File No. 2-99861
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
POST-EFFECTIVE AMENDMENT NO. 35
to the
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
and
POST-EFFECTIVE AMENDMENT NO. 36
to the
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
SMITH BARNEY MUNI FUNDS
(Formerly, Smith Barney Muni Bond Funds)
(Exact name of Registrant as specified
in the Declaration of Trust)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices)
(212) 816-6474
(Registrant's telephone number)
Christina T. Sydor
388 Greenwich Street New York, New York 10013 (22nd floor)
(Name and address of agent for service)
To amend Part C
To Register Additional Securities under Reg. 270.24e-2
CALCULATION OF REGISTRATION FEE
Title of Share Proposed Proposed
securities Amount Maximum Maximum Amount of
being being offering aggregate registration
registered registered price per offering* fee
share
Limited Term 8,626,933 $6.75 $290,000 $100
Portfolio
Florida Limited Term 867,728 $6.84 $290,000 $100
Portfolio
The fee for the shares to be registered by this filing has been computed on the
basis of the market value per share in effect on March 14, 1996.
*Calculation of the proposed maximum offering price has been made pursuant to
Rule 24e-2.
During its fiscal year ended March 31, 1995, the fund redeemed 17,519,528 shares
of the Limited Term Portfolio. During its current fiscal year, the fund
used 8,935,558 shares of the Limited Term Portfolio it redeemed during its
fiscal year ended March 31, 1995, for a reduction pursuant to Rule 24f-2(c).
The fund currently is registering 8,626,933 shares for the Limited Term
Portfolio, which is equal to the remaining 8,583,970 shares redeemed
during its fiscal year ended March 31, 1995, plus 42,963 shares.
During its current fiscal year, the fund filed no other post-effective
amendments for the purpose of reduction pursuant to Rule 24e-2(a).
During its fiscal year ended March 31, 1995, the fund redeemed 2,269,062
shares of the Florida Limited Term Portfolio. During its current fiscal
year, the fund used 1,443,732 shares of the Florida Limited Term Portfolio it
redeemed during its fiscal year ended March 31, 1995, for a reduction
pursuant to Rule 24f-2(c).
The fund currently is registering 867,728 shares for the Florida Limited
Term Portfolio, which is equal to the remaining 825,330 shares redeemed
during its fiscal year ended March 31, 1995, plus 42,398 shares.
During its current fiscal year, the fund filed no other post-effective
amendments for the purpose of reduction pursuant to Rule 24e-2(a).
Rule 24f-2(a) (1) Declaration:
The shares of beneficial interest of Smith Barney Muni Funds previously
registered hereunder as an indefinite number of shares of beneficial
interest are classified as Florida Portfolio Shares, New Jersey Portfolio
Shares, Limited Term Portfolio Shares, National Portfolio Shares, California
Portfolio Shares, New York Portfolio Shares, California Money Market
Portfolio Shares, New York Money Market Portfolio Shares, California Limited
Term Portfolio Shares, Florida
Limited Term Portfolio Shares, Arizona Portfolio Shares, Connecticut Portfolio
Shares, Georgia Portfolio Shares, Massachusetts Portfolio Shares, Michigan
Portfolio Shares, Ohio Portfolio Shares, Pennsylvania Portfolio Shares, Texas
Portfolio Shares, Washington Portfolio Shares and New Jersey Money Market
Portfolio Shares.
Registrant filed its Rule 24f-2 Notice on May 26, 1995
for its most recent fiscal year ended March 31, 1995.
It is proposed that this Post-Effective Amendment will become effective
immediately upon filing pursuant to paragraph (b) of Rule 485.
