Registration No. 33-
12792
811-5066
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. 18
_X_
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 _X_
Amendment No. 19
_X_
SMITH BARNEY ARIZONA MUNICIPALS FUND INC.
(Exact name of Registrant as specified in Charter)
388 Greenwich Street, New York, New York 10013
(Address of Principal Executive Offices) (Zip Code)
(212) 720-9218
Registrant's Telephone Number, including area code
Christina T. Sydor
Secretary
Smith Barney Arizona Municipals Fund Inc.
388 Greenwich Street,
New York, NewYork 10013
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
As soon as possible after this Post-Effective Amendment
becomes effective.
It is proposed that this filing becomes effective:
_X__ immediately upon filing pursuant to Rule 485(b)
____ on _____________, pursuant to Rule 485(b)
____ 60 days after filing 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 May
31, 1995 was filed on July 17, 1995.
SMITH BARNEY ARIZONA MUNICIPALS FUND INC.
FORM N-1A
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 Financial Highlights
Information
4. General Description of Cover Page; Prospectus
Registrant Summary; Investment
Objectives and Management
Policies; Additional
Information
5. Management of the Fund Management of the Fund;
Distributor; Additional
Information
6. Capital Stock and Other Investment Objective and
Securities Management Policies;
Dividends, Distributions and
Taxes; Additional Information
7. Purchase of Securities Purchase of Shares; Valuation
Being Offered of Shares; Redemption of
Shares; Exchange Privilege;
Minimum Account Size;
Distributor; Additional
Information
8. Redemption or Repurchase Purchase of Shares;
Redemption of Shares;
Exchange Privilege
9. Legal Proceedings Not Applicable
Part B
Item No. Statement of Additional
Information Caption
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information Distributor; Additional
Information
13. Investment Objective and Investment Objective and
Policies Management Policies
14. Management of the Fund Management of the Fund;
Distributor
15. Control Persons and
Principal Holders of Management of the Fund
Securities
16. Investment Advisory and Management of the Fund;
other Services Distributor
17. Brokerage Allocation Investment Objective and
Management Policies
18. Capital Stock and Other Investment Objectives and
Securities Management Policies; Purchase
of Shares; Redemption of
Shares; Taxes
19. Purchase, Redemption and Purchase of Shares;
Pricing of Redemption of Shares;
Securities being Distributor; Valuation of
Offered Shares; Exchange Privilege
20. Tax Status Taxes
21. Underwriters Distributor
22. Calculation of Performance Data
Performance Data
23. Financial Statements Financial Statements
SMITH BARNEY ARIZONA MUNICIPALS FUND INC.
PART A
Part A of the Registration Statement is incorporated by
reference to Part A of Post-Effective Amendment No. 17 to
the Registration Statement as filed with the SEC on July 28,
1995 as Accession # 91155-95-240 ("Post-Effective Amendment
No. 17").
SMITH BARNEY ARIZONA MUNICIPALS FUND INC.
PART B
Part B of the Registration Statement is incorporated by
reference to Part B of Post-Effective Amendment No. 17.
SMITH BARNEY ARIZONA MUNICIPALS FUND INC.
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 Report for the fiscal
year ended May 31, 1995 and the report of
Independent Accountants dated May 31, 1995, are incorporated
by reference to the Definitive 30b2-1 filed
on July 27, 1995 as Assession
#0000091155-95-000237.
Included in Part C:
None.
(b) Exhibits
All references are to the Registrant's
Registration Statement on Form N-1A as filed with
the Securities and Exchange Commission File Nos.
33-12792 and 811-5066 (the "Registration
Statement").
(1) Registrant's Articles of Incorporation and
Amendments to Articles of Incorporation dated
December 29, 1988, November 5, 1992 and July 30, 1993 are
incorporated by reference to Post-Effective
Amendment No. 14 to the Registration Statement filed on
October 1, 1993 ("Post-Effective Amendment No. 14").
Amendment to Articles of Incorporation dated
November 7, 1994 is incorporated by reference to Post-
Effective
Amendment No. 17.
