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.
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 X
Amendment No. 8
X
SMITH BARNEY INCOME TRUST
(formerly known as Smith Barney Shearson Income Trust)
of Registrant as Specified in Charter)
388 Greenwich Street, New York, New York 10013
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code
(212)723-9218
Christina T. Sydor
Secretary
Smith Barney Income Trust
388 Greenwich Street
New York, New York 10013
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
As soon as possible after this Post-Effective Amendment
becomes effective
It is proposed that this filing will become effective:
_____ immediately upon filing pursuant to Rule 485(b)
X on April 1, 1995 pursuant to Rule 485(b)
_____ 60 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. The Registrant's Rule 24f-2 Notice for
the fiscal year ended November 30, 1994 was filed on January 27, 1995.
SMITH BARNEY 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
Purchase of Shares; Valuation of
Shares; Exchange Privilege;
Redemption of Shares; Minimum
Account Size; Distributor;
Additional Information
8 Redemption or Repurchase
Purchase of Shares; Redemption
of Shares; Exchange Privilege
9. Pending Legal Proceedings
Not applicable
__________________________________________________________
* Part A and Part B (Prospectus and Statement of Additional Information)
for Smith Barney Limited Maturity Treasury Fund are incorporated by
reference to Post-Effective Amendment No. 4 as filed with the Securities
and Exchange Commission (the "SEC") on February 1, 1994 as Accession
#0000053798-94-000061 ("Post-Effective Amendment No. 4"). Part A and
Part B for the remaining funds of the Registrant are incorporated by
reference to Post-Effective Amendment No 6. as filed with the SEC on
January 27, 1995 as Accession #0000053798-95-00062.
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; Exchange Privilege
20. Tax Status
Taxes
21. Underwriters
Distributor
22. Calculation of Performance
Data
Performance Data
23. Financial Statements
Financial Statements
Smith Barney Limited Maturity Treasury Fund
(the "Fund")
Supplement dated April 1, 1995
to Prospectus and Statement of Additional Information
Although the Fund has ceased offering its shares to the
public, the following information updates the Fund's Prospectus and
Statement of Additional Information both dated January 29, 1994.
The Fund's Expenses
The following expense table lists the costs and expenses that
an investor will incur, either directly or indirectly as a
shareholder of the Fund, based upon the maximum sales charge or
maximum contingent deferred sales charge ("CDSC") that may be
incurred at the time of purchase or redemption and the Fund's
operation expenses for its most recent fiscal year:
- -------------------------------------------------------------------
- -----------------
Class A Class C Class Y
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases
(as a percentage of offering price)
2.00% None None
Maximum CDSC
(as a percentage of redemption proceeds) 1.00%
1.00% None
------------------------------------------------------------------
- -----------------
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management fees (net of waivers) 0.46%
0.46% 0.46%
12b-1 fees
0.15 0.35 None
Other expenses
0.38 0.38 0.38
------------------------------------------------------------------
- -----------------
TOTAL OPERATING EXPENSES
(after waivers)
0.99 1.19 0.84
------------------------------------------------------------------
- -----------------
Smith Barney Mutual Funds Management Inc. ("SBMFM") has
voluntarily waived investment advisory and administration fees in
the aggregate amount equal to 0.09% of the value of the Fund's
average daily net assets. This has the effect of lowering the
Fund's overall expense ratio and increasing the returns available
to investors. If SBMFM had not elected to waive fees, the Fund's
total operating expenses for the fiscal year ended November 30,
1994, would have been 1.08% of the value of the Fund's average
daily net assets.
EXAMPLE
The following example is intended to assist an investor in
understanding the various costs and expenses that an investor in
the Fund will bear directly or indirectly. The example assumes
payment by the Fund of operating expenses at the levels set forth
in the table above.
