28 0.08 0.08
Total Operating Expenses . . . . . . . . . . . . . . . . 0.83% 0.53% 0.58%
<FN>
* The "other expenses" for Class Y shares of the Acquired
Fund are based on expenses incurred by Class A shares of
the Acquired Fund for the six-month period ended April 30,
1995 (including expense reimbursements) because no Class Y
shares of the Acquired Fund had been sold as of such date.
The Manager has voluntarily reimbursed the Acquired Fund
for 0.17% of its "other expenses" for Class A shares.
This has the effect of lowering the Acquired Fund's
overall expenses and increasing returns otherwise
available to investors. Had the Manager not reimbursed
the Acquired Fund for such expenses, "other expenses" for
Class A shares would have been 0.45% of the average daily
net assets of the Acquired Fund. "Other expenses" for
Class Y shares of the Acquiring Fund have been estimated
because no Class Y shares of the Acquiring Fund had been
sold during the fiscal year ended March 31, 1995. Pro
forma financial figures are based on estimated amounts for
the fiscal year ended March 31, 1995.
** The pro forma financial figures are intended to provide
shareholders with information about the continuing impact
of the Reorganization as if the Reorganization had taken
place as of April 1, 1994.
*** For investment advisory services, the Acquired Fund pays
the Manager a fee at the following annual rates of average
daily net assets: 0.35% up to $500 million and 0.32% in
excess of $500 million. For administrative services
rendered, the Acquired Fund pays the Manager a fee at the
following annual rates of average daily net assets: 0.20%
to $500 million and 0.18% in excess of $500 million.
Effective on November 17, 1995 (the anticipated date of the
Reorganization), the Manager has agreed to reduce the
Acquired Fund's aggregate management fee to 0.50% of the
Acquired Fund's average daily net assets.
**** Assumes approval by shareholders of the Acquiring Fund of a
proposal to increase the management fees payable by the
Acquiring Fund from 0.45% to 0.50% of the Acquiring Fund's
average daily net assets. See "Reasons for the
Reorganization."
</TABLE>
<PAGE>23
Examples
The following examples are intended to assist an investor in
understanding the various costs that an investor will bear directly or
indirectly. The examples assume payment of operating expenses at the levels
set forth in the tables above.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years*
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a
$1,000 investment, assuming (1) 5.00% annual return
and (2) redemption at the end of each time period:
Class A
Acquired Fund . . . . . . . . . . . . . . . . . $50 $70 $92 $155
Acquiring Fund . . . . . . . . . . . . . . . . . 47 63 77 122
Pro Forma . . . . . . . . . . . . . . . . . . . 47 62 79 127
Class B
Acquired Fund . . . . . . . . . . . . . . . . . $60 $77 $91 $163
Acquiring Fund . . . . . . . . . . . . . . . . . 57 68 76 131
Pro Forma . . . . . . . . . . . . . . . . . . . 58 69 78 136
Class C
Acquired Fund . . . . . . . . . . . . . . . . . $26 $50 $86 $187
Acquiring Fund . . . . . . . . . . . . . . . . . 23 40 69 151
Pro Forma . . . . . . . . . . . . . . . . . . . 23 41 71 156
Class Y
Acquired Fund . . . . . . . . . . . . . . . . . $8 $26 $46 $103
Acquiring Fund . . . . . . . . . . . . . . . . . 5 17 30 66
Pro Forma . . . . . . . . . . . . . . . . . . . 6 19 32 73
<FN>
* Ten-year figures assume conversion of Class B shares to
Class A shares at the end of the eighth year following the
date of purchase.
</TABLE>
<PAGE>24
An investor would pay the following expenses on the same investment, assuming
the same annual return and no redemption:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years*
<S> <C> <C> <C> <C>
Class A
Acquired Fund . . . . . . . . . . . . . . . $50 $70 $92 $155
Acquiring Fund . . . . . . . . . . . . . . . 47 61 77 122
Pro Forma . . . . . . . . . . . . . . . . . 47 62 79 127
Class B
Acquired Fund . . . . . . . . . . . . . . . $15 $47 $81 $163
Acquiring Fund . . . . . . . . . . . . . . . 12 38 66 131
Pro Forma . . . . . . . . . . . . . . . . . 13 39 68 136
Class C
Acquired Fund . . . . . . . . . . . . . . . $16 $50 $86 $187
Acquiring Fund . . . . . . . . . . . . . . . 13 40 69 151
Pro Forma . . . . . . . . . . . . . . . . . 13 41 71 156
Class Y
Acquired Fund . . . . . . . . . . . . . . . $8 $26 $46 $103
Acquiring Fund . . . . . . . . . . . . . . . 5 17 30 66
Pro Forma . . . . . . . . . . . . . . . . . 6 19 32 73
<FN>
* Ten-year figures assume conversion of Class B shares to
Class A shares at the end of the eighth year following
the date of purchase.
</TABLE>
The examples also provide a means for the investor to compare expense
levels of funds with different fee structures over varying investment periods.
To facilitate such comparison, all funds are required to utilize a 5.00%
annual return assumption. However, each Fund's actual return will vary and
may be greater or less than 5.00%. THESE EXAMPLES SHOULD NOT BE CONSIDERED
REPRESENTATIONS OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE SHOWN.
<PAGE>25
SUMMARY
THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
ADDITIONAL INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS/PROXY STATEMENT,
THE AGREEMENT AND PLAN OF REORGANIZATION, A COPY OF WHICH IS ATTACHED TO THIS
PROSPECTUS/PROXY STATEMENT AS EXHIBIT A, THE ACCOMPANYING PROSPECTUS OF THE
ACQUIRING FUND DATED JULY 31, 1995, AS SUPPLEMENTED BY A PROSPECTUS SUPPLEMENT
DATED OCTOBER 2, 1995, AND THE PROSPECTUS OF THE ACQUIRED FUND DATED DECEMBER
30, 1994, AS SUPPLEMENTED BY PROSPECTUS SUPPLEMENTS DATED MAY 25, 1995, JULY
10, 1995, JULY 15, 1995 AND JULY 20, 1995.
PROPOSED REORGANIZATION. The Plan provides for the transfer of all
or substantially all of the assets of the Acquired Fund to Smith Barney Muni
Funds on behalf of the Acquiring Fund in exchange for shares of the Acquiring
Fund and the assumption by Smith Barney Muni Funds on behalf of the Acquiring
Fund of scheduled liabilities of the Acquired Fund. The Plan also calls for
the distribution of shares of the Acquiring Fund to the Acquired Fund's
shareholders in liquidation of the Acquired Fund. (The foregoing proposed
transaction is referred to in this Prospectus/Proxy Statement as the
"Reorganization.") As a result of the Reorganization, each shareholder of the
Acquired Fund will become the owner of that number of full and fractional
shares of the Acquiring Fund having an aggregate value equal to the aggregate
net asset value of the shareholder's shares of the Acquired Fund as of the
close of business on the date that the Acquired Fund's assets are exchanged
for shares of the Acquiring Fund. (Shareholders of Class A, Class B or Class
C shares of the Acquired Fund will receive Class A, Class B or Class C shares,
respectively, of the Acquiring Fund.) See "Information About the
Reorganization -- Plan of Reorganization."
For the reasons set forth below under "Reasons for the
Reorganization," the Board of Trustees of the Acquired Fund, including the
Trustees of the Acquired Fund who are not "interested persons" (the
"Independent Trustees"), as that term is defined in the Investment Company Act
of 1940, as amended (the "1940 Act"), has concluded that the Reorganization
would be in the best interests of the shareholders of the Acquired Fund and
that the interests of the Acquired Fund's existing shareholders will not be
diluted as a result of the transaction contemplated by the Reorganization and
therefore has submitted the Plan for approval by the Acquired Fund's
shareholders. The Board of Trustees of Smith Barney Muni Funds has reached
similar conclusions with respect to the Acquiring Fund and has also approved
the Reorganization in respect of the Acquiring Fund.
Approval of the Reorganization will require the affirmative vote of
a majority of the total number of votes entitled to be cast thereon, as
defined in the 1940 Act, of the outstanding shares of the Acquired Fund, which
is the lesser of: (i) 67% of the voting securities of the Acquired Fund
present at the Meeting, if the holders of more than 50% of the outstanding
voting securities of the Acquired Fund are present or represented by proxy,
<PAGE>26
or (ii) more than 50% of the outstanding shares of the Acquired Fund. For
purposes of voting with respect to the Reorganization, the Class A, Class B
and Class C shares of the Acquired Fund will vote together as a single class.
See "Voting Information."
TAX CONSEQUENCES. Prior to completion of the Reorganization, the
Funds will have received an opinion of counsel that, upon the Reorganization
and the transfer of the assets of the Acquired Fund, no gain or loss will be
recognized by the Acquired Fund or its shareholders for federal income tax
purposes. The holding period and aggregate tax basis of the Acquiring Fund
shares received by an Acquired Fund shareholder will be the same as the
holding period and aggregate tax basis of the shares of the Acquired Fund
previously held by such shareholder. In addition, the holding period and tax
basis of the assets of the Acquired Fund in the hands of the Acquiring Fund as
a result of the Reorganization will be the same as in the hands of the
Acquired Fund immediately prior to the Reorganization.
INVESTMENT OBJECTIVES AND POLICIES. The Acquiring Fund and the
Acquired Fund have generally similar investment objectives, policies and
restrictions. The Acquired Fund is an open-end, non-diversified management
investment company whose investment objective is to provide investors with as
a high a level of dividend income exempt from federal income taxes as is
consistent with prudent investment management and the preservation of capital.
The Acquiring Fund is a separate investment portfolio of Smith Barney Muni
Funds, an open-end, non-diversified management investment company, whose
investment objective is to pay its shareholders as high a level of income
exempt from federal income taxes as is consistent with prudent investing. For
a discussion of the differences between the investment policies of the
Acquiring Fund and the Acquired Fund, see "Comparison of Investment Objectives
and Policies."
PURCHASE AND REDEMPTION PROCEDURES. The purchase and redemption
procedures available to shareholders of the Acquiring Fund are virtually
identical to those of the Acquired Fund. Purchase of shares of the Acquiring
Fund and the Acquired Fund may be made through the Funds' distributor, Smith
Barney, a broker that clears securities transactions through Smith Barney on a
fully disclosed basis (an "Introducing Broker") or an investment dealer in the
selling group, at their respective public offering prices (net asset value
next determined plus any applicable sales charge). Class A shares of both the
Acquiring Fund and the Acquired Fund are sold subject to a maximum initial
sales charge of 4.00% of the public offering price. Class A shares of either
Fund may be purchased at a reduced sales charge or at net asset value,
determined by aggregating the dollar amount of a new purchase and the total
asset value of all Class A shares of such Fund offered by Smith Barney held by
such person and applying the (reduced) sales charge applicable to such
aggregate. Purchases of Class A shares of either Fund, which when combined
with current holdings of such Fund's Class A shares offered with a sales
charge equal or exceed $500,000 in the aggregate, will be made at net asset
value with no sales
<PAGE>27
charge, but will be subject to a CDSC of 1.00% on redemptions made within 12
months. Class B and Class C shares of both Funds are sold without an initial
sales charge but are subject to higher ongoing expenses than Class A shares
and are subject to a CDSC payable upon certain redemptions. In addition,
Class Y shares of both Funds are sold without an initial sales charge or CDSC,
and are available only to investors meeting an initial investment minimum of
$5,000,000. As of September 25, 1995 (the "Record Date"), no Class Y shares
of the Acquired Fund had been sold. In addition, the Acquired Fund is
authorized to issue a fifth class of shares, Class Z shares, exclusively for
sale to tax-exempt employee benefit and retirement plans of Smith Barney and
to certain unit investment trusts sponsored by Smith Barney or any of its
affiliates. As of the date hereof, the Acquired Fund has not sold any Class Z
shares. The Acquiring Fund does not offer Class Z shares.
Class A shares and Class Y shares of both the Acquiring and the
Acquired Fund may be redeemed at their respective net asset values per share
next determined without charge, except as set forth in the preceding
paragraph. Class B shares of both Funds may be redeemed at their net asset
value per share, subject to a maximum CDSC of 4.50% of the lower of original
cost or redemption proceeds, declining by 0.50% the first year after purchase
and by 1.00% each year thereafter to zero. Class C shares of both Funds may
be redeemed at their net asset value per share, subject to a CDSC of 1.00% if
such shares are redeemed during the first 12 months following their purchase.
Shares of both Funds held by Smith Barney as custodian must be redeemed by
submitting a written request to a Smith Barney Financial Consultant. All
other shares may be redeemed through a Smith Barney Financial Consultant,
Introducing Broker or dealer in the selling group or by forwarding a written
request for redemption to The Shareholder Services Group, Inc. ("TSSG" or the
"transfer agent"), a subsidiary of First Data Corporation. See "Redemption of
Shares" in the accompanying Prospectus of the Acquiring Fund.
EXCHANGE PRIVILEGES. The exchange privileges available to
shareholders of the Acquiring Fund are virtually identical to those available
to shareholders of the Acquired Fund. Shareholders of both the Acquired Fund
and the Acquiring Fund may exchange at net asset value all or a portion of
their shares for shares of the same class in certain other funds of the Smith
Barney Mutual Funds. Any exchange will be a taxable event for which a
shareholder may have to recognize a gain or a loss under federal income tax
provisions. No initial sales charge is imposed on the shares being acquired
in an exchange, and no CDSC is imposed on the shares being disposed of in the
exchange. A sales charge differential, however, may apply to exchanges of
Class A shares with other Smith Barney Mutual Funds. For purposes of
computing the CDSC that may be payable upon a disposition, the Class B and
Class C shares acquired in the exchange will be deemed to have been purchased
on the same date as the Class B and Class C shares that were exchanged
therefor. Class B shares of the Funds that are exchanged for Class B shares
of other Smith Barney Mutual Funds imposing a higher CDSC will be subject to
the higher
<PAGE>28
applicable CDSC. See "Exchange Privilege" in the accompanying Prospectus of
the Acquiring Fund.
DIVIDENDS. Dividends of substantially all of each Fund's net
investment income are declared and paid monthly and any realized capital gains
are declared and distributed annually. With respect to both Funds, unless a
shareholder otherwise instructs, dividends and capital gains distributions
will be reinvested automatically in additional shares of the same class at net
asset value, subject to no sales charge or CDSC. The distribution option
currently in effect for a shareholder of the Acquired Fund will remain in
effect after the Reorganization. After the Reorganization, however, the
former Acquired Fund shareholders may change their distribution option at any
time by contacting a Smith Barney Financial Consultant. See "Dividends and
Distributions" in the accompanying Prospectus of the Acquiring Fund.
SHAREHOLDER VOTING RIGHTS. The Acquired Fund and Smith Barney Muni
Funds are both registered with the SEC as open-end, non-diversified management
investment companies. The Acquired Fund is a Massachusetts business trust
having a Board of Trustees. The Acquiring Fund is a separate series of Smith
Barney Muni Funds, a Massachusetts business trust having a Board of Trustees.
Shareholders of both Funds have similar voting rights. Neither Fund holds a
meeting of shareholders annually, and there is normally no meeting of
shareholders held for the purpose of electing Trustees unless and until such
time as less than a majority of the Trustees of a Fund holding office has been
elected by shareholders of the respective Fund. At that time, the Trustees in
each Fund then in office will call a shareholders' meeting for the election of
Trustees.
In addition, under the laws of the Commonwealth of Massachusetts,
shareholders of the Acquired Fund do not have appraisal rights in connection
with a combination or acquisition of the assets of the Fund by another entity.
Shareholders of the Acquired Fund may, however, redeem their shares at net
asset value (subject to any applicable CDSC) prior to the date of the
Reorganization.
For purposes of voting with respect to the Reorganization, the Class
A, Class B and Class C shares of the Acquired Fund will vote together as a
single class. See "Information on Shareholders' Rights -- Voting Rights."
RISK FACTORS
Due to the similarities of investment objectives and policies of the
Acquiring Fund and the Acquired Fund, the investment risks are substantially
similar. Such risks are generally those typically associated with investing
in a managed portfolio of municipal securities, primarily those of Florida
issuers. The following is a summary of certain risk
<PAGE>29
factors associated with investing in shares of the Acquiring Fund, certain of
which are also applicable to the Acquired Fund. This summary is qualified in
its entirety by the accompanying Prospectus of the Acquiring Fund. In
addition, certain risks associated with various investment strategies utilized
by the Acquiring Fund, and where applicable, by the Acquired Fund, are
described herein under "Comparison of Investment Objectives and Policies."
Risk Factors Affecting Florida
Florida municipal obligations may be adversely affected by political
and economic conditions and developments within the State of Florida.
Population growth in Florida since 1982 has been increasing approximately 2.5%
annually. The state's current population, estimated at 13.5 million, is the
fourth highest in the nation. Services and trade continue to be the largest
employment and earning sectors reflecting the tourist element of the economy
as well as growth in these activities to meet the needs of Florida's expanding
population. Florida has taken the lead among U.S. states with a long-term
comprehensive growth management plan for local governments. The plan should
enhance economic development by keeping growth in line with developing
resources and costs.
Risk and Investment Considerations
The ability of each Fund to achieve its investment objective is
dependent on a number of factors, including the skills of the Manager in
purchasing municipal obligations whose issuers have the continuing ability to
meet their obligations for the payment of interest and principal when due.
The ability to achieve a high level of income is dependent on the yields of
the securities in a Fund's portfolio, which are the product of factors such as
general conditions of the municipal bond markets, the size of a particular
offering, the maturity of the obligations and the rating of the issue.
Changes in the market value of portfolio securities will not affect interest
income derived from those securities but will affect the Acquiring Fund's net
asset value. Since the Acquiring Fund's objective is to provide high current
income, it will invest in municipal obligations with an emphasis on income
rather than stability of net asset values.
Each Fund is classified as a non-diversified investment company
under the 1940 Act, which means that neither Fund is limited by the 1940 Act
in the proportion of its assets that it may invest in the obligations of a
single issuer. A Fund's assumption of large positions in the obligation of a
small number of issuers may cause such Fund's share price to fluctuate to a
greater extent than that of a diversified company as a result of changes in
the financial condition or in the market's assessment of the issuers.
There are several risks in connection with the use of certain
portfolio strategies by the Acquiring Fund, and when applicable, by the
Acquired Fund. These
<PAGE>30
portfolio strategies include purchasing when-issued securities and municipal
bond index futures contracts. See "Comparison of Investment Objectives and
Policies."
REASONS FOR THE REORGANIZATION
The Board of Trustees of the Acquired Fund has determined that it is
advantageous to combine the Acquired Fund with the Acquiring Fund. The Funds
have generally similar investment objectives and policies and have the same
investment adviser, distributor and transfer agent. In reaching this
conclusion, the Board considered a number of factors as described below.
Among the factors considered by the Board of Trustees of the
Acquired Fund was the 1993 transaction pursuant to which Travelers Group Inc.
(formerly Primerica Corporation) acquired certain assets of Lehman Brothers
Inc. (formerly Shearson Lehman Brothers Inc.), including its retail brokerage
and domestic asset management business. As a result of this transaction,
Smith Barney became the sponsor of two separate and totally distinct families
of mutual funds, each with, among other things, differing pricing structures,
classes of shares, exchange privileges, sweep functions and types of funds.
The Board was advised that, with the completion of the merger of back-office
brokerage operations and the implementation of a uniform pricing and class
structure on November 7, 1994, significant consolidation of the two mutual
fund groups had been made feasible and desirable. The Board was further
informed that the next step in this process would be to eliminate the
duplication of funds within the consolidated Smith Barney mutual fund complex.
The Board of Trustees of the Acquired Fund was presented with information
indicating that investors have been and will continue to be confused in the
face of similar Florida municipal bond funds managed by the same investment
adviser (although the Acquired Fund and the Acquiring Fund have different
portfolio managers, i.e., the individual primarily responsible for each Fund's
day-to-day investment decisions). In particular, the Board was presented with
information to the effect that, with two different funds, Smith Barney was
confronted with operational and shareholder services issues, including, (i)
dilution of the firm's money management and research expertise due to the
splitting of attention between the two highly similar funds; and (ii) investor
confusion associated with offering similar funds that provide differing
yields. The Board also considered that no sales charges would be imposed in
effecting the Reorganization and the advantages of eliminating duplication
inherent in marketing two funds with similar investment objectives.
Information regarding the operating expenses of the Acquiring Fund
and the Acquired Fund reflecting expenses of the Acquiring Fund for the fiscal
year ended March 31, 1995, and expenses of the Acquired Fund for the six-month
period ended April 30, 1995, is included under the caption "Fee Tables" in
this Prospectus/Proxy Statement. Based upon these levels of expenses, and
assuming the same level of assets of the combined fund after
<PAGE>31
the Reorganization as on March 31, 1995, it is estimated that Class A, Class B
and Class C shareholders of the Acquired Fund should experience a 0.25%, 0.24%
and 0.28% decrease in total operating expenses after giving effect to expense
reimbursements currently in effect (a 0.42%, 0.41% and 0.44% decrease before
expense reimbursement), resulting from a 0.05% decrease in management fees
paid to the Manager accompanied by a 0.20%, 0.19% and 0.23% decrease in other
operating expenses after giving effect to expense reimbursements (a 0.37%,
0.36% and 0.39% decrease before expense reimbursement). The Manager has
voluntarily reimbursed the Acquired Fund for 0.17%, 0.17% and 0.16% of its
operating expenses with respect to Class A, Class B and Class C shares,
respectively. This expense reimbursement had the effect of lowering the
Acquired Fund's overall expenses and increasing returns otherwise available to
investors. There is no guaranty that the Manager will continue to reimburse
the Acquired Fund for a portion of its operating expenses.
At its July 19, 1995 meeting, the Board of Trustees of the Acquired
Fund was presented by the Manager with more current information, reflecting
operating expenses as of April 30, 1995, which took into account the effects
of various changes in operating expenses applicable to the Funds, such as
changes in certain transfer agency expenses. The Board was shown pro forma
financial information which indicated that, assuming the same level of assets
for the combined fund after the Reorganization as on April 30, 1995, Class A,
Class B and Class C shareholders of the Acquired Fund should respectively
experience a 0.26%, 0.25% and 0.29% decrease in total operating expenses after
giving effect to expense reimbursements currently in effect (a 0.43%, 0.42%
and 0.45% decrease before expense reimbursement), resulting from a 0.05%
decrease in management fees paid to the Manager accompanied by a 0.21%, 0.20%
and 0.24% decrease in other operating expenses after giving effect to expense
reimbursements (a 0.38%, 0.37% and 0.40% decrease before expense
reimbursement). The Manager has voluntarily reimbursed the Acquired Fund for
0.17%, 0.17% and 0.16% of its operating expenses with respect to Class A,
Class B and Class C shares, respectively. This expense reimbursement had the
effect of lowering the Acquired Fund's overall expenses and increasing returns
otherwise available to investors. The Board recognized that there is no
guaranty that the Manager will continue to reimburse the Acquired Fund for a
portion of its operating expenses. The pro forma total operating expenses
considered by the Board are identical to the pro forma total operating
expenses included under the caption "Fee Tables" in this Prospectus/Proxy
Statement.
The Board also considered, among other things, the impact of the
decreased operating expenses on the Acquired Fund's shareholders, the nature
and quality of services provided to shareholders, including performance, the
impact of economies of scale and comparative fee structures. The Board was
presented with information illustrating that the pro forma management fee to
be paid by the combined fund following the Reorganization would be lower than
the average management fee paid by the Florida municipal funds included in a
survey using data prepared by Lipper Analytical Services, Inc. (the "Lipper
Florida Muni Average") with respect to front-end load shares (which are
comparable to Class A shares of the Funds) as of April 30, 1995 (without
giving effect to management fee waivers and expense reimbursements), and that
while the pro forma total operating expenses of the combined fund following
the Reorganization would be higher than the Lipper Florida
<PAGE>32
Muni Average, the pro forma total operating expenses of the combined fund
following the Reorganization would actually be lower than the Lipper Florida
Muni Average before fee waivers and expense reimbursements. The Board also
considered, among other things, the terms and conditions of the Reorganization
and the comparative investment performance of the Funds. In addition, the
Board was advised that the Reorganization would be effected as a tax-free
reorganization.
In light of the foregoing, the Board of Trustees of the Acquired
Fund, including the Independent Trustees, has determined that it is in the
best interests of the Acquired Fund and its shareholders to combine with the
Acquiring Fund. The Board of Trustees has also determined that a combination
of the Acquired Fund and the Acquiring Fund would not result in a dilution of
the interests of the Acquired Fund's shareholders.
The Board of Trustees of Smith Barney Muni Funds has also determined
that it is advantageous to the Acquiring Fund to acquire the assets of the
Acquired Fund. The Board of Trustees was presented with information that
indicated that investors have been and will continue to be confused in the
face of similar Florida municipal bond funds managed by the same adviser. The
Board was presented with information to the effect that, with two different
funds, Smith Barney experienced: (i) dilution of the firm's money management
and research expertise due to the splitting of attention between the two
highly similar funds; and (ii) client confusion associated with offering
similar funds that provide differing yields. Based upon the information
regarding the operating expenses of the Acquiring Fund and the Acquired Fund
reflecting expenses of the Acquiring Fund for the fiscal year ended March 31,
1995, and expenses of the Acquired Fund for the six-month period ended April
30, 1995, that is included under the caption "Fee Tables" in this
Prospectus/Proxy Statement, and, assuming the same level of assets for the
combined fund after the Reorganization, Class A, Class B, Class C and Class Y
shares of the Acquiring Fund would each experience a 0.05% increase in
management fees, accompanied by a 0.01% decrease in other operating expenses
with respect to Class A, Class B and Class C shares. This is estimated to
result in total operating expenses of 0.73%, 1.24%, 1.29% and 0.58% of average
daily net assets with respect to Class A, Class B, Class C and Class Y shares
of the combined fund, respectively. At its June 7, 1995 meeting, the
Board of Trustees of the Acquiring Fund was presented by the Manager with more
current information, reflecting operating expenses as of April 30, 1995, which
took into account the effects of various changes in operating expenses
applicable to the Funds, such as changes in certain transfer agency expenses.
The Board was shown pro forma financial information which indicated that,
assuming the same level of assets for the combined fund after the
Reorganization as on April 30, 1995, Class A, Class B and Class C shareholders
of the Acquired Fund should respectively experience a 0.04%, 0.03% and 0.03%
increase in total operating expenses. The Board of Trustees recognized that
operating expenses before management fees for the Acquiring Fund should
decrease by 0.01%, 0.02% and 0.02% of average daily net assets with respect to
Class A, Class B and Class C shares of the Acquiring Fund, respectively.
However, data prepared for the Board also indicated that, Class A, Class B and
Class C shares of the Acquiring Fund would each experience a 0.05%
<PAGE>33
increase in management fees, which is estimated to result in total operating
expenses of 0.73%, 1.24% and 1.29% of average daily net assets with respect to
Class A, Class B and Class C shares of the Acquiring Fund, respectively.
The Board of Trustees was informed that the Reorganization was one
of a number of proposed reorganizations involving Smith Barney Muni Funds and
other municipal bond funds within the Smith Barney mutual fund complex. In
connection with these reorganizations, it has been proposed that the surviving
fund's management fee be either increased or decreased, as the case may be, to
0.50% of such fund's average daily net assets. The Board members were also
informed that the pro forma total operating expenses for the combined fund
would be consistent with the reorganizations involving the other series of
Smith Barney Muni Funds, and that the pro forma management fee would be lower
than the Lipper Florida Muni Average (without giving effect to management fee
waivers and expense reimbursements). The Board of Trustees was further
informed that the Reorganization would increase the size of the Acquiring Fund
by approximately 50%, and considered that such an increase could in the long-
term help to stabilize the Acquiring Fund's operating expenses and contribute
to economies of operation. The Board of Trustees also considered the terms
and conditions of the Reorganization and representations that the
Reorganization would be effected as a tax-free reorganization. Accordingly,
the Board of Trustees, including a majority of the independent Trustees, has
determined that the Reorganization is in the best interests of the Acquiring
Fund's shareholders and that the interests of the Acquiring Fund's
shareholders would not be diluted as a result of the Reorganization.
The Board of Trustees of Smith Barney Muni Funds has approved, and
intends to submit to shareholders of the Acquiring Fund, a
proposal to adopt a new management agreement which, if approved by
shareholders, would increase the management fees payable by the Acquiring Fund
from 0.45% to 0.50% of the Acquiring Fund's average daily net assets. In the
event that the proposed new management agreement is not approved by
shareholders of the Acquiring Fund, Smith Barney Muni Funds, on behalf of the
Acquiring Fund, will consider the various alternatives available to it,
including postponing the consummation of the Reorganization until such time as
it determines that a satisfactory new management agreement has been approved
or such time as it determines not to seek approval of a new management
agreement.
INFORMATION ABOUT THE REORGANIZATION
PLAN OF REORGANIZATION. The following summary of the Plan is
qualified in its entirety by reference to the Plan (Exhibit A hereto). The
Plan provides that
<PAGE>34
Smith Barney Muni Funds on behalf of the Acquiring Fund will acquire all or
substantially all of the assets of the Acquired Fund in exchange for shares of
the Acquiring Fund and the assumption by Smith Barney Muni Funds on behalf of
the Acquiring Fund of scheduled liabilities of the Acquired Fund on November
17, 1995 or such later date as may be agreed upon by the parties (the "Closing
Date").
Prior to the Closing Date, the Acquired Fund will endeavor to
discharge all of its known liabilities and obligations. The Acquiring Fund
will not assume any liabilities or obligations other than those reflected on
an unaudited statement of assets and liabilities of the Acquired Fund prepared
as of the close of regular trading on the New York Stock Exchange, currently
4:00 p.m., New York City time, on the Closing Date. The number of full and
fractional Class A, Class B and Class C shares of the Acquiring Fund to be
issued to the Acquired Fund's shareholders will be determined on the basis of
the Acquiring Fund's and the Acquired Fund's relative net asset value per
Class A, Class B and Class C shares, respectively. The net asset value per
share of each class will be determined by dividing assets, less liabilities,
by the total number of outstanding shares of the relevant class.
The Acquired Fund and the Acquiring Fund will utilize the procedures
set forth in the Prospectus of the Acquiring Fund to determine the value of
their respective portfolio securities and to determine the aggregate value of
each Fund's portfolio. The method of valuation employed will be consistent
with the requirements set forth in the Prospectus of the Acquiring Fund, Rule
22c-1 under the 1940 Act and the interpretation of such rule by the SEC's
Division of Investment Management.
At or prior to the Closing Date, the Acquired Fund will, and the
Acquiring Fund may, declare a dividend or dividends which, together with all
previous such dividends, will have the effect of distributing to their
respective shareholders all taxable income for the taxable year ending on or
prior to the Closing Date (computed without regard to any deduction for
dividends paid). In addition, the Acquired Fund's dividend will include its
net capital gains realized in the taxable period ending on or prior to the
Closing Date (after reductions for any capital loss carryforward).
As soon after the Closing Date as conveniently practicable, the
Acquired Fund will liquidate and distribute pro rata to shareholders of record
as of the close of business on the Closing Date the full and fractional shares
of the Acquiring Fund received by the Acquired Fund. Such liquidation and
distribution will be accomplished by the establishment of accounts in the
names of the Acquired Fund's shareholders on the share records of the
Acquiring Fund's transfer agent. Each account will represent the respective
pro rata number of full and fractional shares of the Acquiring Fund due to
each of the Acquired Fund's shareholders. After such distribution and the
winding up of its affairs, the Acquired Fund will be terminated.
<PAGE>35
The consummation of the Reorganization is subject to the conditions
set forth in the Plan. Notwithstanding approval of the Acquired Fund's
shareholders, the Plan may be terminated at any time at or prior to the
Closing Date (i) by mutual agreement of Smith Barney Muni Funds on behalf of
the Acquiring Fund, and the Acquired Fund, (ii) by Smith Barney Muni Funds on
behalf of the Acquiring Fund, in the event that the Acquired Fund shall, or
the Acquired Fund in the event that Smith Barney Muni Funds shall, materially
breach any representation, warranty or agreement contained in the Plan to be
performed at or prior to the Closing Date; or (iii) by Smith Barney Muni Funds
on behalf of the Acquired Fund, or by the Acquiring Fund, if a condition to
the Plan expressed to be precedent to the obligations of the terminating party
has not been met and it reasonably appears that it will not or cannot be met.
Approval of the Plan will require the affirmative vote of a majority
of the total number of votes entitled to be cast thereon , as defined in the
1940 Act, of the outstanding shares of the Acquired Fund, which is the lesser
of: (i) 67% of the voting securities of the Acquired Fund present at the
Meeting, if the holders of more than 50% of the outstanding voting securities
of the Acquired Fund are present or represented by proxy, or (ii) more than
50% of the outstanding shares of the Acquired Fund. If the Reorganization is
not approved by shareholders of the Acquired Fund, the Board of Trustees of
the Acquired Fund will consider other possible courses of action available to
it.
DESCRIPTION OF THE ACQUIRING FUND'S SHARES. Full and fractional
shares of beneficial interest of the Acquiring Fund will be issued to the
Acquired Fund in accordance with the procedures detailed in the Plan and as
described in the Acquiring Fund's Prospectus. Generally, the Acquiring Fund
does not issue share certificates to shareholders unless a specific request is
submitted to the Acquiring Fund's transfer agent. See "Information on
Shareholders' Rights" and the Prospectus of the Acquiring Fund for additional
information with respect to the shares of the Acquiring Fund.
FEDERAL INCOME TAX CONSEQUENCES. The exchange of assets for shares
of the Acquiring Fund is intended to qualify for federal income tax purposes
as a tax-free reorganization under Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "Code"). As a condition to the closing of the
Reorganization, Smith Barney Muni Funds on behalf of the Acquiring Fund and
the Acquired Fund will receive an opinion from Willkie Farr & Gallagher,
counsel to the Acquired Fund, to the effect that, on the basis of the existing
provisions of the Code, U.S. Treasury regulations issued thereunder, current
administrative rules, pronouncements and court decisions, for federal income
tax purposes, upon consummation of the Reorganization:
(1) the transfer of all or substantially all of the Acquired Fund's
assets in exchange for the Acquiring Fund's shares and the assumption by
the Acquiring Fund of scheduled liabilities of the Acquired Fund will
constitute a "reorganization" within
<PAGE>36
the meaning of Section 368(a)(1)(C) of the Code, and the Acquiring Fund
and the Acquired Fund are each a "party to a reorganization" within the
meaning of Section 368(b) of the Code;
(2) no gain or loss will be recognized by the Acquiring Fund upon
the receipt of the assets of the Acquired Fund in exchange for the
Acquiring Fund's shares and the assumption of scheduled liabilities of
the Acquired Fund;
(3) no gain or loss will be recognized by the Acquired Fund upon
the transfer of the Acquired Fund's assets to the Acquiring Fund in
exchange for the Acquiring Fund's shares and the assumption of scheduled
liabilities of the Acquired Fund or upon the distribution (whether actual
or constructive) of the Acquiring Fund's shares to the Acquired Fund's
shareholders;
(4) no gain or loss will be recognized by shareholders of the
Acquired Fund upon the exchange of their shares of the Acquired Fund for
shares of the Acquiring Fund;
(5) the aggregate tax basis for shares of the Acquiring Fund
received by each shareholder of the Acquired Fund pursuant to the
Reorganization will be the same as the aggregate tax basis of shares of
the Acquired Fund surrendered therefor, and the holding period of shares
of the Acquiring Fund to be received by each shareholder of the Acquired
Fund will include the period during which shares of the Acquired Fund
exchanged therefor were held by such shareholder (provided shares of the
Acquired Fund were held as capital assets on the date of the
Reorganization); and
(6) the tax basis to the Acquiring Fund of the Acquired Fund's
assets acquired by the Acquiring Fund will be the same as the tax basis
of such assets to the Acquired Fund immediately prior to the
Reorganization, and the holding period of the assets of the Acquired Fund
in the hands of the Acquiring Fund will include the period during which
those assets were held by the Acquired Fund.
Shareholders of the Acquired Fund should consult their tax advisors
regarding the effect, if any, of the proposed Reorganization in light of their
individual circumstances. Since the foregoing discussion only relates to the
federal income tax consequences of the Reorganization, shareholders of the
Acquired Fund should also consult their tax advisors as to state and local tax
consequences, if any, of the Reorganization.
<PAGE>37
CAPITALIZATION. The following table shows the capitalization of the
Acquiring Fund and the Acquired Fund as of September 25, 1995, and on a pro
forma basis as of that date, giving effect to the proposed acquisition of
assets at net asset value.
<TABLE>
<CAPTION>
Smith Barney Florida Smith Barney Muni Funds - Pro Forma for
Municipals Fund Florida Portfolio Reorganization
(Unaudited) (Unaudited) (Unaudited)
(In thousands, except per share values)
Class A Shares
<S> <C> <C> <C>
Net assets . . . . . . . . . . . . . . . . . $16,649 $106,655 $123,304
Net asset value per share . . . . . . . . . . $ 10.00 $ 13.18 $ 13.18
Shares outstanding . . . . . . . . . . . . . 1,665 8,091 9,354
Class B Shares
Net assets . . . . . . . . . . . . . . . . . $36,077 $ 3,924 $40,001
Net asset value per share . . . . . . . . . . $ 9.99 $ 13.17 $ 13.17
Shares outstanding . . . . . . . . . . . . . 3,611 298 3,037
Class C Shares
Net assets . . . . . . . . . . . . . . . . . $ 70 $ 2,317 $ 2,387
Net asset value per share . . . . . . . . . . $ 9.99 $ 13.17 $ 13.17
Shares outstanding . . . . . . . . . . . . . 7 176 181
Class Y Shares
Net assets . . . . . . . . . . . . . . . . . $ 0 $ 4,972 $ 4,972
Net asset value per share . . . . . . . . . . $ 0 $ 13.18 $ 13.18
Shares outstanding . . . . . . . . . . . . . 0 377 377
Class Z Shares
Net assets . . . . . . . . . . . . . . . . . $ 0 N/A N/A
Net asset value per share . . . . . . . . . . $ 0 N/A N/A
Shares outstanding . . . . . . . . . . . . . 0 N/A N/A
</TABLE>
As of September 25, 1995 (the "Record Date"), there were 8,090,532
outstanding Class A shares, 298,017 outstanding Class B shares, 175,957
outstanding Class C shares and 376,790 outstanding Class Y shares of the
Acquiring Fund, and 1,665,499 outstanding Class A shares, 3,610,569
outstanding Class B shares, 6,965 outstanding Class C
<PAGE>38
shares and no outstanding Class Y shares or Class Z shares of the Acquired
Fund. As of the Record Date, the officers and Trustees of Smith Barney Muni
Funds beneficially owned as a group less than 1% of the outstanding shares of
each class of the Acquiring Fund. To the best knowledge of the Trustees of
Smith Barney Muni Funds, as of the Record Date, no shareholder or "group" (as
that term is used in Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act")), except as set forth in the table below, owned beneficially
or of record more than 5% of the outstanding shares of a class of the
Acquiring Fund. As of the Record Date, the officers and Trustees of the
Acquired Fund beneficially owned as a group less than 1% of the outstanding
shares of each class of the Acquired Fund. Except as set forth in the table
below, to the best knowledge of the Trustees of the Acquired Fund, as of the
Record Date, no shareholder or "group" (as that term is used in Section 13(d)
of the Exchange Act) owned beneficially or of record more than 5% of the
outstanding shares of a class of the Acquiring Fund.
<TABLE>
<CAPTION>
Percentage of
Class Owned
of Record
or Beneficially
<S> <C> <C> <C>
Name and Fund Upon Consummation of the
Address and Class As of the Record Date Reorganization
Thompson V. Vanhyning TTEE Acquired Fund 61.89% *
FBO Thompson V. Vanhyning Trust Class C
U/A/D 12/14/88
P.O. Box 4018
Ocala, FL 34478
Dominick P. Pernice Acquired Fund 30.68 *
Dorothy M. Pernice JTWROS Class C
1272 Rt. 3
Morrisonville, NY 12962
Leo J. Zuranski and Acquired Fund 7.43 *
Dorothy C. Zuranski, Co - TTEES Class C
FBO Leo J. Zuranski
U/A/D 3/27/90
285 S.W. Kenwood Rd.
Port St. Lucie, FL 34953
The E.G. Rosenblatt Living Trust Acquiring Fund 7.71 7.48%
E.G. Rosenblatt, TTEE Class A
2295 South Ocean Blvd.
Palm Beach, FL 33480
<PAGE>39
Acquiring Fund 5.69 *
Class A
Norman S. Jaffe and
Ann L. Jaffe, TTEES
Norman S. Jaffe and Ann L. Jaffee
Revoc. Trust U/A/D 6/10/90
5200 North Bay Road
Miami Beach, FL 33140
Blanche Kaplan Acquiring Fund 5.06 *
6039 Collins Avenue Class A
Miami, FL 33140
Sari Galan Acquiring Fund 6.51 6.32
49-14 Skyline Blvd. Class C
Cape Coral, FL 33914
Benjamin S. Lowenstein Acquiring Fund 5.71 5.54
Eleanor S. Lowenstein, TTEES Class C
UDT DTD 3/2/84
198 Northwest 67th St.
Boca Raton, FL 33487
Phyllis L. O'Neil Acquiring Fund 5.46 5.30
341 Alexander Palm Road Class C
Boca Raton, FL 33432
Breed Technologies Inc. Acquiring Fund 100.00 100.00
Attn: Jackie Britt Class Y
P.O. Box 33050
Lakeland, FL 33807
____________
* Less than 1.00%
</TABLE>
<PAGE>40
INFORMATION ABOUT THE ACQUIRING FUND
MANAGEMENT'S DISCUSSION AND ANALYSIS OF MARKET CONDITIONS AND PORTFOLIO
REVIEW (THROUGH MARCH 31, 1995).
Market and Economic Overview
Since management's last report to shareholders in November 1994, the
fixed-income markets, and municipal bonds in particular, have enjoyed a
powerful rally. Municipal bond yields have declined more than a full
percentage point, as evidenced by the drop in the average yield on The Bond
Buyer's weekly 25-Bond Revenue Index of 30-year municipal bonds from a high of
7.37% on November 17, 1994 to 6.29% on March 31, 1995. This was substantially
better than the performance of the benchmark 30-year Treasury bond, which
experienced a decline in yield of 70 basis points from 8.13% to 7.43% during
the same time frame.
The vastly improved bond markets reflect a growing consensus that
inflation will remain under control, and the Federal Reserve Board will be
successful in engineering a "soft landing" by slowing the economy down to a
more sustainable, non-inflationary rate of growth. The seven increases in the
federal funds rate (the rate banks charge each other for overnight loans),
orchestrated by the Federal Reserve Board since February 1994, appear to be
slowing the pace of economic growth. Recent economic reports show a slower
rate of increase in employment, producer prices, and retail prices, and retail
sales. Industrial production and capacity utilization were also lower than
expected, signalling a possible slowdown in the country's strong manufacturing
sector. These generally favorable economic fundamentals are more than
offsetting concerns about the substantial decline in the value of the dollar
relative to the Japanese yen and German mark on the foreign exchange markets.
Late in April 1995, several tax-reform proposals which recommend a flat
federal income tax rate began to receive increased attention in the national
financial press and from municipal bond market participants. Adoption of a
flat tax would diminish the advantages of tax exemption for municipal bonds.
Although the various plans being circulated are only proposals, the publicity
surrounding them has recently caused some investors to back away from the
municipal bond market. In management's opinion it is much too early in the
process to predict what changes in the tax laws, if any, will actually take
place, but tax reform will certainly be a major topic of political debate over
the next few years. Many observers believe that the more radical proposals
for changes in the way taxes are collected have little chance for enactment.
Absent these tax-reform concerns, municipals would probably continue to
be strong performers relative to Treasuries and other taxable investments due
to the low supply of new issues. Not only did last year's spike in interest
rates sharply reduce refinancing activity in
<PAGE>41
the municipal market, but voter pressure on states and municipalities to rein
in spending and cut taxes, or at least avoid tax increases, has also resulted
in roughly 30% decline in new-money financing. In addition, the universe of
existing municipal bonds is shrinking. In 1995, an estimated $230 billion of
older, high-coupon issues will mature or be called as they reach their first
optional call dates. With estimates of new-issues volume at less than $150
billion, the net reduction in municipal debt outstanding could approach $100
billion this year, contracting the market by about eight percent. Ordinarily,
a reduction in supply of this magnitude would be expected to provide a
powerful boost for municipal bond values as it did earlier this year.
Uncertainties about various tax proposals, however, will probably keep
municipals from trading any better than their normal relationship to taxable
investment alternatives.
The Florida Economy
Strong service and trade sectors continue to be the driving force behind
Florida's rapid economic growth. Florida's economy continues to broaden and
diversify with substantial activity in the insurance, banking and export
markets in addition to its traditional base of agriculture and tourism. As of
March 31, 1995, the state was rated double-A by both Moody's and Standard &
Poor's with a stable outlook.
Florida Portfolio
The Florida Portfolio had a total return of 6.77% (Class A shares) for
the fiscal year ended March 31, 1995. This return compares favorably with the
6.67% average total return for all Florida municipal bond funds over the same
period, as reported by Lipper Analytical Services.
Longer-term performance of the Portfolio continues to be excellent
relative to its peers. The Portfolio's three-year cumulative total return
(excluding sales charge) of 25.28% (Class A Shares) substantially outperformed
the average cumulative total return of 23.78% for all Florida municipal bond
funds in the Lipper survey for the period ended March 31, 1995. It should be
noted that this strong showing over the last three years has been achieved
with the need for only minimal capital gains distributions, an important
consideration for investors interested in after-tax income.
While management generally has a positive outlook for the fixed-income
markets, the size of the rally experienced so far would seem to leave little
room for disappointment, and any sign of a rebound in economic activity is
likely to result in a return to higher interest rates. Management also
believes that the unique supply and demand characteristics of the municipal
market and tax-reform uncertainties will tend to exaggerate price swings
relative to taxable investments. In light of this viewpoint, management is
maintaining a balanced approach to structuring the interest-rate sensitivity
of the Portfolio by investing in a
<PAGE>42
combination of both long and short effective maturities. Most long-term
municipal bonds are callable prior to their stated maturity date. When a bond
has a coupon higher than prevailing market yields, its maturity is effectively
shortened to the call date for trading purposes because of the possibility
that the issuer will exercise its option to replace the bond with lower-cost
debt. Management is retaining high-coupon bonds that trade well above their
face value for the defensiveness of their shorter effective maturities and the
above-market level of income they provide. However, management is also
focusing on eliminating bonds with shorter call dates when they are trading
near their face value. Such bonds have unfavorable performance
characteristics because they retain the downside risk of their longer maturity
if rates should rise, but their appreciation potential is limited by the
shorter call date if interest rates decline. Management is replacing such
issues with bonds that have similar stated maturities but greater call
protection.
Management's Update (through September 13, 1995).
The fixed-income markets have been rallying in recent weeks in response
to economic reports pointing to slower growth and lower inflation. This rally
has pushed the yield on the benchmark 30-year Treasury bond to the low end of
the 6.5% to 7% range, where it has been trading over the last several months.
After significantly underperforming Treasuries during the strong rally earlier
in the year, long-term municipals have kept pace with 30-year Treasuries as
reflected in the movement in the yield of The Bond Buyer's 25 Revenue Bond
Index to 6.16% from its recent peak of 6.44% reached in mid-August. However,
municipal bonds are still quite cheap relative to Treasuries with long-term
single A issues providing over 90% of the yield available on long-term
Treasuries. The primary reason for this historically high taxable/tax-exempt
yield ratio is investor concern over the potential impact of various highly
publicized "flat tax" proposals discussed in management's last report to
shareholders. At these levels management believes that all but the most
radical tax reform proposals have been more than fully discounted, and that
long-term municipals represent excellent value.
While inflation remains quite subdued, and management does not expect it
to accelerate meaningfully from current levels, in management's opinion, any
sign of a rebound in economic activity is likely to result in a move to higher
interest rates over the near term. Management intends to retain most of the
Fund's more defensive high-coupon issues for income purposes but will have a
bias toward putting new cash flows to work in non-callable and lower-coupon
bonds in what it believes will be a positive environment for fixed-income
investments over the longer term.
<PAGE>43
The Florida Economy
Florida's recovery is among the strongest regionally, as well as
nationally. Growth in services, construction, and trade contributed to a 5%
employment increase from 1993 to 1995. Florida enjoys a sound financial
position, characterized by healthy reserves and strong management controls and
also has moderate debt levels. The state is rated double-A by both Moody's
and Standard & Poor's with a stable outlook from S&P.
<PAGE>44
Smith Barney Muni Funds -- Florida Portfolio
<TABLE>
<CAPTION>
Historical Performance Class A Shares
<S> <C> <C> <C> <C> <C>
Net Asset Value
Beginning End Income Capital Gains Total
Year Ended of Year of Year Dividends Distributions Returns(1)
3/31/95 $12.82 $12.89 $0.76 $0.00 6.77%
3/31/94 13.21 12.82 0.77 0.00 2.75
3/31/93 12.32 13.21 0.80 0.01 14.21
Inception* - 3/31/92 12.00 12.32 0.70 0.00 8.70
Total $3.03 $0.01
</TABLE>
<TABLE>
<CAPTION>
Historical Performance Class B Shares
<S> <C> <C> <C> <C> <C>
Net Asset Value
Beginning End Income Capital Gains Total
Year Ended of Year of Year Dividends Distributions Returns(1)
Inception* - 3/31/95 $11.91 $12.89 $0.29 $0.00 10.77%
</TABLE>
<TABLE>
<CAPTION>
Historical Performance Class C Shares
<S> <C> <C> <C> <C> <C>
Net Asset Value
Beginning End Income Capital Gains Total
Year Ended of Year of Year Dividends Distributions Returns(1)
3/31/95 $12.81 $12.89 $0.67 $0.00 6.12%
3/31/94 13.20 12.81 0.68 0.00 2.05
Inception* - 3/31/93 12.86 13.20 0.18 0.00 4.05
Total $1.53 $0.00
</TABLE>
It is the Fund's policy to distribute dividends monthly and capital
gains, if any, annually.
<PAGE>45
Smith Barney Muni Funds -- Florida Portfolio
<TABLE>
<CAPTION>
Average Annual Total Return
<S> <C> <C> <C>
Without Sales Charge(1)
Class A Class B Class C
Year Ended 3/31/95 6.77% N/A 6.12%
Inception* through 3/31/95 8.03 10.77% 5.50
<CAPTION>
With Sales Charge(2)
Class A Class B Class C
Year Ended 3/31/95 2.53% N/A 5.12%
Inception* through 3/31/95 6.93 6.27% 5.50
</TABLE>
<TABLE>
<CAPTION>
Cumulative Total Return
<S> <C>
Without Sales Charge(1)
Class A (Inception* through 3/31/95) 36.16%
Class B (Inception* through 3/31/95) 10.77
Class C (Inception* through 3/31/95) 12.69
<FN>
(1) Assumes reinvestment of all dividends and capital gain distributions at
net asset value and does not reflect deduction of the applicable sales
charge with respect to Class A shares or the applicable CDSC with
respect to Class B and Class C shares.
(2) Assumes reinvestment of all dividends and capital gain distributions at
net asset value. In addition, Class A shares reflect the deduction of
the maximum initial sales charge of 4.00%; Class B shares reflect the
deduction of a 4.50% CDSC, which applies if shares are redeemed less
than one year from initial purchase. This CDSC declines by 0.50% the
first year after purchase and by 1.00% per year thereafter until no CDSC
is incurred. Class C shares reflect the deduction of a 1.00% CDSC which
applies if shares are redeemed within the first year of purchase.
* Inception dates for Class A, Class B and Class C shares are April 2,
1991, November 16, 1994 and January 5, 1993, respectively.
</TABLE>
<PAGE>46
Growth of $10,000 Invested in
Class A Shares of Florida Portfolio vs.
Lehman Long Bond Index*
(unaudited)
April 1991 - March 1995
Description of Mountain Chart - Class A
A line graph depicting the total growth (including reinvestment of
dividends and capital gains) of a hypothetical investment of $10,000 on April
2, 1991 in Class A shares of the Acquired Fund as compared with the growth of
a $10,000 investment in the Lehman Long Bond Index. The plot points used to
draw the line graphs were as follows:
<TABLE>
<CAPTION>
Growth of $10,000 Investment in Growth of $10,000 Investment in
Month Ended Class A Shares Lehman Long Bond Index
<S> <C> <C>
4/2/91 9,600.00 10,000.00
3/92 10,409.59 11,138.77
3/93 11,857.00 12,768.26
3/94 12,156.30 12,914.69
3/95 12,961.00 14,080.80
<FN>
* Hypothetical illustration of $10,000 invested in Class A shares at
inception on April 2, 1991, assuming deduction of the maximum 4.00% sales
charge at the time of investment and reinvestment of dividends (after
deduction of applicable sales charges, if any) and capital gains (at net
asset value) through March 31, 1995. The Index is unmanaged and is not
subject to the same management and trading expenses of a mutual fund.
The performance of the Portfolio's other classes may be greater or less
than the Class A shares' performance indicated on this chart, depending
on whether greater or lesser sales charges and fees were incurred by
shareholders investing in the other classes.
All figures represent past performance and are not a guarantee of future
results. Investment returns and principal value will fluctuate, and
redemption values may be more or less than the original cost. No
adjustment has been made for shareholder tax liability on dividends or
capital gains.
</TABLE>
<PAGE>47
INFORMATION ABOUT THE ACQUIRED FUND
MANAGEMENT'S DISCUSSION AND ANALYSIS OF MARKET CONDITIONS AND
PORTFOLIO REVIEW (THROUGH OCTOBER 31, 1994).
During the past twelve months ended October 31, 1994, in response to
declining prices for municipal bonds, the Fund's net asset value for Class A
and Class B shares declined to $9.24 from $10.53 per share. Investors owning
Class A shares received income distributions of $0.51 per share; investors
owning Class B shares received income distributions of $0.46 per share. The
total return for this period was (7.31)% for Class A shares and (7.76)% for
Class B shares.
The year 1994 has produced a difficult investment climate for the
fixed-income investor as fear of an economic expansion and, by implication,
the threat of inflation have gripped both the global and domestic bond
markets. In an effort to combat inflation, the Federal Reserve raised
interest rates six times through October 31, 1994. This rise in interest
rates has led to a bond market characterized by pessimism and selling
pressures, and consequently lower prices for most fixed-income securities.
From management's perspective, however, trends presently aligning themselves
in the bond markets should provide positive developments for the debt markets
in general, and tax-exempt securities in particular.
When the markets become convinced that the Federal Reserve will do
what is necessary to slow economic growth, volatility should lessen and bond
prices should stabilize. This outcome becomes more likely as the Federal
Reserve raises short-term interest rates. Furthermore, as the Federal Reserve
increases interest rates, the dollar should strengthen, which would heighten
the appeal of domestic debt instruments to foreign investors, thereby
providing additional support to domestic markets. Management's is also of the
opinion that since the fall election cycle is completed, the markets will
benefit from a clearer knowledge of the political makeup and fiscal direction
of the Federal government.
The tax-exempt market should continue to benefit from higher federal
tax rates and a lack of new debt issuance, both of which heighten the value
and appeal of quality tax-exempt income. On a state level, management believes
that further tax increases will be forthcoming. Increased costs for
education, social services, prison reform and overall infrastructure needs may
force the legislature to raise taxes. Florida also assesses a significant
intangibles tax on all residents' out of state municipal holdings, which
increases the value of in-state municipal paper to Florida residents.
Management has maintained a high quality portfolio and believe that
the best quality municipal are at increasingly attractive valuation levels as
a percentage of treasuries and should outperform on a relative basis going
forward. Management believes that the
<PAGE>48
Fund is well positioned to provide its investors with high tax-exempt income
at below average volatility and risk.
Management's Update (through September 20, 1995).
Economic Overview
While the Orange County, California bankruptcy crisis remains a
lingering concern to investors, management believes that over the last six
months, tax reform has emerged as the major factor behind periodic weakness in
the tax-exempt market. The most publicized of several tax-reform proposals
currently circulating on Capitol Hill would reduce the value of tax-exempt
investments along with home mortgage interest and state and local tax
deductions. Management emphasizes that this and other plans are only
proposals, and real legislative action is still probably several years away.
Although the performance of tax-exempt investments has been
excellent so far in 1995 relative to last year's poor results, tax-reform
concerns, along with competition from a strong equity market, have caused
municipal bonds to underperform other fixed-income securities in recent
months. Municipal bonds are now quite cheap relative to Treasuries with long-
term single A issues providing over 90% of the yield available on long-term
Treasuries. At these levels, management believes that tax-exempt investors
are being compensated for any tax-reform plans that might be implemented in
the next two to three years.
During the last three to four months, interest rates have stayed
within a 25-basis point trading range, as the Federal Reserve Board's tight
monetary policy slowed economic growth. In July, the Fed began to reverse its
policy, and lowered the federal funds rate by one-quarter percentage point
from 6% to 5.75% in an effort to stimulate growth. Management expects that
the Fed will probably lower rates again some time in the fourth quarter.
Update on the State of Florida
The market for Florida tax-exempt bonds has remained active with
many new issues available. Demand from Florida's knowledgeable retail clients
who are seeking tax-free income is also strong, especially for higher-quality
bonds with 10-year call provisions. Management expects that due to large bond
issuance not only by the state, but also by local governments with the need to
improve infrastructure, some downward price adjustment will occur in the short
term. Management views this, however, as an opportunity to purchase issues at
a level that represents real value to the Fund's shareholders. Florida
currently carries an Aa rating from Moody's Investors Service and an AA rating
from Standard & Poor's Corporation.
<PAGE>49
<TABLE>
<CAPTION>
Smith Barney Florida Municipals Fund
Historical Performance Class A Shares
Year Ended October 31 Net Asset Value Capital Gains Paid Dividends Paid Total Return*
Beginning Ending
<S> <C> <C> <C> <C> <C>
11/6/92- $9.55 $10.53 $0.04 $0.49 16.07%
10/31/93
1994 10.53 9.24 0.03 0.52 (7.31)
Total $0.07 $1.01
Cumulative Total Return - (11/6/92 through 10/31/94) 7.59%
<FN>
* Figures assume reinvestment of all dividends and capital
gains distributions at net asset value and do not assume
deduction of the front- end sales charge (maximum 4.50%).
</TABLE>
THE FUND'S POLICY IS TO DISTRIBUTE DIVIDENDS MONTHLY AND CAPITAL GAINS, IF
ANY, ANNUALLY.
<PAGE>50
<TABLE>
<CAPTION>
Average Annual Total Return** Class A Shares
Without Sales Charge With Sales Charge***
Without Fee Waiver With Fee Waiver Without Fee With Fee Waiver
Waiver
<S> <C> <C> <C> <C>
Year Ended 10/31/94 (7.59)% (7.31)% (11.75)% (11.48)%
Inception (11/6/92) through 10/31/94 3.37% 3.75% 1.00% 1.38%
<FN>
** All average annual total return figures shown reflect
reinvestment of dividends and capital gains at net asset
value. The Fund's investment manager and administrator
waived investment advisory and administration fees from
November 6, 1992 to October 31, 1994. The Fund's average
annual rate of return would have been lower were not the
waivers in effect.
*** Average annual total return figures shown assume the
deduction of the maximum 4.50% sales charge.
Note: The Fund commenced operations on November 6, 1992. Class A shares
were subject to a maximum 4.50% front-end sales charge and annual service
fee of 0.15% of the value of the average daily net assets attributable to
that class. Effective November 7, 1994, the maximum front-end sales
charge for Class A shares was reduced to 4.00%.
</TABLE>
<PAGE>51
GROWTH OF $10,000 INVESTED IN CLASS A SHARES OF SMITH BARNEY FLORIDA
MUNICIPALS FUND VS. LEHMAN MUNICIPAL BOND INDEX
NOVEMBER 6, 1992 - OCTOBER 31, 1994
Description of Mountain Chart -- Class A
A line graph depicting the total growth (including reinvestment of
dividends and capital gains) of a hypothetical investment of $10,000 on
November 6, 1982 in Class A shares of the Acquired Fund as compared with the
growth of a $10,000 investment in the Lehman Municipal Bond Index. The plot
points used to draw the line graphs were as follows:
<TABLE>
<CAPTION>
Growth of $10,000
Growth of $10,000 Investment in the
Month Invested in Class A Lehman Municipal
Ended Shares of the Fund Bond Index
<S> <C> <C>
10/92 $10,000 $10,000
11/05/92 $ 9,550 --
11/92 $ 9,721 $10,179
12/92 $ 9,846 $10,361
03/93 $10,263 $10,972
06/93 $10,680 $11,026
09/93 $11,068 $11,459
12/93 $11,179 $11,509
3/94 $10,394 $11,578
6/94 $10,482 $11,299
9/94 $10,533 $11,475
10/94 $10,275 $11,307
<FN>
* Illustration of $10,000 invested in Class A shares on
November 6, 1992 assuming deduction of the maximum 4.50%
front-end sales charge at the time of investment and
reinvestment of dividends and capital gains at net asset
value through October 31, 1994.
</TABLE>
The Lehman Municipal Bond Index is an unmanaged, broad-based index which
includes about 8,000 tax-free bonds and reflects approximately $300 billion
of market capitalization.
Index information is available at month-end only; therefore the closest
month-end to inception date of the class has been used.
Note: All figures cited here and on the previous page represent past
performance of Class A shares and do not guarantee future results.
<PAGE>52
<TABLE>
<CAPTION>
Smith Barney Florida Municipals Fund
<S>
Historical Performance Class B Shares
<S> <C> <C> <C> <C> <C>
Year Ended Net Asset Value Capital Gains Dividends Paid
October 31 Beginning Ending Distributed Total Return*
11/6/92-10/31/93 $9.55 $10.53 $0.04 $0.44 15.52%
1994 10.53 9.24 0.03 0.47 (7.76)
Total $0.07 $0.91
Cumulative Total Return (11/6/92 through 10/31/94) 6.55%
<FN>
* Figures assume reinvestment of all dividends and capital
gains distributions at net asset value and do not assume
deduction of the CDSC.
</TABLE>
<TABLE>
<CAPTION>
Average Annual Total Return** Class B Shares
<S> <C> <C> <C> <C>
Without CDSC With CDSC***
Without Fee With Fee Waiver Without Fee Waiver With Fee Waiver
Waiver
Year Ended 10/31/94 (8.04)% (7.76)% (11.98)% (11.71)%
Inception 11/6/92 through 10/31/94 2.86% 3.25% 0.96% 1.34%
<FN>
** All average annual total return figures shown reflect
reinvestment of dividends and capital gains at net asset
value. The Fund's investment advisor and administrator
waived investment advisory and administration fees from
November 6, 1992 to October 31, 1994. A shareholder's
actual return during which waivers were in effect would be
the higher of the two numbers shown.
*** Average annual total return figures assume the deduction
of the maximum applicable CDSC which is described in the
Acquired Fund's prospectus.
Note: The Fund began offering Class B shares on November 6, 1992. Class
B shares are subject to a maximum 4.50% CDSC and service and distribution
fees of 0.15% and 0.50%, respectively, of the value of the average daily
net assets attributable to that class.
</TABLE>
<PAGE>53
GROWTH OF $10,000 INVESTED IN CLASS B SHARES OF
SMITH BARNEY FLORIDA MUNICIPALS FUND VS.
LEHMAN MUNICIPAL BOND INDEX
NOVEMBER 6, 1992 - OCTOBER 31, 1994
Description of Mountain Chart -- Class B
A line graph depicting the total growth (including reinvestment of
dividends and capital gains) of a hypothetical investment of $10,000 on
November 6, 1992 in Class B shares of the Acquired Fund as compared with the
growth of a $10,000 investment in the Lehman Municipal Bond Index. The plot
points used to draw the line graphs were as follows:
<TABLE>
<CAPTION>
Growth of $10,000
Growth of $10,000 Investment in the
Month Invested in Class B Lehman Municipal
Ended Shares of the Fund Bond Index
<S> <C> <C> <C>
10/92 -- $10,000
11/05/92 $10,000 --
11/92 $10,175 $10,179
12/92 $10,301 $10,361
03/93 $10,703 $10,972
06/93 $10,146 $11,026
09/93 $11,538 $11,459
12/93 $11,644 $11,509
3/94 $10,812 $11,578
6/94 $10,887 $11,299
9/94 $10,928 $11,475
10/94 $10,655** $11,307
10/94 $10,268***
<FN>
* Illustration of $10,000 invested in Class B shares on
November 6, 1992 assuming deduction of the maximum CDSC at
the time of investment and reinvestment of dividends and
capital gains at net asset value through October 31, 1994.
** Value does not assume deduction of applicable CDSC.
*** Value assumes deduction of applicable CDSC (assuming
deduction on October 31, 1994).
The Lehman Municipal Bond Index is an unmanaged, broad-based index which
includes about 8,000 tax-free bonds and reflects approximately $300 billion of
market capitalization.
Index information is available at month-end only; therefore, the closest
month-end to inception date of the Fund
has been used.
</TABLE>
Performance information is not available for Class Y shares of the
Acquired Fund because, as of the Record Date, no Class Y shares of the
Acquired Fund had been sold.
<PAGE>54
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
The following discussion comparing investment objectives, policies
and restrictions of the Acquiring Fund and the Acquired Fund is based upon and
qualified in its entirety by the disclosure in the prospectuses of the
Acquiring Fund and the Acquired Fund with respect to the Fund's respective
investment objective, policies and restrictions. For a full discussion of
these issues as they relate to the Acquiring Fund, refer to the Prospectus of
the Acquiring Fund, which accompanies this Prospectus/Proxy Statement, under
the caption "Investment Objective and Management Policies," and for a
discussion of these issues as they relate to the Acquired Fund, refer to the
Prospectus of the Acquired Fund under the caption "Investment Objective and
Management Policies."
INVESTMENT OBJECTIVE. The Acquiring Fund and the Acquired Fund have
generally similar investment objectives. The Acquired Fund seeks to provide
investors with as high a level of dividend income exempt from federal income
taxes as is consistent with prudent investment management and the preservation
of capital. The Acquiring Fund seeks to provide as high a level of income
exempt from federal income taxes as is consistent with prudent investing.
There can be no assurance that either Fund will be able to achieve its
investment objective. Both the Acquiring Fund's and the Acquired Fund's
investment objectives are considered fundamental policies which cannot be
changed without the affirmative vote of a majority, as defined in the 1940
Act, of the outstanding voting securities of the respective Fund, which is the
lesser of: (i) 67% of the voting securities of the Fund present at a meeting
of shareholders, if the holders of more than 50% of the outstanding voting
securities of such Fund are present or represented by proxy; or (ii) more than
50% of the outstanding voting securities of such Fund.
PRIMARY INVESTMENTS. The Acquired Fund operates subject to an
investment policy providing that, under normal market conditions, it will
invest at least 80% of its net assets in Florida municipal securities, which
pay interest which is excluded from gross income for federal income tax
purposes and which are exempt from the Florida intangible personal property
tax. Municipal obligations are issued to raise money for a variety of public
projects, such as health facilities, housing, airports, schools, highways and
bridges. The Acquired Fund may invest up to 20% of its net assets in
municipal securities of non-Florida municipal issuers, the interest on which
is excluded from gross income for federal income tax purposes (not including
the possible applicability of the federal alternative minimum tax), although
it does not intend to do so. When the Manager believes that market conditions
warrant adoption of a temporary defensive investment posture, the Acquiring
Fund may invest without limit in non-Florida municipal issuers and in
temporary investments as described below. The Acquiring Fund operates subject
to a fundamental policy that under normal market conditions it will seek to
invest 100% of its assets, and will invest not less than 80% of its assets, in
municipal obligations the interest on which is exempt from federal
<PAGE>55
income taxes (other than the alternative minimum tax) and not less than 65% of
its assets in municipal obligations the interest on which is also exempt from
the Florida intangibles taxes in the opinion of bond counsel to the issuers.
The Acquiring Fund may invest up to 20% of its assets in taxable fixed income
securities, but only in obligations issued or guaranteed by the full faith and
credit of the United States ("U.S. government securities"), and may invest
more than 20% of its assets in U.S. government securities during periods when
in the Manager's opinion a temporary defensive posture is warranted, including
any period when the Acquiring Fund's monies available for investment exceed
Florida's municipal obligations available for purchase that meet the Acquiring
Fund's rating, maturity and other investment criteria.
The Acquired Fund generally will invest at least 75% of its total
assets in securities rated within the four highest categories of Moody's
Investors Services, Inc. ("Moody's") (Aaa, Aa, A, Baa), Standard & Poor's
Corporation ("S&P") (AAA, AA, A, BBB), Fitch Investor Services, Inc. ("Fitch")
(AAA, AA, A, BBB), or in unrated obligations of comparable quality. Unrated
obligations will be considered to be of investment grade if deemed by the
Manager to be comparable in quality to instruments so rated, or if other
outstanding obligations of the issuers thereof are rated Baa or better by
Moody's or BBB or better by S&P or Fitch. The balance of the Acquiring Fund's
assets may be invested in securities rated as low as C by Moody's or D by S&P
or Fitch, or comparable unrated securities which are often referred to as
"junk bonds." Securities in the fourth highest rating category, though
considered to be investment grade, have speculative characteristics.
Securities rated as low as D are extremely speculative and are in actual
default of interest and/or principal payments.
Municipal bonds purchased by the Acquiring Fund must, at the time of
purchase, be investment grade municipal bonds and at least two-thirds of the
Acquiring Fund's municipal bonds must be rated in the category of A or better.
Investment grade bonds are those rated Aaa, Aa, A or Baa by Moody's or AAA,
AA, A or BBB by S&P or have an equivalent rating by any nationally recognized
statistical rating organization; pre-refunded bonds escrowed by U.S. Treasury
obligations will be considered AAA rated even though the issuer does not
obtain a new rating. Up to one-third of the assets of the Acquiring Fund may
be invested in municipal bonds rated Baa or BBB (this grade, while regarded as
having an adequate capacity to pay interest and repay principal, is considered
to be of medium quality and has speculative characteristics; in addition,
changes in economic conditions or other circumstances are more likely to lead
to a weakened capacity to make principal and interest payments than is the
case with higher grade bonds) or in unrated municipal bonds if, based upon
credit analysis by the Manager, it is believed that such securities are at
least of comparable quality to those securities in which the Acquiring Fund
may invest. After the Acquiring Fund purchases a municipal bond, the issuer
may cease to be rated or its rating may be reduced below the minimum required
for purchase. Such an event would not require the elimination of the issue
from the Acquiring Fund's portfolio but
<PAGE>56
the Manager will consider such an event in determining whether the Acquiring
Fund should continue to hold the security. The Acquiring Fund's short-term
municipal obligations will be limited to high grade obligations (obligations
that are secured by the full faith and credit of the United States or rated
MIG1 or MIG2, VMIG1 or VMIG2 or Prime-1 or Aa or better by Moody's or SP-1+,
SP-1, SP-2, or A-1 or AA or better by S&P or have an equivalent rating by any
nationally recognized statistical rating organization or obligations
determined by the Manager to be equivalent). Among the types of short-term
instruments in which the Acquired Fund may invest are floating or variable
rate term demand instruments, tax-exempt commercial paper (generally having a
maturity of less than nine months), and other types of notes generally having
maturities of less than three years, such as Tax Anticipation Notes, Revenue
Anticipation Notes, Tax and Revenue Anticipation Notes and Bond Anticipation
Notes. Demand instruments usually have an indicated maturity of more than one
year, but contain a demand feature that enables the holder to redeem the
investment on no more than 30 days' notice; variable rate demand instruments
provide for automatic establishment of a new interest rate on set dates;
floating rate demand instruments provide for automatic adjustment of their
interest rates whenever some other specified interest rate changes (e.g., the
prime rate). The Acquiring Fund may purchase participation interests
("Participations") in variable rate tax-exempt securities (such as Industrial
Development Bonds) owned by banks. Participations are frequently backed by an
irrevocable letter of credit or guarantee of a bank that the Manager has
determined meets the prescribed quality standards for the Acquiring Fund.
Participations will be purchased only if management believes interest income
on such Participations will be tax-exempt when distributed as dividends to
shareholders.
Each Fund's average weighted maturity will vary from time to time
based on the judgment of the Manager. The Acquired Fund intends to focus on
intermediate- and long-term obligations, that is, obligations with remaining
maturities at the time of purchase of between three and twenty years. The
average maturity of the Acquiring Fund's bonds will typically range between
five and thirty years.
Each Fund may invest without limits in private activity bonds.
Interest income on certain types of private activity bonds issued after August
7, 1986 to finance non-governmental activities is a specific tax preference
item for purposes of the federal individual and corporate alternative minimum
taxes. Individual and corporate shareholders may be subject to a federal
alternative minimum tax to the extent that a Fund's dividends are derived from
interest on those bonds. Dividends derived from interest income on Florida
municipal securities are a component of the "current earnings" adjustment item
for purposes of the federal corporate alternative minimum tax.
Each of the Acquired Fund and Smith Barney Muni Funds is classified
as a non-diversified investment company under the 1940 Act, which means that
each Fund is not limited by the 1940 Act in the proportion of its assets that
it may invest in the obligations of
<PAGE>57
a single issuer. Each Fund intends to conduct its operations, however, so as
to qualify as a "regulated investment company" for purposes of the Code, which
will relieve the Fund of any liability for federal income tax to the extent
its earnings are distributed to shareholders. To so qualify, among other
requirements, each Fund will limit its investments so that, at the close of
each quarter of the taxable year, (a) not more than 25% of the market value of
such Fund's total assets will be invested in the securities of a single issuer
and (b) with respect to 50% of the market value of its total assets, not more
than 5% of the market value of its total assets will be invested in the
securities of a single issuer.
Florida Municipal Securities. The two principal classifications of
Florida municipal securities are "general obligation bonds" and "revenue
bonds." General obligation bonds are secured by the issuer's pledge of its
full faith, credit and taxing power for the payment of principal and interest.
Revenue bonds are payable from the revenues derived from a particular facility
or class of facilities or, in some cases, from the proceeds of a special
excise tax or other specific revenue source, but not from the general taxing
power. Sizeable investments in such obligations could involve an increased
risk to the Fund should any of such related facilities experience financial
difficulties. In addition, certain types of private activity bonds issued by
or on behalf of public authorities to obtain funds for privately operated
facilities are included in the term Florida municipal securities, provided the
interest paid thereon qualifies as excluded from gross income for federal
income tax purposes and as exempt from Florida intangible tax. Private
activity bonds are in most cases revenue bonds and generally do not carry the
pledge of the credit of the issuing municipality.
In attempting to achieve its investment objective, the Funds may
employ, among others, the following portfolio strategies:
When-Issued Securities. New issues of Florida municipal securities
(and other tax-exempt obligations) frequently are offered on a when-issued
basis, which means that delivery and payment for such securities normally take
place within 45 days after the date of the commitment to purchase. Each Fund
will not accrue income with respect to a when-issued security prior to its
stated delivery date. When-issued securities may decline in value before this
actual delivery to a Fund. Each Fund will establish a segregated account with
the Fund's custodian consisting of cash, U.S. government securities or other
high grade debt obligations in an amount equal to the purchase price of the
Fund's when-issued commitments. A Fund generally will make commitments to
purchase Florida municipal securities (and other tax-exempt obligations) on a
when-issued basis only with the intention of actually acquiring the
securities, but the Fund may sell such securities before the delivery date if
it is deemed advisable.
Temporary Investments. Under normal market conditions, the Acquired
Fund may hold up to 20% of its total assets in cash or money market
instruments, including taxable money market instruments ("Temporary
Investments"). In addition, when the
<PAGE>58
Manager believes that market conditions warrant, including when acceptable
Florida municipal securities are unavailable, the Acquired Fund may take a
temporary defensive posture and invest without limitation in Temporary
Investments. Tax-exempt securities eligible for short-term investment by the
Acquired Fund under such circumstances are tax-exempt notes of municipal
issuers having, at the time of purchase, a rating within the two highest
grades of Moody's, S&P or Fitch or, if not rated, having an issue of
outstanding debt securities rated within the two highest grades of Moody's,
S&P or Fitch, and certain taxable short-term instruments having quality
characteristics comparable to those for tax-exempt investments. Similarly,
the Acquiring Fund may invest up to 20% of its assets in taxable fixed income
securities, but only in U.S. government securities, and may invest more than
20% of its assets in U.S. government securities during periods when in the
Manager's opinion a temporary defensive posture is warranted, including any
period when the Acquiring Fund's monies available for investments exceed
municipal obligations available for purchase that meet the Acquiring Fund's
rating, maturity and other investment criteria. To the extent a Fund holds
Temporary Investments, it may not achieve its investment objective.
Municipal Bond Index Futures Contracts and Options on Interest Rates
Futures Contracts. The Acquired Fund may enter into municipal bond index and
interest rate futures contracts and purchase and sell options on these futures
contracts that are traded on a United States securities exchange or board of
trade. Such investments, if any, by the Acquired Fund will be made solely for
the purpose of hedging against the changes in the value of its portfolio
securities and in the value of securities it intends to purchase due to
anticipated changes in interest rates and market conditions and where the
transactions are economically appropriate to the reduction of risks inherent
in the management of the Acquired Fund. The Acquired Fund will not enter into
any futures contracts or purchase options on futures contracts if, immediately
thereafter, the aggregate initial margin deposits on all of the Acquired
Fund's existing futures contracts and premiums paid for unexpired options on
futures contracts to establish such position that are not bona fide hedging
positions (as defined by the Commodities Futures Trading Commission) would
exceed 5% of the value of the Acquired Fund's total assets, after taking into
account unrealized profits and losses on any existing contracts. When the
Acquired Fund enters into futures contracts to purchase an index or debt
securities or purchases call options, an amount of cash, U.S. Government
securities or other high grade debt securities equal to the market value of
the contract will be deposited and maintained in a segregated account with the
Acquired Fund's custodian to collateralize the positions, thereby insuring
that the use of the contract is unleveraged. The Acquiring Fund may also
invest in municipal bond index futures contracts (currently traded on the
Chicago Board of Trade) or in listed contracts based on U.S. government
securities as a hedging policy in pursuit of its investment objective;
provided that immediately thereafter not more than 33-1/3% of its net assets
would be hedged or the amount of margin deposit on the Acquired Fund's net
assets would not exceed 5% of the value of its total assets. Since any income
would be taxable, it is anticipated that such investments would be made only
in those circumstances when the Manager anticipates the possibility of an
extreme change in
<PAGE>59
interest rates or in market conditions but does not wish to liquidate the
Acquiring Fund's securities.
Lending of Portfolio Securities. The Acquired Fund has the ability
to lend securities from its portfolio to brokers, dealers and other financial
organizations. Such loans, if and when made, may not exceed 20% of the
Acquiring Fund's total assets, taken at value. Loans of portfolio securities
by the Fund will be collateralized by cash, letters of credit or U.S.
government securities which are maintained at all times in an amount equal to
at least 100% of the current market value (determined by marking to market
daily) of the loaned securities. The Acquiring Fund does not have an
expressed policy regarding the lending of portfolio securities.
Illiquid Securities. The Acquired Fund will not invest more than
15% of the value of its net assets in illiquid securities, including those
that are not readily marketable or for which there is no established market.
The Acquiring Fund adheres to an operating policy of not investing more than
10% of the value of its net assets in illiquid securities.
The Acquired Fund may also purchase municipal leases, floating and
variable rate demand notes and bonds, tender option bonds, and custodial
receipts. The Acquiring Fund does not have expressed policies regarding these
types of investments.
INVESTMENT RESTRICTIONS. Each Fund has adopted the following
investment restrictions for the protection of shareholders. These
restrictions may not be changed without the approval of the holders of a
majority, as defined in the 1940 Act, of the voting securities of the Fund.
1. The Acquired Fund may not issue senior securities, as defined in
the 1940 Act and the rules and orders thereunder, except insofar as the
Acquiring Fund may be deemed to have issued senior securities by reason
of borrowing money or purchasing securities on a when-issued or delayed-
delivery basis, purchasing or selling futures contracts and options on futures
contracts and other similar instruments, and issuing separate classes of
shares. The Acquiring Fund does not have a similar investment restriction.
2. The Acquired Fund may not invest more than 25% of its total
assets in securities of issuers in the same industry. For purposes of this
limitation, U.S. government securities and securities of state or municipal
governments and their political subdivisions are not considered to be issued
by members of any industry. Similarly, the Acquiring Fund may not invest more
than 25% of its total assets taken at market value in any one industry, except
that municipal obligations and securities of the U.S. government, its agencies
and instrumentalities, and Florida municipal obligations are not considered an
industry for purposes of this limitation.
<PAGE>60
3. Neither Fund may borrow money, except that a Fund may borrow
from banks for temporary or emergency (not leveraging) purposes, including the
meeting of redemption requests which might otherwise require the untimely
disposition of securities, in an amount not exceeding 10% of the value of the
respective Fund's total assets (including, in the case of the Acquired Fund,
the amount borrowed) valued at market less liabilities (not including the
amount borrowed) at the time the borrowing is made. Whenever borrowings
exceed 5% of the value of a Fund's total assets, such Fund will not make any
additional investments. The Acquiring Fund is further prohibited from
mortgaging or pledging its assets, except to secure borrowing permitted by the
previous sentence.
4. Neither Fund may make loans. For the Acquired Fund, this
restriction does not apply to the purchase of the debt obligations in which
the Fund may invest consistent with its investment objective and policies,
repurchase agreements, and loans of its portfolio securities. For the
Acquiring Fund, this restriction does not apply except to the extent the
purchase of bonds or other evidences of indebtedness, the entry into repurchase
agreements or deposits with banks, including the Acquiring Fund's custodian,
may be considered loans.
5. The Acquired Fund may not engage in the business of underwriting
securities issued by other persons, except to the extent that the Acquired
Fund may technically be deemed to be an underwriter under the Securities Act
of 1933, as amended (the "1933 Act"), in disposing of portfolio securities.
Similarly, the Acquiring Fund may not underwrite the securities of other
issuers.
6. The Acquired Fund may not purchase or sell real estate, real
estate mortgages, real estate investment trust ("REIT") securities,
commodities or commodity contracts, but this shall not prevent the Acquired
Fund from investing in securities of issuers engaged in the real estate
business and securities which are secured by real estate or interests therein,
holding or selling real estate received in connection with securities it
holds, or trading in futures contracts and options on futures contracts. The
Acquiring Fund may not purchase or hold any real estate, except that it may
invest in securities secured by real estate or interests therein or issued by
persons (other than REITs) which deal in real estate or interests therein, and
may not purchase or sell commodities and commodity contracts, except that it
may invest in or sell municipal bond futures index contracts, provided
immediately thereafter not more than 33-1/3% of its net assets would be hedged
or the amount of margin deposits on the Acquired Fund's existing futures
contracts would not exceed 5% of the value of its total assets.
7. Neither Fund may purchase any securities on margin (except, in
the case of the Acquired Fund, for such short-term credits as are necessary
for the clearance of purchases and sales of portfolio securities) or sell any
securities short (except, in the case of the Acquired Fund, against the box).
For purposes of this restriction, the deposit or payment
<PAGE>61
by the Acquired Fund of initial maintenance margin in connection with futures
contracts and related options and options on securities is not considered to
be the purchase of a security on margin.
8. The Acquiring Fund will not invest more than 10% of its net
assets in illiquid securities, including those that are not readily marketable
or for which there is no established market. The Acquired Fund may not
purchase or otherwise acquire any security if, as a result, more than 15% of
its net assets would be invested in securities that are illiquid. This is not
a fundamental investment restriction with respect to the Acquired Fund and may
be changed by the Acquired Fund's Board of Trustees at any time.
