As filed with the Securities and Exchange Commission on September
9, 1999
Registration Nos. 002-99861
811-04395
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
POST-EFFECTIVE AMENDMENT NO. 44
to the
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
and
POST-EFFECTIVE AMENDMENT NO. 45
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)
Approximate Date of Proposed Public Offering: Continuous
It is proposed that this filing will become effective:
[ ] immediately upon filing pursuant to paragraph (b)
[ X ] on September 9, 1999 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective
date for a previously filed post-effective
amendment.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages and
documents:
Front Cover
Contents Page
Part A - Prospectus
Part B - Statement of Additional Information
Part C - Other Information
Signature Page
Exhibits
PART A
<PAGE>
---------------------------
[Logo]
Smith Barney Mutual Funds
---------------------------
Prospectus Massachusetts
Money Market
Portfolio
Class A and Y Shares
- ------------------------------------------------------------------------------
September 9, 1999
The Securities and Exchange Commission has not approved or disapproved these
securities or determined whether this prospectus is accurate or complete. Any
statement to the contrary is a crime.
<PAGE>
Massachusetts Money Market Portfolio
Contents
<TABLE>
<S> <C>
Investments, risks and expenses............................................. 2
More on the fund's investments.............................................. 5
Management.................................................................. 6
Choosing a class of shares to buy........................................... 7
Salomon Smith Barney brokerage accounts..................................... 8
Letter of intent: Class Y shares............................................ 8
Deferred sales charges...................................................... 9
Buying shares............................................................... 10
Exchanging shares........................................................... 11
Redeeming shares............................................................ 13
Other things to know about share transactions............................... 15
Dividends, distributions and taxes.......................................... 17
Share price................................................................. 18
</TABLE> You should know: An investment in the fund is not a bank deposit and
is not insured or guaranteed by the FDIC or any other government agency. There
is no assurance that the fund will be able to maintain a stable net asset
value of $1.00 per share.
Smith Barney Mutual Funds
1
<PAGE>
Investments, risks and expenses
Investment objective
The fund seeks to provide income exempt from both federal income taxes and Mas-
sachusetts personal income taxes.
Principal investment strategies
Key investments The fund invests at least 80% of its assets in short-term high
quality Massachusetts municipal securities. These include securities issued by
the Commonwealth of Massachusetts and certain other municipal issuers, politi-
cal subdivisions, agencies and public authorities that pay interest which is
exempt from Massachusetts state personal income taxes. All of the securities in
which the fund invests are rated in one of the two highest short-term rating
categories, or if unrated, of equivalent quality. All of these securities have
remaining maturities of 397 days or less. The fund maintains a dollar-weighted
average portfolio maturity of 90 days or less.
Selection process The manager selects securities primarily by identifying
undervalued sectors and individual securities. The manager only selects securi-
ties of issuers which it believes present minimal credit risk. In selecting
individual securities, the manager:
.Uses fundamental credit analysis to estimate the relative value and attrac-
tiveness of various securities and sectors
.May trade between general obligation and revenue bonds and among various reve-
nue bond sectors, such as housing, hospital and industrial development, based
on their apparent relative values
.Measures the potential impact of supply/demand imbalances for fixed versus
variable rate securities
.Considers the yields available for securities with different maturities and a
security's maturity in light of the outlook for interest rates to identify
individual securities that offer return advantages at similar risk levels
Massachusetts Money Market Portfolio
2
<PAGE>
Principal risks of investing in the fund
Although the fund seeks to preserve the value of your investment at $1 per
share, it is possible to lose money by investing in the fund, or the fund could
underperform other municipal short-term debt instruments or money market funds,
if:
.Interest rates rise, causing the value of the fund's portfolio to decline
.The issuer of a security owned by the fund defaults on its obligation to pay
principal and/or interest or the security's credit rating is downgraded
.Massachusetts municipal securities fall out of favor with investors. The fund
will suffer more than a national municipal fund from adverse events affecting
Massachusetts municipal issuers
.Unfavorable legislation affects the tax-exempt status of municipal securities
.The manager's judgment about the attractiveness, value, income potential or
credit quality of a particular security proves to be incorrect
It is possible that some of the fund's income distributions may be, and distri-
butions of the fund's gains generally will be, subject to federal and Massachu-
setts state personal taxation. The fund may realize taxable gains on the sale
of its securities. Some of the fund's income may be subject to the federal
alternative minimum tax. In addition, distributions of the fund's income and
gains will be taxable to investors in states other than Massachusetts.
Who may want to invest The fund may be an appropriate investment if you:
.Are a Massachusetts taxpayer in a high federal tax bracket seeking current
income exempt from Massachusetts and federal taxation
.Seeking exposure to short-term municipal securities at a minimum level of
additional risk
.Are looking to allocate a portion of your assets to money market securities
Because this fund has not yet commenced operations, the fund does not have the
historical performance information in bar chart and table form which appears in
this location in the other Smith Barney Muni Funds prospectuses.