1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------------------------
- ------------
An investor would pay the following
expenses on a $1,000 investment,
assuming (1) 5.00% annual return
and (2) redemption at the end of
each time period:
Class A $40 $51 $74
$139
Class C 22 38 65
144
Class Y 9 27 47
104
An investor would pay the following
expenses on the same investment,
assuming the same annual return
and no redemption:
Class A $30 $51 $74
$139
Class C 12 38 65
144
Class Y 9 27 47
104
- -------------------------------------------------------------------
- ------------
The example also provides a means for the investor to compare
expense levels of funds with different fee structures over varying
investment periods. To facilitate such comparisons, all funds are
required to utilize a 5.00% annual return assumption. However, the
Fund's actual return will vary and may be greater or less than
5.00%. This example should not be considered a representation of
past or future expenses and actual expenses may be greater or less
than those shown.
Financial Highlights
The Fund's "Financial Highlights" for the fiscal year ended
November 30, 1994 may be obtained from the Fund's Annual Report
also dated November 30, 1994.
Management of the Trust and the Fund
For the following fiscal years the Fund paid investment
advisory fees as follows:
Fiscal Year
Ended
Fees Paid
Fees Waived and
Expenses
Reimbursed
November 30,
1994
$ 215,192
$ 34,372
November 30,
1993
$ 91,652
$ 79,608
November 30,
1992
$ 6,603
$ 76,000
For the fiscal year ended November 30, 1994, the Fund paid The
Boston Company Advisors, Inc. ("Boston Advisors") $3,537 in
administration fees and for the same period Boston Advisors waived
$43,665.
For the following fiscal years the Fund paid administration fees as
follows:
Fiscal Year
Ended
Fees Paid
Fees Waived and
Expenses
Reimbursed
November 30,
1994
$ 122,966
$ 19,641
November 30,
1993
$ 51,860
$ 46,003
Investment Objective and Management Policies
The portfolio turnover rate for the fiscal years ended
November 30, 1994 and 1993 were 152% and 104%, respectively.
Distributor
The Fund paid distribution fees, sales charges and CDSCs for
the fiscal
year ended November 30, 1994, to Smith Barney Inc. as follows:
Class
Distribution
Fees
Sales
Charge
Service
Fees
CDSC
Class
A
$
0.00
$ 59,800
$92,225
$ 43,639
Class
C
$
1.00
$
0.00
$
1.00
$
0.00
Performance Data
The Fund's 30 day SEC yield for Class A shares for the period
ended November 30, 1994 was 6.53%.
The Fund's average annual total return was as follows:
One Year Period Ended November 30,
1994
Class
(With fee
waivers)
(Without fee
waivers)
Class
A
(7.02)
(7.11)
Per Annum from Commencement of
Operations (December 31, 1991 and
November 7, 1994, respectively)
through November 30, 1994
Class
(With fee
waivers)
(Without fee
waivers)
Class
A
2.16
1.83
Class
C
(1.16)
(1.16)
The Fund's aggregate total return was as follows:
One Year Period Ended November 30,
1994
Class
(With fee
waivers)
(Without fee
waivers)
Class
A
(7.02)
(7.11)
For the period from Commencement of
Operations (December 31, 1991 and
November 7, 1994, respectively)
through November 30, 1994
Class
(With fee
waivers)
(Without fee
waivers)
Class
A
6.43
5.43
Class
C
(1.16)
(1.16)
The average annual and aggregate total return figures listed
above assume that the maximum Class A 2.00% sales charge has been
deducted from the investment at the time of purchase and the
maximum CDSC for Class C shares has been deducted and have been
restated to show the change in the maximum sales charge.
Financial Statements
The Fund's Annual Report for the fiscal year ended November
30, 1994 accompanies this Supplement to the Prospectus and
Statement of Additional Information and is incorporated herein by
reference in its entirety.
SMITH BARNEY 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 Funds' Annual Reports for the fiscal year ended November 30, 1994 and
the Reports of Independent Accountants dated January 6, 1995 are
incorporated by reference to the Rule 30(b)2-1 filing made on January 27,
1995.