CROSS REFERENCE SHEET
(as required by Rule 495(a),
Part A of Form N-1A Prospectus Caption
1. Cover Page cover page
2. Synopsis "Prospectus Table"
3. Condensed Financial Information "Financial Highlights"
4. General Description of Registrant "Additional Information"
cover page
"Investment Objective and
Policies"
5. Management of the Fund "Management of the Fund"
"Prospectus Summary"
6. Capital Stock and Other Securities "Additional Information"
"Redemption of Shares"
cover page
"Dividends, Distributions
and Taxes"
7. Purchase of Securities Being
Offered "Purchase of Shares"
"Prospectus Summary"
"Management of the Fund"
"Valuation of Shares"
8. Redemption or Repurchase "Redemption of Shares"
"Minimum Account Size"
9. Legal Proceedings not applicable
Statement of Additional
Part B of Form N-1A Information Caption
10. Cover Page cover page
11. Table of Contents "Table of Contents"
12. General Information and History not applicable
13. Investment Objectives and Policies cover page
"Additional Information Regarding
Investment Policies"
"Investment Restrictions"
See Prospectus-"Investment
Objective and Management Policies"
14. Management of the Registrant "Trustees and Officers"
15. Control Persons and Principal
Holders of Securities See Prospectus - "Additional
Information"
16. Investment Advisory and
Other Services See Prospectus - "Management
of the Fund"
"Trustees and Officers"
"Independent Auditors"
"Custodian"
17. Brokerage Allocation See Prospectus - "Management of
the Fund"
18. Capital Stock and Other Securities See Prospectus - "Additional
Information"
"Voting Rights"
"The Fund"
19. Purchase, Redemption and Pricing
of Securities Being Offered See Prospectus -
"Purchase of Shares"
"Prospectus Summary"
"Determination of Net Asset
Value"
See Prospectus - "Valuation of Shares"
"Financial Statements"
"Redemption of Shares"
20. Tax Status See Prospectus - "Dividends,
Distributions and Taxes"
21. Underwriters See Prospectus - "Management
of the Fund"
"Purchase of Shares"
22. Calculation of Performance Data "Performance Information"
See Prospectus - "Performance"
23. Financial Statements "Financial Statements"
Part C of Form N-1A
Information required to be included in Part C is set forth under the
appropriate item, so numbered in Part C of this Post-Effective Amendment
to the Registration Statement.
Parts A and B to Post-Effective Amendment No. 34, which were filed with the
Securities and Exchange Commission on behalf of the Registrant on July 31, 1995
are hereby incorporated by reference in their entirety.
PART C Other Information
Item 24. Financial Statements and Exhibits
(a) Financial Statements Location In:
Part A PartB
Annual Semi-
Annual
Report Report
Investment Portfolios -- * *
Statement of Assets and Liabilities -- * *
Statements of Operations -- * *
Statements of Changes in Net Assets -- * *
Notes to Financial Statements -- * *
Supplementary Information -- * *
* The Registrant's Annual Reports for the fiscal year ended March 31, 1995 and
the Reports of Independent Accountants dated May 8, 1995 and May 15, 1995 are
incorporated by reference to the N-30D filed on June 16, 1995 as Accession #
0000950109-95-2345.
The Registrant's Semi-Annual Reports for the period ended September 30, 1995
are incorporated by reference to the N-30D filed on January 9, 1996 as
Accession # 0000091155-96-8.
All other statements and schedules are omitted because they are not
applicable or the required information will be shown in the financial
statements or notes thereto.
(b) Exhibits
(1) (a) Restated Declaration of Trust dated as of April 23, 1986 is
incorporated herein by reference to Exhibit 1 to Pre-Effective
Amendment No. 1 to the Registration Statement No. 2-99861.
(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.
(2) Bylaws of the Trust are incorporated by reference to Exhibit 2 to
Pre-Effective Amendment No. 2.
(3) Not applicable.
(4) Not applicable.
(5) (a) Management Agreement between the National Portfolio & Mutual
Management Corp. is incorporated by reference to Exhibit 5(b) to Post-
Effective Amendment No. 18.
(b) Management Agreement between the Limited Term Portfolio and
Mutual Management Corp. is incorporated by reference to Exhibit 5(c) to
Post-Effective Amendment No. 18.
(c) Management Agreement between the California Portfolio and
Mutual Management Corp. is incorporated by reference to Exhibit 5(d) to
Post-Effective Amendment No. 18.
(d) Management Agreement between the New York Portfolio and Mutual
Management Corp. is incorporated by reference to Exhibit 5(e) to
Post-Effective Amendment No. 18.