Smith Barney Mutual Funds
3
<PAGE>
Fee table
This table sets forth the estimated fees and expenses you will pay if you
invest in fund shares.
Shareholder fees
<TABLE>
<CAPTION>
(fees paid directly from your investment) Class A Class Y
<S> <C> <C>
Maximum sales charge (load) imposed None None
on purchases (as a % of offering price)
Maximum deferred sales charge (load) None* None
(as a % of the lower of net asset value
at purchase or redemption)
</TABLE>
Annual fund operating expenses
<TABLE>
<CAPTION>
(expenses deducted from fund assets) Class A Class Y
<S> <C> <C>
Management fees 0.50% 0.50%
Distribution and service (12b-1) fees 0.10% None
Other expenses 0.05% 0.05%
----- -----
Total annual fund operating expenses 0.65% 0.55%
</TABLE> *Class A Shares acquired through an exchange for shares of another
Smith Barney Mutual Fund which were originally acquired at net asset value
subject to a contingent deferred sales charge ("CDSC") remain subject to the
original fund's CDSC.
Example
This example helps you compare the costs of investing in the fund with the
costs of investing in other mutual funds. Your actual costs may be higher or
lower. The example assumes:
.You invest $10,000 in the fund for the period shown
.Your investment has a 5% return each year
.You reinvest all distributions and dividends without a sales charge
.The fund's operating expenses remain the same
.Redemption of your shares at the end of the period
Number of years you own your shares
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Class A $66 $208 $362 $810Class Y $56 $176 $307 $689
</TABLE>
Massachusetts Money Market Portfolio 4<PAGE> More on the fund's investments
Massachusetts municipal securities Massachusetts municipal securities include
debt obligations issued by certain non-Massachusetts governmental issuers such
as Puerto Rico, the Virgin Islands and Guam. The interest on Massachusetts
municipal securities is exempt from federal income tax and Massachusetts per-
sonal income tax. As a result, the interest rate on these securities normally
is lower than it would be if the securities were subject to taxation. The
municipal securities in which the fund invests include general obligation and
revenue bonds and notes and tax-exempt commercial paper. The fund may invest in
floating or variable rate municipal securities. Some of these securities may
have stated final maturities of more than 397 days but have demand features
that entitle the fund to receive the principal amount of the securities either
at any time or at specified intervals.
Structured securities The fund may invest up to 20% of its assets in three
types of structured securities: tender option bonds, partnership interests and
swap-based securities. These securities represent participation interests in a
special purpose trust or partnership holding one or more municipal bonds and/or
municipal bond interest rate swaps. A typical swap enables the trust or part-
nership to exchange a municipal bond interest rate for a floating or variable,
short-term municipal interest rate.
These structured securities are a type of derivative instrument. Unlike some
derivatives, these securities are not designed to leverage the fund's portfolio
or increase its exposure to interest rate risk.
Investments in structured securities raise certain tax, legal, regulatory and
accounting issues which may not be presented by investments in other municipal
bonds. These issues could be resolved in a manner that could hurt the perfor-
mance of the fund.
Defensive investing The fund may depart from its principal investment strate-
gies in response to adverse market, economic or political conditions by taking
temporary defensive positions in all types of taxable money market and short-
term debt securities. If the fund takes a temporary defensive position, it may
be unable to achieve its investment goal.
Master/feeder option The fund may in the future seek to achieve its investment
objective by investing all of its net assets in another investment company hav-
ing the same investment objective and substantially the same investment poli-
cies and restrictions as those applicable to the fund. Shareholders of the fund
will be given at least 30 days prior notice of any such investment.
Smith Barney Mutual Funds
5
<PAGE>
Management
Manager The fund's investment manager is SSBC Fund Management Inc., an affili-
ate of Salomon Smith Barney Inc. The manager's address is 388 Greenwich Street,
New York, New York 10013. The manager selects the fund's investments and
oversees its operations. The manager and Salomon Smith Barney are subsidiaries
of Citigroup Inc. Citigroup businesses produce a broad range of financial serv-
ices--asset management, banking and consumer finance, credit and charge cards,
insurance, investments, investment banking and trading--and use diverse chan-
nels to make them available to consumer and corporate customers around the
world.
Management fees The manager will receive an advisory fee equal to 0.50% of the
fund's average daily net assets.
Distributor The fund has entered into an agreement with CFBDS, Inc. to distrib-
ute the fund's shares. A selling group consisting of Salomon Smith Barney and
other broker-dealers sells fund shares to the public.
Distribution plan The fund has adopted a Rule 12b-1 distribution plan for its
Class A shares. Under the plan, Class A shares pay a service fee.