9. The Acquiring Fund may not write or purchase put, call, straddle
or spread options. The Acquired Fund may not engage in the purchase or sale
of put, call, straddle or spread options or in the writing of such options,
except that the Fund may purchase and sell options on interest rate futures
contracts. This is not a fundamental investment restriction with respect to
the Acquired Fund and may be changed by the Acquired Fund's Board of Trustees
at any time.
Other Non-Fundamental Investment Restrictions
1. The Acquired Fund may not invest more than 5% of the value of
its total assets in the securities of issuers having a record, including
predecessors, of less than three years of continuous operation, except U.S.
government securities. This is not a fundamental investment restriction with
respect to the Acquired Fund and may be changed by the Acquired Fund's Board
of Trustees at any time. For purposes of this restriction, issuers include
predecessors, sponsors, controlling persons, general partners, guarantors and
originators of underlying assets. Similarly, as a matter of operating policy,
the Acquiring Fund will not invest more than 5% of its assets in unseasoned
issuers, including their predecessors, which have been in operation for less
than three years.
2. The Acquired Fund may not invest in companies for the purpose of
exercising control. This is not a fundamental investment restriction with
respect to the Acquired Fund and may be changed by the Acquired Fund's Board
of Trustees at any time. The Acquiring Fund does not have a similar
investment restriction.
3. The Acquired Fund may not invest in securities of other
investment companies, except as they may be acquired as part of a merger,
consolidation or acquisition of assets and to the extent permitted by Section
12 of the 1940 Act. This is not a fundamental investment restriction with
respect to the Acquired Fund and may be changed by the Acquired Fund's Board
of Trustees at any time. The Acquiring Fund does not have a similar
investment restriction but must comply with the provisions of Section 12 of
the 1940 Act.
<PAGE>62
4. The Acquiring Fund, as a matter of operating policy, will not
purchase oil, gas, or other mineral leases, rights or royalty contracts or
exploration or development programs, except that the Acquiring Fund may invest
in the securities of issuers which operate, invest in, or sponsor such
programs. The Acquired Fund may not purchase or sell oil and gas interests.
This is not a fundamental investment restriction with respect to the Acquired
Fund and may be changed by the Acquired Fund's Board of Trustees at any time.
INFORMATION ON SHAREHOLDERS' RIGHTS
General. The Acquired Fund and Smith Barney Muni Funds are open-
end, non-diversified management investment companies registered under the 1940
Act, which continuously offer to sell shares at their current net asset value.
The Acquiring Fund is a series of Smith Barney Muni Funds, which was organized
on August 14, 1985 under the laws of Massachusetts and is a business entity
commonly known as a "Massachusetts business trust." Smith Barney Muni Funds
is governed by its Declaration of Trust, By-Laws and Trustees. The Acquired
Fund is also a Massachusetts business trust governed by its Master Trust
Agreement, By-Laws, and Board of Trustees. Each Fund is also governed by
applicable state and federal law. The Acquired Fund has an unlimited number
of authorized shares of beneficial interest with a par value of $.001 per
share. The beneficial interest in the Acquiring Fund is divided into shares,
all with a par value of $.001 per share. The number of authorized shares of
Smith Barney Muni Funds that may be issued is unlimited. The Trustees of
Smith Barney Muni Funds have authorized the issuance of twenty series of
shares, each representing shares in one of twenty separate portfolios, and may
authorize the issuance of additional series of shares in the future. In both
the Acquiring Fund and the Acquired Fund, Class A shares, Class B shares,
Class C shares and Class Y shares represent interests in the assets of the
Fund and have identical voting, dividend, liquidation and other rights on the
same terms and conditions except that expenses related to the distribution of
each class of shares are borne solely by each class and each class of shares
has exclusive voting rights with respect to provisions of each Fund's Rule
12b-1 distribution plan which pertains to a particular class. Notwithstanding
the foregoing, Class B shares of either Fund will convert automatically to
Class A shares of such Fund, based on relative net asset value, eight years
after the date of the original purchase of such shares. Upon conversion,
these shares will no longer be subject to an annual distribution fee. In
addition, a certain portion of Class B shares that have been acquired through
the reinvestment of dividends and distributions will be converted to Class A
shares of the respective Fund at that time.
Trustees. The Master Trust Agreement of the Acquired Fund provides
that Trustees shall be elected by written ballot at the first meeting of
shareholders held for that purpose, and each Trustee shall serve as a Trustee
of the Acquired Fund during the lifetime of the Fund and until its termination
(as provided in the Master Trust Agreement), his death, resignation or
removal. The Declaration of Trust of Smith Barney Muni Funds provides that
<PAGE>63
the term of office of each Trustee shall be from the time of his or her
election until the termination of the Trust or until such Trustee sooner dies,
resigns or is removed. Any Trustee of the Acquired Fund may be removed by the
vote of at least two-thirds of the number of Trustees prior to such removal or
by vote or written declaration of shareholders holding not less than two-
thirds of the shares of the Acquired Fund then outstanding. A Trustee of
Smith Barney Muni Funds may be removed with cause by written instrument,
signed by at least two-thirds of the remaining Trustees. Vacancies on the
Boards of either the Acquired Fund or Smith Barney Muni Funds may be filled by
the Trustees remaining in office. A meeting of shareholders will be required
for the purpose of electing additional Trustees whenever fewer than a majority
of the Trustees then in office were elected by shareholders.
Voting Rights. Neither the Acquired Fund nor the Acquiring Fund
holds a meeting of shareholders annually, and there normally is no meeting of
shareholders for the purpose of electing Trustees unless and until such time
as less than a majority of the Trustees holding office have been elected by
shareholders. A meeting of shareholders of the Acquiring Fund, for any
purpose, must be called upon the written request of shareholders holding at
least 25% of such Fund's outstanding shares. A meeting of shareholders of the
Acquired Fund may be called by the Trustees, who shall call such meeting for
the purpose of removing any Trustee upon written request of shareholders
holding not less than 10% of the shares then outstanding. On each matter
submitted to a vote of the shareholders of the Acquired Fund or the Acquiring
Fund, each shareholder is entitled to one vote for each whole share owned and
a proportionate, fractional vote for each fractional share outstanding in the
shareholder's name on the Fund's books. With respect to the Acquired Fund, a
majority of the votes cast on an action at a shareholder meeting at which a
quorum is present shall decide any questions except when a different vote is
required or permitted by any provision of the 1940 Act or other applicable law
or as may otherwise be set forth in the Acquired Fund's organizational
documents, or in cases where the vote is submitted to the holders of one or
more but not all classes, a majority of the votes cast of the particular class
affected by the matter shall decide such matter. With respect to matters
relating to Smith Barney Muni Funds requiring a majority shareholder vote as
described in the Declaration of Trust, a majority of shares represented in
person or by proxy and entitled to vote at a meeting of shareholders at which
a quorum is present shall decide such matter. In cases where the vote is
submitted to the holders of one or more but not all series or classes, a
majority of the outstanding shares of the particular series or class affected
by the matter shall decide such matter.
Liquidation or Termination. In the event of the liquidation or
termination of any of the portfolios of Smith Barney Muni Funds or of the
Acquired Fund, the shareholders of the respective Fund are entitled to
receive, when, and as declared by the Trustees, as the case may be, the excess
of the assets over the liabilities belonging to the liquidated or terminated
portfolio of Smith Barney Muni Funds or of the Acquired Fund, as the case may
<PAGE>64
be. The assets so distributed to shareholders of the liquidated or terminated
portfolio of Smith Barney Muni Funds will be distributed among the
shareholders in proportion to the number of shares of the particular class
held by them and recorded on the books of the liquidated or terminated
portfolio of Smith Barney Muni Funds. The assets so distributed to
shareholders of the Acquired Fund will be distributed among the shareholders
in proportion to the number of shares of the particular class held by them and
recorded on the books of the Acquired Fund.
Liability of Trustees. The Master Trust Agreement of the Acquired
Fund provides that the Acquired Fund shall indemnify each Trustee and officer
against liabilities in connection with the defense or disposition of any
action, suit or other proceeding. Under the Master Trust Agreement of the
Acquired Fund, a Trustee or officer will be personally liable only if he did
not act in good faith in the reasonable belief that his action was in or not
opposed to the best interest of the Fund, and for his or her own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office. The Master Trust Agreement
further provides that Trustees and officers will be indemnified for the
expenses of litigation against them. Under the Declaration of Trust and By-
Laws of the Smith Barney Muni Funds, a Trustee will be personally liable only
for his or her own willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the office of
Trustee. The Declaration of Trust of Smith Barney Muni Funds further provides
that Trustees and officers will be indemnified for the expenses of litigation
against them unless it is determined that the person did not act in good faith
in the reasonable belief that the person's actions were in or not opposed to
the best interest of the Smith Barney Muni Funds or the person's conduct is
determined to constitute willful misfeasance, bad faith, gross negligence or
reckless disregard of the person's duties.
Rights of Inspection. Shareholders of Smith Barney Muni Funds and
the Acquired Fund have the same inspection rights as are permitted
shareholders of a Massachusetts corporation under Massachusetts corporate law.
Currently, each shareholder of a Massachusetts corporation is permitted to
inspect the records, accounts and books of a corporation for any legitimate
business purpose.
Shareholder Liability. Under Massachusetts law, shareholders of
the Acquiring Fund and the Acquired Fund may, under certain circumstances, be
held personally liable for the obligations of each Fund. Smith Barney Muni
Funds' Declaration of Trust and the Acquired Fund's Master Trust Agreement,
however, disclaim shareholder liability for acts or obligations of the
Acquiring Fund or the Acquired Fund and requires that notice of such
disclaimer be given in each agreement, obligation or instrument entered into
or executed by each Fund. Smith Barney Muni Fund's Declaration of Trust and
the Acquired Fund's Master Trust Agreement also provide for indemnification
out of the property of each Fund for all losses and expenses of any
shareholder held personally liable for the obligations of the Fund. Shares of
the Acquired Fund issued to the shareholders of the Acquired Fund in the
<PAGE>65
Reorganization will be fully paid and nonassessable when issued, transferable
without restrictions and will have no preemptive rights.
The foregoing is only a summary of certain characteristics of the
operations of the Acquiring Fund and the Acquired Fund. The foregoing is not
a complete description of the documents cited. Shareholders should refer to
the provisions of the corporate documents or trust documents and state laws
governing each Fund for a more thorough description.
ADDITIONAL INFORMATION ABOUT
SMITH BARNEY FLORIDA MUNICIPALS FUND
AND
SMITH BARNEY MUNI FUNDS
SMITH BARNEY FLORIDA MUNICIPALS FUND. Information about the
Acquired Fund is included in its current Prospectus dated December 30, 1994,
as supplemented by Prospectus Supplements dated May 25, 1995, July 10, 1995,
July 15, 1995 and July 20, 1995 and in its Statement of Additional Information
dated December 30, 1994, as supplemented on July 10, 1995, that have been
filed with the SEC, both of which are incorporated herein by reference. A
copy of the Prospectus and the Statement of Additional Information are
available upon request and without charge by writing to the Acquired Fund at
the address listed on the cover page of this Prospectus/Proxy Statement or by
calling (800) 224-7523.
SMITH BARNEY MUNI FUNDS. Information about the Acquiring Fund is
incorporated herein by reference from its current Prospectus dated July 31,
1995, as supplemented by a Prospectus Supplement dated October 2, 1995, a copy
of which accompanies this Prospectus/Proxy Statement, and the Statement of
Additional Information of Smith Barney Muni Funds dated July 31, 1995. A copy
of such Statement of Additional Information is available upon request and
without charge by writing to the Acquired Fund at the address listed on the
cover page of this Prospectus/Proxy Statement or by calling (800) 224-7523.
Both the Acquiring Fund and Smith Barney Muni Funds are subject to
the informational requirements of the Exchange Act and in accordance therewith
file reports and other information including proxy material, reports and
charter documents with the SEC. These materials can be inspected and copies
obtained at the Public Reference Facilities maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the New York Regional Office of
the SEC at 7 World Trade Center, Suite 1300, New York, New York 10048. Copies
of such material can also be obtained from the Public Reference Branch, Office
of Consumer Affairs and Information Services, SEC, Washington, D.C. 20549 at
prescribed rates.
<PAGE>66
OTHER BUSINESS
The Trustees of the Acquired Fund do not intend to present any other
business at the Meeting. If, however, any other matters are properly brought
before the Meeting, the persons named in the accompanying form of proxy will
vote thereon in accordance with their judgment.
VOTING INFORMATION
This Prospectus/Proxy Statement is furnished in connection with a
solicitation of proxies by the Board of Trustees of the Acquired Fund to be
used at the Special Meeting of Shareholders of the Acquired Fund to be held at
2.00 p.m. on November 14, 1995, at 388 Greenwich Street, New York, New York
10013, and at any adjournment or adjournments thereof. This Prospectus/Proxy
Statement, along with a Notice of the Meeting and a proxy card, is first being
mailed to shareholders of the Acquired Fund on or about October 27, 1995.
Only shareholders of record as of the close of business on the Record Date
will be entitled to notice of, and to vote at, the Meeting or any adjournment
thereof. The holders of a majority of the shares of the Acquired Fund
outstanding at the close of business on the Record Date present in person or
represented by proxy will constitute a quorum for the Meeting. For purposes
of determining a quorum for transacting business at the Meeting, abstentions
and broker "non-votes" (that is, proxies from brokers or nominees indicating
that such persons have not received instructions from the beneficial owner or
other persons entitled to vote shares on a particular matter with respect to
which the brokers or nominees do not have discretionary power) will be treated
as shares that are present but which have not been voted. For this reason,
abstentions and broker non-votes will have the effect of a "no" vote for
purposes of obtaining the requisite approval of the Plan. If the enclosed
form of proxy is properly executed and returned in time to be voted at the
Meeting, the proxies named therein will vote the shares represented by the
proxy in accordance with the instructions marked thereon. Unmarked proxies
will be voted FOR approval of the proposed Reorganization and FOR approval of
any other matters deemed appropriate. A proxy may be revoked at any time on
or before the Meeting by written notice to the Secretary of the Acquired Fund,
Christina T. Sydor, Esq., 388 Greenwich Street, New York, New York 10013.
Unless revoked, all valid proxies will be voted in accordance with the
specifications thereon or, in the absence of such specifications, FOR approval
of the Plan and the Reorganization contemplated thereby.
Approval of the Plan will require the affirmative vote of a majority
of the total number of votes entitled to be cast thereon, as defined in the
1940 Act, of the outstanding shares of the Acquired Fund, which is the lesser
of: (1) 67% of the voting securities of the Acquired Fund present at the
Meeting, if the holders of more than 50% of the outstanding voting securities
of the Acquired Fund are present or represented by proxy, or (ii) more than
<PAGE>67
50% of the outstanding shares of the Acquired Fund. For purposes of voting
with respect to the Reorganization, the Class A, Class B and Class C shares of
the Acquired Fund will vote together as a single class. Fractional shares are
entitled to proportional voting rights.
Proxy solicitations will be made primarily by mail, but proxy
solicitations also may be made by telephone, telegraph or personal interviews
conducted by officers and employees of Smith Barney and its affiliates and/or
by TSSG. In addition, Applied Mailing Systems, Inc., an affiliate of TSSG
("Applied Mailing"), or an agent of Applied Mailing, may call shareholders to
ask if they would be willing to have their votes recorded by telephone. The
latter telephone voting procedure is designed to authenticate the shareholder's
identity by asking the shareholder to provide his or her social security
number (in the case of an individual) or taxpayer identification number (in
the case of an entity). The shareholder's telephone vote will be recorded and
a confirmation will be sent to the shareholder to ensure that the vote has
been taken in accordance with the shareholder's instructions. Although a
shareholder's vote may be taken by telephone, each shareholder will receive a
copy of this Prospectus/Proxy Statement and may vote by mail using the
enclosed proxy card. The Acquired Fund has been advised by Massachusetts
counsel that this telephonic voting system complies with Massachusetts law.
The aggregate cost of solicitation of the shareholders of the Acquired Fund is
expected to be approximately $2,030. Expenses of the Reorganization,
including the costs of the proxy solicitation and the preparation of
enclosures to the Prospectus/Proxy Statement, reimbursement of expenses of
forwarding solicitation material to beneficial owners of shares of the
Acquired Fund and expenses incurred in connection with the preparation of this
Prospectus/Proxy Statement will be borne by the Acquiring Fund and the
Acquired Fund in proportion to their assets.
In the event that a quorum necessary for a meeting of shareholders
is not present or sufficient votes to approve the Reorganization are not
received by November 14, 1995, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of proxies.
In determining whether to adjourn the Meeting, the following factors may be
considered: the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation and the
information to be provided to shareholders with respect to the reasons for the
solicitation. Any such adjournment will require an affirmative vote by the
holders of a majority of the shares present in person or by proxy and entitled
to vote at the Meeting. The persons named as proxies will vote upon a
decision to adjourn the Meeting.
The votes of the shareholders of the Acquiring Fund are not being
solicited by this Prospectus/Proxy Statement.
<PAGE>68
FINANCIAL STATEMENTS AND EXPERTS
The statement of assets and liabilities of the Acquiring Fund,
including the schedule of investments, as of March 31, 1995, the related
statement of operations for the year then ended, the statement of changes in
net assets for each of the years in the two-year period then ended and the
financial highlights for each of the years in the three-year period then
ended, and for the period April 2, 1991 (commencement of operations) through
March 31, 1992, have been incorporated by reference into this Prospectus/Proxy
Statement in reliance upon the reports of KPMG Peat Marwick LLP, independent
accountants, given on the authority of such firm as experts in accounting and
auditing. The statement of assets and liabilities of the Acquired Fund,
including the schedule of investments, as of October 31, 1994, the related
statement of operations for the year then ended, the statements of changes in
net assets and financial highlights for the one-year period then ended and for
the period November 6, 1992 (commencement of operations) through October 31,
1993, have been incorporated by reference into this Prospectus/Proxy Statement
in reliance upon the report of Coopers & Lybrand L.L.P., independent
accountants, and upon the authority of such firm as experts in accounting and
auditing.
LEGAL MATTERS
Certain legal matters concerning the issuance of shares of the
Acquiring Fund will be passed upon by Sullivan & Cromwell, 125 Broad Street,
New York, New York 10004. In rendering such opinion, Sullivan & Cromwell may
rely on an opinion of Ropes & Gray as to certain matters under Massachusetts
law.
THE BOARD OF TRUSTEES OF THE ACQUIRED FUND, INCLUDING THE
INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS APPROVAL OF THE PLAN, AND ANY
UNMARKED PROXIES WITHOUT INSTRUCTIONS TO THE CONTRARY WILL BE VOTED IN FAVOR
OF APPROVAL OF THE PLAN.
<PAGE>69
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made
as of this 23rd day of October, 1995, by and between Smith Barney Florida
Municipals Fund, a Massachusetts business trust with its principal place of
business at 388 Greenwich Street, New York, New York 10013 (the "Acquired
Fund") and Smith Barney Muni Funds, a Massachusetts business trust with its
principal place of business at 388 Greenwich Street, New York, New York 10013,
on behalf of its Florida Portfolio (the "Acquiring Fund").
This Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section 368(a)(1)(C) of
the United States Internal Revenue Code of 1986, as amended (the "Code"). The
reorganization (the "Reorganization") will consist of the transfer of all or
substantially all of the assets of the Acquired Fund in exchange for Class A,
Class B and Class C shares of beneficial interest of the Acquiring Fund
(collectively, the "Acquiring Fund Shares" and each, an "Acquiring Fund
Share") and the assumption by the Acquiring Fund of scheduled liabilities of
the Acquired Fund and the distribution, after the Closing Date herein referred
to, of Acquiring Fund Shares to the shareholders of the Acquired Fund in
liquidation of the Acquired Fund and the subsequent termination of the
Acquired Fund, all upon the terms and conditions hereinafter set forth in this
Agreement.
WHEREAS, the Acquired Fund and Smith Barney Muni Funds are
registered investment companies of the management type and the Acquired Fund
owns securities that generally are assets of the character in which the
Acquiring Fund is permitted to invest;
WHEREAS, Smith Barney Muni Funds is authorized to issue shares of
beneficial interest in respect of its sub-trusts and the Acquired Fund is
authorized to issue shares of beneficial interest;
WHEREAS, the Board of Trustees of the Acquired Fund has determined
that the exchange of all or substantially all of the assets and scheduled
liabilities of the Acquired Fund for Acquiring Fund Shares and the assumption
of such liabilities by the Acquiring Fund is in the best interests of the
Acquired Fund's shareholders and that the interests of the existing
shareholders of the Acquired Fund would not be diluted as a result of this
transaction;
WHEREAS, the Board of Trustees of Smith Barney Muni Funds has
determined that the exchange of all or substantially all the assets and
scheduled liabilities of the Acquired Fund for Acquiring Fund Shares and the
assumption of such liabilities by the
<PAGE>70
Acquiring Fund is in the best interests of the Acquiring Fund's shareholders
and that the interests of the existing shareholders of the Acquired Fund would
not be diluted as a result of this transaction.
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements hereinafter set forth, the parties hereto covenant
and agree as follows:
1. TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR ACQUIRING FUND
SHARES AND ASSUMPTION OF SCHEDULED LIABILITIES OF THE ACQUIRED FUND AND
LIQUIDATION AND TERMINATION OF THE ACQUIRED FUND
1.1. Subject to the terms and conditions herein set forth and on
the basis of the representations and warranties contained herein, the Acquired
Fund agrees to transfer the Acquired Fund's assets as set forth in paragraph
1.2 to Smith Barney Muni Funds on behalf of the Acquiring Fund, and Smith
Barney Muni Funds on behalf of the Acquiring Fund agrees in exchange therefor:
(i) to deliver to the Acquired Fund the number of Class A Acquiring Fund
Shares, including fractional Class A Acquiring Fund Shares, determined by
dividing the value of the Acquired Fund's net assets attributable to its Class
A shares, computed in the manner and as of the time and date set forth in
paragraph 2.1, by the net asset value of one Class A Acquiring Fund Share,
computed in the manner and as of the time and date set forth in paragraph 2.2;
(ii) to deliver to the Acquired Fund the number of Class B Acquiring Fund
Shares, including fractional Class B Acquiring Fund Shares, determined by
dividing the value of the Acquired Fund's net assets attributable to its Class
B shares, computed in the manner and as of the time and date set forth in
paragraph 2.1, by the net asset value of one Class B Acquiring Fund Share,
computed in the manner and as of the time and date set forth in paragraph 2.2;
(iii) to deliver to the Acquired Fund the number of Class C Acquiring Fund
Shares, including fractional Class C Acquiring Fund Shares, determined by
dividing the value of the Acquired Fund's net assets attributable to its Class
C shares, computed in the manner and as of the time and date set forth in
paragraph 2.1, by the net asset value of one Class C Acquiring Fund Share,
computed in the manner and as of the time and date set forth in paragraph 2.2;
and (iv) to assume scheduled liabilities of the Acquired Fund, as set forth in
paragraph 1.3. Such transactions shall take place at the closing provided for
in paragraph 3.1 (the "Closing").
1.2. (a) The assets of the Acquired Fund to be acquired by Smith
Barney Muni Funds on behalf of the Acquiring Fund shall consist of all or
substantially all property, including, without limitation, all cash,
securities and dividends or interest receivables which are owned by the
Acquired Fund and any deferred or prepaid expenses shown as an asset on the
books of the Acquired Fund on the closing date provided in paragraph 3.1 (the
"Closing Date").
<PAGE>71
(b) The Acquired Fund has provided the Acquiring Fund with a
list of all of the Acquired Fund's assets as of the date of execution of this
Agreement. The Acquired Fund reserves the right to sell any of these
securities but will not, without the prior approval of the Acquiring Fund,
acquire any additional securities other than securities of the type in which
the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a
reasonable time prior to the Closing Date, furnish the Acquired Fund with a
statement of the Acquiring Fund's investment objectives, policies and
restrictions and a list of the securities, if any, on the Acquired Fund's list
referred to in the first sentence of this paragraph which do not conform to
the Acquiring Fund's investment objectives, policies and restrictions. In the
event that the Acquired Fund holds any investments which the Acquiring Fund
may not hold, the Acquired Fund will dispose of such securities prior to the
Closing Date. In addition, if it is determined that the portfolios of the
Acquired Fund and the Acquiring Fund, when aggregated, would contain
investments exceeding certain percentage limitations imposed upon the
Acquiring Fund with respect to such investments, the Acquired Fund, if
requested by the Acquiring Fund, will dispose of and/or reinvest a sufficient
amount of such investments as may be necessary to avoid violating such
limitations as of the Closing Date.
1.3. The Acquired Fund will endeavor to discharge all the Acquired
Fund's known liabilities and obligations prior to the Closing Date. The
Acquiring Fund shall assume all liabilities, expenses, costs, charges and
reserves reflected on an unaudited Statement of Assets and Liabilities of the
Acquired Fund prepared by Smith Barney Mutual Fund Management Inc. (the
"Manager"), as investment manager of the Acquired Fund, as of the Valuation
Date (as defined in paragraph 2.1), in accordance with generally accepted
accounting principles consistently applied from the prior audited period.
Smith Barney Muni Funds on behalf of the Acquiring Fund shall assume only
those liabilities of the Acquired Fund reflected in that unaudited Statement
of Assets and Liabilities and shall not assume any other liabilities, whether
absolute or contingent, not reflected thereon.
1.4. As provided in paragraph 3.3, as soon after the Closing Date
as is conveniently practicable (the "Liquidation Date"), the Acquired Fund
will liquidate and distribute pro rata to the Acquired Fund's shareholders of
record determined as of the close of business on the Closing Date (the
"Acquired Fund Shareholders"), the Acquiring Fund Shares it receives pursuant
to paragraph 1.1. Shareholders of Class A, Class B and Class C of the
Acquired Fund shall receive Class A, Class B and Class C shares, respectively,
of the Acquiring Fund. Such liquidation and distribution will be accomplished
by the transfer of the Acquiring Fund Shares then credited to the account of
the Acquired Fund on the books of the Acquiring Fund to open accounts on the
share records of the Acquiring Fund in the name of the Acquired Fund
Shareholders and representing the respective pro rata number of the Acquiring
Fund Shares due such shareholders. All issued and outstanding shares of the
Acquired Fund will simultaneously be cancelled on the books of the Acquired
Fund, although any outstanding share certificates representing interests in
the Acquired Fund will represent a number of Acquiring Fund Shares after the
Closing Date as determined in accordance with
<PAGE>72
paragraph 1.1. The Acquiring Fund shall not issue certificates representing
the Acquiring Fund Shares in connection with such exchange.
1.5. Ownership of Acquiring Fund Shares will be shown on the books
of the Acquiring Fund's transfer agent. Acquiring Fund Shares will be issued
in the manner described in the Acquiring Fund's current prospectus and
statement of additional information.
1.6. Any transfer taxes payable upon issuance of the Acquiring Fund
Shares in a name other than the registered holder of the Acquired Fund Shares
on the books of the Acquired Fund as of that time shall, as a condition of
such issuance and transfer, be paid by the person to whom such Acquiring Fund
Shares are to be issued and transferred.
1.7. Any reporting responsibility of the Acquired Fund is and shall
remain the responsibility of the Acquired Fund up to and including the Closing
Date and such later dates on which the Acquired Fund is terminated.
1.8. The Acquired Fund shall, following the Closing Date and the
making of all distributions pursuant to paragraph 1.4, be terminated under the
laws of the Commonwealth of Massachusetts and in accordance with its governing
documents and shall apply for an order of the Securities and Exchange
Commission (the "Commission") under Section 8(f) of the Investment Company Act
of 1940, as amended (the "1940 Act"), declaring that it has ceased to be an
investment company.
2. VALUATION
2.1. The value of the Acquired Fund's assets to be acquired by the
Acquiring Fund hereunder shall be the value of such assets computed as of the
close of regular trading on the New York Stock Exchange, Inc. (the "NYSE") on
the Closing Date (such time and date being hereinafter called the "Valuation
Date"), using the valuation procedures set forth in the Acquiring Fund's then
current prospectus or statement of additional information.
2.2. The net asset value of Acquiring Fund Shares shall be the net
asset value per share computed as of the close of regular trading on the NYSE
on the Valuation Date, using the valuation procedures set forth in the
Acquiring Fund's then current prospectus or statement of additional
information.
2.3. All computations of value shall be made by the Manager in
accordance with its regular practice as pricing agent for the Acquired Fund
and the Acquiring Fund, respectively.
<PAGE>73
3. CLOSING AND CLOSING DATE
3.1. The Closing Date shall be November 17, 1995, or such later
date as the parties may agree to in writing. All acts taking place at the
Closing shall be deemed to take place simultaneously as of the close of
business on the Closing Date unless otherwise provided. The Closing shall be
held as of 5:00 p.m. at the offices of Smith Barney Inc., 388 Greenwich
Street, New York, New York 10013, or at such other time and/or place as the
parties may agree.
3.2. In the event that on the Valuation Date (a) the NYSE or
another primary trading market for portfolio securities of the Acquiring Fund
or the Acquired Fund shall be closed to trading or trading thereon shall be
restricted or (b) trading or the reporting of trading on the NYSE or elsewhere
shall be disrupted so that accurate appraisal of the value of the net assets
of the Acquiring Fund or the Acquired Fund is impracticable, the Closing Date
shall be postponed until the first business day after the day when trading
shall have been fully resumed and reporting shall have been restored.
3.3. The Acquired Fund shall deliver at the Closing a list of the
names and addresses of the Acquired Fund's Shareholders and the number and
percentage ownership of outstanding shares owned by each such shareholder
immediately prior to the Closing, certified on behalf of the Acquired Fund by
the Chairman of the Board or President of the Acquired Fund. The Acquiring
Fund shall issue and deliver a confirmation evidencing the Acquiring Fund
Shares to be credited to the Acquired Fund's account on the Closing Date to
the Secretary of the Acquired Fund, or provide evidence satisfactory to the
Acquired Fund that such Acquiring Fund Shares have been credited to the
Acquired Fund's account on the books of the Acquiring Fund. At the Closing,
each party shall deliver to the other such bills of sale, checks, assignments,
share certificates, if any, receipts or other documents as such other party or
its counsel may reasonably request.
4. REPRESENTATIONS AND WARRANTIES
4.1. The Acquired Fund represents and warrants to Smith Barney Muni
Funds and the Acquiring Fund as follows:
(a) The Acquired Fund is a business trust duly organized and
validly existing under the laws of the Commonwealth of Massachusetts;
(b) The Acquired Fund is a registered investment company classified
as a management company of the open-end type, and its registration with the
Commission as an investment company under the 1940 Act is in full force and
effect;
<PAGE>74
(c) The Acquired Fund is not, and the execution, delivery and
performance of this Agreement will not result, in a material violation of its
Master Trust Agreement or By-Laws or of any agreement, indenture, instrument,
contract, lease or other undertaking to which the Acquired Fund is a party or
by which it is bound;
(d) The Acquired Fund has no material contracts or other
commitments (other than this Agreement) which will be terminated with
liability to the Acquired Fund prior to the Closing Date;
(e) No litigation or administrative proceeding or investigation of
or before any court or governmental body is presently pending or to the
Acquired Fund's knowledge threatened against the Acquired Fund or any of the
Acquired Fund's properties or assets (other than that previously disclosed to
the other party to the Agreement) which, if adversely determined, would
materially and adversely affect its financial condition or the conduct of its
business. The Acquired Fund knows of no facts which might form the basis for
the institution of such proceedings and is not party to or subject to the
provisions of any order, decree or judgment of any court or governmental body
which materially and adversely affects its business or its ability to
consummate the transactions herein contemplated;
(f) The Statements of Assets and Liabilities of the Acquired Fund
for the fiscal year ended October 31, 1994, and for the period from November
6, 1992 (commencement of operations) through October 31, 1993 have been
audited by Coopers & Lybrand L.L.P., independent accountants, and are in
accordance with generally accepted accounting principles consistently applied,
and such statements (copies of which have been furnished to the Acquiring
Fund) fairly reflect the financial condition of the Acquired Fund as of such
dates, and there are no known contingent liabilities of the Acquired Fund as
of such dates not disclosed therein;
(g) The Acquired Fund will file its final federal and other tax
returns for the period ending on the Closing Date in accordance with the Code.
At the Closing Date, all federal and other tax returns and reports of the
Acquired Fund required by law then to have been filed prior to the Closing
Date shall have been filed, and all federal and other taxes shown as due on
such returns shall have been paid so far as due, or provision shall have been
made for the payment thereof and, to the best of the Acquired Fund's
knowledge, no such return is currently under audit and no assessment has been
asserted with respect to such returns;
(h) For the most recent fiscal year of its operation, the Acquired
Fund has met the requirements of Subchapter M of the Code for qualification
and treatment as a regulated investment company;
<PAGE>75
(i) All issued and outstanding shares of the Acquired Fund are, and
at the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable. All of the issued and outstanding shares of the
Acquired Fund will, at the time of Closing, be held by the persons and in the
amounts set forth in the records of the transfer agent as provided in
paragraph 3.3. The Acquired Fund does not have outstanding any options,
warrants or other rights to subscribe for or purchase any shares of the
Acquired Fund, nor is there outstanding any security convertible into any
shares of the Acquired Fund (other than Class B shares of the Acquired Fund
which, under certain conditions, are convertible into Class A shares of the
Acquired Fund);
(j) At the Closing Date, the Acquired Fund will have good and
marketable title to its assets to be transferred to the Acquiring Fund
pursuant to paragraph 1.2 and full right, power and authority to sell, assign,
transfer and deliver such assets hereunder and, upon delivery and payment for
such assets, the Acquiring Fund will acquire good and marketable title
thereto, subject to no restrictions on the full transfer thereof, including
such restrictions as might arise under the Securities Act of 1933, as amended
(the "1933 Act"), other than as disclosed to the Acquiring Fund;
(k) The execution, delivery and performance of this Agreement has
been duly authorized by all necessary action on the part of the Acquired
Fund's Board of Trustees, and subject to the approval of the Acquired Fund's
shareholders, this Agreement, assuming due authorization, execution and
delivery by Smith Barney Muni Funds on behalf of the Acquiring Fund, will
constitute a valid and binding obligation of the Acquired Fund, enforceable in
accordance with its terms, subject as to enforcement, to bankruptcy,
insolvency, reorganization, moratorium and other laws relating to or affecting
creditors' rights and to general equity principles;
(l) The information to be furnished by the Acquired Fund for use in
no-action letters, applications for exemptive orders, registration statements,
proxy materials and other documents which may be necessary in connection with
the transactions contemplated hereby shall be accurate and complete in all
material respects and shall comply in all material respects with federal
securities and other laws and regulations thereunder applicable thereto; and
(m) The proxy statement of the Acquired Fund (the "Proxy
Statement") to be included in the Registration Statement referred to in
paragraph 5.7 (other than information therein that relates to Smith Barney
Muni Funds or the Acquiring Fund) will, on the effective date of the
Registration Statement and on the Closing Date, not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which such statements were made, not misleading.
<PAGE>76
4.2. Smith Barney Muni Funds and the Acquiring Fund represent and
warrant to the Acquired Fund as follows:
(a) The Acquiring Fund is a portfolio of Smith Barney Muni Funds,
which is a business trust, duly organized and validly existing under the laws
of the Commonwealth of Massachusetts;
(b) Smith Barney Muni Funds is a registered investment company
classified as a management company of the open-end type and its registration
with the Commission as an investment company under the 1940 Act is in full
force and effect;
(c) The current prospectus of the Acquiring Fund and statement of
additional information of Smith Barney Muni Funds conform in all material
respects to the applicable requirements of the 1933 Act and the 1940 Act and
the rules and regulations of the Commission thereunder and do not include any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not materially
misleading;
(d) At the Closing Date, Smith Barney Muni Funds will have good and
marketable title to the Acquiring Fund's assets;
(e) Smith Barney Muni Funds is not, and the execution, delivery and
performance of this Agreement on behalf of the Acquiring Fund will not result,
in a material violation of its Declaration of Trust or By-Laws or of any
agreement, indenture, instrument, contract, lease or other undertaking with
respect to the Acquiring Fund to which Smith Barney Muni Funds or the
Acquiring Fund is a party or by which it is bound;
(f) No litigation or administrative proceeding or investigation of
or before any court or governmental body is presently pending or threatened
against the Acquiring Fund or Smith Barney Muni Funds with respect to the
Acquiring Fund or any of the Acquiring Fund's properties or assets. Smith
Barney Muni Funds and the Acquiring Fund know of no facts which might form the
basis for the institution of such proceedings and neither Smith Barney Muni
Funds nor the Acquiring Fund is a party to or subject to the provisions of any
order, decree or judgment of any court or governmental body which materially
and adversely affects the Acquiring Fund's business or Smith Barney Muni
Funds' ability on behalf of the Acquiring Fund to consummate the transactions
contemplated herein;
(g) The Statements of Assets and Liabilities of the Acquiring Fund
for the three fiscal years ended March 31, 1995 and for the period April 2,
1991 (commencement of operations) to March 31, 1992, have been audited by KPMG
Peat Marwick LLP, independent accountants, and are in accordance with
generally accepted accounting principles consistently applied, and such
statements (copies of which have been furnished to the
<PAGE>77
Acquired Fund) fairly reflect the financial condition of the Acquiring Fund as
of such dates, and there are no known contingent liabilities of the Acquiring
Fund as of such dates not disclosed therein;
(h) At the Closing Date, all federal and other tax returns and
reports of the Acquiring Fund required by law then to have been filed by such
date shall have been filed, and all federal and other taxes shown as due on
said returns and reports shall have been paid so far as due, or provision
shall have been made for the payment thereof and, to the best of the Acquiring
Fund's knowledge, no such return is currently under audit and no assessment
has been asserted with respect to such returns;
(i) For the most recent fiscal year of its operation, the Acquiring
Fund has met the requirements of Subchapter M of the Code for qualification
and treatment as a regulated investment company and the Acquiring Fund intends
to do so in the future;
(j) At the date hereof, all issued and outstanding shares of the
Acquiring Fund are, and at the Closing Date will be, duly and validly issued
and outstanding, fully paid and non-assessable. The Acquiring Fund does not
have outstanding any options, warrants or other rights to subscribe for or
purchase any shares of the Acquiring Fund, nor is there outstanding any
security convertible into shares of the Acquiring Fund (other than Class B
shares of the Acquiring Fund which, under certain conditions, are convertible
into Class A shares of the Acquiring Fund);
(k) The execution, delivery and performance of this Agreement has
been duly authorized by all necessary action, if any, on the part of Smith
Barney Muni Funds' Board of Trustees, and this Agreement, assuming due
authorization, execution and delivery by the Acquired Fund, constitutes a
valid and binding obligation of Smith Barney Muni Funds on behalf of the
Acquiring Fund, enforceable in accordance with its terms, subject as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium and other
laws relating to or affecting creditors' rights and to general equity
principles;
(l) The Acquiring Fund Shares to be issued and delivered to the
Acquired Fund, for the account of the Acquired Fund Shareholders, pursuant to
the terms of this Agreement, will at the Closing Date have been duly
authorized and, when so issued and delivered, will be duly and validly issued
Acquiring Fund Shares, and will be fully paid and non-assessable;
(m) The information to be furnished by the Acquiring Fund for use
in no-action letters, applications for exemptive orders, registration
statements, proxy materials and other documents which may be necessary in
connection with the transactions contemplated hereby shall be accurate and
complete in all material respects and shall comply
<PAGE>78
in all material respects with federal securities and other laws and
regulations applicable thereto;
(n) The Proxy Statement to be included in the Registration
Statement (only insofar as it relates to Smith Barney Muni Funds and the
Acquiring Fund) will, on the effective date of the Registration Statement and
on the Closing Date, not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which such
statements were made, not misleading; and
(o) Smith Barney Muni Funds, on behalf of the Acquiring Fund,
agrees to use all reasonable efforts to obtain the approvals and
authorizations required by the 1933 Act, the 1940 Act and such of the state
Blue Sky or securities laws as it may deem appropriate in order to continue
the Acquiring Fund's operations after the Closing Date.
5. COVENANTS OF THE ACQUIRING FUND, SMITH BARNEY MUNI FUNDS AND THE ACQUIRED
FUND
5.1. The Acquired Fund and Smith Barney Muni Funds on behalf of the
Acquiring Fund each will operate its business in the ordinary course between
the date hereof and the Closing Date. It is understood that such ordinary
course of business will include the declaration and payment of customary
dividends and distributions and any other dividends and distributions deemed
advisable, in each case payable either in cash or in additional shares.
5.2. The Acquired Fund will call a meeting of its shareholders to
consider and act upon this Agreement and to take all other action necessary to
obtain approval of the transactions contemplated herein.
5.3. The Acquired Fund covenants that the Acquiring Fund Shares to
be issued hereunder are not being acquired for the purpose of making any
distribution thereof other than in accordance with the terms of this
Agreement.
5.4. The Acquired Fund will assist the Acquiring Fund in obtaining
such information as the Acquiring Fund reasonably requests concerning the
beneficial ownership of the Acquired Fund's shares.
5.5. Subject to the provisions of this Agreement, the Acquired Fund
and Smith Barney Muni Funds on behalf of the Acquiring Fund, each will take,
or cause to be taken, all action, and do or cause to be done, all things
reasonably necessary, proper or advisable to consummate and make effective the
transactions contemplated by this Agreement.
<PAGE>79
5.6. As promptly as practicable, but in any case within sixty days
after the Closing Date, the Acquired Fund shall furnish the Acquiring Fund, in
such form as is reasonably satisfactory to the Acquiring Fund, a statement of
the earnings and profits of the Acquired Fund for federal income tax purposes
which will be carried over to the Acquiring Fund as a result of Section 381 of
the Code and which will be certified by the Chairman of the Board or President
and the Treasurer of the Acquired Fund.
5.7. The Acquired Fund will provide the Acquiring Fund with
information reasonably necessary for the preparation of a prospectus (the
"Prospectus") which will include the Proxy Statement, referred to in paragraph
4.1(m), all to be included in a Registration Statement on Form N-14 of the
Acquiring Fund (the "Registration Statement"), in compliance with the 1933
Act, the Securities Exchange Act of 1934 (the "1934 Act") and the 1940 Act in
connection with the meeting of the Acquired Fund's shareholders to consider
approval of this Agreement and the transactions contemplated herein.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND
The obligations of the Acquired Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by
Smith Barney Muni Funds and the Acquiring Fund of all of the obligations to be
performed by them hereunder on or before the Closing Date and, in addition
thereto, the following further conditions:
6.1. All representations and warranties of Smith Barney Muni Funds
and the Acquiring Fund contained in this Agreement shall be true and correct
in all material respects as of the date hereof and, except as they may be
affected by the transactions contemplated by this Agreement, as of the Closing
Date with the same force and effect as if made on and as of the Closing Date;
6.2. Smith Barney Muni Funds on behalf of the Acquiring Fund shall
have delivered to the Acquired Fund a certificate executed in its name by its
Chairman of the Board, President or Vice President and its Treasurer or
Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund
and dated as of the Closing Date, to the effect that the representations and
warranties of Smith Barney Muni Funds and the Acquiring Fund made in this
Agreement are true and correct in all material respects at and as of the
Closing Date, except as they may be affected by the transactions contemplated
by this Agreement; and
6.3. The Acquired Fund shall have received on the Closing Date a
favorable opinion from Sullivan & Cromwell, counsel to the Acquiring Fund,
dated as of the Closing Date, in a form reasonably satisfactory to Christina
T. Sydor, Esq., Secretary of the Acquired Fund, covering the following points:
<PAGE>80
That (a) Smith Barney Muni Funds is a business trust duly organized and
validly existing under the laws of the Commonwealth of Massachusetts; (b)
Smith Barney Muni Funds is an open-end management investment company
registered under the 1940 Act; (c) this Agreement, the Reorganization
provided for hereunder and the execution of this Agreement have been duly
authorized and approved by all requisite action of Smith Barney Muni
Funds, and this Agreement has been duly executed and delivered by Smith
Barney Muni Funds and, assuming due authorization by the Acquired Fund,
is a valid and binding obligation of Smith Barney Muni Funds with respect
to the Acquiring Fund, enforceable in accordance with its terms against
the assets of the Acquiring Fund, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to
general equity principles; and (d) the Acquiring Fund Shares to be issued
to the Acquired Fund for distribution to its shareholders pursuant to
this Agreement have been duly authorized and, when issued in accordance
with this Agreement, will be validly issued and fully paid and
non-assessable.
Such opinion may state that it is solely for the benefit of the
Acquired Fund, its Trustees and its officers. Such counsel may rely, as to
matters governed by the laws of the Commonwealth of Massachusetts, on an
opinion of Massachusetts counsel.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF SMITH BARNEY MUNI FUNDS IN RESPECT
OF THE ACQUIRING FUND
The obligations of Smith Barney Muni Funds on behalf of the
Acquiring Fund to complete the transactions provided for herein shall be
subject, at its election, to the performance by the Acquired Fund of all the
obligations to be performed by it hereunder on or before the Closing Date and,
in addition thereto, the following conditions:
7.1. All representations and warranties of the Acquired Fund
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Closing Date with the same force and
effect as if made on and as of the Closing Date;
7.2. The Acquired Fund shall have delivered to Smith Barney Muni
Funds on behalf of the Acquiring Fund a statement of the Acquired Fund's
assets and liabilities, together with a list of the Acquired Fund's portfolio
securities showing the tax basis of such securities by lot and the holding
periods of such securities, as of the Closing Date, certified by the Treasurer
or Assistant Treasurer of the Acquired Fund;
7.3. The Acquired Fund shall have delivered to Smith Barney Muni
Funds on behalf of the Acquiring Fund on the Closing Date a certificate
executed in its name by its Chairman of the Board, President or Vice President
and its Treasurer or Assistant Treasurer,
<PAGE>81
in form and substance satisfactory to the Acquiring Fund and dated as of the
Closing Date, to the effect that the representations and warranties of the
Acquired Fund made in this Agreement are true and correct in all material
respects at and as of the Closing Date, except as they may be affected by the
transactions contemplated by this Agreement; and
7.4. The Acquiring Fund shall have received on the Closing Date a
favorable opinion of Willkie Farr & Gallagher, counsel to the Acquired Fund,
in a form satisfactory to Christina T. Sydor, Esq., Secretary of the Acquiring
Fund, covering the following points:
That (a) the Acquired Fund is a voluntary association of the type
commonly referred to as a Massachusetts business trust, duly organized
and validly existing under the laws of the Commonwealth of Massachusetts
pursuant to its Master Trust Agreement; (b) the Acquired Fund is an open-
end management investment company registered under the 1940 Act; and (c)
this Agreement, the Reorganization provided for hereunder and the
execution of this Agreement have been duly authorized and approved by all
requisite action of the Acquired Fund, and this Agreement has been duly
executed and delivered by and, assuming due authorization, execution and
delivery by Smith Barney Muni Funds with respect to the Acquiring Fund,
is a valid and binding obligation of the Acquired Fund enforceable in
accordance with its terms against the assets of the Acquired Fund,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles.
Such opinion may state that it is solely for the benefit of the
Acquiring Fund, its Trustees and its officers. Such counsel may rely, as to
matters governed by the laws of the Commonwealth of Massachusetts, on an
opinion of Massachusetts counsel.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND, SMITH
BARNEY MUNI FUNDS AND THE ACQUIRING FUND
If any of the conditions set forth below do not exist on or before
the Closing Date with respect to Smith Barney Muni Funds on behalf of the
Acquiring Fund, or the Acquired Fund, the other party to this Agreement shall,
at its option, not be required to consummate the transactions contemplated by
this Agreement:
8.1. This Agreement and the transactions contemplated herein shall
have been approved by the requisite vote of the holders of the outstanding
shares of the Acquired Fund in accordance with the provisions of its Master
Trust Agreement and By-Laws and certified copies of the votes evidencing such
approval shall have been delivered to the Acquiring Fund. Notwithstanding
anything herein to the contrary, neither the Acquired Fund nor Smith
<PAGE>82
Barney Muni Funds on behalf of the Acquiring Fund may waive the conditions set
forth in this paragraph 8.1;
8.2. On the Closing Date, no action, suit or other proceeding shall
be pending before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain damages or other relief in connection with,
this Agreement or the transactions contemplated herein;
8.3. All consents of other parties and all other consents, orders
and permits of federal, state and local regulatory authorities (including
those of the Commission and of state Blue Sky and securities authorities,
including "no-action" positions of and exemptive orders from such federal and
state authorities) deemed necessary by the Acquiring Fund or the Acquired Fund
to permit consummation, in all material respects, of the transactions
contemplated hereby shall have been obtained, except where failure to obtain
any such consent, order or permit would not involve a risk of a material
adverse effect on the assets or properties of the Acquiring Fund or the
Acquired Fund, provided that either party hereto may for itself waive any of
such conditions;
8.4. The Registration Statement shall have become effective under
the 1933 Act and no stop orders suspending the effectiveness thereof shall
have been issued and, to the best knowledge of the parties hereto, no
investigation or proceeding for that purpose shall have been instituted or be
pending, threatened or contemplated under the 1933 Act;
8.5. The Acquired Fund shall have declared and paid a dividend or
dividends on the outstanding shares of the Acquired Fund which, together with
all previous such dividends, shall have the effect of distributing to the
shareholders of the Acquired Fund all of the investment company taxable income
of the Acquired Fund for all taxable years ending on or prior to the Closing
Date. The dividend declared and paid by the Acquired Fund shall also include
all of such fund's net capital gain realized in all taxable years ending on or
prior to the Closing Date (after reduction for any capital loss carryforward);
8.6. The parties shall have received a favorable opinion of Willkie
Farr & Gallagher, addressed to the Acquired Fund and Smith Barney Muni Funds
in respect of the Acquiring Fund and satisfactory to Christina T. Sydor, Esq.,
as Secretary of each of the Funds, substantially to the effect that for
federal income tax purposes:
(a) the transfer of all or substantially all of the Acquired Fund's
assets in exchange for Acquiring Fund Shares and the assumption by the
Acquiring Fund of scheduled liabilities of the Acquired Fund will
constitute a "reorganization" within the meaning of Section 368(a)(1)(C)
of the Code, and the Acquiring Fund and the Acquired Fund are each a
"party to a reorganization" within the meaning of Section 368(b) of the
Code; (b) no gain or loss will be recognized by the Acquiring Fund upon
the receipt
<PAGE>83
of the assets of the Acquired Fund in exchange for the Acquiring Fund Shares
and the assumption by the Acquiring Fund of scheduled liabilities of the
Acquired Fund; (c) no gain or loss will be recognized by the Acquired Fund
upon the transfer of the Acquired Fund's assets to the Acquiring Fund in
exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of
scheduled liabilities of the Acquired Fund or upon the distribution (whether
actual or constructive) of Acquiring Fund Shares to Acquired Fund's
shareholders; (d) no gain or loss will be recognized by shareholders of the
Acquired Fund upon the exchange of their Acquired Fund shares for the
Acquiring Fund Shares; (e) the aggregate tax basis for Acquiring Fund Shares
received by each of the Acquired Fund's shareholders pursuant to the
Reorganization will be the same as the aggregate tax basis of the Acquired
Fund shares held by such shareholder immediately prior to the Reorganization,
and the holding period of Acquiring Fund Shares to be received by each
Acquired Fund shareholder will include the period during which the Acquired
Fund shares exchanged therefor were held by such shareholder (provided that
the Acquired Fund shares were held as capital assets on the date of the
Reorganization); and (f) the tax basis to the Acquiring Fund of the Acquired
Fund's assets acquired by the Acquiring Fund will be the same as the tax basis
of such assets to the Acquired Fund immediately prior to the Reorganization,
and the holding period of the assets of the Acquired Fund in the hands of the
Acquiring Fund will include the period during which those assets were held by
the Acquired Fund.
Notwithstanding anything herein to the contrary, neither the
Acquired Fund nor Smith Barney Muni Funds on behalf of the Acquiring Fund may
waive the conditions set forth in this paragraph 8.6.
9. BROKERAGE FEES AND EXPENSES
9.1. The Acquired Fund represents and warrants to Smith Barney Muni
Funds on behalf of the Acquiring Fund, and Smith Barney Muni Funds on behalf
of the Acquiring Fund represents and warrants to the Acquired Fund, that there
are no brokers or finders entitled to receive any payments in connection with
the transactions provided for herein.
9.2. (a) Except as may be otherwise provided herein, Smith Barney
Inc., the distributor of the Acquiring Fund and the Acquired Fund, shall be
liable for the expenses incurred in connection with entering into and carrying
out the provisions of this Agreement, including the expenses of: (i) counsel
and independent accountants associated with the Reorganization; (ii) printing
and mailing the Prospectus/Proxy Statement and soliciting proxies in
connection with the meeting of shareholders of the Acquired Fund referred to
in paragraph 5.2 hereof; (iii) any special pricing fees associated with the
valuation of the Acquired Fund's or the Acquiring Fund's portfolio on the
Closing Date; (iv) expenses associated with preparing this Agreement and
preparing and filing the Registration Statement
<PAGE>84
under the 1933 Act covering the Acquiring Fund Shares to be issued in the
Reorganization; (v) registration or qualification fees and expenses of
preparing and filing such forms, if any, necessary under applicable state
securities laws to qualify the Acquiring Fund Shares to be issued in
connection with the Reorganization. The Acquired Fund shall be liable for:
(x) all fees and expenses related to the liquidation and termination of the
Acquired Fund; and (y) fees and expenses of the Acquired Fund's custodian and
transfer agent incurred in connection with the Reorganization. The Acquiring
Fund shall be liable for any fees and expenses of the Acquiring Fund's
custodian and transfer agent incurred in connection with the Reorganization.
(b) Consistent with the provisions of paragraph 1.3, the Acquired
Fund, prior to the Closing, shall pay for or include in the unaudited
Statement of Assets and Liabilities prepared pursuant to paragraph 1.3 all of
its known and reasonably estimated expenses associated with the transactions
contemplated by this Agreement.
10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1. The parties hereto agree that no party has made any
representation, warranty or covenant not set forth herein and that this
Agreement constitutes the entire agreement between the parties.
10.2. The representations, warranties and covenants contained in
this Agreement or in any document delivered pursuant hereto or in connection
herewith shall survive the consummation of the transactions contemplated
hereunder.
11. TERMINATION
11.1. This Agreement may be terminated at any time prior to the
Closing Date by: (i) the mutual agreement of Smith Barney Muni Funds on
behalf of the Acquiring Fund and the Acquired Fund; (ii) Smith Barney Muni
Funds on behalf of the Acquiring Fund in the event that the Acquired Fund
shall, or the Acquired Fund in the event that Smith Barney Muni Funds or the
Acquiring Fund shall, materially breach any representation, warranty or
agreement contained herein to be performed at or prior to the Closing Date; or
(iii) Smith Barney Muni Funds on behalf of the Acquiring Fund, or by the
Acquired Fund, if a condition herein expressed to be precedent to the
obligations of the terminating party has not been met and it reasonably
appears that it will not or cannot be met.
11.2. In the event of any such termination, there shall be no
liability for damages on the part of either Smith Barney Muni Funds on behalf
of the Acquiring Fund or the Acquired Fund or their respective Trustees or
officers to the other party, but each shall bear the expenses incurred by it
incidental to the preparation and carrying out of this Agreement as provided
in paragraph 9.
<PAGE>85
12. AMENDMENTS; WAIVERS
12.1. This Agreement may be amended, modified or supplemented in
such manner as may be mutually agreed upon in writing by the authorized
officers of Smith Barney Muni Funds and the Acquired Fund; provided, however,
that following the meeting of the Acquired Fund shareholders called by the
Acquired Fund pursuant to paragraph 5.2 of this Agreement, no such amendment
may have the effect of changing the provisions for determining the number of
Acquiring Fund Shares to be issued to the Acquired Fund's shareholders under
this Agreement to the detriment of such shareholders without their further
approval.
12.2. At any time prior to the Closing Date either party hereto
may by written instrument signed by it (i) waive any inaccuracies in the
representations and warranties made to it contained herein and (ii) waive
compliance with any of the covenants or conditions made for its benefit
contained herein.
13. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by hand
delivery, prepaid telegraph, telecopy or certified mail addressed to Smith
Barney Muni Funds, 388 Greenwich Street, 22nd Floor, New York, New York 10013,
Attention: Heath B. McLendon; or to Smith Barney Florida Municipals Fund, 388
Greenwich Street, 22nd Floor, New York, New York 10013, Attention: Jessica
Bibliowicz.
14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF
LIABILITY
14.1. The article and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
14.2. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
14.3. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
14.4. This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns, but no assignment
or transfer hereof or of any rights or obligations hereunder shall be made by
any party without the written consent of the other party. Nothing herein
expressed or implied is intended or shall be construed to confer
<PAGE>86
upon or give any person, firm, corporation or other entity, other than the
parties hereto and their respective successors and assigns, any rights or
remedies under or by reason of this Agreement.
14.5. It is expressly agreed that the obligations of the
Acquired Fund, and Smith Barney Muni Funds in respect of the Acquiring Fund,
shall not be binding upon any of their respective Trustees, shareholders,
nominees, officers, agents or employees personally, but bind only the trust
property of the Acquired Fund or the Acquired Fund, as the case may be, as
provided in the trust instruments of the Acquired Fund and Smith Barney Muni
Funds. The execution and delivery of this Agreement have been authorized by
the Trustees of each of the Acquired Fund and of Smith Barney Muni Funds and
this Agreement has been executed by authorized officers of each of the
Acquired Fund and of Smith Barney Muni Funds, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such
officers shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the trust
property of the Acquired Fund or the Acquiring Fund, as the case may be, as
provided in the Acquired Fund's Master Trust Agreement and Smith Barney Muni
Funds' Declaration of Trust, respectively.
<PAGE>87
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its Chairman of the Board, President or Vice
President and attested by its Secretary or Assistant Secretary.
Attest: SMITH BARNEY MUNI FUNDS
on behalf of FLORIDA PORTFOLIO
/s/ Christina T. Sydor By: /s/ Heath B. McLendon
Name: Christina T. Sydor Name: Heath B. McLendon
Title: Secretary Title: Chairman of the Board
Attest: SMITH BARNEY FLORIDA MUNICIPALS
FUND
/s/ Christina T. Sydor By: /s/ Jessica Bibliowicz
Name: Christina T. Sydor Name: Jessica Bibliowicz
Title: Secretary Title: President
<PAGE>88
PROSPECTUS
OF
SMITH BARNEY MUNI FUNDS -- FLORIDA PORTFOLIO
DATED JULY 31, 1995
AS SUPPLEMENTED BY A PROSPECTUS SUPPLEMENT
DATED OCTOBER 2, 1995
<PAGE>89
SMITH BARNEY MUNI FUNDS
Florida Portfolio
Limited Term Portfolio
New York Portfolio
Supplement dated October 2, 1995 to
Prospectuses dated July 31, 1995
The Trustees of Smith Barney Muni Funds (the "Fund") have approved a
new management agreement on behalf of each of the Florida Portfolio, the
Limited Term Portfolio and the New York Portfolio (each a "Portfolio" and
collectively, the "Portfolios") to increase the effective management fee paid
by the Fund on behalf of each Portfolio.
Under the current management agreement the Fund pays an effective
management fee at an annual rate of 0.45% of each Portfolio's average daily
net assets. Under the proposed management agreement the Fund would pay an
effective management fee at an annual rate of 0.50% of each Portfolio's
average daily net assets.
The proposed changes are subject to the approval of each Portfolio's
shareholders. Proxy materials describing the proposed changes are being
mailed to the Fund's shareholders of record as of September 29, 1995 in
anticipation of the Special Meeting of Shareholders scheduled to be held on
November 13, 1995. If the proposed management agreement is not approved, the
current management agreement will remain in effect.
<PAGE>90
PROSPECTUS
SMITH BARNEY
MUNI FUNDS
FLORIDA
PORTFOLIO
JULY 31, 1995
Prospectus begins on page one
[LOGO] Smith Barney Mutual Funds
Investing for your future.
Everyday.
<PAGE>91
Smith Barney Muni Funds - Florida Portfolio
=============================================
Prospectus JULY 31, 1995
=============================================
388 Greenwich Street
New York, NY 10013
(212) 723-9218
The Florida Portfolio (the "Portfolio") is one of thirteen investment
portfolios that currently comprise Smith Barney Muni Funds (the "Fund").
The Portfolio seeks to pay its shareholders as high a level of monthly
income exempt from Federal income taxes as is consistent with prudent
investing. The Portfolio will invest primarily in obligations issued by the
State of Florida and its political subdivisions, agencies and
instrumentalities. The Portfolio will seek generally to select investments
that will enable its shares to be exempt from the Florida intangibles tax.
The Portfolio may invest without limit in municipal obligations whose
interest is a tax preference for purposes of the Federal alternative
minimum tax.
This Prospectus sets forth concisely certain information about the
Fund and the Portfolio, including sales charges, distribution and service
fees and expenses, that prospective investors will find helpful in making
an investment decision. Investors are encouraged to read this Prospectus
carefully and retain it for future reference.
Additional information about the Portfolio is contained in a
Statement of Additional Information dated JULY 31, 1995, as amended or
supplemented from time to time, that is available upon request and without
charge by calling or writing the Fund at the telephone number or address set
forth above or by contacting a Smith Barney Financial Consultant. The
Statement of Additional Information has been filed with the
Securities and Exchange Commission (the "SEC") and is incorporated by reference
into this Prospectus in its entirety.
SMITH BARNEY INC.
Distributor
SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
Investment Manager
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
1
<PAGE>92
- ------------------------------------------------------------------------------
Smith Barney Muni Funds - Florida Portfolio
- ------------------------------------------------------------------------------
Table of Contents
Prospectus Summary 3
Financial Highlights 9
Investment Objective and Management Policies 11
Valuation of Shares 16
Dividends, Distributions and Taxes 16
Purchase of Shares 19
Exchange Privilege 27
Redemption of Shares 30
Minimum Account Size 32
Performance 32
Management of the Fund 33
Distributor 34
Additional Information 35
==============================================================================
No person has been authorized to give any information or to make any
representations in connection with this offering other than those
contained in this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the
Fund or the Distributor. This Prospectus does not constitute an offer by
the Fund or the Distributor to sell or a solicitation of an offer to buy any
of the securities offered hereby in any jurisdiction to any person to whom
it is unlawful to make such offer or solicitation in such
jurisdiction.
==============================================================================
2
<PAGE>93
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Prospectus Summary
================================================================================
The following summary is qualified in its entirety by detailed
information appearing elsewhere in this Prospectus and in the Statement of
Additional Information. Cross references in this summary are to headings in the
Prospectus. See "Table of Contents."
INVESTMENT OBJECTIVE The Portfolio seeks to pay its shareholders as high a
level of monthly income exempt from Federal income taxes as is consistent with
prudent investing. The Portfolio will invest primarily in obligations
issued by the State of Florida and its political subdivisions,
agencies and instrumentalities. The Portfolio will seek generally to select
investments that will enable its shares to be exempt from the Florida
intangibles tax. The Portfolio may invest without limit in municipal
obligations whose interest is a tax preference for purposes of the Federal
alternative minimum tax. See "Investment Objective and Management Policies."
ALTERNATIVE PURCHASE ARRANGEMENTS The Portfolio offers several classes
of shares ("Classes") to investors designed to provide them with the
flexibility of selecting an investment best suited to their needs. The general
public is offered three Classes of shares: Class A shares, Class B shares
and Class C shares, which differ principally in terms of sales charges and
rate of expenses to which they are subject. A fourth Class of shares, Class Y
shares, is offered only to investors meeting an initial investment
minimum of $5,000,000. See "Purchase of Shares" and "Redemption of
Shares."
Class A Shares. Class A shares are sold at net asset value plus an
initial sales charge of up to 4.00% and are subject to an annual service fee
of 0.15% of the average daily net assets of the Class. The initial sales
charge may be reduced or waived for certain purchases. Purchases of Class
A shares, which when combined with current holdings of Class A shares
offered with a sales charge equal or exceed $500,000 in the aggregate, will
be made at net asset value with no initial sales charge, but will be subject
to a contingent deferred sales charge ("CDSC") of 1.00% on redemptions made
within 12 months of purchase. See "Prospectus Summary -- Reduced or No Initial
Sales Charge."
Class B Shares. Class B shares are offered at net asset value
subject to a maximum CDSC of 4.50% of redemption proceeds, declining by 0.50%
the first year after purchase and by 1.00% each year thereafter to
zero. This CDSC may be waived for certain redemptions. Class B shares are
subject to an annual service fee of 0.15% and an annual distribution fee of
0.50% of the average daily net assets of the Class. The Class B shares'
distribution fee may cause that Class to have higher expenses and pay
lower dividends than Class A shares.
Class B Shares Conversion Feature. Class B shares will convert
automatically to Class A shares, based on relative net asset value, eight
years after the date of the
3
<PAGE>94
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Prospectus Summary (continued)
================================================================================
original purchase. Upon conversion, these shares will no longer be subject
to an annual distribution fee. In addition, a certain portion of Class B
shares that have been acquired through the reinvestment of dividends and
distributions ("Class B Dividend Shares") will be converted at that time. See
"Purchase of Shares -- Deferred Sales Charge Alternatives."
Class C Shares. Class C shares are sold at net asset value with no
initial sales charge. They are subject to an annual service fee of 0.15% and
an annual distribution fee of 0.55% of the average daily net assets of the
Class, and investors pay a CDSC of 1.00% if they redeem Class C shares within
12 months of purchase. The CDSC may be waived for certain redemptions. The
Class C shares' distribution fee may cause that Class to have higher expenses
and pay lower dividends than Class A shares. Purchases of Portfolio shares,
which when combined with current holdings of Class C shares of the
Portfolio equal or exceed $500,000 in the aggregate, should be made in Class
A shares at net asset value with no sales charge, and will be subject to
a CDSC of 1.00% on redemptions made within 12 months of purchase.
Class Y Shares. Class Y shares are available only to investors
meeting an initial investment minimum of $5,000,000. Class Y shares are
sold at net asset value with no initial sales charge or CDSC. They are not
subject to any service or distribution fees.
In deciding which Class of Portfolio shares to purchase, investors
should consider the following factors, as well as any other relevant facts
and circumstances:
Intended Holding Period. The decision as to which Class of shares is more
beneficial to an investor depends on the amount and intended length of his
or her investment. Shareholders who are planning to establish a program of
regular investment may wish to consider Class A shares; as the investment
accumulates shareholders may qualify for reduced sales charges and the
shares are subject to lower ongoing expenses over the term of the investment.
As an alternative, Class B and Class C shares are sold without any initial
sales charge so the entire purchase price is immediately invested in the
Portfolio. Any investment return on these additional invested amounts may
partially or wholly offset the higher annual expenses of these Classes. Because
the Portfolio's future return cannot be predicted, however, there can be
no assurance that this would be the case.
Finally, investors should consider the effect of the CDSC period and any
conversion rights of the Classes in the context of their own investment
time frame. For example, while Class C shares have a shorter CDSC period than
Class B shares, they do not have a conversion feature, and therefore,
are subject to an ongoing distribution fee. Thus, Class B shares may be
more attractive than Class C shares to investors with longer term
investment outlooks.
4
<PAGE>95
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Prospectus Summary (continued)
================================================================================
Investors investing a minimum of $5,000,000 must purchase Class Y
shares, which are not subject to an initial sales charge, CDSC or service
or distribution fees. The maximum purchase amount for Class A shares is
$4,999,999, Class B shares is $249,999 and Class C shares is $499,999. There is
no maximum purchase amount for Class Y shares.
Reduced or No Initial Sales Charge. The initial sales charge on Class A
shares may be waived for certain eligible purchasers and the entire
purchase price would be immediately invested in the Portfolio. In addition,
Class A share purchases, which when combined with current holdings of Class A
shares offered with a sales charge equal or exceed $500,000 in the aggregate,
will be made at net asset value with no initial sales charge, but will be
subject to a CDSC of 1.00% on redemptions made within 12 months of purchase.
The $500,000 aggregate investment may be met by adding the purchase to the net
asset value of all Class A shares offered with a sales charge held in funds
sponsored by Smith Barney Inc. ("Smith Barney") listed under "Exchange
Privilege." Class A share purchases may also be eligible for a reduced
initial sales charge. See "Purchase of Shares." Because the ongoing
expenses of Class A shares may be lower than those for Class B and Class C
shares, purchasers eligible to purchase Class A shares at net asset value
or at a reduced sales charge should consider doing so.
Smith Barney Financial Consultants may receive different compensation
for selling each Class of shares. Investors should understand that the
purpose of the CDSC on the Class B and Class C shares is the same as that of
the initial sales charge on the Class A shares.
See "Purchase of Shares" and "Management of the Fund" for a complete
description of the sales charges and service and distribution fees for each
Class of shares and "Valuation of Shares," "Dividends, Distributions and
Taxes" and "Exchange Privilege" for other differences between the
Classes of shares.
PURCHASE OF SHARES Shares may be purchased through the Portfolio's
distributor, Smith Barney, a broker that clears securities transactions through
Smith Barney on a fully disclosed basis (an "Introducing Broker") or an
investment dealer in the selling group. See "Purchase of Shares."
INVESTMENT MINIMUMS Investors in Class A, Class B and Class C shares may
open an account by making an initial investment of at least $1,000 for each
account. Investors in Class Y shares may open an account for an initial
investment of $5,000,000. Subsequent investments of at least $50 may be
made for all Classes. The minimum initial investment requirement for Class
A, Class B and Class C shares and the subsequent investment
requirement for all Classes through the Systematic Investment Plan described
below is $50. There is no minimum investment requirement in
5
<PAGE>96
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Prospectus Summary (continued)
================================================================================
Class A for unitholders who invest distributions from a unit
investment trust ("UIT") sponsored by Smith Barney. It is not recommended that
the Portfolio be used as a vehicle for Keogh, IRA or other qualified
retirement plans. See "Purchase of Shares."
SYSTEMATIC INVESTMENT PLAN The Portfolio offers shareholders a Systematic
Investment Plan under which they may authorize the automatic placement of a
purchase order each month or quarter for Portfolio shares in an amount of
at least $50. See "Purchase of Shares."
REDEMPTION OF SHARES Shares may be redeemed on each day the New York Stock
Exchange, Inc. ("NYSE") is open for business. See "Purchase of Shares" and
"Redemption of Shares."
MANAGEMENT OF THE PORTFOLIO Smith Barney Mutual Funds Management Inc.
("SBMFM" or the "Manager") serves as the Portfolio's investment manager.
SBMFM provides investment advisory and management services to investment
companies affiliated with Smith Barney. SBMFM is a wholly owned subsidiary
of Smith Barney Holdings Inc. ("Holdings"). Holdings is a wholly owned
subsidiary of Travelers Group Inc. ("Travelers"), a diversified financial
services holding company engaged, through its subsidiaries, principally in
four business segments: Investment Services, Consumer Finance Services, Life
Insurance Services and Property & Casualty Insurance Services. As of March
31, 1995, SBMFM had aggregate assets under management in excess of $54
billion. See "Management of the Fund."
EXCHANGE PRIVILEGE Shares of a Class may be exchanged for shares of the same
Class of certain other funds of the Smith Barney Mutual Funds at the
respective net asset values next determined, plus any applicable sales
charge differential. See "Exchange Privilege."
VALUATION OF SHARES Net asset value of the Portfolio for the prior day
generally is quoted daily in the financial section of most newspapers and is
also available from a Smith Barney Financial Consultant. See "Valuation
of Shares."
DIVIDENDS AND DISTRIBUTIONS Dividends are paid monthly from net investment
income. Distributions of net realized capital gains, if any, are paid annually.
See "Dividends, Distributions and Taxes."
REINVESTMENT OF DIVIDENDS Dividends and distributions paid on shares of a
Class will be reinvested automatically, unless otherwise specified by an
investor, in additional shares of the same Class at current net asset
value. Shares acquired by dividend and distribution reinvestments will not
be subject to any sales charge or CDSC. Class B shares acquired through
dividend and distribution reinvestments will become eligible for
conversion to Class A shares on a pro rata basis. See "Dividends, Distributions
and Taxes."
6
<PAGE>97
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Prospectus Summary (continued)
================================================================================
RISK FACTORS AND SPECIAL CONSIDERATIONS There can be no assurance that the
Portfolio's investment objective will be achieved. The Portfolio's
concentration in Florida obligations involves certain additional risks
that should be considered carefully by investors. Additionally, the
value of the Portfolio's investments, and thus the net asset value of the
Portfolio's shares, will fluctuate in response to changes in market and
economic conditions, as well as the financial condition and prospects of
issuers of municipal obligations purchased by the Portfolio. The market value
of long-term municipal bonds may be adversely effected during periods of
rising interest rates. Additionally, changes in Federal income tax laws
effecting the tax exemption for interest on municipal obligations could
effect the availability of tax exempt obligations for purchase and the value
of the Portfolio's securities would be affected. See "Investment Objective
and Management Policies."
THE PORTFOLIO'S EXPENSES The following expense table lists the costs and
expenses an investor will incur either directly or indirectly as a
shareholder of the Portfolio, based on the maximum sales charge or maximum
CDSC that may be incurred at the time of purchase or redemption and,
unless otherwise noted, the Portfolio's operating expenses for its most
recent fiscal year:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Class A Class B Class C Class Y
- ----------------------------------------------------------------------------------------------------------------------
Shareholder Transaction Expenses
Maximum sales charge imposed on purchases
(as a percentage of offering price) ........................ 4.00% None None None
Maximum CDSC (as a percentage of original cost
or redemption proceeds, whichever is lower) .................. None* 4.50% 1.00% None
Annual Portfolio Operating Expenses**
(as a percentage of average net assets)
Management Fees ................................................ 0.45% 0.45% 0.45% 0.45%
12b-1 Fees*** .................................................. 0.15 0.65 0.70 --
Other Expenses ................................................. 0.09 0.10 0.10 0.08%
---- ---- ---- -----
Total Portfolio Operating Expenses ................................. 0.69% 1.20% 1.25% 0.53%
----- ----- ----- -----
______________________________________________________________________________________________________________________
<FN>
* Purchases of Class A shares, which when combined with current
holdings of Class A shares offered with a sales charge equal or exceed
$500,000 in the aggregate, will be made at net asset value with no sales
charge, but will be subject to a CDSC of 1.00% on redemptions made
within 12 months.
** "Management Fees" and "Other Expenses" for Class A shares are based
on actual amounts for the fiscal year ended March 31, 1995. 12b-1 fees
have been restated to reflect the anticipated level of 12b-1 fees for
the current fiscal period. "Other Expenses" for Class Y shares have
been estimated because no Class Y shares were outstanding for the period
ended March 31, 1995.
*** Upon conversion of Class B shares to Class A shares, such shares will
no longer be subject to a distribution fee. Class C shares do not have a
conversion feature and, therefore, are subject to an ongoing
distribution fee. As a result, long-term shareholders of Class C shares
may pay more than the economic equivalent of the maximum front-end sales
charge permitted by the National Association of Securities Dealers, Inc.
</TABLE>
7
<PAGE>98
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Prospectus Summary (continued)
================================================================================
The sales charge and CDSC set forth in the above table are the maximum
charges imposed on purchases or redemptions of Portfolio shares and investors
may actually pay lower or no charges, depending on the amount purchased
and, in the case of Class B, Class C and certain Class A shares, the
length of time the shares are held. See "Purchase of Shares" and "Redemption of
Shares." Smith Barney receives an annual 12b-1 service fee of 0.15% of the
value of average daily net assets of Class A shares. Smith Barney also
receives with respect to Class B shares an annual 12b-1 fee of 0.65% of the
value of average daily net assets of that Class, consisting of a 0.50%
distribution fee and a 0.15% service fee. With respect to Class C shares,
Smith Barney also receives an annual 12b-1 fee of 0.70% of the value of
average daily net assets of that Class, consisting of a 0.55% distribution
fee and a 0.15% service fee. "Other expenses" in the above table include
fees for shareholder services, custodial fees, legal and accounting fees,
printing costs and registration fees.
EXAMPLE
The following example is intended to assist an investor in
understanding the various costs that an investor in the Portfolio will bear
directly or indirectly. The example assumes payment by the Portfolio of
operating expenses at the levels set forth in the table above. See "Purchase
of Shares," "Redemption of Shares" and "Management of the Fund."
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years*
- ----------------------------------------------------------------------------------------------
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5.00% annual return and
(2) redemption at the end of each time period:
Class A................................ $47 $61 $77 $122
Class B................................ 57 68 76 132
Class C................................ 23 40 69 151
Class Y................................ 5 17 30 66
An investor would pay the following expenses on the same
investment, assuming the same annual return and no redemption:
Class A ............................... $47 $61 $77 $122
Class B ............................... 12 38 66 132
Class C ............................... 13 40 69 151
CLASS Y ............................... 5 17 30 66
- ----------------------------------------------------------------------------------------------
* Ten-year figures assume conversion of Class B shares to Class A shares
at the end of the eighth year following the date of purchase.
</TABLE>
The example also provides a means for the investor to compare expense
levels of funds with different fee structures over varying investment periods.
To facilitate such comparison, all funds are required to utilize a 5.00%
annual return assumption. However, the Portfolio's actual return will vary
and may be greater or less than 5.00%. This example should not be
considered a representation of past or future expenses. Actual expenses may
be greater or less than those shown.
8
<PAGE>99
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Financial Highlights
================================================================================
The following schedule of the Florida Portfolio of Smith Barney Muni
Funds has been audited in conjunction with the annual audits of the
financial statements of Smith Barney Muni Funds by KPMG Peat Marwick LLP,
independent auditors. The 1995 financial statements and the independent
auditors' report thereon appear in the March 31, 1995 Annual Report to
Shareholders. No information is presented for Class Y shares, which were not
outstanding for the periods presented below.
For a Portfolio share outstanding throughout each period:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Class A Shares(a)
- ---------------------------------------------------------------------------------------------------------
Period Ended March 31, 1995 1994 1993 1992(b)
- ---------------------------------------------------------------------------------------------------------
Net Asset Value,
Beginning of Period $12.82 $13.21 $12.32 $12.00
- ---------------------------------------------------------------------------------------------------------
Net investment income 0.75 0.77 0.79 0.73
Net realized and change in unrealized
gains (losses) on investments(2) 0.08 (0.39) 0.91 0.29
- ---------------------------------------------------------------------------------------------------------
Total from Investment Operations 0.83 0.38 1.70 1.02
=========================================================================================================
Less Distributions:
Dividends from net investment income (0.76) (0.77) (0.80) (0.70)
Distributions from net realized gains --- --- (0.01) ---
- ----------------------------------------------------------------------------------------------------------
Total Distributions (0.76) (0.77) (0.81) (0.70)
- ----------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $12.89 $12.82 $13.21 $12.32
========================================================================================================
Total Return# 6.77% 2.75% 14.21% 8.70%++
- -------------------------------------------------------------------------------------------------------
Net Assets, End of Period (000's) $107,724 $104,681 $102,202 $67,998
- ---------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
Expenses (1) 0.61% 0.54% 0.46% 0.23%+
Net Investment Income 5.97% 5.71% 6.15% 6.70%+
- -----------------------------------------------------------------------------------------------------------
Portfolio Turnover Rate 43.23% 20.40% 25.57% 41.72%
=============================================================================================================
<FN>
(a) On October 10, 1994, the former Class C shares were exchanged into Class
A shares.
(b) From April 2, 1991 (commencement of operations) to March
31, 1992.
+ Annualized.
++ Total returns are not annualized as it may not be representative of
the total return for the year.
# Total returns do not reflect sales loads or contingent deferred
sales charges.
* See page 10 for full footnote disclosures for (1) and (2).
</TABLE>
9
<PAGE>100
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Financial Highlights (continued)
================================================================================
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Class B Shares Class C Shares (a)
- ----------------------------------------------------------------------------------------------------------------
Period Ended March 31, 1995 (c) 1995 1994 1993 (b)
- ----------------------------------------------------------------------------------------------------------------
Net Asset Value,
Beginning of Period $11.91 $12.81 $13.20 $12.86
- ----------------------------------------------------------------------------------------------------------------
Income from Investment Operations:
Net Investment Income 0.30 0.67 0.68 0.19
Net Realized and Unrealized
Gain on Investments (2) 0.97 0.08 (0.39) 0.33
- ----------------------------------------------------------------------------------------------------------------
Total from Investment Operations 1.27 0.75 0.29 0.52
================================================================================================================
Less Distributions:
Dividends from Net Investment Income (0.29) (0.67) (0.68) (0.18)
Distributions from Net Realized Gains --- --- --- ---
- ----------------------------------------------------------------------------------------------------------------
Total Distributions (0.29) (0.67) (0.68) (0.18)
- ----------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $12.89 $12.89 $12.81 $13.20
================================================================================================================
Total Return# 10.77%++ 6.12% 2.05% 4.05%++
- ----------------------------------------------------------------------------------------------------------------
Net Assets, End of Period (000's) $1,990 $2,750 $2,487 $691
- ----------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
Expenses 1.20%+ 1.25% 1.24% 1.24%+
Net Investment Income 5.57%+ 5.40% 4.95% 5.21%+
- ----------------------------------------------------------------------------------------------------------------
Portfolio Turnover Rate 43.23% 43.23% 20.40% 25.57%
================================================================================================================
<FN>
(a) On November 7, 1994 the former Class B shares were renamed Class C
shares.
(b) For the period from January 5, 1993 (inception date) to
March 31, 1993.
(c) For the period from November 16, 1994 (inception date)
to March 31, 1995.
++ Not annualized as the result may not be
representative of the total return for the year.
+ Annualized.
# Total returns do not reflect sales loads or contingent deferred sales charges.
(1) The manager has waived all or part of its fees in each of the periods in the
two- year period ended March 31, 1993. If such fees were not waived, the
per share decrease of net investment income and the ratios of expenses to
average net assets would be as follows:
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Expense Ratios
Per Share Decreases without Fee Waivers*
------------------- --------------------
1993 1992 1993 1992
---- ----- ---- ----
Class A $.012 $.040 0.56% 0.59%+
* As a result of voluntary expense limitations, the ratios of
expenses to average net assets will not exceed 0.80%, 1.30% and
1.35% for Class A, B and C shares, respectively.
(2) Includes the net per share effect of shareholder sales and redemptions activity during the
period, most of which occurred at net asset values less than the
beginning of the period.
</TABLE>
10
<PAGE>101
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Investment Objective and Management Policies
================================================================================
The Florida Portfolio seeks as high a level of income exempt from
Federal income taxes as is consistent with prudent investing. The Portfolio
invests primarily in obligations that are issued by the State of Florida and
its political subdivisions, agencies and instrumentalities, the
interest from which is, in the opinion of bond counsel for the various
issuers, exempt from Federal income taxes at the time of their issuance.
(For certain shareholders, a portion of the Portfolio's income may be subject
to the alternative minimum tax ("AMT") on tax-exempt income discussed below.)
Such obligations are issued to raise money for a variety of public projects
that enhance the quality of life including health facilities, housing,
airports, schools, highways and bridges.The Portfolio will seek generally to
select investments which will enable its shares to be exempt from the
Florida intangibles tax.
Under the Tax Reform Act of 1986, interest income from municipal
obligations issued to finance certain "private activities"
("AMT-Subject Bonds") becomes an item of "tax preference" which is subject to
the AMT when received by a person in a tax year during which he is subject
to that tax. Such private activity bonds include bonds issued to finance
such projects as certain solid waste disposal facilities, student loan
programs, and water and sewage projects. Because interest income on
is expected, although there can be no guarantee, that such municipal
obligations generally will provide some-what higher yields than other
municipal obligations of comparable quality and maturity. There is no
limitation on the percent or amount of the Portfolio's assets that may be
invested in AMT-Subject Bonds.
Municipal bonds purchased for the Portfolio must, at the time of
purchase, be investment grade municipal bonds and at least two-thirds of the
Portfolio's municipal bonds must be rated in the category of A or better.