(e) Management Agreement between the New Jersey Portfolio and
Mutual Management Corp. is incorporated by reference to Exhibit 5(g) to
Post-Effective Amendment No. 18.
(f) Management Agreement between the Florida Portfolio and Mutual
Management Corp. is incorporated by reference to Exhibit (5)(h) to
Post-Effective Amendment No. 16.
(g) Management Agreement between the California Limited Term
Portfolio and Mutual Management Corp. is incorporated by reference to
Exhibit 5(i) to Post-Effective Amendment No. 25.
(h) Management Agreement between the Florida Limited Term
Portfolio and Mutual Management Corp. is incorporated by reference to
Exhibit 5(j) to Post-Effective Amendment No. 25.
(i) Management Agreement between the Arizona Portfolio and Mutual
Management Corp. is incorporated by reference to Exhibit 5(k) to
Post-Effective Amendment No. 27.
(j) Management Agreement between the Connecticut Portfolio and
Mutual Management Corp. is incorporated by reference to Exhibit 5(l) to
Post-Effective Amendment No. 27.
(k) Management Agreement between the Georgia Portfolio and Mutual
Management Corp. is incorporated by reference to Exhibit 5(m) to
Post-Effective Amendment No. 27.
(l) Management Agreement between the Massachusetts Portfolio and
Mutual Management Corp. is incorporated by reference to Exhibit 5(n) to
Post-Effective Amendment No. 27.
(m) Management Agreement between the Michigan Portfolio and Mutual
Management Corp. is incorporated by reference to Exhibit 5(o) to
Post-Effective Amendment No. 27.
(n) Management Agreement between the Ohio Portfolio and Mutual
Management Corp. is incorporated by reference to Exhibit 5(p) to
Post-Effective Amendment No. 27.
(o) Management Agreement between the Pennsylvania Portfolio and
Mutual Management Corp. is incoporated by reference to Exhibit 5(q) to
Post-Effective Amendment No. 27.
(p) Management Agreement between the Texas Portfolio and Mutual
Management Corp. is incorporated by reference to Exhibit 5(r) to
Post-Effective Amendment No. 27.
(q) Management Agreement between the Washington Portfolio and
Mutual Management Corp. is incorporated by reference to Exhibit 5(s) to
Post-Effective Amendment No. 27.
(r) Management Agreement between the New Jersey Money Market
Portfolio and Mutual Management Corp. is incorporated by reference to
Exhibit 5(t) to Post-Effective Amendment No. 27.
(s) Form of Management Agreement between California Money Market
Portfolio (or New York Money Market Portfolio, as the case may be) and &
Mutual Management Corp. is incorporated by reference to Exhibit 5(s) to
Post-Effective Amendment No. 34.
(6) Distribution Agreement between Registrant and Smith Barney, Harris
Upham & Co. Incorporated is incorporated by reference to Exhibit 6 to
Post-Effective Amendment No. 7.
(7) Not applicable.
(8) Custodian Agreement between Registrant and Provident National Bank
is incorporated by reference to Exhibit 8 to Pre-Effective Amendment No. 1.
(9) Transfer Agency Agreement between Registrant and Provident
Financial Processing Corp. is incorporated by reference to Exhibit
9 to Post-Effective Amendment No. 12.
(10) Opinion of Gaston & Snow is incorporated by reference to Exhibit 10
to Pre-Effective Amendment No. 1.
(11) (i) Auditors' Report (See the Annual Report to Shareholders which
is incorporated by reference in the Statement of Additional
Information).
(ii) Auditors' Consent (Incorporated by
reference in the Post-Effective Amendment No. 34.)
(iii) Power of Attorney is incorporated by reference to Exhibit
11(iii) to Post-Effective Amendment No. 23
(12) Not applicable.
(13) Subscription Agreement between Registrant and Mutual Management
Corp. is incorporated by reference to Exhibit 13 to Pre-Effective
Amendment No. 1.
(14) Not applicable.
(15) (a) Plan of Distribution pursuant to Rule 12b-1 on behalf of the
California Money Market Portfolio is incorporated by reference
to Exhibit 15 to Post-Effective Amendment No. 21.
