Registration No. 33-11417
811-4994
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
X
Pre-Effective Amendment No. _____
Post-Effective Amendment No. 14
X
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 X
Amendment No. 15
X
SMITH BARNEY SHEARSON MASSACHUSETTS MUNICIPALS FUND
(Exact name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York 10048
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code:
(212) 720-9218
Christina T. Sydor
Secretary
Smith Barney Shearson Massachusetts Municipals Fund
1345 Avenue of the Americas
New York, New York 10105
(Name and Address of Agent of Service)
Approximate Date of Proposed Public Offering:
As soon as possible after this Post-Effective Amendment
becomes effective.
It is proposed that this filing will become effective:
______ immediately upon filing pursuant to Rule 485(b)
on ________ pursuant to Rule 485(b)
60 days after filing pursuant to Rule 485(a)
X on November 7, 1994 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. The Registrant's Rule 24f-2 Notice for the fiscal year ending
November 30, 1993 was filed on January 28, 1994.
SMITH BARNEY SHEARSON MASSACHUSETTS MUNICIPALS FUND
FORM N-IA
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)
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; Massachusetts
Municipal Securities;
Additional Information
5. Management of the Fund
Management of the Fund;
Distributor; Additional
Information; Annual Report
6. Capital Stock and Other
Securities
Additional Information; Dividends,
Distributions and Taxes
7. Purchase of Securities Being
Offered
Purchase of Shares;
Valuation of Shares; Shareholder
Services; Distributor
8. Redemption or Repurchase
Purchase of Shares; Redemption of
Shares
9. Legal Proceedings
Not Applicable
Part B
Item No.
Statement of
Additional Information Caption
10. Cover Page
Cover Page
11. Table of Contents
Contents
12. General Information
Distributor; Additional
Information;
13. Investment Objectives and
Policies
Investment Objective and
Management Policies; Municipal
Bonds
14. Management of the Fund
Management of the Fund;
Distributor;
15. Control Persons and Principal
Holders of Securities
Management of the Fund
16. Investment Advisory and Other
Services
Management of the Fund;
Distributor
17. Brokerage Allocation
Investment Objective and
Management Policies; Distributor
18. Capital Stock and Other
Securities
Purchase of Shares; Redemption of
Shares; Taxes
19. Purchase, Redemption and
Pricing of
Securities Being Offered
Purchase of Shares; Redemption of
Shares; Valuation of Shares;
Exchange Privilege;
20. Tax Status
Taxes
21. Underwriters
Distributor
22. Calculation of Performance
Data
Performance Data
23. Financial Statements
Financial Statements
SMITH BARNEY SHEARSON MASSACHUSETTS MUNICIPALS FUND
FORM N-1A
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)
Part A (Prospectus) and Part B (Statement of Additional Information) are
incorporated by reference to Post-Effective Amendment No. 13 as filed with the
Securities and Exchange Commission on January 28, 1994 Accesssion Number
53798-94-000055
<PAGE>
SMITH BARNEY
ADJUSTABLE RATE GOVERNMENT INCOME FUND
ARIZONA MUNICIPALS FUND INC.
EUROPEAN FUND
FLORIDA MUNICIPALS FUND
GLOBAL OPPORTUNITIES FUND
GROWTH AND INCOME FUND
INTERMEDIATE MATURITY CALIFORNIA MUNICIPALS FUND
INTERMEDIATE MATURITY NEW YORK
MUNICIPALS FUND
INVESTMENT GRADE BOND FUND
LIMITED MATURITY MUNICIPALS FUND
LIMITED MATURITY TREASURY FUND
MASSACHUSETTS MUNICIPALS FUND
OREGON MUNICIPALS FUND
PRECIOUS METALS AND MINERALS FUND INC.
TELECOMMUNICATIONS GROWTH FUND
SUPPLEMENT DATED NOVEMBER 7, 1994 TO PROSPECTUSES*
INTRODUCTION. To complete the consolidation of the Smith Barney
Shearson
and the Smith Barney mutual fund complexes, on November 7, 1994, the above
funds
(each a "Fund") implemented a uniform class and sales charge structure.
This
pricing system, which is based on a recently completed, comprehensive study
by
Smith Barney Inc. ("Smith Barney") of both the Smith Barney mutual funds
and
their competitors, entails adding and reclassifying certain share classes
and
minor adjustments of certain sales charges.
Under the new system, each Fund now offers Class A, B, C and Y shares
to
the public. The Class A and Class B shares under the new pricing structure
are
identical to the former Class A and Class B shares of the Fund. Class D
shares
have been reclassified as "Class C" shares and have the distribution fee
and
service fee shown below. Class C shares purchased under the universal
pricing
system are subject to a one-year, 1% contingent deferred sales charge
("CDSC").
Shares classified as "Class C" shares prior to the universal pricing system
have
been reclassified as "Class Z" shares and are not subject to any sales
charges
or distribution or service fee. These shares are offered exclusively to
(a)
tax-exempt employee benefit plans of Smith Barney and its affiliates and
(b)
unit investment trusts ("UITs") sponsored by Smith Barney and its affiliates.
In
addition, a new class of shares, Class Y shares, are offered to purchasers
who
invest at least $5 million. These shares are not subject to any sales
charges,
distribution fee or service fee.
<PAGE>
Effective as of November 7, 1994, the following changes to the disclosure in
the
Fund's prospectus apply:
EUROPEAN FUND
GLOBAL OPPORTUNITIES FUND
GROWTH AND INCOME FUND
PRECIOUS METALS AND MINERALS FUND INC.
TELECOMMUNICATIONS GROWTH FUND
------------------------------
<TABLE>
<CAPTION>
FRONT-END
CLASS A SALES CHARGE SERVICE FEE
- --------- ------------- ------------------
<S> <C> <C> <C>
Under $25,000 5.00% 0.25%
$25,000 to $50,000 4.00 0.25
$50,000 to $100,000 3.50 0.25
$100,000 to $250,000 3.00 0.25
$250,000 to $500,000 2.00 0.25
$500,000 and over* 0.00 0.25
<CAPTION>
CLASS B CDSC SERVICE FEE DISTRIBUTION FEE
- --------- ----------- ------------- ------------------
<S> <C> <C> <C>
Year 1 5.00% 0.25% 0.75%
Year 2 4.00 0.25 0.75
Year 3 3.00 0.25 0.75
Year 4 2.00 0.25 0.75
Year 5 1.00 0.25 0.75
Year 6 0.00 0.25 0.75
<CAPTION>
CLASS C CDSC SERVICE FEE DISTRIBUTION FEE
- --------- ----------- ------------- ------------------
<S> <C> <C> <C>
Year 1 1% 0.25% 0.75%
Year 2 0 0.25 0.75
<FN>
- ------------------------
* These shares are subject to a 1.0% CDSC for the first year only.