Included in Part C:
None
(b) Exhibits
Unless otherwise noted, 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) (a) Registrant's Master Trust Agreement dated October 17,
1991 and Amendments to the Master Trust Agreement dated November 21, 1991
and July 30, 1993, respectively, are incorporated by reference to Post-
Effective Amendment No. 4.
(b) Amendments to the Master Trust Agreement dated October
14, 1994 and November 7, 1994, respectively, are incorporated by reference
to a Registration Statement filed on Form N-14 on January 6, 1995 (the "N-
14").
(2) Registrant's By-Laws are incorporated by reference to the
Registration Statement.
(3) Not Applicable.
(4) Registrant's form of stock certificate is incorporated by
reference to Pre-Effective Amendment No. 1.
(5) (a) Investment Advisory Agreement between the 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").
(b) Transfer of Investment Advisory Agreement dated November
7, 1994 between the Registrant on behalf of Smith Barney Intermediate
Maturity California Municipals Fund, Greenwich Street Advisors and Smith
Barney Mutual Funds Management Inc. is incorporated by reference to the N-
14.
(c) Form of Transfer of Investment Advisory Agreement for Smith
Barney Limited Maturity Municipals Fund, Smith Barney Intermediate Maturity
New York Municipals Fund and Smith Barney Limited Maturity Treasury Fund is
incporporated by reference to Post-Effective Amendment No. 6, as filed
on January 27, 1995. ("Post-Effective Amendment No.6").
(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 on
behalf of Smith Barney Intermediate Maturity California Municipals Fund and
Smith, Barney Advisers, Inc. ("SBA") is incorporated by reference to the N-
14.
(b) Sub-Administration Agreement between the Registrant on
behalf of Smith Barney Intermediate Maturity California Municipals Fund,
SBA and The Boston Company Advisors, Inc. ("Boston Advisors") is
incorporated by reference to the N-14.
(c) Form of Administration Agreement between the Registrant
on behalf of Smith Barney Limited Maturity Municipals Fund, Smith Barney
Intermediate Maturity New York Municipals Fund and Smith Barney Limited
Maturity Treasury Fund and SBA is incorporated by reference to Post-
Effective Amendment No. 6.
(d) Form of Sub-Administration Agreement between the
Registrant on behalf of Smith Barney Limited Maturity Municipals Fund,
Smith Barney Intermediate Maturity New York Municipals Fund and Smith
Barney Limited Maturity Treasury Fund, SBA and Boston Advisors is
incorporated by reference to Post-Effective Amendment No. 6.
(e) Transfer Agency Agreement with The Shareholder Services
Group, Inc. is incorporated by reference to Post-Effective Amendment No. 3.
(10) Opinion of California State Counsel for Smith Barney
Intermediate Maturity California Municipals Fund is incorporated by
reference to Post-Effective Amendment No. 6.
(11) Consent of Independent Accountants is incorporated by
reference to Post-Effective Amendment No. 6.
(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) (a) Amended Service and Distribution Plan pursuant to Rule
12b-1 between the Registrant on behalf of Smith Barney Intermediate
Maturity California Municipals Fund and Smith Barney Inc. is incorporated
by reference to the N-14.
(b) Form of Amended Service and Distribution Plan pursuant to Rule
12b-1 between the Registrant on behalf of Smith Barney Limited Maturity
Municipals Fund, Smith Barney Intermediate Maturity New York Municipals
Fund and Smith Barney Limited Maturity Treasury Fund and Smith Barney Inc.
is incorporated by reference to Post-Effective Amendment No. 6.
(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
(2)
(1) Number of Record
Title of Class Holders as of February 24, 1995
Beneficial Interest
par value $.001 per share
Limited Maturity Municipals Fund 4125
Intermediate Maturity California 1929
Municipals Fund
Intermediate Maturity New York 1565
Municipals Fund
Limited Maturity Treasury Fund 627
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 - - Smith Barney Mutual Funds Management Inc. (formerly
known as Smith, Barney Advisers, Inc.) ("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., which in
turn is 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"), Smith
Barney Asset Management ("Asset Management") was a member of the Asset
Management Division of Shearson Lehman Brothers Inc. ("Shearson Lehman
Brothers"), and served as the Registrant's investment adviser. On the
Closing, Travelers and Smith Barney Shearson Inc. (now known as Smith
Barney 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
Asset Management can be located in Schedules A and D of FORM ADV filed by
Shearson Lehman Brothers on behalf of the Asset Management Division prior
to July 30, 1993 (SEC FILE NO. 801-3701).
