Registration Nos. 33-18779
811-5486
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. 15 X
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 17 X
SMITH BARNEY NEW JERSEY 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) 723-9218
(Registrant's telephone number, including Area Code)
Christina T. Sydor
Secretary
Smith Barney New Jersey Municipals Fund Inc.
388 Greenwich Street
New York, New York 10013
(22nd Floor)
(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 will become effective:
X immediately upon filing pursuant to Rule 485(b)
on pursuant to Rule 485(b)
on pursuant to Rule 485(a)
The Registrant has previously filed a declaration of indefinite registration
of its shares pursuant to Rule 24f-2 under the Investment Company Act of 1940.
Registrant's Rule 24f-2 Notice for the fiscal year ended March 31, 1995 was
filed on May 25, 1995.
SMITH BARNEY NEW JERSEY 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 Information Financial Highlights;
The Fund's Performance
4. General Description of Registrant Cover Page; Prospectus
Summary;
Purchase of Shares; Investment Objective
and
Management Policies; Additional
Information
5. Management of the Fund Management of the Fund; Distributor;
Additional Information
6. Capital Stock and Other Securities Purchase of Shares; Dividends,
Distributions
and Taxes; Additional Information
7. Purchase of Securities Purchase of Shares; Valuation of
Shares;
Redemption of Shares; Exchange Privilege;
Distributor; Additional Information
8. Redemption or Repurchase Purchase of Shares; Redemption of
Shares
9. Legal Proceedings Not Applicable
Part B Statement of
Item No. Additional Information Caption
10. Cover Cover Page
11. Table of Contents Table of Contents
12. General Information Additional Information; Distributor
13. Investment Objectives and Policies Investment Objective and
Management
Policies
14. Management of the Fund Management of the Fund; Distributor
15. Control Persons and Principal Management of the Fund
Holders of Securities
16. Investment Advisory and Other Services Management of the Fund;
Distributor
17. Brokerage Allocation Investment Objective and Management
Policies
18. Capital Stock and Other Securities Purchase of Shares; Redemption
of Share;
Taxes
19. Purchase, Redemption and Pricing of Purchase of Shares; Redemption of
Shares;
Securities Being Offered Distributor; 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 NEW JERSEY MUNICIPALS FUND INC.
PART A
Part A of the Registration Statement is incorporated by reference to Part A of
Post-Effective Amendment No. 14 to the Registration Statement as filed with
the SEC on June 2, 1995 as Accession No. 0000091155-95-000120 ("Post-Effective
Amendment No. 14").
SMITH BARNEY NEW JERSEY MUNICIPALS FUND INC.
PART B
Part B of the Registration Statement is incorporated by reference to Part B of
Post-Effective Amendment No. 14.
SMITH BARNEY NEW JERSEY 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 year ended March 31, 1995 and the
report of Independent Accountants dated May 10, 1995, are incorporated by
reference to the Definitive 30b-1 filed on May 30, 1995 as Accession #
0000091155-95-000114
Included in Part C:
Consents of Independent Accountants
(b) Exhibits
Exhibit No. Description of Exhibits
All references are to the Registrant's Registration Statement on
Form N-1A as filed with the Securities and Exchange Commission on
December 1, 1987 File No. 33-18779 and 811-5486 (the "Registration
Statement").
(1)(a) Registrant's Articles of Incorporation dated November 12,
1987, Articles of Amendment dated December 15, 1988 to Articles of
Incorporation, Articles of Revival dated March 31, 1992 to
Articles of Incorporation, Articles Supplementary dated November
5, 1992 to Articles of Incorporation, and Articles of Amendment
dated July 30, 1993, to Articles of Incorporation are incorporated
by reference to Post-Effective Amendment No. 12 to the
Registration Statement ("Post-Effective Amendment No.12").
(b) Form of Articles of Amendment dated October 14, 1994 to the
Articles of Incorporation are incorporated by reference to Post-
Effective Amendment No. 13 to the Registration Statement filed on
November 7, 1994 ("Post-Effective Amendment No. 13").