(b) Plan of Distribution pursuant to Rule 12b-1 on behalf of the
California Limited Term Portfolio is incorporated by reference
to Exhibit 15(b) to Post-Effective Amendment No. 25.
(c) Plan of Distribution pursuant to Rule 12b-1 on behalf of the
Florida Limited Term Portfolio is incorporated by reference to
Exhibit 15(c) to Post-Effective Amendment No. 25.
(d) Plan of Distribution pursuant to Rule 12b-1 on behalf of the
Arizona Portfolio is incorporated by reference to Exhibit
15(d) to Post-Effective Amendment No.27.
(e) Plan of Distribution pursuant to Rule 12b-1 on behalf of the
Connecticut Portfolio is incoporated by reference to Exhibit
15(e) to Post-Effective Amendment No. 27.
(f) Plan of Distribution pursuant to Rule 12b-1 on behalf of the
Georgia Portfolio is incorporated by reference to Exhibit
15(f) to Post-Effective Amendment No.27.
(g) Plan of Distribution pursuant to Rule 12b-1 on behalf of the
Massachusetts Portfolio is incorporated by reference to
Exhibit 15(g) to Post-Effective Amendment No. 27.
(h) Plan of Distribution pursuant to Rule 12b-1 on behalf of the
Michigan Portfolio is incorporated by reference to Exhibit
15(h) to Post-Effective Amendment No. 27.
(i) Plan of Distribution pursuant to Rule 12b-1 on behalf of the
Ohio Portfolio is incorporated by reference to Exhibit 15(i)
to Post-Effective Amendment No. 27.
(j) Plan of Distribution pursuant to Rule 12b-1 on behalf of the
Pennsylvania Portfolio is incorporated by reference to Exhibit
15(j) to Post-Effective Amendment No. 27.
(k) Plan of Distribution pursuant to Rule 12b-1 on behalf of the
Texas Portfolio is incorporated by reference to Exhibit 15(k)
to Post-Effective Amendment No. 27.
(l) Plan of Distribution pursuant to Rule 12b-1 on behalf of the
Washington Portfolio is incorporated by reference to Exhibit
15(l) to Post-Effective Amendment No. 27.
(m) Plan of Distribution pursuant to Rule 12b-1 on behalf of the
New Jersey Money Market Portfolio is incorporated by reference
to Exhibit 15(m) to Post-Effective Amendment No. 27.
(n) Form of Plan of Distribution pursuant to Rule 12b-1 on behalf
of Class A shares of each Portfolio, except the California Money Market and the
New York Money Market Portfoliois incorporated by reference to Exhibit 15(n)
to Post-Effective Amendment No. 34.
(16) Schedule of Computation of Performance Quotations is incorporated
by reference to Exhibit 16 to Post-Effective Amendment No. 5.
(18) Plan pursuant to Rule 18f-3 filed herewith.
Item 25. Persons Controlled by or under Common Control with Registrant
The Registrant is not controlled directly or indirectly by any person.
Information with respect to the Registrant's investment manager is set
forth under the caption "Management of the Fund" in the prospectus
included in Part A of this Post-Effective Amendment on Form N-1A.
Item 26. Number of Holders of Securities Number of Recordholders on
Title of Class March 15, 1996
National Portfolio 8,899
New Jersey Portfolioio 1,651
New York Portfolio 2,605
California Portfolio 2,681
Limited Term Portfolio 5,032
California Money Market Portfolio 28,387
Florida Portfolio 2,123
New York Money Market Portfolio 26,084
California Limited Term Portfolio 170
Florida Limited Term Portfolio 292
Arizona Portfolio 0
Connecticut Portfolio 0
Georgia Portfolio 357
Massachusetts Portfolio 0
Michigan Portfolio 0
Ohio Portfolio 235
Pennsylvania Portfolio 544
Texas Portfolio 0
Washington Portfolio 0
New Jersey Money Market Portfolio 0
Item 27. Indemnification
Reference is made to ARTICLE V of Registrant's Declaration of Trust for
a complete statement of its terms. Section 5.2 of ARTICLE V provides:
"No Trustee, officer, employee or agent of the Trust shall be liable to
the Trust, its Shareholders, or to any Shareholder, Trustee, officer,
employee or agent thereof for any action or failure to act (including
without limitation the failure to compel in any way any former or acting
Trustee to redress any breach of trust) except for his own bad faith,
willful misfeasance, gross negligence or reckless disregard of his or
its duties." Emphasis added.