Year 2000 issue Information technology experts are concerned about computer
systems' ability to process date-related information on and after January 1,
2000. This situation, commonly known as the "Year 2000" issue, could have an
adverse impact on the fund. The cost of addressing the Year 2000 issue, if sub-
stantial, could adversely affect companies and governments that issue securi-
ties held by the fund. The manager and Salomon Smith Barney are addressing the
Year 2000 issue for their systems. The fund has been informed by other service
providers that they are taking similar measures. Although the fund does not
expect the Year 2000 issue to adversely affect it, the fund cannot guarantee
that the efforts of the fund, which are limited to requesting and receiving
reports from its service providers, or the efforts of its service providers to
correct the problem will be successful.
Massachusetts Money Market Portfolio
6
<PAGE>
Choosing a class of shares to buy
You may purchase Class A shares which are sold at net asset value with no ini-
tial or deferred sales charge. Class A shares are subject to ongoing distribu-
tion and service fees.
You may purchase Class Y shares only if you are making an initial investment of
at least $15,000,000. Class Y shares are sold at net asset value.
You may buy shares from:
.A Salomon Smith Barney Financial Consultant
.An investment dealer in the selling group or a broker that clears through Sal-
omon Smith Barney--a dealer representative
Investment minimums Minimum initial and additional investment amounts vary
depending on the class of shares you buy and the nature of your investment
account.
<TABLE>
<CAPTION>
Initial Additional
Class A Class Y All Classes
<S> <C> <C> <C>
General $1,000 $15 million $50
Salomon Smith Barney Sweep Features variable n/a variable
Uniform Gift to Minors Accounts $ 250 $15 million $50
</TABLE>
Smith Barney Mutual Funds
7
<PAGE>
Salomon Smith Barney Brokerage Accounts
If you maintain certain types of securities brokerage accounts with Salomon
Smith Barney, you may request that your free credit balances (i.e., immediately
available funds) be invested automatically in Class A shares of a designated
money market fund either daily or weekly. A complete record of fund dividends,
purchases and redemptions will be included on your regular Salomon Smith Barney
brokerage statement. In addition to this sweep service, shareholders of Salomon
Smith Barney FMA PLUSSM accounts may also take advantage of: free dividend
reinvestment, unlimited checking, 100 free ATM withdrawals each year, gain/loss
analysis and online computer access to account information. Contact your Salo-
mon Smith Barney Financial Consultant for more complete information.
Letter of intent: Class Y shares
You may buy Class Y shares of the fund at net asset value with no initial sales
charge. To purchase Class Y shares, you must meet the $15,000,000 initial
investment requirement. You can use a letter of intent to meet this
requirement by buying Class Y shares of a fund over a 13-month period. To
qualify, you must initially invest $5,000,000.
Massachusetts Money Market Portfolio
8
<PAGE>
Deferred sales charges
If Class A shares of the fund are acquired by exchange from another Smith Bar-
ney fund subject to a deferred sales charge the original deferred sales charge
will apply to these shares. If you redeem these shares within 12 months of the
date you purchased shares of the original fund, the fund's shares may be sub-
ject to a deferred sales charge of 1.00%.
The deferred sales charge is based on the net asset value at the time of pur-
chase or redemption, whichever is less, and therefore you do not pay a sales
charge on amounts representing appreciation or depreciation.
You do not pay a deferred sales charge on:
.Shares exchanged for shares of another Smith Barney fund
.Shares that represent reinvested distributions and dividends
.Shares that are no longer subject to the deferred sales charge
If you redeemed shares of a Smith Barney fund in the past 60 days and paid a
deferred sales charge, you may buy shares of the fund at the current net asset
value and be credited with the amount of the deferred sales charge, if you
notify your Salomon Smith Barney Financial Consultant or dealer representative.
Salomon Smith Barney receives deferred sales charges as partial compensation
for its expenses in selling shares, including the payment of compensation to
your Salomon Smith Barney Financial Consultant or dealer representative.
Deferred sales charge waivers
The deferred sales charge for Class A shares will generally be waived:
.For involuntary redemptions of small account balances
.For 12 months following the death or disability of a shareholder
If you want to learn about additional waivers of deferred sales charges, con-
tact your Salomon Smith Barney Financial Consultant or dealer representative or
consult the Statement of Additional Information ("SAI").
Smith Barney Mutual Funds
9
<PAGE>
Buying shares
Through a You should contact your Salomon Smith Barney Financial Con-
Salomon Smith sultant or dealer representative to open a brokerage account
Barney and make arrangements to buy shares.
Financial
Consultant or
dealer
representative
If you do not provide the following information, your order
will be rejected:
.Class of shares being bought
.Dollar amount or number of shares being bought
You should pay for your shares through your brokerage account
no later than the third business day after you place your
order. Salomon Smith Barney or your dealer representative may
charge an annual account maintenance fee.
