Registration No. 33-25087
811-5678
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. 16 X
SMITH BARNEY PRINCIPAL RETURN FUND
(formerly Smith Barney Shearson Brothers Principal Return Fund)
(Exact name of Registrant as Specified in Charter)
388 Greenwich Street, New York, New York 10013
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code:
(212) 723-9218
Christina T. Sydor
Secretary
Smith Barney Principal Return Fund
388 Greenwich Street
New York, New York 10013
(Name and Address of Agent of Service)
It is proposed that this filing will become effective:
immediately upon filing pursuant to Rule 485(b)
X on March 23, 1995____ pursuant to Rule 485(b)
75 days after filing pursuant to Rule 485(a)
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, as amended. No Rule 24f-2 notice will be filed for
Zeros and Appreciation Series 1996, Zeros and Appreciation Series 1998 and
Zeros Plus Emerging Growth Series 2000 for the fiscal year ended November
30, 1994 due to the fact that no shares were sold during that period.
SMITH BARNEY PRINCIPAL RETURN 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
The Fund's Expenses
3. Condensed Financial
Information
Not Applicable
4. General Description of
Registrant
Cover Page; Investment Objective
and Management Policies;
Distributor; Additional
Information
5. Management of the Fund
The Fund's Expenses; Management of
the Trust; Distributor; Additional
Information; Annual Report
6. Capital Stock and Other
Securities
Investment Objectives and
Management Policies; Dividends,
Distributions and Taxes;
Additional Information
7. Purchase of Securities Being
Offered
Purchase of Shares; Valuation of
Shares; Redemption of Shares;
Exchange Privilege
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
Contents
12. General Information and
History
Investment Objectives and
Management Policies; Distributor
Organization of the Trust
13. Investment Objectives and
Policies
Investment Objective and
Management Policies
14. Management of the Fund
Management of the Trust; and
Distributor
15. Control Persons and Principal
Holders of Securities
Management of the Trust; and
Distributor
16. Investment Advisory and Other
Services
Management of the Trust; Custodian
and Transfer Agent; and
Distributor
17. Brokerage Allocation and
other Practices
Investment Objectives and
Management Policies
18. Capital Stock and Other
Securities
Investment Objectives and
Management Policies; Taxes;
Management of the Trust
19. Purchase, Redemption and
Pricing of
Securities Being Offered
Management of the Trust;
Redemption of Shares;
Valuation of Shares; Exchange
Privilege
20. Tax Status
Taxes
21. Underwriters
see Prospectus "Purchase of
Shares"
22. Calculations of Performance
Data
Determination of Performance
23. Financial Statements
Financial Statements
This Post-Effective Amendment hereby incorporates by reference all of the
information set forth in Part A and B of Post-Effective Amendment No. 14
under the Securities Act of 1933 and Amendment No. 15 under the Investment
Company Act of 1940, that was filed on December 23, 1994. The sole purpose
of this Post-Effective Amendment is to delay the effectiveness of the
Post-Effective Amendment No. 14.
SMITH BARNEY PRINCIPAL RETURN FUND
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A:
Included in Part B:
None
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
as filed with the Securities Exchange Commission (the "SEC"). (File Nos.
33-25087 and 811-5678).
1 Registrant's Master Trust Agreement and Amendments to the Master
Trust Agreement dated October 18, 1988, November 18, 1988, August 24, 1990,
October 5, 1990, February 26, 1991, May 1, 1991, and July 30, 1993, is
incorporated by reference to the Registrant's Registration Statement filed
with the SEC on January 28, 1994 ("Post-Effective Amendment No. 13").
(b) Amendment to Master Trust Agreement with respect to Security and
Growth Series shall be filed by amendment.
2 By-Laws are incorporated by reference to Registrant's Registration
Statement filed with the SEC on October 19, 1988 (the "Registration
Statement").
3 Not Applicable.
4 Not Applicable.
5 Investment Advisory Agreement between the Registrant and Smith Barney
Shearson Asset Management ("Asset Management") relating to Series 1996,
Series 1998 and Series 2000 are incorporated by reference to Post-Effective
Amendment No. 13.
(b) Investment Advisory Agreement between the Registrant and Smith Barney
Mutual Funds Management Inc. relating to Security and Growth Series shall
be filed by amendment.
6 Distribution Agreement between the Registrant and Smith Barney
Shearson Inc. ("Smith Barney Shearson") is incorporated by reference to
Post-Effective Amendment No. 13.