Investment grade bonds are those rated Aaa, Aa, A and Baa by Moody's
Investors Service, Inc. ("Moody's") or AAA, AA, A and BBB by Standard & Poor's
Corporation ("S&P") or have an equivalent rating by any nationally recognized
statistical rating organization-; pre-refunded bonds escrowed by U.S. Treasury
obligations will be considered AAA-rated even though the issuer does not
obtain a new rating. Up to one-third of the assets of the Portfolio may be
invested in municipal bonds rated Baa or BBB (this grade, while regarded as
having an adequate capacity to pay interest and repay principal, is
considered to be of medium quality and has speculative characteristics; in
addition, changes in economic conditions or other circumstances are more
likely to lead to a weakened capacity to make principal and interest payments
than is the case with higher grade bonds) or in unrated municipal bonds if,
based upon credit analysis by the Manager, it is believed that such securities
are at least of comparable quality to those securities in which the Portfolio
may invest. In determining the suitability of an investment in an unrated
11
<PAGE>102
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Investment Objective and Management Policies (continued)
================================================================================
municipal bond, the Manager will take into consideration debt service
coverage, the purpose of the financing, history of the issuer, existence of
other rated securities of the issuer and other general conditions as may be
relevant, including comparability to other issues. After the Portfolio
purchases a municipal bond, the issue may cease to be rated or its rating
may be reduced below the minimum required for purchase. Such an event would not
require the elimination of the issue from the Portfolio but the Manager will
consider such an event in determining whether the Portfolio should continue to
hold the security.
The Portfolio's short-term municipal obligations will be limited to
high grade obligations (obligations that are secured by the full faith
and credit of the United States or are rated MIG 1 or MIG 2, VMIG 1 or VMIG 2
or Prime-1 or Aa or better by Moody's or SP-1 +, SP-1, SP-2, or A-1 or AA or
better by S&P or have an equivalent rating by any nationally recognized
statistical rating organization or obligations determined by the Manager to be
equivalent). Among the types of short-term instruments in which the Portfolio
may invest are floating or variable rate demand instruments, tax-exempt
commercial paper (generally having a maturity of less than nine months),
and other types of notes generally having maturities of less than three
years, such as Tax Anticipation Notes, Revenue Anticipation Notes, Tax and
Revenue Anticipation Notes and Bond Anticipation Notes. Demand
instruments usually have an indicated maturity of over one year, but contain a
demand feature that enables the holder to redeem the investment on no more
than 30 days' notice; variable rate demand instruments provide for automatic
establishment of a new interest rate on set dates; floating rate demand
instruments provide for automatic adjustment of their interest rates whenever
some other specified interest rate changes (e.g., the prime rate). The
Portfolio may purchase participation interests in variable rate tax-exempt
securities (such as Industrial Development Bonds) owned by banks.
Participations are frequently backed by an irrevocable letter of credit or
guarantee of a bank that the Manager has determined meets the prescribed
quality standards for the Portfolio. Participation interests will be
purchased only if management believes interest income on such interests will
be tax-exempt when distributed as dividends to shareholders.
The Portfolio will not invest more than 10% of the value of its net
assets in illiquid securities, including those that are not readily marketable
or for which there is no established market.
The Portfolio may purchase new issues of municipal obligations on a
when-issued basis, i.e., delivery and payment normally take place 15 to 45 days
after the purchase date. The payment obligation and the interest rate
to be received are each fixed on the purchase date, although no interest
accrues with respect to a when-issued security prior to its stated delivery
date. During the period between purchase
12
<PAGE>103
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Investment Objective and Management Policies (continued)
================================================================================
and settlement, assets consisting of cash or liquid high grade debt
securities, marked-to-market daily, of a dollar amount sufficient to make
payment at settlement will be segregated at the custodian bank.
Interest rates at settlement may be lower or higher than on the purchase date,
which would result in appreciation or depreciation, respectively.
Although the Portfolio will only purchase a municipal obligation on a
when- issued basis with the intention of actually acquiring the
securities, the Portfolio may sell these securities before the settlement
date if it is deemed advisable.
Portfolio transactions will be undertaken primarily to
accomplish the Portfolio's objective in relation to anticipated
movements in the general level of interest rates, but the Portfolio may also
engage in short-term trading consistent with its objective.
Though it has not done so, the Portfolio may invest in municipal bond
index futures contracts (currently traded on the Chicago Board of Trade) or
in listed contracts based on U.S. Government Securities as a hedging policy in
pursuit of its investment objective; provided that immediately thereafter
not more than 331/3% of its net assets would be hedged or the amount of
margin deposits on the Portfolio's existing futures would not exceed 5% of the
value of its total assets. Since any income would be taxable, it is anticipated
that such investments will be made only in those circumstances when the
Manager anticipates the possibility of an extreme change in interest rates
or market conditions but does not wish to liquidate the Portfolio's securities.
A further discussion of futures contracts and their associated risks is
contained in the Statement of Additional Information.
It is a fundamental policy that under normal market conditions, the
Portfolio will seek to invest 100% of its assets -- and the Portfolio will
invest not less than 80% of its assets -- in municipal obligations the
interest on which is exempt from Federal income taxes (other than the
alternative minimum tax). It is also a fundamental policy that under normal
market conditions, the Portfolio will invest at least 65% of its net assets in
municipal obligations issued by the State of Florida, its political
subdivisions and their agencies and instrumentalities and in other municipal
obligations which are exempt from the Florida intangibles tax. The Portfolio
may invest up to 20% of its assets in taxable fixed-income securities, but only
in obligations issued or guaranteed by the full faith and credit of the
United States, and may invest more than 20% of its assets in U.S.
Government securities during periods when in the Manager's opinion a
temporary defensive posture is warranted, including any period when the
Portfolio's monies available for investment exceed the municipal
obligations available for purchase that meet the Portfolio's rating,
maturity and other investment criteria.
13
<PAGE>104
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Investment Objective and Management Policies (continued)
================================================================================
RISK FACTORS AFFECTING FLORIDA
Investors should be aware that Florida municipal obligations may be
adversely affected by political and economic conditions and developments
within the State of Florida. Population growth in Florida since 1982 has
been increasing approximately 2.5% annually. The state's current population,
estimated at 13.5 million, is the fourth highest in the nation. Services
and trade continue to be the largest employment and earning sectors
reflecting the tourist element of the economy as well as growth in these
activities to meet the needs of Florida's expanding population.
Manufacturing, primarily high technology, construction, construction-
related manufacturing industries and financial services are rapidly growing
and diversifying elements of Florida's economy. Agriculture, once sharing
with tourism the role of dominant economic sector, is now only one of several
important elements.
Florida's rapid growth is straining resources, but is also having
some positive results. In many cases, the expansion of local
governments is creating greater economic depth and diversity. For example,
numerous insurance companies have located in Jacksonville over the past ten
years, making the city a leading insurance center. During the same period,
Miami's financial services sector has expanded significantly, primarily
in international banking and international trade. Many other Florida cities and
counties have also succeeded in their economic development efforts, as
evidenced by the significant business investment throughout the state.
Florida has taken the lead among U.S. states with a long-term
comprehensive growth management plan for local governments. The plan should
enhance economic development by keeping growth in line with developing
resources and costs. The growth initiative affects population,
infrastructure, employment, education, transportation, and water supply -- all
vital elements of economic stability. ("Appendix E" in the Statement of
Additional Information provides additional details.)
RISK AND INVESTMENT CONSIDERATIONS
The ability of the Portfolio to achieve its investment objective is
dependent on a number of factors, including the skills of the Manager in
purchasing municipal obligations whose issuers have the continuing
ability to meet their obligations for the payment of interest and principal
when due. The ability to achieve a high level of income is dependent on the
yields of the securities in the Portfolio. Yields on municipal
obligations are the product of a variety of factors, including the general
conditions of the municipal bond markets, the size of a particular offering,
the maturity of the obligations and the rating of the issue. In general,
the longer the maturity of a municipal obligation, the higher the rate of
interest it pays. However,
14
<PAGE>105
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Investment Objective and Management Policies
(continued)
================================================================================
a longer average maturity is generally associated with a higher level of
volatility in the market value of a municipal obligation. During periods of
falling interest rates, the values of long- term municipal obligations
generally rise. Conversely, during periods of rising interest rates, the
values of such securities generally decline. Changes in the value of Portfolio
securities will not affect interest income derived from those securities but
will affect the Portfolio's net asset value. Since the Portfolio's
objective is to provide high current income, it will invest in municipal
obligations with an emphasis on income rather than stability of net asset
values.
The Fund is registered as a "non- diversified" company under the
Investment Company Act of 1940 (the "1940 Act"), in order for the
Portfolio to have the ability to invest more than 5% of its assets in the
securities of any issuer. The Portfolio intends to comply with
Subchapter M of the Internal Revenue Code that limits the aggregate value
of all holdings (except U.S. Government and cash items, as defined in the
Code) that exceed 5% of the Portfolio's total assets to an aggregate amount
of 50% of such assets. Also, holdings of a single issuer (with the same
exceptions) may not exceed 25% of the Portfolio's total assets. These limits
are measured at the end of each quarter. Under the Subchapter M limits,
"non-diversification" allows up to 50% of a Portfolio's total assets to be
invested in as few as two single issuers. In the event of decline of
creditworthiness or default upon the obligations of one or more such
issuers exceeding 5%, an investment in the Portfolio will entail greater risk
than in a portfolio having a policy of "diversification"
because a high percentage of the Portfolio's assets may be invested
in municipal obligations of one or two issuers. Furthermore, a high
percentage of investments among few issuers may result in a greater degree of
fluctuation in the market value of the assets of the Portfolio, and
consequently a greater degree of fluctuation of the Portfolio's net asset
value, because the Portfolio will be more susceptible to economic,
political, or regulatory developments affecting these securities than
would be the case with a portfolio composed of varied obligations of more
issuers.
PORTFOLIO TRANSACTIONS AND TURNOVER
The Portfolio's securities ordinarily are purchased from and sold to
parties acting as either principal or agent. Newly issued securities
ordinarily are purchased directly from the issuer or from an underwriter;
other purchases and sales usually are placed with those dealers from
which it appears that the best price or execution will be obtained.
Usually no brokerage commissions, as such, are paid by the Portfolio for
purchases and sales undertaken through principal transactions, although the
price paid usually includes an undisclosed compensation to the dealer acting as
agent.
15
<PAGE>106
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Investment Objective and Management Policies (continued)
================================================================================
The Portfolio cannot accurately predict its portfolio turnover rate, but
anticipates that the annual turnover will not exceed 100%. An annual turnover
rate of 100% would occur when all of the securities held by the Portfolio
are replaced one time during a period of one year. The Manager will not
consider turnover rate a limiting factor in making investment decisions
consistent with the investment objective and policies of the Portfolio.
================================================================================
Valuation of Shares
================================================================================
The Portfolio's net asset value per share is determined as of the
close of regular trading on the NYSE, which is currently 4:00 P.M. New
York City time on each day that the NYSE is open, by dividing the Portfolio's
net assets attributable to each Class by the total number of shares of
the Class outstanding.
When, in the judgment of the pricing service, quoted bid prices for
investments are readily available and are representative of the bid side of
the market, these investments are valued at the mean between the quoted bid
and asked prices. Investments for which, in the judgment of the pricing
service, there is no readily obtainable market quotation (which may
constitute a majority of the portfolio securities) are carried at fair value
of securities of similar type, yield and maturity. Pricing services
obligations, quotations from municipal bond dealers, market transactions
in comparable securities and various relationships between securities.
Short-term instruments maturing within 60 days will be valued at cost plus
(minus) amortized discount (premium), if any, when the Trustees have
determined that amortized cost equals fair value. Securities and other
assets that are not priced by a pricing service and for which market
quotations are not available will be valued in good faith at fair value by or
under the direction of the Trustees.
================================================================================
Dividends, Distributions and Taxes
================================================================================
DIVIDENDS AND DISTRIBUTIONS
Dividends of substantially all of the Portfolio's net investment income
are declared and paid monthly and any realized capital gains are declared
and distributed annually.
If a shareholder does not otherwise instruct, dividends and capital
gains distributions will be reinvested automatically in
additional shares of the same Class
16
<PAGE>107
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Dividends, Distributions and Taxes (continued)
================================================================================
at net asset value, subject to no sales charge or CDSC.
Income dividends and capital gains distributions that are invested
are credited to shareholders' accounts in additional shares at the net
asset value as of the close of business on the payment date. A shareholder
may change the option at any time by notifying his or her Financial
Consultant. Accounts held directly by the Fund's transfer agent, The
Shareholder Services Group Inc. ("TSSG") should notify TSSG in writing at
least five business days prior to the payment date to permit the change to
be entered in the shareholder's account.
The per share dividends on Class B and Class C shares of the Portfolio
may be lower than the per share dividends on Class A and Class Y shares
principally as a result of the distribution fee applicable with
respect to Class B and Class C shares. The per share dividends on Class A
shares of the Portfolio may be lower than the per share dividends on Class Y
shares principally as a result of the service fee applicable to Class A shares.
Distributions of capital gains, if any, will be in the same amount for Class
A, Class B, Class C and Class Y shares.
TAXES
The Portfolio intends to qualify as a "regulated investment company"
and to meet the requirements for distributing "exempt-interest
dividends" under the Internal Revenue Code (the "Code") so that no Federal
income taxes will be payable by the Portfolio and dividends representing
net interest received on municipal obligations will not be includable by
shareholders in their gross income for Federal income tax purposes. To the
extent dividends are derived from taxable income from temporary investments,
market discounts or from the excess of net short-term capital gain over net
long- term capital loss, they are treated as ordinary income whether the
shareholder has elected to receive them in cash or in additional shares.
Capital gains distributions, if any, whether paid in cash or invested in
shares of the Portfolio, will be taxable to shareholders.
Exempt-interest dividends allocable to interest received by the
Portfolio from the AMT-Subject Bonds in which the Portfolio may invest
will be treated as interest paid directly on such obligations and will give
rise to an "item of tax preference" that will increase a
shareholder's alternative minimum taxable income. In addition, for
corporations, alternative minimum taxable income will be increased by a
percentage of the amount by which a special measure of income (including
exempt-interest dividends) exceeds the amount otherwise determined to be
alternative minimum taxable income. Accordingly, investment in the
Portfolio may cause shareholders to be subject to (or result in an increased
liability under) the AMT. The Fund will annually furnish to its
shareholders a report indicating the ratable
17
<PAGE>108
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Dividends, Distributions and Taxes
(continued)
================================================================================
portion of exempt-interest dividends attributable to AMT-Subject
Bonds.
The Portfolio will be treated as a separate regulated investment
company for Federal tax purposes. Accordingly, the Portfolio's net
investment income is determined separately based on the income earned on
its securities less its costs of operations. The Portfolio's net long- term and
short-term gain (loss) realized on investments is determined after offsetting
any capital loss carryover of the Portfolio from prior periods.
Under the Code, interest on indebtedness incurred or continued to purchase
or carry shares of the Fund will not be deductible to the extent that the
Fund's distributions are exempt from Federal income tax. In addition, any loss
realized upon the redemption of shares held less than 6 months will be
disallowed to the extent of any exempt-interest dividends received by the
shareholder during such period. Further, persons who may be
"substantial users" (or "related persons" of substantial users) of facilities
financed by industrial development bonds should consult their tax advisors
concerning an investment in the Fund.
FLORIDA TAXES
Florida currently does not impose an income tax on individuals. Thus
individual shareholders of the Portfolio will not be subject to any Florida
state income tax on distributions received from the Portfolio. However,
certain distributions will be taxable to corporate shareholders that are
subject to Florida corporate income tax.
Florida currently imposes an "intangibles tax" on certain
securities and other intangible assets owned by Florida residents. Certain
types of municipal obligations of Florida issuers, U.S. Treasury securities and
municipal obligations issued by certain U.S. territories and
possessions are exempt from this intangibles tax. Consistent with its
fundamental policy to invest not less than 80% of its assets in
municipal obligations the interest on which is exempt from Federal income
taxes (other than the alternative minimum tax), the Portfolio will seek
generally to select investments that will enable its shares to be exempt
from the Florida intangibles tax and will attempt to ensure that all of its
assets held on the annual assessMent date are exempt from this tax. The
Fund also has received a ruling from the Florida Department of Revenue that, if
on the annual assessment date of any year the Portfolio consists solely of such
exempt assets, then the Portfolio's shares will be exempt from the Florida
intangibles tax. The Portfolio intends to provide shareholders annually
with information relating to its assets necessary to permit shareholders to
determine whether the value of Portfolio shares held is exempt from the Florida
intangibles tax.
18
<PAGE>109
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Dividends, Distributions and Taxes
(continued)
================================================================================
Investors purchasing municipal obligations of their state of
residence, or a fund comprised of such obligations, should recognize that the
benefits of the exemption from local taxes, in addition to the exemption
from Federal taxes, necessarily limits the fund's ability to diversify
geographically. The Portfolio will make available annually to its
shareholders information concerning the tax status of its distributions,
including the amount of its dividends designated as exempt-interest dividends
and as capital gain dividends.
The foregoing is only a brief summary of some of the important tax
considerations generally affecting the Portfolio and its shareholders.
Additional tax information of relevance to particular investors is contained
in the Statement of Additional Information. Investors are urged to
consult their tax advisors with specific reference to their own tax situation.
Purchase of Shares
GENERAL
The Portfolio offers four Classes of shares. Class A shares are sold
to investors with an initial sales charge and Class B and Class C shares are
sold without an initial sales charge but are subject to a CDSC payable
upon certain redemptions. Class Y shares are sold without an initial sales
charge or CDSC and are available only to investors investing a minimum of
$5,000,000. See "Prospectus Summary - Alternative Purchase Arrangements" for
a discussion of factors to consider in selecting which Class of shares to
purchase.
Purchases of Portfolio shares must be made through a brokerage account
maintained with Smith Barney, an Introducing Broker or an investment dealer in
the selling group. When purchasing shares of the Portfolio, investors must
specify whether the purchase is for Class A, Class B, Class C or Class Y
shares. No maintenance fee will be charged by the Portfolio in connection
with a brokerage account through which an investor purchases or holds shares.
Investors in Class A, Class B and Class C shares may open an account by
making an initial investment of at least $1,000 for each account in the
Portfolio. Investors in Class Y shares may open an account by making an
initial investment of $5,000,000. Subsequent investments of at least
$50 may be made for all Classes. For participants in the Portfolio's
Systematic Investment Plan, the minimum initial investment requirement for
Class A, Class B and Class C shares and the subsequent investment requirement
for all Classes is $50. There are no minimum investment requirements in
19
<PAGE>110
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Purchase of Shares
================================================================================
Class A for employees of Travelers and its subsidiaries, including Smith
Barney, and their spouses and children, unitholders who invest distributions
from a UIT sponsored by Smith Barney and Trustees of the Fund and their spouses
and children. The Fund reserves the right to waive or change minimums, to
decline any order to purchase its shares and to suspend the offering of
shares from time to time. Shares purchased will be held in the shareholder's
account by the Fund's transfer agent, TSSG, a subsidiary of First Data
Corporation. Share certificates are issued only upon a shareholder's
written request to TSSG. It is not recommended that the Portfolio be used as a
vehicle for Keogh, IRA or other qualified retirement plans.
Purchase orders received by the Fund or Smith Barney prior to the close
of regular trading on the NYSE, on any day the Portfolio calculates its net
asset value, are priced according to the net asset value determined on that
day (the "trade date"). Orders received by dealers or introducing brokers
prior to the close of regular trading on the NYSE on any day the Portfolio
calculates its net asset value, are priced according to the net asset value
determined on that day, provided the order is received by the Fund or Smith
Barney prior to Smith Barney's close of business. Payment for Portfolio
shares is due on the third business day after the trade date.
SYSTEMATIC INVESTMENT PLAN
Shareholders may make additions to their accounts at any time by
purchasing shares through a service known as the Systematic Investment
Plan. Under the Systematic Investment Plan, Smith Barney or TSSG is
authorized through preauthorized transfers of $50 or more to charge the
regular bank account or other financial institution indicated by the
shareholder on a monthly or quarterly basis to provide systematic
additions to the shareholder's Portfolio account. A shareholder who has
insufficient funds to complete the transfer will be charged a fee of up to $25
by Smith Barney or TSSG. The Systematic Investment Plan also authorizes Smith
Barney to apply cash held in the shareholder's Smith Barney brokerage
account or redeem the shareholder's shares of a Smith Barney money market
fund to make additions to the account. Additional information is available
from the Fund or a Smith Barney Financial Consultant.
20
<PAGE>111
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Purchase of Shares (continued)
================================================================================
INITIAL SALES CHARGE ALTERNATIVE - CLASS A SHARES
The sales charges applicable to purchases of Class A shares of
the Portfolio are as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
================================================================================
Sales Charge Dealer's
% of % of Amount Reallowance as % of
Amount of Investment Offering Price Invested Offering Price
- --------------------------------------------------------------------------------
Less than $25,000 4.00% 4.17% 3.60%
$25,000 - 49,999 3.50 3.63 3.15
$50,000 - 99,999 3.00 3.09 2.70
$100,000 - 249,999 2.50 2.56 2.25
$250,000 - 499,999 1.50 1.52 1.35
$500,000 and over * * *
================================================================================
<FN>
* Purchases of Class A shares, which when combined with current
holdings of Class A shares offered with a sales charge equal or exceed
$500,000 in the aggregate, will be made at net asset value without any
initial sales charge, but will be subject to a CDSC of 1.00% on
redemptions made within 12 months of purchase. The CDSC on Class A shares
is payable to Smith Barney, which compensates Smith Barney Financial
Consultants and other dealers whose clients make purchases of $500,000 or
more. The CDSC is waived in the same circumstances in which the CDSC
applicable to Class B and Class C shares is waived. See "Deferred Sales
Charge Alternatives" and "Waivers of CDSC."
</TABLE>
Members of the selling group may receive up to 90% of the sales charge and
may be deemed to be underwriters of the Fund as defined in the Securities Act
of 1933, as amended.
The reduced sales charges shown above apply to the aggregate of
purchases of Class A shares of the Portfolio made at one time by "any
person," which includes an individual, his or her spouse and children, or a
trustee or other fiduciary of a single trust estate or single fiduciary
account. The reduced sales charge minimums may also be met by aggregating
the purchase with the net asset value of all Class A shares offered with a
sales charge held in funds sponsored by Smith Barney listed under
"Exchange Privilege."
INITIAL SALES CHARGE WAIVERS
Purchases of Class A shares may be made at net asset value without a
sales charge in the following circumstances: (a) sales of Class A shares to
Trustees of the Fund, employees of Travelers and its subsidiaries, and
employees of members of the National Association of Securities Dealers,
Inc., or to the spouses and children of such persons (including the
surviving spouse of a deceased Trustee or employee, and retired Trustees or
employees); (b) offers of Class A shares to any other
21
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Smith Barney Muni Funds - Florida Portfolio
================================================================================
Purchase of Shares (continued)
================================================================================
investment company in connection with the combination of such company with
the Portfolio by merger, acquisition of assets or otherwise; (c) purchases of
Class A shares by any client of a newly employed Smith Barney Financial
Consultant (for a period up to 90 days from the commencement of the
Financial Consultant's employment with Smith Barney), on the condition
the purchase of Class A shares is made with the proceeds of the redemption of
shares of a mutual fund which (i) was sponsored by the Financial Consultant's
prior employer, (ii) was sold to the client by the Financial Consultant and
(iii) was subject to a sales charge; (d) shareholders who have redeemed Class A
shares in the Portfolio (or Class A shares of another fund of the Smith
Barney Mutual Funds that are offered with a sales charge equal to or greater
than the maximum sales charge of the Portfolio) and who wish to reinvest
their redemption proceeds in the Portfolio, provided the reinvestment is made
within 60 calendar days of the redemption; (e) accounts managed by
registered investment advisory subsidiaries of Travelers; and (f) investments
of distributions from a UIT sponsored by Smith Barney. In order to obtain
such discounts, the purchaser must provide sufficient information at the
time of purchase to permit verification that the purchase would qualify for
the elimination of the sales charge.
RIGHT OF ACCUMULATION
Class A shares of a Portfolio may be purchased by "any person" (as
defined above) at a reduced sales charge or at net asset value determined by
aggregating the dollar amount of the new purchase and the total net asset value
of all Class A shares of the Portfolio and of funds sponsored by Smith
Barney which are offered with a sales charge listed under "Exchange
Privilege" then held by such person and applying the sales charge
applicable to such aggregate. In order to obtain such discount, the
purchaser must provide sufficient information at the time of purchase to
permit verification that the purchase qualifies for the reduced sales
charge. The right of accumulation is subject to modification or
discontinuance at any time with respect to all shares purchased thereafter.
GROUP PURCHASES
Upon completion of certain automated systems, a reduced sales charge
or purchase at net asset value will also be available to employees (and
partners) of the same employer purchasing as a group, provided each
participant makes the minimum initial investment required. The sales
charge applicable to purchases by each member of such a group will be
determined by the table set forth above under "Initial Sales Charge
Alternative -- Class A Shares," and will be based upon the aggregate sales of
Class A shares of Smith Barney Mutual Funds offered with a sales charge to, and
22
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Smith Barney Muni Funds - Florida Portfolio
================================================================================
Purchase of Shares (continued)
================================================================================
share holdings of, all members of the group. To be eligible for such reduced
sales charges or to purchase at net asset value, all purchases must be
pursuant to an employer-or partnership-sanctioned plan meeting certain
requirements. One such requirement is that the plan must be open to
specified partners or employees of the employer and its
subsidiaries, if any. Such plan may, but is not required to, provide for
payroll deductions. Smith Barney may also offer a reduced sales charge or
net asset value purchase for aggregating related fiduciary accounts under
such conditions that Smith Barney will realize economies of sales efforts and
sales related expenses. An individual who is a member of a qualified group may
also purchase Class A shares at the reduced sales charge applicable to the
group as a whole. The sales charge is based upon the aggregate dollar value
of Class A shares offered with a sales charge that have been previously
purchased and are still owned by the group, plus the amount of the current
purchase. A "qualified group" is one which (a) has been in existence for more
than six months, (b) has a purpose other than acquiring Portfolio shares at
a discount and (c) satisfies uniform criteria which enable Smith Barney to
realize economies of scale in its costs of distributing shares. A qualified
group must have more than 10 members, must be available to arrange for group
meetings between representatives of the Portfolio and the members, and must
agree to include sales and other materials related to the Portfolio in
its publications and mailings to members at no cost to Smith Barney. In
order to obtain such reduced sales charge or to purchase at net asset
value, the purchaser must provide sufficient information at the time of
purchase to permit verification that the purchase qualifies for the reduced
sales charge. Approval of group purchase reduced sales charge plans is subject
to the discretion of Smith Barney.
LETTER OF INTENT
Class A Shares. A Letter of Intent for amounts of $50,000 or more
provides an opportunity for an investor to obtain a reduced sales charge by
aggregating investments over a 13 month period, provided that the investor
refers to such Letter when placing orders. For purposes of a Letter of Intent,
the "Amount of Investment" as referred to in the preceding sales charge table
includes purchases of all Class A shares of the Portfolio and other
funds of the Smith Barney Mutual Funds offered with a sales charge over
the 13 month period based on the total amount of intended purchases plus
the value of all Class A shares previously purchased and still owned. An
alternative is to compute the 13 month period starting up to 90 days before the
date of execution of a Letter of Intent. Each investment made during the
period receives the reduced sales charge applicable to the total amount
of the investment goal. If the goal is not achieved within the
23
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Smith Barney Muni Funds - Florida Portfolio
================================================================================
Purchase of Shares (continued)
================================================================================
period, the investor must pay the difference between the sales charges
applicable to the purchases made and the charges previously paid, or an
appropriate number of escrowed shares will be redeemed. Please contact a Smith
Barney Financial Consultant or TSSG to obtain a Letter of Intent application.
Class Y Shares. A Letter of Intent may also be used as a way for
investors to meet the minimum investment requirement for Class Y shares.
Such investors must make an initial minimum purchase of $1,000,000 in
Class Y shares of the Portfolio and agree to purchase a total of $5,000,000
of Class Y shares of the same Portfolio within six months from the date of
the Letter. If a total investment of $5,000,000 is not made within the
six-month period, all Class Y shares purchased to date will be transferred to
Class A shares, where they will be subject to all fees (including a service
fee of 0.15%) and expenses applicable to the Portfolio's Class A shares, which
may include a CDSC of 1.00%. Please contact a Smith Barney Financial
Consultant or TSSG for further information.
DEFERRED SALES CHARGE ALTERNATIVES
"CDSC Shares" are sold at net asset value next determined without an
initial sales charge so that the full amount of an investor's purchase payment
may be immediately invested in the Portfolio. A CDSC, however, may be imposed
on certain redemptions of these shares. "CDSC Shares" are: (a) Class B
shares; (b) Class C shares; and (c) Class A shares which when combined with
Class A shares offered with a sales charge currently held by an investor equal
or exceed $500,000 in the aggregate.
Any applicable CDSC will be assessed on an amount equal to the lesser of
the original cost of the shares being redeemed or their net asset value
at the time of redemption. CDSC Shares that are redeemed will not be
subject to a CDSC to the extent that the value of such shares represents: (a)
capital appreciation of Portfolio assets; (b) reinvestment of dividends or
capital gain distributions; (c) with respect to Class B shares, shares
redeemed more than five years after their purchase; or (d) with respect to
Class C shares and Class A shares that are CDSC Shares, shares redeemed
more than 12 months after their purchase.
Class C shares and Class A shares that are CDSCShares are subject to a
1.00% CDSC if redeemed within 12 months of purchase. In circumstances in
which the CDSCis imposed on Class B shares, the amount of the charge will
depend on the number of years since the shareholder made the purpose
payment from which the amount is being redeemed. Solely for purposes of
determining the number of years since a purchase payment, all purchase
payments made during a month will be
24
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Smith Barney Muni Funds - Florida Portfolio
================================================================================
Purchase of Shares (continued)
================================================================================
aggregated and deemed to have been made on the last day of the preceding
Smith Barney statement month. The following table sets forth the rates of the
charge for redemptions of Class B shares by shareholders:
Year Since Purchase
Payment Was Made CDSC
----------------------------------------------------------
First 4.50%
Second 4.00%
Third 3.00%
Fourth 2.00%
Fifth 1.00%
Sixth 0.00%
Seventh 0.00%
Eighth 0.00%
-----------------------------------------------------------
Class B shares will convert automatically to Class A shares
eight years after the date on which they were purchased and thereafter will
no longer be subject to any distribution fees. There will also be converted at
that time such proportion of Class B Dividend Shares owned by the shareholder
as the total number of his or her Class B shares converting at the
time bears to the total of number of outstanding Class B shares (other than
Class B Dividend Shares) owned by the shareholder. Shareholders who held
Class B shares of Smith Barney Shearson Short-Term World Income Fund (the
"Short-Term World Income Fund") on July 15, 1994 and who subsequently
exchange those shares for Class B shares of the Portfolio will be offered the
opportunity to exchange all such Class B shares for Class A shares of the
Portfolio four years after the date on which those shares were deemed to
have been purchased. Holders of such Class B shares will be notified of the
pending exchange in writing approximately 30 days before the fourth
anniversary of the purchase date and, unless the exchange has been rejected in
writing, the exchange will occur on or about the fourth anniversary date. See
"Prospectus Summary -- Alternative Purchase Arrangements -- Class B Shares
Conversion Feature."
In determining the applicability of any CDSC, it will be assumed that a
redemption is made first of shares representing capital
appreciation, next of shares representing the reinvestment of dividends
and capital gain distributions and finally of other shares held by the
shareholder for the longest period of time. The length of time that CDSC
Shares acquired through an exchange have been held will be calculated from
the date that the shares exchanged were initially acquired in one of
25
<PAGE>116
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Purchase of Shares (continued)
================================================================================
the other Smith Barney Mutual Funds, and Portfolio shares being redeemed
will be considered to represent, as applicable, capital appreciation or
dividend and capital gain distribution reinvestments in such other funds.
For Federal income tax purposes, the amount of the CDSC will reduce the
gain or increase the loss, as the case may be, on the amount realized on
redemption. The amount of any CDSC will be paid to Smith Barney.
To provide an example, assume an investor purchased 100 Class B
shares at $10 per share for a cost of $1,000. Subsequently, the
investor acquired 5 additional shares through dividend reinvestment.
During the fifteenth month after the purchase, the investor decided to redeem
$500 of his or her investment. Assuming at the time of the redemption the
net asset value had appreciated to $12 per share, the value of the
investor's shares would be $1,260 (105 shares at $12 per share). The CDSC would
not be applied to the amount which represents appreciation ($200) and the
value of the reinvested dividend shares ($60). Therefore, $240 of the $500
redemption proceeds ($500 minus $260) would be charged at a rate of 4.00% (the
applicable rate for Class B shares) for a total deferred sales charge of $9.60.
WAIVERS OF CDSC
The CDSC will be waived on:(a) exchanges (see "Exchange Privilege"); (b)
automatic cash withdrawals in amounts equal to or less than 1.00% per month
of the value of the shareholder's shares at the time the withdrawal plan
commences (see "Automatic Cash Withdrawal Plan") (provided, however,
that automatic cash withdrawals in amounts equal to or less than 2.00% per
month of the value of the shareholder's shares will be permitted for
withdrawal plans that were established prior to November 7, 1994); (c)
redemptions of shares within twelve months following the death or disability
of the shareholder; (d) involuntary redemptions; and (e) redemptions of shares
in connection with a combination of the Portfolio with any investment company
by merger, acquisition of assets or otherwise. In addition, a shareholder who
has redeemed shares from other funds of the Smith Barney Mutual Funds may,
under certain circumstances, reinvest all or part of the redemption proceeds
within 60 days and receive pro rata credit for any CDSC imposed on the prior
redemption.
CDSC waivers will be granted subject to confirmation (by Smith Barney in
the case of shareholders who are also Smith Barney clients or by TSSG in the
case of all other shareholders) of the shareholder's status or holdings,
as the case may be.
26
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Smith Barney Muni Funds - Florida Portfolio
================================================================================
Exchange Privilege
================================================================================
Except as otherwise noted below, shares of each Class may be exchanged
for shares of the same Class in the following funds of the Smith Barney
Mutual Funds, to the extent shares are offered for sale in the shareholder's
state of residence. Exchanges of Class A, Class B and Class C shares are
subject to minimum investment requirements and all shares are subject to
the other requirements of the fund into which exchanges are made and a sales
charge differential may apply.
Fund Name -------------------------------------------------------------------
Growth Funds
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Fundamental Value Fund Inc.
Smith Barney Growth Opportunity Fund
Smith Barney Managed Growth Fund
Smith Barney Special Equities Fund
Smith Barney Telecommunications Growth Fund
Growth and Income Funds
Smith Barney Convertible Fund
Smith Barney Funds, Inc. -- Income and Growth Portfolio
Smith Barney Growth and Income Fund
Smith Barney Premium Total Return Fund
Smith Barney Strategic Investors Fund
Smith Barney Utilities Fund
Taxable Fixed-Income Funds
** Smith Barney Adjustable Rate Government Income Fund
Smith Barney Diversified Strategic Income Fund
* Smith Barney Funds, Inc. -- Income Return Account Portfolio
*** Smith Barney Funds, Inc. -- Short-Term U.S. Treasury
Securities Portfolio
Smith Barney Funds, Inc. -- U.S. Government Securities
Portfolio
Smith Barney Government Securities Fund
Smith Barney High Income Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Managed Governments Fund Inc.
Tax-Exempt Funds
Smith Barney Arizona Municipals Fund Inc.
Smith Barney California Municipals Fund Inc.
27
<PAGE>118
================================================================================
Exchange Privilege (continued)
================================================================================
* Smith Barney Intermediate Maturity California Municipals Fund
* Smith Barney Intermediate Maturity New York Municipals Fund
Smith Barney Managed Municipals Fund Inc.
Smith Barney Massachusetts Municipals Fund
* Smith Barney Muni Funds -- Florida Limited Term Portfolio
Smith Barney Muni Funds -- Georgia Portfolio *
Smith Barney Muni Funds -- Limited Term Portfolio
Smith Barney Muni Funds -- National Portfolio
Smith Barney Muni Funds -- New York Portfolio
Smith Barney Muni Funds -- Ohio Portfolio
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney Oregon Municipals Fund
Smith Barney Tax-Exempt Income Fund
International Funds
Smith Barney Precious Metals and Minerals Fund Inc.
Smith Barney World Funds, Inc. -- Emerging Markets Portfolio
Smith Barney World Funds, Inc. -- European Portfolio
Smith Barney World Funds, Inc. -- Global Government Bond Portfolio
Smith Barney World Funds, Inc. -- International Balanced Portfolio
Smith Barney World Funds, Inc. -- International Equity Portfolio
Smith Barney World Funds, Inc. -- Pacific Portfolio
Money Market Funds
+ Smith Barney Exchange Reserve Fund
*** Smith Barney Money Funds, Inc. -- Cash Portfolio
*** Smith Barney Money Funds, Inc. -- Government Portfolio
++ Smith Barney Money Funds, Inc. -- Retirement Portfolio
*** Smith Barney Municipal Money Market Fund, Inc.
*** Smith Barney Muni Funds -- California Money Market Portfolio
*** Smith Barney Muni Funds -- New York Money Market Portfolio
- ------------
* Available for exchange with Class A, Class C and Class Y shares of
the Portfolio.
** Available for exchange with Class A, Class B and Class Y shares of
the Portfolio.
*** Available for exchange with Class A and Class Y shares of the
Portfolio.
+ Available for exchange with Class B and Class C shares of the
Portfolio.
++ Available for exchange with Class A shares of the Portfolio.
28
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Smith Barney Muni Funds - Florida Portfolio
================================================================================
Exchange Privilege (continued)
================================================================================
Class A Exchanges. Class A shares of Smith Barney Mutual Funds sold
without a sales charge or with a maximum sales charge of less than the maximum
charged by other Smith Barney Mutual Funds will be subject to the
appropriate "sales charge differential" upon the exchange of such shares
for Class A shares of a fund sold with a higher sales charge. The "sales
charge differential" is limited to a percentage rate no greater than the
excess of the sales charge rate applicable to purchases of shares of the
mutual fund being acquired in the exchange over the sales charge rate(s)
actually paid on the mutual fund shares relinquished in the exchange and
on any predecessor of those shares. For purposes of the exchange privilege,
shares obtained through automatic reinvestment of dividends and capital gain
distributions are treated as having paid the same sales charges applicable to
the shares on which the dividends or distributions were paid; however, if no
sales charge was imposed upon the initial purchase of the shares, any shares
obtained through automatic reinvestment will be subject to a sales charge
differential upon exchange. Class A shares held in the Portfolio prior to
November 7, 1994 that are subsequently exchanged for shares of other funds of
the Smith Barney Mutual Funds will not be subject to a sales charge
differential.
Class B Exchanges. In the event a Class B shareholder (unless such
shareholder was a Class B shareholder of the Short-Term World Income Fund on
July 15, 1994) wishes to exchange all or a portion of his or her shares in
any of the funds imposing a higher CDSC than that imposed by the Portfolio, the
exchanged Class B shares will be subject to the higher applicable CDSC. Upon
an exchange, the new Class B shares will be deemed to have been purchased
on the same date as the Class B shares of the Portfolio that have been
exchanged.
Class C Exchanges. Upon an exchange, the new Class C shares will be deemed
to have been purchased on the same date as the Class C shares of the
Portfolio that have been exchanged.
Class Y Exchanges. Class Y shareholders of the Portfolio who wish to
exchange all or a portion of their Class Y shares for Class Y shares in any
of the funds identified above may do so without imposition of any charge.
Additional Information Regarding the Exchange Privilege. Although the
exchange privilege is an important benefit, excessive exchange transactions
can be detrimental to the Portfolio's performance and its shareholders. The
investment adviser may determine that a pattern of frequent exchanges is
excessive and contrary to the best interests of the Portfolio's other
shareholders. In this event, the investment adviser will notify Smith Barney
that the Fund may, at its discretion, decide to limit additional purchases
and/or exchanges by the shareholder. Upon
29
<PAGE>120
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Exchange Privilege (continued)
================================================================================
such a determination, the Fund will provide notice in writing or by telephone
to the shareholder at least 15 days prior to suspending the exchange
privilege and during the 15 day period the shareholder will be required to (a)
redeem his or her shares in the Portfolio or (b) remain invested in the
Portfolio or exchange into any of the funds of the Smith Barney Mutual
Funds ordinarily available, which position the shareholder would be
expected to maintain for a significant period of time. All relevant factors
will be considered in determining what constitutes an abusive pattern of
exchanges.
Exchanges will be processed at the net asset value next determined, plus
any applicable sales charge differential. Redemption procedures discussed
below are also applicable for exchanging shares, and exchanges will be made
upon receipt of all supporting documents in proper form. If the account
registration of the shares of the fund being acquired is identical to the
registration of the shares of the fund exchanged, no signature guarantee is
required. A capital gain or loss for tax purposes will be realized upon the
exchange, depending upon the cost or other basis of shares redeemed.
Before exchanging shares, investors should read the current prospectus
describing the shares to be acquired. The Portfolio reserves the right to
modify or discontinue exchange privileges upon 60 days' prior notice to
shareholders.
================================================================================
Redemption of Shares
================================================================================
The Fund is required to redeem the shares of the Portfolio tendered
to it, as described below, at a redemption price equal to their net asset
value per share next determined after receipt of a written request in
proper form at no charge other than any applicable CDSC. Redemption
requests received after the close of regular trading on the NYSE are
priced at the net asset value next determined. If a shareholder holds shares
in more than one Class, any request for redemption must specify the Class
being redeemed. In the event of a failure to specify which Class, or if the
investor owns fewer shares of the Class than specified, the redemption
request will be delayed until the Fund's transfer agent receives further
instructions from Smith Barney, or if the shareholder's account is not with
Smith Barney, from the shareholder directly. The redemption proceeds will be
remitted on or before the third business day following receipt of proper
tender, except on any days on which the NYSE is closed or as permitted under
the 1940 Act in extraordinary circumstances. Generally, if the
redemption proceeds are remitted to a Smith Barney brokerage account,
these funds will not be invested for the shareholder's benefit without
specific instruction and Smith Barney will benefit from the use of
30
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Smith Barney Muni Funds - Florida Portfolio
================================================================================
Exchange Privilege (continued)
================================================================================
temporarily uninvested funds. Redemption proceeds for shares purchased by
check, other than a certified or official bank check, will be remitted
upon clearance of the check, which may take up to ten days or more.
Shares held by Smith Barney as custodian must be redeemed by submitting a
written request to a Smith Barney Financial Consultant. Shares other than
those held by Smith Barney as custodian may be redeemed through an
investor's Financial Consultant, Introducing Broker or dealer in the selling
group or by submitting a written request for redemption to:
Smith Barney Muni Funds/Florida Portfolio Class A, B, C or Y
(please specify) c/o The Shareholder Services Group, Inc. P.O. Box 9134
Boston, Massachusetts 02205-9134
A written redemption request must (a) state the Class and number or
dollar amount of shares to be redeemed, (b) identify the shareholder's account
number and (c) be signed by each registered owner exactly as the shares are
registered. If the shares to be redeemed were issued in certificate form,
the certificates must be endorsed for transfer (or be accompanied by
an endorsed stock power) and must be submitted to TSSG together with the
redemption request. Any signature appearing on a redemption request, share
certificate or stock power must be guaranteed by an eligible
guarantor institution such as a domestic bank, savings and loan institution,
domestic credit union, member bank of the Federal Reserve System or member
firm of a national securities exchange. TSSG may require additional
supporting documents for redemptions made by corporations, executors,
administrators, trustees or guardians. A redemption request will not be
deemed properly received until TSSG receives all required documents in
proper form.
AUTOMATIC CASH WITHDRAWAL PLAN
The Portfolio offers shareholders an automatic cash withdrawal plan,
under which shareholders who own shares with a value of at least $10,000
may elect to receive cash payments of at least $50 monthly or quarterly. The
withdrawal plan will be carried over on exchanges between funds or Classes
of the Portfolio. Any applicable CDSC will not be waived on amounts withdrawn
by a shareholder that exceed 1.00% per month of the value of the
shareholder's shares subject to the CDSC at the time the withdrawal
plan commences. (With respect to withdrawal plans in effect prior to November
7, 1994, any applicable CDSC will be waived on amounts withdrawn that do not
exceed 2.00% per month of the value of the
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Smith Barney Muni Funds - Florida Portfolio
================================================================================
Exchange Privilege (continued)
================================================================================
shareholder's shares subject to the CDSC.) For further information regarding
the automatic cash withdrawal plan, shareholders should contact a Smith Barney
Financial Consultant.
================================================================================
Minimum Account Size
================================================================================
The Fund reserves the right to redeem involuntarily any shareholder's
account if the aggregate value of the shares held in a Portfolio account is
less than $500. (If a shareholder has more than one account in this
Portfolio, each account must satisfy the minimum account size.) The Fund,
however, will not redeem shares based solely on market reductions in
net asset value. Before the Fund exercises such right, shareholders will
receive written notice and will be permitted 60 days to bring the account up
to the minimum to avoid involuntary liquidation.
================================================================================
Performance
================================================================================
From time to time the Portfolio may include its yield, tax equivalent
yield, total return and average annual total return in advertisements. In
addition, in other types of sales literature the Portfolio may also include
its distribution rate. These figures are computed separately for Class A, Class
B, Class C and Class Y shares of the Portfolio. These figures are based on
historical earnings and are not intended to indicate future performance. The
yield of a Portfolio class refers to the net income earned by an investment in
the Class over a thirty-day period ending at month end. This net income, which
does not include any element of non-tax exempt income if any, is then
annualized, i.e., the amount of income earned by the investment during that
thirty-day period is assumed to be earned each 30-day period for twelve
periods and is expressed as a percentage of the investment. The net
income earned on the investment for six periods is also assumed to be
reinvested at the end of the sixth 30-day period. The tax equivalent yield is
calculated similarly to the yield, except that a stated income tax rate is
used to demonstrate the taxable yield necessary to produce an after-tax yield
equivalent to the tax-exempt yield of the Class. The yield and tax
equivalent yield quotations are calculated according to a formula prescribed by
the SEC to facilitate comparison with yields quoted by other investment
companies. The distribution rate is calculated by annualizing the
latest monthly distribution and dividing the result by the maximum offering
price per share as of the end of the period to which the distribution
relates. The distribution rate is not
32
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Smith Barney Muni Funds - Florida Portfolio
================================================================================
Performance
================================================================================
computed in the same manner as, and therefore can be significantly different
from, the above described yield. Total return is computed for a specific period
of time assuming deduction of the maximum sales charge, if any, from the
initial amount invested and reinvestment of all income dividends and
capital gains distributions on the reinvestment dates at prices calculated
as stated in this Prospectus, then dividing the value of the investment at
the end of the period so calculated by the initial amount invested and
subtracting 100%. The standard average annual total return, as prescribed by
the SEC, is derived from this total return, which provides the ending
redeemable value. Such standard total return information may also be
accompanied with nonstandard total return information for differing periods
computed in the same manner but without annualizing the total return or taking
sales charges into account. The Portfolio may also include comparative
performance information in advertising or marketing its shares. Such
performance information may include data from Lipper Analytical Services,
Inc. and other financial publications.
================================================================================
Management of the Fund
================================================================================
TRUSTEES
Overall responsibility for management and supervision of the Fund rests
with the Fund's Trustees. The Trustees approve all significant
agreements between the Fund and the companies that furnish services to
the Fund and the Portfolio, including agreements with the Fund's
distributor, investment adviser, custodian and transfer agent. The day-to-day
operations of the Portfolio are delegated to the Portfolio's investment
adviser. The Statement of Additional Information contains background
information regarding each Trustee and executive officer of the Fund.
MANAGER
Prior to December 31, 1994, Mutual Management Corp. ("MMC") managed
the day-to-day operations of the Portfolio pursuant to a management
agreement entered into by the Fund on behalf of the Portfolio. Effective
December 31, 1994, the Trustees of the Fund approved the transfer of all of
the management agreements with MMC to Smith Barney Mutual Funds Management
Inc. ("SBMFM" or the "Manager"), an affiliate of MMC. Investment management
of the Portfolio under SBMFM is conducted by the same personnel who managed
the Portfolio under MMC. The reporting requirements for these
individuals has also remained unchanged. In addition, because the original
management agreement with MMC was simply transferred to SBMFM, the terms
of the agreement (including the fee) have remained the same.
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Smith Barney Muni Funds - Florida Portfolio
================================================================================
Management of the Fund (continued)
================================================================================
SBMFM, which until November, 1994 operated under the name Smith,
Barney Advisers, Inc., was incorporated in 1968 under the laws of
Delaware. SBMFM is a subsidiary of Holdings, the parent company of Smith Barney
(the "Distributor"). Holdings is a wholly-owned subsidiary of Travelers
which is a financial services holding company engaged, through its
subsidiaries, principally in four business segments: Investment Services,
Consumer Finance Services, Life Insurance Services and Property & Casualty
Insurance Services. SBMFM, Holdings and Smith Barney are each located at
388 Greenwich Street, New York, New York 10013.
SBMFM provides the Fund with investment management services and executive
and other personnel, pays the remuneration of Fund officers, provides the Fund
with office space and equipment, furnishes the Fund with bookkeeping,
accounting, administrative services and services relating to research,
statistical work and supervision of the Portfolio. For the Fund's last
fiscal year, the management fee was 0.45% of the Portfolio's average daily
net assets for each Class of shares. For the fiscal year ended March 31, 1995,
total expenses were 0.69% of the average daily net assets for Class A shares
(total expenses for Class A shares are based on actual Portfolio operating
expenses for fiscal year ended March 31, 1995. However, 12b-1 fees
have been restated to reflect the anticipated level of 12b-1 fees for
the current fiscal period.); 1.20% of the average daily net assets for
Class B shares; and 1.25% of the average daily net assets for Class C shares.
PORTFOLIO MANAGEMENT
Peter M. Coffey, a Managing Director of Smith Barney, has served as Vice
President of the Fund and portfolio manager of the Portfolio since its
inception (April 2, 1991) and manages the day-to-day operations of the Fund,
including making all investment decisions. Mr. Coffey also serves as the
portfolio manager for the Fund's other non-money market Portfolios.
Management's discussion and analysis, and additional performance
information regarding the Portfolio during the fiscal year ended March 31,
1995 is included in the Annual Report dated March 31, 1995. A copy of the
Annual Report may be obtained upon request and without charge from a
Smith Barney Financial Consultant or by writing or calling the Fund at the
address or phone number listed on page one of this Prospectus.
================================================================================
Distributor
================================================================================
Smith Barney distributes shares of the Portfolio as principal
underwriter and as such conducts a continuous offering pursuant to a "best
efforts" arrangement requiring Smith Barney to take and pay for only such
securities as may be sold to
34
<PAGE>125
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Distributor (continued)
================================================================================
the public. Pursuant to a plan of distribution adopted by the
Portfolio under Rule 12b-1 under the 1940 Act (the "Plan"), Smith Barney is
paid a service fee with respect to Class A, Class B and Class C shares of the
Portfolio at the annual rate of 0.15% of the average daily net assets
attributable to these Classes. Smith Barney is also paid a
distribution fee with respect to Class B and Class C shares at the annual
rate of 0.50% and 0.55%, respectively, of the average daily net assets
attributable to these Classes. Class B shares that automatically convert to
Class A shares eight years after the date of original purchase, will no
longer be subject to a distribution fee. The fees are used by Smith Barney
to pay its Financial Consultants for servicing shareholder accounts and, in
the case of Class B and Class C shares, to cover expenses primarily
intended to result in the sale of those shares. These expenses include:
advertising expenses; the cost of printing and mailing prospectuses to
potential investors; payments to and expenses of Smith Barney Financial
Consultants and other persons who provide support services in connection with
the distribution of shares; interest and/or carrying charges; and indirect and
overhead costs of Smith Barney associated with the sale of Portfolio
shares, including lease, utility, communications and sales promotion
expenses.
The payments to Smith Barney Financial Consultants for selling shares of
a Class include a commission or fee paid by the investor or Smith Barney at the
time of sale and, with respect to Class A, Class B and Class C shares, a
continuing fee for servicing shareholder accounts for as long as a
shareholder remains a holder of that Class. Smith Barney Financial Consultants
may receive different levels of compensation for selling the different Classes
of shares.
Payments under the Plan with respect to Class B and Class C shares are
not tied exclusively to the distribution and shareholder services expenses
actually incurred by Smith Barney and the payments may exceed distribution
expenses actually incurred. The Fund's Trustees will evaluate the
appropriateness of the Plan and its payment terms on a continuing basis and
in so doing will consider all relevant factors, including expenses borne
by Smith Barney, amounts received under the Plan and proceeds of the CDSC.
================================================================================
Additional Information
================================================================================
The Fund, an open-end, non-diversified management investment company, is
organized as a "Massachusetts business trust" pursuant to a Declaration of
Trust dated August 14, 1985. Pursuant to the Declaration of Trust, the
Trustees have authorized the issuance of twenty series of shares, each
representing shares in one
35
<PAGE>126
Smith Barney Muni Funds - Florida Portfolio
================================================================================
Additional Information (continued)
================================================================================
of twenty separate Portfolios. The assets of each Portfolio are segregated and
separately managed and a shareholder's interest is in the assets of the
Portfolio in which he or she holds shares. Class A, Class B, Class C and
Class Y shares of the Portfolio represent interests in the assets of the
Portfolio and have identical voting, dividend, liquidation and other rights on
the same terms and conditions except that expenses related to the shareholder
service and distribution of Class A, Class B and Class C shares are borne
solely by the respective Class and each such Class of shares has
exclusive voting rights with respect to provisions of the Fund's Rule 12b- 1
distribution plan which pertain to that particular Class. It is the intention
of the Fund not to hold annual meetings of shareholders. The Trustees may
call meetings of shareholders for action by shareholder vote as may be required
by the 1940 Act or the Declaration of Trust, and shareholders are entitled
to call a meeting of shareholders upon a vote of 10% of the Fund's outstanding
shares for purposes of voting on removal of a Trustee or Trustees.
Shareholders will receive assistance in communicating with other shareholders
in connection with the removal of Trustees as required by Section 16(c) of
the 1940 Act. Shares do not have cumulative voting rights or preemptive
rights and have only such conversion or exchange rights as the Trustees
may grant in their discretion. When issued for payment as described in this
Prospectus, the Fund's shares will be fully paid and transferrable (subject
to the Portfolio's minimum account size). Shares are redeemable as set
forth under "Redemption of Shares" and are subject to involuntary redemption
as set forth under "Minimum Account Size."
PNC Bank, National Association, located at 17th and Chestnut Streets,
Philadelphia, PA 19103 serves as custodian of the Portfolio's investments.
TSSG, located at Exchange Place, Boston, Massachusetts 02109, serves as
the Fund's transfer agent.
The Fund sends its shareholders a semi- annual report and an audited
annual report, which include listings of the investment securities held
by the Portfolio at the end of the period covered. In an effort to reduce
the Fund's printing and mailing costs, the Fund plans to consolidate the
mailing of its semi-annual and annual reports by household. This
consolidation means that a household having multiple accounts with the
identical address of record will receive a single copy of each report. In
addition, the Fund also plans to consolidate the mailing of its Prospectus so
that a shareholder having multiple accounts will receive a single
Prospectus annually. Shareholders who do not want this consolidation to apply
to their account should contact their Smith Barney Financial Consultant or the
Fund's transfer agent.
36
<PAGE>127
SMITH BARNEY
- ------------
A Member of Travelers Group [LOGO]
Smith Barney
Muni Funds
Florida Portfolio
388 Greenwich Street
New York, New York 10013
FD 2360 7/95
<PAGE>128
STATEMENT OF ADDITIONAL INFORMATION DATED OCTOBER 26, 1995
Acquisition Of The Assets Of
SMITH BARNEY FLORIDA MUNICIPALS FUND
388 Greenwich Street
New York, New York 10013
(800) 224-7523
By And In Exchange For Shares Of
FLORIDA PORTFOLIO
a separate investment portfolio of
SMITH BARNEY MUNI FUNDS
388 Greenwich Street
New York, New York 10013
(800) 224-7523
This Statement of Additional Information, relating specifically to
the proposed transfer of all or substantially all of the assets of Smith
Barney Florida Municipals Fund (the "Acquired Fund") to the Florida Portfolio
(the "Acquiring Fund") of Smith Barney Muni Funds in exchange for shares of
the Acquiring Fund and the assumption by Smith Barney Muni Funds on behalf of
the Acquiring Fund of scheduled liabilities of the Acquired Fund, consists of
this cover page and the following described documents, each of which
accompanies this Statement of Additional Information and is incorporated
herein by reference.
1. Statement of Additional Information of Smith Barney Muni Funds,
dated July 31, 1995.
2. Annual Report of Smith Barney Muni Funds -- Florida Portfolio for
the fiscal year ended March 31, 1995.
3. Annual Report of Smith Barney Florida Municipals Fund for the fiscal
year ended October 31, 1994.
4. Semi-Annual Report of Smith Barney Florida Municipals Fund for the
six-month period ended April 30, 1995.
5. Pro Forma Financial Statements.
This Statement of Additional Information is not a prospectus. A
Prospectus/Proxy Statement, dated October 26, 1995, relating to the above-
referenced matter
<PAGE>129
may be obtained without charge by calling or writing either the Acquiring Fund
or the Acquired Fund at the telephone numbers or addresses set forth above or
by contacting any Smith Barney Financial Consultant or by calling toll-free
(800) 224-7523. This Statement of Additional Information should be read in
conjunction with the Prospectus/Proxy Statement dated October 26, 1995.
The date of this Statement of Additional Information is October 26,
1995.
<PAGE>130
STATEMENT OF ADDITIONAL INFORMATION
OF
SMITH BARNEY MUNI FUNDS -- FLORIDA PORTFOLIO
DATED JULY 31, 1995
<PAGE>131
JULY 31, 1995
SMITH BARNEY MUNI FUNDS
388 Greenwich Street
New York, New York 10013
STATEMENT OF ADDITIONAL INFORMATION
Shares of Smith Barney Muni Funds (the "Fund") are offered currently
with a choice of thirteen Portfolios, the National Portfolio, the
Limited Term Portfolio, the California Portfolio, the California Limited Term
Portfolio, the Florida Portfolio, the Florida Limited Term Portfolio, the
Georgia Portfolio, the New York Portfolio, the New Jersey Portfolio, the
Ohio Portfolio, the Pennsylvania Portfolio, the California Money Market
Portfolio and the New York Money Market Portfolio (collectively referred
to as "Portfolios" and individually as "Portfolio"):
The National Portfolio and the Limited Term Portfolio each seeks as
high a level of income exempt from Federal income taxes as is
consistent with prudent investing.
The California Portfolio and the California Limited Term Portfolio each
seek as high a level of income exempt from Federal income taxes and
from California personal income taxes as is consistent with prudent
investing.
The Florida Portfolio and the Florida Limited Term Portfolio each
seek to pay its shareholders as high a level of income exempt from
Federal income taxes as is consistent with prudent investing.
The Georgia Portfolio seeks as high a level of income exempt from
Federal income taxes and from Georgia personal income taxes as is
consistent with prudent investing.
The New York Portfolio seeks as high a level of income exempt from
Federal income taxes and from New York State and New York City
personal income taxes as is consistent with prudent investing.
The New Jersey Portfolio seeks to pay its shareholders as high a
level of income exempt from both Federal income taxes and New
Jersey personal income taxes as is consistent with prudent investing.
The Ohio Portfolio seeks to pay its shareholders as high a level of
income exempt from both Federal income taxes and Ohio personal income
taxes as is consistent with prudent investing.
The Pennsylvania Portfolio seeks to pay its shareholders as high a
level of income exempt from both Federal income taxes and
Pennsylvania personal income taxes as is consistent with prudent
investing.
<PAGE>132
The California Money Market Portfolio seeks to provide income
exempt from Federal income taxes and from California personal
income taxes from a portfolio of high quality short-term municipal
obligations selected for liquidity and stability.
The New York Money Market Portfolio seeks to provide its
shareholders with income exempt from both Federal income taxes and
New York State and New York City personal income taxes from a
portfolio of high quality short- term New York municipal
obligations selected for liquidity and stability.
The National Portfolio, California Portfolio, Florida Portfolio, Georgia
Portfolio, New York Portfolio, New Jersey Portfolio, Ohio Portfolio and
Pennsylvania Portfolio each offer four classes of shares: Class A, Class B,
Class C and Class Y. The Limited Term Portfolio, California Limited Term
Portfolio and Florida Limited Term Portfolio each offer three classes of
shares: Class A, Class C and Class Y. Class A shares are sold to
investors with an initial sales charge and Class B and Class C shares are
sold without an initial sales charge but with higher ongoing expenses
and a Contingent Deferred Sales Charge ("CDSC") payable upon certain
redemptions. Class Y shares are sold without an initial sales charge and
are available only to investors investing a minimum of $5,000,000. The
California Money Market Portfolio and the New York Money Market
Portfolio each offer two classes of shares: Class A and Class Y. Class A
shares of each of the California Money Market and New York Money Market
Portfolios are sold without an initial sales charge. These alternatives are
designed to provide investors with the flexibility of selecting an
investment best suited to his or her needs based on the amount of
purchase, the length of time the investor expects to hold the shares and
other circumstances.
This Statement of Additional Information ("SAI") is not a prospectus. It
is intended to provide more detailed information about the Fund as well as
matters already discussed in each Prospectus and therefore should be read
in conjunction with the appropriate Prospectus which may be obtained
from the Fund or a Smith Barney Financial Consultant.
<PAGE>133
TABLE OF CONTENTS
Page
Trustees and Officers 4
Additional Information Regarding Investment Policies 6
Additional Tax Information 10
Investment Restrictions 11
Performance Information 13
Valuation of Shares 16
The Management Agreement 17
Distribution 20
Custodian 20
Independent Auditors 20
The Fund 21
Voting Rights 22
Financial Statements 25
Appendix A 26
Appendix B 29
Appendix C 38
Appendix D 49
Appendix E 54
Appendix F 59
Appendix G 61
Appendix H 63
<PAGE>134
TRUSTEES AND OFFICERS
*JESSICA BIBLIOWICZ, Trustee and President
Executive Vice President of Smith Barney Inc. ("Smith Barney"), President of
forty investment companies associated with Smith Barney and Trustee of twelve
investment companies associated with Smith Barney; prior to January, 1994,
Trustee of Sales and Marketing of Prudential Mutual Funds; Prior to
September, 1991, Assistant Portfolio Manager for Shearson Lehman Brothers; 35.
RALPH D. CREASMAN, Trustee
Retired, 4 Moss Hammock Lane, The Landings, Skidaway Island, Savannah,
Georgia 31411. Trustee of ten ten investment companies associated with
Smith Barney. Inc.("Smith Barney" )(see below). Formerly, Chairman,
President and Chief Executive Officer of Lionel D. Edie & Co., Inc.
(investment counselors), Chairman of Edie International S.A. and President
and Trustee of Edie Ready Assets Trust, Fundamerica of Japan, Edie Special
Growth Fund and Edie Capital Fund; 73.
JOSEPH H. FLEISS, Trustee
Retired, 3849 Torrey Pines Blvd., Sarasota, Florida 34238. Trustee of
ten ten investment companies associated with Smith Barney. Formerly,
Senior Vice President of Citibank, Manager of Citibank's Bond
Investment Portfolio and Money Management Desk and a Trustee of Citicorp
Securities Co., Inc.Inc; 77.
DONALD R. FOLEY, Trustee
Retired, 3668 Freshwater Drive, Jupiter, Florida 33477. Trustee of
ten ten investment companies associated with Smith Barney. Formerly, Vice
President of Edwin Bird Wilson, Incorporated (advertising); 72.
PAUL HARDIN, Trustee
Retired, 60134 Davie Street, Chapel Hill, N. C. 27514. Trustee of
twelve investment companies associated with Smith Barney; and a
Trustee of The Summit Bancorporation. Formerly, Chancellor of the
University of North Carolina at Chapel Hill; 63.
FRANCIS P.. MARTIN, Trustee
Practicing physician, 2000 North Village Avenue, Rockville Centre, New
York 11570. Trustee of ten investment companies associated with
Smith Barney. Formerly, President of the Nassau Physicians' Fund, Inc.;
70 70.
*HEATH B. MCLENDON, Chairman of the Board and Chief Executive Officer
Managing Trustee of Smith Barney; Trustee of forty-one investment companies
associated with Smith Barney; President of Smith Barney Mutual Fund Management
Inc. ("SBMFM" or the "Manager"); Chairman of Smith Barney Strategy Advisers
Inc.; prior to July 1993, Senior Executive Vice President of Shearson
Lehman Brothers, Inc.; Vice Chairman of Shearson Asset Management; 61.
RODERICK C. RASMUSSEN, Trustee
Investment Counselor, 81 Mountain Road, Verona, New Jersey 07044.
Trustee of ten investment companies associated with Smith Barney.
Formerly, Vice President of Dresdner and Company Inc. (investment counselors);
68.
_______________
*Designates an "interested person" as defined in the Investment Company Act of
1940 whose business address is 388 Greenwich Street, New York, NY
10013388 Greenwich Street, New York, NY 10013. Such person is not
separately compensated as a Fund officer or Trustee.
<PAGE>135
JOHN P. TOOLAN, Trustee
Retired, 13 Chadwell Place, Morristown, New Jersey, 07960. Trustee of ten
investment companies associated with Smith Barney. Formerly, Trustee
and Chairman of Smith Barney Trust Company, Trustee of Smith Barney
Holdings Inc. and the Manager and Senior Executive Vice President, Trustee
and Member of the Executive Committee of Smith Barney; 64.
C. RICHARD YOUNGDAHL, Trustee
Retired, 339 River Drive, Tequesta, Florida 33469. Trustee of ten ten
investment companies associated with Smith Barney. Formerly Chairman of
the Board of Pensions of the Lutheran Church in America and Chairman of the
Board and Chief Executive Officer of Aubrey G. Lanston & Co. (dealers in
U.S. Government securities) and President of the Association of Primary
Dealers in U.S. Government Securities;79.
*LEWIS E. DAIDONE, Senior Vice President and Treasurer
Managing Trustee of Smith Barney; Senior Vice President and Treasurer of
forty-one investment companies associated with Smith Barney,
and Trustee and Senior Vice President of the Manager; 37.
*PETER M. COFFEY, Vice President and Investment Officer
Managing Director of Smith Barney and Portfolio Manager. Prior to
August, 1993, Managing Director and Portfolio Manager of Shearson Lehman
Brothers Inc. Managing Trustee of Smith Barney and Vice President of the
Manager and three investment companies associated with Smith Barney;
51.
*LAWRENCE MCDERMOTT, Vice President and Investment Officer
Managing Trustee of Smith Barney and Vice President of the Fund and eleven
investment companies associated with Smith Barney; 47.
*KAREN LIN MAHONEY-MALCOMSON, Vice President and Investment Officer
Vice President of Smith Barney and the Fund and ten investment companies
associated with Smith Barney; 37.
*THOMAS M. REYNOLDS, Controller
Trustee of Smith Barney and Controller of the Fund and eleven investment
companies associated with Smith Barney; 34.
*IRVING P. DAVID, Controller
Vice President of Smith Barney and Controller of the Fund and thirty-five
investment companies associated with Smith Barney. Formerly Assistant
Treasurer of First Investment Management Company; 34.
*CHRISTINA T. SYDOR, Secretary Managing Trustee of Smith Barney and
Secretary of forty-one investment companies associated with Smith
Barney; Secretary and General Counsel of the Manager; 44.
_______________________
* Designates an "interested person" as defined in the Investment Company
Act of 1940 whose business address is 388 Greenwich Street, New York, NY
10013 is 388 Greenwich Street, New York, NY 10013. Such person is not
separately compensated as a Fund officer or Trustee.
<PAGE>136
The following table shows the compensation paid by the Fund to each
director during the Fund's last fiscal year. None of the officers of the Fund
recieved any compensation from the Fund for such period. Officers and
interested directors of the Fund are compensated by Smith Barney.
COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Total
Pension or Compensation Number of
Retirement from Fund Funds for
Aggregate Benefits Accrued and Fund Which Trustee
Compensation as part of Complex Serves Within
Name of Person from Fund Fund Expenses Paid to Trustees Fund Complex
Jessica Bibliowicz(*) $ 0 $0 $ 0 12
Ralph D. Creasman 11,396.00 0 51,500.00 10
Joseph H. Fleiss 11,196.00 0 50,900.00 10
Donald R. Foley 11,396.00 0 51,500.00 10
Paul Hardin 6,698.00 0 27,800.00(**) 12(**)
Francis P. Martin 11,396.00 0 51,500.00 10
Heath B. McLendon(*) 0 0 0 41
Roderick C. Rasmussen 11,396.00 0 51,500.00 10
John P. Toolan 11,396.00 0 51,500.00 10
C. Richard Youngdahl 11,396.00 0 51,500.00 10
<FN>
(*) Designates an "interested Trustee."
(**) Reflects the compensation paid to Dr. Hardin and the number of funds
within the Fund Complex for which Dr. Hardin serves as a Trustee as of the
date of this Statement of Additional Information. For the fiscal year
ended December 31, 1994, Mr. Hardin served as a Trustee of 25 funds within
the Fund Complex and was paid $96,400.
</TABLE>
On July 1, 1995 Trustees and officers owned in the aggregate less
than 1% of the outstanding shares of the Fund.
ADDITIONAL INFORMATION REGARDING INVESTMENT POLICIES
In general, municipal obligations are debt obligations (bonds or notes)
issued by or on behalf of states, territories and possessions of the United
States and their political subdivisions, agencies and instrumentalities the
interest on which is exempt from Federal income tax in the opinion of bond
counsel to the issuer. Municipal obligations are issued to obtain funds for
various public purposes that enhance the quality of life, including the
construction of a wide range of public facilities, such as airports,
bridges, highways, housing hospitals, mass transportation, schools,
streets, water and sewer works and gas and electric utilities. They may
also be issued to refund outstanding obligations, to obtain funds for
general operating expenses, or to obtain funds to loan to other public
institutions and facilities and in anticipation of the receipt of revenue
or the issuance of other obligations. In addition, the term
"municipal obligations" includes certain types of industrial development
bonds issued by public authorities to obtain funds to provide various
privately-operated facilities for business and manufacturing, housing,
sports, convention or trade show facilities, airport, mass transit, port
and parking facilities, air or water pollution control facilities, and
certain facilities for water supply, gas, electricity or sewerage or solid
waste disposal.
The two principal classifications of municipal obligations are
"general obligation" and "revenue." General obligations are
secured by a municipal issuer's pledge of its full faith, credit, and
taxing power for the
<PAGE>137
payment of principal and interest. Revenue obligations are payable
only from the revenues derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise tax or
other specific revenue source. Although industrial development bonds
("IDBs") are issued by municipal authorities, they are generally secured
by the revenues derived from payments of the industrial user. The
payment of the principal and interest on IDBs is dependent solely on
the ability of the user of the facilities financed by the bonds to meet its
financial obligations and the pledge, if any, of real and personal property so
financed as security for such payment. Currently, the majority of each
Portfolio's municipal obligations are revenue bonds.
For purposes of diversification and concentration under the
Investment Company Act of 1940 (the "Act"), the identification of the
issuer of municipal obligations depends on the terms and conditions of
the obligation. If the assets and revenues of an agency, authority,
instrumentality or other political subdivision are separate from those of the
government creating the subdivision and the obligation is backed only by
the assets and revenues of the subdivision, such subdivision is regarded as
the sole issuer. Similarly, in the case of an industrial development
revenue bond or a pollution control revenue bond, if the bond is backed
only by the assets and revenues of the nongovernmental user, the
nongovernmental user is regarded as the sole issuer. If in either case
the creating government or another entity guarantees an obligation, the
guaranty is regarded as a separate security and treated as an issue of such
guarantor.
Among the types of short-term instruments in which each Portfolio may invest
are floating or variable rate demand instruments, tax- exempt commercial
paper (generally having a maturity of less than nine months), and other types
of notes generally having maturities of less than three years, such as
Tax Anticipation Notes, Revenue Anticipation Notes, Tax and Revenue
Anticipation Notes and Bond Anticipation Notes. Demand instruments usually
have an indicated maturity of more than one year, but contain a demand
feature that enables the holder to redeem the investment on no more
than 30 days' notice; variable rate demand instruments provide for automatic
establishment of a new interest rate on set dates; floating rate
demand instruments provide for automatic adjustment of their interest rates
whenever some other specified interest rate changes (e.g., the prime
rate). Each Portfolio may purchase participation interest in variable rate
tax- exempt securities (such as Industrial Development Bonds)
owned by banks. Participations are frequently backed by an
irrevocable letter of credit or guarantee of a bank that the Manager has
determined meets the prescribed quality standards for the Portfolio.
Participation interests will be purchased only, if management believes
interest income on such interests will be tax- exempt when distributed as
dividends to shareholders.
Investments in participation interests in variable rate tax-exempt
securities (such as IDBs) purchased from banks give the purchaser an
undivided interest in the tax-exempt security in the proportion that the
Portfolio participation interest bears to the total principal amount of
the tax-exempt security with a demand repurchase feature.
Participation interest are frequently backed by an irrevocable letter of
credit or guarantee of a bank that the Manager, under the supervision
of the Trustees, has determined meets the prescribed quality
standards for the Portfolio . A Portfolio has the right to sell the
instrument back to the bank and draw on the letter of credit on demand on
seven days' notice or less, for all or any part of the Portfolio's
participation interest in the tax-exempt security, plus accrued interest.
Each Portfolio intends to exercise the demand under the letter of credit
only (1) upon a default under the terms of the documents of the
tax-exempt security, (2) as needed to provide liquidity in order to meet
redemptions, or (3) to maintain a high quality investment portfolio. Banks
will retain a service and letter of credit fee and a fee for issuing
repurchase comments in an amount equal to the excess of the interest paid
on the tax-exempt securities over the negotiated yield at which the
instruments were purchased by a Portfolio. The Manager will
monitor the pricing, quality and liquidity of the variable rate demand
instruments held by each Portfolio, including the IDBs
<PAGE>138
supported by bank letters of credit or guarantees, on the basis of
published financial information, reports of rating agencies and other bank
analytical services to which the Manager may subscribe.
The yields on municipal obligations are dependent on a variety of
factors, including general market conditions, supply and demand, general
conditions of the municipal market, size of a particular offering, the
maturity of the obligation and the rating of the issue. The rating of
Moody's Investment Service, Inc. and Standard & Poor's Corporation
represent their opinion as to the quality to the municipal obligations that
they undertake to rate. It should be emphasized, however, that such
ratings are general and are not absolute standards of quality.
Consequently, municipal obligations with the same maturity, coupon and rating
may have different yields when purchased in the open market, while municipal
obligations of the same maturity and coupon with different ratings may have
the same yield.
Municipal obligations purchased on a when- issued basis as well as the
securities held in each Portfolio are generally subject to similar changes
in market value based upon the public's perception of the
creditworthiness of the issuer and changes in the level of interest rates
(i.e., both experiencing appreciation when interest rates decline and
depreciation when interest rates rise). Therefore, to the extent a Portfolio
remains substantially fully invested at the same time that it has purchased
securities on a when-issued basis, there will be a greater possibility that
the market value of a Portfolio's assets will fluctuate.
Purchasing a tax-exempt security on a when- issued basis involves the
risk that the yields available in the market when the delivery takes
place may be higher than those obtained on the security so purchased. A
separate account of each Portfolio consisting of cash or liquid high-grade
debt securities equal to the amount of the when-issued commitments will
be established with the Custodian and marked-to-market daily, with
additional cash or liquid high-grade debt securities added when necessary.
When the time comes to pay for when-issued securities, the Portfolios will
meet their respective obligations from then available cash flow, sale of
securities held in the separate account, sale of other securities
or, although they would not normally expect to do so, from the sale of
the when-issued securities themselves (which may have a value greater or
lesser than the Portfolios' payment obligations). Sale of securities to
meet such obligations carries with it a greater potential for the
realization of capital gain, which is not exempt from Federal income
tax (see "Dividends, Distributions and Taxes" in the Prospectus).
Each Portfolio, other than the California Money Market Portfolio and the
New York Money Market Portfolio, may invest in municipal bond index
futures contracts or in listed contracts based on U.S. Government
securities. Such investments will be made solely for the purpose of
hedging against changes in the value of portfolio securities due to
anticipated changes in interest rates and market conditions, and not for
purposes of speculation. The acquisition or sale of a futures contract could
enable the Fund to protect a Portfolio's assets from
fluctuations in rates on tax-exempt securities without actually
buying or selling securities. The municipal bond index futures contract is
based on an index of long-term, tax-exempt municipal bonds. The "contract"
obligates the buyer or seller to take or make delivery, respectively, of an
amount of cash equal to the difference between the value of the index upon
liquidation of the "contract" and the price at which the index contract was
originally purchased or sold. In connection with the use of futures
contracts as a hedging device, there can be no assurance that there
will be a precise or even a positive correlation between price movement
in the futures contracts with that of the municipal bonds that are the
subject of the hedge, consequently, a Portfolio may realize a profit on a
futures contract that is less than the loss in the price of the municipal
bonds being hedged or may even incur a loss. A Portfolio also may not be
able to close a futures position in the event of adverse price movements
or in the event an active market does not exist for the hedging
contract on the exchange or board of trade on which the contract is traded.
The successful use of these investments is dependent on the ability of the
Manager to predict price or interest rate movements or the correlation of
futures and cash markets, or both.
<PAGE>139
Each Portfolio may invest in securities the disposition of which is subject
to legal or contractual restrictions. The sale of restricted
securities often requires more time and results in higher dealer discounts
or other selling expenses than does the sale of securities that are not
subject to restrictions on resale. Restricted securities often
sell at a price lower than similar securities that are not subject to
restrictions on resale.
Securities may be sold in anticipation of a market decline (a rise in
interest rates) or purchased in anticipation of a market rise (a decline in
interest rates). In addition, a security may be sold and another purchased at
approximately the same time to take advantage of what the Manager believes
to be a temporary disparity in the normal yield relationship between
the two securities. The Fund believes that, in general, the secondary market
for tax-exempt securities in each of the Fund's Portfolios may be less liquid
than that for taxable fixed-income securities. Accordingly, the ability
of a Portfolio to make purchases and sales of securities in the foregoing
manner may be limited. Yield disparities may occur for reasons
not directly related to the investment quality of particular issues or the
general movement of interest rates, but instead due to such factors as
changes in the overall demand for or supply of various types of
tax-exempt securities or changes in the investment objectives of
investors.
Portfolio turnover rate for a fiscal year is the ratio of the lesser of
purchases or sales (including maturities and calls) of portfolio securities to
the monthly average of the value of portfolio securities including long-
term U.S. Government securities but excluding securities with maturities at
acquisition of one year or less. The Fund effects portfolio transactions
with a view towards attaining the investment objective of each Portfolio
and is not limited to a predetermined rate of portfolio turnover. A high
portfolio turnover results in correspondingly greater transaction costs. The
Fund anticipates that each Portfolio's annual turnover rate generally
will not exceed 100%.
Though not obligated to do so, the Fund will normally provide upon request a
listing of portfolio holdings as of a recent date.
<PAGE>140
ADDITIONAL TAX INFORMATION Capital gain distributions, if any,
are taxable to shareholders, and are declared and paid at least annually. At
March 31, 1995 the unused capital loss carryovers of the Fund by
Portfolio were approximately as follows: National Portfolio, $5,911,171;
New York Portfolio, $1,310,119, Florida Portfolio, $313,998, New
Jersey, $999,309, Limited Term Portfolio, $5,131,067, Georgia Portfolio,
$36,179, Ohio Portfolio $28,813, Pennsylvania Portfolio, $114,695, California
Limited Term Portfolio, $188,158 and Florida Limited Term Portfolio,
$514,327. For Federal income tax purposes theses amounts are available
to be applied against future securities gains, if any, realized. The
carryovers expire as follows:
<TABLE>
<CAPTION>
March 31,
<S> <C> <C> <C> <C> <C> <C> <C>
PORTFOLIO 1997 1998 1999 2000 2001 2002 2003 (in thousands)
National -- -- -- -- -- -- $ 5911
California -- -- -- -- -- -- --
Florida -- -- -- -- -- -- 314
New Jersey -- -- -- -- -- -- 999
New York $427 $ 79 -- -- -- -- 804
Georgia -- -- -- -- -- -- 36
Ohio -- -- -- -- -- -- 29
Pennsylvania -- -- -- -- -- -- 115
Limited Term -- -- -- $ 450 $ 196 -- 4,485
California Limited Term -- -- -- -- -- -- 188
Florida Limited Term -- -- -- -- -- $ 2 512
</TABLE>
Generally, interest on municipal obligations is exempt from Federal income
tax. However, interest on municipal obligations that are considered to be
industrial development bonds (as defined in the Internal Revenue Code (the
"Code"), will not be exempt from Federal income tax to any
shareholder who is considered to be a "substantial user" of any facility
financed by the proceeds of suSh obligations (or a "related person" to
such "substantial user" as defined in the Code).
In addition, interest on municipal obligations may subject certain
investors' Social Security benefits to Federal income taxation. Section 86
of the Internal Revenue Code provides that the amount of Social Security
benefits includable in gross income for a taxable year is the lesser of (a)
one- half of the Social Security benefits or (b) one-half of the amount by
which the sum of "modified adjusted gross income" plus one- half of the
Social Security benefits exceeds a "base amount." The base amount is $25,000
for unmarried taxpayers, $32,000 for married taxpayers filling a joint return
and zero for married taxpayers not living apart who file separate returns.
Modified adjusted gross income is adjusted gross income determined without
regard to certain otherwise allowable deductions and exclusions from gross
income, plus tax-exempt interest on municipal obligations. To the
extent that Social Security benefits are included in gross income they
will be treated as any other item of gross income and therefore may be taxable.
Tax-exempt interest is included in modified adjusted gross income solely for
the purpose of determining what portion, if any, of Social Security
benefits will be included in gross income; no tax-exempt interest,
including that received from the Fund, will be subject to Federal income
tax for most investors.
<PAGE>141
Additionally, the Tax Reform Act of 1986 (the "Tax Reform Act") provides that
interest on certain municipal obligations (i.e. certain private activity
bonds) issued after August 7, 1986 will be treated as a preference item for
purposes of both the corporate and individual alternative minimum tax.
Under Treasury regulations, that portion of the Portfolio's exempt-interest
dividend which is to be treated as a preference item for shareholders
will be based on the proportionate share of the interest received by
the Portfolio from the specified private activity bonds. In addition, the Tax
Reform Act provides generally that tax preference items for corporations
for 1987-1989 will include one-half the amount by which adjusted net book
income (which would include tax- exempt interest) of the taxpayer exceeds
the alternative minimum taxable income of the taxpayer before any amount
is added to alternative minimum taxable income because of this preference.
A similar provision based on adjusted earnings and profits would apply
after 1989. Investors should consult their tax advisors before investing in
shares of the Fund.
From time to time, proceedings have been introduced before Congress for
the purpose of restricting or eliminating the Federal income tax exemption
for interest on municipal obligations. It may be expected that similar
proposals may be introduced in the future. If such proposals were to be
enacted, the ability of the Fund to pay "exempt interest" dividends could be
adversely affected and the Fund would then need to reevaluate its
investment objectives and policies and consider changes in its
structure.
INVESTMENT RESTRICTIONS
The Fund has adopted the following restrictions as fundamental
policies that cannot be changed without approval by the holders of a
majority of the outstanding voting securities of each Portfolio affected by
the matters as defined in the Investment Company Act of 1940 (see "Voting
Rights").