The
investment adviser and sub-administrator, at their own expense, provide
a
"finder's fee" to Financial Consultants in respect of these sales.
</TABLE>
-2-
<PAGE>
INVESTMENT GRADE BOND FUND
--------------------------
<TABLE>
<CAPTION>
FRONT-END
CLASS A SALES CHARGE SERVICE FEE
- --------- ------------- ------------------
<S> <C> <C> <C>
Under $25,000 4.50% 0.25%
$25,000 to $50,000 4.00 0.25
$50,000 to $100,000 3.50 0.25
$100,000 to $250,000 2.50 0.25
$250,000 to $500,000 1.50 0.25
$500,000 and over* 0.00 0.25
<CAPTION>
CLASS B CDSC SERVICE FEE DISTRIBUTION FEE
- --------- ----------- ------------- ------------------
<S> <C> <C> <C>
Year 1 4.50% 0.25% 0.50%
Year 2 4.00 0.25 0.50
Year 3 3.00 0.25 0.50
Year 4 2.00 0.25 0.50
Year 5 1.00 0.25 0.50
Year 6 0.00 0.25 0.50
<CAPTION>
CLASS C CDSC SERVICE FEE DISTRIBUTION FEE
- --------- ----------- ------------- ------------------
<S> <C> <C> <C>
Year 1 1% 0.25% 0.45%
Year 2 0 0.25 0.45
<FN>
- ------------------------
* These shares are subject to a 1.0% CDSC for the first year only.
The
investment adviser and sub-administrator, at their own expense, provide
a
"finder's fee" to Financial Consultants in respect of these sales.
</TABLE>
ARIZONA MUNICIPALS FUND
FLORIDA MUNICIPALS FUND
MASSACHUSETTS MUNICIPALS FUND
OREGON MUNICIPALS FUND
----------------------
<TABLE>
<CAPTION>
FRONT-END
CLASS A SALES CHARGE SERVICE FEE
- --------- ------------- ------------------
<S> <C> <C> <C>
Under $25,000 4.00% 0.15%
$25,000 to $50,000 3.50 0.15
$50,000 to $100,000 3.00 0.15
$100,000 to $250,000 2.50 0.15
$250,000 to $500,000 1.50 0.15
$500,000 and over* 0.00 0.15
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
CLASS B CDSC SERVICE FEE DISTRIBUTION FEE
- --------- ------------- ------------- ------------------
<S> <C> <C> <C>
Year 1 4.50% 0.15 0.50
Year 2 4.00% 0.15 0.50
Year 3 3.00% 0.15 0.50
Year 4 2.00% 0.15 0.50
Year 5 1.00% 0.15 0.50
Year 6 0.00% 0.15 0.50
<CAPTION>
CLASS C CDSC SERVICE FEE DISTRIBUTION FEE
- --------- ------------- ------------- ------------------
<S> <C> <C> <C>
Year 1 1% 0.15% 0.55%
Year 2 0 0.15 0.55
<FN>
- ------------------------------
* These shares are subject to a 1.0% CDSC for the first year only.
The
investment adviser and sub-administrator, at their own expense, provide
a
"finder's fee" to Financial Consultants in respect of these sales.
</TABLE>
INTERMEDIATE MATURITY CALIFORNIA MUNICIPALS FUND
INTERMEDIATE MATURITY NEW YORK MUNICIPALS FUND
LIMITED MATURITY MUNICIPALS FUND
LIMITED MATURITY TREASURY FUND
----------------------------
<TABLE>
<CAPTION>
FRONT-END
CLASS A SALES CHARGE SERVICE FEE
- --------- ------------- ------------------
<S> <C> <C> <C>
Up to $500,000 2.0% 0.15%
$500,000 and over* 0.0 0.15
<CAPTION>
CLASS C CDSC SERVICE FEE DISTRIBUTION FEE
- --------- ------------- ------------- ------------------
<S> <C> <C> <C>
Year 1 1% 0.15% 0.20%
Year 2 0 0.15% 0.20
<FN>
- ------------------------
* These shares are subject to a 1.0% CDSC for the first year only.
The
investment adviser and sub-administrator, at their own expense, provide
a
"finder's fee" to Financial Consultants in respect of these sales.
</TABLE>
-4-
<PAGE>
ADJUSTABLE RATE GOVERNMENT INCOME FUND
-------------------------------------
<TABLE>
<CAPTION>
Front-End
Class Sales Charge CDSC Service Fee
- ---------- ------------- ------------- ------------------
<S> <C> <C> <C>
Class A 0.0% -- .75%
Class B* -- 3.0% .25
Class C* -- 1.0 .25
<FN>
- ------------------------------
* Only investors in the Smith Barney 401(k) Program may purchase Class B
and
Class C shares of the Fund. Class B and Class C shares acquired by
Participating
Plans will be subject to an eight year 3% CDSC and a four year 1%
CDSC,
respectively, payable upon a Participating Plan's withdrawal from the
Smith
Barney 401(k) Program. See "Smith Barney 401(k) Program," below. All
other
investors may acquire Class B shares of the Fund through exchange only.
Upon
such an exchange, the new Class B shares will be subject to the same CDSC,
and
will be deemed to have been purchased on the same date, as the Class B shares
of
the fund that have been exchanged.
</TABLE>
Each share of Class A, B, C, Y and Z represents an identical pro
rata
interest in the investment portfolio of the respective Funds. The
only
difference among the Classes is the different expenses that will be incurred
for
distribution fees, transfer agency fees and certain other expenses
clearly
identifiable to one Class. To the extent those expenses differ,
investment
returns among the Classes will vary. All other expenses, including advisory
and
administrative fees, custody fees and other generally applicable fund
expenses,
will continue to be incurred at the portfolio level and would therefore
be
reflected in each shareholder's investment return equally, regardless of
Class.
MODIFICATION OF SERVICES AND DISTRIBUTION PLANS. Under the
universal
pricing system, the newly-identified Class C shares are subject to an
annual
service fee equal to 0.25% of the average daily net assets of the Class for
the
equity and taxable fixed income funds and 0.15% for municipal funds.
In
addition, Class C shares are subject to an annual distribution fee equal
to
0.75% of the average daily net assets of the Class for equity funds, 0.45%
for
taxable fixed income funds and 0.55% for municipal funds. The distribution
fee
is intended to compensate Smith Barney over time for its expenses in
paying
Financial Consultants upon the sale of those shares, thus allowing an
investor
to have all of his or her funds invested immediately and to spread the
sales
cost over time.
