May 26, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for the Smith Barney Muni Funds
File No. 2-99861
Dear Sirs:
Enclosed for filing pursuant to Rule 24f-2 on behalf of the Smith
Barney Muni Funds are the following:
1. five copies of the Rule 24f-2 Notice (the "Notice"),
one of which has been manually signed;
2. Pursuant to Rule 24(f)-2(c), a registration fee has
been wired in the amounts of $19,647.21 and $467,880.11 totaling
$487,527.32 under the Fund's CIK 0000775370 and;
3. the Opinion of Counsel indicating that the number of
securities made definite by the enclosed Notice are validly
issued, fully paid and nonassessable.
Please date-stamp and return the duplicate copy of this letter in
the enclosed self-addressed postage-paid envelope.
Very truly yours,
Thomas M. Reynolds
Controller
enc.
cc: L. Daidone - Smith Barney
C. Sydor - Smith Barney
RULE 24f-2 NOTICE FOR SMITH BARNEY MUNI FUNDS
Registration No. 2-99861
For the Fiscal Year Ended March 31, 1995
The Smith Barney Muni Funds, an open-end management investment
company registered under the Investment Company Act of 1940,
having filed its initial declaration pursuant to Rule 24f-2 of
said Act on the cover page of its Registration Statement, which
was declared effective July 29, 1986, to register an indefinite
number of Shares of Beneficial Interest, hereby files pursuant to
paragraph (b) of Rule 24f-2, the following notice:
(1) No shares remained unsold at the beginning of the
fiscal year which has been registered under the Securities Act of
1933 other than pursuant to Rule 24f-2;
(2) No shares were registered during the fiscal year other
than pursuant to Rule 24f-2;
(3) 2,570,870 shares of the California Portfolio class,
2,308,667 shares of the Florida Portfolio class, 7,517,621 shares
of the Limited Term Portfolio class, 8,531,413 shares of the
National Portfolio class, 853,536 shares of the New Jersey
Portfolio class, 2,735,299 shares of the New York Portfolio
class, 3,166,390,777 shares of the California Money Market
Portfolio class, 2,032,620,638 shares of the New York Money
Market Portfolio class, 1,364,050 shares of the Florida Limited
Term Portfolio class, 161,953 shares of the California Limited
Term Portfolio class, 1,177,131 shares of the Georgia Portfolio
class, 506,093 shares of the Ohio Portfolio class and 2,032,139
shares of the Pennsylvania Portfolio class were sold during the
fiscal year;
(4) (a)2,570,870 shares of the California Portfolio class,
(b)2,308,667 shares of the Florida Portfolio class, (c)7,517,621 shares
of the Limited Term Portfolio class, (d)8,531,413 shares of the
National Portfolio class, (e)853,536 shares of the New Jersey
Portfolio class, (f)2,735,299 shares of the New York Portfolio
class, (g)3,166,390,777 shares of the California Money Market
Portfolio class, (h)2,032,620,638 shares of the New York Money
Market Portfolio class, (i)1,364,050 shares of the Florida Limited
Term Portfolio class, (j)161,953 shares of the California Limited
Term Portfolio class, (k)1,177,131 shares of the Georgia Portfolio
class, (l)506,093 shares of the Ohio Portfolio class and (m)2,032,139
shares of the Pennsylvania Portfolio class were sold during the
fiscal year pursuant to the Rule 24f-2 indefinite registration
procedure.
* Calculation of Registration Fee:
(4.a) The actual aggregate sales price for which such
securities were sold was $30,935,315. During the fiscal
year ended March 31, 1995 the actual aggregate redemption price
of securities of the same class redeemed by the Registrant was
$41,508,956. No portion of such redemption price has been
applied by the Registrant pursuant to Rule 24e-2(a) in a
filing made pursuant to Section 24(e) (1) of the Investment
Company Act of 1940, as amended. Pursuant to Rule 24f-2(c), the
registration fee with respect to the securities sold is
calculated as follows: $30,935,315 - $41,508,956 = (10,573,641) /
2900 = $0.
(4.b) The actual aggregate sales price for which such
securities were sold was $28,599,984. During the fiscal
year ended March 31, 1995 the actual aggregate redemption price
of securities of the same class redeemed by the Registrant was
$29,493,648. No portion of such redemption price has been
applied by the Registrant pursuant to Rule 24e-2(a) in a
filing made pursuant to Section 24(e) (1) of the Investment
Company Act of 1940, as amended. Pursuant to Rule 24f-2(c), the
registration fee with respect to the securities sold is
calculated as follows: $28,599,984 - $29,493,648 = (893,664) /
2900 = $0.