Item 28. Business and other Connections of Investment Adviser
See the material under the caption "Management of the Fund"
included in Part A (Prospectus) of this Registration Statement
and the material appearing under the caption "Management
Agreement" included in Part B (Statement of Additional
Information) of this Registration Statement.
Information as to the Directors and Officers of Smith Barney
Mutual Funds Management Inc. is included in its Form ADV (File
No. 801-8314), filed with the Commission, which is incorporated
herein by reference thereto.
Item 29. Principal Underwriters
(a) Smith Barney Inc. ("Smith Barney ") also acts
as principal underwriter for Smith Barney Money
Funds, Inc.; Smith Barney Muni Funds; Smith Barney
Funds, Inc., Smith Barney Variable Account Funds;
Smith Barney Intermediate Municipal Fund, Inc.,
Smith Barney Municipal Fund, Inc., High Income
Opportunity Fund Inc., Smith Barney/Travelers
Series Fund Inc., Smith Barney World Funds, Inc.,
Greenwich Street California Municipal Fund Inc.,
The Inefficient-Market Fund, Inc., Smith Barney
Adjustable Rate Government Income Fund, Smith
Barney Equity Funds, Smith Barney Income Funds,
Smith Barney Massachusetts Municipals Fund, Zenix
Income Fund Inc., Smith Barney Arizona Municipals
Fund Inc., Smith Barney Principal Return Fund,
Municipal High Income Fund Inc., The Trust for TRAK
Investments, Smith Barney Series Fund, Smith Barney
Income Trust, Smith Barney Oregon Municipals Fund
Inc., Smith Barney Municipal Money Market
Fund,Inc., Smith Barney Aggressive Growth Fund
Inc., Smith Barney Appreciation Fund Inc., Smith
Barney California Municipals Fund Inc., Smith
Barney Fundamental Value Fund Inc., Smith Barney
Managed Governments Fund Inc., Smith Barney Managed
Municipals Fund Inc., Smith Barney New Jersey
Municipals Fund Inc., Smith Barney Natural
Resources Fund Inc., Smith Barney Investment Funds
Inc., Smith Barney FMA (R) Trust, The Italy Fund
Inc., Smith Barney Telecommunications Trust,
Managed Municipals Portfolio Inc., Managed
Municipals Portfolio II Inc., Smith Barney Concert
Series Inc.,Managed High Income Portfolio Inc. and
Greenwich Street Municipal Fund Inc.; USA High
Yield Fund N.V.; Smith Barney International
Funds(Luxemburg); Smith Barney Worldwide Securities
Limited (Bermuda); Smith Barney Worldwide
Special Fund N.V. (Netherlands, Antilles); Global Horizons
Investment Series (Cayman Islands).
Smith Barney, the distributor of Registrant's shares, is a
wholly owned subsidiary of Travelers Group Inc.
(b) The information required by this Item 29 with
respect to each director and officer of Smith Barney
is incorporated by reference to Schedule A of Form BD
filed by Smith Barney pursuant to the Securities
Exchange Act of 1934 (SEC File No. 8-8177).
(c) Not applicable
Item 30. Location of Accounts and Records
PNC Bank, National Association, 17th and Chestnut Streets, Philadelphia,
Pennsylvania 19103, and First Data Investor Services Group Inc., One
Exchange Place, Boston, Massachusetts 02109, will maintain the custodian
and the shareholders servicing agent records, respectively required by
Section 31(a).
All other records required by Section 31(a) are maintained at the
offices of the Registrant at 388 Greenwich Street, New York, New York
10013 (and preserved for the periods specified by Rule 31a-2).
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) Not applicable.
(b) Registrant undertakes, if requested to do so by the holders of at
least 10% of Registrant's outstanding shares, to call a meeting of
shareholders for the purpose of voting upon the question of removal of a
Trustee or Trustees and to assist in communications with other
shareholders as required by Section 16(c).