Without the approval of a majority of their outstanding voting securities,
the National Portfolio and the New York Portfolio each may not:
(1) Borrow money, except from banks for temporary purposes (such as
facilitating redemptions or for extraordinary or emergency purposes) in an
amount not to exceed 10% of the value of its total assets at the time the
borrowing is made (not including the amount borrowed) and no investment
will be made while borrowing exceeds 5% of total assets; (2) Mortgage or
pledge any of its assets, except to secure borrowings permitted under (1)
above; (3) Invest more than 25% of total assets taken at market value in
any one industry, except that Municipal Obligations and securities of the
U.S. Government, its agencies and instrumentalities and Municipal Obligations
of New York State with respect to the New York Portfolio are not considered an
industry for purposes of this limitation; (4) The National Portfolio may not
with respect to 75% of the value of its total assets, purchase
securities of any issuer if immediately thereafter more than 5% of
total assets at market value would be invested in the securities of any
issuer (except that this limitation does not apply to obligations issued or
guaranteed as to principal and interest either by the U.S. Government or its
agencies or instrumentalities or by New York State or its political
subdivisions with respect to the New York Portfolio); (5) Invest in
securities issued by other investment companies, except as permitted by
Section 12(d)(1) of the Investment Company Act of 1940 or in connection
with a merger, consolidation, acquisition or reorganization; (6) Purchase or
hold any real estate, except that a Portfolio may invest in securities
secured by real estate or interest therein or issued by persons (other than
real estate
<PAGE>142
investment trusts) who deal in real estate or interests therein; (7) Purchase
or hold the securities of any issuer, if to its knowledge, Trustees
or officers of the Fund individually owning beneficially more than .5% of
the securities of that issuer own in the aggregate more than 5% of
such securities; (8) write or purchase put, call straddle or spread
options; purchase securities on margin or sell "short"; (9) Underwrite
the securities of other issuers; (10) Purchase or sell commodities and
commodity contracts, except that each Portfolio may invest in or sell
municipal bond index future contracts; provided that immediately thereafter
not more than 33 1/3% of its net assets would be hedged or the amount of
margin deposits on the Portfolio's existing futures contracts would not
exceed 5% of the value of its total assets; or (ii) Make loans, except to the
extent the purchase of bonds or other evidences of indebtedness or the
entry into repurchase agreements or deposits with banks, including the
Fund's Custodian, may be considered loans (and the Fund has no present
intention of entering into repurchase agreements).
<PAGE>143
Without the approval of a majority of its outstanding voting securities,
the Limited Term Portfolio, the California Portfolio, the New Jersey
Portfolio, the Florida Portfolio, the California Limited Term Portfolio, the
Florida Limited Term Portfolio, the Georgia Portfolio, the Pennsylvania
Portfolio and the Ohio Portfolio each may not:
(1) Borrow money, except from banks for temporary purposes (such as
facilitating redemptions or for extraordinary or emergency purposes) in an
amount not to exceed 10% of the value of its total assets at the time the
borrowing is made (not including the amount borrowed) and no investments
will be made while borrowing exceed 5% of total assets; (2) Mortgage or
pledge any of its assets, except to secure borrowings permitted under (1)
above; (3) Invest more than 25% of total assets taken at market value in
any one industry; except that Municipal Obligations and securities of the
U.S. Government, its agencies and instrumentalities and Municipal Obligations
of California with respect to the California Portfolio and the California
Limited Term Portfolio, Municipal Obligations of New Jersey with respect to
the New Jersey Portfolio, Municipal Obligations of Georgia with respect to
the Georgia Portfolio, Municipal Obligations of Pennsylvania with respect
to the Pennsylvania Portfolio and Municipal Obligations of Florida with
respect to the Florida Portfolio and the Florida Limited Term Portfolio
are not considered an industry for purposes of this limitation; (4) Purchase
or hold any real estate, except that the Portfolio may invest in
securities secured by real estate or interests therein or issued by persons
(other than real estate investment trusts) which deal in real estate or
interests therein; (5) Write or purchase put, call, straddle or spread
options; purchase securities on margin or sell "short"; (6)
Underwrite the securities of other issuers: (7) Purchase or sell
commodities and commodity contracts, except that the Portfolio may invest
in or sell municipal bond index futures contracts, provided that
immediately thereafter not more than 33 1/3% of its net assets would be
hedged or the amount of margin deposits on the Portfolio's existing
futures contracts would not exceed 5% of the value of its total assets; or
(8) Make loans, except to the extent the purchase of bonds or other
evidences of indebtedness or the entry into repurchase agreements or deposits
with banks, including the Funds' Custodian, may be considered loans.
Without the approval of a majority of its outstanding voting securities,
the California Money Market Portfolio and the New York Money Market Portfolio
each may not:
(1) Borrow money, except from banks for temporary purposes (such as
facilitating redemptions or for extraordinary or emergency purposes) in an
amount not to exceed 10% of the value of its total assets at the time the
borrowing is made (not including the amount borrowed) and no investments
will be made while borrowings exceed 5% of total assets; (2) Mortgage or
pledge any of its assets, except to secure borrowings permitted under (1)
above; (3) Invest more than 25% of total assets taken at market value in
<PAGE>144
any one industry; except that Municipal Obligations and securities of the
U.S. Government, its agencies and instrumentalities and Municipal Obligations
of California with respect to the California Money Market Portfolio and
Municipal Obligations of New York with respect to the New York
Money Market Portfolio are not considered an industry for purposes of this
limitation; (4) Purchase or hold any real estate, except that the
Portfolio may invest in securities secured by real estate or interests therein
or issued by persons (other than real estate investment trusts) which
deal in real estate or interests therein; (5) Write or purchase put,
call, straddle or spread options; purchase securities on margin or
sell "short"; (6) Underwrite the securities of other issuers; (7)
Purchase or sell commodities and commodity contracts; or (8) Make loans,
except to the extent the purchase of bonds or other evidences of indebtedness
or the entry into repurchase agreements or deposits with banks, including
the Fund's Custodian, may be considered loans.
In order to comply with certain state statutes and policies, none of
the Portfolios will, as a matter of operating policy:
(1) Purchase oil, gas or other mineral leases, rights or royalty
contracts or exploration or development programs, except that each
Portfolio may invest in the securities of issuers which operate, invest
in, or sponsor such programs; (2) invest more than 5% of their assets in
unseasoned issuers, including their predecessors, which have been in
operation for less than three years.
The foregoing percentage restrictions apply at the time an investment
is made; a subsequent increase or decrease in percentage may result from
changes in values or net assets.
PERFORMANCE INFORMATION
From time to time, in advertisements and other types of sales
literature, each Portfolio may compare its performance to that of other
mutual funds with similar investment objectives, to appropriate indices
or rankings such as those compiled by Lipper Analytical Services, Inc.
or to other financial alternatives.
Each Portfolio, other than the California Money Market Portfolio and the
New York Money Market Portfolio, computes the average annual total return
during specified periods that would equate the initial amount invested to
the ending redeemable value of such investment by adding one to
the computed average annual total return, raising the sum to a power equal
to the number of years covered by the computation and multiplying the
result by one thousand dollars which represents the hypothetical
initial investment. The calculation assumes deduction of the maximum
sales charge from the initial amount invested and reinvestment of all
income dividends and capital gains distributions on the reinvestment dates
at prices calculated as stated in the Prospectus. The ending
redeemable value is determined by assuming a complete redemption at the
end of the period(s) covered by the average annual total return
computation. Such standard total return information may also be
accompanied with nonstandard total return information for differing
periods computed in the same manner but without annualizing the total
return or taking sales charges into account.
<PAGE>145
Each Portfolio's average annual total return with respect to its Class A
Shares for the one-year period, five-year period, if any, and for the life
of the Portfolio ended March 31, 1995 is as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PORTFOLIO One Year Five Years Life Inception Date
National 2.10% 7.82% 7.60% 8/20/86
Limited Term 3.64% 6.62% 6.82% 11/28/88
New York 2.10% 7.86% 6.82% 1/16/87
California 2.22% 7.36% 6.33% 4/3/87
New Jersey 2.38% N/ 7.97% 10/11/90
Florida 2.53% N/A 6.93% 4/2/91
Georgia N/A N/A 2.04% 4/4/94
Ohio N/A N/A (0.13%) 6/13/94
Pennsylvania N/A N/A 4.47% 4/4/94
Florida Ltd. Term 5.05 N/A 4.05% 4/27/93
Cal. Ltd. Term 3.79 N/A 3.17% 4/27/93
</TABLE>
Each Portfolio's average annual total return with respect to its Class B
Shares for the one-year period, five-year period, if any, and for the life
of the Portfolio ended March 31, 1995 is as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PORTFOLIO One Year Five Years Life Inception Date
National N/A N/A 5.61% 11/7/94
New York N/A N/A 5.42% 11/11/94
California N/A N/A 4.68% 11/11/94
New Jersey N/A N/A 6.36% 11/16/94
Florida N/A N/A 6.27% 11/16/94
Georgia N/A N/A (1.56%) 6/15/94
Ohio N/A N/A (1.17%) 6/14/94
Pennsylvania N/A N/A (0.07%) 6/20/94
</TABLE>
<PAGE>146
Each Portfolio's average annual total return with respect to its Class C
Shares for a one- year period and the life of the Portfolio's Class C shares
through March 31, 1995 is as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PORTFOLIO One Year Five Years Life Inception Date
National 4.80% N/A 5.48% 1/5/93
Limited Term 4.51% N/A 4.92% 1/5/93
New York 4.66% N/A 5.25% 1/8/93
California 4.80% N/A 5.02% 1/5/93
New Jersey 4.91% N/A 5.10% 1/5/93
Florida 5.12% N/A 5.50% 1/5/93
Georgia N/A N/A 4.11% 4/14/94
Ohio N/A N/A 2.28% 6/14/94
Pennsylvania N/A N/A 7.14% 4/5/94
Florida Ltd. Term 5.84% N/A 4.70% 5/4/93
Cal. Ltd. Term 4.56% N/A 3.97% 5/18/93
</TABLE>
Each Portfolio's average annual total return with respect to its Class Y
Shares for the one-year period, five-year period, if any, and for the life
of the Portfolio ended March 31, 1995 is as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PORTFOLIO One Year Five Years Life Inception Date
National N/A N/A N/A
Limited Term N/A N/A N/A
New York N/A N/A N/A
California N/A N/A N/A
New Jersey N/A N/A N/A
Florida N/A N/A N/A
Georgia N/A N/A N/A
Ohio N/A N/A N/A
Pennsylvania N/A N/A N/A
Florida Ltd. Term N/A N/A N/A
Cal. Ltd. Term 5.87% N/A 3.22% 6/23/93
</TABLE>
<PAGE>147
Each Portfolio's yield, other than for the California Money Market Portfolio
and the New York Money Market Portfolio, is computed by dividing the net
investment income per share earned during a specified thirty day period
ending at month end by the maximum offering price per share on the last
day of such period and analyzing the result. For purposes of yield
calculation, interest income is determined based on a yield to maturity
percentage for each long-term debt obligation in the Portfolio; income or
short- term obligations is based on current payment rate. Yield information
may be accompanied with information on tax equivalent yield computed in
the same manner, with adjustment for assumed federal income tax rates. No
taxable instruments are presently held by the Fund.
Each Portfolio's distribution rate, other than for the California
Money Market Portfolio and the New York Money Market Portfolio, is
calculated by analyzing the latest income distribution and dividing the
result by the maximum offering price per share as of the end of the
period to which the distribution relates. The distribution rate is not
computed in the same manner as, and therefore can be significantly different
from, the above described yield which will be computed in accordance with
applicable regulations. A Portfolio may quote its distribution rate
together with the above described standard total return and yield
information in its supplemental sales literature. The use of such
distribution rates would be subject to an appropriate explanation of,
among other matters, how the components of the distribution rate differ
from the above described yield. California Money Market Portfolio's
yield with respect to its Class A shares for the seven-day period ended
March 31, 1995 was 3.39% (the effective yield was 3.45%) with an average
dollar-weighted portfolio maturity of 16.9 days; the New York Money
Market Portfolio's yield with respect to its Class A shares for the seven-day
period ended March 31, 1995 was 3.32% (the effective yield was 3.38%) with
an average dollar-weighted portfolio maturity of 40.2 days. From time to
time the California Money Market Portfolio and, the New York Money Market
Portfolio may advertise their yield, effective yield and tax equivalent
yield. These yield figures are based on historical earnings and are not
intended to indicate future performance. The yield of each Portfolio refers
to the net investment income generated by an investment in each Portfolio
over a specific seven-day period (which will be stated in the
advertisement). This net investment income is then annualized. The
effective yield is calculated similarly but, when annualized, the income
earned by an investment in each Portfolio is assumed to be reinvested. The
effective yield will be slightly higher than the yield because of the
compounding effect of the assumed reinvestment. The tax equivalent
yield also is calculated similarly to the yield, except that a stated income
tax rate is used to demonstrate the taxable yield necessary to produce an
after-tax yield equivalent to the tax-exempt yield of each Portfolio.
Performance information may be useful in evaluating a Portfolio and for
providing a basis for comparison with other financial alternatives. Since
the performance of each Portfolio changes in response to fluctuations in
market conditions, interest rates and Portfolio expenses, no performance
quotation should be considered a representation as to the Portfolio's
performance for any future period.
VALUATION OF SHARES
The Prospectus states that the net asset value of each Portfolio's
Classes of shares will be determined on any date that the New York Stock
Exchange ("NYSE") is open. The NYSE is closed on the following holidays: New
Year's Day, Washington's Birthday, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
<PAGE>148
The California Money Market Portfolio and the New York Money Market
Portfolio use the "amortized cost method" for valuing portfolio securities
pursuant to Rule 2a-7 under the Act (the "Rule"). The amortized cost method
of valuation of a Portfolio's securities (including any securities
held in the separate account maintained for "when-issued" securities --
See "Investment Objective and Management Policies" and "Portfolio
Management" in the Prospectus) involves valuing a security at its cost at
the time of purchase and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument. The
market value of each Portfolio's securities will fluctuate on the basis of
the creditworthiness of the issuers of such securities and with changes in
interest rates generally. While the amortized cost method provides
certainty in valuation, it may result in periods during which value, as
determined by amortized cost, is higher or lower than the price each
Portfolio would receive if it sold the instrument. During such periods
the yield to investors in each Portfolio may differ somewhat from that
obtained in a similar company that uses mark-to-market values for all its
portfolio securities. For example, if the use of amortized cost resulted in
a lower (higher) aggregate portfolio value on a particular day, a prospective
investor in each Portfolio would be able to obtain a somewhat higher
(lower) yield than would result from investment in such similar
company, and existing investors would receive less (more) investment income.
The purpose of this method of valuation is to attempt to maintain a
constant net asset value per share, and it is expected that the price of
each Portfolio's shares will remain at $1.00; however, shareholders should be
aware that despite procedures that will be followed to have a
stabilized price, including maintaining a maximum dollar-weighted average
portfolio maturity of 90 days, investing in securities that have or are
deemed to have remaining maturities of only 13 months or less and
investing in only United States dollar-denominated instruments determined
by the Fund's Trustees to be of high quality with minimal credit risks
and which are Eligible Securities (as defined below), there is no assurance
that at some future date there will not be a rapid change in
prevailing interest rates, a default by an issuer or some other event that
could cause each Portfolio's price per share to change from $1.00.
An Eligible Security is defined in the Rule to mean a security which:
(a) has a remaining maturity of 397 days or less; (b)(i) is rated in
the two highest short-term rating categories by any two "nationally-
recognized statistical rating organizations" ("NRSROs") that have issued a
short-term rating with respect to the security or class of debt obligations of
the issuer, or (ii) if only one NRSRO has issued a short-term rating with
respect to the security, then by that NRSRO; (c) was a long-term security
at the time of issuance whose issuer has outstanding a short-term debt
obligation which is comparable in priority and security and has a rating
as specified in clause (b) above; or (d) if no rating is assigned by any NRSRO
as provided in clauses (b) and (c) above, the unrated security is
determined by the Trustees to be of comparable quality to any such rated
security.
THE MANAGEMENT AGREEMENT
Manager
The Management Agreement for each of the Fund's Portfolios, other than
the California Money Market Portfolio and the New York Money Market
Portfolio, provides for a daily management fee at the annual rate of 0.45%
of the Portfolio's average net assets.
<PAGE>149
On April 27, 1994, the Trustees approved new management agreements
between the Fund, on behalf of each of the California Money Market Portfolio
and the New York Money Market Portfolio (collectively the "Money
Market Portfolios"). The new management agreements were subsequently approved
by shareholders at a meeting of held on September 2, 1994. The new
management agreements provide for the payment of an effective management fee
at an annual rate based on each Money Market Portfolio's average daily
net assets in accordance with the following schedule:
0.50% on the first $2.5 billion of net assets;
0.475% on the next $2.5 billion; and
0.45% on net assets in excess of $5 billion.
Based on the current asset levels of each Money Market Portfolio,
the effective management fee is 0.50%.
The new management agreements were proposed and approved in conjunction with
the proposed acquisition (the "Acquisition") by each of the Money Market
Portfolios of the assets of Smith Barney Shearson California Money Market Fund
and Smith Barney Shearson New York Money Market Fund, respectively. As a result
of the Acquisitions, it is expected that the level of assets of each Money
Market Portfolio will substantially increase. The new management fee would
result in the same effective management fee on each Portfolio's current
net assets and on the assets expected immediately after the
Acquisitions. However, the management fee payable would be reduced as
higher levels of assets are attained.
<PAGE>150
For the fiscal years ended March 31, 1993, 1994 and 1995, the management
fee for each Portfolio was as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Portfolio 1995 1994 1993
National $ 1,918,961 $ 1,985,609 $ 1,493,308
Limited Term 1,351,567 1,339,152 944,993
California 773,229 823,356 638,950
New York 373,385 334,878 233,445
New Jersey (a) 301,338 240,296 129,326
Florida (b) 484,744 505,761 311,509
California Money (c) 2,239,712 897,858 772,368
New York Money (d) 1,525,102 293,600 110,008
CA Ltd. Term (e) -- -- N/A
FL Ltd. Term (f) (g) 12,445 -- N/A
Georgia (h) -- N/A N/A
Ohio (i) -- N/A N/A
Pennsylvania (j) -- N/A N/A
<FN>
(a) The Manager waived its management fee with respect to the New Jersey
Portfolio's average daily net assets in excess of 0.30% of such Portfolio's
average daily net assets for 1993.
(b) The Manager waived its management fee in excess of 0.035% of the Florida
Portfolio's average daily net assets for the period April 1, 1992 through
January 1, 1993.
(c) The Manager waived its management fee in excess of 0.03% of the
California Money Market Portfolio's average daily net assets for the period
from April 1, 1994 through March 31, 1995.
(d) The Manager waived its management fee in excess of 0.36% of the New York
Money Market Portfolio's average daily net assets for the period from
September 17,1992 through March 31, 1993.
(e) The Manager waived its entire management fee with respect to the
California Limited Term Portfolio's average daily net assets for the period
from April 27, 1993 through March 31, 1994.
(f) The Manager waived its entire management fee with respect to the Florida
Limited Term Portfolio's average daily net assets for the period from April
27, 1993 through March 31, 1994.
(g) The Manager waived its management fee in excess of .069% of the Florida
Limited Term Portfolio's average daily net assets for the period from April
1, 1994 through March 31, 1995.
(h) The Manager waived its entire management fee with respect to the Georgia
Portfolio's average daily net assets for the period from April 4, 1994 through
March 31, 1995.
(i) The Manager waived its entire management fee with respect to the Ohio
Portfolio's average daily net assets for the period from June 13, 1994 through
March 31, 1995.
<PAGE>151
(j) The Manager waived its entire management fee with respect to the
Pennsylvania Portfolio's average daily net assets for the period from April
4, 1994 through March 31, 1995.
</TABLE>
The Management Agreements further provide that all other expenses not
specifically assumed by the Manager under the Management Agreement on
behalf of each portfolio are borne by the Fund. Expenses payable by the
Fund include, but are not limited to, all charges of custodians
(including sums as custodian and sums for keeping books and for rendering
other services to the Fund) and shareholder servicing agents, expenses
of preparing, printing and distributing all prospectuses, proxy
material, reports and notices to shareholders, all expenses of
shareholders' and Trustees' meeting, filing fees and expenses relating
to the registration and qualification of the Fund's shares and the Fund
under Federal or state securities laws and maintaining such
registrations and qualifications (including the printing of the Fund's
registration statements), fees of auditors and legal counsel, costs
of performing portfolio valuations, out-of-pocket expenses of
Trustees and fees of Trustees who are not "interested persons" as defined
in the Act, interest, taxes and governmental fees, a fees and commissions of
every kind, expenses, of issue, repurchase or redemption of shares,
insurance expense, association membership dues, all other costs incident
to the Fund's existence and extraordinary expenses such as litigation and
indemnification expenses. Direct expenses of each Portfolio of the
Fund, including but not limited to the management fee are charged to
that Portfolio, and general trust expenses are allocated among the
Portfolios on the basis of relative net assets. The Manager has
voluntarily agreed to waive its fee with respect to each Portfolio to the
extent it is necessary if in any fiscal year the aggregate expenses of the
Portfolio, exclusive of taxes, brokerage, interest, payments of
distribution fees and extraordinary expenses such as litigation costs,
exceed the most restrictive expense limitation imposed by any state in
which a Portfolio sells shares, if any.
DISTRIBUTOR
The Fund, on behalf of each Portfolio, has adopted a plan of distribution
pursuant to Rule 12b-1 (the "Plan") under the 1940 Act under which a
service fee is paid by each class of shares (other than Class Y shares ) of
each Portfolio to Smith Barney in connection with shareholder service
expenses. The service fee is equal to 0.15% of the average daily net
assets of each class (the service fee payable by the Class A shares of the
Money Market Portfolios is 0.10%). With respect to Class B and Class C shares
of each Portfolio, Smith Barney is also paid a distribution fee,
pursuant to a plan of distribution adopted by each Portfolio. See
"Distributor" in each applicable Prospectus.
CUSTODIAN
All portfolio securities and cash owned by the Fund will be held in the
custody of PNC Bank, National Association, 17th and Chestnut Streets,
Philadelphia, Pennsylvania 19103.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP, 345 Park Avenue, New York, New York 10154, have been
selected as independent auditors for the Fund for its fiscal year ending
March 31, 1996 to report annually on their audit of the financial
statements of the Fund and to perform required reviews of certain filings
with the Commission.
<PAGE>152
THE FUND
The interest of a shareholder is in the assets and earnings of the
Portfolio in which he or she holds shares. The Trustees have authorized the
issuance of twenty series of shares, each representing shares in one of
twenty separate Portfolios. Pursuant to such authority, the Trustees may
also authorize the creation of additional series of shares and additional
classes of share within any series. The investment objectives, policies and
restrictions applicable to additional Portfolios would be established
by the Trustees at the time such Portfolios were established and may
differ from those set forth in the Prospectuses and this the
Statement of Additional Information. In the event of liquidation or
dissolution of a Portfolio or of the Fund, shares of a Portfolio are
entitled to receive the assets belonging to that Portfolio and a
proportionate distribution, based on the relative net assets of the
respective Portfolios, of any general assets not belonging to any
particular Portfolio that are available for distribution.
The Declaration of Trust may be amended only by a "majority shareholder
vote" as defined therein, except for certain amendments that may be made by
the Trustees. The Declaration of Trust and the By-Laws of the Fund are
designed to make the Fund similar in most respects to a
Massachusetts business corporation. The principal distinction between
the two forms relates to shareholder liability described below.
Under Massachusetts law, shareholders of a business trust may, under certain
circumstances, be held personally liable as partners for the obligations of
the trust, which is not the case with a corporation. The Declaration of
Trust of the Fund provides that shareholders shall not be subject to
any personal liability for the acts or obligations of the Fund and that
every written obligation, contract, instrument or undertaking made by the
Fund shall contain a provision to the effect that the shareholders
are not personally liable thereunder.
Special counsel for the Fund are of the opinion that no personal
liability will attach to the shareholders under any undertaking
containing such provision when adequate notice of such provision is given,
except possibly in a few jurisdictions. With respect to all types of claims in
the latter jurisdictions and with respect to tort claims, contract
claims where the provision referred to is omitted from the undertaking,
claims for taxes and certain statutory liabilities in other
jurisdictions, a shareholder may be held personally liable to the extent
that claims are not satisfied by the Fund; however, upon payment of any such
liability the shareholder will be entitled to reimbursement from the general
assets of the Fund. The Trustees intend to conduct the operations of the
Fund, with the advice of counsel, in such a way so as to avoid, as far as
possible, ultimate liability of the shareholders for liabilities of the
Fund.
The Declaration of Trust further provides that no Trustee, officer or
employee of the Fund is liable to the Fund or to a shareholder,
except as such liability may arise from his or its own bad faith, willful
misfeasance, gross negligence, or reckless disregard of his or its duties,
nor is any Trustee, officer or employee personally liable to any
third persons in connection with the affairs of the Fund. It also
provides that all third persons shall look solely to the Fund property or
the property of the appropriate Portfolio of the Fund for satisfaction of
claims arising in connection with the affairs of the Fund or a particular
Portfolio, respectively. With the exceptions stated, the Declaration of
Trust provides that a Trustee, officer or employee is entitled to be
indemnified against all liability in connection with the affairs of the
Fund.
Other distinctions between a corporation and a Massachusetts business trust
include the fact that business trusts are not required to issue share
certificates or hold annual meetings of shareholders.
<PAGE>153
The Fund shall continue without limitation of time subject to the
provisions in the Declaration of Trust concerning termination of the
trust or any of the series of the trust by action of the shareholders or
by action of the Trustees upon notice to the shareholders.
VOTING RIGHTS The Trustees themself have the power to alter
the number and the terms of office of the Trustees, and they may at any
time lengthen their own terms or make their terms of unlimited
duration (subject to certain removal procedures) and appoint their own
successors, provided that in accordance with the Act always at least a
majority, but in most instances, at least two-thirds of the Trustees
have been elected by the shareholders of the Fund. Shares do not
have cumulative voting rights and therefore the holders of more than 50%
of the outstanding shares of the Fund may elect all of the Trustees
irrespective of the votes of other shareholders. Class A, Class B, Class C
and Class Y shares of a Portfolio of the Fund, if any, represent interests in
the assets of that Portfolio and have identical voting, dividend,
liquidation and other rights on the same terms and conditions, except that
each class of shares has exclusive voting rights with respect to provisions
of the Fund's Rule 12b-1 distribution plan which pertain to a particular
class . For example, a change in investment policy for a Portfolio would
be voted upon only by shareholders of the Portfolio involved.
Additionally, approval of each Portfolio's management agreement is a matter
to be determined separately by that Portfolio. Approval of a proposal by
the shareholders of one Portfolio is effective as to that Portfolio whether or
not enough votes are received from the shareholders of the other
Portfolios to approve the proposal as to those Portfolios. As of June 30,
1995: William C. Lochmoeller TTEE, FBO The Lochmoeller Family Trust
U/A/D 07/29/80, 1270 Mesa Rd., San Marino, CA 91108, owned 11,576.461
(17.269%) of the outstanding Class B shares of the California Portfolio;
Joan Barnett, 3917 Alta Mesa Drive, Studio City, CA 91604, owned 9,537.048
(14.22%) of the outstanding Class B shares of the California Portfolio;
Patricia S. Gonzalez, 204 Upland Court, Redwood City , CA 94062, owned
8,337.641 (12.43%) of the outstanding Class B shares of the California
Portfolio; Janet C. Higgins, Successor TTEE, FBO Donald R. Higgins &
Janet C. Higgins Revocable Trust A, U/A/D 6/10/85, 3119 Claridge Way,
Sacramento, CA 95821, owned 8245.169 (12.30%) of the outstanding Class B
shares of the California Portfolio; Steven H. Pettit TTEE, FBO The Tina &
Tom Pettit Irrevocable Trust DTD 04-13- 95, 4839 Meadow Ridge Road, Santa
Ysabel, CA 92070, owned 6,162.150 (9.19%) of the outstanding Class B
shares of the California Portfolio; Vivian Gilbert Strell Laurie Gilbert
and Samuel Gilbert JTWROS, 7008 Lipmann Street, San Diego, CA 92212,
owned 3,849.714 (5.74%) of the outstanding Class B shares of the California
Portfolio; Mutual Management Corp., C/O Smith Barney, Inc., Attn: Thomas
Reynolds, 388 Greenwich Street, New York, NY 10013, owned 149,766.909
(20.47%) of the outstanding Class A shares of the California Limited
Portfolio; Alan D. Levy Abby Jane Levy JTWROS, 910 N. Roxbury, Beverly
Hills, CA 90210, owned 74,963.00 (3.33%) of the outstanding Class A shares
of the California Limited Portfolio; Jeff Herman & Kara Ann Herman JTWROS,
12021 Doral Street, Northridge, CA 91326, owned 16,875.514 (6.83%) of
the outstanding Class C shares of the California Limited Portfolio; Robert
L. Smith & Lucille L. Smith TRS, UA DTD 2/18/76, FBO Smith Family Trust,
420 Pebble Beach Place, Fullerton, CA 92635, owned 16,849.115 (6.82%) of the
outstanding Class C shares of the California Limited Portfolio; Aloke Bosu,
12070 Telegraph Road, Suite #340, Santa Fe Springs, CA 90670, owned
15,934.412 (6.45%) of the outstanding Class C shares of the California
Limited Portfolio; Camilla Schoch Gerald Schoch TTEE, U/A/D 07/06/90,
FBO Melbourne J Schoch, 41B Niniko Pl, Honolulu, HI 96817, owned 15,815.459
(6.40%) of the outstanding Class C shares of the California Limited
Portfolio; Anthony S. Wong & Mandy Tang Wong TTEEs for the AMP Wong
Family Trust, U/A/D 12/08/89, 1071 Piedmont, Sacramento, CA 95822;
The E.G. Rosenblatt Living TR, E.G. Rosenblatt TTEE, 2295 South Ocean
Blvd., Palm Beach, FL 33480, owned 624,871.770 (7.61%) of the outstanding
Class A shares of the Florida Portfolio; Norman S Jaffe & Ann L Jaffe TTEES,
Norman S
<PAGE>154
Jaffe & Ann L Jaffe Revocable Trust, U/A/D 6/10/90, 5700 North Bay
Road, Miami Beach, FL 33140, owned 16,455.156 (7.72%) of the outstanding
Class B shares of the Florida Portfolio; Blanche Kaplan, 6039 Collins
Avenue, Apt. 1056, Miami Beach, FL 33140, David S. Light TTEE, FBO David S.
Light U/A/D 11/12/90, The David S. Light REV TR, 9406 W Broadview Drive,
Bay Harbor Isle, FL 33154, owned 13,233.408 (6.21%) of the outstanding
Class B shares of the Florida Portfolio; Samuel R. Gardner and Sharon E.
Gardner as Trustees Under a Joint Revocable Trust Agreement DTD 12/03/92,
235 Ocean Way, Vero Beach, FL 32963, owned 11,140.903 (5.23%) of
the outstanding Class B shares of the Florida Portfolio; Benjamin S.
Loewenstein and Eleanor S. Loewenstein TTEES UDT DTD 2/3/84, 198 Northwest
67th Street #306, Boca Raton, FL 33487, owned 10,043.103 (6.14%) of the
outstanding Class C shares of the Florida Portfolio; Sari Galan, 49-14
Skyline Blvd., Cape Coral, FL 33432, owned 9,960.516 (6.10%) of the
outstanding Class C shares of the Florida Portfolio; Phyllis L O9Neill, 341
Alexander Palm Road, Boca Raton, FL 33432, 9,604.000 (5.87%) of the
outstanding Class C shares of the Florida Portfolio; Susan H. Dupuis
Trustee, Susan H. Dupuis LIV. REV. TR. DTD 9/26/89, 4100 Bay Point Road,
Miami, FL 33137, owned 151,343.096 (7.64%) of the outstanding Class A
shares of the Florida Limited Term Portfolio; Alico Inc., ATTN: Craig
Simmons, P.O. Box 338, Labelle, FL 33935, owned 46,013.436 (10.11%) of
the outstanding Class C shares of the Florida Limited Term Portfolio;
Rita Green, Person Rep Estate of Samuel Auerbach, 11 Islan Avenue,
Apartment #1112. Miami Beach, FL 33139, owned 34,243.051 (7.53%) of
the outstanding Class C shares of the Florida Limited Term Portfolio;
Slyvia Pawliger TTEE FBO, Sylvia Pawliger Living TR DTD 11/14/94, 5440 SW
85th Street, Miami, FL 33143, owned 32,237.785 (7.09%), of the outstanding
Class C shares of the Florida Limited Term Portfolio; Dominick
Amatulli TTEE, FBO Dominick Amatulli U/A/D 01/25/93, 120 Shore Drive,
Rivera Beach, FL 33404, owned 32,194.048 (7.08%) of the outstanding
Class C shares of the Florida Limited Term Portfolio; Gabriel H. Pou and
Guillermina F. Pou, owned 1265 Mariola Ct., Coral Gables, FL 33134, owned
23,249.793 (5.11%) of the outstanding Class C shares of the Florida Limited
Term Portfolio; Mutual Management Corp., C/O Smith Barney, Inc., ATTN:
Thomas Reynolds, 388 Greenwich Street, New York, NY 10013, owned 62,599.636
(10.62%) of the outstanding Class A shares of the Georgia Portfolio; Jeanne
A. Sellers, 1 Peachtree Battle #7, Atlanta, GA 30305, owned 43,272.325
(7.34%) of the outstanding Class A shares of the Georgia Portfolio; John
H. Bennett Sr., 4846 Salaccoa Road, Waleska, GA 30183, owned 17,449.361
(7.08%) of the outstanding Class B shares of the Georgia Portfolio; Anna M.
Fowlkes, 3750 Peachtree Road N.E. Apt. #712, Atlanta, GA 30319, owned
12,763.285 (5.18%) of the outstanding Class B shares of the Georgia
Portfolio; Robert B. Quattlebaum, 2201 Azalea Drive, Valdosta, GA 31602,
owned 12,727.017 (5.17%) of the outstanding Class B shares of the Georgia
Portfolio; Jeanette L Griffis, Rt.1 Box 266, Fargo, GA 31631, owned
12,514.371 (9.12%) of the outstanding Class C shares of the Georgia
Portfolio; Larry S. Leake, 4084 Admiral Drive, Atlanta, GA 31631,
owned 12,277.731 (8.95%) of the outstanding Class C shares of the
Georgia Portfolio; Thomas A. Collentine MD and Judith W. Collentine JTWROS,
1841 Lakehurst Court, Smyrna, GA 30080, owned 9,035.359 shares of the
outstanding Class C shares of the Georgia Portfolio; Ben W. Andrew Hope P.
Andrew JTWROS, 3110 Nottaway Ct. NE, Atlanta, GA 30341, owned 7,692.617
(5.61%) of the outstanding Class C shares of the Georgia Portfolio;
Kurt F. Wilkening, 243 Robin Drive, Sarasota, FL 34236, owned 30,965.592
(100%) of the outstanding Class Y shares of the Limited Term Portfolio;
James R. Scheele P.O. Box 2477, Williston, ND 58802, owned 181,280.770
(32.67%) of the outstanding Class B shares of the National Portfolio; Joseph
Mayson, 6615 Glenridge Drive, Atlanta, GA 30328, owned 29,995.027
(5.41%) of the outstanding Class B shares of the National Portfolio;
Raymond P. Kane, 1 North Court, Port Washington, NY 11050, owned 28,835.323
(5.20%) shares of the outstanding Class B shares of the National
Portfolio; Mr. Abe Simon, 191 Cokesbury Road, PO Box 404, Lebanon, NJ
08833, owned 7,539.079 (5.93%) of the outstanding Class B shares of the New
Jersey Portfolio; Carleton N. Rowe Margaret T. Rowe JTWROS, 206 Lenape Trail,
Wenonah, NJ 08090, owned 19,339.416 (7.53%) of the outstanding Class C
shares of the New Jersey Portfolio; Merel Julia and Martin Leaf, TTEES UAD
<PAGE>155
2/3/89 Raul Julia Insurance Trust, C/O Faden & Co., 605 3rd Ave. 11th
flr., New York, NY 10158, owned 20,599.007 (5.54%) of the outstanding Class
B shares of the New York Portfolio; SBS Ohio Muni C/O Dahlia McQueen,
Treasury Admin, 388 Greenwich Street 39th Flr., New York, NY 10013,
owned 62,761.584 (26.04%) of the outstanding Class A shares of the Ohio
Portfolio; John B. Roderer, 7540 Peters Pk, Dayton, OH 45414, owned
10,669.983 (5.11%) of the outstanding Class B shares of the Ohio Portfolio;
Plaford E. Meredith, 5063 Waterloo Rd., Atwater, OH 44201, owned 8,318.847
(14.33%) of the outstanding Class C shares of the Ohio Portfolio;
James A Wilkirson and Carolyn G. Wilkirson JTWROS, 2400 Wimbledon Park
Blvd., Toledo, OH 43617, owned 5,185.043 (8.93%) of the outstanding Class C
shares of the Ohio Portfolio; Sandhya R. Nuthakki, Municipal Bond
Account, 4625 Schrubb Dr., Kettering, OH 45429, owned 4,425.086 (7.62%)
of the outstanding Class C shares of the Ohio Portfolio; Nancy L.
Schardt, 1648 West Alex- Bell Rd, Dayton, OH 45459, owned 3,582.396 (6.17%)
of the outstanding Class C shares of the Ohio Portfolio; James J. Broussard,
530 Derwyn Rd., Drexel Hill, PA 19026, owned 102,939.291 (14.69%) of the
outstanding Class A shares of the Pennsylvania Portfolio; Murray L.
Katz and Harriet L. Katz JTWROS, 1130 Countryside Drive, Harrisburg, PA
17110, owned 86,904.114 (12.41%) of the outstanding Class A shares
of the Pennsylvania Portfolio; Carol L Shields, Idlewild Farm, 617
Williamson Road, Bryn Mawr, PA 19010, owned 50,793.026 (7.25%) of the
outstanding Class A shares of the Pennsylvania Portfolio; Nand Todi and
Shashi Todi TTEES Todi Living Trust U/A/D 12/10/93, FBO Nand K. Todi &
Shashi P. Todi, 424 Gwynedd Valley Drive, Gwynedd Valley, PA 19437,
owned 43,463.633 (6.20%) of the outstanding Class A shares of
the Pennsylvania Portfolio.
<PAGE>156
FINANCIAL STATEMENTS
The following information is hereby incorporated by reference to the
Fund's March 31, 1995 Annual Reports to Shareholders:
Page(s) in:
<TABLE>
<CAPTION>
<S> <C> <C>
Annual Report
Annual Report of Limited
of National Term
Portfolio Portfolio
Schedules of Investments 7 - 23 7 - 20
Statements of Assets and Liabilities 26 22
Statements of Operations 27 23
Statements of Changes in Net Assets 28 24
Notes to Financial Statements 29-32 25 - 27
Financial Highlights (for a share
of each series of beneficial interest
outstanding throughout each year) 33-34 28 - 29
Independent Auditors' Report 35 30
Page(s) in:
Annual Report
Annual Report of California,
of Florida & CA Limited Term,
Florida Limited Term CA Money Market
Portfolios Portfolios
Schedules of Investments 10 - 19 12 - 30
Statements of Assets and Liabilities 21 33
Statements of Operations 22 34
Statements of Changes in Net Assets 23 35 - 36
Notes to Financial Statements 24 - 27 37 - 42
Financial Highlights (for a share
of each series of beneficial interest
outstanding throughout each year) 28-31 43 - 46
Independent Auditor's Report 32 47 - 48
Page(s) in:
Annual Report
of NY &
Annual Report New York
of New Jersey Money Market
Portfolio Portfolios
Schedules of Investments 7 - 11 8 - 18
Statements of Assets and Liabilities 14 21
Statements of Operations 15 22
Statements of Changes in Net Assets 16 23
Notes to Financial Statements 17 - 20 24 - 27
Financial Highlights (for a share
of each series of beneficial interest
outstanding throughout each year) 21 - 22 28 - 30
Independent Auditors' Report 23 31
Page(s) in:
Annual Report
of Ohio, Georgia
& Pennsylvania
Portfolios
Schedules of Investments 11-18
Statements of Assets and Liabilities 21
Statements of Operations 22
Statements of Changes in Net Assets 23
Notes to Financial Statements 24 - 28
Financial Highlights (for a share
of each series of beneficial
interest outstanding throughout
each year) 29 - 31
Independent Auditor's Report 32
</TABLE>
<PAGE>157
APPENDIX A
RATINGS OF MUNICIPAL BONDS, NOTES AND COMMERCIAL PAPER
Description of Four Highest Municipal Bond Ratings
Moody's Investors Service, Inc. ("Moody's"):
Aaa - Bonds that are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred
to as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of
such issues.
Aa - Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude
or there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.
A - Bonds that are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may
be present which suggest a susceptibility to impairment some time in the
future.
Baa - Bonds that are rated Baa are considered as medium grade obligations;
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as
well.
Standard & Poor's Corporation ("S&P"):
AAA - Debt rated AAA has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.
BBB - Debt rated BBB is regarded as having adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher
rated categories.
<PAGE>158
Description of State and Local Government Municipal Note Ratings
Notes are assigned distinct rating symbols in recognition of the differences
between short- term credit risk and long-term risk. Factors affecting the
liquidity of the borrower and short-term cyclical elements are critical in
short-term ratings, while other factors of major importance in bond
risk, long-term secular trends for example, may be less important over
the short run.
Moody's Investors Service, Inc.:
Moody's ratings for state and municipal notes and other short-term loans are
designated Moody's Investment Grade (MIG). A short-term rating may also be
assigned on an issue having a demand feature -- a variable rate demand
obligation. Such ratings will be designated as VMIG. Short-term ratings
on issues with demand features are differentiated by the use of
the VMIG symbol to reflect such characteristics as payment upon periodic
demand rather than fixed maturity dates and payment relying on
external liquidity. Additionally, investors should be alert to the fact that
the source of payment may be limited to the external liquidity with no or
limited legal recourse to the issuer in the event the demand is not met.
Symbols used are as follows:
MIG/VMIG 1 - Loans bearing this designation are of the best quality,
enjoying strong protection from established cash flows of funds,
superior liquidity support or demonstrated broad-based access to the
market for refinancing.
MIG 2/VMIG 2 - Loans bearing this designation are of high quality, with
margins of protection ample although not so large as in the preceding group.
Standard & Poor's Corporation:
SP-1 - Very strong or strong capacity to pay principal interest. Those
issues determined to possess overwhelming safety characteristics
will be given a plus (+) designation.
SP-2 - Satisfactory capacity to pay principal and interest.
Description of Highest Commercial Paper Ratings
Moody's Investors Service, Inc.:
Prime-1 - Issuers (or related supporting institutions) rated Prime-1 have
a superior capacity for repayment of short-term promissory
obligations. Prime-1 repayment capacity will normally be evidenced by the
following characteristics: leading market positions in well-established
industries; high rates of return on funds employed; conservative
capitalization structures with moderate reliance on debt and ample asset
protection; broad margins in earnings coverage of fixed financial
charges and high internal cash generation; and well- established
access to a range of financial markets and assured sources of alternate
liquidity.
<PAGE>159
Standard & Poor's Corporation:
A-1 - This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined
to possess overwhelming safety characteristics are denoted with a plus
(+) sign designation.
[C]
APPENDIX B
The following information is a summary of special factors affecting
California Municipal Obligations. It does not purport to be a complete
description and is based on information from statements relating to
securities offerings of California issuers.
Additional Discussion of Special Factors Relating to California
Municipal Obligations
California's economy is the largest among the 50 states. The State's
January 1, 1992 population of 31 million represented approximately 12.0%
of the total United States population. Total employment was about 14
million, the majority of which was in the service, trade and
manufacturing sectors.
Since the start of the 1990-91 fiscal year, the State has faced the
worst economic, fiscal and budget conditions since the 1930s. Construction,
manufacturing (especially aerospace), and financial services, among
others, have all been severely affected. Job losses have been the worst of
any post-war recession and have continued through the end of 1993.
Employment levels are expected to stabilize before net employment starts
to increase and pre-recession job levels are not expected to be reached for
several more years. Unemployment is expected to remain above 9% through
1994.
The recession has seriously affected State tax revenues, which
basically mirror economic conditions. It has also caused increased
expenditures for health and welfare programs. The State is also facing
a structural imbalance in its budget with the largest programs supported by
the General Fund--K-14 education (kindergarten through community
college), health, welfare and corrections--growing at rates significantly
higher than the growth rates for the principal revenue sources of
the General Fund. As a result, the State entered a period of chronic
budget imbalance, with expenditures exceeding revenues for four of the
last five fiscal years. Revenues declined in 1990-91 over 1989-90, the
first time since the 1930s. By June 30, 1993, the State's General Fund
had an accumulated deficit, on a budget basis, of approximately $2.8
billion. (Special Funds account for revenues obtained from specific
revenue sources, and which are legally restricted to expenditures for
specific purposes.) The 1993-94 Budget Act incorporated a Deficit
Reduction Plan to repay this deficit over two years. The original budget
for 1993-94 reflected revenues which exceeded expenditures by a
approximately $2.8 billion. As a result of continuing recession, the
excess of revenues over expenditures for the fiscal year is now expected to be
only about $500 million. Thus, the accumulated budget deficit at June 30,
1994 is now estimated by the Department of Finance to be approximately $2
billion, and the deficit will not be retired by June 30, 1995 as
planned. The accumulated budget deficits over the past several years,
together with expenditures for school funding which have not been reflected in
the budget, and the reduction of available internal borrowable funds, have
combined to significantly depleted the State's cash resources to pay
as ongoing expenses. In order to meet its cash needs, the State has had to
rely for several years on a series of external borrowings, including
borrowings past the end of a fiscal year.
The State's tax revenue clearly reflects sharp declines in employment,
income and retail sales on a scale not seen in over 50 years. The May 1994
revision to the 1994-95 Governor's Budget (the "May Revision"), released
May 20, 1994, assumes that the State will start recovery from
recessionary conditions in 1994, with a modest upturn beginning in 1994
and continuing into 1995, a year
<PAGE>160
later than predicted in the May 1993 Department of Finance economic
projection. Pre-recession job levels are not expected to be reached until
1997.
However, there is growing evidence that California is showing signs of
an economic turnaround, and the May Revision is revised upward from the
Governor's January Budget forecast. Since the Governor's January Budget
forecast, 1993 non-farm employment has been revised upward by 31,000 jobs.
Employment in the early months of 1994 has shown encouraging signs
of growth, several months sooner than was contemplated in the January Budget
forecast. Between December 1993 and April 1994, payrolls are up by 50,000
jobs.
On January 17, 1994 the Northridge earthquake, measuring an
estimated 6.8 on the Richter Scale, struck Los Angeles. Significant
property damage to private and public facilities occurred in a four-county
area including northern Los Angeles County, Ventura County, and parts of
Orange and San Bernadino Counties, which were declared as State and
federal disaster areas by January 18. Current estimates of total
property damage (private and public) are in the range of $20 billion or
more, but these estimates are still subject to change.
Despite such damage, on the whole, the vast majority of structures in
the areas, including large manufacturing and commercial buildings and all
modern high-rise offices, survived the earthquake with minimal or no
damage, validating the cumulative effect of strict building codes and
thorough preparation for such emergency by the State and local agencies.
Damage to State-owned facilities included transportation
corridors and facilities such as Interstate Highways 5 and 10 and State
Highways 14, 118 and 210. Most of the major highways (Interstates 5 and 10)
have now been reopened. The campus at California State University
Northridge (very near the epicenter) suffered an estimated $350 million
damage, resulting in the temporary closure of the campus. lt reopened
using borrowed facilities elsewhere and many temporary structures. There was
also some damage to the University of California at Los Angeles and to the
Van Nuys State Office Building (now open after a temporary closure).
Overall, except for the temporary road and bridge closures, and
CSU-Northridge, the earthquake did not and is not expected to significantly
affect State government operations.
The State in conjunction with the federal government is committed
to providing assistance to local governments, individuals and businesses
suffering damage as a result of the earthquake, as well as to provide for the
repair and replacement of State owned facilities. The federal
government has provided substantial earthquake assistance. The President
immediately allocated some available disaster funds, and Congress has
approved additional funds for a total of $9.5 billion of federal funds for
earthquake relief, including assistance to homeowners and small businesses,
and costs for repair of damaged public facilities. lt is now estimated
that the overall effect of the earthquake on the regional and State
economy will not be serious. The earthquake may have dampened economic
activity briefly during late January and February, but the rebuilding efforts
are now adding a small measure of stimulus.
Sectors which are now contributing to California's recovery include
construction and related manufacturing, wholesale and retail trade,
transportation and several service industries such as amusements and
recreation, business services and management consulting. Electronics is
showing modest growth and the rate of decline in aerospace manufacturing is
slowly diminishing. These trends are expected to continue, and by next year,
most of the restructuring in the finance and utilities industries
should be nearly completed. As a result of these factors, average 1994
non-farm employment is now forecast to maintain
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1993 levels compared to a projected 0.6% decline in the Governor's January
Budget forecast. 1995 employment is expected to be up 1.6% compared to 0.7%
in the January Budget forecast.
The Northridge earthquake resulted in a downward revision of this
year's personal income growth from 4% in the Governor's January Budget
forecast to 3.6%. However, this decline is more than explained by the $5.5
billion charge against rental and proprietor's income---equal to 0.8% of
total income reflecting uninsured damage from the quake. Next year,
without the quake's effects, income is projected to grow 6.1% compared
to 5% projected in the January Budget forecast. Without the quake's
effects, income was little changed in the May Revision compared to the January
Budget forecast.
The housing forecast remains essentially unchanged from the January
Budget forecast. Although existing sales have strengthened and subdivision
surveys indicated increased new home sales, building permits are up only
slightly from recession lows. Gains are expected in the months ahead,
but higher mortgage interest rates will dampen the upturn.
Essentially, the Northridge earthquake adds a few thousand housing units
to the forecast, but this effect is offset by higher interest rates.
Interest rates represent one of several downside risks to the forecast.
The rise in interest rates has occurred more rapidly than contemplated in the
Governor's January Budget forecast. In addition to affecting housing, higher
rates may also dampen consumer spending, given the high percentage
of California homeowners with adjustable-rate mortgages. The May Revision
forecast includes a further rise in the Federal Funds rate to nearly 5% by
the beginning of 1995. Should rates rise more steeply, housing and consumer
spending would be adversely affected.
The unemployment upturn is still tenuous. The Employment
Development Department revised down February's employment gain and March
was revised to a small decline. Unemployment rates in California have
been volatile since January, ranging from 10.1% to a low of 8.6%, with
July's figure at 9%. The small sample size coupled with changes made to the
survey instrument in January contributed to this volatility.
1993-94 Budget
The Governor's Budget, introduced on January 8, 1993, proposed
General Fund expenditures of $37.3 billion, with projected revenues of
$39.9 billion. To balance the budget in the face of declining revenues, the
Governor proposed a series of revenue shifts from local government, reliance
on increased federal aid, and reductions in State spending.
The May Revision of the Governor's budget, released on May
20,1993, projected the State would have an accumulated deficit of about
$2.75 billion by June 30,1993, essentially unchanged from the prior
year. The Governor proposed to eliminate this deficit over an
18-month period. Unlike previous years, the Governor's Budget and May
Revision did not calculate a "gap" to be closed, but rather set forth
revenue and expenditure forecasts and proposals designed to produce a
balanced budget.
The 1993-94 Budget Act was signed by the Governor on June 30, 1993,
along with implementing legislation. The Governor vetoed about $71 million in
spending. With enactment of the Budget Act, the State carried out its regular
cash flow borrowing program for the fiscal year with the issuance of $ billion
of revenue anticipation notes maturing June 28, 1994.
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The 1993-94 Budget Act was predicated on revenue and transfer estimates
of $40.6 billion, $400 million below 1992-93 (and the second consecutive
year of actual decline). The principal reasons for declining revenue were
the continued weak economy and the expiration (or repeal) of three fiscal
steps taken in 1991 a half cent temporary sales tax, a deferral -of
operating loss carryforwards, and repeal by initiative of a sales tax on
candy and snack foods.
The 1993-94 Budget Act also assumed Special Fund revenues of $11.9
billion, an increase of 2.9% over 1992-93. The 1993-94 Budget Act included
General Fund expenditures of $38.5 billion (a 6.3% reduction from
projected 1992-93 expenditures of $41.1 billion), in order to keep a
balanced budget within the available revenues. The Budget also included
Special Fund expenditures of $12.1 billion, a 4.2% increase. The Budget Act
reflected the following major adjustments:
1. Changes in local government financing to shift about $2.6
billion in property taxes from cities, counties, special districts and
redevelopment agencies to school and community college districts. The
property tax losses for cities and counties were offset in part by
additional sales tax revenues and relief from some state mandated programs.
Litigation by local governments challenging this shift has so far
been unsuccessful. In November 1993 the voters approved the permanent
extension of the 0.5% sales tax for local public safety purposes.
2. The Budget projected K-12 Proposition 98 funding on a cash
basis at the same per-pupil level as 1992-93 by-providing schools a $609
million loan payable from future years' Proposition 98 funds.
3. The Budget assumed receipt of $692 million in aid to the
State from the federal government to offset health and welfare costs
associated with foreign immigrants living in the State. About $411
million of this amount was one-time funding. Congress ultimately
appropriated only $450 million.
4. Reductions of $600 million in health and welfare programs.
5. A 2-year suspension of the renters' tax credit ($390 million
expenditure reduction in 1993-94).
6. Miscellaneous one-time items, including deferral of payment to
the Public Employees Retirement Fund ($339 million) and a change in
accounting for debt service from accrual to cash basis, saving $107 million.
Administration reports during the course of the 1993-94 fiscal year
have indicated that, although economic recovery appears to have started in
the second half of the fiscal year, recessionary conditions continued
longer than had been anticipated when the 1993-94 Budget Act was
adopted. Overall, revenues for the 1993-94 fiscal year were about $800
million lower than original projections, and expenditures were about $780
million higher, primarily because of higher health and welfare caseloads,
lower property taxes, which require greater State support for K-14
education to make up the shortfall, and lower than anticipated federal
government payments for immigration-related costs. The most recent reports,
however, in May and June 1994, indicated that revenues in the second half of
the 1993-94 fiscal year have been very close to the projections made in
the Governor's Budget of January 10, 1994, which is consistent with a slow
turnaround in the economy.
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During the 1993-94 fiscal year, the State implemented the Deficit
Reduction Plan, which was a part of the 1993-94 Budget Act, by issuing
$1.2 billion of revenue anticipation warrants in February 1994,
maturing December 21, 1994. This borrowing reduced the cash deficit at the
end of the 1993-94 fiscal year. Nevertheless, because of the $1.5 billion
variance from the original Budget Act assumption, the General Fund ended the
fiscal year at June 30, 1994 carrying forward an accumulated
deficit of approximately $2 billion. Because of the revenue shortfall
and the State's reduced internal borrowing cash resources, in
addition to the $1-2 billion of revenue anticipation warrants issued as
part of the Deficit Reduction Plan, the State issued an additional $2
billion of revenue anticipation warrants, maturing July 26,1994. which were
needed to fund the State's obligations and expenses through the end of
the 1993-94 fiscal year.
1994-95 Budget
The 1994-95 fiscal year represents the fourth consecutive year the
Governor and Legislature were faced with a very difficult budget environment
to produce a balanced budget. Many program cuts and budgetary
adjustments have already been made in the last three years. The Governor's
May Revision to his Budget proposal recognized that the accumulated deficit
could not be repaid in one year, and proposed a two-year solution. The
May Revision sets forth revenue and expenditure forecasts and
revenue and expenditure proposals which result in operating surpluses
for the budget for both 1994-95 and 1995-96, and lead to the
elimination of the accumulated deficit, estimated at about $2 billion
at June 30, 1994 by June 30, 1996.
The 1994-95 Budget Act, signed by the Governor on July 8, 1994,
projects revenues and transfers of $41.9 billion, about $2.1 billion higher
than revenues in 1993-94. This reflects the Administration's forecast of an
improved economy. Also included in this figure is the projected receipt
of about $360 million from the Federal Government to reimburse the
State for the cost of incarcerating undocumented immigrants. The
State will not know how much the Federal Government will actually provide
until the Federal fiscal year 1995 Budget is completed, which is expected to
be by October 1994. The Legislature took no action on a proposal in the
Governor s January Budget to undertake expansion of the transfer of certain
programs to counties, which would also have transferred to counties
0.5% of the State current sales tax. The Budget Act projects Special
Fund revenues of $12.1 billion, a decrease of 2.4% from 1993-94
estimated levels.
The 1994-95 Budget Act projects General Fund expenditures of $40.9
billion, an increase of $1.6 billion over 1993-94. The Budget Act also
projects Special Fund expenditures of $13.7 billion, a 5.4% increase
over 1993-94 estimated expenditures. The principal features of the Budget Act
were the following:
1. Receipt of additional federal aid in 1994-95 of about $400
million for costs of refugee assistance and medical care for undocumented
aliens, thereby offsetting a similar General Fund cost. The State will not know
how much of these funds it will receive until the Federal fiscal year 1994
Budget is passed.
2. Reductions of approximately $l.l billion in health and
welfare programs.
3. A General Fund increase of approximately $38 million in
support for the University of California and $65 million for the California
State University. It is anticipated that student fees for the U.C. and
the C.S.U will increase up to 10%.
<PAGE>164
4. Proposition 98 funding for K-14 schools is increased by
$526 million from the 1993-94 levels, representing an increase for
enrollment growth and inflation. Consistent with previous budget agreements,
Proposition 98 funding provides approximately $4,217 per student for K-12
schools, equal to the level in the past three years.
5. Legislation enacted with the Budget Act clarifies laws passed
in 1992 and 1993 requiring counties and other local agencies to
transfer funds to local school districts, thereby reducing State aid. Some
counties had implemented programs providing less moneys to schools if
there were redevelopment agencies projects. The legislation bans
this method of transfers.
6. The Budget Act provides funding for anticipated growth in
the State's prison inmate population, including provisions for
implementing recent legislation (the so-called "Three Strikes" law)
which requires mandatory life sentences for certain third-time felony
offenders.
7. Additional miscellaneous cuts ($500 million) and fund
transfers ($255 million) totaling in the aggregate approximately
$755 million.
The 1994-95 Budget Act contains no tax increases. Under legislation
enacted for the 1993-94 Budget, the renters' tax credit was suspended for
1993 and 1994. A ballot proposition to permanently restore the
renters' credit after this year failed at the June 1994 election. The
Legislature enacted a further one-year suspension of the renters' tax
credit, saving about $390 million in the 1995-96 fiscal year. The 1994-95
Budget assumes that the State will use a cash flow borrowing program in
1994-95 which combines one-year notes and warrants. Issuance of the warrants
allows the State to defer repayment of approximately $1 billion of
its accumulated budget deficit into the 1995-96 fiscal year.
THE FOREGOING DISCUSSION OF THE 1993-94 AND 1994-1995 FISCAL YEAR BUDGETS
IS BASED IN LARGE PART ON STATEMENTS MADE IN A RECENT "PRELIMINARY OFFICIAL
STATEMENT" DISTRIBUTED BY THE STATE OF CALIFORNIA. IN THAT DOCUMENT,
THE STATE INDICATED THAT ITS DISCUSSION OF THE 1994-95 FISCAL YEAR
BUDGET WAS BASED ON ESTIMATES AND PROJECTIONS OF REVENUES AND
EXPENDITURES FOR THE CURRENT FISCAL YEAR AND MUST NOT BE CONSTRUED AS
STATEMENTS OF FACT. THE STATE NOTED FURTHER THAT THE ESTIMATES AND
PROJECTIONS ARE BASED UPON VARIOUS ASSUMPTIONS WHICH MAY BE AFFECTED
BY NUMEROUS FACTORS, INCLUDING FUTURE ECONOMIC CONDITIONS IN THE STATE
AND THE NATION, AND THAT THERE CAN BE NO ASSURANCE THAT THE
ESTIMATES WILL BE ACHIEVED.
The State is subject to an annual appropriations limit imposed by
Article XIII B of the State Constitution (the "Appropriations
Limit"), and is prohibited from spending "appropriations subject to
limitation" in excess of the Appropriations Limit. Article XIIIB, originally
adopted in 1979, was modified substantially by Propositions 98 and
111 in 1988 and 1990, respectively. "Appropriations subject to
limitation" are authorizations to spend "proceeds of taxes", which
consist of tax revenues and certain other funds, including proceeds from
regulatory licenses, user charges or other fees to the extent that such
proceeds exceed the reasonable cost of providing the regulation, product
or service. The Appropriations Limit is based on the limit for the prior
year, adjusted annually for certain changes, and is tested over
consecutive two-year periods. Any excess of the aggregate proceeds of taxes
received over such two-year period above the combined Appropriation
Limits for those two years is divided equally between transfers to K-14
districts and refunds to taxpayers.
<PAGE>165
Exempted from the Appropriations Limit are debt service costs of
certain bonds, court or federally mandated costs, and, pursuant to
Proposition 111, qualified capital outlay projects and appropriations or
revenues derived from any increase in gasoline taxes and motor vehicle
weight fees above January 1, 1990 levels. Some recent initiatives were
structured to create new tax revenues dedicated to specific uses and
expressly exempted from the Article XIIIB limits. The Appropriations
Limit may also be exceeded in cases of emergency arising from civil
disturbance or natural disaster declared by the Governor and approved by two-
thirds of the Legislature. If not so declared and approved, the
Appropriations Limit for the next three years must be reduced by the
amount of the excess.
Article XIIIB, as amended by Proposition 98 on November 8, 1988, also
establishes a minimum level of state funding for school and community college
districts and requires that excess revenues up to a certain limit be
transferred to schools and community college districts instead of
returned to the taxpayers. Determination of the minimum level of
funding is based on several tests set forth in Proposition 98. During
fiscal year 1991-92 revenues were smaller than expected, thus reducing
the payment owed to schools in 1991-92 under alternate "test" provisions.
In response to the changing revenue situation, and to fully fund the
Proposition 98 guarantee in the 1991-92 and 1992-93 fiscal years without
exceeding it, the Legislature enacted legislation to reduce 1991-92
appropriations. The amount budgeted to schools but which exceeded the
reduced appropriation was treated as a non- Proposition 98
short-term loan in 1991-92. As part of the 1992-93 Budget, $1.1 billion of
the amount budgeted to K-14 schools was designated to "repay" the prior
year loan, thereby reducing cash outlays in 1992-93 by that amount. To
maintain per-average daily attendance ("ADA") funding, the 1992-93 Budget
included loans of $732 million to K-12 schools and $241 million to
community colleges, to be repaid from future Proposition 98
entitlements. The 1993-94 Budget also provided new loans of $609
million to K-12 schools and $178 million to community colleges to maintain
ADA funding. These loans have been combined with the 1992- 93 fiscal year
loans into one loan of $1.760 billion, to be repaid from future years'
Proposition 98 entitlements, and conditioned upon maintaining current funding
levels per pupil at K-12 schools. A Sacramento County Superior Court in
California Teachers' Association, et al. v. Gould, et al., has ruled that
the 1992-93 loans to K-12 schools and community colleges violate
Proposition 98. The impact of the court's ruling on the State budget and
funding for schools is unclear and will remain unclear until the Court's
written ruling, which is currently being prepared, is issued.
The 1994-95 Budget Act has appropriated $14.4 billion of Proposition 98
funds for K- 14 schools, exceeding the minimum Proposition 98 guaranty by $8
million to maintain K-12 funds per pupil at $4,217. Based upon State
revenues, growth rates and inflation factors, the 1994-95 Budget Act
appropriations an additional $286 million within Proposition 908 for the
1993-94 fiscal year to reflect a need in appropriations for school district
and county officers of education, as well as an anticipated deficiency
in special education funding.
Because of the complexities of Article XIIIB, the ambiguities and
possible inconsistencies in its terms, the applicability of
its exceptions and exemptions and the impossibility of
predicting future appropriations, the Sponsor cannot predict the impact of
this or related legislation on the Bonds in the California Trust
Portfolio. Other Constitutional amendments affecting state and local
taxes and appropriations have been proposed from time to time. If any
such initiatives are adopted, the State could be pressured to provide
additional financial assistance to local governments or appropriate revenues
as mandated by such initiatives. Propositions such as Proposition 98 and
others that may be adopted in the future, may place increasing pressure on
the State's budget over future years, potentially reducing resources
available for other State programs, especially to the extent the
<PAGE>166
Article XIIIB spending limit would restrain the State's ability to fund
such other programs by raising taxes.
As of July 1, 1994, the State had over $18.34 billion aggregate
amount of its general obligation bonds outstanding. General
obligation bond authorizations in the aggregate amount of approximately
$5.16 billion remained unissued as of July 1, 1994. The State also builds
and acquires capital facilities through the use of lease purchase borrowing.
As of June 30, 1994, the State had approximately $5.09 billion of
outstanding Lease-Purchase Debt.
In addition to the general obligation bonds, State agencies and
authorities had approximately $21.87 billion aggregate principal
amount of revenue bonds and notes outstanding as of March 31, 1993.
Revenue bonds represent both obligations payable from State revenue-producing
enterprises and projects, which are not payable from the General Fund,
and conduit obligations payable only from revenues paid by private users of
facilities financed by such revenue bonds. Such enterprises and
projects include transportation projects, various public works and exposition
projects, education facilities (including the California State University
and University of California systems), housing health facilities and
pollution control facilities.
The State is a party to numerous legal proceedings, many of which
normally occur in governmental operations. In addition, the State is
involved in certain other legal proceedings that, if decided against
the State, might require the State to make significant future
expenditures or impair future revenue sources. Examples of such cases
include challenges to the State's method of taxation of certain
businesses, challenges to certain vehicle license fees, and challenges to
the State's use of Public Employee Retirement System funds to offset future
State and local pension contributions. Other cases which could significantly
impact revenue or expenditures involve reimbursement to school districts for
voluntary school desegregation and state mandated costs, challenges to
Medi-Cal eligibility, recovery for flood damages, and liability for toxic
waste cleanup. Because of the prospective nature of these proceedings,
it is not presently possible to predict the outcome of such litigation or
estimate the potential impact on the ability of the State to pay debt
service on its obligations.
On June 20, 1994, the United States Supreme Court, in two
companion cases, upheld the validity of California's prior method of
taxing multinational corporations under a "unitary" method of accounting for
their worldwide earnings, thus avoiding tax refunds of approximately $1.55
billion by the State, and enabling the State to collect $620 million
in previous assessments. Barclays Bank PLC v. Franchise Tax Board
concerning foreign corporations, and Colgate- Palmolive v. Franchise Tax
Board concerned domestic corporations.
Ratings
On July 15, 1994, Standard Poor's Corporation ("Standard &
Poor's"), Moody's Investors Service, Inc. ("Moody's"),and Fitch Investors
Service, Inc. ("Fitch") all downgraded their ratings of California's
general obligation bonds. These bonds are usually sold in 20- to 30-year
increments and used to finance the construction of schools, prisons,
water systems and other projects. The ratings were reduced by
Standard & Poor's from "A+" to "A", by Moody's from "Aa" to "A1", and
by Fitch from "AA" to "A". Since 1991, when it had a "AAA" rating, the
State's rating has been downgraded three times by all three ratings
agencies. All three agencies cite the 1994- 95 Budget Act's
dependence on a "questionable" federal bailout to pay for the cost of
illegal immigrants, the Propositions 98 guaranty of a minimum portion of
State revenues for kindergarten through community college, and the
persistent deficit requiring more
<PAGE>167
borrowing as reasons for the reduced rating. Another concern was the
State's reliance on a standby mechanism which could trigger across-the-board
reductions in all State programs, and which could disrupt State operations,
particularly in fiscal year 1995-96. However, a Standard & Poor's
spokesman stated that, although the lowered ratings means California is
a riskier borrower, Standard & Poor's anticipates that the State will pay
off its debts and not default. There can be no assurance that such
ratings will continue for any given period of time or that they will not in
the future be further revised.
As a result of Orange County's Chapter 9 bankruptcy filing on December
6, 1994, Moody's has suspended the County's bond ratings, and Standard
& Poor's has cut its rating of all Orange County debt from "AA-" to "CCC",
a level below investment grade and an indication of high risk and
uncertainty. Fitch does not rate Orange County bonds. It is anticipated that
as Orange County's credit and bond ratings fall, it will have
difficulty in getting loans or selling its bonds to raise money.
Additionally, the County's bankruptcy filing could affect about 180
municipalities, school districts and other municipal entities which
entrusted billions of dollars to Orange County to invest. Standard &
Poor's has informed such entities that they have been placed on
negative credit watch, the usual step prior to a downgrade of credit rating.
<PAGE>168
APPENDIX C
The following information is a summary of special factors affecting New
York Municipal Obligations. It does not purport to be a complete
description and is based on information from statements relating
to securities offerings of New York issuers. Additional Discussion of
Special Factors Relating to New York Municipal Obligations
The State's current fiscal year commenced on April 1, 1994, and
ends in March 31, 1995, and is referred to herein as the State's 1994-95
fiscal year. The State's budget for the 1994-95 fiscal year was
enacted by the Legislature on June 7, 1994, more than two months after the
start of the fiscal year. Prior to adoption of the budget, the
Legislature enacted appropriations for disbursements considered to be
necessary for State operations and other purposes, including all
necessary appropriations for debt service. The State Financial Plan for the
1994-95 fiscal year was formulated on June 16, 1994 and is based on the
State's budget as enacted by the Legislature and signed into law by
the Governor.
The economic and financial condition of the State may be affected
by various financial, social, economic and political factors. Those
factors can be very complex, may vary from fiscal year to fiscal year, and are
frequently the result of actions taken not only by the State and its
agencies and instrumentalities, but also by entities, such as the Federal
government, that are not under the control of the State.
The State Financial Plan is based upon forecasts of national and
State economic activity. Economic forecasts have frequently failed to
predict accurately the timing and magnitude of changes in the national and
the State economies. Many uncertainties exist in forecasts of both the
national and State economies, including consumer attitudes toward
spending, Federal financial and monetary policies, the availability
of credit, and the condition of the world economy, which could have an
adverse effect on the State. There can be no assurance that the State economy
will not experience results in the current fiscal year that are worse than
predicted, with corresponding material and adverse effects on the
State's projections of receipts and disbursements.
The State Division of the Budget ("DOB") believes that its projections of
receipts and disbursements relating to the current State Financial Plan, and
the assumptions on which they are based, are reasonable. Actual
results, however, could differ materially and adversely from the projections
set forth below, and those projections may be changed materially and
adversely from time to time.
As noted above, the financial condition of the State is affected by
several factors, including the strength of the State and regional
economy and actions of the Federal government, as well as State
actions affecting the level of receipts and disbursements. Owing
to these and other factors, the State may, in future years, face substantial
potential budget gaps resulting from a significant disparity between tax
revenues projected from a lower recurring receipts base and the future
costs of maintaining State programs at current levels. Any such
recurring imbalance would be exacerbated if the State were to use a
significant amount of nonrecurring resources to balance the budget in a
particular fiscal year. To address a potential imbalance for a given fiscal
year, the State would be required to take actions to increase receipts
and/or reduce disbursements as it enacts the budget for that year, and under
the State Constitution the Governor is required to propose a balanced
budget each year. To correct recurring budgetary imbalances, the State
would need to take significant actions to align recurring receipts and
disbursements in future fiscal years. There can be no assurance, however,
that the State's actions will be sufficient to preserve budgetary balance
in a given fiscal year or to align recurring receipts and disbursements
in future fiscal years.
<PAGE>169
The 1994-95 State Financial Plan contains actions that provide
nonrecurring resources or savings, as well as actions that impose nonrecurring
losses of receipts or costs. It is believed that the net positive effect
of nonrecurring actions represents considerably less than one-half of
one percent of the State's General Fund, an amount significantly lower
than the amount included in the State Financial Plans in recent years;
it is believed that those actions do not materially affect the
financial condition of the State. In addition to those nonrecurring
actions, the 1994-95 State Financial Plan reflects the use of $1.026 billion
in the positive cash margin carried over from the prior fiscal year,
resources that are not expected to be available in the State's 1995-96
fiscal year.
The General Fund is the general operating fund of the State and
is used to account for all financial transactions, except those
required to be accounted for in another fund. It is the State's largest fund
and receives almost all State taxes and other resources not dedicated to
particular purposes. In the State's 1994-95 fiscal year, the General Fund
is expected to account for approximately 52 percent of total
governmental-fund receipts and 51 percent of total governmental-fund
disbursements. General Fund moneys are also transferred to other funds,
primarily to support certain capital projects and debt service payments in
other fund types.
New York State's financial operations have improved during recent
fiscal years. During the period 1989-90 through 1991-92, the State
incurred General Fund operating deficits that were closed with receipts from
the issuance of tax and revenue anticipation notes ("TRANs"). First,
the national recession, and then the lingering economic slowdown in the
New York and regional economy, resulted in repeated shortfalls in
receipts and three budget deficits. For its 1992-93 and 1993-94 fiscal
years, the State recorded balanced budgets on a cash basis, with
substantial fund balances in each year as described below.
The State ended its 1993-94 fiscal year with a balance of $1.140 billion
in the tax refund reserve account, $265 million in its Contingency Reserve
Fund ("CRF") and $134 million in its Tax Stabilization Reserve Fund.
These fund balances were primarily the result of an improving national
economy, State employment growth, tax collections that exceeded earlier
projections and disbursements that were below expectations. Deposits
to the personal income tax refund reserve have the effect of reducing
reported personal income tax receipts in the fiscal year when made and
withdrawals from such reserve increase receipts in the fiscal year when
made. The balance in the tax refund service account will be used to pay
taxpayer refunds, rather than drawing from 1994-95 receipts.
Of the $1.140 billion deposited in the tax refund reserve account,
$1.026 billion was available for budgetary planning purposes in the 1994-95
fiscal year. The remaining $114 million will be redeposited in the tax
refund reserve account at the end of the State's 1994-95 fiscal year to
continue the process of restructuring the State's cash flow as part
of the Local Government Assistance Corporation ("LGAC") program. The
balance in the CRF will be used to meet the cost of litigation facing the
State. The Tax Stabilization Reserve Fund may be used only in the event of
an unanticipated General Fund cash-basis deficit during the 1994-95 fiscal
year.
Before the deposit of $1.140 billion in the tax refund service account,
General Fund receipts in 1993-94 exceeded those originally projected when the
State Financial Plan for that year was formulated on April 16, 1993 by $1.002
billion. Greater-than-expected receipts in the personal income tax, the
bank tax, the corporation franchise tax and the estate tax accounted for
most of this variance, and more than offset
<PAGE>170
weaker-than- projected collections from the sales and use tax and
miscellaneous receipts. Collections from individual taxes were affected
by various factors including changes in Federal business laws, sustained
profitability of banks, strong performance of securities firms, and
higher-than-expected consumption of tobacco products following price cuts.
Disbursements and transfers from the General Fund were $303 million
below the level projected in April 1993, an amount that would have been $423
million had the State not accelerated the payment of Medicaid billings,
which in the April 1993 State Financial Plan were planned to be
deferred into the 1994-95 fiscal year. Compared to the estimates included in
the State Financial Plan formulated in April 1993, lower
disbursements resulted from lower spending for Medicaid, capital
projects, and debt service (due to refundings) and $114 million used to
restructure the State's cash flow as part of the LGAC program. Disbursements
were higher-than-expected for general support for public schools, the State
share of income maintenance, overtime for prison guards, and highway snow
and ice removal.
In certain prior fiscal years, the State has failed to enact a budget
prior to the beginning of the State's fiscal year. A delay in the
adoption of the State's budget beyond the statutory April 1 deadline and the
resultant delay in the State's Spring borrowing has in certain prior
years delayed the projected receipt by the City of State aid, and there can
be no assurance that State budgets in the future fiscal years will be
adopted by the April 1 statutory deadline.
The State has noted that its forecasts of tax receipts have been subject
to variance in recent fiscal years. As a result of these uncertainties and
other factors, actual results could differ materially and adversely from the
State's current projections and the State's projections could be materially
and adversely changed from time to time. There can be no assurance that the
State will not face substantial potential budget gaps in future years
resulting from a significant disparity between tax revenues projected from a
lower recurring receipts base and the spending required to maintain State
programs at current levels. To address any potential budgetary imbalance,
the State may need to take significant actions to align recurring receipts
and disbursements in future fiscal years.
Ratings on general obligation bonds of the State of New York were
lowered by Standard & Poor's Corporation and Moody's Investors Service
during 1990 from AA- to A and Aa to A, respectively. On January 6, 1992,
Moody's Investors Service lowered its rating on certain appropriations-backed
debt of New York State to Baa1 from A. The agency cited the failure of
Governor Mario M. Cuomo and New York State lawmakers to close New York's
current year budget gap. Moody's Investors Services also placed the
general obligation, State guaranteed and New York local Municipal
Assistance Corporation Bonds under review for possible downgrade in coming
months. In addition, on January 13, 1992, Standard & Poor's Corporation
lowered its rating on general obligation debt and guaranteed debt to
A- from A. Standard & Poor's Corporation also downgraded its rating on
variously rated debt, State moral obligations, contractual obligations,
lease purchase obligations and other State guarantees. Additional
reductions in ratings could result in a loss to Unit holders.
As of March 31, 1994, the State had approximately $5.370 billion
in general obligation bonds, excluding refunding bonds and $294 million in
bond anticipation notes outstanding. On May 24, 1993, the State issued
$850 million in tax and revenue anticipation notes, all of which matured
on December 31, 1993. Principal and interest due on general obligation
bonds and interest due on bond anticipation notes and on tax and revenue
anticipation notes were $782.5 million for the 1993-94 fiscal year, and
are estimated to be $786.3 million for the 1994- 95 fiscal year. These
figures do not include interest on refunding bonds issued in July 1992, to
the extent that such interest is to be paid from escrowed funds.
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State Authorities
The fiscal stability of the State is related to the fiscal
stability of its authorities, which generally have
responsibility for financing, constructing, and operating
revenue-producing benefit facilities. Certain authorities of the
State, including the State Housing Finance Agency ("HFA"), the Urban
Development Corporation ("UDC") and the Metropolitan Transportation
Authority ("MTA") have faced and continue to experience substantial
financial difficulties which could adversely affect the ability of such
authorities to make payments of interest on, and principal amounts of,
their respective bonds. Should any of its authorities default on their
respective obligations, the State's access to public credit markets could be
impaired. The difficulties have in certain instances caused the State
(under its so-called "moral obligation") to appropriate funds on behalf
of the authorities. Moreover, it is expected that the problems faced by these
authorities will continue and will require increasing amounts of State
assistance in future years. Failure of the State to appropriate necessary
amounts or to take other action to permit those authorities having
financial difficulties to meet their obligations (including HFA, UDC and
MTA) could result in a default by one or more of the authorities. Such
default, if it were to occur, would be likely to have a significant adverse
effect on investor confidence in, and therefore the market price of,
obligations of the defaulting authority. In addition, any default
in payment of any general obligation of any authority whose bonds contain a
moral obligation provision could constitute a failure of certain
conditions that must be satisfied in connection with Federal
guarantees of City and MAC obligations and could thus jeopardize the
City's long-term financing plans.
The fiscal stability of the State is related to the fiscal
stability of its authorities, which generally have
responsibility for financing, constructing and operating
revenue-producing public benefit facilities. The authorities are not
subject to the constitutional restrictions on the incurrence of debt which
apply to the State itself and may issue bonds and notes within the
amounts of, and as otherwise restricted by, their legislative
authorization. As of September 30, 1992, there were 18 authorities
that had outstanding debt of $100 million or more. The aggregate outstanding
debt, including bonds, of these 18 authorities was 63.5 billion as of
September 30, 1993. As of March 31, 1994, aggregate public authority debt
outstanding as State supported debt was $21.1 billion as State-related debt
was $29.4 billion.
The authorities are generally supported by revenues generated by
the projects financed or operated, such as fares, user fees on bridges,
highway tolls and rentals for dormitory rooms and housing. In recent years,
however, the State has provided financial assistance through
appropriations, in some cases of a recurring nature, to certain of the
18 authorities for operating and other expenses and, in fulfillment of its
commitments on moral obligation indebtedness or otherwise for debt
service. This assistance is expected to continue to be required in
future years.
The MTA oversees the operation of New York City's subway and bus
lines by its affiliates, the New York City Transit Authority and the
Manhattan and Bronx Surface Transit operating (collectively, the "Transit
Authority" or the "TA"). Through MTA's subsidiaries, the Long
Island Railroad Company, the Metro-North Commuter Railroad Company and
the Metropolitan Suburban Bus Authority, the MTA operates certain commuter
rail and bus lines in the New York metropolitan area. In addition,
the Staten Island Rapid Transit Operating Authority, an MTA subsidiary,
operates a rapid transit line on Staten Island. Through its affiliated
agency, the Triborough Bridge and Tunnel Authority (the "TBTA"), the
MTA operates certain intrastate toll bridges and tunnels. Because fare
revenues are not sufficient to finance the mass transit portion of these
operations, the MTA has depended and will continue to depend for operating
support upon a system of Federal, State, local government and TBTA support,
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including loans, grants and operating subsidies. Over the past several
years, the State has enacted several taxes, including a surcharge on the
profits of banks, insurance corporations and general business corporations
doing business in the 12-county region served by the MTA (the
"Metropolitan Transportation Region") and a special one-quarter of 1%
regional sales and use tax, that provide additional revenues for mass transit
purposes including assistance to the MTA, the surcharge, which expires in
November 1995, yielded $507 million in calendar year 1992, of which
the MTA was entitled to receive approximately 90 percent, or approximately
$456 million. For the 1994- 95 State fiscal year, total State assistance to
the MTA is estimated at approximately $1.3 billion.
In 1993, State legislation authorized the refunding of a five-year
$9.56 billion MTA capital plan for the five-year period, 1992 through
1996 (the "1992-96 Capital Program"). The MTA has received approval of the
1992-96 Capital Program based on this legislation from the 1992-96 Capital
Program Review Board, as State law requires. This is the third five-year
plan since the Legislature authorized procedures for the adoption,
approval and amendment of a five- year plan in 1981 for a capital
program designed to upgrade the performance of the MTA's transportation
systems and to supplement, replace and rehabilitate facilities
and equipment. The MTA, the TBTA and the TA are collectively authorized
to issue an aggregate of $3.1 billion of bonds (net of certain statutory
exclusions) to finance a portion of the 1992-96 Capital Program. The
1992-96 Capital Program is expected to be financed in significant part
through the dedication of State petroleum business taxes.
There can be no assurance that all the necessary governmental actions
for the Capital Program will be taken, that funding sources currently
identified will not be decreased or eliminated, or that the 1992-96 Capital
Program, or parts thereof, will not be delayed or reduced. Furthermore,
the power of the MTA to issue certain bonds expected to be supported by
the appropriation of State petroleum business taxes is currently the
subject of a court challenge. If the Capital Program is delayed or reduced,
ridership and fare revenues may decline, which could, among other things,
impair the MTA's ability to meet its operating expenses without additional
State assistance.
The State's experience has been that if an Authority suffers serious
financial difficulties, both the ability of the State and the Authorities
to obtain financing in the public credit markets and the market price of
the State's outstanding bonds and notes may be adversely affected. The
Housing Finance Agency ("HFA") and the Urban Development Corporation
("UDC") have in the past required substantial amounts of assistance
from the State to meet debt service costs or to pay operating expenses.
Further assistance, possibly in increasing amounts, may be required for
these, or other, Authorities in the future. In addition, certain
statutory arrangements provide for State local assistance payments
otherwise payable to localities whose local assistance payments otherwise
payable to localities to be made under certain circumstances to certain
Authorities. The State has no obligation to provide additional
assistance to localities whose local assistance payments have been paid to
Authorities under these arrangements. However, in the event that such
local assistance payments are so diverted, the affected localities could
seek additional State funds.
