SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
SMITH BARNEY SHEARSON EQUITY FUNDS
(Name of Registrant)
Two World Trade Center
New York, New York 10048
(Address of principal executive offices)
Smith Barney Shearson Growth and Income Fund
Smith Barney Shearson Growth and Opportunity Fund
Smith Barney Shearson Sector Analysis Fund
Smith Barney Shearson Strategic Investors Fund
All Shares of Beneficial Interest, Par Value $.001 per share
(Title of securities with respect to which Notice is filed)
File Nos. 33-2627& 811-4551
The following information is required pursuant to Rule 24f-2 (b) (1):
(i). Fiscal year for which Notice is filed:
February 1, 1993 through January 31, 1994.
(ii). Number of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to Rule 24f-2
but which remained unsold at the beginning of such fiscal year:
Growth and Income Fund Growth and Opportunity
Shares None Shares 6,815,340
Sector Analysis Fund Strategic Investors Fund *
Shares 26,292,440 Shares 1,338,152
(iii). Amount of securities, if any, registered during such fiscal year
other than pursuant to
Rule 24f-2:
Growth and Income Fund Growth and Opportunity
Shares None Shares None
Sector Analysis Fund Strategic Investors Fund
Shares None Shares None
* 317,941 shares are being used to reduce the registration fee pursuant to
this Rule 24f-2
Notice, leaving 1,020,211 unsold.
(iv) Amount of securities sold during such fiscal year:
Growth and Income Fund Growth and Opportunity
3,891,076 shares 2,124,328 shares
$38,359,355 $46,295,082
Sector Analysis Fund Strategic Investors Fund
1,043,274 shares 3,266,026 shares
$15,505,928 $58,403,798
(v). Number and amount of securities sold during such fiscal year in reliance
upon registration pursuant to Rule 24f-2:
(1) Growth and Income Fund (2) Growth and Opportunity
3,891,076 shares 2,124,328 shares
$38,359,355 $46,295,082
(3) Sector Analysis Fund (4) Strategic Investors Fund
1,043,274 shares 2,948,085 shares
$15,505,928 $52,711,759
An opionion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: March 31, 1994
SMITH BARNEY SHEARSON
EQUITY FUNDS
By: /s/ Vincent Nave
Vincent Nave
* Excludes shares issued upon reinvestment of dividends.
(1) The actual aggregate sales price for which such securities were
sold was $38,359,355. During the fiscal year ended January 31, 1994 the
actual aggregate redemption price of securities of the same class redeemed by
the Registrant was $10,035,614. 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: $38,359,355 - $10,035,614 = $28,323,741 x
$.00034483 = $9,766.88.
(2) The actual aggregate sales price for which such securities were
sold was $46,295,082. During the fiscal year ended January 31, 1994 the
actual aggregate redemption price of securities of the same class redeemed by
the Registrant was $66,450,314. 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: $46,295,082 - $66,450,314 = ($20,155,232) x
$.00034483 = ($6,950.13). Therefore no registration fee is required.
(3) The actual aggregate sales price for which such securities were
sold was $15,505,928. During the fiscal year ended January 31, 1994 the
actual aggregate redemption price of securities of the same class redeemed by
the Registrant was $80,145,410. 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: $15,505,928 - $80,145,410 = ($64,639,482) x
$.00034483 = ($22,289.63). Therefore no registration fee is required.
(4) The actual aggregate sales price for which such securities were
sold was $58,403,798. During the fiscal year ended November 30, 1993 the
actual aggregate redemption price of securities of the same class redeemed by
the Registrant was $52,719,035. $5,684,785 has been applied by the Registrant
pursuant to Rule 24e-,2(a) in filings made pursuant to Section 24e-2(1) in
filings made pursuant to Section 2,4(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: $58,403,798 -
($5,684,785 + $52,719,035) =($22) x $.00034483 = $0.Therefore no
registration fee is required.
funds/slit/24f-293.doc
March 31, 1994
Smith Barney Shearson Equity Funds
Two World Trade Center
New York, New York 10048
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney Shearson Equity Funds, a
Massachusetts business trust (the "Trust"),of a Notice (the "Notice") pursuant
Rule 24f-2 under the Investment Company Act of 1940, as amended (the "1940
Act"), for the Trust's fiscal year ended January 31, 1994 of various fund
series of the Trust (collectively, the "Funds"), you have requested that the
undersigned provide the legal opinion required by that Rule.
In accordance with Rule 24f-2, the Trust has registered an indefinite
number of shares of beneficial interest, $.001 par value, per share, under the
Securities Act of 1933, as amended, (the "1933 Act"). The purpose of the
Notice is to make definite the registration of the following shares of the
Funds, set forth below (collectively, the "Shares") sold in reliance upon the
Rule during the fiscal year ended January 31, 1994.
Funds
Growth and Income Fund 3,891,076 shares
Growth and Opportunity Fund 2,124,328 shares
Sector Analysis Fund 1,043,274 shares
Strategic Investors Fund 2,948,085 shares
Smith Barney Shearson Equity Fund
March 31, 1994
Page Two
The undersigned is Assistant Vice President and Counsel of The Boston
Company Advisors, Inc., the Trust's administrator, and in such capacity, from
time to time and for certain purposes, acts as counsel to the Trust. I have
examined copies of the Trust's Master Trust Agreement, its By-Laws, votes
adopted by its Board of Trustees, and such other records and documents as I
have deemed necessary for purposes of this opinion. Furthermore, I have
examined a Certificate of the Treasurer of the Trust to the effect that the
Trust received the cash consideration for each of the Shares in accordance
with the aforementioned charter documents and votes.
On the basis of the foregoing, and assuming all of the Shares were sold
in accordance with the terms of the Funds' Prospectuses in effect at the time
of sale, I am of the opinion that the Shares have been duly authorized and
validly issued and are fully paid and non-assessable. This opinion is for the
limited purposes expressed above and should not be deemed to be an expression
of opinion as to compliance with the 1933 Act, the 1940 Act or applicable
State "blue sky" laws in connection with the sales of the Shares.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Trust's Master Trust Agreement provides that if a shareholder of
any series of the Trust is charged or held personally liable solely by reason
of being or having been a shareholder, the shareholder shall be entitled out
of the assets of said series to be held harmless from and indemnified against
all loss and expense arising from such liability. Thus, the risk of
shareholder liability is limited to circumstances in which that series itself
would be unable to meet its obligations.
Very truly yours,
/s/ Christine A. Pastelis
Christine A. Pastelis
Assistant Vice President
and Counsel