(c) Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of Registrant's latest report to shareholders,
upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485 (b) under the Securities Act of
1933 and has duly caused this Post-Effective Amendment to its
Registration Statement to be signed on its behalf by the undersigned and
where applicable, the true and lawful attorney-in-fact, thereto duly authorized,
SMITH BARNEY MUNI FUNDS
By/s/ Heath B. McLendon
Heath B. McLendon, Chief Executive Officer
and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated.
Signature Title Date
/s/ Heath B. McLendon Chief Executive Officer March 28, 1996
(Heath B. McLendon) (Principal Executive Officer)
and Trustee
/s/ Jessica M. Bibliowicz President and Trustee March 28, 1996
(Jessica M. Bibliowicz)
Joseph H. Fleiss* Trustee
(Joseph H. Fleiss)
Donald R. Foley* Trustee
(Donald R. Foley)
Trustee
(Paul Hardin III)
Francis P. Martin* Trustee
(Francis P. Martin)
Roderick C. Rasmussen* Trustee
(Roderick C. Rasmussen)
John P. Toolan* Trustee
(John P. Toolan)
C. Richard Youngdahl* Trustee
(C. Richard Youngdahl)
/s/ Lewis E. Daidone Senior Vice President March 28, 1996
(Lewis E. Daidone) and Treasurer (Principal Financial
and Accounting Officer)
*By: /s/ Christina T. Sydor
Christina T. Sydor
Pursuant to Power of Attorney March 28, 1996
EXHIBIT INDEX
Exhibit No. Exhibit Page No.
18 Rule 18f-3 Plan
EXHIBIT 18
Rule 18f-3 (d) Multiple Class Plan
for Smith Barney Mutual Funds
Introduction
This plan (the "Plan") is adopted pursuant to Rule 18f-3 (d) of
the Investment Company Act of 1940, as amended (the "1940 Act").
The purpose of the Plan is to restate the existing arrangements
previously approved by the Boards of Directors and Trustees of
certain of the open-end investment companies set forth on
Schedule A (the "Funds" and each a "Fund") distributed by Smith
Barney Inc. ("Smith Barney") under the Funds' existing order of
exemption (Investment Company Act Release Nos. 20042 (January 28,
1994) (notice) and 20090 (February 23, 1994)). Shares of the
Funds are distributed pursuant to a system (the "Multiple Class
System") in which each class of shares (a "Class") of a Fund
represents a pro rata interest in the same portfolio of
investments of the Fund and differs only to the extent outlined
below.
I. Distribution Arrangements and Service Fees
One or more Classes of shares of the Funds are offered for
purchase by investors with the following sales load structure.
In addition, pursuant to Rule 12b-1 under the 1940 Act (the
"Rule"), the Funds have each adopted a plan (the "Services and
Distribution Plan") under which shares of the Classes are subject
to the services and distribution fees described below.
1. Class A Shares
Class A shares are offered with a front-end sales load and under
the Services and Distribution Plan are subject to a service fee
of up to 0.25% of average daily net assets. In addition, the
Funds are permitted to asses a contingent deferred sales charge
("CDSC") on certain redemptions of Class A shares sold pursuant
to a complete waiver of front-end sales loads applicable to large
purchases, if the shares are redeemed within one year of the date
of purchase. This waiver applies to sales of Class A shares
where the amount of purchase is equal to or exceeds $500,000
although this amount may be changed in the future.
2. Class B Shares
Class B shares are offered without a front-end sales load, but
are subject to a five-year declining CDSC and under the Services
and Distribution Plan are subject to a service fee at an annual
rate of up to 0.25% of average daily net assets and a
distribution fee at an annual rate of up to 0.75% of average
daily net assets.
3. Class C Shares
Class C shares are offered without a front-end load, but are
subject to a one-year CDSC and under the Services and
Distribution Plan are subject to a service fee at an annual rate
of up to 0.25% of average daily net assets and a distribution fee
at an annual rate of up to 0.75% of average daily net assets.
Unlike Class B shares, Class C shares do not have the conversion
feature as discussed below and accordingly, these shares are
subject to a distribution fee for an indefinite period of time.
