SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
SMITH BARNEY SHEARSON MASSACHUSETTS MUNICIPALS FUND
(Name of Registrant)
Two World Trade Center, New York, New York 10048
(Address of principal executive offices)
Benenficial Interest, $.001 par value
(Title of securities with respect to which Notice is filed)
File Nos. 33-11417 and 811-4994
The following information is required pursuant to Rule 24f-2(b) (1):
(i). Period for which Notice is filed:
December 1, 1992 to November 30, 1993
(ii). Number or amount 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:
None
(iii). Number or amount of securities, if any, registered during
such fiscal year other than pursuant to Rule 24f-2:
None
(iv). Number and amount of securities sold during such fiscal year
(excludes
shares issued upon reinvestment of dividends):
1,952,182 shares
$25,833,921
(v). Number and amount of securities sold during such fiscal year in
reliance upon registration pursuant to Rule 24f-2 (excludes
shares issued upon reinvestment of dividends):
1,952,182 shares
$25,833,921 (1)
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: January 24, 1994
SMITH BARNEY SHEARSON
MASSACHUSETTS MUNICIPALS FUND
By /s/ Christina
Haage
Christina Haage, Assistant
Treasurer
(1) The actual aggregate sales price for which such securities were
sold was $25,833,921. During the fiscal year ended November 30, 1993 the
actual aggregate redemption price of securities of the same class redeemed by
the Registrant was $4,465,575. No portion of such aggregate 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: $25,833,921 - $4,465,575 =
$21,368,346 x $.00034483 = $7,368.45.
g:/shared/domestic/clients/funds/mamu/24f2.doc
January 24, 1994
Smith Barney Shearson Massachusetts Municipals Fund
Two World Trade Center
New York, New York 10048
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney Shearson Massachusetts
Municipals Fund, a Massachusetts business trust (the "Fund"), of a Notice (the
"Notice") pursuant Rule 24f-2 under the Investment Company Act of 1940, as
amended (the "1940 Act"), for the Fund's fiscal year ended November 30, 1993,
you have requested that the undersigned provide the legal opinion required by
that Rule.
In accordance with Rule 24f-2, the Fund has registered an indefinite
number of shares of beneficial interest, $.001 par value, under the
Securities Act of 1933, as amended. The purpose of the Notice is to make
definite the registration of 1,952,182 shares of the Fund (the "Shares") sold
in reliance upon the Rule during the fiscal year ended November 30,1993.
The undersigned is Assistant Vice President and Counsel of The Boston
Company Advisors, Inc., the Fund's administrator, and in such capacity, from
time to time and for certain purposes, acts as counsel to the Fund. I have
examined copies of the Fund'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 Assistant Treasurer of the Fund to the effect
that the Fund received the cash consideration for each of the Shares in
accordance with the aforementioned trust documents and votes.
Smith Barney Shearson Massachusetts Municipals Fund
January 24, 1994
Page Two
On the basis of the foregoing, and assuming all of the Shares were sold
in accordance with the terms of the Fund's Prospectus 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 Securities Act of 1933, as amended, the
1940 Act or applicable State "blue sky" laws in connection with the sales of
the Shares.
The Fund 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 Fund.
However, the Fund's Master Trust Agreement provides that if a shareholder of
the Fund 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 the Fund to be held harmless from and indemnified against all loss and
expense arising from such liability. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Fund itself would be unable to meet its
obligations.
Very truly yours,
/s/ Christine A. Pastelis
Christine A. Pastelis
Assistant Vice President
and Counsel
shared\domestic\clients\shearson\funds\mamu\24f2leg.doc