(4.c) The actual aggregate sales price for which such
securities were sold was $48,752,624. During the fiscal
year ended March 31, 1995 the actual aggregate redemption price
of securities of the same class redeemed by the Registrant was
$113,025,019. No portion of such redemption price has been
applied by the Registrant pursuant to Rule 24e-2(a) in a
filing made pursuant to Section 24(e) (1) of the Investment
Company Act of 1940, as amended. Pursuant to Rule 24f-2(c), the
registration fee with respect to the securities sold is
calculated as follows: $48,752,624 - $113,025,019= (64,272,395) /
2900 = $0.
(4.d) The actual aggregate sales price for which such
securities were sold was $110,670,640. During the fiscal
year ended March 31, 1995 the actual aggregate redemption
price of securities of the same class redeemed by the Registrant
was $136,182,090. No portion of such redemption price has
been applied by the Registrant pursuant to Rule 24e-2(a) in a
filing made pursuant to Section 24(e) (1) of the Investment
Company Act of 1940, as amended. Pursuant to Rule 24f-2(c), the
registration fee with respect to the securities sold is
calculated as follows: $110,670,640 - $136,182,090=
(25,511,450) / 2900 = $0.
(4.e) The actual aggregate sales price for which such
securities were sold was $11,016,066. During the fiscal
year ended March 31, 1995 the actual aggregate redemption price
of securities of the same class redeemed by the Registrant was
$22,333,035. No portion of such redemption price has been
applied by the Registrant pursuant to Rule 24e-2(a) in a
filing made pursuant to Section 24(e) (1) of the Investment
Company Act of 1940, as amended. Pursuant to Rule 24f-2(c), the
registration fee with respect to the securities sold is
calculated as follows: $11,016,066 - $22,333,035 = (11,316,969) /
2900 = $0.
(4.f) The actual aggregate sales price for which such
securities were sold was $34,216,422. During the fiscal
year ended March 31, 1995 the actual aggregate redemption price
of securities of the same class redeemed by the Registrant was
$22,088,943. No portion of such redemption price has been
applied by the Registrant pursuant to Rule 24e-2(a) in a
filing made pursuant to Section 24(e) (1) of the Investment
Company Act of 1940, as amended. Pursuant to Rule 24f-2(c), the
registration fee with respect to the securities sold is
calculated as follows: $34,216,422 - $22,088,943 = $12,127,479 /
2900 = $4,181.89.
(4.g) The actual aggregate sales price for which such
securities were sold was $3,166,390,777. During the fiscal
year ended March 31, 1995 the actual aggregate redemption
price of securities of the same class redeemed by the Registrant
was $2,415,119,839. No portion of such redemption price
has been applied by the Registrant pursuant to Rule 24e-2(a)
in a filing made pursuant to Section 24(e) (1) of the Investment
Company Act of 1940, as amended. Pursuant to Rule 24f-2(c), the
registration fee with respect to the securities sold is
calculated as follows: $3,166,390,777 - $2,415,119,839 - =
$751,270,938 / 2900 = $259,058.94.
(4.h) The actual aggregate sales price for which such
securities were sold was $2,032,620,638. During the fiscal
year ended March 31, 1995 the actual aggregate redemption
price of securities of the same class redeemed by the Registrant
was $1,414,406,279. No portion of such redemption price
has been applied by the Registrant pursuant to Rule 24e-2(a)
in a filing made pursuant to Section 24(e) (1) of the Investment
Company Act of 1940, as amended. Pursuant to Rule 24f-2(c), the
registration fee with respect to the securities sold is
calculated as follows: $2,032,620,638 - $1,414,406,279 =
$618,214,359 / 2900 = $213,177.37.
(4.i) The actual aggregate sales price for which such
securities were sold was $8,700,699. During the fiscal year
ended March 31, 1995 the actual aggregate redemption price of
securities of the same class redeemed by the Registrant was
$14,454,248. No portion of such redemption price has been
applied by the Registrant pursuant to Rule 24e-2(a) in a
filing made pursuant to Section 24(e) (1) of the Investment
Company Act of 1940, as amended. Pursuant to Rule 24f-2(c), the
registration fee with respect to the securities sold is
calculated as follows: $8,700,699 - $14,454,248 = (5,753,549) /
2900 = $0.
