<PAGE>
[GRAPHIC]
SMALL BOX ABOVE FUND NAME
SHOWING A ROUND, EAGLE
SYMBOL LAYING ON THE
AMERICAN FLAG.
SEMI- SMITH BARNEY
ANNUAL LIMITED
REPORT MATURITY
TREASURY
FUND
.......................................
MAY 31, 1995
[LOGO]
<PAGE>
Limited Maturity Treasury Fund
DEAR SHAREHOLDER:
We are pleased to provide you with the
semi-annual report and
portfolio of investments for Smith Barney
Limited Maturity
Treasury Fund for the period ended May
31, 1995. Reflecting
the improvement in the fixed income markets that
began in late 1994,
Class A shares earned a total return of 10.26% for
this six-month
period. Class C shares, a newly-available class of
shares, earned a
total return of 9.93% for the period between
November 7, 1994 and May
31, 1995. Additional performance data for each
class of shares during
this and previous reporting periods is available
in the "Financial
Highlights" section of this report.
ECONOMIC AND MARKET UPDATE
After implementing tighter monetary policy by
raising the Federal
funds rate 300 basis points (three percentage
points) over a 13-month
period beginning in February 1994, the Federal
Reserve Board has
succeeded in slowing the rate of economic growth.
Growth continued to
slow during the second quarter of
1995 with the decline in consumption expenditures
intensifying. The retail
sector of the economy appears even softer and most retail
chains seem to have
little pricing power. Even the automobile industry, which
enjoyed a very strong
1994, has encountered weaker sales in 1995. Individuals
financed a large portion
of their purchases with debt throughout 1994 and as a result
individuals' debt
levels are becoming a source of concern. This is acting as a
drag on consumption
expenditures and could continue to hamper consumption trends
for the rest of
1995 as consumers try to bring their debt levels down to
more manageable levels.
The industrial side of the economy has benefited from strong
overseas demand but
this also appears to be moderating based upon recent
economic statistics on
industrial production. In summary, while we still are not
anticipating a
recession, we believe an economic slowdown exists that will
present more of a
challenge to corporate profitability, especially in those
sectors of the economy
that depend on consumer consumption. Although unemployment
rates are relatively
low, the corporate sector continues to trim costs and cut
payrolls.
After initially rising for most of 1994 as the Federal
Reserve raised short-term
interest rates, longer-term interest rates declined since
November as it became
apparent that the Federal Reserve was successfully slowing
the rate
1
<PAGE>
of economic growth and keeping inflation under control. More
recently, the
market has been anticipating lower short-term rates while
interest rates on
longer-term maturities remain unchanged or slightly higher.
PORTFOLIO STRATEGY
During 1994, securities with shorter average maturities
outperformed the broader
market. In 1995, intermediate-term Treasuries have lagged
the performance of the
broader market. We anticipate that the economy will slowly
grow at a pace of
1 1/2 to 3%, and that the inflation rate will be low at 2 to
3%. We consequently
plan to keep the portfolio's duration (which is a measure of
the price
sensitivity of a bond to a change in yield) between three
and a half and four
years and do not anticipate any significant changes in the
portfolio.
We look forward to reporting to you in the Fund's annual
report to investors.
Should you have any questions about your investment in the
Fund or how other
Smith Barney mutual funds may be useful in helping you reach
your financial
goals, please speak with your Smith Barney Financial
Consultant.