New York City and Other Localities
The City, with a population of approximately 7.3 million,
is an international center of business and culture. Its
non-manufacturing economy is broadly based, with the banking and securities,
life insurance, communications, publishing, fashion design, retailing
and construction industries accounting for a significant portion of
the City's total employment earnings. Additionally, the City is the
nation's leading tourist destination. The City's manufacturing activity
is conducted primarily in apparel and publishing.
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The national economic recession which began in July 1990 has adversely
impacted the City harder than almost any other political jurisdiction in the
nation. As a result, the City, with approximately 3 percent of
national employment, has lost approximately 20 percent of all U.S. jobs
during the recent economic downturn and, consequently, has suffered
erosion of its local tax base. In total, the City private sector employment
has plummeted by approximately 360,000 jobs since 1987. But, after nearly
five years of decline, the City appears to be on the verge of a
broad-based recovery which will lift many sectors of the local economy.
Most of the nascent local recovery can be attributed to the continued
improvement in the U.S. economy, but a great deal of the strength
expected in the City economy will be due to local factors, such as
the heavy concentration of the securities and banking industries in the
City. The current forecast calls for modest employment growth of about
20,000 a year (0.6 percent) on average through 1998 with some slowing
but still positive growth in employment in 1995-96 as U.S. growth slows
(local job gains slow from 25,000 to around 10,000 per year).
During the most recent economic downturn, the City has faced
recurring extraordinary budget gaps that have been addressed by
undertaking one-time, one-shot budgetary initiatives to close then projected
gaps in order to achieve a balanced budget as required by the laws of the
State. For example, in order to achieve a balanced budget for the
1992 fiscal year, the City increased taxes and reduced services during the
1991 fiscal year to close a then projected gap of $3.3 billion in the
1992 fiscal year which resulted from, among other things, lower than expected
tax revenue of approximately $1.4 billion, reduced State aid for the City
of approximately $564 million and greater than projected increases in
legally mandated expenditures of approximately $400 million,
including public assistance and Medicare expenditures. The gap-closing
measures for fiscal year 1992 included receipt of $605 million from tax
increases, approximately $1.5 billion of proposed service reductions
and proposed productivity savings of $545 million.
Notwithstanding its recurring projected budget gaps, for fiscal years
1981 through 1993 the City achieved balanced operating results (the City's
General Fund revenues and transfers reduced by expenditures and
transfers), as reported in accordance with Generally Accepted Accounting
Principles ("GAAP"), and the City's 1994 fiscal year results are
projected to be balanced in accordance with GAAP.
The City's ability to maintain balanced budgets in the future is subject
to numerous contingencies; therefore, even though the City has managed to
close substantial budget gaps in recent years in order to maintain balanced
operating results, there can be no assurance that the City will continue
to maintain a balanced budget as required by State law without additional
tax or other revenue increases or reduction in City services, which
could adversely affect the City's economic base.
Pursuant to the laws of the State, the City prepares an annual
four-year financial plan, which is reviewed and revised on a quarterly
basis and which includes the City's capital, revenue and expense
projections. The City is required to submit its financial plans to review
bodies, including the New York State Financial Control Board ("Control
Board"). If the City were to experience certain adverse financial
circumstances, including the occurrence or the substantial likelihood and
imminence of the occurrence of an annual operating deficit of more than $100
million or the loss of access to the public credit markets to satisfy the
City's capital and seasonal financing requirements, the Control Board
would be required by State law to exercise powers, among others, of prior
approval of City financial plans, proposed borrowings and certain contracts.
1995-1998 Financial Plan. On July 8, 1994, the City submitted to the
Control Board the Financial Plan for the 1995-1998 fiscal years (the
"1995-1998 Financial Plan or "Financial Plan"), which relates to
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the City, the Board of Education ("BOE") and the City University of New
York ("CUNY"). The Financial Plan is based on the City's expense and capital
budgets for the City's 1995 fiscal year, which were adopted on June 23,
1994.
The 1995-1998 Financial Plan projects revenues and expenditures for the
1995 fiscal year balanced in accordance with GAAP. The projections for the
1995 fiscal year reflect proposed actions to close a previously
projected gap of approximately $2.3 billion for the 1995 fiscal year, which
include City actions aggregating $1.9 billion, a $288 million increase in
State actions over the 1994 and 1995 fiscal years, and a $200 million
increase in Federal assistance. The City actions include proposed agency
actions aggregating $1.1 billion, including productivity savings; tax
and fee enforcement initiatives; service reductions; and savings from the
restructuring of City services. City actions also include savings of $45
million resulting from proposed tort reform, the projected transfer to
the 1995 fiscal year of $171 million of the projected 1994 fiscal year
surplus, savings of $200 million for employee health care costs, $51
million in reduced pension costs, savings of $225 million from
refinancing City bonds and $65 million from the proposed sale of certain
City assets. The proposed savings for employee health care costs are
subject to collective bargaining negotiation with the City's unions; the
proposed savings from tort reform will require the approval of the State
Legislature; and the $200 million increase in Federal assistance is subject to
approval by Congress and the President.
The Financial Plan also set forth projections for the 1996 through
1998 fiscal years and outlines a proposed gap-closing program to close
projected gaps of $1.5 billion, $2.0 billion and a $2.4 billion for the
1996 through 1998 fiscal years, respectively, after successful
implementation of the $2.3 billion gap-closing program for the 1995 fiscal
year.
The projections for the 1996 through 1998 fiscal years assume the
extension by the State Legislature of the 14% personal income tax surcharge
beyond calendar year 1995 and extension of the 12.5% personal income tax
surcharge beyond calendar year 1996, resulting in combined revenues
of $159 million, $633 million and $920 million in the 1996, 1997 and
1998 fiscal years, respectively. However, as part of the tax reduction
program reflected in the Financial Plan, the City is proposing the
elimination of the 12.5% personal income tax surcharge when it expires at a
cost of $184 million in fiscal year 1997 and $455 million in fiscal year
1998. The proposed gap-closing actions include City actions aggregating
$1.2 billion, $1.5 billion and $1.7 billion in the 1996 through 1998 fiscal
years, respectively; $275 million, $375 million and $525 million in proposed
additional State actions in the 1996 through 1998 fiscal years, respectively,
primarily from the proposed State assumption of certain Medicaid costs; and
$100 million and $200 million in proposed additional Federal assistance
in the 1997 and 1998 fiscal years, respectively. The proposed
additional City actions, a substantial number of which are unspecified,
include additional spending reductions, the reduction of City personnel
through attrition, government efficiency initiatives, procurement
initiatives, labor productivity initiatives, and the proposed privatization of
City sewage treatment plants. Certain of these initiatives may be
subject to negotiation with the City's municipal unions. Various actions
proposed in the Financial Plan for the 1996-1998 fiscal years, including
the proposed state actions, are subject to approval by Congress and the
President. The State Legislature has in previous legislative sessions failed
to approve certain of the City's proposals for the State assumption of
certain Medicaid costs and mandate relief, thereby increasing the
uncertainty as to the receipt of the State assistance included in the
Financial Plan. In addition, the Financial Plan assumes the
continuation of the current assumption with respect to wages for City
employees and the assumed 9% earnings on pension fund assets for the 1994
fiscal year are expected to be substantially below the 9% assumed rate,
which will increase the City's future pension contributions. In
addition, a review of the pension fund earnings assumptions is
currently being conducted which could further increase the City's
future pension contributions. In addition, a review of the pension fund
earnings assumptions is currently being conducted which could further
increase the City's future pension
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contributions by a substantial amount.
The City expects that tax revenue for the 1994 fiscal year will be
approximately $65 million less than forecast in the 1994 Modification,
primarily due to shortfalls in the personal income tax and sales tax, and
that expenditures will be approximately $25 million greater than forecast.
Accordingly, the $171 million of the projected surplus for the 1994 fiscal
year, which is currently projected in the 1994 Modification and the
Financial Plan to be transferred to the 1995 fiscal year will decrease to 81
million. As a result, the City will reduce expenditures for the 1995 fiscal
year to offset this decrease, which is expected to be reflected in the
first quarter modification to the Financial Plan. In addition, the Financial
Plan assumes that a special session of the State Legislature, which
may take place in the near future, will enact, and the Governor will sign,
State legislation relating to the proposed tort reform, which would save
the City $45 million in payments for tort liability in fiscal year
1995, and certain anticipated improvements in fine and fee collections
forecast to earn $25 million in City revenue in fiscal year 1995, and that
the State Legislature will not enact proposed legislation mandating
additional pension benefits for City retirees costing the City
approximately $200 million annually. To address these and other
possible contingencies, on July 11, 1994, the Mayor stated that he will
reserve $100 million from authorized spending by City agencies in fiscal
year 1995 in addition to the existing general reserves of $150 million.
In addition, the City has identified a $360 million contingency program
for the 1995 fiscal year, primarily consisting of layoffs and service
reductions.
Actions to Close the Gaps. The 1995-1998 Financial Plan reflects a program
of proposed actions by the City, State and Federal governments to
close the gaps between projected revenues and expenditures of $1.5
billion, $2.0 billion and $2.4 billion for the 1996, 1997 and 1998
fiscal years, respectively.
City gap-closing actions total $1.2 billion in the 1996 fiscal year,
$1.5 billion in the 1997 fiscal year and $1.7 billion in the 1998 fiscal
year. These actions, a substantial number of which are unspecified,
include additional spending reductions, aggregate $501 million, $598
million and $532 million in the 1996 through 1998 fiscal years,
respectively; government efficiency initiatives aggregating $50 million,
$100 million and $150 million in the 1996 through 1998 fiscal years,
respectively; labor productivity initiatives, aggregating $250 million in
each of the 1996 through 1998 fiscal years; and a proposed privatization of
City sewage treatment plants which would result in revenues of $200
million in each of the 1996 through 1998 fiscal years. Certain of these
initiatives may be subject to negotiation with the City's municipal unions.
State actions proposed in the gap- closing program total $275
million, $375 million and $525 million in each of the 1996, 1997 and 1998
fiscal years, respectively. These actions include savings primarily from the
proposed State assumption of certain Medicaid costs.
The Federal actions proposed in the gap- closing program are $100
million and $200 million in increased Federal assistance in fiscal years
1997 and 1998, respectively.
Various actions proposed in the Financial Plan, including
the proposed increase in State aid, are subject to approval by the
Governor and the State Legislature, and the proposed increase in
Federal aid is subject to approval by Congress and the President. State
and Federal actions are uncertain and no assurance can be given that such
actions will in fact be taken or that the savings that the City projects
will result from these actions will be realized. The State Legislature
failed to approve a substantial portion of the proposed State assumption of
Medicaid costs in the last session. The Financial Plan assumes that these
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proposals will be approved by the State Legislature during the 1995 fiscal
year and that the Federal government will increase its share of funding for
the Medicaid program. If these measures cannot be implemented, the City
will be required to take other actions to decrease expenditures or increase
revenues to maintain a balanced financial plan.
Although the City has maintained balanced budgets in each of its
last thirteen years, and is projected to achieve balanced operating results
for the 1993 fiscal year, there can be no assurance that the gap-
closing actions proposed in the Financial Plan can be successfully
implemented or that the City will maintain a balanced budget in future years
without additional State aid, revenue increases or expenditure reductions.
Additional tax increases and reductions in essential City services could
adversely affect the City's economic base.
Assumptions. The 1995-1998 Financial Plan is based on numerous
assumptions, including the continuing improvement in the City's and the
region's economy and a modest employment recovery during calendar year 1994 and
the concomitant receipt of economically sensitive tax revenues in the
amounts projected. The 1995-1998 Financial Plan is subject to various
other uncertainties and contingencies relating to, among other factors,
the extent, if any, to which wage increases for City employees exceed
the annual increases assumed for the 1995 through 1998 fiscal years;
continuation of the 9% interest earnings assumptions for pension fund
assets and current assumptions with respect to wages for City employees
affecting the City's required pension fund contributions; the
willingness and ability of the State, in the context, of the State's
current financial condition, to provide the aid contemplated by the Financial
Plan and to take various other actions to assist the City, including the
proposed State takeover of certain Medicaid costs and State mandate relief;
the ability of HHC, BOE and other such agencies to maintain balanced
budgets; the willingness of the Federal government to provide Federal aid;
approval of the proposed continuation of the personal income tax
surcharge; adoption of the City's budgets by the City Council in
substantially the forms submitted by the Mayor; the ability of the City to
implement proposed reductions in City personnel and other cost
reduction initiatives, which may require in certain cases the cooperation
of the City's municipal unions, and the success with which the City controls
expenditures; savings for health care costs for City employees in the
amounts projected in the Financial Plan; additional expenditures that may be
incurred due to the requirements of certain legislation requiring minimum
levels of funding for education; the impact on real estate tax revenues of
the current weakness in the real estate market; the City's ability to
market its securities successfully in the public credit markets; the level
of funding required to comply with the Americans with Disabilities Act of
1990; and additional expenditures that may be incurred as a result of
deterioration in the condition of the City's infrastructure.
The projections and assumptions contained in the 1995-1998
Financial Plan are subject to revision which may involve substantial
change, and no assurance can be given that these estimates and projections,
which include actions which the City expects will be taken but which are not
within the City's control, will be realized.
Certain Reports. From time to time, the Control Board staff, the City
Comptroller and others issue reports and make public statements
regarding the City's financial condition, commenting on, among other
matters, the City's financial plans, projected revenues and
expenditures and actions by the City to eliminate projected operating
deficits. Some of these reports and statements have warned that the City may
have underestimated certain expenditures and overestimated certain
revenues and have suggested that the City may not have adequately
provided for future contingencies. Certain of these reports have analyzed
the City's Future economic and social conditions and have questioned whether
the City has the capacity to
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generate sufficient revenues in the future to meet the costs of its
expenditure increases and to provide necessary services.
On March 1, 1994, the City Comptroller issued a report on the state of
the City's economy. The report concluded that, while the City's long
recession is over, moderate growth is the best the City can expect, with
the local economy being held back by continuing weakness in
important international economies.
On July 11, 1994, the City Comptroller issued a report on the City's
adopted budget for the 1995 fiscal year. The City Comptroller
stated that if none of the uncertain proposals are implemented, the
total risk could be as much as $763 million to $1.02 billion. risks which
were identified as substantial risks include a possible $208 million to $268
million increase in overtime costs; approval by the State Legislature of a tort
reform program to limit damage claims against the City, which would
result in savings of $45 million; the $65 million proceeds from a
proposed asset sale; additional expenditures at Health and
Hospitals Corporation totaling $60 million; and $60 million of
increased pension contributions resulting from lower than assumed
pension fund earnings. Additional possible risks include obtaining
the agreement of municipal unions to the proposed reduction in City
expenditures for health care costs by $200 million; uncertainties
concerning the assumed improvement in the collection of taxes, fines and
fees totaling $75 million; and uncertainty concerning the receipt of the
$200 million of increased Federal aid projected for the 1995 fiscal year.
The City Comptroller noted that there are a number of additional issues,
including possible larger than projected expenditures for foster care and
public assistance and the receipt of $100 million from assumed FICA
refunds. The City Comptroller has also stated in a report issued on June 8,
1994 that certain of the reductions in personnel and services proposed in
the City's financial plan submitted to the Control Board on May 10, 1994
(the "May Financial Plan") will have long-term and, in some cases,
severe consequences for City residents.
In addition, on July 11, 1994, the private members of the Control
Board, Robert R. Kiley, Heather L. Ruth and Stanley S. Shuman, issued
a statement which concluded that the 1995 fiscal year is not reasonably
balanced and that further budget cuts are unavoidable in the next six
months. In addition, the private members stated that the Financial Plan does
not set forth a path to structural balance. The private members stated
that, in order to achieve this goal, City managers must be given fiscal
targets they can be expected to meet; solid new proposals must be
developed that back up the savings the City has committed to achieve to
balance future budgets; and the deferral of expenses to future years,
through actions such as the sale of property tax receivables, stretching out
pension contributions and delaying debt service payments through
refundings, must stop. On July 11, 1994, the Control Board staff stated
that the City faces risks of greater than $1 billion and $2 billion for the
1995 and 1996 fiscal years, respectively, and risks of approximately $3
billion for each of the 1997 and 1998 fiscal years.
Substantially all of the City's full- time employees are members of
labor unions. The Financial Emergency Act requires that all collective
bargaining agreements entered into by the City and the Covered Organizations
be consistent with the City's current financial plan, except under certain
circumstances, such as awards arrived at through impasse procedures.
On January 11, 1993, the City announced a settlement with a coalition
of municipal unions, including Local 237 of the International
Brotherhood of Teamsters ("Local 237"), District 37 of the American
Federation of State, County and Municipal Employees ("District Council
37") and other unions
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covering approximately 44% of the City's workforce. The settlement, which
has been ratified by the unions, includes a total net expenditure increase of
8.25% over a 39- month period, ending March 31, 1995 for most of these
employees. On April 9, 1993 the City announced an agreement with the
Uniformed Fire Officers Association (the "UFOA") which is consistent with the
coalition agreement. The agreement has been ratified. The Financial
Plan reflects the costs associated with these settlements and provides for
similar increases for all other City-funded employees.
The Financial Plan provides no additional wage increases for
City employees after their contracts expire in the 1995 and 1996 fiscal
years. Each 1% wage increase for all employees commencing in the 1995 and 1996
fiscal years would cost the City an additional $130 million for the
1995 fiscal year and $140 million for the 1996 fiscal year and $150
million each year thereafter above the amounts provided for in the
Financial Plan.
The terms of eventual wage settlements could be determined through
the impasse procedure in the New York City Collective Bargaining Law,
which can impose a binding settlement.
New York City Indebtedness. Outstanding indebtedness having an
initial maturity greater than one year from the date of issuance of
the City as of March 31, 1994 was $21,290,000 compared to $19,624,000 as of
March 31, 1993.
A substantial portion of the capital improvement in the City are
financed by indebtedness issued by the Municipal Assistance
Corporation of the City of New York ("MAC"). MAC was organized in 1975 to
provide financing assistance for the City and also to exercise certain
review functions with respect to the City's finances. MAC bonds are
payable out of certain State sales and compensating use taxes imposed within
the City, State stock transfer taxes and per capita State aid to the
City. Any balance from these sources after meeting MAC debt service and
reserve fund requirements and paying MAC's operating expenses is remitted
to the City or, in the case of stock transfer taxes, rebated to the taxpayers.
The State is not, however, obligated to continue the imposition of such
taxes or to continue appropriation of the revenues therefrom to MAC, nor
is the State obligated to continue to appropriate the State per capita aid
to the City which would be required to pay the debt service on certain MAC
obligations. MAC has not taxing power and MAC bonds do not create an
enforceable obligation of either the State or the City. As of March 31, 1994,
MAC had outstanding an aggregate of approximately $4.071 billion of
its bonds compared to $4.470 billion as of March 31, 1993.
On February 11, 1991, Moody's Investors Service lowered its rating on
the City's general obligation bonds from A to Baa1. On July 2, 1993,
Standard & Poor's reconfirmed its A- rating of City bonds, continued its
negative rating outlook assessment and stated that maintenance of such
ratings depended upon the City's making further progress towards
reducing budget gaps in the outlying years. In January 1995, Standard &
Poor's reconfirmed its negative outlook and placed it on CreditWatch
because of the City's accounting methods.
On July 10, 1995, Standard & Poor's Ratings Group ("Standard &
Poor's") downgraded its rating on New York City's $23 billion of outstanding
general obligation bonds to "BBB+" from "A-", citing to the City's
chronic structural budget problems and weak economic outlook. Standard &
Poor's stated that New York City's reliance on one- time revenue measures to
close annual budget gaps, a dependence on unrealized labor savings,
overly optimistic estimates of revenues and state and federal aid and
the City's continued high debt levels also contributed to its decision
to lower the rating.
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Litigation
The State is the subject of numerous legal proceedings relating to
State finances, State programs and miscellaneous tort, real property and
contract claims in which the State is a defendant and where monetary
damages sought are substantial. These proceedings could adversely
affect the financial condition of the State in the 1994- 95 fiscal years or
thereafter.
In addition to the proceedings noted below, the State is party to other
claims and litigation which its legal counsel has advised are not
probable of adverse court decisions. Although the amounts of potential
losses, if any are not presently determinable, it is the State's
opinion that its ultimate liability in these cases is not expected to have a
material adverse effect on the State's financial position in the 1994-95 fiscal
year or thereafter.
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APPENDIX D
The following information is a summary of special factors affecting
New Jersey municipal obligations. It does not purport to be a complete
description and is based on information from statements relating to
securities offerings of New Jersey issuers.
Additional Discussion of Special Factors Relating to New Jersey
Municipal Obligations
Risk Factors: Prospective investors should consider the recent
financial difficulties and pressures which the State of New Jersey (the
"State") and certain of its public authorities have undergone.
The State's 1995 fiscal year budget became law on June 30, 1994.
Reflecting the downturn, the rate of unemployment in the State rose
from a low of 3.6% during the first quarter of 1989 to a recessionary peak
of 9.3% during 1992. Since then, the unemployment rate fell to 6.7%
during the fourth quarter of 1993. The jobless rate averaged 7.1%
during the first nine months of 1994, but this estimate is not comparable to
those prior to January because of major changes in the federal survey from
which these statistics are obtained.
In the first nine months of 1994, relative to the same period a
year ago, job growth took place in services (3.5%) and construction
(5.7%), more moderate growth took place in trade (1.9%), transportation
and utilities (1.2%) and finance/insurance/real estate
(1.4%), while manufacturing and government declined by 1.5% and 0.1%,
respectively. The net result was a 1.6% increase in average employment
during the first nine months of 1994 compared to the first nine months of 1993.
The economic recovery is likely to be slow and uneven in both New
Jersey and the nation. Some sectors, like commercial and industrial
construction, will undoubtedly lag because of continued excess capacity.
Also, employers in rebounding sectors can be expected to remain
cautious about hiring until they become convinced that improved business
will be sustained. Other firms will continue to merge or downsize to
increase profitability. As a result, job gains will probably come
grudgingly and unemployment will recede at a corresponding slow pace.
Pursuant to the State Constitution, no money may be drawn from the
State Treasury except for appropriations made by law. In addition, all
monies for the support of State purposes must be provided for in one general
appropriation law covering one and the same fiscal year.
In addition to the Constitutional provisions, the New Jersey
statutes contain provisions concerning the budget and appropriation
system. Under these provisions, each unit of the State requests an
appropriation from the Trustee of Division of Budget and Accounting, who
reviews the budget requests and forwards them with his recommendation to
the Governor. The Governor then transmits his recommended expenditures and
sources of anticipated revenue to the legislature, which reviews the
Governor's Budget Message and submits an appropriations bill to the Governor
for his signing by July 1 of each year. At the time of signing the bill,
the Governor may revise appropriations or anticipated revenues. That action
can be reversed by a two-thirds vote of each House. No supplemental
appropriation may be enacted after adoption of the act, except where there are
sufficient revenues on hand or anticipated, as certified by the
Governor, to meet the appropriation.
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Finally, the Governor may, during the course of the year, prevent the
expenditure of various appropriations when revenues are below those
anticipated or when he determines that such expenditure is not in the best
interest of the State.
One of the major reasons for cautious optimism is found in the
construction industry. Total construction contracts awarded in New
Jersey have turned around, rising by 8.6% in 1993 compared with 1992. By far,
the largest boost came from residential construction awards which increased by
37.7% in 1993 compared with 1992. In addition, non residential building
construction awards have turned around, posting a 6.9% gain.
Nonbuilding construction awards increased approximately 4% in the
first eight months of 1994 compared with the same period in 1993.
Finally, even in the labor market there are signs of recovery. Thanks
to a reduced layoff rate and the reappearance of job opportunities in
some parts of the economy, unemployment in the State has been receding
since July 1992, when it peaked at 9.6% according to U.S. Bureau of
Labor Statistics estimates based on the federal government's monthly
household survey. The same survey showed joblessness dropped to an average
of 6.7% in the fourth quarter of 1993. The unemployment rate registered
an average of 7.8% in the first quarter of 1994, but this rate cannot be
compared with prior data due to the changes in the U.S. Department of
Labor procedures fir determining the unemployment rate that went into
effect in January 1994.
State Aid to Local Governments is the largest portion of fiscal
year 1995 appropriations. In fiscal year 1995, $5,782.2 million
of the State's appropriations consisted of funds which are distributed
to municipalities, counties and school districts. The largest State Aid
appropriation, in the amount of $3,900.1 million, was provided for local
elementary and secondary education programs. Of this amount, $2,431.6
million is provided as foundation aid to school districts by formula based
upon the number of students and the ability of a school district to raise
taxes from its own base. In addition, the State provided $582.5 million for
special education programs for children with disabilities. A $293 million
program was also funded for pupils at risk of educational failure,
including basic skills improvement. The State appropriated $474.8
million on behalf of school districts as the employer share of the teachers'
pension and benefits programs, $263.8 million to pay for the cost of pupil
transportation and $57.4 million for transition aid, which
guaranteed school districts a 6.5% increase over the aid received in
fiscal year 1991 and is being phased out over six years.
Appropriations to the Department of Community Affairs total $635.1
million in State Aid monies for fiscal year 1995. The principal programs
funded were the Supplemental Municipal Property Tax Act ($314.1
million); the Municipal Revitalization Program ($165.0 million);
municipal aid to urban communities to maintain and upgrade
municipal services ($40.7 million); and the Safe and Clean
Neighborhoods Program ($58.9 million). Appropriations to the State
Department of the Treasury total $321.3 million in State Aid monies for
fiscal year 1995. The principal programs funded by these appropriations were
payments under the Business Personal Property Tax Replacement Programs
($158.7 million); the cost of senior citizens, disabled and veterans
property tax deductions and exemptions ($41.7 million); aid to
densely populated municipalities ($25.0 million); Municipal Purposes Tax
Assistance ($30.0 million); and payments to municipalities for services to
state owned property ($34.9 million).
Other appropriations of State aid in fiscal year 1995 include:
welfare programs ($499.1 million); aid to county colleges ($123.6
million); and aid to county mental hospitals ($79.4 million).
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The second largest portion of appropriations in fiscal 1995 is
applied to Direct State Services: the operation of State government's
17 departments, the Executive Office, several commissions, the State
Legislature and the Judiciary. In fiscal 1995, appropriations for Direct
State Services aggregate $5,203.1 million. Some of the major appropriations
for Direct State Services during fiscal 1995 are detailed below.
$595.3 million was appropriated for programs administered by the
Department of Human Services. The Department of Labor is appropriated
$51.4 million for the administration of programs for workers'
compensation, unemployment and disability insurance, manpower development,
and health safety inspection.
$27.7 million is appropriated for administration of the
Medicaid and pharmaceutical assistance to the aged and disabled
programs; $14.9 million for administration of the various
income maintenance programs, including Aid to Families with Dependent
Children(AFDC); $69.3 million for the Division of Youth and Family Services,
which protects the children of the State from abuse and neglect and
$15.0 million for juvenile community programs which serves juveniles who have
violated the laws of the State and have been committed to the Juvenile
Services Division.
The Department of Health was appropriated $32.3 million for
the prevention and treatment of diseases, alcohol and drug abuse programs,
regulation of health care facilities, and the uncompensated care
program.
$689.3 million was appropriated to the Department of Higher Education
for the support of eight State colleges, Rutgers University, the New
Jersey Institute of Technology, and the University of Medicine and
Dentistry of New Jersey.
$932.6 million was appropriated to the Department of Law and Public
Safety and the Department of Corrections.
$92.3 million was appropriated to the Department of Transportation for
the various programs it administers, such as the maintenance and
improvement of the State highway systems and subsidies for railroads and
bus companies.
$176.6 million was appropriated to the Department of Environmental
Protection for the protection of air, land, water, forest, wildlife and
shellfish resources and for the provision of outdoor recreational facilities.
The primary method for State financing of capital projects is through
the sale of the general obligation bonds of the State. These bonds are
backed by the full faith and credit of the State. State tax revenues and
certain other fees are pledged to meet the principal and interest payments
required to pay the debt fully. No general obligation debt can be issued
by the State without prior voter approval, except that no voter approval is
required for any law authorizing the creation of a debt for the
purpose of refinancing all or a portion of outstanding debt of the
State, so long as such law requires that the refinancing provide a debt
service savings.
All appropriations for capital projects and all proposals for
State bond authorizations are subject to the review and recommendation of
the New Jersey Commission on Capital Budgeting and Planning. This
permanent commission was established in November, 1975, and is
charged with the preparation of the State Capital Improvement Plan, which
contains proposals for State spending for capital projects.
<PAGE>183
The aggregate outstanding general obligation bonded indebtedness of
the State as of June 30, 1993 was $3.549.7 billion. The debt service
obligation for outstanding indebtedness is $119.9 million for fiscal year
1994.
Aside from its general obligation bonds, the State's "moral obligation"
backs certain obligations issued by the New Jersey Housing and Mortgage
Finance Agency, the South Jersey Port Corporation (the "Corporation") and the
Higher Education Assistance Authority. As of June 30, 1992, there was
outstanding in excess of $1 billion of moral obligation bonded
indebtedness issued by such entities, for which the maximum annual debt service
was over $101 million as of such date. The State provides the Corporation with
funds to cover debt service and property tax requirements when earned
revenues are anticipated to be insufficient to cover these obligations. For
the calendar years 1986 through 1992, the State has appropriated
$12,237,565.00 to cover property tax shortfalls of the Corporation.
At any given time, there are various numbers of claims and cases
pending against the State, State Agencies and employees, seeking recovery
of monetary damages that are primarily paid out of the fund created
pursuant to the Tort Claims Act, N.J.S.A. 59:1-1 et seq. In addition,
at any given time there are various contract claims against the State
and State agencies seeking recovery of monetary damages. The State is unable
to estimate its exposure for these claims and cases. An independent
study estimated an aggregate potential exposure of $50 million for claims
pending, as of January 1, 1982. It is estimated that were a similar study
made of claims currently pending, the amount of such estimated exposure
would be somewhat higher. New Jersey is involved in a number of lawsuits in
which adverse decisions could materially affect revenues or
expenditures. Such cases include challenges to its system of educational
funding, the methods by which the State Department of Human Services
shares with county governments the maintenance recoveries and costs for
residents in State psychiatric hospitals and residential facilities
for the developmentally disabled.
Other lawsuits that could materially affect revenue or expenditures
include a suit by a number of taxpayers seeking refunds of taxes paid to
the Spill Compensation Fund pursuant to N.J.S.A. 58:10-23.11; a suit
alleging that unreasonably low Medicaid payment rates have been
implemented for long- term care facilities in New Jersey; a suit alleging
unfair taxation on interstate commerce; a suit by Essex County seeking
to invalidate the State's method of funding the medical system and a suit
seeking return of moneys paid by various counties for maintenance of
Medicaid or Medicare eligible residents of institutions and facilities for
the developmentally disabled, and a suit challenging the imposition of
premium tax surcharges on insurers doing business in New Jersey, and
assessments upon property and casualty liability insurers pursuant to the
Fair Automobile Insurance Reform Act.
Legislation approved June 30, 1992, effective immediately, called for
revaluation of several public employee pension funds, authorized an
adjustment to the assumed rate of return on investment and refunds $773
million in public employer contributions to the State from various pension
funds, to be reflected as a revenue source for Fiscal Year 1992 and $226
million in Fiscal Year 1993 and each fiscal year thereafter. Several labor
unions filed suit seeking a judgment directing the State Treasurer to
refund all monies transferred from the pension funds and paid into the
General Fund. An adverse determination would have a significant impact on
Fiscal Years 1992 and 1993 revenue estimates.
Bond Ratings: Citing a developing pattern of reliance on
non-recurring measures to achieve budgetary balance, four years of financial
operations marked by revenue shortfalls and operating deficits, and the
likelihood that financial pressures will persist, on August 24, 1992
Moody's lowered from Aaa to
<PAGE>184
Aa1 the rating assigned to New Jersey general obligation bonds. Currently,
Standard & Poor's rates New Jersey general obligation bonds AA+. On
July 6, 1992, Standard & Poor's affirmed its AA+ ratings on New Jersey's
general obligation and various lease and appropriation backed debt, but its
ratings outlook was revised to negative for the longer term horizon (beyond
four months) for resolution of two items: (i) the Federal Health Care
Facilities Administration ruling concerning retroactive Medicaid hospital
reimbursements and (ii) the State's uncompensated health care
funding system, which is under review in the U.S. Supreme Court.
<PAGE>185
APPENDIX E
The following information is a summary of special factors affecting
Florida municipal obligations. It does not purport to be a complete
description and is based on information from statements relating
to securities offerings of Florida issuers.
Additional Discussion of Special Factors Relating to Florida Municipal
Obligations In 1980, Florida was the seventh most populous state in the
U.S. The State has grown dramatically since then an as of April 1, 1993,
ranks fourth with an estimated population of 13.5 million.
Florida's attraction, as both a growth and retirement state, has kept net
migration fairly steady with an average of 292,988 new residents a year
from 1983 through 1993. The U.S. average population increase since 1982 is
about 1% annually, while Florida's average annual rate of increase is about
2.5%. Florida continues to be the fastest growing of the ten largest states.
This strong population growth is one reason the State's economy is
performing better than the nation as a whole. In addition to
attracting senior citizens to Florida as a place for retirement, the State
is also recognized as attracting a significant number of
working age individuals. Since 1983, the prime working age population
(18-44) has grown at an average annual rate of 2.6%. The share of
Florida's total working age population (18- 59) to total State
population is approximately 54%. This share is not expected to change
appreciably into the twenty-first century.
The State's personal income has been growing strongly the last
several years and has generally out performed both the U.S. as a whole and
the southeast in particular, according to the U.S. Department of Commerce
and the Florida Consensus Economic Estimating Conference. This is due to the
fact that Florida's population has been growing at a very strong pace and,
since the early 70's the State's economy has diversified so as to provide
greater insulation from national economic downturns. As a result,
Florida's real per capita personal income has tracked closely with the
national average and has tracked above the southeast. From 1984
through 1993, the State's real per capita income rose an average 5.4% a
year, while the national real per capita income increased at an average 5.5%.
Because Florida has a proportionately greater retirement age
population, property income (dividends, interest and rent) and transfer
payments (Social Security and pension benefits among other sources
of income) are relatively more important sources of income. For example,
Florida's total wages and salaries and other labor income in 1993 was 62%
of total personal income, while a similar figure for the nation for 1990
was 72%. Transfer payments are typically less sensitive to the
business cycle than employment income and, therefore, act as
stabilizing forces in weak economic periods.
The State's per capita personal income in 1993 of $20,857 was slightly
above the national average of $20,817 and significantly ahead of that for
the southeast United States, which was $18,753. Real personal income in
the State is estimated to increase 4.5% in 1994-95 and 4.2% in 1995-96. By
the end of 1995-96, real personal income per capita in the State is
projected to average 4.5% higher than its 1993-94 level.
Since 1980, the State's job creation rate is well over twice the
rate for the nation as a whole, and its growth rate in new non-agricultural
jobs is the fastest of the 11 most populous states and second only to
California in the absolute number of new jobs created. Contributing to the
State's rapid rate of growth in employment and income is international
trade. In addition, since 1980, the State's unemployment rate has
generally tracked below that of the Nation's unemployment rate. However, as
the State's economic growth has slowed from its previous highs, the State's
unemployment rate has tracked above the national average.
<PAGE>186
The average rate in Florida since 1980 has been 6.5% while the national
average is 7.1%. According to the U.S. Department of Commerce, the Florida
Department of Labor and Employment Security, and the Florida
Consensus Economic Estimating Conference (together the "Organization")
the State's unemployment rate was 8.2% during 1992. As of January 1994,
the Organization estimates that the unemployment rate will be 6.7% for
1993-94 and 6.1% in 1994-95.
The rate of job creation in Florida's manufacturing sector has exceeded
that of the U.S. From the beginning of 1980 through 1993, the state added over
50,100 new manufacturing jobs, an 11.7% increase. During the same period,
national manufacturing employment declined ten out of the fourteen years, for
a loss of 2,977,000 jobs.
Total non-farm employment in Florida is expected to increase 2.7% in
1993-94 and rise 3.8% in 1994-95. Trade and services, the two largest,
account for more than half of the total non-farm employment. Employment in
the service sectors should experience an increase of 5.4% in 1994-95, while
growing 4.7% in 1995-96. Trade is expected to expand 3.1% in 1995 and 3.2%
in 1996. The service sector is now the State's largest employment category.
Construction
The State's economy has in the past been highly dependent on the
construction industry and construction related manufacturing. This dependency
has declined in recent years and continues to do so as a result of
continued diversification of the State's economy. The State is still
somewhat at the mercy of the construction and construction related
manufacturing industries. For example, in 1980, total contract
construction employment as a share of total non-farm employment was just
over 7%, and in 1993, the share had edged downward to 5%. This trend is
expected to continue as the State's economy continues to diversify. Florida,
nevertheless, has a dynamic construction industry, with single and
multi-family housing starts accounting for 8.5% of total U.S. housing starts
in 1993 while the State's population is 5.3% of the U.S. total population.
Florida's housing starts since 1980 have represented an average of 11.0% of
the U.S.'s total annual starts, and since 1980, total housing starts have
averaged 156,450 a year.
A driving force behind the State's construction industry has been
the State's rapid rate of population growth. Although the State currently is
the fourth most populous state, its annual population growth is now
projected to decline as the number of people moving into the State is
expected to hover near the mid 250,000 range annually throughout
the 1990s. This population trend should provide fuel for business and home
builders to keep construction activity lively in Florida for some time to
come. However, other factors do influence the level of construction in
the State. For example, federal tax reform in 1986 and other changes to
the federal income tax code have eliminated tax deductions for owners
of more than two residential real estate properties and have lengthened
depreciation schedules on investment and commercial properties.
Economic growth and existing supplies of homes also contribute to the
level of construction in the State. Also, while interest rates
remain low currently, an increase in interest rates could
significantly adversely impact the financing of new construction with the
State, thereby adversely impacting unemployment and other economic factors
within the State. In addition, available commercial office space has
tended to remain high over the past few years. So long as this glut of
commercial rental space continues, construction of this be of space will
likely continue to remain slow.
Single and multi-family housing starts in 1994-95 are projected to
reach a combined level of 118,000, increasing to 124,100 next year.
Lingering recessionary effects on consumers and tight credit are some of
the reasons for relatively slow core construction activity, as well as
lingering effects from the 1986
<PAGE>187
tax reform legislation discussed above. However, construction is one of
the sectors most severely affected by Andrew. Total construction
expenditures are forecasted to increase 6.6% this year and increase
7.5% next year.
The State has continuously been dependent on the highly cyclical
construction and construction related manufacturing industries. While
that dependency has decreased, the State is still somewhat at the mercy
of the construction related manufacturing industries. The
construction industry is driven to a great extent by the State's rapid growth
in population. There can be no assurance that population growth will continue
throughout the 1990's in which case there could be an adverse impact on
the State's economy through the loss of construction and
construction related manufacturing jobs. Also, while interest rates
remain low currently, an increase in interest rates could significantly
adversely impact the financing of new construction within the State,
thereby adversely impacting unemployment and other economic factors
within the State. In addition, available commercial office space has
tended to remain high over the past few years. So long as this glut of
commercial rental space continues, construction of this type of space
will likely continue to remain slow. Tourism
Tourism is one of State's most important industries. Approximately
41.1 million tourists visited the State in 1993, as reported by
the Florida Department of Commerce. In terms of business activities and
state tax revenues, tourists in Florida in 1993 represented an estimated
4.5 million additional residents. Visitors to the State tend to arrive
equally by air and car. The State's tourist industry over the years has
become more sophisticated, attracting visitors year-round and, to
a degree, reducing its seasonality. The dollar's depreciation has
enhanced the State's tourism industry. Tourist arrivals are expected to
increase by almost 5.0% percent this year and 3.4% next year. Tourist arrivals
to Florida by air and car are expected to diverge from each other, air
decreasing 9.2% and 2.95 next year and auto increasing 0.7% this year and
4.0% next year. By the end of the State's current fiscal year, 42.1 million
domestic and international tourists are expected to have visited the State.
In 1995-96, tourist arrivals should approximate 43.6 million.
Revenues and Expenses
Estimated fiscal year 1994-95 General Revenue plus Working Capital
funds available to the State total $14,624.4 million, a 5.7% increase over
1993-94. This reflects a transfer of $159 million in non-recurring
revenue due to Andrew, to a hurricane relief trust fund. Of the total General
Revenue plus Working Capital funds available to the State, $13,858.4 million
of that is Estimated Revenues (excluding the Andrew impact) which
represents an increase of 7.9% over the previous year's Estimated
Revenues. With effective General Revenues plus Working Capital Fund
appropriations at $14.311.1 million, unencumbered reserves at the end of
1994-95 are estimated at $313.3 million. Estimated, fiscal year
1995-96 General Revenue plus Working Capital and Budget Stabilization
funds available total $15,145.9 million. a 3.6% increase over 1994-95. The
$14,647.2 million in Estimated Revenues represents an increase of
5.7% over the previous year's Estimated Revenues.
In fiscal year 1993-94, approximately 66% of the State's total direct
revenue to its three operating funds were derived from State taxes, with
Federal grants and other special revenue accounting for the balance. State
sales and use tax, corporate income tax, intangible personal property tax,
and beverage tax amounted to 66%, 8%, 4% and 4%, respectively, of total
General Revenue Funds available during fiscal 1993-94. In that same
year, expenditures for education, health and welfare, and public safety
amounted to approximately 49%, 32%, and 12%, respectively, of total
expenditures from the General Revenue Fund.
<PAGE>188
The State's sales and use tax (6%) currently accounts for the
State's single largest source of tax receipts. Slightly less than 10% of
the State's sales and use tax is designated for local governments and is
distributed to the respective counties in which collected for use by the
counties, and the municipalities therein. In addition to this distribution,
local governments may (by referendum) assess a 0.5% or a 1.0%
discretionary sales surtax within their county. Proceeds from this
local option sales tax are earmarked for funding local infrastructure
programs and acquiring land for public recreation or conservation or
protection of natural resources as provided under applicable Florida
law. Certain charter counties have other taxing powers. In addition,
and non-consolidated counties with a population in excess of 800,000 may
levy a local option sales tax to fund indigent health care. It
alone cannot exceed 0.5% and when combined with the infrastructure
surtax cannot exceed 1.0%. For the fiscal year ended June 30, 1994,
sales and use tax receipts (exclusive of the tax on gasoline and special
fuels) totaled $10,012.5 million, an increase of 6.9% over fiscal year
1992-1993.
The second largest source of State tax receipts is the tax on
motor fuels. However, these revenues are almost entirely dedicated trust
funds for specific purposes and are not included in the State's General
Revenue Fund.
The State imposes an alcoholic beverage, wholesale tax (excise tax) on
beer, wine, and liquor. This tax is one of the State's major tax sources,
with revenues totaling $439.8 million in fiscal year ending June 30, 1994.
Alcoholic beverage tax receipts decreased 1.0% from the previous year's
total. The revenues collected from this tax are deposited into the
State's General Revenue Fund.
The State imposes a corporate income tax. All receipts of the
corporate income tax are credited to the General Revenue Fund. For the
fiscal year ended June 30, 1994, receipts from this source were
$1,047.4 million, and increase of 23.7% from fiscal year 1992-93.
The State imposes a documentary stamp tax on deeds and other documents
relating to realty, corporate shares, bonds, certificates of
indebtedness, promissory notes, wage assignments, and retail charge
accounts. The documentary stamp tax collections totaled $775.0
million during fiscal year 1993-94, a 21.3% increase from the previous
fiscal year. Beginning in fiscal year 1992-93, 71.29% of these taxes are
to be deposited to the General Revenue Fund.
The State imposes an intangible personal property tax on
stocks, bonds, including bonds secured by liens in Florida real
property, notes, governmental leaseholds, and certain other
intangibles, not secured by alien on Florida real property. The
annual rate of tax is 2 mils. Second, the State imposes a non-recurring 2
mil tax on mortgages and other obligations secured by liens on Florida
real property. In fiscal year 1993-94, total intangible personal
property tax collections were $836.0 million, a 6.7% increase over the prior
year. Of the tax proceeds, 66.5% are distributed to the General Revenue Fund.
The State's severance tax taxes, oil, gas and sulfur production, as
well as the severance of phosphate rock and other solid minerals. Total
collections from severance taxes total $54.8 million during fiscal year
1993-94, down 15.0% from the previous year. Currently, 60% of this amount
is transferred to the General Revenue Fund.
The State began its own lottery in 1988. State law requires that lottery
revenues be distributed 50% to the public in prizes, 38.0% for use in
enhancing education, and the balance, 12.0% for costs of
<PAGE>189
administering the lottery. Fiscal year 1993-94 lottery ticket sales totaled
$2.15 billion, providing education with approximately $816.2 million.
Debt-Balanced Budget Requirement
At the end of fiscal 1993, approximately $5.61 billion in principal
amount of debt secured by the full faith and credit of the State was
outstanding. In addition, since July 1, 1993, the State issued about
$1.13 billion in principal amount of full faith and credit bonds.
The State Constitution and statutes mandate that the State budget,
as a whole, and each separate fund within the State budget, be kept
in balance form currently available revenues each fiscal year. If the
Governor or Comptroller believes a deficit will occur in any State fund, by
statute, he must certify his opinion to the Administrative
Commission, which then is authorized to reduce all State agency budgets and
releases by a sufficient amount to prevent a deficit in any fund.
Additionally, the State Constitution prohibits issuance of State obligations
to fund State operations.
Litigation
Currently under litigation are several issues relating to State
actions or State taxes that put at risk substantial amounts of General
Revenue Fund monies. Accordingly, there is no assurance that any of
such matters, individually or in the aggregate, will not have a immaterial
adverse affect on the State's financial position.
Florida law provides preferential tax treatment to insurers who
maintain a home office in the State. Certain insurers challenged the
constitutionality of this tax preference and sought a refund of taxes paid.
Recently, the Florida Supreme Court ruled in favor of the State. This case
and others, along with pending refund claims, total about $150 million.
The State imposes a $295 fee on the issuance of certificates of title
for a motor vehicles previously titled outside the State. The State has
been sued by plaintiffs alleging that this fee violates the Commerce Clause
of the U.S. Constitution. The Circuit Court in which the case was filed has
granted summary judgment for the plaintiffs and has enjoined further
collection of the impact fee and has ordered refunds to all those who have
paid the fee since the collection of the fee went into effect. The State
has appealed the lower Court's decision and an automatic stay has been
granted to the State allowing it to continue to collect the fee. The
potential refund exposure to the State if it should lose the case may be in
excess off $100 million.
The State maintains a rating of Aa and AA from Moody's Investors
Service and Standard & Poors Corporation, respectively, on the majority
of its general obligation bonds, although the rating of a particular series
of revenue bonds relates primarily to the project, facility, or other
revenues source from which such series derives funds for repayment. While
these ratings and some of the information presented above indicate that the
State is in satisfactory economic health, there can be no assurance that
there will not be a decline in economic conditions or that particular
conditions or that particular Bonds purchased by the Trust will not be
adversely affected by any such changes.
<PAGE>190
APPENDIX F
The following information is a summary of special factors affecting
Georgia Municipal Obligations. It does not purport to be a complete
description and is based on information from statements relating
to securities offerings of Georgia issuers. Additional Discussion of
Special Factors Relating to Georgia Municipal Obligations
On December 31, 1992, the state government of Georgia had the 46th lowest debt
level per capita of all states in the United States, which is reflective
of a very conservative fiscal approach taken by elected state
officials, tempered during a three to four year economic slow-down.
Typically, general obligation bonds of the state are issued pursuant to
the powers granted under Article VII, Section IV of the Constitution of the
State of Georgia ( the "Georgia Constitution"), which provides
that the bonds are the direct and general obligations of the state.
The Georgia Constitution further mandates that the General Assembly
"shall raise by taxation and appropriate each fiscal year ... such amounts
as are necessary to pay debt service requirements in such fiscal year on
all general obligation debt". The Georgia Constitution further provides
for the establishment of a special trust fund which is designated the
"State of Georgia General Obligation Debt Sinking Fund" which is used for
the payment of annual debt service requirements on all general obligation
debt.
Virtually all debt obligations represented by bonds issued by the State
of Georgia, counties, or municipalities or other public authorities require
validation by a judicial proceeding prior to the issuance of such
obligation. The judicial validation makes these obligations
incontestable and conclusive, as provided under the Georgia
Constitution.
The State of Georgia operates on a fiscal year beginning on July 1 and
ending on June 30. Each year the State Economist, the Governor, and
the State Revenue Commissioner jointly prepare a revenue forecast upon which is
based the state budget which is considered, amended, and approved
by the Georgia General Assembly. Since 1975, the Governor and the
General Assembly have attempted to maintain a $100 million reserve fund,
which in 1992 was eroded because of a revenue shortfall. For the first ten
months of the fiscal year ending June 30, 1995, the State of Georgia enjoyed
an 8.0% growth in revenues and had an $565,3111,040.50 increase in revenues
above the same ten month period ending fiscal 1994. However, this is
decrease compared to fiscal year 1994 which had a 9.5% growth in revenues
over fiscal year 1993. The surplus for fiscal year 1993 far exceeded the
Governor's budget allocation of $124 million.
In the past two years, the Governor has successfully eliminated more than
5,000 state jobs, which has contributed dramatically to his efforts to
balance the state budget.
For the next several years, Georgia has a very bright economic future
highlighted by a $2 billion stimulus to the economy which is expected from
Atlanta's hosting of the 1996 Summer Olympic Games. Manufacturing activity,
particularly in the textile, apparel and carpet sectors, has increased
dramatically as a result of increased home building. However, the real
estate/construction industry remains in a recession caused by over-building
of commercial office space and industrial parks in the late 1980s. Military
base closings in other states are expected to mildly impact the Georgia
economy with the consolidation of military installations so that Georgia will
have a net gain in service personnel. In recent years, Georgia has
enjoyed the economic stimulus caused by a number of major corporate
relocations led by United Parcel Service of America, Inc., which moved
its World Headquarters from Greenwich, Connecticut to Atlanta.
This move was followed by Holiday Inn Worldwide, which moved its
headquarters to Atlanta from Memphis.
<PAGE>191
APPENDIX G
The following information is a summary of special factors affecting
Pennsylvania Municipal Obligations. It does not purport to be a complete
description and is based on information from statements relating to
securities offerings of Pennsylvania issuers. Additional Discussion of
Special Factors Relating to Pennsylvania Municipal Obligations
Potential purchasers of Units of the Trust should consider the
fact that the Trust's portfolio consists primarily of securities
issued by the Commonwealth of Pennsylvania (the "Commonwealth"), its
municipalities and authorities and should realize the substantial risks
associated with an investment in such securities. Although the General
Fund of the Commonwealth (the principal operating fund of the Commonwealth)
experienced deficits in fiscal 1990 and 1991, tax increases and spending
decreases helped return the General Fund balance to a surplus at June 30,
1992 of $87.5 million and at June 30, 1993 of $698.9. The deficit in the
Commonwealth's unreserved/undesignated funds of prior years also was reversed
to a surplus of $64.4 million as of June 30, 1993.
Pennsylvania's economy historically has been dependent upon heavy
industry, but has diversified recently into various services, particularly
into medical and health services, education and financial services.
Agricultural industries continue to be an important part of the economy,
including not only the production of diversified food and livestock
products, but substantial economic activity in agribusiness and
food-related industries. Service industries currently employ the greatest
share of non-agricultural workers, followed by the categories of trade and
manufacturing. Future economic difficulties in any of these industries
could have an adverse impact on the finances of the Commonwealth or its
municipalities, and could adversely affect the market value of the Bonds
in the Pennsylvania Trust or the ability of the respective obligors to
make payments of interest and principal due on such Bonds.
Certain litigation is pending against the Commonwealth that could
adversely affect the ability of the Commonwealth to pay debt service on its
obligations, including suits relating to the following matters: (i) the
ACLU has filed suit in federal court demanding additional funding
for child welfare services; the Commonwealth settled a similar suit in the
Commonwealth Court of Pennsylvania and is seeking the dismissal of the
federal suit, inter alia, because of that settlement. The district court has
denied class certification to the ACLU, and the parties have stipulated to
a judgment against the plaintiffs to allow plaintiffs to appeal the denial of
a class certification to the Third Circuit; (ii) in 1987, the Supreme
Court of Pennsylvania held that the statutory scheme for county funding of
the judicial system to be in conflict with the Constitution of the
Commonwealth but stayed judgment pending enactment by the legislature of
funding consistent with the opinion and the legislature has yet to
consider legislation implementing the judgment; (iii) several banks have
filed suit against the Commonwealth contesting the constitutionality of a
law enacted in 1989 imposing a bank shares tax; in July 1994, the
Commonwealth Court en banc upheld the constitutionality of the 1989 bank
shares tax law but struck down a companion law to provide credits against
the bank shares tax for new banks; cross appeals from that decision
to the Pennsylvania Supreme Court have been filed; (iv) litigation has
been filed in both state and federal court by an association of rural and
small schools and several individual school districts and parents
challenging the constitutionality of the Commonwealth's system for
funding local school districts-- the federal case has been stayed pending
resolution of the state case and the state case is in the pre-trial state
(no available estimate of potential liability); (v) the ACLU has brought a
class action on behalf of inmates challenging the conditions of
confinement in thirteen of the Commonwealth's correctional institutions; a
proposed settlement agreement has been submitted to the court and members
of the class, but the court has not yet set a date for hearing on
<PAGE>192
the terms of the agreement (no available estimate of potential cost of
complying with the injunction sought but capital and personnel costs
might cost millions of dollars) and (vi) a consortium of public
interest law firms has filed a class action suit alleging that the
Commonwealth has not complied with a federal mandate to provide screening,
diagnostic and treatment services for all Medicaid-eligible children under
21; the district court denied class certification and has scheduled the
case for trial (potentially liability estimated at between $9 million
and $55 million); and (vii) litigation has been filed in federal court by
the Pennsylvania Medical Society seeking payment of the full co-pay and
deductible in excess of the maximum fees set under the Commonwealth's
medical assistance program for outpatient services provided to medical
assistance patients who were also eligible for Medicare; the Commonwealth
received a favorable decision in the federal district court, but the
Pennsylvania Medical Society won a reversal in the federal circuit court
(potential liability estimated at $50 million per year).
The Commonwealth's general obligation bonds have been rated AA- by
Standard & Poor's and A1 by Moody's for more than the last five years.
The City of Philadelphia (the "City") has been experiencing severe
financial difficulties which has impaired its access to public credit
markets and a long-term solution to the City's financial crisis is
still being sought. The City experienced a series of General Fund deficits
for fiscal years 1988 through 1992.
The City has no legal authority to issue deficit reduction bonds on its
own behalf, but state legislation has been enacted to create an
Intergovernmental Cooperation Authority to provide fiscal oversight for
Pennsylvania cities (primarily Philadelphia) suffering recurring financial
difficulties. The Authority is broadly empowered to assist cities in
avoiding defaults and eliminating deficits by encouraging the adoption of sound
budgetary practices and issuing bonds. In order for the Authority to
issue bonds on behalf of the City, the City and the Authority
entered into an intergovernmental cooperative agreement providing the
Authority with certain oversight powers with respect to the fiscal affairs of
the City, and the Authority approved a five-year financial plan prepared by
the City. On June 16, 1992, the Authority issued a $474,555,000 bond issue on
behalf of the City. The Authority approved the latest update of the
five-year financial plan on May 2, 1994. The City has reported a surplus of
approximately $15 million for fiscal year ending June 30, 1994. In July
1993, the Authority issued $643,430,000 of bonds to refund certain general
obligation bonds of the City and to fund additional capital projects. In
September 1993, the Authority issued $178,675,000 of bonds to advance
refund certain of the bonds of the City and to fund additional capital
projects.
<PAGE>193
APPENDIX H
The following information is a summary of special factors affecting
Ohio Municipal Obligations. It does not purport to be a complete
description and is based on information from statements relating
to securities offerings of Ohio issuers. Additional Discussion of
Special Factors Relating to Ohio Municipal Obligations
The Ohio Trust will invest substantially all of its net assets in Ohio
Obligations. The Ohio Trust is therefore susceptible to political,
economic and regulatory factors that may affect issuers of Ohio Obligations.
The following information constitutes only a brief summary of some of the
complex factors that may affect the financial situation of issuers in
Ohio, and is not applicable to "conduit" obligations on which the public
issue itself has no financial responsibility.
The creditworthiness of obligations issued by local Ohio issuers may
be unrelated to the creditworthiness of obligations issued by the State, and
generally there is no responsibility on the part of the State to make
payments on those local obligations. There may be specific factors
that are applicable in connection with investment in particular Ohio
Obligations or in the obligations of particular Ohio issuers, and it is
possible the investment will be in Ohio Obligations or in obligations of
particular issuers as to which such specific factors are applicable. However,
the information set forth below is intended only as a general summary
and not a discussion of any such specific factors that may affect
any particular issuer or issue of Ohio Obligations.
Ohio is the seventh most populous state, with a 1990 Census Count of
10,847,000 indicating a 0.5% population increase from 1980.
The economy of Ohio, while diversifying more into the service and
other non- manufacturing areas, continues to rely in part on durable
goods manufacturing, which is largely concentrated in motor vehicles and
equipment, steel, rubber products and household appliances. As a
result, general economic activity in Ohio, as in many other
industrially-developed states, tends to be more cyclical than in some other
states and in the nation as a whole. Agriculture also is an important
segment of the economy in the State, and the State has instituted several
programs to provide financial assistance to farmers. The State's economy,
has had varying effects on different geographic areas of the State and the
political subdivisions located within those geographic areas.
In prior years, the State's overall unemployment rate is commonly
somewhat higher than the national average. In January 1993 and February
1993, the unemployment rate was 8.2 and 7.8, respectively, compared to the
national rates 7.9 and 7.7 respectively. However, for both 1991 and
1992 the State rate was below the national rate; the State rates were
6.4% and 7.2%, and the national rates 6.7% and 7.4% respectively. The
unemployment rate, and its effects, vary among particular geographic
areas of the State.
There can be no assurance that future state-wide or regional economic
difficulties, and the resulting impact on State or local government
finances generally, will not adversely affect the market value of Ohio
Obligations held in the portfolio of the Ohio Trust or the ability of the
particular obligors to make timely payments of debt service on (or lease
payments relating to) those obligations.
<PAGE>194
The State operates on the basis of a fiscal biennium for its
appropriations and expenditures, and is precluded by law from ending a
fiscal year or biennium in a deficit position. Most operations are
financed through the General Reserve Fund (GRF), with personal income and
sales-use taxes being the major GRF sources.
Growth and depletion of GRF ending fund balances show a consistent
pattern related to national economic conditions, with the June 30 (end of
fiscal year) balance reduced during less favorable national economic
periods and increased during more favorable economic times.
Key end of biennium fund balances at June 30, 1991 were $135,365,000
(unaudited) (GRF) and approximately $300,000,000 (Budget Stabilization Fund
(BSF), a cash and budgetary management fund). Necessary
corrective steps were taken in fiscal year 1991 to respond to lower
than estimated receipts and higher expenditures in certain categories.
Those steps included the transfer of $64,000,000 from the BSF to the
GRF. The State reported biennium ending fund balances of $135.3 million
(GRF) and $300 million (BSF).
The State has established procedures for, and has timely taken,
necessary actions to ensure a resource/expenditures balance during less
favorable economic periods. These include general and selected reductions
in appropriations spending; none have been applied to appropriations
needed for debt service or lease rentals on any State obligations.
To allow time to complete the resolution of certain Senate and House
differences in the budget and appropriations for the current biennium
(beginning July 1, 1991), an interim appropriations act was enacted,
effective July 1; it included debt service and lease rental appropriations
for the entire 1992-93 biennium, while continuing most other
appropriations for 31 days at 97% of fiscal year 1991 monthly levels.
The general appropriations act for the entire biennium was passed on July
11, 1991 and signed by the Governor. It authorized the transfer, which has
been made, of $200 million from the BSF to the GRF and provided for
transfers in fiscal year 1993 back to the BSF if revenues are sufficient
for the purpose (which the State Office of Budget and Management, OBM, at
present thinks unlikely).
Based on updated fiscal year financial results and economic forecast for
the State, in light of the continuing uncertain nationwide economic
situation, OBM projected, and was timely addressed, a fiscal year 1992
imbalance in GRF resources and expenditures. GRF receipts were
significantly below original forecasts, a shortfall resulting primarily
from lower collections of certain taxes, particularly sales and use
taxes. Higher than earlier projected expenditure levels totaling
approximately $143,000,000 resulted from higher spending in certain
areas, particularly human services, including Medicaid. As an initial action,
the Governor ordered most State agencies to reduce GRF appropriations
spending in the final six months of fiscal year 1992 by a total of
approximately $184 million (debt service and lease rental obligations were
not affected). The General Assembly authorized, and OBM made in June 1992,
the transfer to the GRF of the $100.4 million BSF balance and additional
amounts from certain other funds. Other administrative revenue and
spending actions resolved the remaining GRF imbalance, resulting in
positive GRF fiscal year 1992 ending fund and cash balances.
A significant GRF shortfall, approximately $520 million,
was then projected for fiscal year 1993. It had been addressed by
appropriate legislative and administrative actions. As a first step the
Governor ordered, effectively July 1, 1992, $300 million in selected
GRF spending reductions. Executive and legislative action in December
1992 (a combination of tax revisions and additional appropriations
spending reductions) is projected by OBM to balance GRF resources and
expenditures in this biennium and provide
<PAGE>195
a better base for the appropriations for the next biennium. Those
actions included tax revisions estimated to produce an
additional $194,500,000 this fiscal year, and additional appropriations
spending reductions totaling approximately $50,000,000 are provided for in
that legislation and subsequent action by the Governor.
Litigation filed on February 1, 1993 seeks to have a new tax on
soft drinks, included in those tax revisions, declared invalid and its
collection enjoined. The trial court's preliminary injunction has been
stayed by the Ohio Supreme Court on procedural grounds, and that tax
is for now being collected. OBM had estimated approximately
$18,500,000 being collected from that tax this fiscal year, representing
less than 10% of the projected additional tax revenues. Several bases for
invalidity were asserted, including a claim that the bill in which this and
other elements of the tax package ( as well as certain capital
appropriations and financing authorizations ) were included did not
comply with a constitutional "one-subject" procedural requirement.
Supplementing the general authorization for the Governor's spending
reduction orders described above and exercised several times in this
biennium, the biennial appropriations act authorizes the OBM Trustee to
implement up to 1% fiscal year reduction in GRF amounts appropriated if on
March 1 of either fiscal year of the biennium receipts for that fiscal year
are for any reason more than $150,000,000 under estimates and the
then estimated GRF ending fund balance is less than $50,000,000.
Expressly, excerpted from this cutback authorization are debt service and
lease rental appropriations. In light of the other corrective actions
described above, this supplemental spending reduction authorization was not
implemented in fiscal year 1992 and is not expected to be
implemented in fiscal year 1993.
The general appropriations process for the next biennium (beginning July 1,
1993) has commenced with the Governor's presentation of a proposed GRF
budget to the General Assembly. That budget document and the related
appropriations bill as introduced and passed by the House include all necessary
GRF appropriations for biennial State debt service and lease rental
payments.
The incurrence or assumption of debt by the State without a popular
vote is, with limited exceptions, prohibited by current provisions of
the State Constitution. The State may incur debt to cover casual deficits or
failures in revenues or to meet expenses not otherwise provided for, but
limited in amount to $750,000. The State is expressly precluded from
assuming the debts of any local government or corporation. (An
exception in both cases is made for any debt incurred to repel
invasion, suppress insurrection, or defend the State in war.)
By thirteen constitutional amendments (the last adopted in 1993), Ohio
voters have authorized the incurrence of State debt to which taxes or
excesses were pledged for payment. At January 31, 1994, $712.6 million
(excluding certain highway bonds payable primarily from highway use
charges) of this debt was outstanding or awaiting delivery. The only
such State debt then still authorized to be incurred are portions of the
highway bonds and the following: (a) up to $100 million of obligations for
coal research and development may be outstanding at any one time ($43.1
million outstanding); (b) $1.2 billion of obligations authorized for local
infrastructure improvements, no more than $120 million may be issued in
any calendar year ($645.2 million outstanding or awaiting delivery, $480
million remaining to be issued); and (c) up to $200 million in
general obligation bonds for parks and recreation purposes may be
outstanding at any one time ( no more than $50 million to be issued in
any one year, and none have yet been issued).
The Constitution also authorized the issuance, for certain
purposes, of State obligations, the owners of which are not given the
right to have excises or taxes levied to pay debt service. Those special
obligations include bonds and notes issued by, among others, the Ohio
<PAGE>196
Public Facilities Commission and the Ohio Building Authority. A total of
$4.28 billion of those obligations were outstanding at January 31, 1994.
A 1990 constitutional amendment authorized greater State and
political subdivision participation in the provision of individual and family
housing, including borrowing for this purpose. The General Assembly may
authorize the issuance of State obligations secured by a pledge of all or
such portion as it authorizes of State revenues or receipts,
although the obligations may not be supported by the State's full
faith and credit.
State and local agencies issue revenue obligations that are payable from
revenues of revenue-producing facilities or categories of facilities, which
obligations are not "debt" within constitutional provisions or payable from
taxes. In general, lease payment obligations under lease-purchase
agreements of Ohio issuers (in connection with which certificates of
participation may be issued) are limited in duration to the issuer's
fiscal period, and are renewable only upon appropriations being made
available for the subsequent fiscal periods.
Local school districts in Ohio receive a major portion (on a
statewide basis, historically approximately 46%) of their operating
moneys from State subsidies ( known as the Foundation Program ), but
are dependent on local ad valorem property taxes and in, 88 districts,
income taxes for significant portions of their budgets. Litigation
has recently been filed, similar to that in other states, questioning the
constitutionality of Ohio's system of school funding. A small number of the
State's 612 local school districts have in any year required special
assistance to avoid year-end deficits. A current program ( Emergency
School Advancement Fund ) provides for school district cash-need borrowing
directly from commercial lenders, with State diversion of subsidy
distributions to repayment if needed; 26 districts borrowed a total of
$41.8 million in fiscal year 1991 under this program, in fiscal year
1992, borrowings totaled $68.6 million (including over $46.6 million by one
district);in fiscal year 1993, 43 districts borrowed approximately $94.5
million (including $75 million for one district) and in fiscal year
1994 loan approvals totaled at January 31, 1994, $9.90 million for 16
districts.
Ohio's 943 incorporated cities and villages rely primarily on
property and municipal income taxes for their operations, and, with other
local governments, receive local government support and property tax
relief monies distributed by the State. Procedures have been
established for those few municipalities that have on occasion faced
significant financial problems, which include establishment of a joint
State/local commission to monitor the municipality's fiscal affairs,
with a financial plan developed to eliminate deficits and cure any
defaults. Since inception in 1979, these procedures have been applied to
23 cities and villages, in 18 of which the fiscal situation has been
resolved and the procedures terminated.
At present the State itself does not levy any ad valorem taxes on real
or tangible personal property. Those taxes are levied by political
subdivisions and other local taxing districts. The Constitution has since
1934 limited the amount of the aggregate levy of ad valorem property taxes,
without a vote of the electors or municipal charter provision, to 1% of
true value in money, and statutes limit the amount of the aggregate levy
without a vote or charter provision to 10 mills per $1 of assessed
valuation (commonly referred to as the "ten-mill limitation"). Voted
general obligations of subdivisions are payable from property taxes unlimited
as to amount or rate.
Although revenue obligations of the State or its political subdivisions may
be payable from a specific project or source, including lease
<PAGE>197
rentals, there can be no assurance that future economic difficulties and
the resulting impact on State and local government finances will not
adversely affect the market value of Ohio obligations held in the portfolio of
the Trust or the ability of the respective obligors to make timely
payments of principal and interest on such obligations.
The outstanding Bonds issued by the Sinking Fund are rated Aa by
Moody's Investors Service ("Moody's") and AAA by Standard & Poor's
Corporation ("S&P"). In January 1982, S&P adjusted its rating on certain of
the State's general obligation bonds from AA+ to AA. Previously, in
November 1979, the ratings on general obligation debt of the State were
changed by Moody's and S&P from Aaa and AAA to Aa and AA+, respectively. S&P
did not at either time change its AAA ratings on the Bonds. The outstanding
State Bonds issued by the Ohio Public Facilities Commission and the
Ohio Building Authority are rated A+ by S&P and A by Moody's.
<PAGE>198
ANNUAL REPORT
OF
SMITH BARNEY MUNI FUNDS -- FLORIDA PORTFOLIO
FOR THE FISCAL YEAR ENDED MARCH 31, 1995
<PAGE>199
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ANNUAL REPORT
- --------------------------------------------------------------------------------
1995
1995
1995
1995
1995
Smith Barney
Muni Funds
Florida Limited
Term Portfolio
Florida Portfolio
-------------------------------------------------
March 31, 1995
[Logo] Smith Barney Mutual Funds
Investing for your future.
Every day.
<PAGE>200
- --------------------------------------------------------------------------------
Florida Limited Term and Florida Portfolios
- --------------------------------------------------------------------------------
Dear Shareholder:
We are pleased to present the annual report and audited financial statements for
Smith Barney Muni Funds Florida Portfolio and Florida Limited Term Portfolio for
the fiscal year ended March 31, 1995.
Market and Economic Overview
Since our last report to you in November, the fixed-income markets, and
municipal bonds in particular, have enjoyed a powerful rally. Municipal bond
yields have declined more than a full percentage point, as evidenced by the drop
in the average yield on The Bond Buyer's weekly 25-Bond Revenue Index of 30-year
municipal bonds from a high of 7.37% on November 17, 1994 to 6.29% on March 31,
1995. This was substantially better than the performance of the benchmark
30-year Treasury bond, which experienced a decline in yield of 70 basis points
from 8.13% to 7.43% during the same time frame.
The vastly improved bond markets reflect a growing consensus that inflation will
remain under control, and the Federal Reserve Board will be successful in
engineering a "soft landing" by slowing the economy down to a more sustainable,
non-inflationary rate of growth. The seven increases in the federal funds rate
(the rate banks charge each other for overnight loans), orchestrated by the Fed
since February 1994, appear to be slowing the pace of economic growth. Recent
economic reports show a slower rate of increase in employment, producer prices,
and retail sales. Industrial production and capacity utilization were also lower
than expected, signalling a possible slowdown in the country's strong
manufacturing sector. These generally favorable economic fundamentals are more
than offsetting concerns about the substantial decline in the value of the
dollar relative to the Japanese yen and German mark on the foreign exchange
markets.
Late in April, several tax-reform proposals which recommend a flat Federal
income tax rate began to receive increased attention in the national financial
press and from municipal bond market participants. Adoption of a flat tax would
diminish the advantages of tax exemption for municipal bonds. Although the
various plans being circulated are only proposals, the publicity surrounding
them has recently caused some investors to back away from the municipal bond
market. In our opinion it is much too early in the process to predict what
changes in the tax laws, if any, will actually take place, but tax reform will
certainly be a major topic of political debate over the next few years. Many
observers believe that the more radical proposals for changes in the way taxes
are collected have little chance for enactment.
1
<PAGE>201
Absent these tax-reform concerns, municipals would probably continue to be
strong performers relative to Treasuries and other taxable investments due to
the low supply of new issues. Not only did last year's spike in interest rates
sharply reduce refinancing activity in the municipal market, but voter pressure
on states and municipalities to rein in spending and cut taxes, or at least
avoid tax increases, has also resulted in a roughly 30% decline in new-money
financing. In addition, the universe of existing municipal bonds is shrinking.
In 1995, an estimated $230 billion of older, high-coupon issues will mature or
be called as they reach their first optional call dates. With estimates of
new-issue volume at less than $150 billion, the net reduction in municipal debt
outstanding could approach $100 billion this year, contracting the market by
about eight percent. Ordinarily, a reduction in supply of this magnitude would
be expected to provide a powerful boost for municipal bond values as it did
earlier this year. Uncertainties about various tax proposals, however, will
probably keep municipals from trading any better than their normal relationship
to taxable investment alternatives.
The Florida Economy
Strong service and trade sectors continue to be the driving force behind
Florida's rapid economic growth. Florida's economy continues to broaden and
diversify with substantial activity in the insurance, banking and export markets
in addition to its traditional base of agriculture and tourism. The state is
rated double-A by both Moody's and Standard & Poor's with a stable outlook.
Florida Portfolio
The Florida Portfolio had a total return of 6.77% (Class A shares) for the
fiscal year. This return compares favorably with the 6.67% average total return
for all Florida municipal bond funds over the same period, as reported by Lipper
Analytical Services.
Longer-term performance of the Portfolio continues to be excellent relative to
its peers. The Portfolio's three-year cumulative total return (excluding sales
charge) of 25.28% (Class A shares) substantially outperformed the average
cumulative total return of 23.78% for all Florida municipal bond funds in the
Lipper survey for the period ended March 31, 1995. (Please see Average Annual
Total Return chart on page 8 of this report for additional performance
information.) It should be noted that this strong showing over the last three
years has been achieved with the need for only minimal capital gains
distributions, an important consideration for investors interested in after-tax
income.
While we generally have a positive outlook for the fixed-income markets, the
size of the rally we have experienced so far would seem to leave little room for
disappointment, and any sign of a rebound in economic activity is likely to
result in a return to higher interest rates. We also believe that the unique
supply and demand characteristics of the municipal market and tax-reform
uncertainties will tend to exaggerate price swings relative to taxable
investments.
In light of this viewpoint, we are maintaining a balanced approach to
structuring the interest-rate sensitivity of the Portfolio by investing in a
combination of both long and short effective maturities. Most long-term
municipal bonds are callable prior to their stated maturity date. When a bond
has a coupon higher than prevailing market yields, its maturity is effectively
shortened to the call date for trading purposes because of the possibility that
2
<PAGE>202
the issuer will exercise its option to replace the bond with lower-cost debt. We
are retaining high-coupon bonds that trade well above their face value for the
defensiveness of their shorter effective maturities and the above-market level
of income they provide. However, we are also focusing on eliminating bonds with
shorter call dates when they are trading near their face value. Such bonds have
unfavorable performance characteristics because they retain the downside risk of
their longer maturity if rates should rise, but their appreciation potential is
limited by the shorter call date if interest rates decline. We are replacing
such issues with bonds that have similar stated maturities but greater call
protection.
Although this strategy sacrifices some of the current income being generated by
the Portfolio, it enhances long-term performance potential if interest rates
continue to decline without adding to downside risk if interest rates rise. We
believe that positioning the Portfolio in this manner is the best way to achieve
our objective of the highest tax-free income consistent with prudent investment
risk.
Florida Limited Term Portfolio
The Florida Limited Term Portfolio had a total return of 7.17% (Class A shares)
for the fiscal year. This return significantly outperformed the average total
return of 5.92% for all Florida intermediate municipal bond funds for the same
period, according to Lipper Analytical Services.
As discussed above in our commentary on the Florida Portfolio, any rebound in
economic activity is likely to result in a return to higher interest rates.
Accordingly, we are taking a more cautious approach to structuring the
interest-rate sensitivity of the Portfolio. Relative stability of principal is
an important consideration for this fund, which is positioned in the five- to
10-year intermediate maturity range. In this regard, we are placing emphasis on
higher coupon issues trading at a premium to their face value. Such bonds will
decline less in price than current coupon or market discount bonds should the
economy rebound and cause a rise in interest rates. In addition, the maturities
of holdings are effectively shorter than their stated maturity date, which
serves to further reduce the Portfolio's interest-rate sensitivity. Examples of
such issues are bonds priced to a call date earlier than maturity, bonds with
sinking funds designed to retire a portion of the issue prior to maturity, and
housing bonds that are subject to early call from prepayments on mortgages.
We thank you for your investment in the Portfolios and your continued confidence
in our investment management.
Sincerely,
/s/Heath B. McLendon /s/Peter M. Coffey
Heath B. McLendon Peter M. Coffey
Chairman and Vice President and
Chief Executive Officer Investment Officer
April 28, 1995
3
<PAGE>203
Smith Barney Muni Funds
Florida Limited Term Portfolio
- --------------------------------------------------------------------------------
Historical Performance -- Class A Shares
- --------------------------------------------------------------------------------
Net Asset Value
-----------------
Beginning End of Income Capital Gain Total
Year Ended of Year Year Dividends Distributions Returns(1)
================================================================================
3/31/95 $6.44 $6.56 $0.33 $0.00 7.17%
- --------------------------------------------------------------------------------
Inception* - 3/31/94 6.50 6.44 0.24 0.00 2.74
================================================================================
Total $0.57 $0.00
================================================================================
- --------------------------------------------------------------------------------
Historical Performance -- Class C Shares
- --------------------------------------------------------------------------------
Net Asset Value
-----------------
Beginning End of Income Capital Gain Total
Year Ended of Year Year Dividends Distributions Returns(1)
================================================================================
3/31/95 $6.43 $6.55 $0.31 $0.00 6.84%
- --------------------------------------------------------------------------------
Inception* - 3/31/94 6.51 6.43 0.23 0.00 2.17
================================================================================
Total $0.54 $0.00
================================================================================
It is the Fund's policy to distribute dividends monthly and capital gains, if
any, annually.
4
<PAGE>204
Smith Barney Muni Funds
Florida Limited Term Portfolio
- --------------------------------------------------------------------------------
Average Annual Total Return
- --------------------------------------------------------------------------------
Without Sales Charge (1)
------------------------------
Class A Class C
================================================================================
Year Ended 3/31/95 7.17% 6.84%
- --------------------------------------------------------------------------------
Inception* through 3/31/95 5.12 4.70
- --------------------------------------------------------------------------------
With Sales Charge (2)
------------------------------
Class A Class C
================================================================================
Year Ended 3/31/95 5.05% 5.84%
- --------------------------------------------------------------------------------
Inception* through 3/31/95 4.05 4.70
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Cumulative Total Return
- --------------------------------------------------------------------------------
Without Sales Charge (1)
------------------------
Class A (Inception* through 3/31/95) 10.11%
- --------------------------------------------------------------------------------
Class C (Inception* through 3/31/95) 9.15
- --------------------------------------------------------------------------------
(1) Assumes reinvestment of all dividends and capital gain distributions at net
asset value and does not reflect deduction of the applicable sales charge
with respect to Class A shares or the applicable contingent deferred sales
charges ("CDSC") with respect to Class C shares.
(2) Assumes reinvestment of all dividends and capital gain distributions at net
asset value. In addition, Class A shares reflect the deduction of the
maximum initial sales charge of 2.00% and Class C shares reflect the
deduction of a 1.00% CDSC which applies if shares are redeemed within the
first year of purchase.
* Inception dates for Class A and C shares are April 27, 1993 and May 4,
1993, respectively.
5
<PAGE>205
Smith Barney Muni Funds
Florida Limited Term Portfolio
- --------------------------------------------------------------------------------
Historical Performance
- --------------------------------------------------------------------------------
Growth of $10,000 Invested in Class A Shares of the
Florida Limited Term Portfolio vs. Lehman
10 Year General Obligation Index+
(unaudited)
- --------------------------------------------------------------------------------
April 1993 -- March 1995
[Presented as a line graph in the printed report]
LEHMAN
10 YEAR
FLORIDA GENERAL
LIMITED OBLIGATION
DATE TERM INDEX
- ---- ------- -----
4/27/93 9,800.00 10,000.00
6/93 9,980.92 10,322.96 1.77%
9/93 10,313.99 10,703.56 1.25%
12/93 10,467.48 10,864.82 2.11%
3/94 10,072.80 10,265.13 -3.68%
6/94 10,184.00 10,416.91 -0.55%
9/94 10,296.90 10,484.42 -1.42%
12/94 10,139.70 10,318.53 1.80%
3/95 10,780.00 11,032.31 1.35%
+ Hypothetical illustration of $10,000 invested in Class A shares at
inception on April 27, 1993, assuming deduction of the maximum 2.00% sales
charge at the time of investment and reinvestment of dividends (after
deduction of sales charges, if any) and capital gains (at net asset value)
through March 31, 1995. The Index is unmanaged and is not subject to the
same management and trading expenses of a mutual fund. The performance of
the Portfolio's other classes may be greater or less than the Class A
shares' performance indicated on this chart, depending on whether greater
or lesser sales charges and fees were incurred by shareholders investing in
the other classes.
All figures represent past performance and are not a guarantee of future
results. Investment returns and principal value will fluctuate, and
redemption values may be more or less than the original cost. No adjustment
has been made for shareholder tax liability on dividends or capital gains.
6
<PAGE>206
Smith Barney Muni Funds
Florida Portfolio
- --------------------------------------------------------------------------------
Historical Performance -- Class A Shares
- --------------------------------------------------------------------------------
Net Asset Value
-----------------
Beginning End of Income Capital Gain Total
Year Ended of Year Year Dividends Distributions Returns(1)
================================================================================
3/31/95 $12.82 $12.89 $0.76 $0.00 6.77%
- --------------------------------------------------------------------------------
3/31/94 13.21 12.82 0.77 0.00 2.75
- --------------------------------------------------------------------------------
3/31/93 12.32 13.21 0.80 0.01 14.21
- --------------------------------------------------------------------------------
Inception*-3/31/92 12.00 12.32 0.70 0.00 8.70
================================================================================
Total $3.03 $0.01
================================================================================
- --------------------------------------------------------------------------------
Historical Performance -- Class B Shares
- --------------------------------------------------------------------------------
Net Asset Value
-----------------
Beginning End of Income Capital Gain Total
Year Ended of Year Year Dividends Distributions Returns(1)
================================================================================
Inception*-3/31/95 $11.91 $12.89 $0.29 $0.00 10.77%
================================================================================
- --------------------------------------------------------------------------------
Historical Performance -- Class C Shares
- --------------------------------------------------------------------------------
Net Asset Value
-----------------
Beginning End of Income Capital Gain Total
Year Ended of Year Year Dividends Distributions Returns(1)
================================================================================
3/31/95 $12.81 $12.89 $0.67 $0.00 6.12%
- --------------------------------------------------------------------------------
3/31/94 13.20 12.81 0.68 0.00 2.05
- --------------------------------------------------------------------------------
Inception*-3/31/93 12.86 13.20 0.18 0.00 4.05
================================================================================
Total $1.53 $0.00
================================================================================
It is the Fund's policy to distribute dividends monthly and capital gains, if
any, annually.
7
<PAGE>207
Smith Barney Muni Funds
Florida Portfolio
- --------------------------------------------------------------------------------
Average Annual Total Return
- --------------------------------------------------------------------------------
Without Sales Charge (1)
---------------------------------------
Class A Class B Class C
================================================================================
Year Ended 3/31/95 6.77% N/A 6.12%
- --------------------------------------------------------------------------------
Inception* through 3/31/95 8.03 10.77% 5.50
- --------------------------------------------------------------------------------
With Sales Charge (2)
---------------------------------------
Class A Class B Class C
================================================================================
Year Ended 3/31/95 2.53% N/A 5.12%
- --------------------------------------------------------------------------------
Inception* through 3/31/95 6.93 6.27% 5.50
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Cumulative Total Return
- --------------------------------------------------------------------------------
Without Sales Charge (1)
------------------------
Class A (Inception* through 3/31/95) 36.16%
- --------------------------------------------------------------------------------
Class B (Inception* through 3/31/95) 10.77
- --------------------------------------------------------------------------------
Class C (Inception* through 3/31/95) 12.69
- --------------------------------------------------------------------------------
(1) Assumes reinvestment of all dividends and capital gain distributions at net
asset value and does not reflect deduction of the applicable sales charge
with respect to Class A shares or the applicable contingent deferred sales
charges ("CDSC") with respect to Class B and Class C shares.