(2) Registrant's By-Laws are incorporated by reference
to Pre-Effective Amendment No. 2 to the
Registration Statement filed on May 26, 1987 ("Pre-Effective
Amendment
No. 2").
(3) Not Applicable.
(4) Registrant's form of stock certificate is
incorporated by
reference to Post-Effective Amendment No. 11 to
the Registration Statement filed on
October 23, 1992 ("Post-Effective Amendment No.
11").
(5)(a) Investment Advisory Agreement dated July 30,
1993 between the Registrant and Greenwich
Street Advisors is incoroporated by reference to Post-
Effective Amendment
No. 14.
(b) Form of Transfer and Assumption of Investment
Advisory Agreement dated November 7, 1994 is
incorporated by reference to Post-Effective Amendment No.
17.
(c) Form of Amendment to Investment Advisory Agreement
dated as of November 17, 1995 is filed herein.
(6) Distribution Agreement dated July 30, 1993,
between the Registrant and Smith Barney
Shearson Inc. is incorporated by reference to Post-Effective
Amendment No. 14.
(7) Not Applicable.
(8) Form of Custodian Agreement dated as of June 19,
1995 between the Registrant
and PNC Bank, National Association is incorporated
by reference to Post-Effective
Amendment No. 17.
(9)(a) Transfer Agency Agreement between the
Registrant and The Shareholder Services
Group, Inc. is incorporated by reference to Post-Effective
Amendment No. 16 to the
Registration Statement filed on August 30, 1994.
(b) Administration Agreement dated April 20, 1994
between the Registrant and Smith, Barney
Advisers, Inc. is incorporated by reference to Post-
Effective Amendment No. 15
to the Registration Statement filed on July 29,
1994.
(10) Not Applicable.
(11) Consent of Indepedent Accountants is incorporated
by reference to Post-Effective
Amendment No. 17.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15) Amended Service and Distribution Plan dated as of
November 7, 1994 pursuant to Rule
12b-1 between the Registrant and Smith Barney Inc.
is incorporated by reference
to Post-Effective Amendment No. 17.
(16) Performance Data is incorporated by reference to
Post-Effective Amendment No. 6
to the Registration Statement filed on July 31,
1989.
(17) Financial Data Schedule is incorporated by
reference to Post-Effective Amendment
No. 17.
(18) Form of Rule 18f-(3)d Multiple Class Plan of
Registrant is filed herein.
Item 25. Persons Controlled by or Under Common Control
with Registrant
None.
Item 26. Number of Holders of Securities
(1) (2)
Title of Number of Record Holders
Class by class as of May 17, 1996
Common Stock Class A - 794
par value Class B - 582
$.001 per share Class C - 9
Class Y - 0
Item 27. Indemnification.
The response to this item is incorporated by reference to
Post-Effective Amendment No. 11.
Item 28(a). Business and Other Connections of
Investment Adviser
Investment Adviser--Smith Barney Mutual Funds Management
Inc., formerly known as Smith, Barney Advisers, Inc.
("SBMFM").
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. (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 ("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 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).
Prior to the close of business on November 7, 1994,
Greenwich Street Advisors served as the Fund's investment
adviser. Greenwich Street Advisors, through its
predecessors, has been in the investment counseling business
since 1934 and was 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 in
turn is a wholly owned subsidiary of 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 or 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).
Item 29. Principal Underwriters
Smith Barney Inc. ("Smith Barney") currently acts as
distributor for Smith Barney Managed 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 Natural Resources 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 Investment Trust, Smith Barney
Adjustable Rate Government Income 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), Smith Barney Institutional
Cash Management Fund Inc., Smith Barney Concert Series Inc.
and various series of unit investment trusts.
Smith Barney is a wholly owned subsidiary of Holdings,
which in turn is a wholly owned subsidiary of 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 officer,
director 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 Accountants and Records
(1) Smith Barney Arizona Municipals Fund Inc.
