As filed with the Securities and Exchange Commission
on March 28, 1996 ----------------------------------------
- -----------------------------------------------
Registration No. 33-
2627 811-4551
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- -----------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. [X] Post-
Effective
Amendment No. 32
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940, as amended
Amendment No. 33 [X]
SMITH BARNEY EQUITY FUNDS
(Exact name of Registrant as Specified in Charter)
Area Code and Telephone Number: (212) 723-9218
388 Greenwich Street, New York, New York 10013
(Address of Principal Executive Offices) (Zip
Code)
Christina T. Sydor
Secretary
388 Greenwich Street New York, New York
10013 (Name and Address of Agent for
Service)
copies to:
Burton M. Leibert, Esq.
Willkie Farr & Gallagher One
Citicorp Center 153 East 53rd
Street
New York, NY 10022
Approximate Date of Proposed Public Offering:
As soon as possible after this Post-Effective
Amendment becomes effective.
It is proposed that this filing become effective:
_____ Immediately upon filing pursuant to Rule 485(b)
X on April 22, 1996 pursuant to Rule 485(b)
60 days after filing pursuant to Rule 485(a)
_____ on -------------- pursuant to Rule 485(a)
The Registrant has previously filed a declaration
of indefinite registration of its shares pursuant to Rule
24f-2 under the Investment Company Act of 1940, as
amended. Registrant's Rule 24f-2 Notice for the fiscal
year ended January 31, 1996 will be filed on March 29,
1996.
SMITH BARNEY EQUITY FUNDS
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages
and documents:
Front Cover
Contents Page
Cross-Reference Sheet
Part A - Prospectus
Part B - Statement of Additional Information
Part C - Other Information
Signature Page
Exhibits
SMITH BARNEY EQUITY FUNDS
FORM N-1A CROSS REFERENCE SHEET
Pursuant to Rule 495(a) Under the Securities Act of 1933, as
ame nded
Part A
Item No Prospectus Caption
1. Cover Page Cover Page
2. Synopsis Prospectus Summary
3. Condensed Financial Information Financial
Highlights;
4. General Description of Registrant Cover
Page; Prospectus Summary;
Investment Objective and
Management
Policies;
Distributor; Additional
Information
5. Management of the Fund
Prospectus
Summary; Management of
the Trust and the
Fund; Distributor;
Additional Information
6. Capital Stock and Other Securities
Investment
Objective and Management
Policies;
Dividends,
Distributions
and Taxes;
Additional Information
7. Purchase of Securities Being Offered
Valuation
of Shares; Purchase of
Shares;
Exchange
Privilege; Redemption
of Shares;
Minimum Account Size;
Distributor;
Additional Information
8. Redemption or Repurchase of Shares Purchase
of
Shares; Redemption
of
Shares; Exchange Privilege
9. Pending Legal Proceedings Not
Applicable
Part B Statement
of
Additional
Item No. Information Caption
10. Cover Page Cover page
11. Table of Contents Contents
12. General Information and
History
Distributor; Additional Information
13. Investment Objectives and Policies
Investment
Objectives and Management
Policies
14. Management of the Fund Management
of
the Trust and the Funds;
Distributor
15. Control Persons and Principal Management
of
the Trust and the Funds
Holders of Securities
16. Investment Advisory and Other Services
Management
of the Trust and the Funds;
Distributor
17. Brokerage Allocation
Investment
Objectives and Management
Policies; Distributor
18. Capital Stock and Other Securities
Investment
Objectives and Management
Policies; Purchase
of
Shares;
Redemption of
Shares; Taxes
19. Purchase, Redemption and Pricing
Purchase
of Shares; Redemption of
of Securities Being Offered
Shares; Valuation of Shares; Distributor;
Exchange Privilege
20. Tax Status Taxes
21. Underwriters Distributor
22. Calculation of Performance
Data
Performance Data
23. Financial Statements
Financial
Statements
PART A is incorporated in its entirety by reference to
PostEffective Amendment No. 31, filed on January 30, 1996
PART B is incorporated in its entirety by reference to
PostEffective Amendment No. 31, filed on January 30, 1996.
SMITH BARNEY EQUITY FUNDS
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A:
Financial Highlights
Included in Part B:
The Registrant's Annual Reports
for the fiscal year ended January 31,
1996 and the Report of Independent
Accountants will be filed pursuant to Rule
30b-2 of the 1933 Act, on March 29, 1996.
Included in Part C:
Consent of Auditors (to be filed
by amendment)
(b) Exhibits
All references are to the Registrant's
registration statement on Form N-1A (the "Registration
Statement") as filed with the Securities and
Exchange Commission (the
"SEC") on January 9, 1986 (File Nos. 33-2627 and 811-
4551).
(1)(a) Amended and Restated Master Trust Agreement
and all Amendments are incorporated by reference to Post
Effective Amendment No. 26 to the Registration Statement
filed on January 31, 1994 ("Post-Effective Amendment No.
26").