(2) Assumes reinvestment of all dividends and capital gain distributions at net
asset value. In addition, Class A shares reflect the deduction of the
maximum initial sales charge of 4.00%; Class B shares reflect the deduction
of a 4.50% CDSC, which applies if shares are redeemed less than one year
from initial purchase. This CDSC declines by 0.50% the first year after
purchase and by 1.00% per year thereafter until no CDSC is incurred. Class
C shares reflect the deduction of a 1.00% CDSC which applies if shares are
redeemed within the first year of purchase.
* Inception dates for Class A, B and C shares are April 2, 1991, November 16,
1994 and January 5, 1993, respectively.
8
<PAGE>208
Smith Barney Muni Funds
Florida Portfolio
- --------------------------------------------------------------------------------
Historical Performance
- --------------------------------------------------------------------------------
Growth of $10,000 Invested in Class A Shares of
the Florida Portfolio vs. Lehman Long Bond Index+
(unaudited)
- --------------------------------------------------------------------------------
April 1991 -- March 1995
[Presented as a line graph in the printed report]
LEHMAN
LONG BOND
DATE FLORIDA INDEX
- ---- ------- -----
4/2/91 9,600.00 10,000.00
3/92 10,409.59 11,138.77 0.25%
3/93 11,857.00 12,768.26 -1.20%
3/94 12,156.30 12,914.69 -5.97%
3/95 12,961.00 14,080.80 1.20%
+ Hypothetical illustration of $10,000 invested in Class A shares at
inception on April 2, 1991, assuming deduction of the maximum 4.00% sales
charge at the time of investment and reinvestment of dividends (after
deduction of sales charges, if any) and capital gains (at net asset value)
through March 31, 1995. The Index is unmanaged and is not subject to the
same management and trading expenses of a mutual fund. The performance of
the Portfolio's other classes may be greater or less than the Class A
shares' performance indicated on this chart, depending on whether greater
or lesser sales charges and fees were incurred by shareholders investing in
the other classes.
All figures represent past performance and are not a guarantee of future
results. Investment returns and principal value will fluctuate, and
redemption values may be more or less than the original cost. No adjustment
has been made for shareholder tax liability on dividends or capital gains.
9
<PAGE>209
Smith Barney Muni Funds
- -------------------------------------------------------------------------------
Schedules of Investments March 31, 1995
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FLORIDA LIMITED TERM PORTFOLIO
FACE
AMOUNT RATING SECURITY VALUE
===================================================================================================
<C> <C> <S> <C>
Education -- 5.8%
$500,000 AAA Dade County School Board COP (G. Holmes Braddock Sr.
High School), MBIA-Insured, 5.125% due 8/1/03 $ 494,375
600,000 AAA Hillsborough County School Board COP, MBIA-Insured,
5.50% due 7/1/04 606,750
- ---------------------------------------------------------------------------------------------------
1,101,125
- ---------------------------------------------------------------------------------------------------
Escrowed to Maturity (e) -- 22.8%
710,000 AAA Altamonte Springs Health Facility Authority Hospital Revenue
Adventist Health System, (Escrowed to Maturity with U.S.
Government Securities), 13.00% due 10/1/01 894,600
300,000 AAA Cape Coral Health Facility Authority Hospital Revenue,
(Escrowed to Maturity with U.S. Government Securities),
8.125% due 11/1/08 352,500
400,000 AAA Escambia County Housing Finance Authority Multi-Family Revenue,
Genesis Health Series A, (Escrowed to Maturity with
U.S. Government Securities), zero coupon due 4/15/01 269,500
170,000 AAA Jacksonville Health Facilities Authority Revenue, St. Catherine
Laboure Manor, Inc., (Escrowed to Maturity with U.S. Government
Securities), 9.125% due 1/1/03 199,325
165,000 AAA Jacksonville Health Facilities Authority Revenue, St. Vincents
Medical Center, Inc., (Escrowed to Maturity with U.S.
Government Securities), 9.125% due 1/1/03 190,369
465,000 AAA Orange County Health Facility Authority Revenue, Southern
Adventist Hospital, (Escrowed to Maturity with U.S. Government
Securities), 8.75% due 10/1/09 579,506
415,000 AAA Palm Beach County Health Facility Authority Revenue,
John F. Kennedy Memorial Hospital, Inc.,
(Escrowed to Maturity with U.S. Government Securities),
9.50% due 8/1/13 549,875
670,000 AAA Palm Beach Solid Waste Authority Revenue, (Escrowed to
Maturity with U.S. Government Securities), MBIA-Insured,
10.00% due 12/1/04 830,800
410,000 Aaa* Virgin Islands Territory GO, (Escrowed to Maturity with U.S.
Government Securities), 8.00% due 3/1/98 446,900
- ---------------------------------------------------------------------------------------------------
4,313,375
- ---------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Financial Statements.
10
<PAGE>210
Smith Barney Muni Funds
- --------------------------------------------------------------------------------
Schedules of Investments (continued) March 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FLORIDA LIMITED TERM PORTFOLIO
FACE
AMOUNT RATING SECURITY VALUE
===================================================================================================
<C> <C> <S> <C>
General Obligation -- 2.6%
$ 475,000 A+ Guam Government Limited Obligation Revenue, Series A,
LOC Fuji Bank, 7.00% due 11/15/04 $ 499,938
- ---------------------------------------------------------------------------------------------------
Hospital -- 15.1%
685,000 BAA Bay County Hospital Systems Revenue Refunding,
Bay Medical Center Project, 6.875% due 10/1/99 703,838
1,000,000 BAA1 Bradford County Health Facilities Authority Revenue Refunding,
Sante Fe Healthcare Facility, 6.00% due 11/15/09 936,250
725,000 A1 Brevard County Health Facilities Authority Revenue, Hospital-
Holmes Regulated Medical Center Project, 5.40%, due 10/1/03 708,687
500,000 A- Palm Beach County Health Facilities Authority Revenue, Good
Samaritan Health Systems, 5.70% due 10/1/02 496,250
- ---------------------------------------------------------------------------------------------------
2,845,025
- ---------------------------------------------------------------------------------------------------
Housing: Multi-Family -- 1.6%
300,000 AAA Escambia County, HFA Multi-Family Refunding, Meadow Run
Project, LOC Federal Home Loan Bank of Atlanta, 5.50% due 5/1/03 299,625
- ---------------------------------------------------------------------------------------------------
Housing: Single-Family -- 5.0%
130,000 AAA Duval County HFA Single-Family Mortgage Revenue, Mortgage Backed
Securities Program, GNMA-Collateralized, 8.00% due 6/1/00(a) 134,387
250,000 Aaa* Escambia County Housing Finance Authority Single-Family Mortgage
Revenue, GNMA-Collateralized, 6.15% due 4/1/00 252,500
275,000 AAA Leon County HFA Single-Family Mortgage Revenue Multi-County
Project 84, Series A, MBIA-Collateralized, zero coupon due 3/1/03 130,281
410,000 Aaa* Orange County HFA Single-Family Mortgage Revenue, Mortgage
Backed Securities Program, GNMA/FNMA-Collateralized,
6.10% due 10/1/05 418,713
- ---------------------------------------------------------------------------------------------------
935,881
- ---------------------------------------------------------------------------------------------------
Industrial Development -- 8.7%
500,000 AAA City of Miami IDR Refunding, Bayside Center Project, FGIC-Insured,
5.25% due 7/1/03 498,750
735,000 BBB Collier County Pine Ridge Industrial Park & Naples Production
Park, Municipal Service Taxing & Benefit Unit Special Assessment
Bond, Series 93, 5.20% due 11/1/01 722,137
400,000 AAA Osceola County IDA Community Provider Pooled Loan Program,
Series A, CGIC-Insured, 7.50% due 7/1/02 420,500
- ---------------------------------------------------------------------------------------------------
1,641,387
- ---------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Financial Statements.
11
<PAGE>211
Smith Barney Muni Funds
- --------------------------------------------------------------------------------
Schedules of Investments (continued) March 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FLORIDA LIMITED TERM PORTFOLIO
FACE
AMOUNT RATING SECURITY VALUE
===================================================================================================
<C> <C> <S> <C>
Nursing Home -- 5.2%
$ 600,000 BBB+ Collier County Health Facilities Authority Revenue Refunding,
The Moorings Inc. Project, 6.125% due 12/1/06 $ 588,750
400,000 Baa1* Jacksonville Health Facilities Authority Development Revenue,
National Benevolent Association Cypress Village Program,
6.00% due 12/1/03 388,500
- ---------------------------------------------------------------------------------------------------
977,250
- ---------------------------------------------------------------------------------------------------
Pollution Control -- 3.0%
530,000 A Broward County Resource Recovery Revenue, Broward Waste
Energy-LP North, 7.95% due 12/1/08 573,725
- ---------------------------------------------------------------------------------------------------
Public Facilities -- 2.6%
500,000 AAA Pembroke Pines Public Improvement Revenue, AMBAC-Insured,
5.00% due 10/1/02 (d) 491,250
- ---------------------------------------------------------------------------------------------------
Short-Term (b) -- 3.2%
600,000 AAA Jacksonville Health Facility, Baptist Medical Center Series 93
MBIA-Insured, VRDD, 4.15% due 6/1/08 600,000
- ---------------------------------------------------------------------------------------------------
Solid Waste -- 3.7%
715,000 A Brevard County Solid Waste Disposal System Revenue,
5.20% due 4/1/04 690,869
- ---------------------------------------------------------------------------------------------------
Tax Allocation -- 7.6%
1,000,000 BBB Miami Beach Redevelopment Agency Tax Increment Revenue, City
Center Historic Convention Village, 5.10% due 10/1/04 926,250
500,000 AAA Orange County Tourist Development Tax Revenue Refunding,
Series A, MBIA-Insured, 5.40% due 10/1/04 502,500
- ---------------------------------------------------------------------------------------------------
1,428,750
- ---------------------------------------------------------------------------------------------------
Transportation-- 13.1%
320,000 AA Dade County Aviation Revenue Refunding, Series Y, 5.125%
due 10/1/03 318,000
1,050,000 A+ Dunes Community Development District Revenue Refunding,
Intracoastal Waterway Bridge, 5.20% due 10/1/02 1,036,875
700,000 BBB Escambia County Road Improvement Revenue, Series A, 5.25%
due 1/1/04 665,875
460,000 AAA Jacksonville Port Authority Airport Revenue Refunding,
AMBAC-Insured, 5.20% due 10/1/03(a) 452,525
- ---------------------------------------------------------------------------------------------------
2,473,275
- ---------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS -- 100% (Cost -- $18,822,690) (f) $18,871,475
===================================================================================================
</TABLE>
See page 19 for full footnote disclosures.
See Notes to Financial Statements.
12
<PAGE>212
Smith Barney Muni Funds
- --------------------------------------------------------------------------------
Schedules of Investments (continued) March 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FLORIDA PORTFOLIO
FACE
AMOUNT RATING SECURITY VALUE
===================================================================================================
<C> <C> <S> <C>
Education -- 1.8%
$1,500,000 AAA Hillsborough County School Board, COP, MBIA-Insured,
6.00% due 7/1/2 $ 1,500,000
460,000 AA- Pensacola Junior College Foundation, Education Facility Revenue,
LOC Bank of Tokyo, 7.125% due 7/1/09 475,525
- ---------------------------------------------------------------------------------------------------
1,975,525
- ---------------------------------------------------------------------------------------------------
Escrowed to Maturity (e) -- 5.0%
Escambia County HFA Multi-Family Housing Revenue (Genesis
Healthcare) (Escrowed to Maturity with REFCO Strips):
400,000 AAA Coupon Custodial Receipts of the County, zero coupon
due 10/15/14 102,500
3,000,000 AAA Principal Custodial Receipts, zero coupon due 10/15/18 573,750
1,500,000 Water and Sewer District IV Revenue, 7.30% due 1/1/15 1,698,750
385,000 AAA Florida State Community Service Suburban Utilities (Escrowed to
Maturity with U.S. Government Securities), 8.125% due 10/1/98 412,913
1,500,000 AAA Gainesville Utility System Revenue (Escrowed to Maturity with
U.S. Government Securities), 8.125% due 10/1/14 1,861,875
680,000 AAA Palm Beach County HFA, John F. Kennedy Memorial Hospital Inc.
Project, Series C, (Escrowed to Maturity with U.S. Government
Securities), 9.50% due 8/1/13 901,000
- ---------------------------------------------------------------------------------------------------
5,550,788
- ---------------------------------------------------------------------------------------------------
Finance -- 0.5%
500,000 AAA Gulf Breeze Local Government Revenue, FGIC-Insured,
7.75% due 12/1/15 561,250
- ---------------------------------------------------------------------------------------------------
Government Facilities -- 0.9%
1,000,000 A1* Florida State Department of Corrections, COP, 6.00% due 3/1/14 986,250
- ---------------------------------------------------------------------------------------------------
General Obligation -- 4.7%
1,000,000 AA Florida State Broward County,10.00% due 7/1/14 1,443,750
485,000 AA Florida State Board of Education Capital Outlay Refunding,
Series A, 7.25% due 6/1/23(d) 527,437
1,000,000 BBB Guam Government GO, Series A, 5.375% due 11/15/13 878,750
Puerto Rico Commonwealth:
1,500,000 AAA 5.00% due 7/1/21 1,290,000
1,000,000 A 6.50% due 7/1/23 1,021,250
- ---------------------------------------------------------------------------------------------------
5,161,187
- ---------------------------------------------------------------------------------------------------
Hospital -- 22.3%
Alachua County Health Facilities Authority Revenue
Santa Fe Healthcare Facilities Project:
1,000,000 BBB+ 6.00% due 11/15/09 941,250
1,000,000 BBB+ 7.60% due 11/15/13 1,050,000
</TABLE>
See Notes to Financial Statements.
13
<PAGE>213
Smith Barney Muni Funds
- --------------------------------------------------------------------------------
Schedules of Investments (continued) March 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FLORIDA PORTFOLIO
FACE
AMOUNT RATING SECURITY VALUE
===================================================================================================
<C> <C> <S> <C>
Hospital -- 22.3% (continued)
$1,500,000 Baa* Bay County Hospital Revenue, Bay County Medical Center Project,
8.00% due 11/15/12 $ 1,590,000
2,355,000 AAA Dade County IDR Refunding Susanna
Wesley, FHA-Insured, 6.625% due 7/1/30 2,393,268
Escambia County Health Facilities Authority Revenue:
1,000,000 BBB+ Baptist Hospital Inc. & Baptist Manor Inc. Guaranteed,
6.75% due 10/1/14 997,500
1,000,000 BBB+ Series A, Baptist Hospital Inc. Guaranteed, Series A, 6.00%
due 10/1/14 915,000
2,000,000 AA+ Jacksonville Health Facilities Authority
Hospital Revenue, St. Luke's Hospital, FHA-Insured,
7.125% due 11/15/20 2,120,000
1,000,000 Baa1* Leesburg Hospital Revenue Leesburg Regional Medical
Center, 5.70% due 7/1/18 870,000
Lee County Hospital Board of Directors, Hospital Revenue Bonds -
Lee Memorial Hospital Project:
1,000,000 AAA 91 Series A, INFLOS, MBIA-Insured, 8.861% due 4/1/20(c) 1,071,250
2,000,000 AAA MBIA-Insured, 6.35% due 4/1/20 2,047,500
Orange County Health Facilities Authority Hospital Revenue Bonds:
1,500,000 AAA Adventist Health Systems, CGIC-Insured, FAIRS, 6.55% due
11/15/07(c) 1,496,250
2,000,000 AAA RIBS Linked, MBIA-Insured, 6.274% due
10/29/21(c) 2,047,500
1,000,000 AAA Series 1991B (Adventist Health
Systems/Sunbelt Inc.), CGIC-Insured, 6.75% due 11/15/21 1,047,500
799,000 AAA Osceola County IDA Revenue (Community Provider Pooled Loan
Program), CGIC-Insured, 7.75% due 7/1/10 834,955
1,000,000 Aa* Pensacola Health Facilities Authority, 5.25% due 1/1/11 920,000
1,030,000 BBB- Pinellas County Health Facilities Authority,
Sun Coast Health System Revenue, Sun Coast
Hospital Guaranteed, Series A, 8.50% due 3/1/20(d) 1,053,175
350,000 BBB+ Santa Rosa County Health Facilities Authority Revenue
Refunding, Gulf Breeze Hospital Inc., Series A, Gulf
Breeze Hospital Guaranteed, 6.20% due 10/1/14 322,875
1,000,000 AAA South Broward Hospital District Revenue Bonds, RIBS,
Series 1991C, AMBAC-Insured, 8.70% due 5/13/21(c) 1,072,500
2,000,000 A* Venice Health Facilities Revenue Bonds,
Series 1994, Venice Hospital Inc. Guaranteed, 6.00% due 12/1/14 1,922,500
- ---------------------------------------------------------------------------------------------------
24,713,023
- ---------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Financial Statements.
14
<PAGE>214
Smith Barney Muni Funds
- --------------------------------------------------------------------------------
Schedules of Investments (continued) March 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FLORIDA PORTFOLIO
FACE
AMOUNT RATING SECURITY VALUE
===================================================================================================
<C> <C> <S> <C>
Housing: Multi-Family -- 5.0%
Broward County HFA Multi-Family Housing Revenue:
$1,000,000 AA- Southern Pointe Apartments Project, Surety Bond-Continental
Casualty, 9.70% mandatory tender 11/1/95(d) $ 1,025,000
1,000,000 A+ Waterford Park Project, Series 1991, Policy of Indemnity
Commercial Union Assurance Co. PLC Reinsured by
Trygg-Hansa Insurance Co. of Sweden, 7.20% mandatory
tender 5/1/94 1,035,000
1,250,000 AA- Waters Edge Apartments Project, Surety Bond-Continental
Casualty, 9.70% mandatory tender 11/1/95(d) 1,281,250
1,000,000 AAA Oceanside Housing Development Corporation, Multi-Family
Housing and Funding, FHA-Insured, 6.875% due 2/1/20 1,037,500
1,095,000 AAA Southwest Housing Development Corporation, Multi-Family
Housing Revenue Refunding, FHA-Insured, 6.875% due 2/1/20 1,126,481
- ---------------------------------------------------------------------------------------------------
5,505,231
- ---------------------------------------------------------------------------------------------------
Housing: Single-Family -- 6.5%
1,355,000 A1 Broward County HFA Revenue Home Mortgage, VEREX Mortgage
Insurance, GNMA-Collaterized, Series A, zero coupon
due 4/1/14 196,475
1,000,000 Aaa* Broward County HFA Revenue Home Mortgage, 6.65% due
8/1/21(a) 1,001,250
135,000 Aaa* Clay County HFA Single-Family Mortgage Revenue, Series A,
Investment Agreement with AIG/GNMA-Collateralized,
8.00% due 12/1/12(a) 142,932
Dade County HFA Single-Family Mortgage Revenue:
355,000 Aaa* Series B, GNMA-FNMA-Collateralized, 7.25% due 9/1/23(a) 367,869
35,000 Aaa* Series E, GNMA-Collateralized, 7.00% due 3/1/24 36,050
475,000 AAA Duval County HFA Single-Family Mortgage Revenue,
GNMA-Collateralized, 8.50% due 9/1/19(a) 500,531
305,000 Aaa* Escambia County HFA Single-Family Mortgage Revenue,
GNMA-Collateralized, 7.80% due 4/1/22(a) 324,825
Florida HFA:
180,000 Aaa* Home Ownership Revenue, GNMA-Collateralized,
7.80% due 9/1/10(a) 192,150
1,990,000 AA Residential Mortgage Series 1, GEMICO Mortgage Insurance,
zero coupon due 11/1/12(d) 350,738
440,000 Aaa* Hillsborough County HFA Single-Family Mortgage Revenue,
Series A5, GNMA-Collateralized, 7.70% due 4/1/23(a) 465,850
505,000 Aaa* Palm Beach HFA Single-Family Mortgage Revenue Bonds,
Series 1991 A, GNMA-Collateralized, 7.875% due 4/1/23(a) 514,468
800,000 Aaa* Pinellas County HFA Single-Family Mortgage Revenue, 6.55%
due 8/1/27(a) 803,000
</TABLE>
See Notes to Financial Statements.
15
<PAGE>215
Smith Barney Muni Funds
- --------------------------------------------------------------------------------
Schedules of Investments (continued) March 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FLORIDA PORTFOLIO
FACE
AMOUNT RATING SECURITY VALUE
===================================================================================================
<C> <C> <S> <C>
Housing: Single-Family -- 6.5% (continued)
$1,200,000 BBB Puerto Rico Housing Bank & Finance Agency Single-Family
Mortgage, 7.50% due 12/1/06 $ 1,309,500
1,000,000 Aaa* Virgin Islands HFA
Single-Family Mortgage, 6.50% due 3/1/25 995,000
- ---------------------------------------------------------------------------------------------------
7,200,638
- ---------------------------------------------------------------------------------------------------
Industrial Development -- 0.4%
550,000 BBB Collier County, Pine Ridge Industrial Park & Naples Production Park
Municipal Service Taxing & Benefit Unit, Special Assistance Bonds,
Series 1993, 5.60% due 11/1/13 492,250
- ---------------------------------------------------------------------------------------------------
Miscellaneous -- 4.7%
1,000,000 AAA Celebration Community Development District, Special Assessment,
MBIA-Insured, 6.10% due 5/1/16 1,003,750
1,000,000 AAA Jacksonville Capital Improvement-- Gator Bowl Project,
AMBAC-Insured, 6.00% due 10/1/25 988,750
1,200,000 North Springs Improvement District, MBIA-Insured, 7.00%
due 10/1/09 1,360,500
1,745,000 BBB Tampa Capital Improvement Program, Series B, 8.375% due 10/1/18 1,843,157
- ---------------------------------------------------------------------------------------------------
5,196,157
- ---------------------------------------------------------------------------------------------------
Nursing Home -- 2.2%
1,000,000 A1* Broward County Health Facilities Authority Revenue Refunding,
County Nursing Home, LOC Allied Irish Banks Ltd.,
7.50% due 8/15/20(d) 1,071,250
750,000 Baa1* Jacksonville Health Facilities Authority Development Revenue,
National Benevolent Association, Cypress Hill Village Program,
6.40% due 12/1/16 705,000
650,000 AAA Jacksonville, Florida Methodist Hospital, 10.00% due 12/1/05 712,563
- ---------------------------------------------------------------------------------------------------
2,488,813
- ---------------------------------------------------------------------------------------------------
Pollution Control -- 5.1%
2,000,000 A+ Citrus County Pollution Control Refunding, Florida Power
Corporation, Crystal River, 6.625% due 1/1/27 2,070,000
2,000,000 Baa1* Escambia County, Florida Pollution Control Revenue, Champion
International, 6.90% due 8/1/22 2,035,000
1,390,000 BBB- Putnam County Development Authority PCR, Georgia
Pacific Corp. 1984, 7.00% due 12/1/05 1,490,775
- ---------------------------------------------------------------------------------------------------
5,595,775
- ---------------------------------------------------------------------------------------------------
Power -- 4.3%
1,265,000 Aa1* Jacksonville Electric Authority Revenue Refunding, St. John's
River Power Park Services Refunding, 6.90% due 10/1/13 1,336,156
</TABLE>
See Notes to Financial Statements.
16
<PAGE>216
Smith Barney Muni Funds
- --------------------------------------------------------------------------------
Schedules of Investments (continued) March 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FLORIDA PORTFOLIO
FACE
AMOUNT RATING SECURITY VALUE
===================================================================================================
<C> <C> <S> <C>
Power -- 4.3% (continued)
$1,000,000 A+ Pinellas County Pollution Control Revenue, Florida Power
Corporation, Anclote & Bartlow Plants Project,
7.20% due 12/1/14 $ 1,075,000
2,000,000 AAA Port Everglades Florida Port Improvement, 7.125% due 11/1/16 2,347,500
- ---------------------------------------------------------------------------------------------------
4,758,656
- ---------------------------------------------------------------------------------------------------
Pre-Refunded (e) -- 13.4%
1,000,000 AAA Broward County School Board COP, Series A, MBIA-Insured,
(Escrowed with U.S. Government Securities to 7/1/00
Call @ 102), 7.125% due 7/1/10 1,112,500
1,750,000 AAA Charlotte County Hospital Revenue, Bon Secours
Health (St. Joseph's) Series A, (Escrowed with U.S.
Government Securities to 8/15/98 Call @ 102),
8.25% due 8/15/18 1,960,000
1,060,000 AAA Dunedin Hospital Revenue, Mease Health Care, MBIA-Insured,
(Escrowed with U.S. Government Securities to 11/15/01
Call @ 102), 6.75% due 11/15/11 1,175,275
1,365,000 AAA Edgewater Water & Sewer Authority, MBIA-Insured,
(Escrowed with U.S. Government Securities to 10/1/01
Call @ 102), 7.00% due 10/1/21 1,530,506
1,105,000 AAA Florida State Pollution Control, Series X, (Escrowed with
U.S. Government Securities to 7/1/01 Call @ 101),
6.40% due 7/1/09 1,185,113
515,000 AAA Florida State Board of Education Capital Outlay Refunding,
Series A, (Escrowed with U.S. Government Securities to
6/1/00 Call @ 102), 7.25% due 6/1/23 (d) 574,869
1,000,000 AAA Florida State Turnpike Authority Revenue, AMBAC-Insured,
(Escrowed with U.S. Government Securities to 7/1/01
Call @ 102), 7.20% due 7/1/11 1,128,750
1,050,000 AAA Fort Pierce Utilities Authority Revenue Refunding,
AMBAC-Insured, (Escrowed with U.S. Government
Securities to 10/1/01 Call @ 102), 6.50% due 10/1/16 1,148,438
1,000,000 AAA Lee County Capital & Transportation Facilities Revenue Bonds,
Series 1991, MBIA-Insured, (Escrowed with U.S. Government
Securities to 10/1/00 Call @ 102), 6.50% due 10/1/21 1,086,250
1,000,000 AAA Miami Sports & Exhibition Authority Special Obligation
Refunding, FGIC-Insured, (Escrowed with U.S. Government
Securities to 10/1/00 Call @ 102), 7.20% due 10/1/20 1,111,250
835,000 AAA Pinellas County Health Facilities Authority, Sun Coast Health
System Revenue, Sun Coast Hospital Guaranteed, Series A,
(Escrowed with U.S. Government Securities to 3/1/00
Call @ 102), 8.50% due 3/1/20 (d) 972,775
</TABLE>
See Notes to Financial Statements.
17
<PAGE>217
Smith Barney Muni Funds
- --------------------------------------------------------------------------------
Schedules of Investments (continued) March 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FLORIDA PORTFOLIO
FACE
AMOUNT RATING SECURITY VALUE
===================================================================================================
<C> <C> <S> <C>
Pre-Refunded (e) -- 13.4% (continued)
$1,500,000 AAA Port of Orange Water & Sewer Revenue, (Escrowed with U.S.
Government Securities to 4/1/01 Call @ 24.4), zero coupon
due 10/1/21 $ 268,125
1,000,000 AAA St. Lucie County Sales Tax Revenue, FGIC-Insured,
(Escrowed with U.S. Government Securities to 10/1/02
Call @ 102), 6.50% due 10/1/22 1,100,000
445,000 AAA Volusia County Airport System Revenue, Daytona Beach Regional
Airport, MBIA-Insured, (Escrowed with U.S. Government
Securities to 10/1/00 Call @ 102), 7.00% due 10/1/21(a) 490,613
- ---------------------------------------------------------------------------------------------------
14,844,464
- ---------------------------------------------------------------------------------------------------
Short-Term (b) -- 0.1%
100,000 AAA Jacksonville Health Facilities Baptist Medical Series 93,
4.25% Due 6/1/08 100,000
- ---------------------------------------------------------------------------------------------------
Solid Waste -- 4.4%
2,050,000 A Broward County Resource Recovery Revenue, Broward Waste
Energy North Project, 7.95% due 12/1/08(d) 2,219,125
1,000,000 AAA Lee County Solid Waste, MBIA-Insured, 7.00% due 10/1/11(a) 1,073,750
1,500,000 A St. Lucie County Solid Waste Disposal Revenue Bonds,
Florida Power & Light Co. Project, 7.15% due 2/1/23(a) 1,576,875
- ---------------------------------------------------------------------------------------------------
4,869,750
- ---------------------------------------------------------------------------------------------------
Tax Allocation -- 1.6%
2,000,000 BBB Miami Beach Redevelopment Agency Tax Increment Revenue,
City Center Historic Convention Village, 5.875% due 12/1/22(a) 1,782,500
- ---------------------------------------------------------------------------------------------------
Transportation -- 6.0%
Dade County Avaition Facilities Revenue Bonds:
1,000,000 AAA Series B, 6.00% due 10/1/24(a) 971,250
1,250,000 Aa* Series U, 6.75% due 10/1/06(a) 1,317,188
1,500,000 AA- Ocean Highway and Port Authority, Nassau County, Adjustable
Demand Revenue Bonds, Series 1990, LOC ABN Ambro Bank NV,
6.25% mandatory tender 12/1/02(a) 1,580,625
1,500,000 AA- Port Everglades Authority, Port
Improvement Revenue Refunding, FSA-Insured, 5.00%
due 9/1/16 1,305,000
1,355,000 AAA Volusia County Airport System Revenue, Daytona Beach Regional
Airport, MBIA-Insured, 7.00% due 10/1/21(a) 1,434,605
- ---------------------------------------------------------------------------------------------------
6,608,668
- ---------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Financial Statements.
18
<PAGE>218
Smith Barney Muni Funds
- --------------------------------------------------------------------------------
Schedules of Investments (continued) March 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FLORIDA PORTFOLIO
FACE
AMOUNT RATING SECURITY VALUE
===================================================================================================
<C> <C> <S> <C>
Utilities -- 6.8%
Escambia County Utility System Authority Revenue Bonds,
$3,000,000 AAA Series B, FGIC-Insured, 6.25 due 1/1/15 $ 3,078,750
1,350,000 BBB Guam Power Authority Revenue Series A, 6.75% due 10/1/24 1,353,375
1,000,000 AAA Martin County Conservation Utilities System FGIC-Insured,
6.00% due 10/1/24 997,500
1,000,000 BBB Martin County Industrial Development Authority Indiantown,
7.875% due 12/15/25 1,067,500
1,000,000 Aa1* Orlando Utility Commission Water & Electric Revenue Refunding,
6.00% due 10/1/10 1,021,250
- ---------------------------------------------------------------------------------------------------
7,518,375
- ---------------------------------------------------------------------------------------------------
Water & Sewer -- 4.3%
1,000,000 AAA Coral Springs Improvement District, Broward County Water and
Sewer Refunding, Series 92, MBIA-Insured, 6.00% due 6/1/10 1,018,750
2,000,000 AAA Seminole County Water & Sewer Refunding & Improvement,
MBIA-Insured, 6.00% due 10/1/12 2,025,000
1,725,000 AAA Titusville Water & Sewer Revenue, Series 94, MBIA-Insured,
6.00% due 10/1/24 1,718,530
- ---------------------------------------------------------------------------------------------------
4,762,280
- ---------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS -- 100% (Cost -- $106,405,261)(f) $110,671,580
===================================================================================================
<FN>
(a) Income from these issues is considered a preference item for purposes of
calculating the alternative minimum tax.
(b) Variable rate obligation payable at par on demand at anytime on no more
than seven days notice.
(c) Residual interest bonds -- coupon varies inversely with level of short-term
tax-exempt interest rates.
(d) Securities segregated by Custodian for open purchase commitment.
(e) Pre-refunded bonds escrowed by U.S. Government Securities and bonds
escrowed to maturity by U.S. Government Securities are considered by
manager to be triple-A rated even if issuer has not applied for new
ratings.
(f) The cost for Federal income tax purposes is substantially the same.
</TABLE>
See page 20 for definition of ratings and certain security descriptions.
See Notes to Financial Statements.
19
<PAGE>219
Smith Barney Muni Funds
- --------------------------------------------------------------------------------
Bond Ratings
- --------------------------------------------------------------------------------
All ratings are by Standard & Poor's Corporation, except those identified by an
asterisk (*) are rated by Moody's Investors Services. The definitions of the
applicable rating symbols are set forth below:
Standard & Poor's -- Ratings from "AA" to "BBB" may be modified by the addition
of a plus (+) or a minus (-) sign to show relative standings within the major
rating categories.
AAA --Debt rated "AAA"' has the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely
strong.
AA --Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the highest rated issue only in a small
degree.
A --Debt rated "A" has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt
in higher rated categories.
BBB --Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher
rated categories.
Moody's --Numerical modifiers 1,2, and 3 may be applied to each generic rating
from "Aa" to `Baa", where 1 is the highest and 3 the lowest rating
within its generic category.
Aaa --Bonds that are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally
referred to as "gilt edge." Interest payments are protected by a large
or by an exceptionally stable margin and principal is secure. While
the various protective elements are likely to change, such changes as
can be visualized are most unlikely to impair the fundamentally strong
position of such issues.
Aa --Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa securities.
A --Bonds that are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment
some time in the future.
Baa --Bonds that are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate for
the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
NR --Indicates that the bond is not rated by Standard & Poor's
Corporation or Moody's Investor's Services.
- --------------------------------------------------------------------------------
Short-Term Securities Ratings
- --------------------------------------------------------------------------------
SP-1 --Standard & Poor's highest rate rating indicating very strong or
strong capacity to pay principal and interest; those issues determined
to possess overwhelming safety characteristics are denoted with a plus
(+) sign.
A-1 --Standard & Poor's highest commercial paper and VRDO rating
indicating that the degree of safety regarding timely payment is
either overwhelming or very strong; those issues determined to possess
overwhelming safety characteristics are denoted with a (+) sign.
VMIG 1 --Moody's highest rating for issues having demand feature --
variable-rate demand obligation (VRDO)
P-1 --Moody's highest rating for commercial paper and for VRDO prior to
the advent of the VMIG 1 rating.
SECURITY DESCRIPTIONS
---------------------
AIG -- American International Guaranty
AMBAC -- AMBAC Indemnity Corporation
CGIC -- Capital Guaranty Insurance Company
COP -- Certificate of Participation
FAIRS -- Floating Adjustable Interest Rate Securities
FGIC -- Financial Guaranty Insurance Company
FHA -- Federal Housing Administration
FHLMC -- Federal Home Loan Mortgage Corporation
FNMA -- Federal National Mortgage Association
FSA -- Financial Security Assurance
GEMICO -- General Electric Mortgage Insurance Company
GIC -- Guaranteed Investment Contract
GNMA -- Government National Mortgage Association
GO -- General Obligation
HFA -- Housing Finance Authority
IDA -- Industrial Development Agency
IDR -- Industrial Development Revenue
INFLOS -- Inverse Floaters
LOC -- Letter of Credit
MBIA -- Municipal Bond Investors Assurance Corporation
PCFA -- Pollution Control Financing Authority
PCR -- Pollution Control Revenue
RIBS -- Residual Interest Bonds
VRDD -- Variable Rate Demand Note
VRWE -- Variable Rate Wednesday Demand
20
<PAGE>220
Smith Barney Muni Funds
- --------------------------------------------------------------------------------
Statements of Assets and Liabilities March 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Florida
Limited Term Florida
Portfolio Portfolio
=====================================================================================================================
<S> <C> <C>
ASSETS:
Investments, at value (Cost -- $18,822,690 and
$106,405,261, respectively) $ 18,871,475 $ 110,671,580
Cash 35,400 --
Receivable for securities sold -- 39,924
Receivable for Fund shares sold -- 385,316
Interest receivable 430,473 2,382,399
- ---------------------------------------------------------------------------------------------------------------------
Total Assets 19,337,348 113,479,219
- ---------------------------------------------------------------------------------------------------------------------
LIABILITIES:
Payable for securities purchased 767,304 884,367
Management fees payable 12,445 42,934
Distribution costs payable 10,835 54,104
Accrued expenses and other liabilities 23,845 33,774
- ---------------------------------------------------------------------------------------------------------------------
Total Liabilities 814,429 1,015,179
- ---------------------------------------------------------------------------------------------------------------------
Total Net Assets $ 18,522,919 $ 112,464,040
=====================================================================================================================
NET ASSETS:
Par value of capital shares $ 2,825 $ 8,722
Capital paid in excess of par value 18,878,596 108,388,908
Undistributed net investment income 107,040 114,089
Accumulated net realized loss on security transactions (514,327) (313,998)
Net unrealized appreciation of investments 48,785 4,266,319
- ---------------------------------------------------------------------------------------------------------------------
Total Net Assets $ 18,522,919 $ 112,464,040
=====================================================================================================================
Shares Outstanding:
Class A 2,329,693 8,354,564
- ---------------------------------------------------------------------------------------------------------------------
Class B -- 154,372
- ---------------------------------------------------------------------------------------------------------------------
Class C 495,367 213,351
- ---------------------------------------------------------------------------------------------------------------------
Net Asset Value:
Class A (and redemption price) $6.56 $12.89
- ---------------------------------------------------------------------------------------------------------------------
Class B* -- $12.89
- ---------------------------------------------------------------------------------------------------------------------
Class C** $6.55 $12.89
- ---------------------------------------------------------------------------------------------------------------------
ClassA Maximum Public Offering Price Per Share (net asset value plus 2.04% and
4.17% of net asset
value per share, respectively) $6.69 $13.43
=====================================================================================================================
<FN>
* Redemption price is NAV of Class B shares reduced by a 4.50% CDSC if shares
are redeemed less than one year from initial purchase. This CDSC declines
by 0.50% the first year after purchase and by 1.00% per year thereafter
until no CDSC is incurred.
** Redemption price is NAV of Class C shares reduced by a 1.00% CDSC which
applies if shares are redeemed within the first year of purchase.
</TABLE>
See Notes to Financial Statements.
21
<PAGE>221
Smith Barney Muni Funds
- --------------------------------------------------------------------------------
Statements of Operations For the Year Ended March 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Florida
Limited Term Florida
Portfolio Portfolio
===================================================================================
<S> <C> <C>
INVESTMENT INCOME:
Interest $1,193,395 $7,108,820
- ----------------------------------------------------------------------------------
EXPENSES:
Management fees (Note 4) 80,664 484,744
Distribution costs (Note 4) 28,865 102,065
Shareholder communications fees 17,000 13,902
Legal and auditing fees 10,000 8,702
Pricing service fees 6,500 15,001
Shareholder servicing agent fees 4,000 22,115
Trustees' fees 4,000 5,100
Custodian fees 3,500 12,001
Registration fees 2,000 14,001
Other 13,500 2,701
- ----------------------------------------------------------------------------------
Total Expenses 170,029 680,332
Less: Management fee waiver 68,219 --
- ----------------------------------------------------------------------------------
Net Expenses 101,810 680,332
- ----------------------------------------------------------------------------------
Net Investment Income 1,091,585 6,428,488
- ----------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized Loss From Security Transactions
(excluding short-term securities):
Proceeds from sales 14,387,299 45,983,968
Cost of securities sold 14,898,365 46,254,610
- ----------------------------------------------------------------------------------
Net Realized Loss (511,066) (270,642)
- ----------------------------------------------------------------------------------
Change in Net Unrealized Appreciation
(Depreciation) of Investments:
Beginning of year (699,517) 3,069,693
End of year 48,785 4,266,319
- ----------------------------------------------------------------------------------
Increase in Net Unrealized Appreciation 748,302 1,196,626
- ----------------------------------------------------------------------------------
Net Gain on Investments 237,236 925,984
- ----------------------------------------------------------------------------------
Increase in Net Assets From Operations $1,328,821 $7,354,472
===================================================================================
</TABLE>
See Notes to Financial Statements.
22
<PAGE>222
Smith Barney Muni Funds
- --------------------------------------------------------------------------------
Statement of Changes in Net Assets For the Years Ended March 31,
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Florida
Limited Term Florida
Portfolio Portfolio
====================================================================================================================================
1995 1994 (a) 1995 1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income $ 1,091,585 $ 772,869 $ 6,428,488 $ 6,384,121
Net realized gain (loss) from
security transactions (511,066) (3,261) (270,642) 6,436
Increase (decrease) in net unrealized
appreciation of investments 748,302 (699,517) 1,196,626 (3,692,047)
- ------------------------------------------------------------------------------------------------------------------------------------
Increase in Net Assets
From Operations 1,328,821 70,091 7,354,472 2,698,510
- ------------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
FROM (NOTE 3):
Net investment income (1,059,373) (698,041) (6,449,732) (6,395,091)
Net realized gain from security
transactions -- -- (5,896) --
- ------------------------------------------------------------------------------------------------------------------------------------
Decrease in Net Assets
From Distributions
to Shareholders (1,059,373) (698,041) (6,455,628) (6,395,091)
- ------------------------------------------------------------------------------------------------------------------------------------
FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares 8,700,699 28,710,862 28,605,984 27,918,314
Net asset value of shares issued for
reinvestment of dividends 509,582 374,671 2,040,050 1,797,671
Cost of shares reacquired (14,454,248) (4,960,145) (29,493,648) (18,499,477)
- ------------------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in
Net Assets From Fund
Share Transactions (5,243,967) 24,125,388 1,152,386 11,216,508
- ------------------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in
Net Assets (4,974,519) 23,497,438 2,051,230 7,519,927
NET ASSETS:
Beginning of year 23,497,438 -- 110,412,810 102,892,883
- ------------------------------------------------------------------------------------------------------------------------------------
End of year* $ 18,522,919 $ 23,497,438 $ 112,464,040 $ 110,412,810
====================================================================================================================================
* Includes undistributed net
investment income of $ 107,040 $ 74,828 $ 114,089 $ 135,333
====================================================================================================================================
<FN>
(a) For the period from April 27, 1993 (commencement of operations) to March
31, 1994.
</TABLE>
See Notes to Financial Statements.
23
<PAGE>223
Smith Barney Muni Funds
- --------------------------------------------------------------------------------
Notes to Financial Statements
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
The Florida Limited Term and Florida Portfolios ("Portfolios") are separate
investment portfolios of the Smith Barney Muni Funds ("Fund"). The Fund is a
Massachusetts business trust registered under the Investment Company Act of
1940, as amended, as a non-diversified, open-end management investment company.
The Fund consists of these two Portfolios and eleven other separate investment
portfolios: California, Georgia, Limited Term, National, New York, New Jersey,
Ohio, Pennsylvania, California Limited Term, New York Money Market and
California Money Market Portfolios. The financial statements and financial
highlights for the other portfolios are presented in separate annual reports.
The significant accounting policies consistently followed by the Fund are:
(a) security transactions are accounted for on trade date; (b) securities are
valued at bid prices provided by an independent pricing service that are based
on transactions in municipal obligations, quotations from municipal bond
dealers, market transactions in comparable securities and various relationships
between securities; short-term securities and securities maturing within 60 days
are valued at cost plus (minus) accreted discount (amortized premium), which
approximates value; (c) gains or losses on the sale of securities are calculated
by using the specific identification method; (d) interest income, adjusted for
amortization of premiums and accretion of original issue discount, is recorded
on the accrual basis; market discount is recognized upon the disposition of the
security; (e) direct expenses are charged to each Portfolio and each class;
management fees and general fund expenses are allocated on the basis of relative
net assets; and (f) the Portfolios intend to comply with the requirements of the
Internal Revenue Code pertaining to regulated investment companies and to make
the required distributions to shareholders; therefore, no provision for Federal
income taxes has been made.
2. PORTFOLIO CONCENTRATION
Since each Portfolio invests primarily in obligations of issuers within
Florida, it is subject to possible concentration risks associated with economic,
political, or legal developments or industrial or regional matters specifically
affecting Florida.
3. EXEMPT-INTEREST DIVIDENDS AND OTHER DISTRIBUTIONS
The Portfolios intend to satisfy conditions that will enable interest from
municipal securities, which is exempt from Federal income tax and from
designated state income taxes, to retain such tax-exempt status when distributed
to the shareholders of the respective Portfolios.
Capital gain distributions, if any, are taxable to shareholders, and are
24
<PAGE>224
Smith Barney Muni Funds
- --------------------------------------------------------------------------------
Notes to Financial Statements (continued)
- --------------------------------------------------------------------------------
declared and paid at least annually. At March 31, 1995 the Florida Limited Term
and Florida Portfolios had net capital loss carryovers of $514,327 and $313,998,
respectively, available to offset future capital gains. To the extent that this
carryover loss is used to offset future capital gains, it is probable that any
gains so offset will not be distributed. The amount and expiration of the
carryovers are indicated below. Expiration occurs on March 31, of the year
indicated.
2002 2003
================================================================================
Florida Limited Term Portfolio $1,644 $512,683
Florida Portfolio -- 313,998
================================================================================
4. MANAGEMENT AGREEMENTS AND TRANSACTIONS WITH
AFFILIATED PERSONS
Smith Barney Mutual Funds Management Inc. ("SBMFM"), a subsidiary of Smith
Barney Holdings Inc. ("SBH"), acts as investment manager to the Fund. The
Florida Limited Term and Florida Portfolios pay SBMFM a management fee
calculated at the annual rate of 0.45% of average daily net assets. Such fees
are calculated daily and paid monthly. SBMFM waived $68,219 of its management
fees for the Florida Limited Term Portfolio, for the year ended March 31, 1995.
Smith Barney Inc. ("SB"), another subsidiary of SBH, acts as distributor of
Fund shares. SB received sales charges of approximately $258,000 (paid by
purchasers of the Portfolios' Class A shares) for the year ended March 31, 1995.
All officers and two Trustees are employees of SB.
Effective November 7, 1994, the Fund adopted a new class structure,
renaming Class B shares as Class C shares, and exchanging the former Class C
shares into Class A shares. Under the new class structure, for the Florida
Portfolio, a contingent deferred sales charge ("CDSC") of 4.50% is imposed on
Class B shares if redemption occurs less than one year from initial purchase.
This CDSC declines by 0.50% the first year after purchase and by 1.00% per year
thereafter until no CDSC is incurred. For the Florida Limited Term and Florida
Portfolios a CDSC of 1.00% is also imposed on Class C shares if redemption
occurs less than one year from initial purchase. Any CDSC imposed on redemptions
is paid to SB. For the year ended March 31, 1995, there were approximately
$24,000 in such charges.
On September 16, 1994, a new Distribution Plan was approved by the Fund's
shareholders. Pursuant to this Distribution Plan, the Florida Limited Term
Portfolio pays a service fee of 0.15% of average net assets on an annual basis
with respect to its Class A and C shares; the Florida Portfolio pays a service
fee of 0.15% of average net assets on an annual basis with respect to its Class
A, B and C shares. In addition, the Florida Limited Term Portfolio pays a
distribution fee of 0.20% of average net assets on an annual basis with respect
25
<PAGE>225
Smith Barney Muni Funds
- --------------------------------------------------------------------------------
Notes to Financial Statements (continued)
- --------------------------------------------------------------------------------
to its Class C shares and the Florida Portfolio pays a distribution fee of 0.50%
and 0.55% of average net assets on an annual basis with respect to its Class B
and C shares, respectively.
5. INVESTMENTS
During the year ended March 31, 1995, the aggregate cost of purchases and
proceeds from sales (including maturities, but excluding short-term securities)
of investments were as follows:
Florida
Limited Term Florida
Portfolio Portfolio
================================================================================
Purchases $11,204,335 $46,501,770
- --------------------------------------------------------------------------------
Sales 14,387,299 45,983,968
================================================================================
At March 31, 1995, the gross unrealized appreciation and depreciation of
investments for Federal income tax purposes were as follows:
Florida
Limited Term Florida
Portfolio Portfolio
================================================================================
Gross unrealized appreciation $244,803 $4,818,053
Gross unrealized depreciation (196,018) (551,734)
- --------------------------------------------------------------------------------
Net unrealized appreciation $ 48,785 $4,266,319
================================================================================
6. CAPITAL SHARES
At March 31, 1995, there were an unlimited amount of shares of $.001 par
value capital stock authorized. The Fund has established multiple classes of
shares within each Portfolio of the Fund. Each share of a class represents an
identical interest in its respective Portfolio and has the same rights, except
that each class bears expenses specifically related to the distribution of its
shares. At March 31, 1995, total paid-in capital amounted to the following for
each class and respective Portfolio:
Portfolio Class A Class B Class C
================================================================================
Florida Limited Term $ 15,564,775 -- $3,316,646
Florida 103,630,514 $1,890,367 2,876,749
================================================================================
26
<PAGE>226
Smith Barney Muni Funds
- --------------------------------------------------------------------------------
Notes to Financial Statements (continued)
- --------------------------------------------------------------------------------
Transactions in shares of each class were as follows:
<TABLE>
<CAPTION>
Year Ended Year Ended
March 31, 1995 March 31, 1994
------------------------------- ------------------------------
Florida Limited Term Portfolio Shares Amount Shares Amount
====================================================================================================================================
<S> <C> <C> <C> <C>
Class A (1)*
Shares sold 1,317,436 $ 8,400,374 2,728,592 $ 17,984,820
Shares issued on reinvestment 68,245 436,507 26,559 178,001
Shares redeemed (2,113,417) (13,459,174) (713,498) (4,689,704)
- ------------------------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) (727,736) $ (4,622,293) 2,041,653 $ 13,473,117
====================================================================================================================================
Class C (2)++
Shares sold 46,614 $ 300,325 609,463 $ 4,048,337
Shares issued on reinvestment 11,437 73,075 6,128 41,026
Shares redeemed (155,645) (995,074) (22,630) (151,042)
- ------------------------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) (97,594) $ (621,674) 592,961 $ 3,938,321
====================================================================================================================================
Florida Portfolio
====================================================================================================================================
Class A*
Shares sold 2,038,171 $ 25,235,982 1,678,097 $ 22,582,804
Shares issued on reinvestment 153,840 1,937,080 127,557 1,718,222
Shares redeemed (2,258,420) (28,184,592) (1,374,961) (18,453,207)
- ------------------------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) (66,409) $ (1,011,530) 430,693 $ 5,847,819
====================================================================================================================================
Class B+
Shares sold 177,570 $ 2,186,727 -- --
Shares issued on reinvestment 1,046 13,159 -- --
Shares redeemed (24,244) (309,519) -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Net Increase 154,372 $ 1,890,367 -- --
====================================================================================================================================
Class C (3)++
Shares sold 92,926 $ 1,183,275 142,504 $ 1,931,636
Shares issued on reinvestment 7,147 89,811 2,802 37,767
Shares redeemed (80,891) (999,537) (3,445) (46,270)
- ------------------------------------------------------------------------------------------------------------------------------------
Net Increase 19,182 $ 273,549 141,861 $ 1,923,133
====================================================================================================================================
<FN>
(1) For the period from April 27, 1993 (inception date) to March 31, 1994.
(2) For the period from May 4, 1993 (inception date) to March 31, 1994.
(3) For the period from August 11, 1993 (inception date) to March 31, 1994.
* On October 10, 1994, the former Class C shares were exchanged into Class A
shares; therefore the Class C share activity for the period from April 1,
1994 to October 9, 1994 is included with the Class A share activity. The
year ended March 31, 1994 includes only Class A share activity.
+ For the period from November 16, 1994 (inception date) to March 31, 1995.
++ On November 7, 1994 the former Class B shares were renamed Class C shares.
</TABLE>
27
<PAGE>227
Smith Barney Muni Funds
Florida Limited Term Portfolio
- --------------------------------------------------------------------------------
Financial Highlights
- --------------------------------------------------------------------------------
For a share of each class of capital stock outstanding throughout each year:
Class A Shares (a) 1995 1994 (b)
================================================================================
Net Asset Value, Beginning of Year $ 6.44 $ 6.50
- --------------------------------------------------------------------------------
Income from Investment Operations:
Net investment income (1) 0.34 0.26
Net realized and unrealized gain (loss)
on investments 0.11 (0.08)
- --------------------------------------------------------------------------------
Total Income from Investment Operations 0.45 0.18
- --------------------------------------------------------------------------------
Less Distributions:
Dividends from net investment income (0.33) (0.24)
Distributions from net realized gains
on security transactions -- --
- --------------------------------------------------------------------------------
Total Distributions (0.33) (0.24)
- --------------------------------------------------------------------------------
Net Asset Value, End of Year $ 6.56 $ 6.44
- --------------------------------------------------------------------------------
Total Return 7.17% 2.74%++
- --------------------------------------------------------------------------------
Net Assets, End of Year (000s) $15,277 $13,147
- --------------------------------------------------------------------------------
Ratios to Average Net Assets:
Expenses (1) 0.44% 0.20%+
Net investment income 5.37 4.90+
- --------------------------------------------------------------------------------
Portfolio Turnover Rate 54.65% 16.28%
================================================================================
(a) On October 10, 1994 the former Class C shares were exchanged into Class A
shares.
(b) For the period from April 27, 1993 (inception date) to March 31, 1994.
(1) See page 29 for full footnote disclosure.
++ Not annualized as the result may not be representative of the total return
for the year.
+ Annualized.
28
<PAGE>228
Smith Barney Muni Funds
Florida Limited Term Portfolio
- --------------------------------------------------------------------------------
Financial Highlights (continued)
- --------------------------------------------------------------------------------
For a share of each class of capital stock outstanding throughout each year:
Class C Shares (a) 1995 1994 (b)
================================================================================
Net Asset Value, Beginning of Year $ 6.43 $ 6.51
- --------------------------------------------------------------------------------
Income from Investment Operations:
Net investment income (1) 0.32 0.24
Net realized and unrealized gain (loss)
on investments 0.11 (0.09)
- --------------------------------------------------------------------------------
Total Income from Investment Operations 0.43 0.15
- --------------------------------------------------------------------------------
Less Distributions:
Dividends from net investment income (0.31) (0.23)
Distributions from net realized gains
on security transactions -- --
- --------------------------------------------------------------------------------
Total Distributions (0.31) (0.23)
- --------------------------------------------------------------------------------
Net Asset Value, End of Year $ 6.55 $ 6.43
- --------------------------------------------------------------------------------
Total Return 6.84% 2.17%++
- --------------------------------------------------------------------------------
Net Assets, End of Year (000s) $3,246 $3,815
- --------------------------------------------------------------------------------
Ratios to Average Net Assets:
Expenses (1) 0.70% 0.52%+
Net investment income 4.98 4.28+
- --------------------------------------------------------------------------------
Portfolio Turnover Rate 54.65% 16.28%
================================================================================
(a) On November 7, 1994 the former Class B shares were renamed Class C shares.
(b) For the period from May 4, 1993 (inception date) to March 31, 1994.
++ Not annualized as the result may not be representative of the total return
for the year.
+ Annualized.
(1) The manager has waived all or part of its fees in each of the periods in
the two-year period ended March 31, 1995. If such fees were not waived, the
per share decrease of net investment income and the ratios of expenses to
average net assets would be as follows:
Expense Ratios
Per Share Decreases without Fee Waivers*
------------------- --------------------
1995 1994 1995 1994
---- ---- ---- ----
Class A $.010 $.029 0.82% 0.71%+
Class C .025 .033 1.09 1.04+
* As a result of voluntary expense limitations, the ratio of expenses to
average net assets will not exceed 0.80% and 1.00% for Class A and C
shares, respectively.
29
<PAGE>229
Smith Barney Muni Funds
Florida Portfolio
- --------------------------------------------------------------------------------
Financial Highlights (continued)
- --------------------------------------------------------------------------------
For a share of each class of capital stock outstanding throughout each year:
<TABLE>
<CAPTION>
Class A Shares (a) 1995 1994 1993 1992(b)
====================================================================================================================================
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $12.82 $13.21 $12.32 $12.00
- ------------------------------------------------------------------------------------------------------------------------------------
Income from Investment Operations:
Net investment income (1) 0.75 0.77 0.79 0.73
Net realized and unrealized gain (loss)
on investments (2) 0.08 (0.39) 0.91 0.29
- ------------------------------------------------------------------------------------------------------------------------------------
Total Income from Investment Operations 0.83 0.38 1.70 1.02
- ------------------------------------------------------------------------------------------------------------------------------------
Less Distributions:
Dividends from net investment income (0.76) (0.77) (0.80) (0.70)
Distributions from net realized gains
on security transactions -- -- (0.01) --
- ------------------------------------------------------------------------------------------------------------------------------------
Total Distributions (0.76) (0.77) (0.81) (0.70)
- ------------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $12.89 $12.82 $13.21 $12.32
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return 6.77% 2.75% 14.21% 8.70%++
- ------------------------------------------------------------------------------------------------------------------------------------
Net Assets, End of Year (000s) $107,724 $104,681 $102,202 $67,998
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
Expenses (1) 0.61% 0.54% 0.46% 0.23%+
Net investment income 5.97 5.71 6.15 6.70+
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Turnover Rate 43.23% 20.40% 25.57% 41.72%
====================================================================================================================================
Class B Shares 1995(c)
====================================================================================================================================
Net Asset Value, Beginning of Year $11.91
- ------------------------------------------------------------------------------------------------------------------------------------
Income from Investment Operations:
Net investment income 0.30
Net realized and unrealized gain
on investments (2) 0.97
- ------------------------------------------------------------------------------------------------------------------------------------
Total Income from Investment Operations 1.27
- ------------------------------------------------------------------------------------------------------------------------------------
Less Distributions:
Dividends from net investment income (0.29)
Distributions from net realized gains
on security transactions --
- ------------------------------------------------------------------------------------------------------------------------------------
Total Distributions (0.29)
- ------------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $12.89
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return 10.77%++
- ------------------------------------------------------------------------------------------------------------------------------------
Net Assets, End of Year (000s) $1,990
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
Expenses 1.20%+
Net investment income 5.57+
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Turnover Rate 43.23%
====================================================================================================================================
<FN>
(a) On October 10, 1994 the former Class C shares were exchanged into Class A
shares.
(b) For the priod from April 2, 1991 (inception date) to March 31, 1992.
(c) For the period from November 16, 1994 (inception date) to March 31, 1995.
++ Not annualized, as the result may not be representative of the total return
for the year.
+ Annualized.
See page 31 for full footnote disclosures for (1) and (2).
</TABLE>
30
<PAGE>230
Smith Barney Muni Funds
Florida Portfolio
- --------------------------------------------------------------------------------
Financial Highlights (continued)
- --------------------------------------------------------------------------------
For a share of each class of capital stock outstanding throughout each year:
Class C Shares (a) 1995 1994 1993(b)
================================================================================
Net Asset Value, Beginning of Year $12.81 $13.20 $12.86
- --------------------------------------------------------------------------------
Income from Investment Operations:
Net investment income 0.67 0.68 0.19
Net realized and unrealized gain (loss)
on investments (2) 0.08 (0.39) 0.33
- --------------------------------------------------------------------------------
Total Income from Investment Operations 0.75 0.29 0.52
- --------------------------------------------------------------------------------
Less Distributions:
Dividends from net investment income (0.67) (0.68) (0.18)
Distributions from net realized gains -- -- --
- --------------------------------------------------------------------------------
Total Distributions (0.67) (0.68) (0.18)
- --------------------------------------------------------------------------------
Net Asset Value, End of Year $12.89 $12.81 $13.20
- --------------------------------------------------------------------------------
Total Return 6.12% 2.05% 4.05%++
- --------------------------------------------------------------------------------
Net Assets, End of Year (000s) $2,750 $2,487 $ 691
- --------------------------------------------------------------------------------
Ratios to Average Net Assets:
Expenses 1.25% 1.24% 1.24%+
Net investment income 5.40 4.95 5.21+
- --------------------------------------------------------------------------------
Portfolio Turnover Rate 43.23% 20.40% 25.57%
================================================================================
(a) On November 7, 1994 the former Class B shares were renamed Class C shares.
(b) For the period from January 5, 1993 (inception date) to March 31, 1993.
++ Not annualized as the result may not be representative of the total return
for the year.
+ Annualized.
(1) The manager has waived all or part of its fees in each of the periods in
the two-year period ended March 31, 1993. If such fees were not waived, the
per share decrease of net investment income and the ratios of expenses to
average net assets would be as follows:
Expense Ratios
Per Share Decreases without Fee Waivers*
------------------- --------------------
1993 1992 1993 1992
---- ---- ---- ----
Class A $.012 $.040 0.56% 0.59%+
* As a result of voluntary expense limitations, the ratios of expenses to
average net assets will not exceed 0.80%, 130% and 1.35% for Class A, B and
C shares, respectively.
(2) Includes the net per share effect of shareholder sales and redemptions
activity during the period, most of which occurred at net asset values less
than the beginning of the period.
31
<PAGE>231
Smith Barney Muni FundS
- --------------------------------------------------------------------------------
Independent Auditors' Report
- --------------------------------------------------------------------------------
To the Shareholders and Board of Trustees
of the Florida Limited Term and Florida Portfolios
of Smith Barney Muni Funds:
We have audited the accompanying statements of assets and liabilities,
including the schedules of investments, of the Florida Limited Term and Florida
Portfolios of Smith Barney Muni Funds as of March 31, 1995, the related
statements of operations for the year then ended, the statements of changes in
net assets for each of the years in the two-year period then ended with respect
to the Florida Portfolio and for the year then ended and the period from April
27, 1993 (commencement of operations) to March 31, 1994 with respect to the
Florida Limited Term Portfolio, and the financial highlights for each of the
years in the three-year period then ended and for the period from April 2, 1991
(commencement of operations) to March 31, 1992 with respect to the Florida
Portfolio and for the year then ended and for the period from April 27, 1993
(commencement of operations) to March 31, 1994 with respect to the Florida
Limited Term Portfolio. These financial statements and financial highlights are
the responsibility of the Funds' management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of March
31, 1995, by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Florida Limited Term and
Florida Portfolios of Smith Barney Muni Funds as of March 31, 1995, the results
of their operations for the year then ended, the changes in net assets for each
of the years in the two-year period then ended with repect to the Florida
Portfolio and for the year then ended and the period from April 27, 1993
(commencement of operations) to March 31, 1994 with respect to the Florida
Limited Term Portfolio, and the financial highlights for each of the years in
the three-year period then ended and for the period from April 2, 1991
(commencement of operations) to March 31, 1992 with respect to the Florida
Portfolio and for the year then ended and for the period from April 27, 1993
(commencement of operations) to March 31, 1994 with respect to the Florida
Limited Term Portfolio, in conformity with generally accepted accounting
principles.
KPMG Peat Marwick LLP
New York, New York
May 15, 1995
32
<PAGE>232
Smith Barney
Muni Funds
Trustees
Jessica M. Bibliowicz
Ralph D. Creasman
Joseph H. Fleiss
Donald R. Foley
Paul Hardin
Francis P. Martin, M.D.
Heath B. McLendon, Chairman
Roderick C. Rasmussen
John P. Toolan
C. Richard Youngdahl
Officers
Heath B. McLendon
Chief Executive Officer
Jessica M. Bibliowicz
President
Lewis E. Daidone
Senior Vice President
and Treasurer
Peter M. Coffey
Vice President
Daniel Malone
Vice President
Thomas M. Reynolds
Controller
Christina T. Sydor
Secretary
SMITH BARNEY
------------
A Member of Travelers Group [Logo]
Investment Manager
Smith Barney Mutual Funds
Management Inc.
Distributor
Smith Barney Inc.
Custodian
PNC Bank
Shareholder Servicing
Agent
The Shareholder Services
Group, Inc.
P.O. Box 9134
Boston, MA 02205-9134
This report is submitted for
the general information of the
shareholders of Smith Barney
Muni Funds Florida Limited Term and
Florida Portfolios. It is not authorized for
distribution to prospective investors
unless accompanied or preceded by a
current Prospectus for the Fund,
which contains information concerning the
Fund's investment policies and expenses
as well as other pertinent information.
Smith Barney Muni Funds
388 Greenwich Street
New York, New York 10013
FD2308 E5
<PAGE>233
ANNUAL REPORT
OF
SMITH BARNEY FLORIDA MUNICIPALS FUND
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1994
<PAGE>234
[GRAPHIC]
SMALL BOX ABOVE FUND NAME
SHOWING A FLORIDA SKYSCRAPER
WITH ATTACHED BRIDGES.
1994 SMITH BARNEY
ANNUAL FLORIDA
REPORT MUNICIPALS
FUND
.......................................
OCTOBER 31, 1994
[LOGO]
<PAGE>235
Florida Municipals Fund
DEAR SHAREHOLDER:
We are pleased to provide you with the Annual Report which
includes the portfolio of investments for Smith Barney
Florida Municipals Fund for the fiscal year ended October 31,
1994. During the past twelve months, in response to declining prices
for municipal bonds, the Fund's net asset value for Class A and Class
B shares declined to $9.24 from $10.53 per share. Investors owning
Class A shares received income distributions of $0.51 per share;
investors owning Class B shares received income distributions of $0.46
per share. The total return for this period was (7.31)% for Class A
shares and (7.76)% for Class B shares. Further information about the
performance of your investment during this and previous fiscal periods
is available on the performance pages of this report.
The year 1994 has produced a difficult investment climate for the
fixed-income investor as fear of an economic expansion and, by implication, the
threat of inflation have gripped both the global and domestic bond markets. In
an effort to combat inflation, the Federal Reserve has raised interest rates six
times this year. This rise in interest rates has led to a bond market
characterized by pessimism and selling pressures, and consequently lower prices
for most fixed-income securities. From our perspective, however, trends
presently aligning themselves in the bond markets should provide positive
developments for the debt markets in general, and tax-exempt securities in
particular.
When the markets become convinced that the Federal Reserve will do what is
necessary to slow economic growth, volatility should lessen and bond prices
should stabilize. This outcome becomes more likely as the Federal Reserve raises
short-term interest rates. Furthermore, as the Federal Reserve increases
interest rates, the dollar should strengthen, which would heighten the appeal of
domestic debt instruments to foreign investors, thereby providing additional
support to domestic markets. We are also of the opinion that since the fall
election cycle is completed, the markets will benefit from a clearer knowledge
of the political makeup and fiscal direction of the Federal government.
The tax-exempt market should continue to benefit from higher Federal tax rates
and a lack of new debt issuance, both of which heighten the value and appeal of
quality tax-exempt income. On a state level, we believe that further tax
increases will be forthcoming. Increased costs for education, social services,
prison reform and overall infrastructure needs may force the
1
<PAGE>236
- --------------------------------------------------------------------
D I V I D E N D P O L I C Y
ALTHOUGH NOT EXPLICITLY STATED IN THE PROSPECTUS, THE FUND'S POLICY IS TO
PAY A LEVEL MONTHLY DIVIDEND BASED ON OUR PROJECTIONS FOR THE MUNICIPAL BOND
MARKET AND THE GENERAL DIRECTION OF INTEREST RATES. THIS POLICY HAS NO
APPRECIABLE AFFECT ON THE FUND'S INVESTMENT STRATEGIES OR NET ASSET VALUE
PER SHARE SINCE IT IS GUIDED BY MARKET CONDITIONS. IT MEANS THAT WE DO NOT
INVEST IN SPECULATIVE SECURITIES WHICH MAY UNDERMINE THE FUND'S NET ASSET
VALUE PER SHARE IN ORDER TO MAINTAIN AN UNREALISTICALLY HIGH DIVIDEND
POLICY. WE CONTINUALLY MONITOR BOTH THE MARKET AND THE FUND'S INCOME STREAM
TO SEE THAT OUR DIVIDEND PROJECTIONS ARE REALISTIC.
legislature to raise taxes. Florida also assesses a significant intangibles tax
on all residents' out of state municipal holdings, which increases the value of
in-state municipal paper to Florida residents.
We have maintained a high quality portfolio and believe that the best quality
municipals are at increasingly attractive valuation levels as a percentage of
Treasuries and should outperform on a relative basis going forward. We believe
that we are well positioned to provide our investors with high tax-exempt income
at below average volatility and risk.
In mid-November of this year, the way Smith Barney mutual funds are listed in
the newspapers was changed to reflect our consolidated mutual fund family.
Before the consolidation, Smith Barney and Smith Barney Shearson mutual funds
were listed in the papers under separate headings. All mutual funds now appear
under the heading "Smith Barney." Your Smith Barney Financial Consultant will be
able to help you locate your funds in your newspaper.
2
<PAGE>237
We appreciate your continued confidence and patience during this difficult
investment period. We look forward to reporting to you in April in the Fund's
Semi-Annual Report.
Sincerely,
Heath B. McLendon Lawrence T. McDermott
CHAIRMAN OF THE BOARD VICE PRESIDENT AND
INVESTMENT OFFICER
DECEMBER 19, 1994
3
<PAGE>238
Smith Barney
Florida Municipals Fund
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
HISTORICAL PERFORMANCE -- CLASS A SHARES
Year Ended Net Asset Value Capital Gains Dividends Total
October 31 Beginning Ending Distributed Paid Return*
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------
11/6/92 - 10/31/93 $ 9.55 $10.53 $0.04 $0.49 16.07%
- ---------------------------------------------------------------------------
1994 10.53 9.24 0.03 0.52 (7.31)
- ---------------------------------------------------------------------------
Total $0.07 $1.01
- ---------------------------------------------------------------------------
Cumulative Total Return - (11/6/92 through 10/31/94) 7.59%
- ---------------------------------------------------------------------------
<FN>
*Figures assume reinvestment of all dividends and capital gains distributions at
net asset value and do not assume deduction of the front-end sales charge
(maximum 4.5%).
</TABLE>
THE FUND'S POLICY IS TO DISTRIBUTE DIVIDENDS MONTHLY
AND CAPITAL GAINS, IF ANY, ANNUALLY.
- --------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN** -- CLASS A SHARES
<TABLE>
<CAPTION>
Without Sales Charge With Sales Charge***
Without Fee With Fee Without Fee With Fee
Waiver Waiver Waiver Waiver
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------
Year Ended 10/31/94 (7.59)% (7.31)% (11.75)% (11.48)%
- ---------------------------------------------------------------------------------------
Inception (11/6/92) through 10/31/94 3.37% 3.75% 1.00% 1.38%
- ---------------------------------------------------------------------------------------
<FN>
**All average annual total return figures shown reflect the reinvestment of
dividends and capital gains distributions at net asset value. The Fund waived
investment advisory and administration fees from November 6, 1992 to October
31, 1994. A shareholder's actual return for periods during which waivers were
in effect would be the higher of the two numbers shown. ***Average annual
total return figures shown assume the deduction of the maximum 4.5% front-end
sales charge.
NOTE: The Fund commenced operations on November 6, 1992. Class A shares are
subject to a maximum 4.5% front-end sales charge and an annual service fee
of 0.15% of the value of the average daily net assets attributable to that
class. Effective November 7, 1994, the maximum front-end sales charge was
reduced to 4.0%.
</TABLE>
4
<PAGE>239
A line graph depicting the total growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 in Florida Municipals
Fund Class A Shares from November 6, 1992 through October 31, 1994 as compared
with the growth of a $10,000 investment in Lehman Municipal Bond Index. The plot
points used to draw the line graph were as follows:
<TABLE>
<CAPTION>
GROWTH OF $10,000
GROWTH OF $10,000 INVESTMENT IN THE
INVESTED IN CLASS A SHARES LEHMAN MUNICIPAL
MONTH ENDED OF THE FUND BOND INDEX
<S> <C> <C>
10/92 $10,000 $10,000
11/05/92 $ 9,550 --
11/92 $ 9,721 $10,179
12/92 $ 9,846 $10,361
3/93 $10,263 $10,972
6/93 $10,680 $11,026
9/93 $11,068 $11,459
12/93 $11,179 $11,509
3/94 $10,394 $11,578
6/94 $10,482 $11,299
9/94 $10,533 $11,475
10/94 $10,275 $11,307
</TABLE>
+ Illustration of $10,000 invested in Class A shares at inception on November 6,
1992 assuming the deduction of the maximum 4.5% sales charge at the time of
investment and the reinvestment of dividends and capital gains at net asset
value through October 31, 1994.
THE LEHMAN BROTHERS MUNICIPAL BOND INDEX is an unmanaged, broad-based index
which includes about 8,000 tax-free bonds and reflects approximately $300
billion of market capitalization.
Index information is available at month end only; therefore, the closest
month-end to inception date of the Fund has been used.
NOTE: All figures cited here and on the following pages represent past
performance of Class A shares and do not guarantee future results.
FOR A GLOSSARY OF TERMS, PLEASE TURN TO THE END OF THIS REPORT.
5
<PAGE>240
Smith Barney
Florida Municipals Fund
---------------------------------------------
HISTORICAL PERFORMANCE -- CLASS B SHARES
<TABLE>
<CAPTION>
Year Ended Capital Gains Dividends Total
October 31 Beginning Ending Distributed Paid Return*
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------
11/6/92 - 10/31/93 $ 9.55 $10.53 $0.04 $0.44 15.52%
- ----------------------------------------------------------------------------
1994 10.53 9.24 0.03 0.47 (7.76)
- ----------------------------------------------------------------------------
Total $0.07 $0.91
- ----------------------------------------------------------------------------
Cumulative Total Return - (11/6/92 through 10/31/94) 6.55%
- ----------------------------------------------------------------------------
<FN>
*Figures assume reinvestment of all dividends and capital gains distributions at
net asset value and do not assume deduction of the contingent deferred sales
charge ("CDSC").
</TABLE>
- --------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN** -- CLASS B SHARES
<TABLE>
<CAPTION>
Without CDSC With CDSC***
Without Fee With Fee Without Fee With Fee
Waiver Waiver Waiver Waiver
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------
Year Ended 10/31/94 (8.04)% (7.76)% (11.98)% (11.71)%
- ----------------------------------------------------------------------------
Inception (11/6/92) through 10/31/94 2.86% 3.25% 0.96% 1.34%
- ----------------------------------------------------------------------------
<FN>
**All average annual total return figures shown reflect the reinvestment of
dividends and capital gains distributions at net asset value. The Fund waived
investment advisory and administration fees from November 6, 1992 to October 31,
1994. A shareholder's actual return for periods during which waivers were in
effect would be the higher of the two numbers shown.
***Average annual total return figures assume the deduction of the maximum
applicable CDSC which is described in the prospectus.
</TABLE>
NOTE: The Fund began offering Class B shares on November 6, 1992. Class B shares
are subject to a maximum CDSC of 4.50% and service and distribution fees of
0.15% and 0.50%, respectively, of the value of the average daily net assets
attributable to that class.
6
<PAGE>241
A line graph depicting the total growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 in Florida Municipals
Fund Class B Shares from November 6, 1992 through October 31, 1994 as compared
with the growth of a $10,000 investment in Lehman Municipal Bond Index. The plot
points used to draw the line graph were as follows:
<TABLE>
<CAPTION>
GROWTH OF $10,000
GROWTH OF $10,000 INVESTMENT IN THE
INVESTED IN CLASS B SHARES LEHMAN MUNICIPAL
MONTH ENDED OF THE FUND BOND INDEX
<S> <C> <C>
10/92 -- $10,000
11/05/92 $10,000 --
11/92 $10,175 $10,179
12/92 $10,301 $10,361
3/93 $10,703 $10,972
6/93 $10,146 $11,026
9/93 $11,538 $11,459
12/93 $11,644 $11,509
3/94 $10,812 $11,578
6/94 $10,887 $11,299
9/94 $10,928 $11,475
10/94 $10,268 $11,307
</TABLE>
+ Illustration of $10,000 invested in Class B shares on November 6, 1992
assuming deduction of the maximum CDSC at the time of redemption and the
reinvestment of dividends and capital gains at net asset value through October
31, 1994.
++ Value does not assume deduction of applicable CDSC.
+++ Value assumes deduction of applicable CDSC (assuming redemption on October
31, 1994).
THE LEHMAN BROTHERS MUNICIPAL BOND INDEX is an unmanaged, broad-based index
which includes about 8,000 tax-free bonds and reflects approximately $300
billion of market capitalization.
Index information is available at month end only; therefore, the closest
month-end to inception date of the Fund has been used.
NOTE: All figures cited here and on the following pages represent past
performance of Class B shares and do not guarantee future results.
FOR A GLOSSARY OF TERMS, PLEASE TURN TO THE END OF THIS REPORT.
7
<PAGE>242
Smith Barney
Florida Municipals Fund
- ---------------------------------------------------------------------------
PORTFOLIO HIGHLIGHTS OCTOBER 31, 1994 (UNAUDITED)
INDUSTRY BREAKDOWN
Pie chart depicting the allocation of the Florida Municipals Fund investment
securities held at October 31, 1994 by Industry classification. The pie is
broken in pieces representing industries in the following percentages:
<TABLE>
<CAPTION>
INDUSTRY PERCENTAGE
<S> <C>
Net Other Assets and Liabilities 16.8%
Transportation 3.9%
Housing 16.1%
Hospital 17.9%
Pollution Control 8.4%
Utility 11.3%
Industrial 2.0%
Education 9.0%
General Obligations 14.6%
</TABLE>
SUMMARY OF MUNICIPAL BONDS AND NOTES BY COMBINED RATINGS
<TABLE>
<CAPTION>
Percent
Standard & of
Moody's Poor's Value
<S> <C> <C> <C>
-------------------------------------------
AAA OR AAA 45%
-------------------------------------------
AA AA 8
-------------------------------------------
A A 15
-------------------------------------------
BA BB 2
-------------------------------------------
BAA BBB 19
-------------------------------------------
NR NR 11
-------------------------------------------
100%
---------------
</TABLE>
AVERAGE MATURITY 24.5 years
8
<PAGE>243
Smith Barney
Florida Municipals Fund
- ------------------------------------------
PORTFOLIO OF INVESTMENTS OCTOBER 31, 1994
-------------------------------------------------------------
<TABLE>
<S> <C>
KEY TO INSURANCE ABBREVIATIONS
AMBAC -- American Municipal Bond Assurance Corporation
CO LEE -- College Construction Loan Association
FGIC -- Federal Guaranty Insurance Corporation
FHA -- Federal Housing Administration
MBIA -- Municipal Bond Investor Assurance
</TABLE>
<TABLE>
<CAPTION>
RATINGS
(UNAUDITED) MARKET VALUE
FACE VALUE MOODY'S S&P (NOTE 1)
<C> <S> <C> <C> <C>
----------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES -- 98.7%
FLORIDA -- 96.3%
Alachua County, Florida,
Health Facilities
Authority, Santa Fe
Healthcare System, Health
Revenue:
$ 230,000 6.875% due 11/15/02 Baa BBB+ $ 234,600
640,000 6.050% due 11/15/16 Baa BBB+ 546,400
250,000 Boca Raton, Florida,
Special Assessment
Improvement, (Visions 90
Project),
6.000% due 7/1/22 A1 NR 227,500
500,000 Boynton Beach, Florida,
Utility System Revenue
Bonds, (FGIC Insured),
6.250% due 11/1/20 Aaa AAA 476,875
860,000 Bradford County, Florida,
Health Facilities, (Santa
Fe Project),
6.050% due 11/15/16 Baa BBB+ 731,000
Brevard County, Florida:
1,000,000 Health Facilities
Authority, (Holmes Regional
Medical Center Project),
5.750% due 10/1/13 A1 NR 882,500
750,000 Housing Finance Authority,
6.600% due 9/1/16 Aaa NR 748,125
400,000 School Board Authority,
Series A,
(AMBAC Insured),
6.500% due 7/1/12 Aaa AAA 400,500
500,000 Tourist Development Tax
Revenue,
6.875% due 3/1/13 NR NR 485,000
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
9
<PAGE>244
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (CONTINUED) OCTOBER 31, 1994
<TABLE>
<CAPTION>
RATINGS
(UNAUDITED) MARKET VALUE
FACE VALUE MOODY'S S&P (NOTE 1)
----------------------------------------------------------------------------
<C> <S> <C> <C> <C>
MUNICIPAL BONDS AND NOTES -- (CONTINUED)
FLORIDA -- (CONTINUED)
$1,000,000 Broward County, Florida,
Educational Facilities
Authority, (Co Lee
Insured),
6.000% due 4/1/13 NR AAA $ 926,250
400,000 Citrus County, Florida,
Pollution Control Revenue,
Series B, Florida Power
Corporation, (Crystal River
Project),
6.350% due 2/1/22 A1 A+ 383,500
410,000 Clearwater, Florida,
Multifamily Housing
Revenue, (Drew Gardens
Project), Series A, (FHA
Insured),
6.500% due 10/1/25 NR AAA 377,713
300,000 Collier County, Florida,
Special Assessment,
Pine/Naples -- Municipal
Services,
5.600% due 11/1/13 NR BBB 254,250
500,000 Crystal River, Florida,
Water and Sewer Revenue
Bonds, (AMBAC Insured),
6.250% due 10/1/22 Aaa AAA 476,250
Dade County, Florida:
1,000,000 Aviation Facilities
Revenue, Series B , (MBIA
Insured),
6.600% due 10/1/22 Aaa AAA 990,000
500,000 Health Facilities
Authority, Hospital
Revenue, (North Shore
Medical Center Project),
(AMBAC Insured),
6.500% due 8/15/15 Aaa AAA 490,625
500,000 Professional Sports
Franchise Facilities
Tax Revenue, Series B,
(FGIC Insured),
6.000% due 10/1/22 Aaa AAA 459,375
1,000,000 School District, Series A,
(MBIA Insured),
6.125% due 6/1/14 Aaa AAA 950,000
500,000 Davie, Florida, Water and
Sewer Revenue Bonds, (AMBAC
Insured),
6.250% due 10/1/17 Aaa AAA 480,624
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
10
<PAGE>245
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (CONTINUED) OCTOBER 31, 1994
<TABLE>
<CAPTION>
RATINGS
(UNAUDITED) MARKET VALUE
FACE VALUE MOODY'S S&P (NOTE 1)
----------------------------------------------------------------------------
<C> <S> <C> <C> <C>
MUNICIPAL BONDS AND NOTES -- (CONTINUED)
FLORIDA -- (CONTINUED)
$1,000,000 Duval County, Florida,
Housing Finance Authority,
6.700% due 10/1/26 NR NR $ 948,750
500,000 Enflewood, Florida, Water
Distribution
Utility System,
6.000% due 10/1/23 Aaa AAA 463,750
Escambia County, Florida:
750,000 Health and Education
Financing Authority,
(Baptist Hospital & Manor
Project),
6.750% due 10/1/14 NR BBB+ 702,188
500,000 (Champion International
Corporation Project),
6.950% due 11/1/07 Baa1 BBB 486,875
1,000,000 Pollution Control Revenue,
6.900% due 8/1/22 Baa1 BBB 948,750
500,000 Utility Authority Revenue,
Series A,
(FGIC Insured),
6.300% due 1/1/23 Aaa AAA 478,750
750,000 Florida Department of
Transportation, (Right of
Way),
6.500% due 7/1/21 Aa AA 745,312
180,000 Turnpike Authority Revenue,
Series A, (FGIC Insured),
6.350% due 7/1/22 Aaa AAA 175,275
Florida Housing Finance
Agency:
General Mortgage, Series A,
(FHA Insured):
250,000 6.350% due 6/1/14 NR AAA 240,000
500,000 6.400% due 6/1/24 NR AAA 473,125
1,500,000 Series B,
6.650% due 7/1/26 Aa AA 1,421,250
600,000 Single Family Mortgage,
Refunding, Series C,
5.750% due 7/1/27 Aa AA 515,250
750,000 Florida State Board of
Education,
Capital Outlay, Series B,
6.700% due 6/1/22 Aa AA+ 754,688
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
11
<PAGE>246
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (CONTINUED) OCTOBER 31, 1994
<TABLE>
<CAPTION>
RATINGS
(UNAUDITED) MARKET VALUE
FACE VALUE MOODY'S S&P (NOTE 1)
----------------------------------------------------------------------------
<C> <S> <C> <C> <C>
MUNICIPAL BONDS AND NOTES -- (CONTINUED)
FLORIDA -- (CONTINUED)
$ 750,000 Florida State Correctional
Commission, (MBIA Insured),
6.000% due 8/1/14 Aaa AAA $ 702,187
1,250,000 Florida State, Mid-Bay
Bridge Revenue, Series A,
6.100% due 10/1/22 NR NR 1,035,938
445,000 Fort Lauderdale, Florida,
Central Beach Community
Redevelopment Agency,
(AMBAC Insured),
6.150% due 9/1/08 Aaa AAA 437,769
Hillsborough County,
Florida:
1,000,000 Aviation Authority, Special
Purpose,
(Delta Airlines Project),
6.800% due 1/1/24 Ba3 BB 891,250
820,000 Community Center Project,
Series 2,
6.750% due 7/1/22 A A 820,000
1,125,000 School Board, Certificate
of Participation, (MBIA
Insured),
6.000% due 7/1/14 Aaa AAA 1,054,687
Hillsborough County,
Florida, Utilities Revenue,
Refunding and Improvement,
(MBIA Insured):
190,000 (prerefunded 8/1/01),
7.000% due 8/1/14 NR BBB+ 207,338
930,000 (unrefunded 8/1/01),
7.000% due 8/1/14 Baa1 BBB+ 933,487
1,000,000 Homestead, Florida,
Industrial Development
Revenue, Series A,
7.950% due 11/1/18 NR NR 916,250
Jacksonville, Florida:
500,000 Health Facilities
Authority, (Health South
Inc. Project), (MBIA
Insured),
6.000% due 5/1/22 Aaa AAA 458,750
310,000 Hospital Revenue,
(University Medical Center,
Inc. Project), (Co Lee
Insured),
6.600% due 2/1/21 NR AAA 304,575
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
12
<PAGE>247
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (CONTINUED) OCTOBER 31, 1994
<TABLE>
<CAPTION>
RATINGS
(UNAUDITED) MARKET VALUE
FACE VALUE MOODY'S S&P (NOTE 1)
----------------------------------------------------------------------------
<C> <S> <C> <C> <C>
MUNICIPAL BONDS AND NOTES -- (CONTINUED)
FLORIDA -- (CONTINUED)
$1,250,000 Lake County, Florida,
Resource Recovery,
Industrial Revenue, Series
1993-A,
5.950% due 10/1/13 Baa BBB+ $ 1,051,563
840,000 Leesburg, Florida, Hospital
Revenue, (Leesburg Regional
Medical Center Project),
Series B,
5.200% due 7/1/02 Baa1 BBB+ 765,450
1,000,000 Miami, Florida, Sports
Exhibition Authority, (FGIC
Insured),
6.150% due 10/1/20 Aaa AAA 941,250
Nassau County, Florida,
Pollution Control Revenue:
1,000,000 (ITT Rayonier Inc.