(c) Form of Articles Supplementary and Form of Articles of Amendment
dated November 7, 1994 to the Articles of Incorporation are
incorporated by reference to Post-Effective Amendment No. 13
(2) Registrant's By-Laws dated November 23, 1987 are incorporated by
reference to the Registration Statement.
(3) Not Applicable.
(4) Registrant's form of stock certificate is incorporated by
reference to Post-Effective Amendment No. 9 to the Registration
Statement ("Post-Effective Amendment No. 9").
(5) Investment Advisory Agreement dated July 30, 1993 between the
Registrant and Greenwich Street Advisors is incorporated by
reference to Post-Effective Amendment No. 12.
(b) Form of Transfer of Investment Advisory Agreement dated as of
November 7, 1994, among Registrant, Mutual Management Corp. and
SBMFM is incorporated by reference to Post-Effective Amendment
No. 14.
(6) Form of Distribution Agreement dated July 30, 1993 between the
Registrant and Smith Barney Shearson Inc. is incorporated by
reference to Post-Effective Amendment No. 12.
(7) Not Applicable.
(8) Custody Agreement between the Registrant and Boston Safe Deposit
and Trust Company dated April 1, 1988 is incorporated by reference
to Pre-Effective Amendment No. 1 to the Registration Statement.
(9)(a) Transfer Agency Agreement dated August 2, 1993 between the
Registrant and The Shareholder Services Group, Inc. is
incorporated by reference to Post-Effective Amendment No. 12.
(b) Form of Administration Agreement dated April 20, 1994 between the
Registrant and Smith, Barney Advisers, Inc. ("SBA") is
incorporated by reference to Post-Effective Amendment No. 13 to
the Registration Statement ("Post-Effective Amendment No. 13").
(10) Opinion of Counsel as to Legality of Securities being Offered is
incorporated by reference to Post-Effective Amendment No.
14.
(11)(a) Consent of Coopers & Lybrand L.L.P. is incorporated by
reference to Post-Effective Amendment No. 14 .
(b) Consent of KPMG Peat Marwick LLP is incorporated by reference
to Post-Effective Amendment No. 14
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15) Amended and Restated Services and Distribution Plan pursuant to
Rule 12b-1 dated as of November 7, 1994 is incorporated by
reference to Post-Effective Amendment No. 13.
(16) Performance Data is incorporated by reference to Post-Effective
Amendment No. 3 to the Registration Statement filed on May 27,
1989.
(17) A Financial Data Schedule is filed herein.
(18) Form of Rule 18f-3(d) Multiple Class Plan of the 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)
Number of Record Holders
Title of Class by Class as of March 21,
1996
Common stock, par Class A 3,796
value $.001 per share Class B 2,090
Class C 129
Class Y 0
Item 27. Indemnification
Response to this item is incorporated by reference to Post-
Effective Amendment No. 9.
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, through its predecessors, has been in the investment counseling
business since 1934 and 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 (the "Advisers Act").
The list required by this Item 28 of the officer and directors of SBMFM
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officer and directors
during the past two fiscal years, is incorporated by reference to Schedules A
and D of FORM ADV filed by SBMFM pursuant to the Advisers Act (SEC File No.
801-8314).
Item 29. Principal Underwriter
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. (formerly, Smith Barney Precious Metals and Minerals Fund Inc.), Smith
Barney Telecommunications Trust, Smith Barney Arizona Municipals Fund Inc.,
Smith Barney New Jersey Municipals Fund Inc., Smith Barney Fundamental Value
Fund Inc., Smith Barney Series Fund, Consulting Group Capital Markets Funds,
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 Accounts 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 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). On June 1, 1994, Smith Barney changed its name from Smith
Barney Shearson Inc. to its current name. The information required by this
Item 29 with respect to each director, officer and partner of Smith Barney is
incorporated by reference to Schedule A of FORM BD filed by Smith Barney
pursuant to the Securities Exchange Act of 1934 (SEC File No. 812-8510).
Item 30. Location of Accounts and Records
(1) Smith Barney New Jersey 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, PA 19103
(4) First Data Investor Services Group, Inc.
One Boston Place
Boston, Massachusetts 02109
Item 31. Management Services
None
Item 32. Undertakings
None
Rule 485(b) Certification
The Registrant hereby certifies that it meets all of the
requirements for effectiveness pursuant to Rule 485(b) under the Securities
Act of 1933, as amended.