- --------------------------------------------------------------------------------
Through the Certain investors who are clients of the selling group are
fund's eligible to buy shares directly from the fund.
transfer
agent
.Write the transfer agent at the following address:
Smith Barney Massachusetts Money Market Portfolio
Smith Barney Muni Funds
(Specify class of shares)
c/o First Data Investor Services Group, Inc.
P.O. Box 5128
Westborough, Massachusetts 01581-5128
.Enclose a check to pay for the shares. For initial pur-
chases, complete and send an account application.
.For more information, call the transfer agent at 1-800-451-
2010.
For more information, contact your Salomon Smith Barney
Financial Consultant, dealer representative or the transfer
agent or consult the SAI.
Massachusetts Money Market Portfolio
10
<PAGE>
Exchanging shares
Smith Barney You should contact your Salomon Smith Barney Financial Con-
offers a sultant or dealer representative to exchange into other Smith
distinctive Barney funds. Be sure to read the prospectus of the Smith
family of Barney fund you are exchanging into.
funds
tailored to
help meet the
varying needs
of both large
and small
investors
.You may exchange shares only for shares of the same class of
another Smith Barney fund. Not all Smith Barney funds offer
all classes.
.Not all Smith Barney funds may be offered in your state of
residence. Contact your Salomon Smith Barney Financial Con-
sultant, dealer representative or the transfer agent.
.You must meet the minimum investment amount for each fund.
.If you hold share certificates, the transfer agent must
receive the certificates endorsed for transfer or with
signed stock powers (documents transferring ownership of
certificates) before the exchange is effective.
.The fund may suspend or terminate your exchange privilege if
you engage in an excessive pattern of exchanges.
- --------------------------------------------------------------------------------
Sales charges Your shares may be subject to an initial sales charge at the
time of the exchange. For more information, contact your Sal-
omon Smith Barney Financial Consultant, dealer representative
or the transfer agent.
Your deferred sales charge (if any) will continue to be mea-
sured from the date of your original purchase of another
fund's shares subject to a deferred sales charge.
Smith Barney Mutual Funds
11
<PAGE>
By telephone If you do not have a brokerage account, you may be eligible
to exchange shares through the transfer agent. You must com-
plete an authorization form to authorize telephone transfers.
If eligible, you may make telephone exchanges on any day the
New York Stock Exchange is open. Call the transfer agent at
1-800-451-2010 between 9:00 a.m. and 5:00 p.m. (Eastern
time). Requests received after the close of regular trading
on the Exchange are priced at the net asset value next deter-
mined.
You can make telephone exchanges only between accounts that
have identical registrations.
- --------------------------------------------------------------------------------
By mail
If you do not have a Salomon Smith Barney brokerage account,
contact your dealer representative or write to the transfer
agent at the address on the following page.
Massachusetts Money Market Portfolio
12
<PAGE>
Redeeming shares
Generally Contact your Salomon Smith Barney Financial Consultant or
dealer representative to redeem shares of the fund.
If you hold share certificates, the transfer agent must
receive the certificates endorsed for transfer or with signed
stock powers before the redemption is effective.
If the shares are held by a fiduciary or corporation, other
documents may be required.
Your redemption proceeds will be sent within three business
days after your request is received in good order. However,
if you recently purchased your shares by check, your redemp-
tion proceeds will not be sent to you until your original
check clears, which may take up to 15 days.
If you have a Salomon Smith Barney brokerage account, your
redemption proceeds will be placed in your account and not
reinvested without your specific instruction. In other cases,
unless you direct otherwise, your redemption proceeds will be
paid by check mailed to your address of record.
- --------------------------------------------------------------------------------
By mail For accounts held directly at the fund, send written requests
to the transfer agent at the following address:
Smith Barney Massachusetts Money Market Portfolio
Smith Barney Muni Funds
(Specify class of shares)
c/o First Data Investor Services Group, Inc.
P.O. Box 5128
Westborough, Massachusetts 01581-5128
Your written request must provide the following:
.Your account number
.The class of shares and the dollar amount or number of
shares to be redeemed
.Signatures of each owner exactly as the account is regis-
tered
Smith Barney Mutual Funds
13
<PAGE>
By telephone If you do not have a brokerage account, you may be eligible
to redeem shares in amounts up to $10,000 per day through the
transfer agent. You must complete an authorization form to
authorize telephone redemptions. If eligible, you may request
redemptions by telephone on any day the New York Stock
Exchange is open. Call the transfer agent at 1-800-451-2010
between 9:00 a.m. and 5:00 p.m. (Eastern time). Requests
received after the close of regular trading on the Exchange
are priced at the net asset value next determined.