(b) Amendment dated October 14, 1994 and Form
of
Amendment to Amended and Restated Master Trust Agreement
are incorporated by reference to Post-Effective Amendment
No. 29 to the Registration Statement filed on November 7,
1994 ("Post-Effective Amendment No. 29").
(2) Registrant's By-Laws are incorporated by
reference to Pre-Effective Amendment No. 1 to the
Registration Statement filed on February 25, 1986 ("Pre-
Effective Amendment No. 1").
(3) Not applicable.
(4) Form of share certificate for Class A, B, C
and Y shares will be filed by amendment.
(5)(a) Investment Advisory Agreement between
Registrant and Smith Barney Strategy Advisers Inc., with
respect to Strategic Investors Fund, is incorporated by
reference to Post-Effective Amendment No. 31 to the
Registation Statement filed on January 30, 1996 (Post
Effective Amendment No. 31).
(b) Investment Advisory Agreement between
Registrant and Greenwich Street Advisors (relating to the
Growth and Income Fund) dated May 22, 1993 is
incorporated by reference to Post-Effective Amendment No.
26.
(c) Asset Allocation Consulting Agreement
between
Registrant and Shearson Lehman Hutton Inc. (relating to
the Strategic Investors Portfolio) is incorporated by
reference to Post-Effective Amendment No. 4.
(6) Distribution Agreement between Registrant and
Smith Barney Shearson dated July 30, 1993 is incorporated
by reference to Post-Effective Amendment No. 26.
(7) Not applicable.
(8)(a) Custodian Agreement between Registrant and
PNC Bank, National Association (PNC Bank) is
incorporated by reference to Post-Effective Amendment No.
31.
(9)(a) Administration Agreements between
Registrant
and SBMFM (relating to the Growth and Income Fund and
Strategic Investors Fund) dated May 4, 1994 are
incorporated by reference to Post-
Effective Amendment No. 29
(b) Transfer Agency Agreement between
Registrant
and First Data Investor Services Group (formerly The
Shareholder Services Group, Inc.) dated August 5, 1993
is incorporated by reference to Post-Effective Amendment
No. 26.
(10) Not applicable.
(11) Not Applicable
(12) Not applicable.
(13) Not Applicable
(14) Not applicable.
(15) Amended Services and Distribution Plans pursuant
to Rule 12b-1 between the Registrant on behalf of Smith
Barney Growth and Income Fund and Smith Barney Strategic
Investors Fund are incorporated by reference to Post
Effective Amendment No. 29.
(16) Performance information is incorporated by
reference to Post-Effective Amendments No. 9 and 10.
(17) Financial Data Schedule (to be filed
by amendment).
(18) Plan pursuant to Rule 18f-3 is incorporated
by reference to Post-Effective Amendment No. 31.
Item 25 Persons Controlled by or Under Common
Control
with
Registrant
None.
Item 26 Number of Holders of Securities
Number of Record
Holders by Class
Title of Class as of February
29,
1996
Beneficial Interest par value
$.001 per share Class A Class
B
Class C Class Y
Smith Barney Strategic Investors Fund
21,417
20,727 186 0
Smith Barney Growth and Income Fund
12,660
11,000 124 3
Item 27 Indemnification
The response to this item is incorporated by reference
to Registrant's Pre-Effective
Amendment No. 1 to the
Registration Statement.
Item 28(a) Business and Other Connections of
Investment
Adviser
Investment Adviser - - Smith Barney Mutual Funds
Management Inc. ("SBMFM")
SBMFM, formerly known as Smith, Barney Advisers, Inc.
SBMFM was incorporated in December 1968 under the laws
of the State of Delaware. SBMFM is
a wholly owned subsidiary of
Smith Barney Holdings Inc. ("Holdings") (formerly known
as
Smith Barney Shearson Holdings Inc.), which in turn is
a
wholly owned subsidiary of Travelers Group Inc.
(formerly known as Primerica
Corporation) ("Travelers"). SBMFM is
registered as an investment adviser under the
Investment Advisers Act of 1940 (the "Advisers Act").
The list required by this Item 28 of officers and
directors of SBMFM together with information as to any
other business, profession, vocation or employment of a
substantial nature engaged in by such officers and
directors during the past
two fiscal years, is incorporated by reference to
Schedules A and D of FORM ADV filed by SBMFM pursuant to
the Advisers Act (SEC File No. 801-8314).
Item 28(a) Business and Other Connections of
Investment
Adviser
Investment Adviser - Smith Barney Strategy Advisers
Inc. ("Strategy Advisers")
Strategy Advisers was incorporated on October 22, 1986
under the laws of the State of Delaware. Strategy
Advisers is a wholly owned subsidiary of SBMFM.
Strategy Advisers is registered as an investment
adviser under the Investment Advisers Act of 1940 (the
"Advisers Act"). Strategy Advisers is also registered
with the Commodity Futures Trading Commission (the
"CFTC") as a commodity pool operator under the Commodity
Exchange Act (the "CEA"), and is a member of the National
Futures Association (the "NFA").