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 NEW JERSEY MUNICIPALS FUND INC., has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York, State of New York on
the 28th day of March, 1996.
SMITH BARNEY NEW JERSEY MUNICIPALS
FUND INC.
By: /s/ Heath B. McLendon
Heath B. McLendon,
Chairman of the Board.
WITNESS our hands 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 on the
dates indicated.
Signature Title Date
/s/ Heath B. McLendon Director and Chairman of the Board
03/28/96
Heath B. McLendon
/s/ Lewis E. Daidone Treasurer (Chief Financial
03/28/96
Lewis E. Daidone and Accounting Officer)
/s/ Alfred J. Bianchetti Director
03/28/96
Alfred J. Bianchetti
/s/ Herbert Barg Director
03/28/96
Herbert Barg
/s/ Martin Brody Director
03/28/96
Martin Brody
/s/Burt N. Dorsett Director
03/28/96
Burt N. Dorsett
Signature Title Date
/s/ Dwight B. Crane Director
03/28/96
Dwight B. Crane
/s/Elliot S. Jaffe Director
03/28/96
Elliot S. Jaffe
/s/ Stephen E. Kaufman Director
03/28/96
Stephen E. Kaufman
/s/ Joseph J. McCann Director
03/28/96<
Joseph J. McCann
/s/ Cornelius C. Rose, Jr. Director
03/28/96
Cornelius C. Rose, Jr.
g:\funds\njmu\1996\secdocs\pea15.doc
[ARTICLE] 6
[SERIES]
[NUMBER]
[NAME] SB NEW JERSEY MUNICIPAL FUND - CLASS A
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] MAR-31-1995
[PERIOD-END] MAR-31-1995
[INVESTMENTS-AT-COST] 156,426,777
[INVESTMENTS-AT-VALUE] 160,020,943
[RECEIVABLES] 3,132,840
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 163,153,783
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 651,908
[TOTAL-LIABILITIES] 651,908
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 162,216,138
[SHARES-COMMON-STOCK] 8,474,514
[SHARES-COMMON-PRIOR] 9,553,890
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 111,297
[ACCUMULATED-NET-GAINS] (3,197,132)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 3,594,166
[NET-ASSETS] 162,501,875
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 10,758,237
[OTHER-INCOME] 0
[EXPENSES-NET] 1,736,306
[NET-INVESTMENT-INCOME] 9,021,931
[REALIZED-GAINS-CURRENT] (3,197,132)
[APPREC-INCREASE-CURRENT] 3,571,504
[NET-CHANGE-FROM-OPS] 9,396,303
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 6,381,567
[DISTRIBUTIONS-OF-GAINS] 20,959
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 806,228
[NUMBER-OF-SHARES-REDEEMED] 2,211,779
[SHARES-REINVESTED] 326,175
[NET-CHANGE-IN-ASSETS] (5,785,919)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 29,220
[OVERDISTRIB-NII-PRIOR] 131,292
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 579,652
[INTEREST-EXPENSE] 10,129
[GROSS-EXPENSE] 1,736,306
[AVERAGE-NET-ASSETS] 165,614,860
[PER-SHARE-NAV-BEGIN] 12.55
[PER-SHARE-NII] 0.70
[PER-SHARE-GAIN-APPREC] 0.07
[PER-SHARE-DIVIDEND] 0.70
[PER-SHARE-DISTRIBUTIONS] 0.00
[RETURNS-OF-CAPITAL] 0.00
[PER-SHARE-NAV-END] 12.62
[EXPENSE-RATIO] 0.00
[AVG-DEBT-OUTSTANDING] 163,836
[AVG-DEBT-PER-SHARE] 0.01
[ARTICLE] 6
[SERIES]
[NUMBER]
[NAME] SB NEW JERSEY MUNICIPAL FUND - CLASS B
</TABLE>
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] MAR-31-1995
[PERIOD-END] MAR-31-1995
[INVESTMENTS-AT-COST] 156,426,777
[INVESTMENTS-AT-VALUE] 160,020,943
[RECEIVABLES] 3,132,840
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 163,153,783
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 651,908
[TOTAL-LIABILITIES] 651,908
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 162,216,138
[SHARES-COMMON-STOCK] 4,384,740
[SHARES-COMMON-PRIOR] 3,855,197