(4.j) The actual aggregate sales price for which such
securities were sold was $1,026,856. During the fiscal year
ended March 31, 1995 the actual aggregate redemption price of
securities of the same class redeemed by the Registrant was
$4,531,777. No portion of such redemption price has been
applied by the Registrant pursuant to Rule 24e-2(a) in a
filing made pursuant to Section 24(e) (1) of the Investment
Company Act of 1940, as amended. Pursuant to Rule 24f-2(c), the
registration fee with respect to the securities sold is
calculated as follows: $1,026,856 - $4,531,777 = (3,504,921) /
2900 = $0.
(4.k) The actual aggregate sales price for which such
securities were sold was $13,961,785. During the fiscal
year ended March 31, 1995 the actual aggregate redemption price
of securities of the same class redeemed by the Registrant was
$2,204,783. No portion of such redemption price has been
applied by the Registrant pursuant to Rule 24e-2(a) in a
filing made pursuant to Section 24(e) (1) of the Investment
Company Act of 1940, as amended. Pursuant to Rule 24f-2(c), the
registration fee with respect to the securities sold is
calculated as follows: $13,961,785 - $2,204,783 = $11,757,002 /
2900 = $4,054.14.
(4.l) The actual aggregate sales price for which such
securities were sold was $5,899,431. During the fiscal year
ended March 31, 1995 the actual aggregate redemption price of
securities of the same class redeemed by the Registrant was
$774,217. No portion of such redemption price has been
applied by the Registrant pursuant to Rule 24e-2(a) in a
filing made pursuant to Section 24(e) (1) of the Investment
Company Act of 1940, as amended. Pursuant to Rule 24f-2(c), the
registration fee with respect to the securities sold is
calculated as follows: $5,899,431 - $774,217 = $5,125,214 /
2900 = $1,767.32.
(4.m) The actual aggregate sales price for which such
securities were sold was $20,652,501. During the fiscal
year ended March 31, 1995 the actual aggregate redemption price
of securities of the same class redeemed by the Registrant was
$5,318,266. No portion of such redemption price has been
applied by the Registrant pursuant to Rule 24e-2(a) in a
filing made pursuant to Section 24(e) (1) of the Investment
Company Act of 1940, as amended. Pursuant to Rule 24f-2(c), the
registration fee with respect to the securities sold is
calculated as follows: $20,652,501 - $5,318,266 = $15,334,235 /
2900 = $5,287.67.
May 22, 1995
Smith Barney Muni Funds
388 Greenwich Street
New York, New York 10013
Dear Sirs:
In connection with the proposed filing of a notice pursuant to
Rule 24f-2 under the Investment Company Act of 1940 with respect
to 5,228,770,187 shares (the "Shares") of beneficial interest,
par value $0.001 per share of Smith Barney Muni Funds, a
Massachusetts business trust (the "Trust"), comprised of
2,570,870 shares of the California Portfolio class, 2,308,667
shares of the Florida Portfolio class, 7,517,621 shares of the
Limited Term Portfolio class, 8,531,413 shares of the National
Portfolio class, 853,536 shares of the New Jersey Portfolio
class, 2,735,299 shares of the New York Portfolio class,
3,166,390,777 shares of the California Money Market Portfolio
class, 2,032,620,638 shares of the New York Money Market
Portfolio class, 1,364,050 shares of the Florida Limited Term
Portfolio class, 161,953 shares of the California Limited Term
Portfolio class, 1,177,131 shares of the Georgia Portfolio class,
506,093 shares of the Ohio Portfolio class and 2,032,139 shares
of the Pennsylvania Portfolio class, I, as general counsel to
Smith Barney Mutual Funds Management, Inc., the Trusts
investment manager, have examined such Trust records,
certificates and other documents, and such questions of law, as I
have considered necessary or appropriate for the purposes of this
opinion.
Upon the basis of such examination, I advise you that, in my
opinion, the Shares were validly issued, fully paid and
nonassessable by the Trust.
Also, I have relied as to certain matters on information from
public officials, officers of the Trust and other sources
believed by me to be responsible.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the Trust's
notice referred to above. In giving such consent, I do not
thereby admit that I am in the category of persons whose consent
is required under Section 7 of the Securities Act of 1933.
Very truly yours,
Christina T. Sydor