Project),
6.200% due 7/1/15 Baa2 BBB 927,500
595,000 (ITT Rayonier Project 6),
6.250% due 6/1/10 Baa2 BBB 565,994
1,250,000 North Miami, Florida,
Educational Facilities
Revenue, (Johnson & Wales
University Project), Series
A,
6.100% due 4/1/13 NR NR 1,090,625
500,000 North Port, Florida,
Utility Revenue,
(FGIC Insured),
6.250% due 10/1/22 Aaa AAA 476,250
500,000 Northern Palm Beach County,
Water Control District,
Unit Development No. 31,
Program 1,
6.750% due 11/1/07 NR NR 483,125
Orange County, Florida,
Health Facilities Authority
Revenue:
1,250,000 6.750% due 10/1/18 Aaa AAA 1,214,062
1,500,000 (Orlando Regional Health
Center),
(MBIA Insured),
6.000% due 11/1/24 Aaa AAA 1,368,750
100,000 Solid Waste Facilities
Revenue Bonds, (FGIC
Insured),
6.375% due 10/1/17 Aaa AAA 97,250
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
13
<PAGE>248
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (CONTINUED) OCTOBER 31, 1994
<TABLE>
<CAPTION>
RATINGS
(UNAUDITED) MARKET VALUE
FACE VALUE MOODY'S S&P (NOTE 1)
----------------------------------------------------------------------------
<C> <S> <C> <C> <C>
MUNICIPAL BONDS AND NOTES -- (CONTINUED)
FLORIDA -- (CONTINUED)
Tourist Development Tax
Revenue:
$ 750,000 Series B, (AMBAC Insured),
6.000% due 10/1/21 Aaa AAA $ 690,938
1,500,000 Series B,
6.000% due 10/1/24 Aaa AAA 1,378,125
Orlando, Florida:
400,000 Capital Improvement Special
Revenue, (MBIA Insured),
6.000% due 10/1/22 A1 AA- 366,500
1,500,000 Orlando and Orange
Counties, Florida,
Expressway Authority, Jr.
Lien,
5.950% due 7/1/24 NR A- 1,351,875
200,000 Pace Property Finance
Authority, Utility Systems
Refunding & Improvement,
6.250% due 9/1/13 NR BBB 185,250
Palm Beach County, Florida:
1,000,000 Health Facilities
Authority, (Good Samaritan
Health System Project),
6.300% due 10/1/22 NR A- 913,750
100,000 Solid Waste Authority
Revenue,
(MBIA Insured),
6.250% due 12/1/08 Aaa AAA 100,500
800,000 Pinellas County, Florida,
Sewer Revenue, (FGIC
Insured),
6.550% due 8/1/27 Aaa AAA 755,000
500,000 Seminole County, Florida,
Water and Sewer Revenue
Bonds, (MBIA Insured),
6.000% due 10/1/19 Aaa AAA 472,500
1,500,000 South Broward, Florida,
Hospital District,
5.500% due 5/1/28 A1 A+ 1,196,250
1,500,000 Tallahassee Health
Facilities Revenue,
Tallahassee Memorial
Regional Medical Center,
Series B, (MBIA Insured),
6.000% due 12/1/15 Aaa AAA 1,400,625
500,000 Tallahassee, Florida,
Electric Revenue, Series B,
6.200% due 10/1/12 Aa AA- 483,125
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
14
<PAGE>249
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (CONTINUED) OCTOBER 31, 1994
<TABLE>
<CAPTION>
RATINGS
(UNAUDITED) MARKET VALUE
FACE VALUE MOODY'S S&P (NOTE 1)
----------------------------------------------------------------------------
<C> <S> <C> <C> <C>
MUNICIPAL BONDS AND NOTES -- (CONTINUED)
FLORIDA -- (CONTINUED)
Tampa, Florida:
$1,000,000 Revenue Allegany Health
Systems,
(St. Joseph's Project),
(MBIA Insured),
6.700% due 12/1/12 Aaa AAA $ 1,000,000
500,000 (Florida Aquarium Inc.
Project),
7.750% due 5/1/27 NR NR 525,000
100,000 Water and Sewer Revenue
Bonds, Series A,
Short-Rites, (FGIC Insured)
9.473% due 10/1/12 Aaa AAA 97,125
250,000 Titusville, Florida, Water
and Sewer Revenue Bonds,
Series A,
6.000% due 10/1/24 Aaa AAA 229,687
500,000 West Palm Beach, Florida,
Community Redevelopment
Agency, Series A,
(prerefunded 3/1/02),
6.750% due 3/1/14 A NR 534,375
----------------------------------------------------------------------------
47,299,725
----------------------------------------------------------------------------
GUAM -- 1.5%
750,000 Guam Airport Authority
Revenue, Series A,
6.500% due 10/1/23 NR BBB 692,812
----------------------------------------------------------------------------
PUERTO RICO -- 0.9%
500,000 Commonwealth of Puerto
Rico, Registered Rites,
(AMBAC Insured),
5.875% due 7/1/18 Aaa AAA 454,375
----------------------------------------------------------------------------
SHORT-TERM MUNICIPAL BONDS AND NOTES -- 1.4%
700,000 St. Lucie County, Florida,
Solid Waste
3.650% due 1/1/27+ A2 A-1 700,000
----------------------------------------------------------------------------
TOTAL INVESTMENTS (Cost $52,360,522*) 100.1% 49,146,912
OTHER ASSETS AND LIABILITIES (NET) (0.1)% (34,245)
----------------------------------------------------------------------------
NET ASSETS 100.0% $49,112,667
----------------------------------------------------------------------------
<FN>
* Aggregate cost for Federal tax purposes.
+ Variable rate daily demand notes payable upon not more than one business
day's notice.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
15
<PAGE>250
Smith Barney
Florida Municipals Fund
- ---------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES OCTOBER 31, 1994
<TABLE>
<S> <C> <C>
ASSETS:
Investments, at value (Cost
$52,360,522) (Note 1)
See accompanying schedule $49,146,912
Cash 50,990
Interest receivable 837,884
Receivable for Fund shares sold 216,786
Unamortized organization costs (Note 7) 87,709
- ----------------------------------------------------------------------------
TOTAL ASSETS 50,340,281
- ----------------------------------------------------------------------------
LIABILITIES:
Payable for investment securities
purchased $1,005,533
Payable for fund shares purchased 98,046
Dividends payable 22,237
Distribution fee payable (Note 3) 15,127
Investment advisory fee payable (Note
2) 8,347
Service fee payable (Note 3) 6,395
Trustees' fees and expenses (Note 2) 5,500
Administration fee payable (Note 2) 4,770
Custodian fee payable (Note 2) 4,000
Transfer agent fees payable (Note 2) 3,200
Accrued expenses and other payables 54,459
- ----------------------------------------------------------------------------
TOTAL LIABILITIES 1,227,614
- ----------------------------------------------------------------------------
NET ASSETS $49,112,667
- ----------------------------------------------------------------------------
NET ASSETS consist of:
Distributions in excess of net
investment income $ (22,237)
Accumulated net realized loss on
investments sold (561,473)
Unrealized depreciation of investments (3,213,610)
Par value 5,315
Paid-in capital in excess of par value 52,904,672
- ----------------------------------------------------------------------------
TOTAL NET ASSETS $49,112,667
- ----------------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
16
<PAGE>251
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES (CONTINUED) OCTOBER 31, 1994
<TABLE>
<S> <C>
NET ASSETS VALUE:
CLASS A SHARES:
NET ASSET VALUE and redemption price per share
($14,086,844 DIVIDED BY 1,524,048 shares of beneficial
interest outstanding) $9.24
- ------------------------------------------------------------------------------
MAXIMUM OFFERING PRICE PER SHARE ($9.24 DIVIDED BY 0.955)
(based on sales charge of 4.50% of the offering price on
October 31,1994) $9.68
- ------------------------------------------------------------------------------
CLASS B SHARES:
NET ASSET VALUE and offering price per share+
($35,025,823 DIVIDED BY 3,790,661 shares of beneficial
interest outstanding) $9.24
- ------------------------------------------------------------------------------
<FN>
+ Redemption price per share is equal to Net Asset Value less any applicable
CDSC.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
17
<PAGE>252
Smith Barney
Florida Municipals Fund
- ---------------------------------------------------------------------------
STATEMENT OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 1994
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Interest $ 3,144,714
- -------------------------------------------------------------------------------
TOTAL INVESTMENT INCOME 3,144,714
- -------------------------------------------------------------------------------
EXPENSES:
Distribution fee (Note 3) $ 183,789
Investment advisory fee (Note 2) 179,905
Administration fee (Note 2) 102,803
Service fee (Note 3) 77,102
Legal and audit fees 74,578
Registration and filing fees 46,486
Trustees fees' and expenses (Note 2) 40,681
Amortization of organization costs (Note 7) 29,238
Custodian fees (Note 2) 22,938
Transfer agent fees (Notes 2 and 4) 20,874
Other 60,785
Fees waived by investment adviser and
administrator (Note 2) (145,982)
- -------------------------------------------------------------------------------
TOTAL EXPENSES 693,197
- -------------------------------------------------------------------------------
NET INVESTMENT INCOME 2,451,517
- -------------------------------------------------------------------------------
REALIZED AND UNREALIZED LOSS ON INVESTMENTS (NOTES 1 AND 5):
Net realized loss on investments sold during the year (561,473)
Net unrealized depreciation of investments during the year (5,972,896)
- -------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS (6,534,369)
- -------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $(4,082,852)
- -------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
18
<PAGE>253
Smith Barney
Florida Municipals Fund
- ---------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR PERIOD
ENDED ENDED
10/31/94 10/31/93*
<S> <C> <C>
Net investment income $ 2,451,517 $ 1,509,040
Net realized gain/(loss) on investments sold during the
period (561,473) 253,201
Net unrealized appreciation/(depreciation) on
investments during the period (5,972,896) 2,759,286
- -------------------------------------------------------------------------------------
Net increase/(decrease) in net assets resulting from
operations (4,082,852) 4,521,527
Distributions to shareholders from net investment
income:
Class A (748,400) (468,582)
Class B (1,703,117) (1,040,458)
Distributions in excess of net investment income:
Class A (15,001) --
Class B (34,140) --
Distribution to shareholders from net realized gain on
investments
Class A (37,401) (36,930)
Class B (87,745) (91,125)
Net increase in net assets from Fund share transactions
(Note 6):
Class A 2,509,303 12,571,092
Class B 5,033,792 32,722,704
- -------------------------------------------------------------------------------------
Net increase in net assets 834,439 48,178,228
NET ASSETS:
Beginning of year 48,278,228 100,000
- -------------------------------------------------------------------------------------
End of year (including distributions in excess of net
income of $22,237 at October 31, 1994) $49,112,667 $48,278,228
- -------------------------------------------------------------------------------------
<FN>
* The Fund commenced operations on November 6, 1992.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
19
<PAGE>254
Smith Barney
Florida Municipals Fund
- ---------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
FOR A CLASS A SHARE OUTSTANDING THROUGHOUT EACH PERIOD.
<TABLE>
<CAPTION>
YEAR PERIOD
ENDED ENDED
10/31/94*** 10/31/93*
<S> <C> <C>
Net Asset Value, beginning of period $ 10.53 $ 9.55
- -------------------------------------------------------------------------------------
Income from investment operations:
Net investment income+ 0.51 0.49
Net realized and unrealized gain/(loss) on investments (1.25) 1.02
- -------------------------------------------------------------------------------------
Total from investment operations (0.75) 1.51
Less Distributions:
Dividends from net investment income (0.51) (0.49)
Distributions in excess of net investment income (0.01) --
Distributions from net realized capital gains (0.03) (0.04)
- -------------------------------------------------------------------------------------
Total distributions (0.55) (0.53)
- -------------------------------------------------------------------------------------
Net Asset Value, end of period $ 9.24 $ 10.53
- -------------------------------------------------------------------------------------
Total Return++ (7.31)% 16.07%
- -------------------------------------------------------------------------------------
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's) $14,087 $13,450
Ratio of operating expenses to average net assets+++ 0.99% 0.97%**
Ratio of net investment income to average net assets 5.13% 4.78%**
Portfolio turnover rate 55% 27%
- -------------------------------------------------------------------------------------
<FN>
* The Fund commenced operations on November 6, 1992.
** Annualized.
*** Per share amounts have been calculated using the monthly average share
method, which more appropriately presents the per share data for the period
since the use of the undistributed method does not accord with results of
operations.
+ Net investment income before waiver of fees by investment adviser and
administrator was $0.48 and $0.45 for the year ended October 31, 1994 and the
period ended October 31, 1993, respectively.
++ Total return represents aggregate total return for the period indicated and
does not reflect any applicable sales charge.
+++ Annualized expense ratio before waiver of fees by investment adviser and
administrator was 1.27% and 1.38% for the year ended October 31, 1994 and the
period ended October 31, 1993, respectively.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
20
<PAGE>255
Smith Barney
Florida Municipals Fund
- --------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
FOR A CLASS B SHARE OUTSTANDING THROUGHOUT EACH PERIOD.
<TABLE>
<CAPTION>
YEAR PERIOD
ENDED ENDED
10/31/94*** 10/31/93*
<S> <C> <C>
Net Asset Value, beginning of period $ 10.53 $ 9.55
- -------------------------------------------------------------------------------------
Income from investment operations:
Net investment income+ 0.46 0.44
Net realized and unrealized gain/(loss) on investments (1.25) 1.02
- -------------------------------------------------------------------------------------
Total from investment operations (0.79) 1.46
Less distributions:
Dividends from net investment income (0.46) (0.44)
Distributions in excess of net investment income (0.01) --
Distributions from net realized capital gains (0.03) (0.04)
- -------------------------------------------------------------------------------------
Total distributions (0.50) (0.48)
- -------------------------------------------------------------------------------------
Net Asset Value, end of period $ 9.24 $ 10.53
- -------------------------------------------------------------------------------------
Total Return++ (7.76)% 15.52%
- -------------------------------------------------------------------------------------
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's) $35,026 $34,828
Ratio of operating expenses to average net assets+++ 1.49% 1.48%**
Ratio of net investment income to average net assets 4.62% 4.27%**
Portfolio turnover rate 55% 27%
- -------------------------------------------------------------------------------------
<FN>
* The Fund commenced operations on November 6, 1992.
** Annualized.
*** Per share amounts have been calculated using the monthly average share
method, which more appropriately presents the per share data for the period
since the use of the undistributed method does not accord with results of
operations.
+ Net investment income before waiver of fees by investment adviser and
administrator was $0.43 and $0.40 for the year ended October 31, 1994 and the
period ended October 31, 1993, respectively.
++ Total return represents aggregate total return for the period indicated and
does not reflect any applicable sales charge.
+++ Annualized expense ratio before waiver of fees by investment adviser and
administrator was 1.78% and 1.88% for the year ended October 31, 1994 and the
period ended October 31, 1993, respectively.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
21
<PAGE>256
Smith Barney
Florida Municipals Fund
- ---------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
Smith Barney Florida Municipals Fund (formerly known as Smith Barney Shearson
Florida Municipals Fund) (the "Fund"), is a non-diversified, open-end management
investment company registered with the Securities and Exchange Commission under
the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund was
organized on August 31, 1992 under the laws of The Commonwealth of Massachusetts
and is a business entity commonly known as a "Massachusetts business trust." The
Fund commenced operations on November 6, 1992. The Fund offers two classes of
shares to the general public: Class A shares and Class B shares. Class A shares
are sold with a front-end sales charge. Class B shares may be subject to a
contingent deferred sales charge ("CDSC"). Class B shares will automatically
convert to Class A shares eight years after the original purchase date. Each
class of shares has identical rights and privileges except with respect to the
effect of the respective sales charges, the distribution and/
or service fees borne by each class, expenses allocable exclusively to each
class, voting rights on matters affecting a single class, the exchange privilege
of each class and the conversion feature of Class B shares. The following is a
summary of significant accounting policies consistently followed by the Fund in
the preparation of its financial statements.
PORTFOLIO VALUATION: Securities are valued at the close of trading on the New
York Stock Exchange, Inc. by The Boston Company Advisors, Inc. ("Boston
Advisors") after consultation with an independent pricing service (the
"Service") approved by the Board of Trustees. When, in the judgment of the
Service, quoted bid prices for investments are readily available and are
representative of the bid side of the market, these investments are valued at
the mean between the quoted bid prices and asked prices (as obtained by the
Service from dealers in such securities). Securities for which, in the judgment
of the Service, there are no readily available market quotations (which may
constitute a majority of the portfolio securities) are carried at fair value as
determined by the Service, based on methods which include consideration of:
yields or prices of municipal securities of comparable quality, coupon, maturity
and type; indications as to values from dealers; and general market conditions.
Short-term investments that mature in 60 days or less are valued at amortized
cost whenever the Board of Trustees determines that amortized cost reflects the
fair value of those investments.
22
<PAGE>257
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are
recorded as of the trade date. Interest income is recorded on the accrual basis.
Realized gains and losses from securities sold are recorded on the identified
cost basis. Investment income and realized and unrealized gains and losses are
allocated based upon the relative net assets of each class.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: Dividends from net investment
income, if any, are determined on a class level, and are declared daily and paid
on the last business day of the Smith Barney Inc. ("Smith Barney") statement
month. Distributions determined on a Fund level, if any, of any net short- and
long-term capital gains earned by the Fund will be declared and paid annually
after the close of the fiscal year in which they are earned. Additional
distributions of net investment income and capital gains for the Fund may be
made at the discretion of the Board of Trustees in order to avoid the
application of a 4% nondeductible excise tax on certain undistributed amounts of
net investment income and capital gains. To the extent net realized capital
gains can be offset by capital losses and loss carryforwards, it is the policy
of the Fund not to distribute such gains. Permanent differences incurred during
the year ended October 31, 1994 resulting from excess distributions have been
reclassified to paid in capital at year end.
Income distributions and capital gain distributions on a Fund level are
determined in accordance with income tax regulations which may differ from
generally accepted accounting principles. These differences are primarily due to
differing treatments of income and gains on various investment securities held
by the Fund, timing differences and differing characterization of distributions
made by the Fund as a whole.
FLORIDA TAXES: Florida currently imposes an "intangibles tax" on certain
securities and other intangible assets owned by Florida residents. The Fund has
received a ruling from Florida authorities that, if on December 31 of any year
the Fund's portfolio consists solely of assets exempt from the intangibles tax,
the Fund's shares will be exempt from the Florida intangibles tax for the
following calendar year. The Fund intends to manage its portfolio so that the
Fund's shares will be exempt from the Florida intangibles tax.
23
<PAGE>258
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FEDERAL INCOME TAXES: The Fund intends to qualify as a regulated investment
company, if such qualification is in the best interests of its shareholders, by
complying with the requirements of the Internal Revenue Code of 1986, as
amended, applicable to regulated investment companies and by distributing
substantially all of its earnings to its shareholders. Therefore, no Federal
income tax provision is required.
2. INVESTMENT ADVISORY FEE,
ADMINISTRATION FEE AND OTHER TRANSACTIONS
The Fund has entered into an investment advisory agreement (the "Advisory
Agreement") with Greenwich Street Advisors, a division of Mutual Management
Corp., which has been transferred effective November 7, 1994, to Smith Barney
Mutual Fund Management Inc. ("SBMFM"). Mutual Management Corp. and SBMFM are
both wholly owned subsidiaries of Smith Barney Holdings Inc. ("Holdings").
Holdings is a wholly owned subsidiary of The Travelers Inc. Under the Advisory
Agreement, the Fund pays a monthly fee at the following annual rates: .35% of
the value of the Fund's average daily net assets up to $500 million and .32% of
the value of its average daily net assets in excess of $500 million.
Prior to April 20, 1994, the Fund was party to an administration agreement (the
"Administration Agreement") with Boston Advisors, an indirect wholly owned
subsidiary of Mellon Bank Corporation ("Mellon"). Under the Administration
Agreement, the Fund paid a fee computed daily and paid monthly based on the
following annual rates: 0.20% of the value of the Fund's average daily net
assets up to $500 million and 0.18% of the value of the Fund's average daily net
assets in excess of $500 million. As of the close of business on April 20, 1994,
SBMFM (formerly known as Smith, Barney Advisers, Inc.) succeeded Boston Advisors
as the Fund's administrator. The new administration agreement contains
substantially the same terms and conditions, including the level of fees, as the
predecessor agreement.
As of the close of business on April 20, 1994, the Fund and SBMFM entered into a
sub-administration agreement ("Sub-Administration Agreement") with
24
<PAGE>259
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Boston Advisors. Under the Sub-Administration Agreement, SBMFM pays Boston
Advisors a portion of its fee at a rate agreed upon from time to time between
SBMFM and Boston Advisors.
From time to time the investment adviser and the administrator may voluntarily
waive a portion or all of their respective fees otherwise payable to them. For
the year ended October 31, 1994, the investment adviser and the administrator
voluntarily waived fees in the amounts of $92,898 and $53,084, respectively.
For the year ended October 31, 1994, Smith Barney received $82,800 from
investors representing commissions (sales charges) on sales of Class A shares.
A CDSC is generally payable by a shareholder in connection with the redemption
of Class B shares within five years after the date of purchase. In circumstances
in which the charge is imposed, the amount of the charge ranges between 4.5% and
1% of net asset value depending on the number of years since the date of
purchase. For the year ended October 31, 1994, Smith Barney received from
shareholders $103,281 in CDSCs on the redemption of Class B shares.
No officer, director or employee of Smith Barney or any of its affiliates
receives any compensation from the Fund for serving as a Trustee or officer of
the Fund. The Fund pays each Trustee who is not an officer, director, or
employee of Smith Barney or any of its affiliates $2,500 per annum plus $250 per
meeting attended and reimburses each such Trustee for travel and out-of-pocket
expenses.
Boston Safe Deposit and Trust Company, an indirect wholly owned subsidiary of
Mellon, serves as the Fund's custodian. The Shareholder Services Group, Inc., a
subsidiary of First Data Corporation, serves as the Fund's transfer agent.
25
<PAGE>260
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. DISTRIBUTION PLAN
Smith Barney acts as distributor of the Fund's shares pursuant to a distribution
agreement with the Fund, and sells shares of the Fund through Smith Barney or
its affiliates.
Pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a services and
distribution plan (the "Plan"). Under this Plan, the Fund compensates Smith
Barney for servicing shareholder accounts for Class A and Class B shareholders,
and covers expenses incurred in distributing Class B shares. Smith Barney is
paid an annual service fee with respect to Class A and Class B shares of the
Fund at the annual rate of 0.15% of the value of the average daily net assets of
each respective class of shares. Smith Barney is also paid an annual
distribution fee with respect to Class B shares at the annual rate of 0.50% of
the value of the average daily net assets attributable to those shares. During
the year ended October 31, 1994, the Fund incurred $21,965 and $55,137 in
service fees for Class A and Class B shares, respectively. For the year ended
October 31, 1994, the Fund incurred $183,789 in distribution fees for Class B
shares.
4. EXPENSE ALLOCATION
Expenses of the Fund not directly attributable to the operations of any class of
shares are prorated among the classes based upon the relative net assets of each
class. Operating expenses directly attributable to a class of shares are charged
to that class' operations. In addition to the above servicing and distribution
fees, class specific operating expenses for the year ended October 31, 1994
included transfer agent fees of $5,154 and $15,720 for Class A and Class B
shares, respectively.
5. PURCHASES AND SALES OF SECURITIES
Cost of purchases and proceeds from sales of investment securities, excluding
short-term investments, for the year ended October 31, 1994, amounted to
$34,144,042 and $28,244,036, respectively.
26
<PAGE>261
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
At October 31, 1994, the aggregate gross unrealized appreciation for all
securities in which there was an excess of value over tax cost amounted to
$56,322, and the aggregate gross unrealized depreciation for all securities in
which there was an excess of tax cost over value amounted to $3,269,932.
6. SHARES OF BENEFICIAL INTEREST
At October 31, 1994, an unlimited number of shares of beneficial interest with
par value of $.001 per share were authorized and divided into two classes, Class
A and Class B.
Changes in shares of beneficial interest outstanding were as follows:
<TABLE>
<CAPTION>
YEAR ENDED PERIOD ENDED
10/31/94 10/31/93*
CLASS A SHARES: Shares Amount Shares Amount
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------
Sold 613,550 $ 6,194,067 1,353,429 $13,396,864
Issued as reinvestment of dividends 48,516 481,110 29,852 305,222
Redeemed (415,343) (4,165,874) (111,192) (1,130,994)
- -------------------------------------------------------------------------------------
Net increase 246,723 $ 2,509,303 1,272,089 $12,571,092
- -------------------------------------------------------------------------------------
<CAPTION>
YEAR ENDED PERIOD ENDED
10/31/94 10/31/93*
CLASS B SHARES: Shares Amount Shares Amount
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------
Sold 1,031,963 $ 10,397,778 3,617,319 $35,975,175
Issued as reinvestment of dividends 102,199 1,014,195 61,430 629,256
Redeemed (651,380) (6,378,181) (376,106) (3,881,727)
- -------------------------------------------------------------------------------------
Net increase 482,782 $ 5,033,792 3,302,643 $32,722,704
- -------------------------------------------------------------------------------------
<FN>
* The Fund commenced operations on November 6, 1992.
</TABLE>
7. ORGANIZATION COSTS
The Fund bears all costs in connection with its organization including the fees
and expenses of registering and qualifying its shares for distribution under
Federal and state securities regulations. All such costs are being amortized on
the straight-line method over a period of five years from November 6, 1992
(commencement of operations). In the event any of the initial shares in the Fund
are redeemed during such period, the Fund will be
27
<PAGE>262
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
reimbursed for any unamortized organization costs in the same proportion as the
number of shares redeemed bears to the number of initial shares outstanding at
the time of redemption.
8. CONCENTRATION OF CREDIT
The Fund primarily invests in debt obligations issued by the State of Florida
and its political subdivisions, agencies and public authorities to obtain funds
for various public purposes. The Fund is more susceptible to factors adversely
affecting issuers of Florida municipal securities than is a municipal bond fund
that is not concentrated in these issuers to the same extent.
9. CAPITAL LOSS CARRYFORWARD
At October 31, 1994, the Fund had available for Federal income tax purposes an
unused capital loss carryforward of $561,473 expiring in 2002.
10. CAPITAL STRUCTURE
On July 20, 1994, the Board of Trustees of the Fund approved several changes to
the class and pricing structure of Smith Barney Shearson Mutual Funds to
facilitate consolidation of that fund complex with the Smith Barney mutual fund
complex (the "Uniform Structure"). Under the Uniform Structure, effective
November 7, 1994, shares previously designated as Class A or Class B shares
retained their designations. In addition, the Fund offers newly designated Class
C and Class Y shares. Adoption of the Uniform Structure has no effect on the
rights and privileges of the Fund's current shareholders.
28
<PAGE>263
Smith Barney
Florida Municipals Fund
- ---------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE SHAREHOLDERS AND BOARD OF TRUSTEES OF
SMITH BARNEY FLORIDA MUNICIPALS FUND:
We have audited the accompanying statement of assets and liabilities of Smith
Barney Florida Municipals Fund (formerly Smith Barney Shearson Florida
Municipals Fund), including the schedule of portfolio investments, as of October
31, 1994, the related statement of operations for the year then ended, and the
statement of changes in net assets and the financial highlights for the year
then ended and for the period from November 6, 1992 (commencement of operations)
through October 31, 1993. These financial statements and financial highlights
are the responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1994 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Smith
Barney Florida Municipals Fund as of October 31, 1994, the results of its
operations for the year then ended, and the changes in its net assets, and the
financial highlights for the year then ended and for the period from November 6,
1992 (commencement of operations) through October 31, 1993, in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 8, 1994
29
<PAGE>264
Smith Barney
Florida Municipals Fund
- --------------------------------------------------------------------
TAX INFORMATION (UNAUDITED)
FISCAL YEAR ENDED OCTOBER 31, 1994
Of the dividends paid from net investment income for the year ended October 31,
1994, 99% is tax-exempt for regular Federal income tax purposes.
30
<PAGE>265
Smith Barney
Florida Municipals Fund
- ---------------------------------------------------------------------------
PARTICIPANTS
DISTRIBUTOR
Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
INVESTMENT ADVISER
AND ADMINISTRATOR
Smith Barney Mutual Funds
Management Inc.
388 Greenwich Street
New York, New York 10013
SUB-ADMINISTRATOR
The Boston Company Advisors, Inc.
One Boston Place
Boston, Massachusetts 02108
COUNSEL
Willkie Farr & Gallagher
153 East 53rd Street
New York, New York 10022
TRANSFER AGENT
The Shareholder Services Group, Inc.
Exchange Place
Boston, Massachusetts 02109
CUSTODIAN
Boston Safe Deposit
and Trust Company
One Boston Place
Boston, Massachusetts 02108
31
<PAGE>266
Smith Barney
Florida Municipals Fund
- ---------------------------------------------------------------------------
GLOSSARY OF COMMONLY USED MUTUAL FUND TERMS
CAPITAL GAIN (OR LOSS) This is the increase (or decrease) in the market value
(price) of a security in your portfolio. If a stock or bond appreciates in
price, there is a capital gain; if it depreciates, there is a capital loss. A
capital gain or loss is "realized" upon the sale of a security; if net capital
gains exceed net capital losses, there may be a capital gain distribution to
shareholders.
CDSC (CONTINGENT DEFERRED SALES CHARGE) One kind of back-end load, a CDSC is
imposed if shares are redeemed during the first few years of ownership. The CDSC
may be expressed as a percentage of either the original purchase price or the
redemption proceeds. Most CDSCs decline over time, and some will not be charged
if shares are redeemed after a certain period of time.
DISTRIBUTION RATE This is the rate at which a mutual fund pays out (or
distributes) interest, dividends and realized capital gains to shareholders. A
fund's distribution rate is usually expressed as an annualized percent of the
fund's offering price.
DIVIDEND This is income generated by securities in a portfolio and distributed
after expenses to shareholders.
FRONT-END SALES CHARGE This is the sales charge applied to an investment at the
time of initial purchase.
NET ASSET VALUE (NAV) Net Asset Value is the total market value of all
securities held by a fund, minus any liabilities, divided by the number of
shares outstanding. It is the value of a single share of a mutual fund on a
given day. The total value of your investment would be the NAV multiplied by the
number of shares you own.
SEC YIELD This standardized calculation of a mutual fund's yield is based on a
formula developed by the Securities and Exchange Commission (SEC) to allow funds
to be compared on an equal basis. It is an annualized yield based on the
portfolio's potential earnings from dividends, interest and yield to maturity of
its holdings, and it reflects the payments of all portfolio expenses for the
most recent 30-day period. Mutual funds are required to use this figure when
stating yield.
TOTAL RETURN Total return measures a fund's performance, taking into account
the combination of dividends paid and the gain or loss in the value of the
securities held in the portfolio. It may be expressed on an AVERAGE ANNUAL basis
or CUMULATIVE basis (total change over a given period). In addition, total
return may be expressed with or without the effects of sales charges or the
reinvestment of dividends and capital gains.
Whenever a fund reports any type of performance, it must also report the average
annual total return according to the standardized calculation developed by the
SEC. The SEC AVERAGE ANNUAL TOTAL RETURN calculation includes the effects of all
fees and sales charges and assumes the reinvestment of all dividends and capital
gains.
32
<PAGE>267
FLORIDA
MUNICIPALS
FUND
TRUSTEES
Herbert Barg
Alfred J. Bianchetti
Martin Brody
Dwight B. Crane
James J. Crisona
Burt N. Dorsett
Robert A. Frankel
Dr. Paul Hardin
Elliot S. Jaffe
Stephen E. Kaufman
Joseph J. McCann
Heath B. McLendon
Cornelius C. Rose, Jr.
OFFICERS
Heath B. McLendon
CHAIRMAN OF THE BOARD
AND INVESTMENT OFFICER
Stephen J. Treadway
PRESIDENT
Lawrence T. McDermott
VICE PRESIDENT AND
INVESTMENT OFFICER
Karen L. Mahoney-Malcomson
INVESTMENT OFFICER
Lewis E. Daidone
SENIOR VICE PRESIDENT
AND TREASURER
Christina T. Sydor
SECRETARY
[LOGO]
THIS REPORT IS SUBMITTED FOR THE GENERAL INFORMATION OF THE SHAREHOLDERS OF
SMITH BARNEY FLORIDA MUNICIPALS FUND. IT IS NOT AUTHORIZED FOR DISTRIBUTION TO
PROSPECTIVE INVESTORS UNLESS ACCOMPANIED OR PRECEDED BY AN EFFECTIVE PROSPECTUS
FOR THE FUND, WHICH CONTAINS INFORMATION CONCERNING THE FUND'S INVESTMENT
POLICIES, FEES AND EXPENSES AS WELL AS OTHER PERTINENT INFORMATION.
SMITH BARNEY
MUTUAL FUNDS
388 Greenwich Street
New York, New York 10013
[LOGO]
Fund 237, 238
FD0462 L4
<PAGE>268
SEMI-ANNUAL REPORT
OF
SMITH BARNEY FLORIDA MUNICIPALS FUND
FOR THE SIX-MONTH PERIOD ENDED APRIL 30, 1995
<PAGE>269
[GRAPHIC]
SMALL BOX ABOVE FUND NAME SHOWING
A FLORIDA SKYSCAPER WITH ATTACHED
BRIDGES.
SEMI- SMITH BARNEY
ANNUAL FLORIDA
REPORT MUNICIPALS
FUND
.......................................
APRIL 30, 1995
[LOGO]
<PAGE>270
Florida Municipals Fund
DEAR SHAREHOLDER:
We are pleased to provide you with the semi-annual report and
portfolio of investments for Smith Barney Florida Municipals
Fund for the six months ended April 30, 1995. Reflecting the
improvement in the municipal market that began in late 1994, the
Fund's Class A and B shares earned a total return of 8.35% and 8.08%,
respectively for this six-month period. Class C shares, a newly
available class of shares, earned a total return of 12.71% for the
period between November 15, 1994 and April 30, 1995. Additional
performance data for each class of shares during this and previous
reporting periods is available in the performance section of the
report following this letter.
MARKET AND ECONOMIC UPDATE
The tax-exempt market has had virtually a non-stop rally since the beginning of
1995 and has recovered from the fall in bond prices in 1994. The recent increase
in the price of fixed income securities has resulted from the Federal Reserve's
seemingly successful policies to slow economic growth and achieve a "soft
landing" for the economy. A decline of approximately 40% in new bond issuance
coupled with the fact that older, higher interest rate debt continues to be
called and mature at a record pace, has also helped strengthen the tax-exempt
market. We believe this supply-demand imbalance will continue over the next six
months and contribute to greater market stability. Unfortunately, recent calls
by the U.S. Congress for tax reform have added uncertainty and a somewhat
negative tone to the tax-exempt market. The tax reform proposal which has
received the most press coverage -- the 17% flat tax -- would result in
increased borrowing costs for state and local governments, and also would reduce
the volume of home mortgage and charitable deductions. However, we believe it is
too early in the legislative process to accurately predict what kind of tax
reform, if any, will actually be enacted and equally premature for investors to
consider avoiding the municipals market. Based on recent trends, we believe that
the current yield range of 6 3/4 to 7% on long-term Treasuries and 5 3/4% on
AAA-rated municipals likely will be sustained.
The State of Florida continues to experience rapid, evolutionary economic
development. Florida's economy is becoming less reliant on agriculture and
seasonal tourism, and instead growth is increasingly coming from the expanding
service and trade sectors, especially banking, insurance and exports. This, in
turn, has resulted in a greater need for infrastructure development and
consequently more bond issuance throughout the State.
1
<PAGE>271
- --------------------------------------------------------------------
D I V I D E N D P O L I C Y
ALTHOUGH NOT EXPLICITLY STATED IN THE PROSPECTUS, THE FUND'S POLICY IS TO
PAY A LEVEL MONTHLY DIVIDEND BASED ON OUR PROJECTIONS FOR THE MUNICIPAL BOND
MARKET AND THE GENERAL DIRECTION OF INTEREST RATES. THIS POLICY HAS NO
APPRECIABLE EFFECT ON THE FUND'S INVESTMENT STRATEGIES OR NET ASSET VALUE
PER SHARE SINCE IT IS GUIDED BY MARKET CONDITIONS. IT MEANS THAT WE DO NOT
INVEST IN SPECULATIVE SECURITIES WHICH MAY UNDERMINE THE FUND'S NET ASSET
VALUE PER SHARE IN ORDER TO MAINTAIN AN UNREALISTICALLY HIGH DIVIDEND
POLICY. WE CONTINUALLY MONITOR BOTH THE MARKET AND THE FUND'S INCOME STREAM
TO SEE THAT OUR DIVIDEND PROJECTIONS ARE REALISTIC.
The appetite of Florida residents for quality tax-exempt bonds has been strong,
and new issuance has been quickly absorbed into the market.
PORTFOLIO UPDATE
During the six months ended April 30, 1995, the Fund continued to be invested in
long-term Florida municipal issues in order to offer investors a high level of
income exempt from the State's intangibles tax. At the end of April, 88% of the
Fund's portfolio was invested in securities rated as investment grade (BBB/Baa
or higher) by either Standard & Poor's Corporation or Moody's Investors Service.
The majority of its holdings were in general obligations, housing and utility
bonds. Other large holdings for the Fund were hospital, education and pollution
control issues. The Fund's average maturity at the end of April was 23.7 years.
We appreciate the opportunity to help you meet your investment objective of
tax-free income and value your confidence in our management abilities. We look
forward to reporting to you in December in the Fund's Annual Report.
Sincerely,
Heath B. McLendon Lawrence T. McDermott
CHAIRMAN OF THE BOARD VICE PRESIDENT AND
AND INVESTMENT OFFICER INVESTMENT OFFICER
JUNE 6, 1995
2
<PAGE>272
Smith Barney
Florida Municipals Fund
- ------------------------------------------
PORTFOLIO HIGHLIGHTS (UNAUDITED) APRIL 30, 1995
INDUSTRY BREAKDOWN
Pie chart depicting the allocation of the Florida Municipals Fund's investment
securities held at April 30, 1995 by industry classification. The pie is broken
in pieces representing industries in the following percentages:
<TABLE>
<CAPTION>
INDUSTRY PERCENTAGE
<S> <C>
Transportation 3.8%
Pollution Control 7.5%
Industrial 2.9%
Utility 14.3%
General Obligation 18.6%
Other Industries and Net Other Assets and Liabilities 15.3%
Education 8.6%
Housing 16.3%
Hospital 12.7%
</TABLE>
SUMMARY OF MUNICIPAL BONDS AND NOTES
BY COMBINED RATINGS.
<TABLE>
<CAPTION>
Standard & Percent
Moody's Poor's of Value
<S> <C> <C> <C>
--------------------------------------------
AAA OR AAA 49%
--------------------------------------------
AA AA 7
--------------------------------------------
A A 11
--------------------------------------------
BAA BBB 21
--------------------------------------------
BA BB 2
--------------------------------------------
NR NR 10
--------------------------------------------
100%
---------------
</TABLE>
AVERAGE MATURITY 23.7 years
3
<PAGE>273
Smith Barney
Florida Municipals Fund
- ------------------------------------------
PORTFOLIO OF INVESTMENTS (UNAUDITED) APRIL 30, 1995
-------------------------------------------------------------
<TABLE>
<S> <C> <C>
KEY TO INSURANCE ABBREVIATIONS
AMBAC -- American Municipal Bond
Assurance Corporation
CO LEE -- College Construction Loan
Association
FGIC -- Federal Guaranty Insurance
Corporation
FHA -- Federal Housing Administration
MBIA -- Municipal Bond Investors
Assurance
</TABLE>
<TABLE>
<CAPTION>
RATINGS MARKET VALUE
FACE VALUE MOODY'S S&P (NOTE 1)
<C> <S> <C> <C> <C>
-----------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES -- 98.9%
FLORIDA -- 96.6%
Alachua County, Florida,
Health Facilities
Authority, Santa Fe
Healthcare System, Health
Revenue:
$ 215,000 6.875% due 11/15/02 Baa1 BBB+ $ 224,406
640,000 6.050% due 11/15/16 Baa1 BBB+ 590,400
250,000 Boca Raton, Florida,
Special Assessment
Improvement, (Visions 90
Project),
6.000% due 7/1/22 A1 NR 245,000
500,000 Boynton Beach, Florida,
Utility System Revenue
Bonds, (FGIC Insured),
6.250% due 11/1/20 Aaa AAA 504,375
860,000 Bradford County, Florida,
Health Facilities
Authority, (Santa Fe
Project),
6.050% due 11/15/16 Baa BBB+ 782,600
Brevard County, Florida:
1,000,000 Health Facilities
Authority, (Holmes Regional
Medical Center Project),
5.750% due 10/1/13 A1 NR 936,250
750,000 Housing Finance Authority,
Single Family Mortgage
Revenue,
6.600% due 9/1/16 Aaa NR 759,375
400,000 School Board Authority,
Series A, (AMBAC Insured),
6.500% due 7/1/12 Aaa AAA 417,500
500,000 Tourist Development Tax
Revenue,
6.875% due 3/1/13 NR NR 491,875
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
4
<PAGE>274
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (UNAUDITED) (CONTINUED) APRIL 30, 1995
<TABLE>
<CAPTION>
RATINGS MARKET VALUE
FACE VALUE MOODY'S S&P (NOTE 1)
-----------------------------------------------------------------------------
<C> <S> <C> <C> <C>
MUNICIPAL BONDS AND NOTES -- (CONTINUED)
FLORIDA -- (CONTINUED)
$1,000,000 Broward County, Florida,
Educational Facilities
Authority, (Co Lee
Insured),
6.000% due 4/1/13 NR AAA $ 977,500
400,000 Citrus County, Florida,
Pollution Control Revenue,
Series B, Florida Power
Corporation, (Crystal River
Project),
6.350% due 2/1/22 A1 A+ 408,000
405,000 Clearwater, Florida,
Multifamily Housing
Revenue, (Drew Gardens
Project), Series A, (FHA
Insured),
6.500% due 10/1/25 NR AAA 406,013
300,000 Collier County, Florida,
Special Assessment,
Pine/Naples--Municipal
Services,
5.600% due 11/1/13 NR BBB 267,750
500,000 Crystal River, Florida,
Water and Sewer Revenue
Bonds, (AMBAC Insured),
6.250% due 10/1/22 Aaa AAA 503,750
Dade County, Florida:
1,000,000 Aviation Facilities
Revenue, Series B , (MBIA
Insured),
6.600% due 10/1/22 Aaa AAA 1,032,500
500,000 Health Facilities
Authority, Hospital
Revenue, (North Shore
Medical Center Project),
(AMBAC Insured),
6.500% due 8/15/15 Aaa AAA 516,875
500,000 School District, Series A,
(MBIA Insured),
6.125% due 6/1/14 Aaa AAA 501,875
500,000 Davie, Florida, Water and
Sewer Revenue Bonds, (AMBAC
Insured),
6.250% due 10/1/17 Aaa AAA 506,250
1,000,000 Duval County, Florida,
Housing Finance Authority,
6.700% due 10/1/26 Aaa NR 1,007,500
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
5
<PAGE>275
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (UNAUDITED) (CONTINUED) APRIL 30, 1995
<TABLE>
<CAPTION>
RATINGS MARKET VALUE
FACE VALUE MOODY'S S&P (NOTE 1)
-----------------------------------------------------------------------------
<C> <S> <C> <C> <C>
MUNICIPAL BONDS AND NOTES -- (CONTINUED)
FLORIDA -- (CONTINUED)
$ 500,000 Enflewood, Florida, Water
Distribution Utility
System,
6.000% due 10/1/23 Aaa AAA $ 489,375
500,000 Enterprise Community
Development District,
6.125% due 5/1/24 Aaa AAA 500,000
Escambia County, Florida:
750,000 Health and Education
Financing Authority,
(Baptist Hospital & Manor
Project),
6.750% due 10/1/14 NR BBB+ 747,188
500,000 (Champion International
Corporation Project),
6.950% due 11/1/07 Baa1 BBB 518,125
500,000 Series B,
6.250% due 1/1/15 Aaa AAA 511,250
Pollution Control Revenue,
1,500,000 6.900% due 8/1/22 Baa1 BBB 1,524,375
500,000 Utility Authority Revenue,
Series A, (FGIC Insured),
6.300% due 1/1/23 Aaa AAA 505,625
750,000 Florida Department of
Transportation, (Right of
Way),
6.500% due 7/1/21 Aa AA 774,375
180,000 Turnpike Authority Revenue,
Series A, (FGIC Insured),
6.350% due 7/1/22 Aaa AAA 182,925
Florida Housing Finance
Agency:
General Mortgage, Series A,
(FHA Insured):
250,000 6.350% due 6/1/14 NR AAA 251,563
1,085,000 6.750% due 8/4/14 Aaa AAA 1,112,125
500,000 6.400% due 6/1/24 NR AAA 506,875
1,465,000 Series B,
6.650% due 7/1/26 Aa AA 1,481,481
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
6
<PAGE>276
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (UNAUDITED) (CONTINUED) APRIL 30, 1995
<TABLE>
<CAPTION>
RATINGS MARKET VALUE
FACE VALUE MOODY'S S&P (NOTE 1)
-----------------------------------------------------------------------------
<C> <S> <C> <C> <C>
MUNICIPAL BONDS AND NOTES -- (CONTINUED)
FLORIDA -- (CONTINUED)
$ 750,000 Florida State Board of
Education, Capital Outlay,
Series B,
6.700% due 6/1/22 Aa AA+ $ 789,375
Florida State Correctional
Commission, (MBIA Insured),
750,000 6.000% due 8/1/14 Aaa AAA 747,188
750,000 6.250% due 1/1/15 Aaa AAA 763,125
1,250,000 Florida State, Mid-Bay
Bridge Revenue, Series A,
6.100% due 10/1/22 NR NR 1,110,938
445,000 Fort Lauderdale, Florida,
Central Beach Community
Redevelopment Agency,
(AMBAC Insured),
6.150% due 9/1/08 Aaa AAA 453,344
Hillsborough County,
Florida:
1,000,000 Aviation Authority, Special
Purpose, (Delta Airlines
Project),
6.800% due 1/1/24 Ba3 BB 948,750
820,000 Community Center Project,
Series 2,
6.750% due 7/1/22 A A 854,850
1,125,000 School Board, Certificate
of Participation, (MBIA
Insured),
6.000% due 7/1/14 Aaa AAA 1,117,969
Hillsborough County,
Florida, Utilities Revenue,
Refunding and Improvement,
(MBIA Insured):
190,000 (prerefunded 8/1/01),
7.000% due 8/1/14 NR BBB+ 211,375
930,000 (unrefunded 8/1/01),
7.000% due 8/1/14 Baa1 BBB+ 971,850
1,000,000 Homestead, Florida,
Industrial Development
Revenue, Series A,
7.950% due 11/1/18 NR NR 955,000
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
7
<PAGE>277
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (UNAUDITED) (CONTINUED) APRIL 30, 1995
<TABLE>
<CAPTION>
RATINGS MARKET VALUE
FACE VALUE MOODY'S S&P (NOTE 1)
-----------------------------------------------------------------------------
<C> <S> <C> <C> <C>
MUNICIPAL BONDS AND NOTES -- (CONTINUED)
FLORIDA -- (CONTINUED)
$ 310,000 Jacksonville, Florida,
Hospital Revenue,
(University Medical Center,
Inc. Project), (Co Lee
Insured),
6.600% due 2/1/21 NR AAA $ 320,075
1,250,000 Lake County, Florida,
Resource Recovery,
Industrial Revenue, Series
1993-A,
5.950% due 10/1/13 Baa BBB+ 1,118,750
840,000 Leesburg, Florida, Hospital
Revenue, (Leesburg Regional
Medical Center Project),
Series B,
5.200% due 7/1/02 Baa1 BBB+ 787,500
500,000 Martin County, Florida,
Industrial Development
Revenue,
7.875% due 12/15/25 Baa3 BBB- 533,125
500,000 Melbourne, Florida, Water &
Sewer Revenue,
6.375% due 10/1/22 Aaa AAA 516,250
1,000,000 Miami, Florida, Sports
Exhibition Authority, (FGIC
Insured),
6.150% due 10/1/20 Aaa AAA 1,003,750
1,000,000 Miramar, Florida,
Wastewater Improvement
Authority,
6.750% due 10/1/16 Aaa AAA 1,068,750
Nassau County, Florida,
Pollution Control Revenue:
1,000,000 (ITT Rayonier Inc.
Project),
6.200% due 7/1/15 Baa2 BBB 956,250
595,000 (ITT Rayonier--Project 6),
6.250% due 6/1/10 Baa2 BBB 579,381
1,250,000 North Miami, Florida,
Educational Facilities
Revenue, (Johnson & Wales
University Project), Series
A,
6.100% due 4/1/13 NR NR 1,159,375
500,000 North Port, Florida,
Utility Revenue, (FGIC
Insured),
6.250% due 10/1/22 Aaa AAA 505,000
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
8
<PAGE>278
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (UNAUDITED) (CONTINUED) APRIL 30, 1995
<TABLE>
<CAPTION>
RATINGS MARKET VALUE
FACE VALUE MOODY'S S&P (NOTE 1)
-----------------------------------------------------------------------------
<C> <S> <C> <C> <C>
MUNICIPAL BONDS AND NOTES -- (CONTINUED)
FLORIDA -- (CONTINUED)
$ 500,000 Northern Palm Beach County,
Water Control District,
Unit Development No. 31,
Program 1,
6.750% due 11/1/07 NR NR $ 500,000
Orange County, Florida,
Health Facilities Authority
Revenue:
1,250,000 6.750% due 10/1/18 Aaa AAA 1,276,562
1,050,000 (Orlando Regional Health
Center), (MBIA Insured),
6.000% due 11/1/24 Aaa AAA 1,030,312
100,000 Solid Waste Facilities
Revenue Bonds, (FGIC
Insured),
6.375% due 10/1/17 Aaa AAA 102,125
Tourist Development Tax
Revenue:
750,000 Series B, (AMBAC Insured),
6.000% due 10/1/21 Aaa AAA 741,562
1,500,000 Series B,
6.000% due 10/1/24 Aaa AAA 1,475,625
400,000 Orlando, Florida:
Capital Improvement Special
Revenue,
6.000% due 10/1/22 A1 AA- 392,500
1,500,000 Orlando and Orange
Counties, Florida,
Expressway Authority, Jr.
Lien,
5.950% due 7/1/23 NR A- 1,434,375
200,000 Pace Property Finance
Authority, Utility Systems
Refunding & Improvement,
6.250% due 9/1/13 NR BBB 191,750
760,000 Palm Bay, Florida, Lease
Revenue,
6.850% due 9/1/13 Baa NR 755,250
Palm Beach County, Florida:
1,000,000 Health Facilities
Authority, (Good Samaritan
Health System Project),
6.300% due 10/1/22 NR A- 972,500
800,000 Pinellas County, Florida,
Sewer Revenue, (FGIC
Insured),
6.550% due 8/1/27 Aaa NR 802,000
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
9
<PAGE>279
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (UNAUDITED) (CONTINUED) APRIL 30, 1995
<TABLE>
<CAPTION>
RATINGS MARKET VALUE
FACE VALUE MOODY'S S&P (NOTE 1)
-----------------------------------------------------------------------------
<C> <S> <C> <C> <C>
MUNICIPAL BONDS AND NOTES -- (CONTINUED)
FLORIDA -- (CONTINUED)
$ 750,000 Plant City, Florida,
Utility System Revenue,
6.000% due 10/1/20 Aaa AAA $ 742,500
500,000 Seminole County, Florida,
Water and Sewer Revenue
Bonds, (MBIA Insured),
6.000% due 10/1/19 Aaa AAA 496,250
1,500,000 South Broward, Florida,
Hospital District,
5.500% due 5/1/28 A1 A+ 1,286,250
500,000 Tallahassee, Florida,
Electric Revenue, Series B,
6.200% due 10/1/12 Aa AA- 508,125
Tampa, Florida:
1,000,000 Revenue Allegany Health
Systems, (St. Joseph's
Project), (MBIA Insured),
6.700% due 12/1/18 Aaa AAA 1,068,750
500,000 (Florida Aquarium Inc.
Project),
7.750% due 5/1/27 NR NR 515,625
100,000 Water and Sewer Revenue
Bonds, (FGIC Insured),
6.250% due 10/1/12 Aaa AAA 102,625
500,000 Volusia County, Florida,
Educational Facilities
Authority,
6.500% due 10/15/15 NR AAA 513,750
-----------------------------------------------------------------------------
52,565,482
-----------------------------------------------------------------------------
GUAM -- 1.4%
750,000 Guam Airport Authority
Revenue, Series A,
6.500% due 10/1/23 NR BBB 750,937
-----------------------------------------------------------------------------
PUERTO RICO -- 0.9%
500,000 Commonwealth of Puerto
Rico, (AMBAC Insured),
5.875% due 7/1/18 Aaa AAA 493,125
-----------------------------------------------------------------------------
TOTAL INVESTMENTS (Cost $54,042,665*) 98.9% 53,809,544
OTHER ASSETS AND LIABILITIES (NET) 1.1 622,034
-----------------------------------------------------------------------------
NET ASSETS 100.0% $ 54,431,578
-----------------------------------------------------------------------------
<FN>
*Aggregate cost for Federal tax purposes.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
10
<PAGE>280
Smith Barney
Florida Municipals Fund
- ---------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) APRIL 30, 1995
<TABLE>
<S> <C> <C>
ASSETS:
Investments, at value (Cost
$54,042,665) (Note 1)
See accompanying schedule $53,809,544
Interest receivable 862,534
Receivable for Fund shares sold 164,328
Unamortized organization costs (Note 7) 73,090
- -------------------------------------------------------------------------
TOTAL ASSETS 54,909,496
- -------------------------------------------------------------------------
LIABILITIES:
Payable for Fund shares redeemed $143,463
Dividends payable 119,704
Due to custodian 89,679
Investment advisory fee payable (Note
2) 31,790
Administration fee payable (Note 2) 18,165
Distribution fee payable (Note 3) 15,772
Service fees payable (Note 3) 6,791
Custodian fees payable (Note 2) 3,800
Transfer agent fees payable (Note 2) 1,604
Accrued expenses and other payables 47,150
- -------------------------------------------------------------------------
TOTAL LIABILITIES 477,918
- -------------------------------------------------------------------------
NET ASSETS $54,431,578
- -------------------------------------------------------------------------
NET ASSETS consist of:
Undistributed net investment income $ 38,931
Accumulated net realized loss on
investments sold (699,295)
Unrealized depreciation of investments (233,121)
Par value 5,585
Paid-in capital in excess of par value 55,319,478
- -------------------------------------------------------------------------
TOTAL NET ASSETS $54,431,578
- -------------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
11
<PAGE>281
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (CONTINUED)
- ------------------------------------------------------------- APRIL 30, 1995
<TABLE>
<S> <C>
NET ASSET VALUE:
CLASS A SHARES:
NET ASSET VALUE and redemption price
per share
($16,459,880 DIVIDED BY 1,688,599
shares of beneficial interest
outstanding) $9.75
- ---------------------------------------------------------
MAXIMUM OFFERING PRICE PER SHARE ($9.75
DIVIDED BY 0.960)
(based on sales charge of 4.00% of the
offering price on April 30, 1995) $10.16
- ---------------------------------------------------------
CLASS B SHARES:
NET ASSET VALUE and offering price per
share+
($37,903,841 DIVIDED BY 3,889,351
shares of beneficial interest
outstanding) $9.75
- ---------------------------------------------------------
CLASS C SHARES:
NET ASSET VALUE and offering price per
share+
($67,857 DIVIDED BY 6,957 shares of
beneficial interest outstanding) $9.75
- ---------------------------------------------------------
<FN>
+ Redemption price per share is equal to net asset value less any contingent
deferred sales charge.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
12
<PAGE>282
Smith Barney
Florida Municipals Fund
- ---------------------------------------------------------------------------
STATEMENT OF OPERATIONS (UNAUDITED)
- -------------------------------------------------------------
FOR THE SIX MONTHS ENDED APRIL 30, 1995
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Interest $1,699,090
- ---------------------------------------------------------------------------
EXPENSES:
Distribution fee (Note 3) $ 90,633
Investment advisory fee (Note 2) 90,577
Administration fee (Note 2) 51,758
Service fee (Note 3) 38,819
Legal and audit fees 23,973
Trustees' fees and expenses (Note 2) 21,084
Amortization of organization costs (Note 7) 14,619
Custodian fees (Note 2) 9,373
Transfer agent fees (Notes 2 and 4) 7,149
Other 42,990
Fees waived by investment adviser and
administrator (Note 2) (46,168)
- ---------------------------------------------------------------------------
TOTAL EXPENSES 344,807
- ---------------------------------------------------------------------------
NET INVESTMENT INCOME 1,354,283
- ---------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS (NOTES 1 AND 5):
Net realized loss on investments sold during the
period (137,822)
Net unrealized appreciation of investments
during the period 2,980,489
- ---------------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 2,842,667
- ---------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $4,196,950
- ---------------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
13
<PAGE>283
Smith Barney
Florida Municipals Fund
- ---------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR
4/30/95 ENDED
(UNAUDITED) 10/31/94
<S> <C> <C>
Net investment income $ 1,354,283 $ 2,451,517
Net realized loss on investments during the period (137,822) (561,473)
Net unrealized gain/(loss) of investments during the
period 2,980,489 (5,972,896)
- -------------------------------------------------------------------------------------
Net increase/(decrease) in net assets resulting from
operations 4,196,950 (4,082,852)
Distributions to shareholders from net investment
income:
Class A (414,589) (748,400)
Class B (877,244) (1,703,117)
Class C (1,282) --
Distributions to shareholders in excess of net
investment income:
Class A -- (15,001)
Class B -- (34,140)
Distributions to shareholders from net realized gain on
investments:
Class A -- (37,401)
Class B -- (87,745)
Net increase in net assets from Fund share transactions
(Note 6):
Class A 1,490,916 2,509,303
Class B 861,970 5,033,792
Class C 62,190 --
- -------------------------------------------------------------------------------------
Net increase in net assets 5,318,911 834,439
NET ASSETS:
Beginning of period 49,112,667 48,278,228
- -------------------------------------------------------------------------------------
End of period (including undistributed net investment
income and (distributions in excess of net
investment income)
of $38,931 and ($22,237), respectively) $54,431,578 $49,112,667
- -------------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
14
<PAGE>284
Smith Barney
Florida Municipals Fund
- ---------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
FOR A CLASS A SHARE OUTSTANDING THROUGHOUT EACH PERIOD.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR PERIOD
4/30/95 ENDED ENDED
(UNAUDITED) 10/31/94*** 10/31/93*
<S> <C> <C> <C>
Net Asset Value, beginning of period $ 9.24 $ 10.53 $ 9.55
- -----------------------------------------------------------------------------------
Income from investment operations:
Net investment income+ 0.26 0.51 0.49
Net realized and unrealized gain/(loss) on
investments 0.50 (1.25) 1.02
- -----------------------------------------------------------------------------------
Total from investment operations 0.76 (0.74) 1.51
Less Distributions:
Dividends from net investment income (0.25) (0.51) (0.49)
Distributions in excess of net investment
income -- (0.01) --
Distributions from net realized capital
gains -- (0.03) (0.04)
- -----------------------------------------------------------------------------------
Total distributions (0.25) (0.55) (0.53)
- -----------------------------------------------------------------------------------
Net Asset Value, end of period $ 9.75 $ 9.24 $ 10.53
- -----------------------------------------------------------------------------------
Total Return++ 8.35% (7.31)% 16.07%
- -----------------------------------------------------------------------------------
Ratios to average net assets/supplemental
data:
Net assets, end of period (in 000's) $16,460 $14,087 $13,450
Ratio of operating expenses to average net
assets+++ 0.98%** 0.99% 0.97%**
Ratio of net investment income to average
net assets 5.59%** 5.13% 4.78%**
Portfolio turnover rate 11% 55% 27%
- -----------------------------------------------------------------------------------
<FN>
* The Fund commenced operations on November 6, 1992.
** Annualized.
*** Per share amounts have been calculated using the monthly average share
method, which more appropriately presents the per share data for the period
since the use of the undistributed net investment income method does not
accord with results of operations.
+ Net investment income before waiver of fees by investment adviser and
administrator was $0.25, $0.48 and $0.45 for the six months ended April 30,
1995, the year ended October 31, 1994 and the period ended October 31, 1993,
respectively.
++ Total return represents aggregate total return for the periods indicated and
does not reflect any applicable sales charge.
+++ Annualized expense ratio before waiver of fees by investment adviser and
administrator was 1.16%, 1.27% and 1.38% for the six months ended April 30,
1995, the year ended October 31, 1994 and the period ended October 31, 1993,
respectively.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
15
<PAGE>285
Smith Barney
Florida Municipals Fund
- ------------------------------------------
FINANCIAL HIGHLIGHTS
FOR A CLASS B SHARE OUTSTANDING THROUGHOUT EACH PERIOD.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR PERIOD
4/30/95 ENDED ENDED
(UNAUDITED) 10/31/94*** 10/31/93*
<S> <C> <C> <C>
Net Asset Value, beginning of period $ 9.24 $ 10.53 $ 9.55
- -----------------------------------------------------------------------------------
Income from investment operations:
Net investment income+ 0.24 0.46 0.44
Net realized and unrealized gain/(loss) on
investments 0.50 (1.25) 1.02
- -----------------------------------------------------------------------------------
Total from investment operations 0.74 (0.79) 1.46
Less Distributions:
Dividends from net investment income (0.23) (0.46) (0.44)
Distributions in excess of net investment
income -- (0.01)
Distributions from net realized capital
gains -- (0.03) (0.04)
- -----------------------------------------------------------------------------------
Total distributions (0.23) (0.50) (0.48)
- -----------------------------------------------------------------------------------
Net Asset Value, end of period $ 9.75 $ 9.24 $ 10.53
- -----------------------------------------------------------------------------------
Total Return++ 8.08% (7.76)% 15.52%
- -----------------------------------------------------------------------------------
Ratios to average net assets/supplemental
data:
Net assets, end of period (in 000's) $37,904 $35,026 $34,828
Ratio of operating expenses to average net
assets+++ 1.48%** 1.49% 1.48%**
Ratio of net investment income to average
net assets 5.08%** 4.62% 4.27%**
Portfolio turnover rate 11% 55% 27%
- -----------------------------------------------------------------------------------
<FN>
* The Fund commenced operations on November 6, 1992.
** Annualized.
*** Per share amounts have been calculated using the monthly average share
method, which more appropriately presents the per share data for the period
since the use of the undistributed net investment income method does not
accord with results of operations.
+ Net investment income before waiver of fees by investment adviser and
administrator was $0.23, $0.43 and $0.40 for the six months ended April 30,
1995, the year ended October 31, 1994 and the period ended October 31, 1993,
respectively.
++ Total return represents aggregate total return for the period indicated and
does not reflect any applicable sales charge.
+++ Annualized expense ratio before waiver of fees by investment adviser and
administrator was 1.66%, 1.78% and 1.88% for the six months ended April 30,
1995, the year ended October 31, 1994 and the period ended October 31, 1993,
respectively.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
16
<PAGE>286
Smith Barney
Florida Municipals Fund
- ------------------------------------------
FINANCIAL HIGHLIGHTS
FOR A CLASS C SHARE OUTSTANDING THROUGHOUT THE PERIOD.
<TABLE>
<CAPTION>
PERIOD
ENDED
4/30/95*
(UNAUDITED)
<S> <C>
Net Asset Value, beginning of period $8.89
- -----------------------------------------------------------------------------
Income from investment operations:
Net investment income+ 0.22
Net realized and unrealized gain on investments 0.85
- -----------------------------------------------------------------------------
Total from investment operations 1.07
Less Distributions:
Dividends from net investment income (0.21)
- -----------------------------------------------------------------------------
Total distributions (0.21)
- -----------------------------------------------------------------------------
Net Asset Value, end of period $9.75
- -----------------------------------------------------------------------------
Total Return++ 12.71%
- -----------------------------------------------------------------------------
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's) $ 68
Ratio of operating expenses to average net assets+++ 1.57%**
Ratio of net investment income to average net assets 5.00%**
Portfolio turnover rate 11%
- -----------------------------------------------------------------------------
<FN>
* The Fund commenced selling Class C shares on November 15, 1994.
** Annualized.
+ Net investment income before waiver of fees by investment adviser and
administrator for the period ended April 30, 1995 was $0.21.
++ Total return represents aggregate total return for the period indicated and
does not reflect any applicable sales charge.
+++ Annualized expense ratio before waiver of fees by investment adviser and
administrator for the period ended April 30, 1995 was 1.75%.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
17
<PAGE>287
Smith Barney
Florida Municipals Fund
- ---------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES
Smith Barney Florida Municipals Fund (the "Fund") (formerly known as "Smith
Barney Shearson Florida Municipals Fund") is a non-diversified, open-end
management investment company registered with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended (the "1940
Act"). The Fund was organized on August 31, 1992 under the laws of the
Commonwealth of Massachusetts and is a business entity commonly known as a
"Massachusetts business trust." Effective November 7, 1994, the Fund began
offering Class C and Class Y shares and continued to offer Class A and Class B
shares. As of April 30, 1995, no Class Y shares have been sold. Class A shares
are sold with a front-end sales charge. Class B and Class C shares may be
subject to a contingent deferred sales charge ("CDSC") upon redemption. Class B
shares will convert automatically to Class A shares eight years after the date
of original purchase. Class Y shares are available to investors making an
initial investment of at least $5 million and are not subject to any sales
charges, distribution or service fees. All classes of shares have identical
rights and privileges except with respect to the effect of the respective sales
charges, the distribution and/or service fees borne by each class, expenses
allocable exclusively to each class, voting rights on matters affecting a single
class, the exchange privilege of each class and the conversion feature of Class
B shares. The following is a summary of significant accounting policies
consistently followed by the Fund in the preparation of its financial
statements.
PORTFOLIO VALUATION: Securities are valued at the close of trading on the New
York Stock Exchange, Inc. by The Boston Company Advisors, Inc. ("Boston
Advisors"), an indirect wholly owned subsidiary of Mellon Bank Corporation
("Mellon"), after consultation with an independent pricing service (the
"Service") approved by the Fund's Board of Trustees. When, in the judgment of
the Service, quoted bid prices for investments are readily available and are
representative of the bid side of the market, these investments are valued at
the mean between the quoted bid prices and asked prices (as obtained by the
Service from dealers in such securities). Securities for which, in the judgment
of the Service, there are no readily available market quotations (which may
constitute a majority of the portfolio securities) are carried at fair value as
determined by the Service, based on methods which include consideration of:
yields or prices of municipal securities of comparable quality, coupon,
18
<PAGE>288
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
maturity and type; indications as to values from dealers; and general market
conditions. Short-term investments that mature in 60 days or less are valued at
amortized cost whenever the Board of Trustees determines that amortized cost
reflects the fair value of those investments.
SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are
recorded as of the trade date. Interest income is recorded on the accrual basis.
Realized gains and losses from securities sold are recorded on the identified
cost basis. Investment income and realized and unrealized gains and losses are
allocated based upon the relative net assets of each class of shares.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: Dividends from net investment
income are determined on a class level and are declared daily and are paid on
the last day of the Smith Barney Inc. ("Smith Barney") statement month.
Distributions from net realized capital gains are determined on a fund level and
are declared and paid annually after the end of the fiscal year in which earned.
In addition, in order to avoid the application of a 4.00% nondeductible excise
tax on certain undistributed amounts of ordinary income and capital gains, the
Fund may make any other distributions as are necessary to avoid this tax. To the
extent net realized capital gains can be offset by capital losses and loss
carryforwards, it is the policy of the Fund not to distribute such gains.
Income distributions and capital gain distributions on a Fund level are
determined in accordance with income tax regulations which may differ from
generally accepted accounting principles. These differences are primarily due to
differing treatments of income and gains on various investment securities held
by the Fund, timing differences and differing characterization of distributions
made by the Fund as a whole.
FLORIDA TAXES: Florida currently imposes an "intangibles tax" on certain
securities and other intangible assets owned by Florida residents. The Fund has
received a ruling from Florida authorities that, if on December 31 of any year
the Fund's portfolio consists solely of assets exempt from the intangibles
19
<PAGE>289
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
tax, the Fund's shares will be exempt from the Florida intangibles tax for the
following year. The Fund intends to manage its portfolio so that the Fund's
shares will be exempt from the Florida intangibles tax.
FEDERAL INCOME TAXES: It is the policy of the Fund to qualify as a regulated
investment company, which distributes exempt-interest dividends, by complying
with the requirements of the Internal Revenue Code of 1986, as amended,
applicable to regulated investment companies and by distributing substantially
all of its earnings to its shareholders. Therefore, no Federal income tax
provision is required.
2. INVESTMENT ADVISORY FEE, ADMINISTRATION
FEE AND OTHER TRANSACTIONS
The Fund has entered into an investment advisory agreement (the "Advisory
Agreement") with Greenwich Street Advisors, formerly a division of Mutual
Management Corp., which was transferred effective November 7, 1994, to Smith
Barney Mutual Funds Management Inc. ("SBMFM"). Mutual Management Corp. and SBMFM
(formerly known as "Smith, Barney Advisers Inc.") are both wholly owned
subsidiaries of Smith Barney Holdings Inc. ("Holdings"), which in turn is a
wholly owned subsidiary of Travelers Group Inc. Under the Advisory Agreement,
the Fund pays a monthly fee at the following annual rates: 0.35% of the value of
the Fund's average daily net assets up to $500 million and 0.32% of the value of
its average daily net assets in excess of $500 million.
The Fund has entered into an administration agreement (the "Administration
Agreement") with SBMFM. Under the Administration Agreement, the Fund pays a fee
computed daily and paid monthly based on the following annual rates: 0.20% of
the value of the Fund's average daily net assets up to $500 million and 0.18% of
the value of the Fund's average daily net assets in excess of $500 million
The Fund and SBMFM have also entered into a sub-administration agreement (the
"Sub-Administration Agreement") with Boston Advisors.
20
<PAGE>290
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Under the Sub-Administration Agreement, SBMFM pays Boston Advisors a portion of
its administration fee at a rate agreed upon from time to time between SBMFM and
Boston Advisors.
From time to time the investment adviser and administrator may voluntarily waive
a portion or all of the fees otherwise payable to it. For the six months ended
April 30, 1995, SBMFM voluntarily waived investment advisory and administration
fees in the amounts of $29,380 and $16,788, respectively.
For the six months ended April 30, 1995, Smith Barney received $23,295 from
investors representing commissions (sales charges) on sales of Class A shares.
A CDSC is generally payable by a shareholder in connection with the redemption
of certain Class A, Class B and Class C shares. In circumstances in which the
CDSC is imposed, the amount of the charge will vary depending on the number of
years since the date of purchase. For the six months ended April 30, 1995, Smith
Barney received from shareholders $82,820 in CDSC on the redemption of Class B
shares.
No officer, trustee or employee of Smith Barney or any of its affiliates
receives any compensation from the Fund for serving as a Trustee or officer of
the Fund. The Fund pays each Trustee who is not an officer, trustee, or employee
of Smith Barney or any of its affiliates $2,500 per annum plus $250 per meeting
attended and each Trustee emeritus who is not an officer, trustee, or employee
of Smith Barney or any of its affiliates $1,250 per annum plus $125 per meeting
attended. The Fund reimburses each such Trustee for travel and out-of-pocket
expenses incurred to attend such meetings.
Boston Safe Deposit and Trust Company, an indirect wholly owned subsidiary of
Mellon, serves as the Fund's custodian. The Shareholder Services Group, Inc., a
subsidiary of First Data Corporation, serves as the Fund's transfer agent.
21
<PAGE>291
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
3. DISTRIBUTION PLAN
Smith Barney acts as distributor of the Fund's shares pursuant to a distribution
agreement with the Fund, and sells shares of the Fund through Smith Barney or
its affiliates.
Pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a services and
distribution plan (the "Plan"). Under this Plan, the Fund compensates Smith
Barney for servicing shareholder accounts for Class A, Class B and Class C
shareholders, and covers expenses incurred in distributing Class B and Class C
shares. Smith Barney is paid an annual service fee with respect to Class A,
Class B and Class C shares of the Fund at the annual rate of 0.15% of the value
of the average daily net assets of each respective class of shares. Smith Barney
is also paid an annual distribution fee with respect to Class B and Class C
shares at the annual rate of 0.50% and 0.55%, respectively of the value of the
average daily net assets of each respective class of shares. During the six
months ended April 30, 1995, the Fund incurred service fees of $11,633, $27,144
and $42 for Class A, Class B and Class C shares, respectively. For the six
months ended April 30, 1995, the Fund incurred a distribution fee of $90,480 and
$153 for Class B and Class C shares, respectively.
Under its terms, the Plan shall remain in effect from year to year, provided
that such continuance is approved annually by vote of the Fund's Board of
Trustees, including a majority of those Trustees who are not "interested
persons" of the Fund and who have no direct or indirect financial interest in
the operation of the Plan.
4. EXPENSE ALLOCATION
Expenses of the Fund not directly attributable to the operations of any class of
shares are prorated among the classes based upon the relative net assets of each
class. Operating expenses directly attributable to a class of shares are charged
to that class' operations. In addition to the above servicing and distribution
fees, class specific operating expenses include transfer agent fees. For the six
months ended April 30, 1995, transfer agent fees for Class A, Class B and Class
C shares were $1,950, $5,181 and $18, respectively.
22
<PAGE>292
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
5. SECURITIES TRANSACTIONS
Cost of purchases and proceeds from sales of investment securities, excluding
short-term investments, for the six months ended April 30, 1995, amounted to
$7,898,033 and $5,379,113, respectively.
At April 30, 1995, the aggregate gross unrealized appreciation for all
securities in which there was an excess of value over tax cost amounted to
$775,450, and the aggregate gross unrealized depreciation for all securities in
which there was an excess of tax cost over value amounted to $1,008,571.
6. SHARES OF BENEFICIAL INTEREST
At April 30, 1995, an unlimited number of shares of beneficial interest with par
value of $.001 per share were authorized and divided into three classes, Class
A, Class B and Class C.
Changes in shares of beneficial interest outstanding were as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
4/30/95 10/31/94
CLASS A SHARES: Shares Amount Shares Amount
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------
Sold 489,428 $ 4,513,733 613,550 $6,194,067
Issued as reinvestment of dividends 25,479 240,556 48,516 481,110
Redeemed (350,356) (3,263,373) (415,343) (4,165,874 )
- -------------------------------------------------------------------------------------
Net increase 164,551 $ 1,490,916 246,723 $2,509,303
- -------------------------------------------------------------------------------------
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
4/30/95 10/31/94
CLASS B SHARES: Shares Amount Shares Amount
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------
Sold 617,934 $ 5,681,710 1,031,963 $10,397,778
Issued as reinvestment of dividends 46,587 439,547 102,199 1,014,195
Redeemed (565,831) (5,259,287) (651,380) (6,378,181 )
- -------------------------------------------------------------------------------------
Net increase 98,690 $ 861,970 482,782 $5,033,792
- -------------------------------------------------------------------------------------
</TABLE>
23
<PAGE>293
Smith Barney
Florida Municipals Fund
- -------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
<TABLE>
<CAPTION>
PERIOD ENDED
4/30/95*
CLASS C SHARES: Shares Amount
- -------------------------------------------------------------------------------------
<S> <C> <C>
Sold 6,948 $ 62,103
Issued as reinvestment of dividends 9 87
- -------------------------------------------------------------------------------------
Net increase 6,957 $ 62,190
- -------------------------------------------------------------------------------------
<FN>
* The Fund commenced selling Class C shares on November 15, 1994.
</TABLE>
7. ORGANIZATION COSTS
The Fund bears all costs in connection with its organization including the fees
and expenses of registering and qualifying its shares for distribution under
Federal and state securities regulations. All such costs are being amortized on
the straight-line method over a period of five years from November 6, 1992
(commencement of operations). In the event any of the initial shares in the Fund
are redeemed during such period, the Fund will be reimbursed for any unamortized
organization costs in the same proportion as the number of shares redeemed bears
to the number of initial shares outstanding at the time of redemption.
8. CONCENTRATION OF CREDIT
The Fund primarily invests in debt obligations issued by the State of Florida
and its political subdivisions, agencies and public authorities to obtain funds
for various public purposes. The Fund is more susceptible to factors adversely
affecting issuers of Florida municipal securities than is a municipal bond fund
that is not concentrated in these issuers to the same extent.
9. CAPITAL LOSS CARRYFORWARDS
At October 31, 1994, the Fund had available for Federal income tax purposes an
unused capital loss carryforward of $561,473 expiring in 2002.
24
<PAGE>294
FLORIDA
MUNICIPALS
FUND
TRUSTEES
Herbert Barg
Alfred J. Bianchetti
Martin Brody
Dwight B. Crane
Burt N. Dorsett
Elliot S. Jaffe
Stephen E. Kaufman
Joseph J. McCann
Heath B. McLendon
Cornelius C. Rose
OFFICERS
Heath B. McLendon
CHAIRMAN OF THE BOARD
AND INVESTMENT OFFICER
Jessica Bibliowicz
PRESIDENT
Lawrence T. McDermott
VICE PRESIDENT AND
INVESTMENT OFFICER
Karen L. Mahoney-Malcomson
INVESTMENT OFFICER
Lewis E. Daidone
SENIOR VICE PRESIDENT
AND TREASURER
Christina T. Sydor
SECRETARY
[LOGO]
THIS REPORT IS SUBMITTED FOR THE GENERAL INFORMATION OF THE SHAREHOLDERS OF
SMITH BARNEY FLORIDA MUNICIPALS FUND. IT IS NOT AUTHORIZED FOR DISTRIBUTION TO
PROSPECTIVE INVESTORS UNLESS ACCOMPANIED OR PRECEDED BY AN EFFECTIVE PROSPECTUS
FOR THE FUND, WHICH CONTAINS INFORMATION CONCERNING THE FUND'S INVESTMENT
POLICIES, FEES AND EXPENSES AS WELL AS OTHER PERTINENT INFORMATION.
SMITH BARNEY
MUTUAL FUNDS
388 Greenwich Street
New York, New York 10013
Fund 237, 238
[LOGO]
FD2217 F5
<PAGE>295
PRO FORMA FINANCIAL STATEMENTS
<PAGE>296
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES AT MARCH 31, 1995 (unaudited)
<TABLE>
<CAPTION>
Smith Barney Smith Barney Pro Forma Pro Forma
Florida Portfolio Florida Municipal Adjustments Combined
----------------- ----------------- ----------- --------
(Historical) (Historical)
<S> <C> <C> <C> <C>
ASSETS:
Investments, at value (Cost of $160,296,679) $110,671,580 $53,844,826 $168,805 (b) $164,685,211
Interest receivable 2,382,399 1,227,339 -- 3,609,738
Cash -- 55,652 -- 55,652
Receivable for Fund shares sold 385,316 131,154 -- 516,470
Receivable for securities sold 39,924 493,620 -- 533,544
Receivable from investment manager -- 28,465 -- 28,465
Organization expenses and other assets -- 75,527 -- 75,527
----------------- ----------------- ----------------- -----------------
Total Assets 113,479,219 55,856,583 168,805 169,504,607
----------------- ----------------- ----------------- -----------------
LIABILITIES:
Payable for securities purchased 884,367 513,916 -- 1,398,283
Dividends payable -- 218,764 -- 218,764
Management fees payable 42,934 47,951 -- 90,885
Service fee payable -- 6,974 -- 6,974
Distribution cost payable 54,104 16,128 -- 70,232
Accrued expenses and other liabilities 33,774 70,664 -- 104,438
----------------- ----------------- ----------------- -----------------
Total Liabilities 1,015,179 874,397 0 1,889,576
----------------- ----------------- ----------------- -----------------
Net Assets $112,464,040 $54,982,186 $168,805 $167,615,031
================= ================= ================= =================
NET ASSETS:
Par value of capital shares $8,722 $5,621 (1,363)(c) $12,980
Capital paid in excess of par value 108,388,908 55,678,311 1,363 (c) 164,068,582
Undistributed net investment income 114,089 50,314 -- 164,403
Accumulated net realized gain (loss) (313,998) (705,468) -- (1,019,466)
Net unrealized appreciation of investments 4,266,319 (46,592) 168,805 4,388,532
----------------- ----------------- ----------------- -----------------
Net Assets $112,464,040 $54,982,186 $168,805 $167,615,031
================= ================= ================= =================
Outstanding Shares:
- -------------------
CLASS A 8,354,564 1,720,645 (417,166)(c) 9,658,043
================= ================= =================
CLASS B 154,372 3,893,993 (944,090)(c) 3,104,275
================= ================= =================
CLASS C 213,351 6,954 (1,686)(c) 218,619
================= ================= =================
Net Asset Value
- ---------------
CLASS A (and redemption price) $12.89 $9.78 $12.91
================= ================= =================
CLASS B $12.89 $9.78 $12.91
================= ================= =================
CLASS C $12.89 $9.78 $12.91
================= ================= =================
MAXIMUM OFFERING PRICE $13.43 $12.72 $13.45
================= ================= =================
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>297
<TABLE>
<CAPTION>
PRO FORMA STATEMENT OF OPERATIONS For the year ended March 31, 1995 (unaudited)
Smith Barney Smith Barney Pro Forma Pro Forma
Florida Portfolio Florida Municipal Adjustments Combined
----------------- ----------------- ----------- ---------
(Historical) (Historical)
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest $7,108,820 $3,319,111 -- $10,427,931
----------------- ---------------- ---------- ------------
EXPENSES:
Investment advisory fee 484,744 180,593 51,740 (a) 717,077
Administration fee -- 103,196 (103,196)(a) 0
Distribution costs 102,065 260,121 -- 362,186
Transfer agent fees 22,115 16,870 -- 38,985
Custodian fees 12,001 20,972 -- 32,973
Shareholder Communications 13,902 34,200 (14,200)(d) 33,902
Legal and auditing fees 8,702 55,000 (35,000)(d) 28,702
Registration fees 14,001 33,000 (13,000)(d) 34,001
Directors' fees 5,100 36,000 (26,000)(d) 15,100
Amortization of organization costs -- 29,238 (29,238)(d) 0
Pricing service fees 15,001 10,500 -- 25,501
Other 2,701 15,300 -- 18,001
Fees waived by inv. adv and admin -- (102,917) 102,917 0
----------------- ---------------- ---------- ------------
Total Expenses 680,332 692,073 (65,977) 1,306,428
----------------- ---------------- ---------- ------------
NET INVESTMENT INCOME $6,428,488 $2,627,038 $65,977 (e) $9,121,503
----------------- ---------------- ---------- ------------
REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS
Net Realized Loss on Investments (270,642) (750,089) -- (1,020,731)
----------------- ---------------- ---------- ------------
Change in Net Unrealized Appreciation 1,196,626 1,467,988 168,805 2,833,419
----------------- ---------------- ---------- ------------
Net Gain On Investments 925,984 717,899 168,805 1,812,688
----------------- ---------------- ---------- ------------
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $7,354,472 $3,344,937 $234,782 $10,934,191
================= ================ ========== ============
</TABLE>
See accompanying notes to pro forma financial statements.