388 Greenwich Street
New York, New York 10013
(2) Smith Barney Mutual Funds Management Inc.
388 Greenwich Street
New York, New York 10013
(3) PNC Bank, National Association
17th and Chestnut Streets
Philadelphia, Pennsylvania 19103
(4) First Data Investor Services Group, Inc.
One Exchange Place
Boston, Massachusetts 02109
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
None.
485(b) Certification
The Registrant hereby certifies that it meets all the
requirements for effectiveness pursuant to Rule
485(b)(1)(ix) under the Securities Act or 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, as amended, the
Registrant has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New
York and State of New York, on the 23th day of May, 1996.
SMITH BARNEY ARIZONA MUNICIPALS FUND INC.
By:/s/Heath B. McLendon______
Health B. McLendon
Chairman of the Board
We, the undersigned, hereby severally constitute and
appoint Heath B. McLendon, Christina T. Sydor and Caren
Cunningham and each of them singly, our true and lawful
attorneys, with full power to them and each of them to sign
for us, and in our hands and in the capacities indicated
below, any and all Amendments to this Registration Statement
and to file the same, with all exhibits thereto, and other
documents therewith, with the Securities and Exchange
Commission, granting unto said attorneys and each of them,
acting alone, full authority and power to do and perform
each and every act and thing requisite or necessary to be
done in the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and
confirming all that said attorneys or any of them may
lawfully do or cause to be done by virtue thereof.
WITNESS our hands on the date set forth below.
Pursuant to the requirements of the Securities Act of
1933, as amended, this Amendment to the Registration
Statement and the above Power of Attorney has been signed
below by the following persons in the capacities and as of
the dates indicated.
Signature: Title: Date:
/s/Heath B. Chairman of the May 20, 1996
McLendon Board
Heath B. McLendon (Chief Executive
Officer)
/s/ Lewis E. Senior Vice May 20, 1996
Daidone President and
Lewis E. Daidone Treasurer (Chief
Financial
and Accounting
Officer)
/s/ Herbert Barg Director May 20, 1996
Herbert Barg
/s/Alfred J. Director May 20, 1996
Bianchetti
Alfred J.
Bianchetti
/s/Martin Brody Director May 20, 1996
Martin Brody
/s/Dwight B. Crane Director May 20, 1996
Dwight B. Crane
/s/Burt N. Dorsett Director May 20, 1996
Burt N. Dorsett
/s/Elliot S. Jaffe Director May 20, 1996
Elliot S. Jaffe
/s/Stephen E. Director May 20, 1996
Kaufman
Stephen E. Kaufman
/s/Joseph J. Director May 20, 1996
McCann
Joseph J. McCann
/s/Cornelius C. Director May 20, 1996
Rose, Jr.
Cornelius C. Rose,
Jr.
AMENDMENT TO
ADVISORY AGREEMENT
This Amendment to the Advisory Agreement is entered
into by Greenwich Street Advisors, a division of Smith
Barney Mutual Funds Inc. ("SBMFM") and Smith Barney Arizona
Municipals Fund Inc. (the "Company"), as of the 17th day of
November, 1995.
WHEREAS, the Board of Directors of the Company has
voted, and SBMFM has agreed, to decrease the annual fee
payable under the Advisory Agreement from: 0.35% of the
first $500 million of the Company's average daily net
assets; and 0.32% of the Company's average daily net assets
in excess of $500 million to 0.30% of the Company's average
daily net assets; and
WHEREAS, the Company and SBMFM desire to amend the
Advisory Agreement to reflect the decrease in the annual fee
as provided herein.
NOW THEREFORE, the parties hereto agree as follows:
1. Section 6 of the Advisory Agreement is deleted in
its entirety and the following substituted in lieu thereof:
6. Compensation. In consideration of the services
rendered pursuant to this Agreement, the Company will
pay the Adviser on the first business day of each month
a fee for the previous month at the annual rate of
0.30% of 1.00% of the Company's average daily net
assets. Upon any termination of this Agreement before
the end of a month, the fee for such part of that month
shall be payable upon the date of termination of this
Agreement. For the purpose of determining fees payable
to the Adviser, the value of the Company's net assets
shall be computed at the times and in the manner
specified in the Prospectus and/or Statement.