01/01/95
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 Managed Governments
Fund Inc., 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., 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., which in turn is a wholly owned subsidiary of The Travelers Inc.
(formerly known as Primerica Corporation). 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).
01/01/95
Item 30. Location of Accounts and Records
(1) Smith Barney Income Trust
388 Greenwich Street
New York, New York 10013
(2) Smith Barney
Mutual Funds Management Inc.
388 Greenwich Street
New York, New York 10013
(3) The Boston Company Advisors, Inc.
One Boston Place
Boston Massachusetts 02108
(4) Boston Safe Deposit and Trust Company
One Cabot Road
Medford, Massachusetts 02155
(5) 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.
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, and the
Investment Company Act of 1940, the Registrant, Smith Barney 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 27th day of March, 1995.
Smith Barney Income Trust
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 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
Chairman of the Board
3/27/95
Heath B. McLendon
Chief Executive Officer
/s/Lewis E. Daidone
Vincent Nave
Senior Vice President and
Treasurer
(Chief Financial and
Accounting Officer)
3/27/95
/s/ Burt N. Dorsett*
Burt N. Dorsett
Trustee
3/27/95
/s/ Elliot S. Jaffe*
Elliot S. Jaffe
Trustee
3/27/95
/s/ Cornelius C. Rose*
Cornelius C. Rose
Trustee
3/27/95
*Signed by Lee D. Augsburger as their authorized attorney-in-fact
pursuant to a power of attorney dated January 27,1995.
/s/ Lee D. Augsburger
Lee D. Augsburger
s:\domestic\clients\shearson\funds\slit\pea6.doc
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<NAME> SMITH BARNEY LIMITED MATURITY TREASURY FUND CLASS
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<PERIOD-END> NOV-30-1994
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<DISTRIBUTIONS-OF-INCOME> 2,796,965
<DISTRIBUTIONS-OF-GAINS> 2,172,569
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<NUMBER-OF-SHARES-SOLD> 1,073,997
<NUMBER-OF-SHARES-REDEEMED> 4,354,640
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<GROSS-EXPENSE> 660,976
<AVERAGE-NET-ASSETS> 61,483,349
<PER-SHARE-NAV-BEGIN> 8.14
<PER-SHARE-NII> 0.34
<PER-SHARE-GAIN-APPREC> (0.73)
<PER-SHARE-DIVIDEND> 0.34
<PER-SHARE-DISTRIBUTIONS> 0.33
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 7.08
<EXPENSE-RATIO> 0.99
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
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<NAME> SMITH BARNEY LIMITED MATURITY TREASURY FUND CLASS
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<PERIOD-END> NOV-30-1994
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<INVESTMENTS-AT-VALUE> 73,020,038
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<OTHER-INCOME> 0
<EXPENSES-NET> 606,963
<NET-INVESTMENT-INCOME> 2,824,927
<REALIZED-GAINS-CURRENT> (1,688,724)
<APPREC-INCREASE-CURRENT> (4,164,125)
<NET-CHANGE-FROM-OPS> (3,027,922)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8,010
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<OVERDIST-NET-GAINS-PRIOR> 0
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<INTEREST-EXPENSE> 0
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<PER-SHARE-NAV-BEGIN> 7.09
<PER-SHARE-NII> 0.01
<PER-SHARE-GAIN-APPREC> (0.01)
<PER-SHARE-DIVIDEND> 0.01
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<PER-SHARE-NAV-END> 7.08
<EXPENSE-RATIO> 1.19
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</TABLE>