The Class B and Class C distribution fees are paid as compensation
for
services, and not as reimbursement for specific expenses incurred. Thus, even
if
the distributor's actual expenses exceed the 12b-1 fee, the Fund would not
be
obligated to pay more than that fee. Conversely, if the distributor's
expenses
are less than the 12b-1 fee, it would be entitled to retain the full fee
and
realize a profit, which would be subject to the Board's regular review
and
consideration in connection with the annual renewal of the amended Services
and
Distribution Plans.
SMITH BARNEY 401 (K) PROGRAM. Investors may be eligible to
participate
in the Smith Barney 401 (k) Program (the "Program"), which is generally
designed
to
-5-
<PAGE>
assist plan sponsors in the creation and operation of retirement plans
under
Section 401 (a) of the Internal Revenue Code of 1986, as amended (the
"Code"),
as well as other types of participant-directed, tax-qualified employee
benefit
plans (collectively, the "Participating Plans"). Class A, Class B, Class C
and
Class Y shares may be available as investment alternatives to
Participating
Plans.
Under the universal pricing system, Class A shares are offered
without
any sales charge to any Participating Plan that purchases from $500,000
to
$4,999,999 of Class A shares of one or more funds in the Smith Barney Group
of
Funds. Class A shares acquired by such Plans are subject to an annual
service
fee of 0.25% of the average daily net assets of the Class (0.15% in the case
of
the Smith Barney Income Trust). In addition, if a Participating Plan
withdraws
from the Program within four years from the date of its enrollment in
the
Program a CDSC of 1% will be assessed on all redeemed Class A shares that
were
subject to a sales charge upon initial purchase. Class A shares held by
a
Participating Plan upon implementation of the universal pricing system will
not
be subject to any CDSC.
Class B shares are offered to any Participating Plan that purchases
less
than $250,000. Class B shares acquired through the Program by a
Participating
Plan are subject to an annual service fee of 0.25% of the average daily
net
assets of the Class, an annual distribution fee of 0.75% (0.50% in the case
of
taxable fixed income funds) and an eight year, 3% CDSC payable upon the
Plan's
withdrawal from the Program. After eight years from the date of a
Plan's
enrollment, all Class B shares held by such Plan shall be eligible
for
conversion to Class A shares of the Fund.
Class C shares are offered to Participating Plans that purchase
from
$250,000 to $499,999. Class C shares acquired through the Program after
the
implementation of the universal pricing system are subject to an annual
service
fee of 0.25% of the average daily net assets of the Class, a distribution fee
of
0.75% (0.45% in the case of taxable fixed income funds) and a CDSC of 1% if
the
Participating Plan withdraws from the Program within four years from the date
of
its enrollment in the Program. Class C shares (formerly Class D shares) held
by
a Participating Plan upon implementation of the universal pricing system
will
not be subject to any CDSC. In any year that the Class C shares held by
a
Participating Plan equal $500,000 at year end, the Class C shares shall
be
eligible for conversion to Class A shares of the Fund.
Class Y shares are offered without any service or distribution
fees,
sales charges or CDSC to any Participating Plan that purchases over
$5,000,000
of Class Y shares of one or more funds in the Smith Barney Group of Funds.
The CDSC will be waived on redemptions of Class A, Class B and Class
C
shares in connection with lump-sum or other distributions made by
a
Participating Plan as a result of: (a) the retirement of an employee in
the
Participating Plan; (b) the termination of employment of an employee in
the
Participating Plan;
-6-
<PAGE>
(c) the death or disability of an employee in the Participating Plan; (d)
the
attainment of age 59 1/2 by an employee in the Participating Plan; (e)
hardship
of an employee in the Participating Plan to the extent permitted under
Section
401(k) of the Code; or (f) redemptions of shares in connection with a loan
made
by the Participating Plan to an employee.
Participating Plans wishing to acquire shares of the Fund through
the
Smith Barney 401(k) Program must purchase such shares directly from
The
Shareholder Services Group, Inc., a subsidiary of First Data
Corporation
("TSSG"). For further information regarding the Smith Barney 401(k)
Program,
investors should contact their Smith Barney Financial Consultant.
RECOMMENDED PURCHASE OPTIONS. Smith Barney recommends that in view
of
the relative sales charge and distribution fees applicable to the
Classes,
single investments of $250,000 or more should be made in Class A shares
and
investments of $5,000,000 or more should be made in Class Y shares. Smith
Barney
also recommends that purchases of Class C shares, which when combined
with
current holdings of Class C shares of the Fund equal or exceed $500,000 in
the
aggregate, should be made in Class A shares.
INVESTMENT MINIMUMS. Investors in Class A, Class B and Class C
shares
may open an account by making an initial investment of at least $1,000 for
each
account, or $250 for an IRA or Self-Employed Retirement Plan in the
Fund.
Investors in Class Y shares may open an account for an initial investment
of
$5,000,000. Subsequent investments of at least $50 may be made for all
Classes.
For participants in retirement plans qualified under Section 403(b)(7)
or
Section 401(a) of the Code, the minimum initial and subsequent investment in
the
Fund is $25 and for the Fund's Systematic Investment Plan, the minimum
initial
and subsequent investment is $100. There are no minimum investment
requirements
for (a) employees of The Travelers Inc. ("Travelers") and its
subsidiaries,
including Smith Barney, (b) unit holders of a UIT sponsored by Smith Barney
and
(c) board members of the Fund and members of their immediate families.
SYSTEMATIC INVESTMENT PLAN. Shareholders of Class A, Class B, Class
C
and Class Y shares may make additions to their accounts at any time
by
purchasing shares through a service known as the Systematic Investment
Plan.
Under the Systematic Investment Plan, Smith Barney or TSSG is authorized
through
pre-authorized transfers of $100 or more to charge the regular bank account
or
other financial institution indicated by the shareholder on a monthly
or
quarterly basis to provide systematic additions to the shareholder's account.
A
shareholder whose check is returned for insufficient funds will be charged a
fee
of up to $25 by Smith Barney. The Systematic Investment Plan also
authorizes
Smith Barney to apply cash held in the shareholder's Smith Barney
brokerage
account or shares of a Smith Barney money market fund to make
additional
purchases of the Fund's shares. Additional information is available from
the
Fund or your Financial Consultant.