2. Except as amended herein, all the provisions of the
Advisory Agreement shall remain unchanged and in full force
and effect.
IN WITNESS WHEREOF, the parties have caused their duly
authorized representatives to execute this Amendment to
Advisory Agreement as of the date first written above.
SMITH BARNEY MUTUAL SMITH BARNEY ARIZONA
FUNDS MANAGEMENT INC. MUNICIPALS FUND INC.
By: ____________________________ By:
____________________________
Heath B. McLendon
Title: Title: Chairman of
the Board of
Directors
EXHIBIT 18
Rule 18f-3 (d) Multiple Class Plan
for Smith Barney Mutual Funds
Introduction
This plan (the "Plan") is adopted pursuant to Rule 18f-3 (d)
of
the Investment Company Act of 1940, as amended (the "1940
Act").
The purpose of the Plan is to restate the existing
arrangements
previously approved by the Boards of Directors and Trustees
of
certain of the open-end investment companies set forth on
Schedule A (the "Funds" and each a "Fund") distributed by
Smith
Barney Inc. ("Smith Barney") under the Funds' existing order
of
exemption (Investment Company Act Release Nos. 20042
(January 28,
1994) (notice) and 20090 (February 23, 1994)). Shares of
the
Funds are distributed pursuant to a system (the "Multiple
Class
System") in which each class of shares (a "Class") of a Fund
represents a pro rata interest in the same portfolio of
investments of the Fund and differs only to the extent
outlined
below.
I. Distribution Arrangements and Service Fees
One or more Classes of shares of the Funds are offered for
purchase by investors with the following sales load
structure.
In addition, pursuant to Rule 12b-1 under the 1940 Act (the
"Rule"), the Funds have each adopted a plan (the "Services
and
Distribution Plan") under which shares of the Classes are
subject
to the services and distribution fees described below.
1. Class A Shares
Class A shares are offered with a front-end sales load and
under
the Services and Distribution Plan are subject to a service
fee
of up to 0.25% of average daily net assets. In addition,
the
Funds are permitted to asses a contingent deferred sales
charge
("CDSC") on certain redemptions of Class A shares sold
pursuant
to a complete waiver of front-end sales loads applicable to
large
purchases, if the shares are redeemed within one year of the
date
of purchase. This waiver applies to sales of Class A shares
where the amount of purchase is equal to or exceeds $500,000
although this amount may be changed in the future.
2. Class B Shares
Class B shares are offered without a front-end sales load,
but
are subject to a five-year declining CDSC and under the
Services
and Distribution Plan are subject to a service fee at an
annual
rate of up to 0.25% of average daily net assets and a
distribution fee at an annual rate of up to 0.75% of average
daily net assets.
3. Class C Shares
Class C shares are offered without a front-end load, but are
subject to a one-year CDSC and under the Services and
Distribution Plan are subject to a service fee at an annual
rate
of up to 0.25% of average daily net assets and a
distribution fee
at an annual rate of up to 0.75% of average daily net
assets.
Unlike Class B shares, Class C shares do not have the
conversion
feature as discussed below and accordingly, these shares are
subject to a distribution fee for an indefinite period of
time.
The Funds reserve the right to impose these fees at such
higher
rates as may be determined.
4. Class Y Shares
Class Y shares are offered without impositions of either a
sales
charge or a service or distribution fee for investments
where the
amount of purchase is equal to or exceeds $5 million.
5. Class Z Shares
Class Z shares are offered without imposition of either a
sales
charge or a service or distribution fee for purchase (i) by
employee benefit and retirement plans of Smith Barney and
its
affiliates, (ii) by certain unit investment trusts sponsored
by
Smith Barney and its affiliates, and (iii) although not
currently
authorized by the governing boards of the Funds, when and if
authorized, (x) by employees of Smith Barney and its
affiliates
and (y) by directors, general partners or trustees of any
investment company for which Smith Barney serves as a
distributor
and, for each of (x) and (y), their spouses and minor
children.