The Funds reserve the right to impose these fees at such higher
rates as may be determined.
4. Class Y Shares
Class Y shares are offered without impositions of either a sales
charge or a service or distribution fee for investments where the
amount of purchase is equal to or exceeds $5 million.
5. Class Z Shares
Class Z shares are offered without imposition of either a sales
charge or a service or distribution fee for purchase (i) by
employee benefit and retirement plans of Smith Barney and its
affiliates, (ii) by certain unit investment trusts sponsored by
Smith Barney and its affiliates, and (iii) although not currently
authorized by the governing boards of the Funds, when and if
authorized, (x) by employees of Smith Barney and its affiliates
and (y) by directors, general partners or trustees of any
investment company for which Smith Barney serves as a distributor
and, for each of (x) and (y), their spouses and minor children.
6. Additional Classes of Shares
The Boards of Directors and Trustees of the Funds have the
authority to create additional classes, or change existing
Classes, from time to time, in accordance with Rule 18f-3 of the
1940 Act.
II. Expense Allocations
Under the Multiple Class System, all expenses incurred by a Fund
are allocated among the various Classes of shares based on the
net assets of the Fund attributable to each Class, except that
each Class's net assets value and expenses reflect the expenses
associated with that Class under the Fund's Services and
Distribution Plan, including any costs associated with obtaining
shareholder approval of the Services and Distribution Plan (or an
amendment thereto) and any expenses specific to that Class. Such
expenses are limited to the following:
(I) transfer agency fees as identified by the transfer
agent as being attributable to a specific Class;
(ii) printing and postage expenses related to preparing and
distributing materials such as shareholder reports,
prospectuses and proxies to current shareholders;
(iii) Blue Sky registration fees incurred by a Class of
shares;
(iv) Securities and Exchange Commission registration fees
incurred by a Class of shares;
(v) the expense of administrative personnel and services as
required to support the shareholders of a specific Class;
(vi) litigation or other legal expenses relating solely to
one Class of shares; and
(vii) fees of members of the governing boards of the funds
incurred as a result of issues relating to one Class of
shares.
Pursuant to the Multiple Class System, expenses of a Fund
allocated to a particular Class of shares of that Fund are borne
on a pro rata basis by each outstanding share of that Class.
III. Conversion Rights of Class B Shares
All Class B shares of each Fund will automatically convert to
Class A shares after a certain holding period, expected to be, in
most cases, approximately eight years but may be shorter. Upon
the expiration of the holding period, Class B shares (except
those purchases through the reinvestment of dividends and other
distributions paid in respect of Class B shares) will
automatically convert to Class A shares of the Fund at the
relative net asset value of each of the Classes, and will, as a
result, thereafter be subject to the lower fee under the Services
and Distribution Plan. For purposes of calculating the holding
period required for conversion, newly created Class B shares
issued after the date of implementation of the Multiple Class
System are deemed to have been issued on (i) the date on which
the issuance of the Class B shares occurred or (ii) for Class B
shares obtained through an exchange, or a series of exchanges,
the date on which the issuance of the original Class B shares
occurred.
Shares purchased through the reinvestment of dividends and other
distributions paid in respect of Class B shares are also Class B
shares. However, for purposes of conversion to Class A, all
Class B shares in a shareholder's Fund account that were
purchased through the reinvestment of dividends and other
distributions paid in respect of Class B shares (and that have
not converted to Class A shares as provided in the following
sentence) are considered to be held in a separate sub-account.
Each time any Class B shares in the shareholder's Fund account
(other than those in the sub-account referred to in the preceding
sentence) convert to Class A, a pro rata portion of the Class B
shares then in the sub-account also converts to Class A. The
portion is determined by the ratio that the shareholder's Class B
shares converting to Class A bears to the shareholder's total
Class B shares not acquired through dividends and distributions.