-7-
<PAGE>
SALES CHARGE WAIVERS -- CLASS A SHARES. Purchases of Class A shares
may
be made at net asset value without a sales charge in the
following
circumstances: (a) sales of Class A shares to board members of the Fund
and
employees of Travelers and its subsidiaries, or to members of the
immediate
family of such persons (including the surviving spouse of a deceased
board
member or employee, and retired board members or employees), or sales to
any
trust, pension, profit-sharing or other benefit plan for such persons
provided
such sales are made upon the assurance of the purchaser that the purchase
is
made for investment purposes and that the securities will not be re-sold
except
through redemption or repurchase; (b) purchases of Class A shares if such
shares
are purchased with the proceeds from a redemption of shares of an
investment
company distributed by an entity other than Smith Barney if such redemption
has
occurred no more than 30 days prior to the purchase of shares of the Fund
and
the investor paid a sales charge; (c) offers of Class A shares to any
other
investment company in connection with the combination of such company with
the
Fund by merger, acquisition of assets or otherwise; (d) purchases of Class
A
shares by any client of a newly-employed Smith Barney Financial Consultant
(for
a period up to 90 days from the commencement of the Financial
Consultant's
employment with Smith Barney), on the condition the purchase of Class A
shares
is made with the proceeds of the redemption of shares of a mutual fund which
(i)
was sponsored by the Financial Consultant's prior employer, (ii) was sold to
the
client by the Financial Consultant and (iii) was subject to a sales charge;
(e)
shareholders who have redeemed Class A shares in the Fund (or Class A shares
of
another fund in the Smith Barney Group of Funds that are sold with a
sales
charge) and who wish to reinvest their redemption proceeds in the Fund,
provided
the reinvestment is made within 60 calendar days of the redemption; and
(f)
accounts managed by registered investment advisory subsidiaries of Travelers.
In
order to obtain such discounts, the purchaser must provide
sufficient
information at the time of purchase to permit verification that the
purchase
would qualify for the elimination of the sales charge.
GROUP PURCHASES FOR CLASS A SHARES. Upon completion of certain
automated
systems, a reduced sales charge or purchase at net asset value will also
be
available to employees and partners of the same employer purchasing Class
A
shares as a group, provided each participant makes the minimum
initial
investment required. The sales charge applicable to purchases by each member
of
such a group will be determined by the table set forth above and will be
based
upon the aggregate sales of Class A shares to, and share holdings of,
all
members of the group. To be eligible for such reduced sales charges or
to
purchase at net asset value, all purchases must be pursuant to an employer-
or
partnership-sanctioned plan meeting certain requirements; one such
requirement
is that the plan must be open to specified partners or employees of the
employer
and its subsidiaries, if any. Such plan may, but is not required to, provide
for
payroll deductions, IRAs or investment pursuant to retirement plans
under
Sections 401 or 408 of the Code. Smith Barney may also offer a reduced
sales
charge or net asset value purchase for
-8-
<PAGE>
aggregating related fiduciary accounts under such conditions that Smith
Barney
will realize economies of sales efforts and sales related expenses.
An
individual who is a member of a qualified group may also purchase Class A
shares
of the Fund at the reduced sales charge applicable to the group as a whole.
The
sales charge is based upon the aggregate dollar value of Class A
shares
previously purchased and still owned by the group, plus the amount of
the
current purchase. A "qualified group" is one which (a) has been in existence
for
more than six months, (b) has a purpose other than acquiring Fund shares at
a
discount and (c) satisfies uniform criteria which enables Smith Barney
to
realize economies of scale in its costs of distributing shares. A
qualified
group must have more than 10 members, must be available to arrange for
group
meetings between representatives of the Fund and the members, and must agree
to
include sales and other materials related to the Fund in its publications
and
mailings to members at no cost to the distributor. In order to obtain
such
reduced sales charge or to purchase at net asset value, the purchaser
must
provide sufficient information at the time of purchase to permit
verification
that the purchase qualifies for the reduced sales charge. Approval of
group
purchase reduced sales charge plans is subject to the discretion of
Smith
Barney.
LETTER OF INTENT FOR CLASS A SHARES. A Letter of Intent for amounts
of
$50,000 or more provides an opportunity for an investor to obtain a
reduced
sales charge by aggregating the investment in Class A shares over a 13-
month
period, provided that the investor refers to such Letter when placing
orders.
For purposes of a Letter of Intent, the amount of the transaction
includes
purchases of all Class A shares of the Fund over the 13-month period based
on
the total amount of intended purchases plus the value of all Class A shares
of
the Fund previously purchased and still owned. An alternative is to compute
the
13-month period starting up to 90 days before the date of execution of a
Letter
of Intent. Each investment made during the period receives the reduced
sales
charge applicable to the total amount of the investment goal. If the goal is
not
achieved within the period, the investor must pay the difference between
the
sales charges applicable to the purchases made and the charges previously
paid,
or an appropriate number of escrowed shares will be redeemed. New Letters
of
Intent will be accepted beginning January 1, 1995. See form of a Letter
of
Intent at the end of this Prospectus Supplement.
WAIVERS OF CDSC -- CLASS A, CLASS B AND CLASS C SHARES. The CDSC
on
Class A, Class B and Class C shares will be waived on: (a) exchanges;
(b)
automatic cash withdrawals in amounts equal to or less than 1% per month of
the
value of the shareholder's shares at the time the withdrawal plan commences
(see
below) (provided, however, that automatic cash withdrawals in amounts equal
to
or less than 2% per month of the value of the shareholder's shares will
be
permitted for withdrawal plans that were established prior to November 7,
1994);
(c) redemptions of shares within twelve months following the death or
disability
of the shareholder; (d) redemption of shares made in connection with
qualified
-9-
<PAGE>
distributions from retirement plans or IRAs upon attainment of age 59 1/2;
(e)
involuntary redemptions; and (f) redemptions of shares in connection with
a
combination of the Fund with any investment company by merger, acquisition
of
assets or otherwise. In addition, a shareholder who has redeemed shares
from
other funds in the Smith Barney Group of Funds may, under certain
circumstances,
reinvest all or part of the redemption proceeds within 60 days and receive
PRO
RATA credit for any CDSC imposed on the prior redemption.
EXCHANGE PRIVILEGES. Except as otherwise noted below, shares of
each
Class may be exchanged for shares of the same Class in the following funds
in
the Smith Barney Group of Funds, to the extent shares are offered for sale
in
the shareholder's state of residence. Exchanges of Class A, Class B and Class
C
shares are subject to minimum investment and other requirements of the fund
into
which exchanges are made and a sales charge differential may apply.
<TABLE>
<C> <S>
Fund Name
-----------------------------------------------------------------------------
- ----
MUNICIPAL BOND FUNDS
* Smith Barney Limited Maturity Municipals Fund
Smith Barney Managed Municipals Fund Inc.
Smith Barney Tax-Exempt Income Fund
Smith Barney Arizona Municipals Fund Inc.
* Smith Barney Intermediate Maturity California Municipals Fund
Smith Barney California Municipals Fund Inc.
Smith Barney Florida Municipals Fund
Smith Barney Massachusetts Municipals Fund
Smith Barney New Jersey Municipals Fund Inc.
* Smith Barney Intermediate Maturity New York Municipals Fund
Smith Barney New York Municipals Fund Inc.