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 111,297
[ACCUMULATED-NET-GAINS] (3,197,132)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 3,594,166
[NET-ASSETS] 162,501,875
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 10,758,237
[OTHER-INCOME] 0
[EXPENSES-NET] 1,736,306
[NET-INVESTMENT-INCOME] 9,021,931
[REALIZED-GAINS-CURRENT] (3,197,132)
[APPREC-INCREASE-CURRENT] 3,571,504
[NET-CHANGE-FROM-OPS] 9,396,303
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 2,618,738
[DISTRIBUTIONS-OF-GAINS] 8,600
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 1,011,453
[NUMBER-OF-SHARES-REDEEMED] 628,611
[SHARES-REINVESTED] 146,701
[NET-CHANGE-IN-ASSETS] (5,785,919)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 29,220
[OVERDISTRIB-NII-PRIOR] 131,292
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 579,652
[INTEREST-EXPENSE] 10,129
[GROSS-EXPENSE] 1,736,306
[AVERAGE-NET-ASSETS] 165,614,860
[PER-SHARE-NAV-BEGIN] 12.55
[PER-SHARE-NII] 0.63
[PER-SHARE-GAIN-APPREC] 0.06
[PER-SHARE-DIVIDEND] 0.62
[PER-SHARE-DISTRIBUTIONS] 0.00
[RETURNS-OF-CAPITAL] 0.00
[PER-SHARE-NAV-END] 12.62
[EXPENSE-RATIO] 0.00
[AVG-DEBT-OUTSTANDING] 163,836
[AVG-DEBT-PER-SHARE] 0.01
[ARTICLE] 6
[SERIES]
[NUMBER]
[NAME] SB NEW JERSEY MUNICIPAL FUND - CLASS C
</TABLE>
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] MAR-31-1995
[PERIOD-END] MAR-31-1995
[INVESTMENTS-AT-COST] 156,426,777
[INVESTMENTS-AT-VALUE] 160,020,943
[RECEIVABLES] 3,132,840
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 163,153,783
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 651,908
[TOTAL-LIABILITIES] 651,908
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 162,216,138
[SHARES-COMMON-STOCK] 19,666
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 111,297
[ACCUMULATED-NET-GAINS] (3,197,132)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 3,594,166
[NET-ASSETS] 162,501,875
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 10,758,237
[OTHER-INCOME] 0
[EXPENSES-NET] 1,736,306
[NET-INVESTMENT-INCOME] 9,021,931
[REALIZED-GAINS-CURRENT] (3,197,132)
[APPREC-INCREASE-CURRENT] 3,571,504
[NET-CHANGE-FROM-OPS] 9,396,303
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 1,631
[DISTRIBUTIONS-OF-GAINS] 5
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 19,546
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 120
[NET-CHANGE-IN-ASSETS] (5,785,919)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 29,220
[OVERDISTRIB-NII-PRIOR] 131,292
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 579,652
[INTEREST-EXPENSE] 10,129
[GROSS-EXPENSE] 1,736,306
[AVERAGE-NET-ASSETS] 165,614,860
[PER-SHARE-NAV-BEGIN] 11.86
[PER-SHARE-NII] 0.20
[PER-SHARE-GAIN-APPREC] 0.74
[PER-SHARE-DIVIDEND] 0.18
[PER-SHARE-DISTRIBUTIONS] 0.00
[RETURNS-OF-CAPITAL] 0.00
[PER-SHARE-NAV-END] 12.62
[EXPENSE-RATIO] 0.00
[AVG-DEBT-OUTSTANDING] 163,836
[AVG-DEBT-PER-SHARE] 0.01
</TABLE>
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 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 Investment Trust -
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 Money Market Portfolio
Florida Portfolio
Florida Limited Portfolio
Georgia Portfolio
.....National Portfolio
....New York Portfolio
New York Money Market Portfolio
Ohio Portfolio
Pennsylvania Portfolio
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney Oregon Municipals Fund
Smith Barney Natural Resources 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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