6. Additional Classes of Shares
The Boards of Directors and Trustees of the Funds have the
authority to create additional classes, or change existing
Classes, from time to time, in accordance with Rule 18f-3 of
the
1940 Act.
II. Expense Allocations
Under the Multiple Class System, all expenses incurred by a
Fund
are allocated among the various Classes of shares based on
the
net assets of the Fund attributable to each Class, except
that
each Class's net assets value and expenses reflect the
expenses
associated with that Class under the Fund's Services and
Distribution Plan, including any costs associated with
obtaining
shareholder approval of the Services and Distribution Plan
(or an
amendment thereto) and any expenses specific to that Class.
Such
expenses are limited to the following:
(I) transfer agency fees as identified by the transfer
agent as being attributable to a specific Class;
(ii) printing and postage expenses related to
preparing and
distributing materials such as shareholder reports,
prospectuses and proxies to current shareholders;
(iii) Blue Sky registration fees incurred by a Class
of
shares;
(iv) Securities and Exchange Commission registration
fees
incurred by a Class of shares;
(v) the expense of administrative personnel and
services as
required to support the shareholders of a specific Class;
(vi) litigation or other legal expenses relating
solely to
one Class of shares; and
(vii) fees of members of the governing boards of the
funds
incurred as a result of issues relating to one Class of
shares.
Pursuant to the Multiple Class System, expenses of a Fund
allocated to a particular Class of shares of that Fund are
borne
on a pro rata basis by each outstanding share of that Class.
III. Conversion Rights of Class B Shares
All Class B shares of each Fund will automatically convert
to
Class A shares after a certain holding period, expected to
be, in
most cases, approximately eight years but may be shorter.
Upon
the expiration of the holding period, Class B shares (except
those purchases through the reinvestment of dividends and
other
distributions paid in respect of Class B shares) will
automatically convert to Class A shares of the Fund at the
relative net asset value of each of the Classes, and will,
as a
result, thereafter be subject to the lower fee under the
Services
and Distribution Plan. For purposes of calculating the
holding
period required for conversion, newly created Class B shares
issued after the date of implementation of the Multiple
Class
System are deemed to have been issued on (i) the date on
which
the issuance of the Class B shares occurred or (ii) for
Class B
shares obtained through an exchange, or a series of
exchanges,
the date on which the issuance of the original Class B
shares
occurred.
Shares purchased through the reinvestment of dividends and
other
distributions paid in respect of Class B shares are also
Class B
shares. However, for purposes of conversion to Class A, all
Class B shares in a shareholder's Fund account that were
purchased through the reinvestment of dividends and other
distributions paid in respect of Class B shares (and that
have
not converted to Class A shares as provided in the following
sentence) are considered to be held in a separate sub-
account.
Each time any Class B shares in the shareholder's Fund
account
(other than those in the sub-account referred to in the
preceding
sentence) convert to Class A, a pro rata portion of the
Class B
shares then in the sub-account also converts to Class A.
The
portion is determined by the ratio that the shareholder's
Class B
shares converting to Class A bears to the shareholder's
total
Class B shares not acquired through dividends and
distributions.
The conversion of Class B shares to Class A shares is
subject to
the continuing availability of a ruling of the Internal
Revenue
Service that payment of different dividends on Class A and
Class
B shares does not result in the Fund's dividends or
distributions
constituting "preferential dividends" under the Internal
Revenue
Code of 1986, as amended (the "Code"), and the continuing
availability of an opinion of counsel to the effect that the
conversion of shares does not constitute a taxable event
under
the Code. The conversion of Class B shares to Class A
shares may
be suspended if this opinion is no longer available, In the
event that conversion of Class B shares of not occur, Class
B
shares would continue to be subject to the distribution fee
and
any incrementally higher transfer agency costs attending the
Class B shares for an indefinite period.