Smith Barney Oregon Municipals Fund
Smith Barney Muni Funds -- National Portfolio
* Smith Barney Muni Funds -- Limited Term Portfolio
Smith Barney Muni Funds -- California Portfolio
* Smith Barney Muni Funds -- California Limited Term Portfolio
Smith Barney Muni Funds -- Florida Portfolio
* Smith Barney Muni Funds -- Florida Limited Term Portfolio
Smith Barney Muni Funds -- New Jersey Portfolio
Smith Barney Muni Funds -- New York Portfolio
Smith Barney Muni Funds -- Georgia Portfolio
Smith Barney Muni Funds -- Pennsylvania Portfolio
Smith Barney Muni Funds -- Ohio Portfolio
INCOME FUNDS
** Smith Barney Adjustable Rate Government Income Fund
* Smith Barney Limited Maturity Treasury Fund
</TABLE>
-10-
<PAGE>
<TABLE>
<C> <S>
Smith Barney Diversified Strategic Income Fund
Smith Barney Managed Governments Fund Inc.
Smith Barney Government Securities Fund
Smith Barney Investment Grade Bond Fund
Smith Barney High Income Fund
Smith Barney Global Bond Fund
Smith Barney World Funds, Inc. -- Global Government Bond Portfolio
Smith Barney Funds, Inc. -- Utility Portfolio
Smith Barney Funds, Inc. -- U.S. Government Securities Portfolio
Smith Barney Funds, Inc. -- Monthly Payment Government Portfolio
Smith Barney Funds, Inc. -- Income Return Account Portfolio
*** Smith Barney Funds, Inc. -- Short-Term U.S. Treasury Securities Portfolio
GROWTH AND INCOME FUNDS
Smith Barney Convertible Fund
Smith Barney Growth and Income Fund
Smith Barney Utilities Fund
Smith Barney Strategic Investors Fund
Smith Barney Premium Total Return Fund
Smith Barney Funds, Inc. -- Income and Growth Portfolio
GROWTH FUNDS
Smith Barney Appreciation Fund Inc.
Smith Barney Fundamental Value Fund Inc.
Smith Barney Telecommunications Growth Fund
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Special Equities Fund
Smith Barney Global Opportunities Fund
Smith Barney European Fund
Smith Barney Precious Metals and Minerals Fund Inc.
Smith Barney World Funds, Inc. -- International Equity Portfolio
Smith Barney World Funds, Inc. -- European Portfolio
Smith Barney World Funds, Inc. -- Pacific Portfolio
Smith Barney World Funds, Inc. -- Emerging Markets Portfolio
Smith Barney Funds, Inc. -- Capital Appreciation Portfolio
MONEY MARKET FUNDS
+ Smith Barney Exchange Reserve Fund
++ Smith Barney Money Funds, Inc. -- Cash Portfolio
++ Smith Barney Money Funds, Inc. -- Government Portfolio
*** Smith Barney Money Funds, Inc. -- Retirement Portfolio
*** Smith Barney Municipal Money Fund, Inc.
*** Smith Barney Muni Funds -- California Money Market Portfolio
*** Smith Barney Muni Funds -- New York Money Market Portfolio
</TABLE>
-11-
<PAGE>
<TABLE>
<C> <S>
<FN>
------------------------
* Available for exchange with Class A, Class C and Class Y shares of the
Fund.
** Available for exchange with Class A, Class B and Class Y shares of the
Fund.
In addition, shareholders who own Class C shares of the Fund through
the
Smith Barney 401(k) Program may exchange those shares for Class C shares
of
this fund.
*** Available for exchange with Class A shares of the Fund, and Class Y
shares
in the case of Smith Barney Municipal Money Market Fund, Inc.
+ Available for exchange with Class B and Class C shares of the Fund.
++ Available for exchange with Class A and Class Y shares of the Fund.
In
addition, shareholders who own Class C shares of the Fund through the
Smith
Barney 401(k) Program may exchange those shares for Class C shares of
this
fund.
</TABLE>
Investors who held Class B shares of the Smith Barney Shearson Short-
Term
World Income Fund (the "World Income Fund") on July 15, 1994 that
are
subsequently exchanged for Class B shares of the Fund will be offered
the
opportunity to exchange all such Class B shares for Class A shares of the
Fund
four years after the date on which the original World Income Fund Class B
shares
were purchased. Holders of such Class B shares will be notified of the
pending
exchange in writing approximately 60 days before the fourth anniversary of
the
purchase date and, unless the exchange is rejected in writing, the exchange
will
occur on or about the fourth anniversary date.
AUTOMATIC CASH WITHDRAWAL PLAN. The Fund offers shareholders
an
automatic cash withdrawal plan, under which shareholders who own shares with
a
value of at least $10,000 may elect to receive periodic cash payments of
at
least $100 monthly. Retirement plan accounts are eligible for automatic
cash
withdrawal plans only where the shareholder is eligible to receive
qualified
distributions and has an account value of at least $5,000. The withdrawal
plan
will be carried over on exchanges between funds or Classes of the Fund.
Any
applicable CDSC will not be waived on amounts withdrawn by a shareholder
that
exceed 1% per month of the value of the shareholder's shares subject to the
CDSC
at the time the withdrawal plan commences. With respect to withdrawal plans
in
effect prior to November 7, 1994, any applicable CDSC will be waived on
amounts
withdrawn that do not exceed 2% per month of the shareholder's shares subject
to
CDSC. For further information regarding the automatic cash withdrawal
plan,
shareholders should contact their Smith Barney Financial Consultants.
MINIMUM ACCOUNT SIZE. The Fund reserves the right to
involuntarily
liquidate any shareholder's account in the Fund if the aggregate net asset
value
of the shares held in the Fund account is less than $500. (If a shareholder
has
more than one account in the Fund, each account must satisfy the minimum
account
size.) The Fund, however, will not redeem shares based solely on
market
reductions in net asset value. Before the Fund exercises such
right,
shareholders will receive written notice and will be permitted 60 days to
bring
accounts up to the minimum to avoid automatic redemption.
-12-
<PAGE>
FINANCIAL HIGHLIGHTS. The information set forth in Appendix A should
be
read in conjunction with the financial statements and related notes that
appear
in the Fund's Semi-Annual Report.
- ------------------------
*Prospectuses dated:
<TABLE>
<S> <C> <C>
<C>
Adjustable Rate Government
Income Fund 07/30/94
Arizona Municipals Fund Inc. 07/30/94 Investment Grade Bond Fund
03/01/94
European Fund 03/01/94 Limited Maturity Municipals Fund
01/29/94
Florida Municipals Fund 12/30/94 Limited Maturity Treasury Fund
01/29/94
Global Opportunities Fund 06/29/94 Massachusetts Municipals Fund
01/29/94
Growth and Income Fund 04/01/94 Oregon Municipals Fund
05/23/94
Intermediate Maturity California Precious Metals and Minerals
Municipals Fund 01/29/94 Fund Inc.