Your redemption proceeds can be sent by check to your address
of record or by wire transfer to a bank account designated on
your authorization form. You must submit a new authorization
form to change the bank account designated to receive wire
transfers and you may be asked to provide certain other docu-
ments.
For more information, contact your Salomon Smith Barney
Financial Consultant or dealer representative or consult the
SAI.
Massachusetts Money Market Portfolio
14
<PAGE>
Other things to know about share transactions
When you buy, exchange or redeem shares, your request must be in good order.
This means you have provided the following information, without which your
request will not be processed:
.Name of the fund
.Account number
.Class of shares being bought, exchanged or redeemed
.Dollar amount or number of shares being bought, exchanged or redeemed
.Signature of each owner exactly as the account is registered
A request to purchase becomes effective only when Salomon Smith Barney, a sell-
ing group member of the transfer agent receives, or converts the purchase
amount into federal funds. The transfer agent will try to confirm that any tel-
ephone exchange or redemption request is genuine by recording calls, asking the
caller to provide a personal identification number for the account, sending you
a written confirmation or requiring other confirmation procedures from time to
time.
Signature guarantees To be in good order, your redemption request must include
a signature guarantee if you:
.Are redeeming over $10,000 of shares
.Are sending signed share certificates or stock powers to the transfer agent
.Instruct the transfer agent to mail the check to an address different from the
one on your account
.Changed your account registration
.Want the check paid to someone other than the account owner(s)
.Are transferring the redemption proceeds to an account with a different regis-
tration
You can obtain a signature guarantee from most banks, dealers, brokers, credit
unions and federal savings and loan institutions, but not from a notary public.
The fund has the right to:
.Suspend the offering of shares
.Waive or change minimum and additional investment amounts
.Reject any purchase or exchange order
.Change, revoke or suspend the exchange privilege
.Suspend telephone transactions
Smith Barney Mutual Funds
15
<PAGE>
.Suspend or postpone redemptions of shares on any day when trading on the New
York Stock Exchange is restricted, or as otherwise permitted by the Securi-
ties and Exchange Commission
.Pay redemption proceeds by giving you securities. You may pay transaction
costs to dispose of the securities.
Small account balances If your account falls below $500 because of a redemption
of fund shares, the fund may ask you to bring your account up to $500. If your
account is still below $500 after 60 days, the fund may close your account and
send you the redemption proceeds.
Excessive exchange transactions The manager may determine that a pattern of
frequent exchanges is detrimental to the fund's performance and other share-
holders. If so, the fund may limit additional purchases and/or exchanges by the
shareholder.
Share certificates The fund does not issue share certificates unless a written
request signed by all registered owners is made to the transfer agent. If you
hold share certificates it will take longer to exchange or redeem shares.
Massachusetts Money Market Portfolio
16
<PAGE>
Dividends, distributions and taxes
Dividends The fund declares a dividend of substantially all of its net invest-
ment income on each day the New York Stock Exchange (NYSE) is open. Income div-
idends are paid monthly. The fund generally makes capital gain distributions,
if any, once a year, typically in December. The fund may pay additional distri-
butions and dividends at other times if necessary for the fund to avoid a fed-
eral tax. Capital gain distributions and dividends are reinvested in additional
fund shares of the same class you hold. The fund expects distributions to be
primarily from income. You do not pay a sales charge on reinvested
distributions or dividends. Alternatively, you can instruct your Salomon Smith
Barney Financial Consultant, dealer representative or the transfer agent to
have your distributions and/or dividends paid in cash. You can change your
choice at any time to be effective as of the next distribution or dividend,
except that any change given to the transfer agent less than five days before
the payment date will not be effective until the next distribution or dividend
is paid.
Taxes In general, redeeming shares, exchanging shares and receiving distribu-
tions (whether in cash or additional shares) are all taxable events.
<TABLE>
<CAPTION>
Transaction Federal tax status Massachusetts tax status
<S> <C> <C>
Redemption or exchange of Usually no gain or Usually no gain or
shares loss; loss may result loss; loss may
to extent of any result to extent of
deferred sales charge any deferred sales
charge
Long-term capital gain Taxable gain Taxable gain
distributions
Short-term capital gain Ordinary income Ordinary income
distributions
Dividends Exempt if from Exempt if from
interest on tax-exempt interest on
securities, otherwise Massachusetts
ordinary income municipal
securities,
otherwise ordinary
income
</TABLE>
The fund anticipates that it will normally not earn or distribute any long-term
capital gains.
After the end of each year, the fund will provide you with information about
the distributions and dividends you received and any redemptions of
Smith Barney Mutual Funds
17
<PAGE>
shares during the previous year. If you do not provide the fund with your cor-
rect taxpayer identification number and any required certifications, you may be
subject to back-up withholding of 31% of your distributions and dividends.