7 Not Applicable.
8(a) Form of Custodian Agreement is incorporated by reference to Pre-
Effective Amendment No. 1.
(b) Supplement to Custody Agreement relating to Series 1998 is
incorporated by reference to Post-Effective Amendment No. 9.
(c) Form of Supplement to Custodian Agreement relating to Series 1999 is
incorporated by reference to Post-Effective Amendment No. 6.
(d) Supplement to Custodian Agreement relating to Series 2000 is
incorporated by reference to Post-Effective Amendment No. 10.
(e) Supplement to Custodian Agreement relating to Security and Growth
Series shall be filed by amendment.
9(a) Administration Agreement dated June 4, 1994 between the Registrant
and Smith Barney Advisers, Inc. relating to Series 1996, Series 1998 and
Series 2000 shall be filed by amendment.
(b) Sub-Administration Agreement between the Registrant and The Boston
Company Advisors, Inc. dated June 4, 1994 shall be filed by amendment.
(c) Transfer Agency Agreement between the Registrant and The Shareholder
Services Group, Inc. dated August 2, 1993 is incorporated by reference to
Post-Effective Amendment No. 13.
(d) Shareholder Services Plan between the Registrant and Smith Barney
Shearson relating to Series 1998 is incorporated by reference to Post-
Effective Amendment No. 13.
(e) Shareholder Services Plan between the Registrant and Smith Barney
Shearson relating to Series 2000 is incorporated by reference to Post-
Effective Amendment No. 13.
(f) Shareholder Services Plan between the Registrant and Smith Barney
relating to Security & Growth Series shall be filed by amendment.
10 Not Applicable
11 Consent of Independent Accountants shall be filed by amendment.
12 Not Applicable.
13(a) Purchase Agreement relating to Series 1996 Incorporated by reference
to Post-Effective Amendment No. 7.
(b) Purchase Agreement relating to Series 1998 is incorporated by
reference to Post-Effective Amendment No. 9.
(c) Form of Purchase Agreement relating to Series 1999 is
incorporated by reference to Post-Effective Amendment No. 6.
(d) Form of Purchase Agreement relating to Series 2000 is
incorporated by reference to Post-Effective Amendment No. 8.
(e) Form of Purchase Agreement relating to Security and Growth
Series shall be filed by amendment.
14 Not Applicable.
15 Not Applicable.
16 Performance Data is incorporated by reference to Post-Effective
Amendment No. 2 filed with the SEC on April 2, 1990.
Item 25. Persons Controlled by or under Common Control with Registrant
(i) Zeros and Appreciation Series 1996
None
(ii) Zeros and Appreciation Series 1998
None
(iii) Zeros Plus European Equities Series 1999
All of the outstanding shares of beneficial interest
relating to Series 1999 on the date Registrant's Post-Effective Amendment
No. 6 became effective were owned by Shearson Lehman Brothers Inc. (now
known as Lehman Brothers Inc.), a corporation formed under Delaware law.
Lehman Brothers Inc. is a wholly owned subsidiary of Lehman Brothers
Holdings Inc. ("Holdings"). All of the issued and outstanding common stock
(representing of 92% of the voting stock) of Holdings is held by American
Express Company.
(iv) Zeros Plus Emerging Growth Series 2000
None
Item 26. Number of Holders of Securities
(1) (2)
Number of Record Holders by Class
Title of Class as of December 16, 1994
Shares representing
beneficial interests,
par value .001 per share
(i) Zeros and Appreciation
Series 1996 8,508
(ii) Zeros and Appreciation
Series 1998 13,046
(iii) Zeros Plus Emerging
Equities Series 2000 9,586
Item 27. Indemnification
The response to this item is incorporated by reference to
Registrant's Pre-Effective Amendment No. 1.
Item 28(a). Business and Other Connections of Investment
Adviser
Investment Adviser - - Smith Barney Mutual Funds Management, Inc.
Smith Barney Mutual Funds Management, Inc. ("SBMFM"), formerly
known as Smith, Barney Advisers, Inc.,) 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 The Travelers 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 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
SBA pursuant to the Advisers Act (SEC File No. 801-8314).
Smith Barney Asset Management, Inc., ("SBAM") through its
predecessors, has been in the investment counseling business since
1940 and was a division of SBMFM. SBMFM was incorporated in 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 is in turn a wholly owned
subsidiary of The Travelers Inc. (formerly know as Primerica
Corporation) ("Travelers").