The conversion of Class B shares to Class A shares is subject to
the continuing availability of a ruling of the Internal Revenue
Service that payment of different dividends on Class A and Class
B shares does not result in the Fund's dividends or distributions
constituting "preferential dividends" under the Internal Revenue
Code of 1986, as amended (the "Code"), and the continuing
availability of an opinion of counsel to the effect that the
conversion of shares does not constitute a taxable event under
the Code. The conversion of Class B shares to Class A shares may
be suspended if this opinion is no longer available, In the
event that conversion of Class B shares of not occur, Class B
shares would continue to be subject to the distribution fee and
any incrementally higher transfer agency costs attending the
Class B shares for an indefinite period.
IV. Exchange Privileges
Shareholders of a Fund may exchange their shares at net asset
value for shares of the same Class in certain other of the Smith
Barney Mutual Funds as set forth in the prospectus for such Fund.
Class A shareholders who wish to exchange all or part of their
shares for Class A shares of a Fund sold subject to a sales
charge equal to or lower that that assessed with respect to the
shares of the Fund being exchanged may do so without paying a
sales charge. Class A shareholders of a Fund who wish to
exchange all or part of their shares for Class A shares of a Fund
sold subject to a sales charge higher than that assessed with
respect to the shares of the Fund being exchanged are charged the
appropriate "sales charge differential." Funds only permit
exchanges into shares of money market funds having a plan under
the Rule if, as permitted by paragraph (b) (5) of Rule 11a-3
under the 1940 Act, either (i) the time period during which the
shares of the money market funds are held is included in the
calculations of the CDSC or (ii) the time period is not included
but the amount of the CDSC is reduced by the amount of any
payments made under a plan adopted pursuant to the Rule by the
money market funds with respects to those shares. Currently, the
Funds include the time period during which shares of the money
market fund are held in the CDSC period. The exchange privileges
applicable to all Classes of shares must comply with Rule 11a-3
under the 1940 Act.
Smith Barney Sponsored Investment Companies
Operating under Rule 18f-3 - Schedule A
(as of February 28, 1996)
Smith Barney Adjustable Rate Government Income Fund
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Arizona Municipals Fund Inc.
Smith Barney California Municipals Fund
Smith Barney Equity Funds -
Smith Barney Strategic Investors Fund
Smith Barney Growth and Income Fund
Smith Barney Fundamental Value Fund Inc.
Smith Barney Funds, Inc. -
Equity Income Portfolio
Income Return Account Portfolio
Short-Term U.S. Treasury Securities Portfolio
U.S. Government Securities Portfolio
Smith Barney Income Funds -
Smith Barney Premium Total Return Fund
Smith Barney Convertible Fund
Smith Barney Diversified Strategic Income Fund
Smith Barney High Income Fund
Smith Barney Tax-Exempt Income Fund
Smith Barney Exchange Reserve Fund
Smith Barney Utilities Fund
Smith Barney Income Trust -
Smith Barney Limited Maturity Municipals Fund
Smith Barney Limited Maturity Treasury Fund
Smith Barney Intermediate Maturity
California Municipals Fund
Smith Barney Intermediate Maturity
New York Municipals Fund
Smith Barney Investment Funds Inc. -
Smith Barney Special Equities Fund
Smith Barney Government Securities Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Growth Opportunity Fund
Smith Barney Managed Growth Fund
Smith Barney Institutional Cash Management Fund Inc.
Smith Barney Managed Governments Fund Inc.
Smith Barney Managed Municipals Fund Inc.
Smith Barney Massachusetts Municipals Fund
Smith Barney Money Funds, Inc. -
Cash Portfolio
Government Portfolio
Retirement Portfolio
Smith Barney Municipal Money Market Fund, Inc.
Smith Barney Muni Funds -
California Money Market Portfolio
Florida Portfolio
Florida Limited Portfolio
Georgia Portfolio
Limited Term Portfolio
National Portfolio
New York Portfolio
New York Money Market Portfolio
Ohio Portfolio
Pennsylvania Portfolio
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney Oregon Municipals Fund
Smith Barney Precious Metals and Minerals Fund Inc.
Smith Barney Telecommunications Trust -
Smith Barney Telecommunications Growth Fund
Smith Barney Telecommunications Income Fund
Smith Barney World Funds, Inc. -
Emerging Markets Portfolio
International Equity Portfolio
International Balanced Portfolio
European Portfolio
Pacific Portfolio
Global Government Bond Portfolio
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