SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
SMITH BARNEY EQUITY FUNDS
(Name of Registrant)
388 Greenwich Street
New York, New York 10013
(Address of principal executive offices)
Smith Barney Shearson Growth and Income 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, 1994 through January 31, 1995.
(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
Shares None
Strategic Investors Fund
Shares 1,020,211
(iii). Amount of securities, if any, registered during such fiscal year
other than pursuant to Rule 24f-2:
Growth and Income Fund
Shares None
Strategic Investors Fund
Shares None
(iv) Amount of securities sold during such fiscal year:
Growth and Income Fund
25,937,774 shares
$259,912,094
Strategic Investors Fund
18,448,263
$300,035,768
(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
25,937,774
$259,912,094
(2) Strategic Investors Fund
17,428,052 shares
$283,380,126
* Excludes shares issued upon reinvestment of dividends.
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: March 30, 1995
SMITH BARNEY EQUITY FUNDS
By: s/Lewis E. Daidone
Lewis E. Daidone
(1) The actual aggregate sales price for which such securities were sold
was $259,912,094. During the fiscal year ended January 31, 1995 the actual
aggregate redemption price of securities of the same class redeemed by the
Registrant was $153,257,320. 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: $259,912,094- $153,257,320 =
$106,654,774 x $.00034483 = $36,778.
(2) The actual aggregate sales price for which such securities were sold
was $283,388,126. During the fiscal year ended January 31, 1995 the actual
aggregate redemption price of securities of the same class redeemed by the
Registrant was $246,929,200. $16,588,631 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: $283,388,126 - $246,929,200 = 36,450,926 x $.00034483 = $12,569.
funds/slit/24f-293.doc
The Boston Company Advisors, Inc.
One Boston Place
Boston, Massachusetts 02108
March 30, 1995
Smith Barney Equity Funds
388 Greenwich Street
New York, New York 10013
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney 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, 1995 of
Growth and Income Fund and Strategic Investors 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, 1995.
Funds
Growth and Income Fund 25,937,774 shares
Strategic Investors Fund 17,428,052 shares
Smith Barney Equity Funds
March 30, 1995
Page Two
The undersigned is Counsel and Assistant Vice President of The Boston
Company Advisors, Inc., the Trust's sub-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 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/Mark J. Duggan
Mark J. Duggan
Counsel and
Assistant Vice President