12/30/93
Intermediate Maturity New York
Municipals Fund 01/29/94 Telecommunications Growth Fund
03/01/94
</TABLE>
-13-
<PAGE>
APPENDIX A
SMITH BARNEY
FOR A CLASS A SHARE OUTSTANDING FOR THE PERIOD.
<TABLE>
<CAPTION>
PRECIOUS
METALS
INVESTMENT AND
FLORIDA GRADE MASSACHUSETTS MINERALS
TELECOMMUNICATIONS
EUROPEAN MUNICIPALS BOND MUNICIPALS FUND
GROWTH
FUND(B) FUND(C) FUND(E) FUND(F) INC.(G)
FUND(H)
<S> <C> <C> <C> <C> <C>
<C>
------------------------------------------------------------------
- -----------
<CAPTION>
SIX MONTHS SIX MONTHS SIX MONTHS SIX MONTHS SIX
MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED ENDED
ENDED
6/30/94 4/30/94 6/30/94 5/31/94 4/30/94
6/30/94
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
<C>
Net asset
value,
beginning
of
period... $ 14.47 $ 10.53 $ 13.01 $ 13.26 $ 18.89
$ 12.86
Income
from
investment
operations:
Net
investment
income/(loss)... 0.05 0.25+ 0.42 0.35*** (0.03)
(0.02)
Net
realized
and
unrealized
gain/(loss)
on
investments... (0.41) (0.83) (1.69) (0.87) 0.75
(1.34)
-----------------------------------------------------------------------------
- ----------------------
Total from
investment
operations... (0.36) (0.58) (1.27) (0.52) 0.72
(1.36)
-----------------------------------------------------------------------------
- ----------------------
Distributions:
Dividends
from
net
investment
income... (0.26) (0.44) (0.36)
Distributions
from net
realized
capital
gains... (0.03) (0.05)
-----------------------------------------------------------------------------
- ----------------------
Total
distributions... (0.29) (0.44) (0.41) 0.00
0.00
-----------------------------------------------------------------------------
- ----------------------
Net asset
value,
end of
period... $ 14.11 $ 9.66 $ 11.30 $ 12.33 $ 19.61
$ 11.50
-----------------------------------------------------------------------------
- ----------------------
Total
return... (2.49)%+ (5.67)%+ (9.82)%+ (4.04)%++
3.81%+++ (10.58)%+++
-----------------------------------------------------------------------------
- ----------------------
Ratios to
average
net
assets/supplemental
data:
Net
assets,
end of
period
(in
000's)... $ 2,041 $14,764 $12,381 $30,452 $24,404
$74,838
Ratio of
operating
expenses
to
average
net
assets... 2.20%** 0.99%**+++ 1.08%** 0.81%+** 1.81%+
1.24%++
Ratio of
net
investment
income/(loss)
to average
net
assets... 0.80%** 4.94%** 7.06%** 5.44%+
(0.25)%+ (0.28)%++
-----------------------------------------------------------------------------
- ----------------------
Portfolio
turnover
rate..... 50% 20% 12% 26% 12%
5%
-----------------------------------------------------------------------------
- ----------------------
[FOOTNOTES TO BE PROVIDED]
</TABLE>
<PAGE>
SMITH BARNEY
FOR A CLASS B SHARE OUTSTANDING FOR THE PERIOD.
<TABLE>
<CAPTION>
PRECIOUS
METALS
INVESTMENT
AND
FLORIDA GRADE MASSACHUSETTS
MINERALS TELECOMMUNICATIONS
EUROPEAN MUNICIPALS BOND MUNICIPALS
FUND GROWTH
FUND(B) FUND(C) FUND(E) FUND(F)
INC.(G) FUND(H)
<S> <C> <C> <C> <C> <C>
<C>
-------------------------------------------------------------
- -------------------
<CAPTION>
SIX MONTHS SIX MONTHS SIX MONTHS SIX MONTHS SIX
MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED
ENDED ENDED
6/30/94 4/30/94 6/30/94 5/31/94
4/30/94 6/30/94
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
<C>
Net asset
value,
beginning of
period........ $ 14.40 $ 10.53 $ 13.01 $ 13.26 $
18.75 $ 12.77
Income from
investment
operations:
Net investment
income/(loss)... 0.01 0.23+ 0.39 0.32***
(0.09) (0.06)
Net realized
and unrealized
gain/(loss) on
investments... (0.43) (0.83) (0.69) (0.87)
0.73 (1.34)
-----------------------------------------------------------------------------
- -------------------------
Total from
investment
operations.... (0.42) (0.60) (1.30) (0.55)
0.64 (1.40)
-----------------------------------------------------------------------------
- -------------------------
Distributions:
Dividends
from net
investment
income...... -- (0.24) (0.41) (0.33) --
- --
Distributions
from net
realized
capital
gains....... -- (0.03) -- (0.05) --
- --
-----------------------------------------------------------------------------
- -------------------------
Total
distributions... 0.00 (0.27) (0.41) (0.38)
0.00 0.00
-----------------------------------------------------------------------------
- -------------------------
Net asset
value, end of
period........ $ 13.98 $ 9.66 $ 11.30 $ 12.33 $
19.39 $ 11.37
-----------------------------------------------------------------------------
- -------------------------
Total return... (2.92)%+ (5.87)% (10.05)%+ (4.26)%+
3.41+++ (10.96)%
-----------------------------------------------------------------------------
- -------------------------
Ratios to
average net
assets/supplemental
data:
Net assets, end
of period (in
000's)........ $38,029 $36,661 $401,515 $24,388 $
57,005 $185,419
Ratio of
operating
expenses to
average net
assets........ 2.89%** 1.49%**+++ 1.58+++ 1.33++**
2.57%+ 2.07%
Ratio of net
investment
income/(loss)
to average net
assets........ 0.11%** 4.44%** 6.56+++ 4.92++
(1.01)%+ (1.10)%++
-----------------------------------------------------------------------------
- -------------------------
Portfolio
turnover
rate.......... 50% 20% 12% 26%
12% 5%
-----------------------------------------------------------------------------
- -------------------------
[FOOTNOTES TO BE PROVIDED]
</TABLE>
<PAGE>
SMITH BARNEY
FOR A FUND SHARE OUTSTANDING FOR THE PERIOD.