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 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).
Prior to the close of business on July 30, 1993 (the "Closing"),
Shearson Asset Management, 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
Asset Management can be located in Schedules A and D of FORM ADV
filed by Shearson Lehman Brothers on behalf of Shearson Asset
Management prior to July 30, 1993. (SEC FILE NO. 801-3701)
11/4/94
Item 29. Principal Underwriters
Smith Barney Inc. ("Smith Barney") currently acts as distributor for Smith
Barney Managed Municipals Fund Inc., Smith Barney New York Municipals Fund
Inc., Smith Barney California Municipals Fund Inc., Smith Barney
Massachusetts Municipals Fund, Smith Barney Global Opportunities Fund,
Smith Barney Aggressive Growth Fund Inc., Smith Barney Appreciation Fund
Inc., Smith Barney Principal Return Fund, Smith Barney Shearson Municipal
Money Market Fund Inc., Smith Barney Daily Dividend Fund Inc., Smith Barney
Government and Agencies Fund Inc., Smith Barney Managed Governments Fund
Inc., Smith Barney New York Municipal Money Market Fund, Smith Barney
California Municipal Money Market Fund, Smith Barney Income Funds, Smith
Barney Equity Funds, Smith Barney Investment Funds Inc., 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., The USA High Yield Fund N.V., Garzarelli Sector
Analysis Portfolio N.V., The Advisors Fund L.P., Smith Barney Fundamental
Value Fund Inc., Smith Barney Series Fund, Consulting Group Capital Markets
Funds, Smith Barney Income Trust, Smith Barney Adjustable Rate Government
Income Fund, Smith Barney Florida Municipals 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)
and various series of unit investment trusts.
Smith Barney is a wholly owned subsidiary of Smith Barney Holdings
Inc. (formerly known as Smith Barney 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 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).
11/4/94
Item 30. Location of Accountants and Record
(1) Smith Barney Principal Return Fund
388 Greenwich Street
New York, New York 10013
(2) Smith Barney Asset Management
388 Greenwich Street
New York, New York 10013
(3) Smith Barney Mutual Funds Management Inc.
388 Greenwich Street
New York, New York 10013
(4) The Boston Company Advisors, Inc.
One Boston Place
Boston, Massachusetts 02108
(5) Boston Safe Deposit and Trust Company
One Cabot Road
Medford, Massachusetts 02155
(6) The Shareholders Services Group, Inc.
One Exchange Place
Boston, Massachusetts 02109
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
(a) Registrant undertakes to call a meeting of the
shareholders for the purpose of voting upon the question of removal of
trustee or trustees when requested in writing to do so by the holders of at
least 10% of Registrant's outstanding Shares and, in connection worth such
meeting, to comply with the provisions of Section 16(c) of the Investment
Company Act of 1940, as amended, relating to communications with the
shareholders of certain common-law trusts.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, the Registrant, SMITH BARNEY PRINCIPAL
RETURN FUND, certifies that it meets all of the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1933, 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 3rd day of March, 1995.
SMITH BARNEY PRINCIPAL RETURN FUND
By:/s/ Heath B.
McLendon *
Heath B. McLendon, Chief Executive Officer
We, the undersigned, hereby severally constitute and appoint Heath B.
McLendon, Christina T. Sydor and Lee D. Augsburger 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 has been signed below
by the following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Heath B. McLendon* Chairman of the Board 03/03/95
Heath B. McLendon (Chief Executive Officer)
/s/ Lewis E. Daidone Treasurer (Chief Financial
03/03/95
Lewis E. Daidone and Accounting Officer)
/s/ Paul R. Ades* Trustee 03/03/95
Paul R. Ades
Herbert Barg* Trustee
03/03/95
Herbert Barg
/s/ Alger B. Chapman* Trustee 03/03/95
Alger B. Chapman
/s/ Dwight B. Crane* Trustee 03/03/95
Dwight B. Crane
/s/ Frank Hubbard* Trustee 03/03/95
Frank Hubbard
/s/ Allan R. Johnson* Trustee 03/03/95
Allan R. Johnson
/s/ Ken Miller* Trustee 03/03/95
Ken Miller
/s/ John F. White* Trustee 03/03/95
John F. White
*Signed by Lee D. Augsburger, their
duly authorized attorney-in-fact, pursuant
to power of attorney dated December 23, 1994
/s/ Lee D. Augsburger
Lee D. Augsburger
funds prtn pea15