(a) reflects management fee agreement of surviving fund
(b) reflects change from bid prices to mean prices by Florida Portfolio
(c) reflects new shares issued by Florida Portfolio
(d) decrease due to duplicative services
(e) decrease in expenses not reflected in undistributed net investment income as
the Fund distributes substantially all its' net investment income.
<PAGE>298
Pro Forma Footnotes of Merger Between Florida Portfolio and Florida Municipals
Fund
March 31, 1995 (unaudited)
1. General
The accompanying pro forma financial statements are presented to show the effect
of the proposed acquisition of Smith Barney Florida Municipals Fund (the
"Portfolio II"), by the Smith Barney Florida Portfolio (the "Portfolio"), as if
such acquisition had taken place as of April 1, 1994.
Under the terms of the Plan of Reorganization the combination of the Portfolio
II and the Portfolio will be treated as a tax-free business combination and
accordingly will be accounted for by a method of accounting for tax free
mergers of investment companies (sometimes referred to as the pooling without
restatement method). The acquisition would be accomplished by an acquisition
of the net assets of the Portfolio II Fund in exchange for shares of the
Portfolio at net asset value. The statements of assets and liabilities and
the related statements of operations of the Portfolio II and the Portfolio
have been combined as of and for the year ended March 31, 1995. With certain
limited exceptions, Smith Barney Inc. is liable for the expenses incurred in
connection with the Reorganization, which are estimated to be $53,000.
The accompanying pro forma financial statements should be read in conjunction
with the financial statements and schedules of investments of the Portfolio II
and the Portfolio which are included in their respective annual reports dated
October 31, 1994 and March 31, 1995, respectively.
2. Significant Accounting Policies
The following notes refer to the accompanying pro forma financial statements as
if the above mentioned acquisition of the Portfolio II and the Portfolio had
taken place as of April 1, 1994.
The Portfolio is a separate investment portfolio of the Smith Barney Muni Funds
("Fund"). Smith Barney Muni Funds, a Massachusetts business trust, is
registered under the Investment Company Act of 1940, as amended, as a non-
diversified, open-end management investment company and consists of the
Portfolio and twelve other separate investment portfolios: California, Georgia,
New York, New Jersey, Ohio, Pennsylvania, Limited Term, National, California
Limited Term, Florida Limited Term, New York Money Market and California Money
Market Portfolios.
The significant accounting policies consistently followed by the Funds are: (a)
security transactions are accounted for on the trade date; (b) securities are
valued at mean prices provided by an independent pricing service that are based
on transactions in municipal obligations, quotations from municipal bond
dealers, market transactions in comparable securities and various relationships
between securities; short-term securities and securities maturing within 60 days
are valued at cost plus (minus) accreted discount (amortized premium), which
approximates value; (c) gains or losses on the sale of securities are
calculated by using the specific identification method; (d) interest income,
adjusted for amortization of premiums and accretion of original issue discount,
is recorded on the accrual basis; market discount is recognized upon the
disposition of the security; (e) direct expenses are charged to each portfolio
and each class; management fees and general fund expenses are allocated on the
basis of relative net assets; and (f) the Portfolio intends to comply with the
requirements of the Internal Revenue Code pertaining to regulated investment
companies and to make the required distributions to shareholders; therefore, no
provision for Federal income taxes has been made.
<PAGE>299
Pro Forma Footnotes of Merger Between Florida Portfolio and Florida Municipals
Fund
March 31, 1995 (unaudited), (continued)
3. Pro Forma Adjustments
The accompanying Pro Forma financial statements reflect changes in fund shares
and expenses as if the merger had taken place on April 1, 1994.
4. Portfolio Concentration
Since the Portfolio invests primarily in obligations of issuers within Florida,
it is subject to possible concentration risks associated with economic,
political, or legal developments or industrial or regional matters specifically
affecting Florida.
5. Management Agreements and Transactions with Affiliated Persons
Smith Barney Mutual Funds Management Inc. ("SMBFM"), a subsidiary of Smith
Barney Holdings Inc. ("SBH"), acts as investment manager to the Fund. The
Portfolio pays SBMFM a management fee calculated at the annual rate of 0.45%, of
its average daily net assets. Such fees are calculated daily and paid monthly.
Smith Barney Inc. ("SB"), another subsidiary of SBH, acts as distributor of Fund
shares. All officers and two trustees of the Fund are employees of SB.
On September 16, 1994, a new Distribution Plan was approved by the shareholders.
Pursuant to this Distribution Plan, the Portfolio pays a service fee of 0.15% of
average net assets on an annual basis with respect to its Class A, B and C
shares. In addition, the Portfolio pays a distribution fee of 0.50% and 0.55%
of average net assets on an annual basis with respect to its Class B and C
shares, respectively.
6. Capital Shares
The Fund may issue an unlimited number at shares at beneficial interest which
are divided into three classes (Class A, Class B, and Class C) with a $.001 par
value.
<PAGE>300
SMITH BARNEY MUNI FUNDS - FLORIDA
SCHEDULE OF INVESTMENTS (unaudited) March 31, 1995
<TABLE>
<CAPTION>
Smith Barney
Smith Barney Florida
Florida Municipal
Portfolio Portfolio Total
Face Value Face Value Face Value Ratings Description
- --------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <S>
Alachua County Health Facilities Authority Revenue:
$1,000,000 $1,000,000 BBB+ Santa Fe Healthcare Facilities Project, 7.60% due 11/15/13
1,000,000 1,000,000 BBB+ Santa Fe Healthcare Facilities Project, 6.00% due 11/15/09
Alachua County, Florida,
Health Facilities Authority,
Santa Fe Healthcare System,
Health Revenue:
$215,000 215,000 BBB+ 6.875% due 11/15/02
640,000 640,000 BBB+ 6.050% due 11/15/16
1,500,000 1,500,000 Baa* Bay County Hospital Revenue, Bay County Medical Center
Project, 8.00%, due 11/15/12
250,000 250,000 A1* Boca Raton, Florida, Special Assessment Improvement
(Visions 90 Project), 6.00% due 7/1/22
500,000 500,000 AAA Boynton Beach, Florida, Utility System
Revenue Bonds, (FGIC Insured), 6.250% due 11/1/20
860,000 860,000 BBB+ Bradford County, Florida, Health Facilities, (Santa Fe Project),
6.050% due 11/15/16
Brevard County, Florida:
1,000,000 1,000,000 A1* Health Facilities Authority, (Holmes Regional Medical Center
Project), 5.750% due 10/1/13
750,000 750,000 Aaa* Housing Finance Authority, Single Family Mortgage
6.600% due 9/1/16
400,000 400,000 AAA School Board Authority, Series A, (AMBAC Insured),
6.500% due 7/1/12
500,000 500,000 NR Tourist Development Tax Revenue, 6.875% due 3/1/13
1,000,000 1,000,000 AAA Broward County, Florida, Educational Facilities Authority,
(Co Lee Insured), 6.000% due 4/1/13
1,000,000 1,000,000 A1* Broward County Health Facilities Authority Revenue Refunding,
County Nursing Home, LOC Allied Irish Banks Ltd.
7.50% due 8/15/20(d)
Broward County HFA Multi-Family Housing Revenue:
1,250,000 1,250,000 AA- Waters Edge Apartments Project, Surety Bond-Continental
Casuality, 9.70% mandatory tender 11/1/95(d)
$1,000,000 1,000,000 AA- Southern Pointe Apartments Project, Surety Bond-
Continental Casualty, 9.70% mandatory tender 11/1/95(d)
1,000,000 1,000,000 A+ Waterford Park Project, Series 1991, Policy of Indemnity
Commercial Union Assurance Co. PLC Reinsured by
Trygg-Hansa Insurance Co. of Sweden
7.20% mandatory tender 5/1/94
<CAPTION>
Smith Barney
Smith Barney Smith Barney Florida
Florida Florida Municipal
Portfolio Portfolio Portfolio Total
Market Bid to Mean Market Market
Description Value Adjustment Value Value
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alachua County Health Facilities Authority Revenue:
Santa Fe Healthcare Facilities Project, 7.60% due 11/15/13 $1,050,000 $2,500 $1,052,500
Santa Fe Healthcare Facilities Project, 6.00% due 11/15/09 941,250 2,500 943,750
Alachua County, Florida, -
Health Facilities Authority, -
Santa Fe Healthcare System, -
Health Revenue: -
6.875% due 11/15/02 $224,944 224,944
6.050% due 11/15/16 592,800 592,800
Bay County Hospital Revenue, Bay County Medical Center 1,590,000 3,750 1,593,750
Project, 8.00%, due 11/15/12 -
Boca Raton, Florida, Special Assessment Improvement 247,187 247,187
(Visions 90 Project), 6.00% due 7/1/22 -
Boynton Beach, Florida, Utility System 506,250 506,250
Revenue Bonds, (FGIC Insured), 6.250% due 11/1/20 -
Bradford County, Florida, Health Facilities, (Santa Fe Project), 786,900 786,900
6.050% due 11/15/16 -
Brevard County, Florida: -
Health Facilities Authority, (Holmes Regional Medical Center 940,000 940,000
Project), 5.750% due 10/1/13 -
Housing Finance Authority, Single Family Mortgage 758,437 758,437
6.600% due 9/1/16 -
School Board Authority, Series A, (AMBAC Insured), 418,500 418,500
6.500% due 7/1/12 -
Tourist Development Tax Revenue, 6.875% due 3/1/13 485,000 485,000
Broward County, Florida, Educational Facilities Authority, 981,250 981,250
(Co Lee Insured), 6.000% due 4/1/13 -
Broward County Health Facilities Authority Revenue Refunding, 1,071,250 2,500 1,073,750
County Nursing Home, LOC Allied Irish Banks Ltd. -
7.50% due 8/15/20(d) -
Broward County HFA Multi-Family Housing Revenue: -
Waters Edge Apartments Project, Surety Bond-Continental 1,281,250 - 1,281,250
Casuality, 9.70% mandatory tender 11/1/95(d) -
Southern Pointe Apartments Project, Surety Bond- 1,025,000 - 1,025,000
Continental Casualty, 9.70% mandatory tender 11/1/95(d) -
Waterford Park Project, Series 1991, Policy of Indemnity 1,035,000 2,500 1,037,500
Commercial Union Assurance Co. PLC Reinsured by
Trygg-Hansa Insurance Co. of Sweden
7.20% mandatory tender 5/1/94
</TABLE>
See Notes to Pro Forma Financial Statements
<PAGE>301
SMITH BARNEY MUNI FUNDS - FLORIDA
SCHEDULE OF INVESTMENTS (unaudited) (continued) March 31, 1995
<TABLE>
<CAPTION>
Smith Barney
Smith Barney Florida
Florida Municipal
Portfolio Portfolio Total
Face Value Face Value Face Value Ratings Description
- ----------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <S>
$1,355,000 $1,355,000 A1 Broward County HFA Revenue Home Mortgage, VEREX
Mortgage Insurance GNMA Collateralized Series A,
0.00% due 4/1/14
1,000,000 1,000,000 Aaa* Broward County HFA Revenue Home Mortgage, 6.65% due 8/1/21(a)
2,050,000 2,050,000 A Broward County Resource Recovery Revenue, Broward Waste
Energy North Project 7.95% due 12/1/08(d)
1,000,000 1,000,000 AAA Broward County School Board COP, Series A, MBIA-Insured, 7.125%
due 7/1/10 (Escrowed with U.S. Government Securities to 7/1/00
Call @ 102)
1,000,000 1,000,000 AAA Celebration Community Development District, Special Assessment,
MBIA-Insured 6.10% due 5/1/16
1,750,000 1,750,000 AAA Charlotte County Hospital Revenue, Bon Secours Health
(St. Joseph's) Series A, 8.25% due 8/15/18 (Escrowed with U.S.
Government Securities to 8/15/98 Call @ 102)
2,000,000 2,000,000 A+ Citrus County Pollution Control Refunding, Florida Power Corporation,
Crystal River, 6.625% due 1/1/27
$400,000 400,000 A+ Citrus County, Florida, Pollution Control Revenue, Series B, Florida
Power Corporation, (Crystal River Project), 6.350% due 2/1/22
135,000 135,000 Aaa* Clay County HFA Single-Family Mortgage Revenue, Series A,
Investment Agreement with AIG/GNMA-Collateralized,
8.00% due 12/1/12(a)
410,000 410,000 AAA Clearwater, Florida, Multifamily Housing Revenue, (Drew Gardens
Project) Series A, (FHA Insured), 6.500% due 10/1/25
550,000 300,000 850,000 BBB Collier County, Pine Ridge Industrial Park & Naples Production Park
Municipal Service Taxing & Benefit Unit, Special Assistance Bonds,
Series 1993, 5.60% due 11/1/13
1,000,000 1,000,000 AAA Coral Springs Improvement District, Broward County Water and Sewer
Refunding Series 92 MBIA-Insured, 6.00% due 6/1/10
500,000 500,000 AAA Crystal River, Florida, Water and Sewer Revenue Bonds, (AMBAC
Insured), 6.250% due 10/1/22
Dade County, Florida:
1,250,000 1,250,000 Aa* Series U, 6.75% due 10/1/06(a)
1,000,000 1,000,000 AAA Aviation Facilities Revenue, Series B, MBIA Insured
6.600% due 10/1/22
1,000,000 1,000,000 AAA Series B, 6.00% due 10/1/24(a)
Dade County HFA Single-Family Mortgage Revenue:
355,000 355,000 Aaa* Series B, GNMA-FNMA-Collateralized, 7.25% due 9/1/23(a)
35,000 35,000 Aaa* Series E, GNMA-Collateralized, 7.00% due 3/1/24
500,000 500,000 AAA School District, Series A, MBIA Insured 6.125% due 6/1/14
500,000 500,000 AAA Health Facilities Authority, Hospital Revenue, (North Shore Medical
Center Project), (AMBAC Insured), 6.500 due 8/15/15
</TABLE>
<TABLE>
<CAPTION>
Smith Barney
Smith Barney Smith Barney Florida
Florida Florida Municipal
Portfolio Portfolio Portfolio Total
Market Bid to Mean Market Market
Description Value Adjustment Value Value
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Broward County HFA Revenue Home Mortgage, VEREX $196,475 - $196,475
Mortgage Insurance GNMA Collateralized Series A, -
0.00% due 4/1/14 -
Broward County HFA Revenue Home Mortgage, 6.65% due 8/1/21(a) 1,001,250 $2,500 1,003,750
Broward County Resource Recovery Revenue, Broward Waste 2,219,125 5,125 2,224,250
Energy North Project 7.95% due 12/1/08(d) -
Broward County School Board COP, Series A, MBIA-Insured, 7.125% 1,112,500 - 1,112,500
due 7/1/10 (Escrowed with U.S. Government Securities to 7/1/00 -
Call @ 102) -
Celebration Community Development District, Special Assessment, 1,003,750 1,250 1,005,000
MBIA-Insured 6.10% due 5/1/16 -
Charlotte County Hospital Revenue, Bon Secours Health 1,960,000 - 1,960,000
(St. Joseph's) Series A, 8.25% due 8/15/18 (Escrowed with U.S. -
Government Securities to 8/15/98 Call @ 102) -
Citrus County Pollution Control Refunding, Florida Power Corporation, 2,070,000 5,000 2,075,000
Crystal River, 6.625% due 1/1/27 -
Citrus County, Florida, Pollution Control Revenue, Series B, Florida 409,500 409,500
Power Corporation, (Crystal River Project), 6.350% due 2/1/22 -
Clay County HFA Single-Family Mortgage Revenue, Series A, 142,932 335 143,267
Investment Agreement with AIG/GNMA-Collateralized, -
8.00% due 12/1/12(a) -
Clearwater, Florida, Multifamily Housing Revenue, (Drew Gardens 412,050 412,050
Project) Series A, (FHA Insured), 6.500% due 10/1/25 -
Collier County, Pine Ridge Industrial Park & Naples Production Park 492,250 687 268,875 761,812
Municipal Service Taxing & Benefit Unit, Special Assistance Bonds, -
Series 1993, 5.60% due 11/1/13 -
Coral Springs Improvement District, Broward County Water and Sewer 1,018,750 1,250 1,020,000
Refunding Series 92 MBIA-Insured, 6.00% due 6/1/10 -
Crystal River, Florida, Water and Sewer Revenue Bonds, (AMBAC 505,000 505,000
Insured), 6.250% due 10/1/22 -
Dade County, Florida: -
Series U, 6.75% due 10/1/06(a) 1,317,188 3,124 1,320,312
Aviation Facilities Revenue, Series B, MBIA Insured 1,038,750 1,038,750
6.600% due 10/1/22 -
Series B, 6.00% due 10/1/24(a) 971,250 1,250 972,500
Dade County HFA Single-Family Mortgage Revenue: -
Series B, GNMA-FNMA-Collateralized, 7.25% due 9/1/23(a) 367,869 887 368,756
Series E, GNMA-Collateralized, 7.00% due 3/1/24 36,050 87 36,137
School District, Series A, MBIA Insured 6.125% due 6/1/14 503,125 503,125
Health Facilities Authority, Hospital Revenue, (North Shore Medical 517,500 517,500
Center Project), (AMBAC Insured), 6.500 due 8/15/15 -
</TABLE>
See Notes to Pro Forma Financial Statements
<PAGE>302
SMITH BARNEY MUNI FUNDS - FLORIDA
SCHEDULE OF INVESTMENTS (unaudited) (continued) March 31, 1995
<TABLE>
<CAPTION>
Smith Barney
Smith Barney Florida
Florida Municipal
Portfolio Portfolio Total
Face Value Face Value Face Value Ratings Description
- ----------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <S>
$2,355,000 $2,355,000 AAA Dade County IDR Refunding Susanna Wesley, FHA-Insured
6.625% due 7/1/30
$500,000 500,000 AAA Davie, Florida, Water and Sewer Revenue Bonds, (AMBAC Insured),
6.250% due 10/1/17
1,060,000 1,060,000 AAA Dunedin Hospital Revenue, Mease Health Care, MBIA-Insured, 6.75%
due 11/15/11 (Escrowed with U.S. Government Securities
to 11/15/01 Call @ 102)
475,000 475,000 AAA Duval County HFA Single-Family Mortgage Revenue, GNMA-
Collateralized, 8.50% due 9/1/19(a)
1,000,000 1,000,000 Aaa* Duval County, Florida, Housing Finance Authority:
6.700% due 10/1/26
1,365,000 1,365,000 AAA Edgewater Water & Sewer Authority, MBIA-Insured, 7.00% due
10/1/21 (Escrowed with U.S. Government Securities to 10/1/01
Call @ 102)
500,000 500,000 AAA Enflewood, Florida, Water Distribution Utility System
6.000% due 10/1/23
500,000 500,000 AAA Enterprise Community Development District, 6.125% due 5/1/24
Escambia County, Florida:
750,000 750,000 BBB+ Health and Education Financing Authority, (Baptist Hospital & Manor
Project), 6.750% due 10/1/14
500,000 500,000 Baa1* (Champion International Corporation Project), 6.950% due 11/1/07
500,000 500,000 AAA Series B, 6.25% due 1/1/15
1,500,000 1,500,000 Baa1 Pollution Control Revenue, 6.900% due 8/1/22
Escambia County Health Facilities Authority Revenue:
1,000,000 1,000,000 BBB+ Baptist Hospital Inc. & Baptist Manor Inc. Guaranteed, 6.75%
due 10/1/14
1,000,000 1,000,000 BBB+ Baptist Hospital Inc. Guaranteed, Series A, 6.00% due 10/1/14
Escambia County HFA Multi-Family Housing Revenue (Genesis Healthcare)
Escrowed to Maturity with Refcorp Strips:
400,000 400,000 AAA Coupon Custodial Receipts of the County, 0.00% due 10/15/14
3,000,000 3,000,000 AAA Principal Custodial Receipts, 0.00% due 10/15/18
305,000 305,000 Aaa* Escambia County HFA Single-Family Mortgage Revenue, GNMA-
Collateralized, 7.80% due 4/1/22(a)......
2,000,000 2,000,000 Baa1* Escambia County, Florida Pollution Control Revenue Champion,
International 6.900% due 8/1/22
Escambia County Utility System Authority Revenue Bonds:
500,000 500,000 AAA Utility Authority Revenue, Series A, (FGIC Insured),
6.300% due 1/1/23
3,000,000 3,000,000 AAA Series B, FGIC-Insured, 6.25 due 1/1/15
1,500,000 1,500,000 AAA Water and Sewer District IV Revenue, 7.300% due 1/1/15
<CAPTION>
Smith Barney
Smith Barney Smith Barney Florida
Florida Florida Municipal
Portfolio Portfolio Portfolio Total
Market Bid to Mean Market Market
Description Value Adjustment Value Value
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dade County IDR Refunding Susanna Wesley, FHA-Insured $2,393,268 $5,888 $2,399,156
6.625% due 7/1/30 -
Davie, Florida, Water and Sewer Revenue Bonds, (AMBAC Insured), $508,125 508,125
6.250% due 10/1/17 -
Dunedin Hospital Revenue, Mease Health Care, MBIA-Insured, 6.75% 1,175,275 - 1,175,275
due 11/15/11 (Escrowed with U.S. Government Securities -
to 11/15/01 Call @ 102) -
Duval County HFA Single-Family Mortgage Revenue, GNMA- 500,531 1,187 501,718
Collateralized, 8.50% due 9/1/19(a) -
Duval County, Florida, Housing Finance Authority: 1,011,250 1,011,250
6.700% due 10/1/26 -
Edgewater Water & Sewer Authority, MBIA-Insured, 7.00% due 1,530,506 - 1,530,506
10/1/21 (Escrowed with U.S. Government Securities to 10/1/01 -
Call @ 102) -
Enflewood, Florida, Water Distribution Utility System 491,875 491,875
6.000% due 10/1/23 -
Enterprise Community Development District, 6.125% due 5/1/24 501,875 501,875
Escambia County, Florida: -
Health and Education Financing Authority, (Baptist Hospital & Manor 750,000 750,000
Project), 6.750% due 10/1/14 -
(Champion International Corporation Project), 6.950% due 11/1/07 519,375 519,375
Series B, 6.25% due 1/1/15 513,750 513,750
Pollution Control Revenue, 6.900% due 8/1/22 1,530,000 1,530,000
Escambia County Health Facilities Authority Revenue: -
Baptist Hospital Inc. & Baptist Manor Inc. Guaranteed, 6.75% 997,500 2,500 1,000,000
due 10/1/14 -
Baptist Hospital Inc. Guaranteed, Series A, 6.00% due 10/1/14 915,000 2,500 917,500
Escambia County HFA Multi-Family Housing Revenue (Genesis Healthcare) -
Escrowed to Maturity with Refcorp Strips: -
Coupon Custodial Receipts of the County, 0.00% due 10/15/14 102,500 - 102,500
Principal Custodial Receipts, 0.00% due 10/15/18 573,750 - 573,750
Escambia County HFA Single-Family Mortgage Revenue, GNMA- 324,825 762 325,587
Collateralized, 7.80% due 4/1/22(a)...... -
Escambia County, Florida Pollution Control Revenue Champion, 2,035,000 5,000 2,040,000
International 6.900% due 8/1/22 -
Escambia County Utility System Authority Revenue Bonds: -
Utility Authority Revenue, Series A, (FGIC Insured), 506,875 506,875
6.300% due 1/1/23 -
Series B, FGIC-Insured, 6.25 due 1/1/15 3,078,750 3,750 3,082,500
Water and Sewer District IV Revenue, 7.300% due 1/1/15 1,698,750 1,875 1,700,625
</TABLE>
See Notes to Pro Forma Financial Statements
<PAGE>303
SMITH BARNEY MUNI FUNDS - FLORIDA
SCHEDULE OF INVESTMENTS (unaudited) (continued) March 31, 1995
<TABLE>
<CAPTION>
Smith Barney
Smith Barney Florida
Florida Municipal
Portfolio Portfolio Total
Face Value Face Value Face Value Ratings Description
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <S>
Florida Housing Finance Agency:
General Mortgage, Series A, (FHA Insured):
$250,000 $250,000 AAA 6.350% due 6/1/14
500,000 500,000 AAA 6.400% due 6/1/24
1,085,000 1,085,000 AAA 6.750% due 8/4/14
Series B,
1,470,000 1,470,000 AA 6.650% due 7/1/26
$1,990,000 1,990,000 AA Residential Mortgage Series 1, GEMICO Mortgage Insurance,
zero coupon, due 11/1/12 (d)
180,000 180,000 Aaa* Home Ownership Revenue, GNMA-Collateralized, 7.80% due 9/1/10(a)
1,105,000 1,105,000 AAA Florida State Pollution Control, Series X, 6.40% due 7/1/09
(Escrowed with U.S. Government Securities to 7/1/01 Call @ 101)
1,000,000 1,000,000 AA Florida State Broward County, 10.00% due 7/1/14
750,000 750,000 AA Florida Department of Transportation, (Right of Way), 6.500% due 7/1/21
750,000 750,000 AA+ Florida State Board of Education, Capital Outlay, Series B
6.700% due 6/1/22
515,000 515,000 AAA Florida State Board of Education Capital Outlay Refunding, Series A,
7.25% due 6/1/23(Escrowed with U.S. Government Securities
to 6/1/00 call @ 102)(d)
485,000 485,000 AA Florida State Board of Education Capital Outlay Refunding, Series A,
7.25% due 6/1/23(d)
385,000 385,000 AAA Florida State Community Service Suburban Utilities (Escrowed to Maturity
with U.S. Government Securities), 8.125% due 10/1/98
Florida State Correctional Commission, (MBIA Insured)
750,000 750,000 AAA 6.000% due 8/1/14
750,000 750,000 AAA 6.250% due 1/1/15
1,000,000 1,000,000 A1* Florida State Department of Corrections, COP, 6.00% due 3/1/14
1,250,000 1,250,000 NR Florida State, Mid-Bay Bridge Revenue, Series A, 6.00% due 10/1/22
1,000,000 1,000,000 AAA Florida State Turnpike Authority Revenue, AMBAC-Insured, 7.20%
due 7/1/11 (Escrowed with U.S. Government Securities to 7/1/01
call @ 102)
180,000 180,000 AAA Turnpike Authority Revenue, Series A, (FGIC Insured), 6.350%
due 7/1/22
445,000 445,000 AAA Fort Lauderdale, Florida, Central Beach Community Redevelopment
Agency, (AMBAC Insured), 6.150% due 9/1/08
1,050,000 1,050,000 AAA Fort Pierce Utilities Authority Revenue Refunding, AMBAC-Insured, 6.50%
due 10/1/16 (Escrowed with U.S. Government Securities to 10/1/01
Call @ 102)
1,500,000 1,500,000 AAA Gainsville Florida Utility System Revenue 8.125% Due 10/1/14 (Escrowed
to maturity with U.S. Government Securities call @ 102)
1,000,000 1,000,000 BBB Guam Government GO, Series A, 5.375% due 11/15/13
1,350,000 1,350,000 BBB Guam Power Authority Revenue Series A, 6.75% due 10/1/24
<CAPTION>
Smith Barney
Smith Barney Smith Barney Florida
Florida Florida Municipal
Portfolio Portfolio Portfolio Total
Market Bid to Mean Market Market
Description Value Adjustment Value Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Florida Housing Finance Agency: -
General Mortgage, Series A, (FHA Insured): -
6.350% due 6/1/14 $252,187 $252,187
6.400% due 6/1/24 508,125 508,125
6.750% due 8/4/14 1,116,193 1,116,193
Series B, -
6.650% due 7/1/26 1,488,375 1,488,375
Residential Mortgage Series 1, GEMICO Mortgage Insurance, $350,738 - 350,738
zero coupon, due 11/1/12 (d) -
Home Ownership Revenue, GNMA-Collateralized, 7.80% due 9/1/10(a) 192,150 $450 192,600
Florida State Pollution Control, Series X, 6.40% due 7/1/09 1,185,113 - 1,185,113
(Escrowed with U.S. Government Securities to 7/1/01 Call @ 101) -
Florida State Broward County, 10.00% due 7/1/14 1,443,750 1,250 1,445,000
Florida Department of Transportation, (Right of Way), 6.500% due 7/1/21 780,937 780,937
Florida State Board of Education, Capital Outlay, Series B 795,937 795,937
6.700% due 6/1/22 -
Florida State Board of Education Capital Outlay Refunding, Series A, 574,869 - 574,869
7.25% due 6/1/23(Escrowed with U.S. Government Securities -
to 6/1/00 call @ 102)(d) -
Florida State Board of Education Capital Outlay Refunding, Series A, 527,437 607 528,044
7.25% due 6/1/23(d) -
Florida State Community Service Suburban Utilities (Escrowed to Maturity 412,913 481 413,394
with U.S. Government Securities), 8.125% due 10/1/98 -
Florida State Correctional Commission, (MBIA Insured) -
6.000% due 8/1/14 750,938 750,938
6.250% due 1/1/15 765,938 765,938
Florida State Department of Corrections, COP, 6.00% due 3/1/14 986,250 1,250 987,500
Florida State, Mid-Bay Bridge Revenue, Series A, 6.00% due 10/1/22 1,118,750 1,118,750
Florida State Turnpike Authority Revenue, AMBAC-Insured, 7.20% 1,128,750 - 1,128,750
due 7/1/11 (Escrowed with U.S. Government Securities to 7/1/01 -
call @ 102) -
Turnpike Authority Revenue, Series A, (FGIC Insured), 6.350% 183,150 183,150
due 7/1/22 -
Fort Lauderdale, Florida, Central Beach Community Redevelopment 455,013 455,013
Agency, (AMBAC Insured), 6.150% due 9/1/08 -
Fort Pierce Utilities Authority Revenue Refunding, AMBAC-Insured, 6.50% 1,148,438 - 1,148,438
due 10/1/16 (Escrowed with U.S. Government Securities to 10/1/01 -
Call @ 102) -
Gainsville Florida Utility System Revenue 8.125% Due 10/1/14 (Escrowed 1,861,875 1,875 1,863,750
to maturity with U.S. Government Securities call @ 102) -
Guam Government GO, Series A, 5.375% due 11/15/13 878,750 1,250 880,000
Guam Power Authority Revenue Series A, 6.75% due 10/1/24 1,353,375 1,688 1,355,063
</TABLE>
See Notes to Pro Forma Financial Statements
<PAGE>304
SMITH BARNEY MUNI FUNDS - FLORIDA
SCHEDULE OF INVESTMENTS (unaudited) (continued) March 31, 1995
<TABLE>
<CAPTION>
Smith Barney
Smith Barney Florida
Florida Municipal
Portfolio Portfolio Total
Face Value Face Value Face Value Ratings Description
- ----------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <S>
$500,000 $500,000 AAA Gulf Breeze Local Government Revenue, FGIC-Insured, 7.75%
due 12/1/15
Hillsborough County, Florida:
$1,000,000 1,000,000 Ba3* Aviation Authority, Special Purpose, (Delta Airlines Project),
6.800% due 1/1/24
820,000 820,000 A Community Center Project, Series 2, 6.750% due 7/1/22
1,125,000 1,125,000 AAA School Board, Certificate of Participation, (MBIA Insured),
6.000% due 7/1/14
440,000 440,000 Aaa* Hillsborough County HFA Single-Family Mortgage Revenue, Series A5,
GNMA-Collateralized 7.70% due 4/1/23(a)
1,500,000 1,500,000 AAA Hillsborough County School Board, COP, MBIA-Insured, 6.00% due 7/1/12
Hillsborough County, Florida, Utilities Revenue Refunding and
Improvement, (MBIA Insured):
190,000 190,000 BBB+ (prerefunded 8/1/01),
7.000% due 8/1/14
930,000 930,000 BBB+ (unrefunded 8/1/01),
7.000% due 8/1/14
1,000,000 1,000,000 NR Homestead, Florida, Industrial Development Revenue, Series A,
7.950% due 11/1/18
1,000,000 1,000,000 AAA Jacksonville Capital Improvement - Gator Bowl Project, AMBAC-Insured,
6.00% due 10/1/25
1,265,000 1,265,000 Aa1* Jacksonville Electric Authority Revenue Refunding, St. John's River
Power Park Services Refunding, 6.90% due 10/1/13
750,000 750,000 Baa1* Jacksonville Health Facilities Authority Development Revenue, National
Benevolent Association Cypress Hill Village Program,
6.40% due 12/1/16
650,000 650,000 AAA Jacksonville, Florida Methodist Hospital 10.00% due 12/1/05
310,000 310,000 AAA Jacksonville, Florida, Hospital Revenue, (University Medical
Center, Inc. Project), (Co Lee Insured), 6.600% due 2/1/21
2,000,000 2,000,000 AA+ Jacksonville Health Facilities Authority Hospital Revenue,
St. Luke's Hospital, FHA-Insured, 7.125% due 11/15/20
100,000 100,000 AAA Jacksonville Health Facilities Baptist Medical Series 93, 4.25%
Due 6/1/08
1,250,000 1,250,000 BBB+ Lake County, Florida, Resource Recovery, Industrial Revenue, Series
1993-A, 5.950% due 10/1/13
1,000,000 1,000,000 AAA Lee County Capital & Transportation Facilities Revenue Bonds,
Series 1991, MBIA-Insured 6.50% due 10/1/21 (Escrowed with U.S.
Government Securities to 10/1/00 Call @ 102)
Lee County Hospital Board of Directors, Hospital Revenue Bonds-
Lee Memorial Hospital Project:
1,000,000 1,000,000 AAA 91 Series A, INFLOS, MBIA-Insured, 8.861% due 4/1/20(F)
2,000,000 2,000,000 AAA MBIA-Insured, 6.35% due 4/1/20
1,000,000 1,000,000 AAA Lee County Solid Waste, MBIA-Insured, 7.00% due 10/1/11(a)
</TABLE>
<TABLE>
<CAPTION>
Smith Barney
Smith Barney Smith Barney Florida
Florida Florida Municipal
Portfolio Portfolio Portfolio Total
Market Bid to Mean Market Market
Description Value Adjustment Value Value
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gulf Breeze Local Government Revenue, FGIC-Insured, 7.75% $561,250 $625 $561,875
due 12/1/15 -
Hillsborough County, Florida: -
Aviation Authority, Special Purpose, (Delta Airlines Project), $953,750 953,750
6.800% due 1/1/24 -
Community Center Project, Series 2, 6.750% due 7/1/22 856,900 856,900
School Board, Certificate of Participation, (MBIA Insured), 1,116,563 1,116,563
6.000% due 7/1/14 -
Hillsborough County HFA Single-Family Mortgage Revenue, Series A5, 465,850 1,100 466,950
GNMA-Collateralized 7.70% due 4/1/23(a) -
Hillsborough County School Board, COP, MBIA-Insured, 6.00% due 7/1/12 1,500,000 1,875 1,501,875
Hillsborough County, Florida, Utilities Revenue Refunding and -
Improvement, (MBIA Insured): -
(prerefunded 8/1/01), 211,375 211,375
7.000% due 8/1/14 -
(unrefunded 8/1/01), 974,175 974,175
7.000% due 8/1/14 -
Homestead, Florida, Industrial Development Revenue, Series A, 957,500 957,500
7.950% due 11/1/18 -
Jacksonville Capital Improvement - Gator Bowl Project, AMBAC-Insured, 988,750 1,250 990,000
6.00% due 10/1/25 -
Jacksonville Electric Authority Revenue Refunding, St. John's River 1,336,156 1,582 1,337,738
Power Park Services Refunding, 6.90% due 10/1/13 -
Jacksonville Health Facilities Authority Development Revenue, National 705,000 1,875 706,875
Benevolent Association Cypress Hill Village Program, -
6.40% due 12/1/16 -
Jacksonville, Florida Methodist Hospital 10.00% due 12/1/05 712,563 812 713,375
Jacksonville, Florida, Hospital Revenue, (University Medical 320,075 320,075
Center, Inc. Project), (Co Lee Insured), 6.600% due 2/1/21 -
Jacksonville Health Facilities Authority Hospital Revenue, 2,120,000 5,000 2,125,000
St. Luke's Hospital, FHA-Insured, 7.125% due 11/15/20 -
Jacksonville Health Facilities Baptist Medical Series 93, 4.25% -
Due 6/1/08 100,000 100,000
Lake County, Florida, Resource Recovery, Industrial Revenue, Series 1,115,625 1,115,625
1993-A, 5.950% due 10/1/13 -
Lee County Capital & Transportation Facilities Revenue Bonds, 1,086,250 - 1,086,250
Series 1991, MBIA-Insured 6.50% due 10/1/21 (Escrowed with U.S. -
Government Securities to 10/1/00 Call @ 102) -
Lee County Hospital Board of Directors, Hospital Revenue Bonds- -
Lee Memorial Hospital Project: -
91 Series A, INFLOS, MBIA-Insured, 8.861% due 4/1/20(F) 1,071,250 2,500 1,073,750
MBIA-Insured, 6.35% due 4/1/20 2,047,500 5,000 2,052,500
Lee County Solid Waste, MBIA-Insured, 7.00% due 10/1/11(a) 1,073,750 1,250 1,075,000
</TABLE>
See Notes to Pro Forma Financial Statements
<PAGE>305
SMITH BARNEY MUNI FUNDS - FLORIDA
SCHEDULE OF INVESTMENTS (unaudited) (continued) March 31, 1995
<TABLE>
<CAPTION>
Smith Barney
Smith Barney Florida
Florida Municipal
Portfolio Portfolio Total
Face Value Face Value Face Value Ratings Description
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <S>
$1,000,000 $1,000,000 Baa1* Leesburg Hospital Revenue Leesburg Regional Medical Center, 5.70%
due 7/1/18
$840,000 840,000 BBB+ Leesburg, Florida, Hospital Revenue, (Leesburg Regional Medical Center
Project), Series B, 5.200% due 7/1/02
1,000,000 1,000,000 AAA Martin County Conservation Utilities System FGIC-Insured 6.00%
due 10/1/24
1,000,000 500,000 1,500,000 BBB Martin County, Florida, Industrial Development Revenue, 7.875%
due 12/15/25
500,000 500,000 AAA Melbourne, Florida, Water & Sewer Revenue, 6.375% due 10/1/12
2,000,000 2,000,000 BBB Miami Beach Redevelopment Agency Tax Increment Revenue, City
Center Historic Convention Village, 5.875% due 12/1/22(a)
1,000,000 1,000,000 AAA Miami Sports & Exhibition Authority Special Obligation Refunding, FGIC-
Insured, 7.20% due 10/1/20 (Escrowed with U.S. Government
Securities to 10/1/00 Call @ 102)
1,000,000 1,000,000 AAA Miami, Florida, Sports Exhibition Authority, (FGIC Insured)
6.150% due 10/1/20
1,000,000 1,000,000 AAA Miramar, Florida, Wastewater Improvement Authority, 6.75%
due 10/1/16
Nassau County, Florida, Pollution Control Revenue:
595,000 595,000 BBB (ITT Rayonier - Project 6), 6.250% due 6/1/10
1,000,000 1,000,000 BBB (ITT Rayonier Inc. Project), 6.200% due 7/1/15
1,250,000 1,250,000 NR North Miami, Florida, Educational Facilities Revenue, (Johnson & Wales
University Project), Series A, 6.100% due 4/1/13
500,000 500,000 AAA North Port, Florida, Utility Revenue, (FGIC Insured), 6.250% due 10/1/22
1,200,000 1,200,000 AAA North Springs Improvement District 7.00% due 10/1/09 MBIA Insured
500,000 500,000 NR Northern Palm Beach County, Water Control District, Unit Development
No. 31, Program 1, 6.750% due 11/1/07
1,500,000 1,500,000 AA- Ocean Highway and Port Authority, Nassau County, Adjustable Demand
Revenue Bonds, Series 1990, LOC ABN Ambro Bank NV, 6.25%
mandatory tender 12/1/02(a)
1,000,000 1,000,000 AAA Oceanside Housing Development Corporation, Multi-Family Housing and
Funding, FHA- Insured, 6.875% due 2/1/20
Orange County, Florida, Health Facilities Authority Revenue:
1,250,000 1,250,000 AAA 6.750% due 10/1/18
1,050,000 1,050,000 AAA (Orlando Regional Health Center), MBIA Insured 6.000% due 11/1/24
Orange County Health Facilities Authority Hospital Revenue Bonds:
1,000,000 1,000,000 AAA Series 1991B (Adventist Health Systems/Sunbelt Inc.), CGIC-Insured,
6.75% due 11/15/21
2,000,000 2,000,000 AAA RIBS Linked, MBIA-Insured, 6.274% due 10/29/21(f)
1,500,000 1,500,000 AAA Adventist Health Systems, CGIC-Insured, FAIRS, 6.55% due
due 11/15/07(f)
See Notes to Pro Forma Financial Statements
<CAPTION>
Smith Barney Smith Barney Florida
Florida Florida Municipal
Portfolio Portfolio Portfolio Total
Market Bid to Mean Market Market
Description Value Adjustment Value Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Leesburg Hospital Revenue Leesburg Regional Medical Center, 5.70% $870,000 $2,500 $872,500
due 7/1/18 -
Leesburg, Florida, Hospital Revenue, (Leesburg Regional Medical Center $788,550 788,550
Project), Series B, 5.200% due 7/1/02 -
Martin County Conservation Utilities System FGIC-Insured 6.00% 997,500 1,250 998,750
due 10/1/24 -
Martin County, Florida, Industrial Development Revenue, 7.875% 1,067,500 2,500 535,000 1,605,000
due 12/15/25 -
Melbourne, Florida, Water & Sewer Revenue, 6.375% due 10/1/12 516,875 516,875
Miami Beach Redevelopment Agency Tax Increment Revenue, City 1,782,500 2,500 1,785,000
Center Historic Convention Village, 5.875% due 12/1/22(a) -
Miami Sports & Exhibition Authority Special Obligation Refunding, FGIC- 1,111,250 - 1,111,250
Insured, 7.20% due 10/1/20 (Escrowed with U.S. Government -
Securities to 10/1/00 Call @ 102) -
Miami, Florida, Sports Exhibition Authority, (FGIC Insured) 1,006,250 1,006,250
6.150% due 10/1/20 -
Miramar, Florida, Wastewater Improvement Authority, 6.75% 1,072,500 1,072,500
due 10/1/16 -
Nassau County, Florida, Pollution Control Revenue: -
(ITT Rayonier - Project 6), 6.250% due 6/1/10 586,075 586,075
(ITT Rayonier Inc. Project), 6.200% due 7/1/15 961,250 961,250
North Miami, Florida, Educational Facilities Revenue, (Johnson & Wales 1,167,188 1,167,188
University Project), Series A, 6.100% due 4/1/13 -
North Port, Florida, Utility Revenue, (FGIC Insured), 6.250% due 10/1/22 506,875 506,875
North Springs Improvement District 7.00% due 10/1/09 MBIA Insured 1,360,500 1,500 1,362,000
Northern Palm Beach County, Water Control District, Unit Development 500,625 500,625
No. 31, Program 1, 6.750% due 11/1/07 -
Ocean Highway and Port Authority, Nassau County, Adjustable Demand 1,580,625 1,875 1,582,500
Revenue Bonds, Series 1990, LOC ABN Ambro Bank NV, 6.25% -
mandatory tender 12/1/02(a) -
Oceanside Housing Development Corporation, Multi-Family Housing and 1,037,500 2,500 1,040,000
Funding, FHA- Insured, 6.875% due 2/1/20 -
Orange County, Florida, Health Facilities Authority Revenue: -
6.750% due 10/1/18 1,279,688 1,279,688
(Orlando Regional Health Center), MBIA Insured 6.000% due 11/1/24 1,035,563 1,035,563
Orange County Health Facilities Authority Hospital Revenue Bonds: -
Series 1991B (Adventist Health Systems/Sunbelt Inc.), CGIC-Insured, 1,047,500 1,250 1,048,750
6.75% due 11/15/21 -
RIBS Linked, MBIA-Insured, 6.274% due 10/29/21(f) 2,047,500 5,000 2,052,500
Adventist Health Systems, CGIC-Insured, FAIRS, 6.55% due 1,496,250 3,750 1,500,000
due 11/15/07(f)
</TABLE>
<PAGE>306
SMITH BARNEY MUNI FUNDS - FLORIDA
SCHEDULE OF INVESTMENTS (unaudited) (continued) March 31, 1995
<TABLE>
<CAPTION>
Smith Barney
Smith Barney Florida
Florida Municipal
Portfolio Portfolio Total
Face Value Face Value Face Value Ratings Description
- ----------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <S>
$100,000 $100,000 AAA Solid Waste Facilities Revenue Bonds, (FGIC Insured), 6.375%
due 10/1/17
Tourist Development Tax Revenue:
750,000 750,000 AAA Series B, (AMBAC Insured), 6.000% due 10/1/21
1,500,000 1,500,000 AAA Series B, 6.000% due 10/1/24
400,000 400,000 AA- Orlando, Florida Capital Improvement Special Revenue, 6.000%
due 10/1/22
$1,000,000 1,000,000 Aa1* Orlando Utility Commission Water & Electric Revenue Refunding,
6.00% due 10/1/10
1,500,000 1,500,000 A- Orlando and Orange Counties, Florida, Expressway Authority, Jr. Lein,
5.950% due 7/1/24
799,000 799,000 AAA Osceola County IDA Revenue (Community Provider Pooled Loan
Program), CGIC-Insured 7.75% due 7/1/10
200,000 200,000 BBB Pace Property Finance Authority, Utility Systems Refunding &
Improvement, 6.250% due 9/1/13
680,000 680,000 AAA Palm Beach County HFA, John F. Kennedy Memorial Hospital Inc. Project,
Series C, (Escrowed to Maturity with U.S. Government Securities),
9.50% due 8/1/13
1,000,000 1,000,000 A- Palm Beach County, Florida Health Facilities Authority,
(Good Samartian Health System Project), 6.300% due 10/1/22
505,000 505,000 Aaa* Palm Beach HFA Single-Family Mortgage Revenue Bonds, Series 1991 A,
GNMA-Collateralized, 7.875% due 4/1/23(a)
1,000,000 1,000,000 Aa* Pensacola Health Facilities Authority, 5.25% due 1/1/11
460,000 460,000 AA- Pensacola Junior College Foundation, Education Facility Revenue, LOC
Bank of Tokyo 7.125% due 7/1/09
800,000 800,000 1,600,000 Aaa* Pinellas County HFA Single-Family Mortgage Revenue, 6.550%
due 8/1/27
835,000 835,000 AAA Pinellas County Health Facilities Authority, Sun Coast Health System
Revenue, Sun Coast Hospital Guaranteed, Series A, 8.50% due 3/1/20
(Escrowed with U.S. Government Securities to 3/1/00 Call @ 102)(d)
1,030,000 1,030,000 BBB- Pinellas County Health Facilities Authority, Sun Coast Health System
Revenue, Sun Coast Hospital Guaranteed, Series A, 8.50% due 3/1/20(d)
1,000,000 1,000,000 A+ Pinellas County Pollution Control Revenue, Florida Power Corporation,
Anclote & Bartlow Plants Project, 7.20% due 12/1/14
750,000 750,000 AAA Plant City, Florida, Utility System Revenue, 6.000% due 10/1/20
2,000,000 2,000,000 AAA Port Everglades Florida Port Improvement, 7.125% due 11/1/16
1,500,000 1,500,000 AA- Port Everglades Authority, Port Improvement Revenue Refunding, FSA-
Insured, 5.00% due 9/1/16
1,500,000 1,500,000 AAA Port of Orange Water & Sewer Revenue, 0.00% due 10/1/21 (Escrowed
with U.S. Government Securities to 4/1/01 @ 24.4)
1,000,000 1,000,000 A Puerto Rico Commonwealth, 6.50% due 7/1/23
1,500,000 1,500,000 AAA Puerto Rico Commonwealth, 5.00% due 7/1/21
<CAPTION>
Smith Barney
Smith Barney Smith Barney Florida
Florida Florida Municipal
Portfolio Portfolio Portfolio Total
Market Bid to Mean Market Market
Description Value Adjustment Value Value
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Solid Waste Facilities Revenue Bonds, (FGIC Insured), 6.375% $102,250 $102,250
due 10/1/17 -
Tourist Development Tax Revenue: -
Series B, (AMBAC Insured), 6.000% due 10/1/21 745,313 745,313
Series B, 6.000% due 10/1/24 1,483,125 1,483,125
Orlando, Florida Capital Improvement Special Revenue, 6.000% 392,000 392,000
due 10/1/22 -
Orlando Utility Commission Water & Electric Revenue Refunding, $1,021,250 $1,250 1,022,500
6.00% due 10/1/10 -
Orlando and Orange Counties, Florida, Expressway Authority, Jr. Lein, 1,445,625 1,445,625
5.950% due 7/1/24 -
Osceola County IDA Revenue (Community Provider Pooled Loan 834,955 999 835,954
Program), CGIC-Insured 7.75% due 7/1/10 -
Pace Property Finance Authority, Utility Systems Refunding & 192,500 192,500
Improvement, 6.250% due 9/1/13 -
Palm Beach County HFA, John F. Kennedy Memorial Hospital Inc. Project, 901,000 850 901,850
Series C, (Escrowed to Maturity with U.S. Government Securities), -
9.50% due 8/1/13 -
Palm Beach County, Florida Health Facilities Authority, 986,250 986,250
(Good Samartian Health System Project), 6.300% due 10/1/22 -
Palm Beach HFA Single-Family Mortgage Revenue Bonds, Series 1991 A, 514,468 632 515,100
GNMA-Collateralized, 7.875% due 4/1/23(a) -
Pensacola Health Facilities Authority, 5.25% due 1/1/11 920,000 2,500 922,500
Pensacola Junior College Foundation, Education Facility Revenue, LOC 475,525 575 476,100
Bank of Tokyo 7.125% Due 7/1/09 -
Pinellas County HFA Single-Family Mortgage Revenue, 6.550% 803,000 2,000 805,000 1,610,000
due 8/1/27 -
Pinellas County Health Facilities Authority, Sun Coast Health System 972,775 - 972,775
Revenue, Sun Coast Hospital Guaranteed, Series A, 8.50% due 3/1/20 -
(Escrowed with U.S. Government Securities to 3/1/00 Call @ 102)(d) -
Pinellas County Health Facilities Authority, Sun Coast Health System 1,053,175 2,575 1,055,750
Revenue, Sun Coast Hospital Guaranteed, Series A, 8.50% due 3/1/20(d) -
Pinellas County Pollution Control Revenue, Florida Power Corporation, 1,075,000 2,500 1,077,500
Anclote & Bartlow Plants Project, 7.20% due 12/1/14 -
Plant City, Florida, Utility System Revenue, 6.000% due 10/1/20 746,250 746,250
Port Everglades Florida Port Improvement, 7.125% due 11/1/16 2,347,500 2,500 2,350,000
Port Everglades Authority, Port Improvement Revenue Refunding, FSA- 1,305,000 1,875 1,306,875
Insured, 5.00% due 9/1/16 -
Port of Orange Water & Sewer Revenue, 0.00% due 10/1/21 (Escrowed 268,125 - 268,125
with U.S. Government Securities to 4/1/01 @ 24.4) -
Puerto Rico Commonwealth, 6.50% due 7/1/23 1,021,250 1,250 1,022,500
Puerto Rico Commonwealth, 5.00% due 7/1/21 1,290,000 1,875 1,291,875
</TABLE>
See Notes to Pro Forma Financial Statements
<PAGE>307
SMITH BARNEY MUNI FUNDS - FLORIDA
SCHEDULE OF INVESTMENTS (unaudited) (continued) March 31, 1995
<TABLE>
<CAPTION>
Smith Barney
Smith Barney Florida
Florida Municipal
Portfolio Portfolio Total
Face Value Face Value Face Value Ratings Description
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <S>
$1,200,000 $1,200,000 BBB Puerto Rico Housing Bank & Finance Agency Single- Family Mortgage
7.50% due 12/1/06
1,390,000 1,390,000 BBB- Putnam County Development Authority PCR, Georgia Pacific Corp. 1984,
7.00% due 12/1/05
1,000,000 1,000,000 AAA St. Lucie County Sales Tax Revenue, FGIC-Insured, 6.50% due 10/1/22
(Escrowed with U.S. Government Securities to 10/1/02 Call @ 102)
1,500,000 1,500,000 A+ St. Lucie County Solid Waste Disposal Revenue Bonds, Florida Power &
Light Co. Project, 7.15% due 2/1/23(a)
350,000 350,000 BBB+ Santa Rosa County Health Facilities Authority Revenue Refunding, Gulf
Breeze Hospital Inc., Series A, Gulf Breeze Hospital Guaranteed, 6.20%
due 10/1/14
2,000,000 2,000,000 AAA Seminole County Water & Sewer Refunding & Improvement, MBIA-Insured
6.00% due 10/1/12
$500,000 500,000 AAA Seminole County, Florida, Water and Sewer Revenue Bonds, MBIA Insured
6.000% due 10/1/19
1,000,000 1,000,000 AAA South Broward Hospital District Revenue Bonds, RIBS, Series 1991C,
AMBAC_Insured, 8.70% due 5/13/21(f)
1,500,000 1,500,000 A+ South Broward, Florida, Hospital District, 5.500% due 5/1/28
1,095,000 1,095,000 AAA Southwest Housing Development Corporation, Multi-Family Housing
Revenue Refunding, FHA- Insured, 6.875% due 2/1/20
500,000 500,000 Aa* Tallahassee, Florida, Electric Revenue, Series B, 6.200% due 10/1/12
1,745,000 1,745,000 BBB Tampa Capital Improvement Program, Series B, 8.375% due 10/1/18
Tampa, Florida:
500,000 500,000 NR (Florida Aquarium Inc. Project), 7.750% due 5/1/27
1,000,000 1,000,000 AAA Revenue Allegany Health Systems, (St. Joseph's Project), MBIA Insured
6.700% due 12/1/18
100,000 100,000 AAA Water and Sewer Revenue Bonds, (FGIC Insured), 6.250% due 10/1/12
1,725,000 1,725,000 AAA Titusville Water & Sewer Revenue, Series 94, MBIA-Insured 6.00%
due 10/1/24
1,000,000 1,000,000 Aaa* Virgin Islands HFA Single- Family Mortgage, 6.50% due 3/1/25
2,000,000 2,000,000 A* Venice Health Facilities Revenue Bonds, Series 1994, Venice Hospital Inc.
Guaranteed, 6.00% due 12/1/14
445,000 445,000 AAA Volusia County Airport System Revenue, Daytona Beach Regional Airport,
MBIA-Insured, 7.00% due 10/1/21 (Escrowed with U.S. Government
Securities to 10/1/00 Call @102(a)
1,355,000 1,355,000 AAA Volusia County Airport System Revenue, Daytona Beach Regional Airport,
MBIA Insured, 7.00% due 10/1/21(a)
500,000 500,000 Volusia County, Florida, Educational Facilities Authority,
AAA 6.500% due 10/15/15
<CAPTION>
Smith Barney
Smith Barney Smith Barney Florida
Florida Florida Municipal
Portfolio Portfolio Portfolio Total
Market Bid to Mean Market Market
Description Value Adjustment Value Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Puerto Rico Housing Bank & Finance Agency Single- Family Mortgage $1,309,500 $3,000 $1,312,500
7.50% due 12/1/06 -
Putnam County Development Authority PCR, Georgia Pacific Corp. 1984, 1,490,775 3,475 1,494,250
7.00% due 12/1/05 -
St. Lucie County Sales Tax Revenue, FGIC-Insured, 6.50% due 10/1/22 1,100,000 - 1,100,000
(Escrowed with U.S. Government Securities to 10/1/02 Call @ 102) -
St. Lucie County Solid Waste Disposal Revenue Bonds, Florida Power & 1,576,875 3,750 1,580,625
Light Co. Project, 7.15% due 2/1/23(a) -
Santa Rosa County Health Facilities Authority Revenue Refunding, Gulf 322,875 875 323,750
Breeze Hospital Inc., Series A, Gulf Breeze Hospital Guaranteed, 6.20% -
due 10/1/14 -
Seminole County Water & Sewer Refunding & Improvement, MBIA-Insured 2,025,000 2,500 2,027,500
6.00% due 10/1/12 -
Seminole County, Florida, Water and Sewer Revenue Bonds, MBIA Insured $498,750 498,750
6.000% due 10/1/19 -
South Broward Hospital District Revenue Bonds, RIBS, Series 1991C, 1,072,500 2,500 1,075,000
AMBAC_Insured, 8.70% due 5/13/21(f) -
South Broward, Florida, Hospital District, 5.500% due 5/1/28 1,293,750 1,293,750
Southwest Housing Development Corporation, Multi-Family Housing 1,126,481 2,738 1,129,219
Revenue Refunding, FHA- Insured, 6.875% due 2/1/20 -
Tallahassee, Florida, Electric Revenue, Series B, 6.200% due 10/1/12 509,375 509,375
Tampa Capital Improvement Program, Series B, 8.375% due 10/1/18 1,843,157 2,181 1,845,338
Tampa, Florida: -
(Florida Aquarium Inc. Project), 7.750% due 5/1/27 516,875 516,875
Revenue Allegany Health Systems, (St. Joseph's Project), MBIA Insured 1,071,250 1,071,250
6.700% due 12/1/18 -
Water and Sewer Revenue Bonds, (FGIC Insured), 6.250% due 10/1/12 103,125 103,125
Titusville Water & Sewer Revenue, Series 94, MBIA-Insured 6.00% 1,718,530 2,158 1,720,688
due 10/1/24 -
Virgin Islands HFA Single-Family Mortgage, 6.50% due 3/1/25 995,000 2,500 997,500
Venice Health Facilities Revenue Bonds, Series 1994, Venice Hospital Inc. 1,922,500 5,000 1,927,500
Guaranteed, 6.00% due 12/1/14 -
Volusia County Airport System Revenue, Daytona Beach Regional Airport, 490,613 - 490,613
MBIA-Insured, 7.00% due 10/1/21 (Escrowed with U.S. Government -
Securities to 10/1/00 Call @102(a) -
Volusia County Airport System Revenue, Daytona Beach Regional Airport, 1,434,605 1,695 1,436,300
MBIA Insured, 7.00% due 10/1/21(a) -
Volusia County, Florida, Educational Facilities Authority, 514,375 514,375
6.500% due 10/15/15 -
</TABLE>
See Notes to Pro Forma Financial Statements
<PAGE>308
SMITH BARNEY MUNI FUNDS - FLORIDA
SCHEDULE OF INVESTMENTS (unaudited) (continued) March 31, 1995
<TABLE>
<CAPTION>
Smith Barney
Smith Barney Florida
Florida Municipal
Portfolio Portfolio Total
Face Value Face Value Face Value Ratings Description
- ---------------------------------------------------------------------------------------------------------------------
Short Term Bonds
--------------------------
<C> <C> <C> <C> <S>
Guam - 1.4%
$750,000 $750,000 Guam Airport Authority Revenue, Series A,
BBB 6.500% due 10/1/23
Puerto Rico - 0.0%
(AMBAC Insured),
AAA 5.875% due 7/1/18
500,000 500,000 Commonwealth of Puerto Rico,
Puerto Rico - 0.0%
600,000 600,000 A1* Commonwealth of Puerto Rico, Government Development Bank
Variable Rate due 12/1/15
- -------------- ------------- -------------
$113,069,000 $54,215,000 $167,284,000 Totals
============== ============= =============
<CAPTION>
Smith Barney
Smith Barney Smith Barney Florida
Florida Florida Municipal
Portfolio Portfolio Portfolio Total
Market Bid to Mean Market Market
Ratings Description Value Adjustment Value Value
- ---------------------------------------------------------------------------------------------------------------------------------
Short Term Bonds
- ------------------------
<C> <S> <C> <C> <C> <C>
Guam - 1.4% -
Guam Airport Authority Revenue, Series A, -
BBB 6.500% due 10/1/23 $740,625 $740,625
Puerto Rico - 0.0% -
(AMBAC Insured), -
AAA 5.875% due 7/1/18 491,250 491,250
Commonwealth of Puerto Rico, -
Puerto Rico - 0.0% -
A1* Commonwealth of Puerto Rico, Government Development Bank 600,000 600,000
Variable Rate due 12/1/15
------------ ---------- ----------- ------------
Totals $110,671,580 $168,805 $53,844,826 $164,685,211
============ ========== =========== ============
</TABLE>
<PAGE>309
SMITH BARNEY MUNI FUNDS
PART C
OTHER INFORMATION
Item 15. Indemnification
The response to this item is incorporated by reference to "Liability
of Trustees" under the caption "Information on Shareholder's Rights"
in Part A of this Registration Statement.
Item 16. Exhibits -- References are to Registrant's Registration Statement
on Form N-1A as filed with the Securities and
Exchange Commission (File Nos. 2-99861 and 811-4395)
(the "Registration Statement").
(1) (a) Restated Declaration of Trust dated as of April 23, 1986 is
incorporated by reference to Exhibit 1 to Pre-Effective
Amendment No. 1 to the Registration Statement.
(1) (b) Instrument of the Trustees Establishing and Designating Classes of
Shares of Certain Series of the Trust is incorporated herein by
reference to Exhibit 1(b) to Post-Effective Amendment No. 24 to the
Registration Statement.
(1) (c) Instruments of the Trustees Establishing and Designating
Classes of Shares and Certain Series of the Trust dated
March 26, 1993, June 4, 1993, March 4, 1994 and October 3,
1994, and Amendment to Declaration of Trust of the Registrant
dated May 20, 1994, are incorporated by reference to
Exhibit 1(c) to Registrant's Registration Statement on Form N-
14 (relating to its New York Portfolio), as filed with the
Securities and Exchange Commission on August 22, 1995 (File No.
33-62017).
(2) By-Laws are incorporated by reference to Exhibit 2 to Pre-Effective
Amendment No. 2 to the Registration Statement.
(3) Not Applicable.
(4) Agreement and Plan of Reorganization (included as Exhibit A to
Registrant's Prospectus/Proxy Statement contained in Part A of this
Registration Statement).*
(5) Not Applicable.
<PAGE>310
(6) Management Agreement between the Florida Portfolio, a portfolio of
the Registrant, and Mutual Management Corp. is incorporated by
reference to Exhibit 5(h) to Post-Effective Amendment No. 16 to the
Registration Statement.
(7) Distribution Agreement between Registrant and Smith Barney Inc. is
incorporated by reference to Exhibit 6 to Post-Effective Amendment
No. 7 to the Registration Statement.
(8) Not Applicable.
(9) (a) Custodian Agreement between Registrant and PNC Bank is
incorporated by reference to Exhibit 8 to Pre-Effective
Amendment No. 1 to the Registration Statement.
(9) (b) Transfer Agency Agreement between Registrant and PFPC Inc. is
incorporated by reference to Exhibit 9 to Post-Effective Amendment
No. 12 to the Registration Statement.
(10)(a) Form of Plan of Distribution pursuant to Rule 12b-1 of the
Registrant on behalf of the Florida Portfolio.**
(10)(b) Plan of Distribution pursuant to Rule 12b-1 with respect to Class A
shares of the Registrant is incorporated by reference to Exhibit
15(n) to Post-Effective Amendment No. 34 to the Registration
Statement.
(11) (a) Opinion and Consent of Sullivan & Cromwell with respect to
legality.*
(11) (b) Opinion and Consent of Ropes & Gray with respect to certain matters
under Massachusetts law.*
(12) Opinion and Consent of Willkie Farr & Gallagher with respect to tax
matters.*
(13) Not Applicable.
(14) (a) Consent of Coopers & Lybrand L.L.P.*
(14) (b) Consent of KPMG Peat Marwick LLP.*
(15) Not Applicable.
(16) Powers of Attorney (included on signature page).**
<PAGE>311
(17) (a) Form of Proxy Card.*
(17) (b) Registrant's Declaration pursuant to Rule 24f-2 is incorporated by
reference to its initial Registration Statement.
* Filed herewith.
** Previously filed.
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is a part of this Registration Statement by
any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c) of the Securities Act of 1933, the
reoffering prospectus will contain the information called for
by the applicable registration form for reofferings by persons
who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an
amendment to the Registration Statement and will not be used
until the amendment is effective, and that, in determining any
liability under the Securities Act of 1933, each post-effective
amendment shall be deemed to be a new registration statement
for the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona
fide offering of them.
<PAGE>312
SIGNATURES
As required by the Securities Act of 1933, this Registration
Statement has been signed on behalf of the registrant, in the City of New York
and State of New York on the 24th day of October, 1995.
SMITH BARNEY MUNI FUNDS
on behalf of the FLORIDA
PORTFOLIO
By: /s/ Heath B. McLendon
Heath B. McLendon
Chairman of the Board and
Chief Executive Officer
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/ Heath B. McLendon Chairman of the Board and October 24, 1995
Heath B. McLendon Chief Executive Officer
/s/ Lewis E. Daidone Treasurer (Chief Financial October 24, 1995
Lewis E. Daidone and Accounting Officer)
* Trustee October 24, 1995
Ralph D. Creasman
* Trustee October 24, 1995
Joseph H. Fleiss
* Trustee October 24, 1995
Donald R. Foley
<PAGE>313
* Trustee October 24, 1995
Francis P. Martin
* Trustee October 24, 1995
Roderick C. Rasmussen
* Trustee October 24, 1995
John P. Toolan
* Trustee October 24, 1995
C. Richard Youngdahl
*By:/s/ Caren A. Cunningham
Caren A. Cunningham
Attorney-in-fact
<PAGE>314
EXHIBIT INDEX
Exhibit Number Description Page
(4) Agreement and Plan of Reorganization *
(included as Exhibit A to Registrant's
Prospectus/Proxy Statement contained in Part A
of this Registration Statement).
10(a) Form of Plan of Distribution pursuant to Rule 12b-
1 of Smith Barney Muni Funds on behalf of the **
Florida Portfolio.
(11) (a) Opinion and Consent of Sullivan & Cromwell *
with respect to legality.
(11) (b) Opinion and Consent of Ropes & Gray *
with respect to certain matters under
Massachusetts law.
(12) Opinion and Consent of Willkie Farr & *
with respect to tax matters.
(14) (a) Consent of Coopers & Lybrand L.L.P. *
(14) (b) Consent of KPMG Peat Marwick LLP. *
(16) Powers of Attorney (included on signature **
page)
(17) (a) Form of Proxy Card. *
_______________________________
* Filed herewith.
** Previously filed.
<PAGE>1
[LETTERHEAD OF SULLIVAN & CROMWELL]
October 23, 1995
Smith Barney Muni Funds,
388 Greenwich Street
New York, New York 10013.
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of an indefinite number of shares (the "Shares") of beneficial
interest, par value $.001 per share, of Smith Barney Muni Funds, a
Massachusetts business trust (the "Trust"), we, as your counsel, have examined
such trust records, certificates and other documents, and such questions of
law, as we have considered necessary or appropriate for the purposes of this
opinion.
Upon the basis of such examination, we advise you that, in our
opinion, when the Shares are issued and sold in accordance with the Trust's
Registration Statement on Form N-14 (File No. 33-62019) under the Act in
connection with the acquisition by the Trust on behalf of the Florida
Portfolio (the "Portfolio") of all or substantially all of the assets, and the
assumption of certain liabilities, of the Smith Barney Florida Municipals Fund
and in accordance
<PAGE>2
with the Declaration of Trust and By-Laws of the Trust, the Shares will be
validly issued, fully paid and nonassessable.
Under Massachusetts law, shareholders of a Massachusetts business
trust could, under certain circumstances, be held personally liable for the
obligations of the Trust. The Declaration of Trust, however, disclaims
shareholder liability in connection with Trust Property (as defined therein)
or the affairs of the Trust and requires that notice of such disclaimer be
given in each written obligation, contract, instrument, certificate, share
certificate, or other security of the Trust or undertaking made or issued by
the Trustees. The Declaration of Trust provides for indemnification by the
Portfolio from and against all claims and liabilities to which a shareholder
may become subject by reason of his being or having been a shareholder. Thus,
the risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the Portfolio itself would be
unable to meet its obligations.
The foregoing opinion is limited to the laws of the Commonwealth of
Massachusetts, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction. With respect to due organization of the Trust, we
have, with your approval, relied upon the opinion
<PAGE>3
dated May 22, 1991 of Gaston & Snow, and with respect to all other matters of
Massachusetts law, we have, with your approval, relied upon the opinion dated
October 23, 1995 of Ropes & Gray, and our opinion is subject to the same
assumptions, qualifications and limitations with respect to such matters as
are contained in such opinions of Gaston & Snow and Ropes & Gray. We believe
you and we are justified in relying on such opinions for such matters.
Also, we have relied as to certain matters on information obtained
from public officials, officers of the Trust and other sources believed by us
to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Trust's Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Sullivan & Cromwell
<PAGE>1
October 23, 1995
Smith Barney Muni Funds,
1345 Avenue of the Americas,
New York, New York 10105.
Ladies and Gentlemen:
We are rendering this opinion at your request in respect of the
issuance of shares of beneficial interest of the Florida Portfolio (the
"Fund"), a series of shares of beneficial interest of Smith Barney Muni Funds
(the "Trust").
In connection with this opinion, we have examined:
(a) A copy of the Declaration of Trust of the Trust, restated as of
April 23, 1986, certified by the Secretary of State of The
Commonwealth of Massachusetts.
(b) Various Instruments of the Trustees designating shares of
specified Portfolios of the Trust, dated, respectively,
January 28, 1987, April 29, 1987, October 30, 1985, December 8,
1989, June 6, 1990, March 7, 1990, December 7, 1990, June 5,
1991, December 18, 1992, March 26, 1993 (of which there are
two), and June 4, 1993 (of which there are two), certified by
the Secretary of State of The Commonwealth of Massachusetts.
(c) Certificates of the Secretary of the Trust dated July 25, 1991
and May 20, 1994, respectively, as to amendments to the
Declaration of Trust changing the name of the
<PAGE>2
Trust, certified by the Secretary of State of The Commonwealth
of Massachusetts.
(d) An Instrument of the Trustees Establishing and Designating an
Additional Class of Shares of Certain Series of the Trust,
dated March 4, 1994, certified by an Assistant Secretary of the
Trust.
(e) An Instrument of the Trustees Establishing and Designating
Classes of Shares of the Trust, dated October 3, 1994,
certified by an Assistant Secretary of the Trust.
(f) A copy of the By-Laws of the Trust certified by an Assistant
Secretary of the Trust (the "By-Laws").
(g) A certificate of an Assistant Secretary of the Trust dated
October 23, 1995 as to, among other things, certain actions of
the trustees of the Trust (the "Trustees"), including without
limitation actions of the Trustees relating to, among other
things, the adoption and approval of an Agreement and Plan of
Reorganization (the "Agreement and Plan of Reorganization")
between the Trust on behalf of the Fund and Smith Barney
Florida Municipal Funds (the "Smith Barney Fund"), which
contemplates, among other things, that the Trust will issue
shares of beneficial interest of the Fund (the "Shares") to the
Smith Barney Fund in return for the consideration stated in the
Agreement and Plan of Reorganization.
(h) Such other certificates, documents, and records as we have
deemed necessary for the purpose of this opinion.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
<PAGE>3
We have made such examination of Massachusetts law as we have deemed
relevant for purposes of this opinion. We express no opinion as to the effect
of laws, rules, and regulations of any state or jurisdiction other than The
Commonwealth of Massachusetts. In addition, we have assumed that, upon the
issuance of the Shares as contemplated by the Agreement and Plan of
Reorganization, the Fund will receive consideration at least equal to the net
asset value per Share of each class of Shares and the par value per Share of
each class of Shares of the Fund so to be issued, and that such net asset
value shall be calculated in accordance with the Declaration of Trust and the
By-Laws.
We understand that you have received an opinion of other
Massachusetts counsel to the effect that the Trust has been duly organized
under the laws of The Commonwealth of Massachusetts. We have not, at your
instruction, examined independently the question of what law would govern the
interpretation or enforcement of any provision of the Declaration of Trust and
have, at your direction, assumed for purposes of this opinion that the Trust
is a duly established and validly existing unincorporated voluntary
association with transferable shares under Massachusetts law (commonly known
as a "Massachusetts business trust") and that the interpretation and
enforcement of each provision of the Declaration of Trust will be governed by
the laws of The Commonwealth of Massachusetts.
Based upon and subject to the foregoing, we are of the opinion that
the Trust is authorized to issue an unlimited number of shares of the Fund
designated Class A shares, Class B shares, and Class C shares and that, when
the Shares are issued and sold as contemplated by the Agreement and Plan of
Reorganization following effectiveness of the Registration Statement of the
Trust on Form N-14 as contemplated by the actions of the Trustees referred to
above (the "Registration Statement"), for the consideration stated in the
Agreement and Plan of Reorganization, they will be validly issued, fully paid,
and nonassessable by the Trust.
Under Massachusetts law, shareholders of a Massachusetts business
trust could, under certain circumstances, be held personally liable for the
obligations of the Trust. However, the Declaration of Trust disclaims
shareholder liability in connection with Trust Property (as defined therein)
or the affairs of the Trust and requires
<PAGE>4
that notice of such disclaimer be given in each written obligation, contract,
instrument, certificate, share certificate, or other security of the Trust or
undertaking made or issued by the Trustees. The Declaration of Trust provides
for indemnification by the Fund from and against all claims and liabilities to
which a shareholder may become subject by reason of his being or having been a
shareholder. Thus, the risk of a shareholder's incurring financial loss on
account of shareholder liability is limited to circumstances in which the Fund
itself would be unable to meet its obligations.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>1
[LETTERHEAD OF WILLKIE FARR & GALLAGHER]
October 23, 1995
Smith Barney Muni Funds - Florida Portfolio
388 Greenwich Street
New York, New York 10013
Smith Barney Florida Municipals Fund
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
You have asked us for our opinion concerning certain federal income tax
consequences to (a) Smith Barney Florida Municipals Fund (the "Acquired
Fund"), (b) Florida Portfolio (the "Acquiring Fund"), a separate
series of Smith Barney Muni Funds, and (c) holders of shares of beneficial
interest in the Acquired Fund (the "Acquired Fund Shareholders") when the
holders of Class A, Class B and Class C shares of the Acquired Fund receive
Class A, Class B and Class C shares, respectively, of the Acquiring Fund (all
such shares of the Acquiring Fund referred to hereinafter as the "Acquiring
Fund Shares") in liquidation of their interests in the Acquired Fund pursuant
to an acquisition by the Acquiring Fund of all or substantially all of the
assets of the Acquired Fund in exchange for the Acquiring Fund Shares and the
assumption by the Acquiring Fund of scheduled liabilities of the Acquired Fund
and the subsequent liquidation of the Acquired Fund and distribution in
liquidation of the Acquiring Fund Shares to the Acquired Fund Shareholders.
We have reviewed such documents and materials as we have considered necessary
for the purpose of rendering this opinion. In rendering this opinion, we
assume that such documents as yet unexecuted will, when executed, conform in
all material respects to the proposed forms of such documents that we have
examined. In addition, we assume the genuineness of all signatures, the
capacity of each party executing a document so to execute that document, the
authenticity of all documents submitted to us as
<PAGE>2
originals and the conformity to original documents of all documents submitted
to us as certified or photostatic copies.
We have made inquiry as to the underlying facts which we considered to be
relevant to the conclusions set forth in this letter. The opinions expressed
in this letter are based upon certain factual statements relating to the
Acquired Fund and the Acquiring Fund set forth in the Registration Statement
on Form N-14 (the "Registration Statement") filed by Smith Barney Muni Funds,
on behalf of the Acquiring Fund, with the Securities and Exchange Commission
and representations to be made in letters from the Acquired Fund and the
Acquiring Fund addressed to us for our use in rendering this opinion. Based
on information received from the Acquired Fund and the Acquiring Fund, we have
no reason to believe that we will not be able to render this opinion as a
final opinion at the Closing. We have no reason to believe that these
representations and facts will not be valid, but we have not attempted and
will not attempt to verify independently any of these representations and
facts, and this opinion is based upon the assumption that each of them is
accurate. Capitalized terms used herein and not otherwise defined shall have
the meaning given them in the Registration Statement.
The conclusions expressed herein are based upon the Internal Revenue Code of
1986 (the "Code"), Treasury regulations issued thereunder, published rulings
and procedures of the Internal Revenue Service and judicial decisions, all as
in effect on the date of this letter.
Based upon the foregoing, it is our opinion that:
(1) the transfer of all or substantially all of the Acquired Fund's
assets in exchange for Acquiring Fund Shares and the assumption by the
Acquiring Fund of scheduled liabilities of the Acquired Fund will constitute a
"reorganization" within the meaning of Section 368(a)(1)(C) of the Code, and
the Acquired Fund and the Acquiring Fund are each a "party to a
reorganization" within the meaning of Section 368(b) of the Code;
(2) no gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Acquired Fund in exchange for Acquiring Fund
Shares and the assumption by the Acquiring Fund of scheduled liabilities of
the Acquired Fund;
(3) no gain or loss will be recognized by the Acquired Fund upon the
transfer of the Acquired Fund's assets to the Acquiring Fund in exchange for
Acquiring Fund Shares and the assumption by
<PAGE>3
the Acquiring Fund of scheduled liabilities of the Acquired Fund or upon the
distribution (whether actual or constructive) of Acquiring Fund Shares to
Acquired Fund Shareholders;
(4) no gain or loss will be recognized by Acquired Fund Shareholders
upon the exchange of their shares of the Acquired Fund for Acquiring Fund
Shares;
(5) the aggregate tax basis of Acquiring Fund Shares received by each
Acquired Fund Shareholder pursuant to the Reorganization will be the same as
the aggregate tax basis of the shares of the Acquired Fund surrendered in
exchange therefor, and the holding period of the Acquiring Fund Shares to be
received by each Acquired Fund Shareholder will include the period during
which the shares of the Acquired Fund exchanged therefor were held by such
Acquired Fund Shareholder (provided the shares of the Acquired Fund were held
as capital assets on the date of the Reorganization); and
(6) the tax basis to the Acquiring Fund of the Acquired Fund's assets
acquired by the Acquiring Fund will be the same as the tax basis of such
assets to the Acquired Fund immediately prior to the Reorganization, and the
holding period of the assets of the Acquired Fund in the hands of the
Acquiring Fund will include the period during which those assets were held by
the Acquired Fund.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name and any reference to our
firm in the Registration Statement or in the Prospectus/Proxy Statement
constituting a part thereof.
Very truly yours,
/s/ Willkie Farr & Gallagher
<PAGE>1
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
Smith Barney Muni Funds:
We hereby consent to the following with respect to the
Registration Statement on Form N-14 under the Securities Act of
1933, as amended, of Smith Barney Muni Funds:
1. The incorporation by reference of our report dated December
8, 1994, accompanying the Annual Report of the Smith Barney
Florida Municipals Fund (formerly the Smith Barney Shearson
Florida Municipals Fund) as of October 31, 1994, in the
Prospectus/Proxy Statement.
2. The reference to our firm under the heading "Financial
Statements and Experts" in the Prospectus/Proxy Statement.
3. The reference to our firm under the heading "Financial
Highlights" in the Prospectus dated December 30, 1994 of the
Smith Barney Florida Municipals Fund.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
October 25, 1995
<PAGE>1
Independent Auditors' Consent
To the Shareholders and Board of Trustees
of the Smith Barney Muni Funds:
We consent to the use of our report dated May 15, 1995 with respect to the
Florida Portfolio incorporated herein by reference in the Prospectus and
included in this Registration Statement on Form N-14 for Smith Barney Muni
Funds and to the references to our firm under the headings "Financial
Statements and Experts" in the Prospectus/Proxy Statement and "Financial
Highlights" in the Prospectus incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
October 20, 1995
<PAGE>1
VOTE THIS VOTING INSTRUCTION CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
..............................................................................
..............................................................................
SMITH BARNEY FLORIDA MUNICIPALS FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned holder of shares of Smith Barney Florida Municipals Fund
("Florida Fund"), hereby appoints Heath B. McLendon, Christina T. Sydor and
Caren A. Cunningham attorneys and proxies for the undersigned with full powers
of substitution and revocation, to represent the undersigned and to vote on
behalf of the undersigned all shares of the Florida Fund that the undersigned
is entitled to vote at the Special Meeting of Shareholders of Florida Fund to
be held at the offices of Florida Fund, 388 Greenwich Street, 26th Floor, New
York, New York on November 14, 1995 at 2.00 p.m., and any adjournment or
adjournments thereof. The undersigned hereby acknowledges receipt of the
Notice of Special Meeting and Prospectus/Proxy Statement dated October 26,
1995 and hereby instructs said attorneys and proxies to vote said shares as
indicated herein. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the Special Meeting. A
majority of the proxies present and acting at the Special Meeting in person or
by substitute (or, if only one shall be so present, then that one) shall have
and may exercise all of the power and authority of said proxies hereunder.
The undersigned hereby revokes any proxy previously given.
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
Date: ________________________________________________
Note: Please sign exactly as your name appears on this
Proxy. If joint owners, EITHER may sign this Proxy. When
signing as attorney, executor, administrator, trustee,
guardian or corporate officer, please give your full
title.
________________________________________________
________________________________________________
Signature(s) (Title(s), if applicable)
<PAGE>2
VOTE THIS VOTING INSTRUCTION CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
..............................................................................
..............................................................................
Please indicate your vote by filling in the appropriate box below, using blue
or black ink or dark pencil. Do not use red ink [SYMBOL OF FILLED IN BOX].
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR APPROVAL OF THE PROPOSAL.
[ ] [ ] [ ]
1. To approve or disapprove the FOR AGAINST ABSTAIN
Agreement and Plan of Reorganization
dated as of October 23, 1995 providing for (i) the acquisition of all or
substantially all of the assets of Smith Barney Florida Municipals Fund
("Florida Fund") by Smith Barney Muni Funds -- Florida Portfolio ("Florida
Portfolio") in exchange for shares of Florida Portfolio and the assumption
by Smith Barney Muni Funds on behalf of Florida Portfolio of scheduled
liabilities of Florida Fund, (ii) the distribution to shareholders of
Florida Fund of such shares of Florida Portfolio in liquidation of Florida
Fund and (iii) the subsequent termination of Florida Fund.