Because each shareholder's circumstances are different and special tax rules
may apply, you should consult your tax adviser about your investment in the
fund.
Share price
You may buy, exchange or redeem shares at their net asset value, plus any
applicable sales charge, next determined after receipt of your request in good
order. The fund's net asset value is the value of its assets minus its liabili-
ties. Net asset value is calculated separately for each class of shares. The
fund calculates its net asset value every day the New York Stock Exchange is
open. The Exchange is closed on certain holidays listed in the SAI. This calcu-
lation is done when regular trading closes on the Exchange (normally 4:00 p.m.,
Eastern time).
The fund uses the amortized cost method to value its portfolio securities.
Using this method, the fund constantly amortizes over the remaining life of a
security the difference between the principal amount due at maturity and the
cost of the security to the fund. The fund intends to use its best effort to
continue to maintain a constant net asset value of $1.00.
<TABLE>
<CAPTION>
Purchase is Effective and Dividends
Form of Purchase Payment Begin
<S> <C> <C>
. Payment in federal funds If received before At the close of
.Having a sufficient cash balance in the close of regular trading on
your account with Salomon Smith Barney regular trading on the Exchange on
or a selling group member the Exchange: that day
- -------------------------------------------------------------------------------
If received after At the close of
the close of regular trading on
regular trading on the Exchange on
the Exchange: the next business
day
- -------------------------------------------------------------------------------
. Other forms of payment, with conversion At the close of regular trading on
into, or advance of, federal funds by the Exchange on the next business day
Salomon Smith Barney or a selling group
member
.Other forms of payment received by the
transfer agent
- -------------------------------------------------------------------------------
</TABLE>
Salomon Smith Barney or members of the selling group must transmit all orders
to buy, exchange or redeem shares to the fund's agent before the agent's close
of business.
Massachusetts Money Market Portfolio
18
<PAGE>
SalomonSmithBarney
----------------------------
A member of citigroup [LOGO]
Massachusetts
Money Market Portfolio
An investment portfolio of Smith Barney Muni Funds
Shareholder reports Annual and semiannual reports to shareholders provide addi-
tional information about the fund's investments. These reports discuss the mar-
ket conditions and investment strategies that affected the fund's performance.
The fund sends only one report to a household if more than one account has the
same address. Contact your Salomon Smith Barney Financial Consultant, dealer
representative or the transfer agent if you do not want this policy to apply to
you.
Statement of additional information The statement of additional information
provides more detailed information about the fund and is incorporated by refer-
ence into (is legally part of) this prospectus.
You can make inquiries about the fund or obtain shareholder reports or the
statement of additional information (without charge) by contacting your Salomon
Smith Barney Financial Consultant or dealer representative, by calling the fund
at 1-800-451-2010, or by writing to the fund at Smith Barney Mutual Funds, 388
Greenwich Street, MF2, New York, New York 10013.
Visit our web site. Our web site is located at www.smithbarney.com
You can also review and copy the fund's shareholder reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. You can get copies of these materials
for a duplicating fee by writing to the Public Reference Section of the Commis-
sion, Washington, D.C. 20549-6009. Information about the public reference room
may be obtained by calling 1-800-SEC-0330. You can get the same information
free from the Commission's Internet web site at http:www.sec.gov
If someone makes a statement about the fund that is not in this prospectus, you
should not rely upon that information. Neither the fund nor the distributor is
offering to sell shares of the fund to any person to whom the fund may not law-
fully sell its shares.
SMSalomon Smith Barney is a service mark of Salomon Smith Barney Inc.
(Investment Company Act file
no. 811-04395)
FD01673 9/99
PART B
Part C. Other Information
Item 23. Exhibits
a.1 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.
a.2 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.
a.3 Instrument of the Trustees, dated June 12, 1998,
establishing and designating classes of certain
series of the Trust is incorporated by reference to Exhibit
1(a) to Post-Effective Amendment No. 40.
b. Bylaws of the Trust are incorporated by reference to Exhibit
2 to Pre-Effective Amendment No. 2.
c. Not applicable.
d.1 Management Agreement between the National Portfolio &
Mutual Management Corp. is incorporated by reference to
Exhibit 5(b) to Post-Effective Amendment No. 18.
d.2 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.
d.3 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.
d.4 Management Agreement between the Florida Portfolio and
Mutual Management Corp. is incorporated by reference to
Exhibit (5)(h) to Post-Effective Amendment No. 16.
d.5 Management Agreement between the Georgia Portfolio and
Mutual Management Corp. is incorporated by reference to
Exhibit 5(m) to Post-Effective Amendment No. 27.
d.6 Management Agreement between the Pennsylvania
Portfolio and Mutual Management Corp. is incorporated by
reference to Exhibit 5(q) to Post-Effective Amendment No.