<TABLE>
<CAPTION>
SIX MONTHS ENDED 5/31/94 (UNAUDITED)
<S> <C> <C> <C> <C>
INTERMEDIATE
INTERMEDIATE
LIMITED LIMITED MATURITY
MATURITY
MATURITY MATURITY CALIFORNIA
NEW YORK
MUNICIPALS TREASURY MUNICIPALS
MUNICIPALS
FUND(A) FUND(B) FUND(C)
FUND(D)
Net asset value,
beginning of period..... $ 8.26 $ 8.14 $ 8.50 $
8.54
Income from investment
operations:
Net investment income.... 0.17+ 0.16+ 0.19+
0.20+
Net realized and
unrealized gain/(loss)
on investments.......... (0.17) (0.49) (0.32)
(0.32)
-----------------------------------------------------------------------------
- -----------
Total from investment
operations.............. 0.00** (0.33) (0.13)
(0.12)
-----------------------------------------------------------------------------
- -----------
Distributions:
Dividends from net
investment income..... (0.17) (0.16) (0.19)
(0.20)
Distributions from net
realized capital
gains................. -- (0.33) (0.01)
(0.01)
-----------------------------------------------------------------------------
- -----------
Total distributions...... (0.17) (0.49) (0.20)
(0.21)
-----------------------------------------------------------------------------
- -----------
Net asset value, end of
period.................. $ 8.09 $ 7.32 $ 8.17 $
8.21
-----------------------------------------------------------------------------
- -----------
Total return............. (0.05)%++ (4.29)%++ (1.52)%++
(1.45)%++
-----------------------------------------------------------------------------
- -----------
Ratios to average net
assets/supplemental
data:
Net assets, end of period
(in 000's).............. $94,135 $44,293 $32,242
$69,765
Ratio of operating
expenses to average net
assets.................. 0.80%***+++ 0.90%**+++ 0.75%**+++
0.65%**+++
Ratio of net investment
income/(loss) to average
net assets.............. 4.05%*** 4.21%** 4.56%**
4.66%**
-----------------------------------------------------------------------------
- -----------
Portfolio turnover
rate.................... 16% 95% 21%
49%
-----------------------------------------------------------------------------
- -----------
[FOOTNOTES TO BE PROVIDED]
</TABLE>
<PAGE>
LETTER OF INTENT
(Date)
-----------------
- --
Date of Purchase(s) (cannot be more than 90 days prior to the date of
the
letter):
LETTER OF INTENT (Please check one only)
- ------- I wish to establish a new Letter of Intent. (If cumulative discount
or
90-day backdate privilege is applicable, provide the amount
and
account(s) information below.)
- ------- DIRECT ACCOUNTS ONLY. Please apply this purchase to any
existing
Letter of Intent with the account(s) listed below.
- ------- Please amend my existing Letter of Intent with the new amount
indicated
below.
If establishing a Letter of Intent, you will need to purchase over
a
thirteen-month period in accordance with the provisions of the prospectus.
The
aggregate amount of these purchases will be at least equal to the amount
listed
below:
-- $50,000
-- $100,000
-- $250,000
-- $500,000
<TABLE>
<S> <C>
- --------------------------------- ---------------------------------
Fund Name Account Number
- --------------------------------- ---------------------------------
Fund Name Account Number
- --------------------------------- ---------------------------------
Fund Name Account Number
</TABLE>
Subject to conditions specified below, each purchase of shares of
the
Fund or shares of one or more of the funds within the Smith Barney Group
of
Funds during the 13-month period subsequent to the date of this Letter will
be
made at the public offering price applicable to a single transaction of
the
dollar amount indicated, as described in the then effective prospectus.
The
offering price may be further reduced under the Rights of Accumulation
discount
if the Fund is advised of any shares of this or other Smith Barney
fund(s)
previously purchased and still owned. The purchaser may at any time during
the
period revise upward the stated intention by submitting a written request
to
this effect. Such revision shall provide for the escrowing of additional
shares.
The original period of the Letter, however, shall remain unchanged.
Each
separate purchase made pursuant to the Letter is subject to the terms
and
conditions contained in the prospectus in effect at the time of that
particular
purchase. It is understood that the purchaser makes no commitment to
purchase
additional shares, but if those shares previously purchased at the
original
public offering price, under the Rights of Accumulation discount, together
with
purchases so made within thirteen months from this date do not aggregate
the
amount specified when valued at the public offering price, the purchaser
must
pay
<PAGE>
the difference between the sales charges applicable to the purchases made
and
charges previously paid, or an appropriate number of escrowed shares will
be
redeemed. The purchaser(s) or the purchaser's dealer must refer to this
Letter
of Intent in placing each future order for shares while this Letter is
in
effect. This cancels and supersedes any previous instructions which
the
purchaser may have given inconsistent with the above.
Client Name:
- ----------------------------
Client Signature:
- ----------------------------
Financial Consultant:
- ----------------------------
Name
- ----------------------------
FC Number
- ----------------------------
Branch Location
SMITH BARNEY SHEARSON MASSACHUSETTS MUNICIPALS FUND
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A:
Financial Highlights
Included in Part B:
Portfolio of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Cash Flows
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
Report of Independent Accountants
Included in Part C:
None
(b) Exhibits
Exhibit No. Description of Exhibit
All references are to the Registrant's registration statement on Form N-1A
(the "Registration Statement") as filed with the SEC on January 26, 1987 (File
Nos. 33-11417 and 811-4994).
(1) (a) Amended and Restated Master Trust Agreement, dated November 5,
1992, is incorporated by reference to Post-Effective Amendment No. 12 filed on
November 26, 1994 ("Post-Effective Amendment No. 12").
(b) Amendment No. 1 to Registrant's Amended and Restated Master Trust
Agreement is incorporated by reference to Post-Effective Amendment No. 12.
(2) Registrant's By-Laws are incorporated by reference to the Registration
Statement.
(3) Not Applicable
(4)(a) Registrant's form of stock certificate for Class A shares is
incorporated by reference to Pre-Effective Amendment No. 1 filed on December
2, 1987 ("Pre-Effective Amendment No. 1").
(b) Registrant's form of stock certificate for Class B shares is
incorporated by reference to Post-Effective Amendment No. 9 filed on October
23, 1992 ("Post-Effective Amendment No. 9").
(c) Registrant's form of stock certificate for Class C and Class Y
shares will be filed by Amendment.
(5) Investment Advisory Agreement with Greenwich Street Advisors, dated July
30, 1993, is incorporated by reference to Post-Effective Amendment No. 12.
(6) Distribution Agreement with Smith Barney Shearson Inc., dated July
30,1993, is incorporated by reference to Post-Effective Amendment No. 12.>
(7) Not Applicable.
(8) Custody Agreement with Boston Safe Deposit and Trust Company is
incorporated by reference to Pre-Effective Amendment No. 1.
(9) (a) Administration Agreement with The Boston Company Advisors, Inc.,
dated May 21, 1993, is incorporated by reference to Post-Effective Amendment
No. 12.
(b) Transfer Agency Agreement with The Shareholder Services Group,
Inc. dated August 2, 1993, is incorporated by reference to Post-Effective
Amendment No. 13 filed on January 28, 1994 ("Post-Effective Amendment No.
13").