The list required by this Item 28 of officers and
directors of SBMFM and Strategy Advisers, together with
information as to any other business, profession, vocation
or employment of a substantial nature engaged in by
such officers and directors during the past two
years, in incorporated b reference to Schedules A and D
of FORM ADV filed by SBMFM on behalf of Strategy
Advisers pursuant to the Advisers Act (SEC File No. 801-
8314).
Item 29. Principal Underwriters
Smith Barney Inc. ("Smith Barney") currently acts
as distributor for Smith Barney Managed Municipals Fund
Inc., Smith Barney New York Municipals Fund Inc., Smith
Barney California Municipals Fund Inc., Smith Barney
Massachusetts Municipals Fund, Smith Barney Aggressive
Growth Fund Inc., Smith Barney Appreciation Fund Inc.,
Smith Barney Principal Return Fund, Smith Barney
Managed Governments Fund Inc., Smith Barney Income
Funds, Smith Barney Equity Funds, Smith Barney Investment
Funds Inc., Smith Barney Precious Metals and Minerals
Fund Inc., Smith Barney Telecommunications Trust,
Smith Barney Arizona Municipals Fund Inc., Smith
Barney New Jersey Municipals Fund Inc., The USA High
Yield Fund N.V., Garzarelli Sector Analysis Portfolio
N.V., Smith Barney Fundamental Value Fund Inc., Smith
Barney Series Fund, Consulting Group Capital Markets
Funds, Smith Barney Income Trust, Smith Barney Adjustable
Rate Government Income Fund, Smith Barney Florida
Municipals Fund, Smith Barney Oregon Municipals Fund,
Smith Barney Funds, Inc., Smith Barney Muni Funds,
Smith Barney World Funds, Inc., Smith Barney Money
Funds, Inc., Smith Barney Tax Free Money Fund, Inc.,
Smith Barney Variable Account Funds, Smith Barney U.S.
Dollar Reserve Fund (Cayman), Worldwide Special Fund,
N.V., Worldwide
Securities Limited, (Bermuda), Smith
Barney
International Fund (Luxembourg) and various series of
unit investment trusts.
Smith Barney is a wholly owned subsidiary of Holdings.
On June 1, 1994, Smith Barney changed its name from
Smith Barney Shearson Inc. to its current name. The
information required by this Item 29 with respect to
each director, officer and partner 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. 812-8510).
Item 30 . Location of Accounts and
Records
(1) Smith Barney Inc.
388 Greenwich Street
7 New York, New York 10013
(2) Smith Barney Equity Funds
388 Greenwich Street
New York, New York 10013
(3) Smith Barney Mutual Funds Management
Inc. 388 Greenwich Street
New York, New York 10013
(4) Smith Barney Strategy Advisers Inc.
388 Greenwich Street
New York, New York 10013
(5) PNC Bank, National Association
17th and Chestnut Streets
Philadelphia, PA 19103
(6) First Data Investor Services Group
One Exchange Place
Boston, Massachusetts 02109
Item 31 Management Services
Not Applicable.
Item 32 Undertakings
(a) The Registrant hereby undertakes to call
a meeting of its shareholders for the purpose
of voting upon the question of removal of a
trustee or trustees of Registrant when
requested in to do so by the holders of at
least 10% of Registrant's outstanding shares.
Registrant undertakes further, in connection
with the meeting, to comply with the provisions
of Section 16(c) of the 1940 Act relating
to communications with the shareholders of
certain common-law trusts.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, and the Investment Company Act of
1940, as amended, the Registrant, SMITH BARNEY EQUITY
FUNDS, has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City
of New York, State of New York on the 28th day of March,
1996.
SMITH BARNEY EQUITY FUNDS
By: /s/ Heath B. McLendon*
Heath B. McLendon, Chairman
of
the Board
Pursuant to the requirements of the Securities Act
of 1933, as amended, this Post-Effective Amendment to
the Registration Statement has been signed below by
the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ Heath B. McLendon Chairman of the
Board 3/28/96
Heath B. McLendon (Chief Executive Officer)
/s/ Lewis E. Daidone Senior Vice President
and
3/28/96
Lewis E. Daidone Treasurer (Chief Financial
and Accounting Officer)
/s/ Lee Abraham*
Trustee 3/28/96
Lee Abraham
/s/ Antoinette C. Bentley*
Trustee 3/28/96
Antoinette C. Bentley
/s/ Allan J. Bloostein*
Trustee
3/28/96
Allan J. Bloostein
/s/ Madelon Devoe-Talley*
Trustee 3/28/96
Madelon Devoe-Talley
/s/ Richard E. Hanson*
Trustee 3/28/96
Richard E. Hanson
* Signed by Lee. D. Augsburger, their duly
authorized attorney-in-fact, pursuant to power of
attorney dated October 27, 1992.
/s/ Lee D. Augsburger
Lee D. Augsburger