IV. Exchange Privileges
Shareholders of a Fund may exchange their shares at net
asset
value for shares of the same Class in certain other of the
Smith
Barney Mutual Funds as set forth in the prospectus for such
Fund.
Class A shareholders who wish to exchange all or part of
their
shares for Class A shares of a Fund sold subject to a sales
charge equal to or lower that that assessed with respect to
the
shares of the Fund being exchanged may do so without paying
a
sales charge. Class A shareholders of a Fund who wish to
exchange all or part of their shares for Class A shares of a
Fund
sold subject to a sales charge higher than that assessed
with
respect to the shares of the Fund being exchanged are
charged the
appropriate "sales charge differential." Funds only permit
exchanges into shares of money market funds having a plan
under
the Rule if, as permitted by paragraph (b) (5) of Rule 11a-3
under the 1940 Act, either (i) the time period during which
the
shares of the money market funds are held is included in the
calculations of the CDSC or (ii) the time period is not
included
but the amount of the CDSC is reduced by the amount of any
payments made under a plan adopted pursuant to the Rule by
the
money market funds with respects to those shares.
Currently, the
Funds include the time period during which shares of the
money
market fund are held in the CDSC period. The exchange
privileges
applicable to all Classes of shares must comply with Rule
11a-3
under the 1940 Act.
Smith Barney Sponsored Investment Companies
Operating under Rule 18f-3 - Schedule A
(as of August 25, 1995)
Smith Barney Adjustable Rate Government Income Fund
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Arizona Municipals Fund Inc.
Smith Barney California Municipals Fund
Smith Barney Equity Funds -
Smith Barney Strategic Investors Fund
Smith Barney Growth and Income Fund
Smith Barney Florida Municipals Fund
Smith Barney Fundamental Value Fund Inc.
Smith Barney Funds, Inc. -
Income and Growth Portfolio
Utilities Portfolio
Income Return Account Portfolio
Monthly Payment Government Portfolio
Short-Term U.S. Treasury Securities Portfolio
U.S. Government Securities Portfolio
Smith Barney Income Funds -
Smith Barney Premium Total Return Fund
Smith Barney Convertible Fund
Smith Barney Diversified Strategic Income Fund
Smith Barney High Income Fund
Smith Barney Tax-Exempt Income Fund
Smith Barney Exchange Reserve Fund
Smith Barney Utilities Fund
Smith Barney Income Trust -
Smith Barney Limited Maturity Municipals Fund
Smith Barney Limited Maturity Treasury Fund
Smith Barney Intermediate Maturity
California Municipals Fund
Smith Barney Intermediate Maturity
New York Municipals Fund
Smith Barney Investment Funds Inc. -
Smith Barney Special Equities Fund
Smith Barney Government Securities Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Growth Opportunity Fund
Smith Barney Managed Growth Fund
Smith Barney Institutional Cash Management Fund Inc.
Smith Barney Managed Governments Fund Inc.
Smith Barney Managed Municipals Fund Inc.
Smith Barney Massachusetts Municipals Fund
Smith Barney Money Funds, Inc. -
Cash Portfolio
Government Portfolio
Retirement Portfolio
Smith Barney Municipal Money Market Fund, Inc.
Smith Barney Muni Funds -
California Portfolio
California Limited Portfolio
California Money Market Portfolio
Florida Portfolio
Florida Limited Portfolio
Georgia Portfolio
Limited Term Portfolio
National Portfolio
New Jersey Portfolio
New York Portfolio
New York Money Market Portfolio
Ohio Portfolio
Pennsylvania Portfolio
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney New York Municipals Fund Inc.
Smith Barney Oregon Municipals Fund
Smith Barney Precious Metals and Minerals Fund Inc.
Smith Barney Telecommunications Trust -
Smith Barney Telecommunications Growth Fund
Smith Barney Telecommunications Income Fund
Smith Barney World Funds, Inc. -
International Equity Portfolio
International Balanced Portfolio
European Portfolio
Pacific Portfolio
Global Government Bond Portfolio
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