27.
d.7 Form of Management Agreement between California Money
Market Portfolio (and New York Money Market Portfolio) and
Mutual Management Corp. is incorporated by reference to
Exhibit 5(s) to Post-Effective Amendment No. 34.
D.8 Form of Management Agreement between Massachusetts
Money Market Portfolio and SSBC Fund Management Inc. is
incorporated by reference to Exhibit D.8 to Post-Effective
Amendment No 43.
e.1 Distribution Agreement between Registrant and Smith
Barney, Harris Upham & Co. Incorporated is incorporated by
reference to Exhibit 6 to Post-Effective Amendment No. 7.
e.2 Distribution Agreement between Registrant and CFBDS,
Inc. is incorporated by reference to Exhibit e.2 to Post-
Effective Amendment No. 41.
e.3 Broker Dealer Contract between the Mutual Management
Corp. and CFBDS, Inc. is incorporated by reference to
Exhibit e.3 to Post-Effective Amendment No. 41.
f. Not applicable.
g. Custodian Agreement between Registrant and Provident
National Bank is incorporated by reference to Exhibit 8 to
Pre-Effective Amendment No. 1.
h. Transfer Agency Agreement between Registrant and Provident
Financial Processing Corp. is incorporated by reference to
Exhibit 9 to Post-Effective Amendment No. 12.
i. Opinion of Gaston & Snow is incorporated by reference to
Exhibit 10 to Pre-Effective Amendment No. 1.
j. Auditors' Consent is filed herewith.
k. Schedule of Computation of Performance Quotations is
incorporated by reference to Exhibit 16 to Post-Effective
Amendment No. 5.
l. Subscription Agreement between Registrant and Mutual
Management Corp. is incorporated by reference to Exhibit 13
to Pre-Effective Amendment No. 1.
m.1 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.
m.2 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.
m.3 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.
m.4 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
Portfolios is incorporated by reference to Exhibit 15(n) to
Post-Effective Amendment No. 34.
m.5 Form of Amended and Restated Shareholder Services and
Distribution Plan pursuant to Rule 12b-1 is incorporated by
reference to Exhibit m.5 to Post-Effective Amendment No. 41.
n. Financial Data Schedule (not applicable).
o.1 Amended and Restated Plan pursuant to Rule 18f-3 is
incorporated by reference to Exhibit 18 to Post-Effective
Amendment No. 40.
Item 24. 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" in the prospectus included in Part A of this
Post-Effective Amendment on Form N-1A.
Item 25. 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."
Item 26. Business and other Connections of Investment Adviser
See the material under the caption "Management" included in
Part A (Prospectus) of this Registration Statement and the
material appearing under the caption "Investment Objective
and Management Policies" included in Part B (Statement of
Additional Information) of this Registration Statement.
Information as to the Directors and Officers of SSBC Fund
Management Inc., (formerly known as Mutual Management Corp.)
is included in its Form ADV (File No. 801-8314), filed with
the Commission, which is incorporated herein by reference
thereto.
Item 27. Principal Underwriters
(a) CFBDS, Inc., ("CFBDS") the Registrant's Distributor,
is also the distributor for the following Smith Barney
funds: Concert Investment Series, Consulting Group Capital
Markets Funds, Greenwich Street Series Fund, 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 Inc., Smith Barney Concert
Allocation Series Inc., Smith Barney Equity Funds, Smith
Barney Fundamental Value Fund Inc., Smith Barney Funds,
Inc., Smith Barney Income Funds, Smith Barney Institutional
Cash Management Fund, Inc., Smith Barney Investment Funds
Inc., Smith Barney Investment Trust, Smith Barney Managed
Governments Fund Inc., Smith Barney Managed Municipals Fund
Inc., Smith Barney Massachusetts Municipals Fund, Smith
Barney Money Funds, Inc., Smith Barney Muni Funds, Smith
Barney Municipal Money Market Fund, Inc., Smith Barney New
Jersey Municipals Fund Inc., Smith Barney Oregon Municipals
Fund Inc., Smith Barney Principal Return Fund, Smith Barney
Small Cap Blend Fund, Inc., Smith Barney Telecommunications
Trust, Smith Barney Variable Account Funds, Smith Barney
World Funds, Inc., Travelers Series Fund Inc., and various
series of unit investment trusts.
