SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 24f-2 NOTICE
FOR
SMITH BARNEY SHEARSON SMALL CAPITALIZATION FUND
(Name of Registrant)
Two World Trade Center, New York, New York 10048
(Address of principal executive offices)
Beneficial Interest $.001 par value
(Title of securities with respect to which Notice is filed)
File No. 811-5417, 33-18092
The following information is required pursuant to Rule 24f-2(b) (1):
(i). Period for which Notice is filed:
December 1, 1992 through November 30, 1993
(ii) Number or amount of securities of Class A 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 and amount of securities of Class A, if any, registered
during such fiscal year other than pursuant to Rule 24f-2:
None
(iv) Number and amount of securities of Class A and B sold during such
fiscal year*:
1,379,250 shares
$21,340,973.63
____________________________________________________________________
* Excludes shares issued upon reinvestment of dividends.
(v). Number and amount of securities of Class A and B sold during such
fiscal year in reliance upon registration pursuant to Rule 24f-2*:
1,379,250 shares
$21,340,973.63(1)
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: January 24, 1994
SMITH BARENY SHEARSON
SMALL CAPITALIZATION FUND
By /s/ Vincent Nave
Vincent Nave
Treasurer
________________________________________
* Excludes shares issued upon reinvestment of dividends.
(1) The actual aggregate sales price for which such securities were
sold for Class A and B was $21,340,973.63. During the fiscal year ended
November 30, 1993 the actual aggregate redemption price of securities of Class
A and Class B redeemed by the Registrant was $40,483,871.41. 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:
$21,340,973.63 - $40,483,871.41 = $(19,142,898.22) x $.00034483 = $0.
Therefore no filing fee is required.
g:/shearson/funds/scap/24f-293
January 26, 1994
Smith Barney Shearson Small Capitalization 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 Small
Capitalization Fund (the "Fund"), a Massachusetts business trust, of a Notice
(the "Notice") pursuant to 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 per share, under the
Securities Act of 1933, as amended (the "1933 Act"). The purpose of the
Notice is to make definite the registration of: 828,511.950 shares of Class A
and 550,737.740 shares of Class B 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 Agreement and Declaration of Trust, its By-Laws,
votes taken by its 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 Treasurer of the Fund to the effect that the Fund received
the cash consideration for each of the Shares in accordance with the
aforementioned charter documents and votes.
Smith Barney Shearson Small Capitalization Fund
January 26, 1994
Page 2
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 1933 Act, 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 any 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
funds/slit/24f-293o.doc