(10) Not Applicable
(11)(a) Consent of Morningstar Mutual Fund Values is incorporated by
reference to Post-Effective Amendment No. 9.
(b) Consent of Goodwin, Procter & Hoar, Special state counsel, is
incorporated by reference to Post-Effective Amendment No. 13.
(12) Not Applicable.
(13) Not Applicable
(14) Not Applicable.
(15) Amended Services and Distribution Plan pursuant to Rule 12b-1 will be
filed by Amendment.
Item 25. Persons Controlled by or under Common Control with Registrant
None
Item 26. Number of Holders of Securities
(1) (2)
Number of Record Holders by Class
Title of Class as of August 12, 1994
Beneficial Interest, Class A 789
par value $.001 per Class B 807
share
Item 27. Indemnification
The response to this item is incorporated by reference to the
Registration Statement.
Item 28(a). Business and Other Connections of Investment Adviser
Investment Adviser - - Greenwich Street Advisors
Greenwich Street Advisors, through its predecessors, has been in the
investment counseling business since 1934 and is a division of Mutual
Management Corp. ("MMC"). MMC was incorporated in 1978 and is a wholly owned
subsidiary of Smith Barney Holdings Inc. (formerly known as Smith Barney
Shearson Holdings Inc.) ("Holdings"), which is in turn a wholly owned
subsidiary of The Travelers Inc. (formerly known as Primerica Corporation)
("Travelers").
The list required by this Item 28 of officers and directors of MMC and
Greenwich Street Advisors, 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 MMC on behalf of Greenwich
Street Advisors pursuant to the Advisers Act (SEC File No. 801-14437).
Prior to the close of business on July 30, 1993 (the "Closing"), Shearson
Lehman Advisors, a member of the Asset Management Group of Shearson Lehman
Brothers Inc. ("Shearson Lehman Brothers"), served as the Registrant's
investment adviser. On the Closing, Travelers and Smith Barney Inc. (formerly
known as Smith Barney Shearson Inc.) acquired the domestic retail brokerage
and asset management business of Shearson Lehman Brothers, which included the
business of the Registrant's prior investment adviser. Shearson Lehman
Brothers was a wholly owned subsidiary of Shearson Lehman Brothers Holdings
Inc. ("Shearson Holdings"). All of the issued and outstanding common stock of
Shearson Holdings (representing 92% of the voting stock) was held by American
Express Company. Information as to any past business vocation or employment
of a substantial nature engaged in by officers and directors of Shearson
Lehman Advisors can be located in Schedules A and D of FORM ADV filed by
Shearson Lehman Brothers on behalf of Shearson Lehman Advisors prior to July
30, 1993. (SEC FILE NO. 801-3701)
8/30/94
Item 29. Principal Underwriters
Smith Barney Inc. ("Smith Barney") currently acts as distributor for Smith
Barney Shearson Managed Municipals Fund Inc., Smith Barney Shearson New York
Municipals Fund Inc., Smith Barney Shearson California Municipals Fund Inc.,
Smith Barney Shearson Massachusetts Municipals Fund, Smith Barney Shearson
Global Opportunities Fund, Smith Barney Shearson Aggressive Growth Fund Inc.,
Smith Barney Shearson Appreciation Fund Inc., Smith Barney Shearson Principal
Return Fund, Smith Barney Shearson Municipal Money Market Fund Inc., Smith
Barney Shearson Daily Dividend Fund Inc., Smith Barney Shearson Government and
Agencies Fund Inc., Smith Barney Shearson Managed Governments Fund Inc., Smith
Barney Shearson New York Municipal Money Market Fund, Smith Barney Shearson
California Municipal Money Market Fund, Smith Barney Shearson Income Funds,
Smith Barney Shearson Equity Funds, Smith Barney Shearson Investment Funds
Inc., Smith Barney Shearson Precious Metals and Minerals Fund Inc., Smith
Barney Shearson Telecommunications Trust, Smith Barney Shearson Arizona
Municipals Fund Inc., Smith Barney Shearson New Jersey Municipals Fund Inc.,
The USA High Yield Fund N.V., Garzarelli Sector Analysis Portfolio N.V., The
Advisors Fund L.P., Smith Barney Shearson Fundamental Value Fund Inc., Smith
Barney Shearson Series Fund, Consulting Group Capital Markets Funds, Smith
Barney Shearson Income Trust, Smith Barney Shearson Adjustable Rate Government
Income Fund, Smith Barney Shearson Florida Municipals Fund, Smith Barney
Shearson 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 Smith Barney Holdings Inc.
(formerly known as Smith Barney Shearson Holdings Inc.), which in turn is a
wholly owned subsidiary of The Travelers Inc. (formerly known as Primerica
Corporation) ("Travelers"). 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).
8/30/94
Item 30. Location of Accounts and Records
(1) Smith Barney Shearson
Massachusetts Municipals Fund
Two World Trade Center
New York, New York 10048
(2) Smith, Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10013
(3) Boston Safe Deposit and Trust Company
Wellington Business Center
One Cabot Road
Medford, Massachusetts 02155
(4) Greenwich Street Advisors
Two World Trade Center
New York, New York 10048
(5) The Shareholders Services Group, Inc.
Exchange Place
Boston, Massachusetts 02109
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
None
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 SHEARSON MASSACHUSETTS MUNICIPALS FUND, 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 30th day of August, 1994 .
SMITH BARNEY SHEARSON
MASSACHUSETTS MUNICIPALS FUND
By:/s/ Heath B.
McLendon*
Heath B. McLendon
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this 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*
Heath B. McLendon Trustee
(Chairman of the Board)
08/30/94
/s/ :Lewis Daidone*
Lewis Daidone Treasurer (Chief Financial
and Accounting Officer)
08/30/94
/s/ Alfred J. Bianchetti*
Alfred J. Bianchetti Trustee
08/30/94
/s/ Herbert Barg*
Herbert Barg Trustee
08/30/94
/s/ Martin Brody*
Martin Brody Trustee
08/30/94
/s/ Dwight B. Crane*
Dwight B. Crane Trustee
08/30/94
/s/ James J. Crisona*
James J. Crisona Trustee
08/30/94
/s/ Robert A. Frankel*
Robert A. Frankel Trustee
08/30/94
Signature Title Date
/s/ Dr. Paul Hardin*
Dr. Paul Hardin Trustee
08/30/94
/s/ Stephen E. Kaufman*
Stephen E. Kaufman Trustee
08/30/94
/s/ Joseph J. McCann*
Joseph J. McCann Trustee
08/30/94
*Signed by Lee D. Augsburger, their
duly authorized attorney-in-fact,
pursuant to power of attorney dated
October 20, 1992;
/s/ Lee D. Augsburger
Lee D. Augsburger
g/shared/domestic/clients/shearson/funds/mamu/pea14