CFBDS also serves as the distributor for the following
funds: The Travelers Fund UL for Variable Annuities, The
Travelers Fund VA for Variable Annuities, The Travelers Fund
BD for Variable Annuities, The Travelers Fund BD II for
Variable Annuities, The Travelers Fund BD III for Variable
Annuities, The Travelers Fund BD IV for Variable Annuities,
The Travelers Fund ABD for Variable Annuities, The Travelers
Fund ABD II for Variable Annuities, The Travelers Separate
Account PF for Variable Annuities, The Travelers Separate
Account PF II for Variable Annuities, The Travelers Separate
Account QP for Variable Annuities, The Travelers Separate
Account TM for Variable Annuities, The Travelers Separate
Account TM II for Variable Annuities, The Travelers Separate
Account Five for Variable Annuities, The Travelers Separate
Account Six for Variable Annuities, The Travelers Separate
Account Seven for Variable Annuities, The Travelers Separate
Account Eight for Variable Annuities, The Travelers Fund UL
for Variable Annuities, The Travelers Fund UL II for
Variable Annuities, The Travelers Variable Life Insurance
Separate Account One, The Travelers Variable Life Insurance
Separate Account Two, The Travelers Variable Life Insurance
Separate Account Three, The Travelers Variable Life
Insurance Separate Account Four, The Travelers Separate
Account MGA, The Travelers Separate Account MGA II, The
Travelers Growth and Income Stock Account for Variable
Annuities, The Travelers Quality Bond Account for Variable
Annuities, The Travelers Money Market Account for Variable
Annuities, The Travelers Timed Growth and Income Stock
Account for Variable Annuities, The Travelers Timed Short-
Term Bond Account for Variable Annuities, The Travelers
Timed Aggressive Stock Account for Variable Annuities, The
Travelers Timed Bond Account for Variable Annuities.
In addition, CFBDS, the Registrant's Distributor, is also
the distributor for CitiFunds Multi-State Tax Free Trust,
CitiFunds Premium Trust, CitiFunds Institutional Trust,
CitiFunds Tax Free Reserves, CitiFunds Trust I, CitiFunds
Trust II, CitiFunds Trust III, CitiFunds International
Trust, CitiFunds Fixed Income Trust, CitiSelect VIP Folio
200, CitiSelect VIP Folio 300, CitiSelect VIP Folio 400,
CitiSelect VIP Folio 500, CitiFunds Small Cap Growth VIP
Portfolio. CFBDS is also the placement agent for Large Cap
Value Portfolio, Small Cap Value Portfolio, International
Portfolio, Foreign Bond Portfolio, Intermediate Income
Portfolio, Short-Term Portfolio, Growth & Income Portfolio,
U.S. Fixed Income Portfolio, Large Cap Growth Portfolio,
Small Cap Growth Portfolio, International Equity Portfolio,
Balanced Portfolio, Government Income Portfolio, Tax Free
Reserves Portfolio, Cash Reserves Portfolio and U.S.
Treasury Reserves Portfolio.
In addition, CFBDS is also the distributor for the following
Salomon Brothers funds: Salomon Brothers Opportunity Fund
Inc., Salomon Brothers Investors Fund Inc., Salomon Brothers
Capital Fund Inc., Salomon Brothers Series Funds Inc.,
Salomon Brothers Institutional Series Funds Inc., Salomon
Brothers Variable Series Funds Inc.
In addition, CFBDS is also the distributor for the Centurion
Funds, Inc.
(b) The information required by this Item 27 with respect
to each director and officer of CFBDS is incorporated by
reference to Schedule A of Form BD filed by CFBDS pursuant
to the Securities and Exchange Act of 1934 (File No. 8-
32417).
(c) Not applicable.
Item 28. 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 29. Management Services
Not applicable.
Item 30. Undertakings
(a) Not applicable.
(b) Not applicable.
(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, as
amended, and the Investment Company Act of 1940, as amended, the
Registrant, 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, in the City of New York, and State
of New York on the 9th day of September 9, 1999.
SMITH BARNEY MUNI FUNDS
By: /s/ Heath B. McLendon
Heath B. McLendon,
President
and Chief Executive
Officer
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 President, Chief Executive Officer and
Trustee 9/9/99
(Heath B. McLendon)
* Trustee
9/9/99
(Lee Abraham)
* Trustee
9/9/99
(Allan J. Bloostein)
* Trustee
9/9/99
(Jane F. Dasher)
* Trustee
9/9/99
(Donald R. Foley)
* Trustee
9/9/99
(Paul Hardin III)
* Trustee
9/9/99
(Richard E. Hanson)
* Trustee
9/9/99
(Roderick C. Rasmussen)
* Trustee
9/9/99
(John P. Toolan)
/s/ Lewis E. Daidone Senior
Vice President and Treasurer 9/9/99
(Lewis E. Daidone)
*By: /s/ Christina T. Sydor Secretary
9/9/99
Christina T. Sydor
Pursuant to Power of Attorney
EXHIBIT INDEX
Exhibit No. Exhibit
j. Auditors' Consent
Independent Auditors' Consent
To the Shareholders and Board of Trustees of
Smith Barney Muni Funds
Massachusetts Money Market Portfolio:
We consent to the use of the reference to our Firm under the
heading "Auditors" in the Statement of Additional Information.
KPMG LLP
New York, New York
September 8, 1999
