Registration No. 33-43446
811-6444
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. 5
X
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 X
Amendment No. 6
X
SMITH BARNEY SHEARSON INCOME TRUST
(Exact name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York 10048
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code
(212)720-9218
Christina T. Sydor
Secretary
Smith Barney Shearson Income Trust
1345 Avenue of the Americas
New York, New York 10105
(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:
_____ 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 ended November 30, 1993 was filed on January
31, 1994.
SMITH BARNEY SHEARSON INCOME TRUST
FORM N-1A
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(b)
Part A
Item No.
Prospectus Caption
1. Cover Page
Cover Page
2. Synopsis
Prospectus Summary
3. Financial Highlights
Financial Highlights
4. General Description of
Registrant
Cover Page; Prospectus
Summary; Investment
Objective and Management
Policies; Additional
Information
5. Management of the Fund
Management of the Trust and
the Fund; Distributor;
Additional Information;
Annual Report
6. Capital Stock and Other
Securities
Investment Objective and
Management Policies;
Dividends, Distributions and
Taxes; Additional
Information
7. Purchase of Securities
Being Offered
Valuation of Shares;
Purchase of Shares;
Shareholder Services;
Redemption of Shares;
Minimum Account Size;
Distributor; Additional
Information
8 Redemption or Repurchase
Purchase of Shares ;
Redemption of Shares;
Shareholder Services
9. Pending 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
Distributor; Additional
Information
13. Investment Objectives
and Policies
Investment Objective and
Management Policies
14. Management of the Fund
Management of the Trust;
Distributor
15. Control Persons and
Principal Holders
of Securities
Management of the Trust
16. Investment Advisory and
Other Services
Management of the Trust;
Distributor
17. Brokerage Allocation
and Other Services
Investment Objective and
Management
Policies; Distributor
18. Capital Stock and Other
Securities
Investment Objective and
Management Policies;
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;
Distributor; Shareholder
Services;
20. Tax Status
Taxes
21. Underwriters
Distributor
22. Calculation of
Performance Data
Performance Data
23. Financial Statements
Financial Statements
SMITH BARNEY SHEARSON INCOME TRUST
FORM N-1A
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(b)
Part A (Prospectus) and Part B (Statement of Additional Information) are
incorporated by reference to Post-Effective Amendment No. 4 as filed
with the Securities and Exchange Commission ("SEC") on February 1, 1994
as Accession #0000053798-94-000061 ("Post-Effective Amendment No. 4").
<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
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<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 INCOME TRUST
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
Included in Part A:
Financial Highlights
Included in Part B:
The Fund's Annual Report for the fiscal year ended November 30, 1993 is
incorporated by reference to the Rule 30(b)2-1 filing which was filed
and accepted with the SEC on behalf of the Fund on January 26, 1994 as
Accession #0000053798-94-000032.
Included in Part C:
None
(b) Exhibits
All references are to the Registrant's Registration Statement on
Form N-1A (the "Registration Statement") as filed with the SEC on
October 21, 1991 (File Nos. 33- 43446 and 811-6444).
(1) Registrant's Master Trust Agreement dated October 17, 1991
and Amendments to the Master Trust Agreement dated November 20, 1991 and
July 30, 1993, respectively, are incorporated by reference to Post-
Effective Amendment No. 4.
(2) Registrant's By-Laws are incorporated by reference to the
Registration Statement.
(3) Not Applicable.
(4)(a) Registrant's form of stock certificate is incorporated
by reference to Pre-Effective Amendment No. 1.
(b) Registrant's form of stock certificate for Class C
will be filed by Amendment, if necessary.
(5) Investment Advisory Agreement between Registrant and
Greenwich Street Advisors dated July 30, 1993 is incorporated by
reference to Post-Effective Amendment No. 3 to the Registration
Statement filed on December 1, 1993 ("Post-Effective Amendment No. 3").
(6) Distribution Agreement between Registrant and Smith Barney
Shearson Inc.
dated July 30, 1993 is incorporated by reference to Post-
Effective Amendment No. 3.
(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 between the Registrant and
The Boston Company Advisors, Inc. dated May 21, 1993 is incorporated by
reference to Post-Effective Amendment No. 3.
(b) Transfer Agency Agreement with The Shareholders
Services Group, Inc. is incorporated by reference to Post-Effective
Amendment No. 3.
(10) Not Applicable.
(11) Not Applicable.
(12) Not Applicable.
(13) Purchase Agreement between the Registrant and Shearson
Lehman Brothers Inc. is incorporated by reference to Pre-Effective
Amendment No. 1.
(14) Not Applicable.
(15) Shareholder Servicing Plan dated July 30, 1993 is
incorporated by reference to Post-Effective Amendment No. 3.
(16) Performance Data is incorporated by reference to Post-
Effective Amendment No. 2 to the Registration Statement
as filed on April 1, 1993.
Item 25. Persons Controlled by or Under common Control with
Registrant
None.
Item 26. Number of Holders of Securities
(1) (2)
Number of Record
Title of Class Holders as of August 12,
1994
Beneficial Interest
par value $.001 per share
Limited Maturity Treasury Fund 5,016
Limited Maturity Municipals Fund 2,346
Intermediate Maturity California 729
Municipals Fund
Intermediate Maturity New York 1,762
Municipals Fund
Item 27. Indemnification
The response to this item is incorporated by reference to Pre-
Effective
Amendment No. 1.
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
</R
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
</R
Item 30. Location of Accounts and Records
(1) Smith Barney Shearson Income Trust
Two World Trade Center
New York, New York 10048
(2) Greenwich Street Advisors
Two World Trade Center
New York, New York 10048
(3) Smith, Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105
(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 Shareholder 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 its shareholders of the
Series for the purpose of voting upon the question of removal of a
trustee or trustees of Registrant when requested in writing to do so by
the holders of at least 10% of Registrant's outstanding shares.
Registrant undertakes further, in connection with the 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
Shearson Income Trust, 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 29th day of August, 1994.
Smith Barney Shearson
Income Trust
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 and 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
8/29/94
Heath B. McLendon
Chief Executive Officer
/s/ Lewis E. Daidone
Lewis E. Daidone
Treasurer (Chief
Financial
and Accounting Officer
8/29/94
/s/ Burt N. Dorsett*
Burt N. Dorsett
Trustee
8/29/94
/s/ Elliot S. Jaffe*
Elliot S. Jaffe
Trustee
8/29/94
/s/ Cornelius C.
Rose*
Cornelius C. Rose
Trustee
8/29/94
* Signed by Lee D. Augsburger, their duly
authorized attorney-in-fact, pursuant to power
of attorney dated June 26, 1992.
* By: /s/ Lee D. Augsburger
Lee D. Augsburger
funds/slit/pea4.doc