Sincerely,
Heath B. McLendon James E. Conroy
CHAIRMAN OF THE BOARD VICE PRESIDENT AND
INVESTMENT OFFICER
JULY 18, 1995
2
<PAGE>
Smith Barney
Limited Maturity Treasury Fund
- ------------------------------------------
PORTFOLIO OF INVESTMENTS (UNAUDITED)
MAY 31, 1995
<TABLE>
<CAPTION>
MARKET VALUE
FACE VALUE
(NOTE 1)
<C> <S>
<C>
-----------------------------------------------------------
- ----------------
U.S. TREASURY SECURITIES -- 98.2%
U.S. TREASURY NOTES:
$13,000,000 4.750% due 2/15/97
$ 12,765,740
4,000,000 4.750% due 10/31/98
3,847,320
12,500,000 6.875% due 7/31/99
12,877,875
5,000,000 5.875% due 2/15/04
4,855,400
-----------------------------------------------------------
- ----------------
U.S. TREASURY STRIP:
30,000,000 6.170% due 2/15/00
22,662,900
-----------------------------------------------------------
- ----------------
TOTAL INVESTMENTS (Cost $56,138,035*) 98.2%
57,009,235
OTHER ASSETS AND LIABILITIES (NET) 0.8
1,074,130
-----------------------------------------------------------
- ----------------
NET ASSETS 100.0%
$58,083,365
-----------------------------------------------------------
- ----------------
<FN>
* Aggregate cost for Federal tax purposes.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
3
<PAGE>
Smith Barney
Limited Maturity Treasury Fund
- ------------------------------------------------------------
- ---------------
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
MAY 31, 1995
<TABLE>
<S> <C>
<C>
ASSETS:
Investments, at value (Cost $56,138,035)
(Note 1)
See accompanying schedule
$57,009,235
Cash
1,102,225
Interest receivable
569,804
Unamortized organization costs (Note 7)
19,067
Other assets
59,498
- ------------------------------------------------------------
- ----------
TOTAL ASSETS
58,759,829
- ------------------------------------------------------------
- ----------
LIABILITIES:
Payable for Fund shares redeemed $ 437,162
Dividends payable 174,015
Investment advisory fee payable (Note 2) 21,315
Administration fee payable (Note 2) 12,180
Service fee payable (Note 3) 7,480
Transfer agent fees payable (Note 2) 5,610
Custodian fees payable (Note 2) 3,215
Accrued Trustees' fees and expenses (Note
2) 250
Distribution fee payable (Note 3) 12
Accrued expenses and other payables 15,225
- ------------------------------------------------------------
- ----------
TOTAL LIABILITIES
676,464
- ------------------------------------------------------------
- ----------
NET ASSETS
$58,083,365
- ------------------------------------------------------------
- ----------
NET ASSETS consist of:
Undistributed net investment income $
28,662
Accumulated net realized loss on
investments sold
(3,000,169)
Unrealized appreciation of investments
871,200
Par value
7,647
Paid-in capital in excess of par value
60,176,025
- ------------------------------------------------------------
- ----------
TOTAL NET ASSETS
$58,083,365
- ------------------------------------------------------------
- ----------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
4
<PAGE>
Smith Barney
Limited Maturity Treasury Fund
- ------------------------------------------------------------
- -
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (CONTINUED)
- ------------------------------------------------------------
- - MAY 31, 1995
<TABLE>
<S> <C>
NET ASSET VALUE:
CLASS A SHARES
NET ASSET VALUE per share+
($58,011,356 DIVIDED BY 7,637,067
shares of beneficial interest
outstanding) $7.60
- --------------------------------------------------------
MAXIMUM OFFERING PRICE PER SHARE ($7.60
DIVIDED BY 0.98)
(based on sales charge of 2.00% of the
offering price on May 31, 1995) $7.76
- --------------------------------------------------------
CLASS C SHARES
NET ASSET VALUE and offering price per
share+
($72,009 DIVIDED BY 9,480 shares of
beneficial interest outstanding) $7.60
- --------------------------------------------------------
<FN>
+ Redemption price per share is equal to Net Asset Value
less any applicable
contingent deferred sales charge.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
5
<PAGE>
Smith Barney
Limited Maturity Treasury Fund
- ------------------------------------------------------------
- ---------------
STATEMENT OF OPERATIONS (UNAUDITED)
- ------------------------------------------------------------
- -
FOR THE SIX
MONTHS ENDED MAY 31, 1995
<TABLE>
<S> <C>
<C>
INVESTMENT INCOME:
Interest
$ 2,020,764
- ------------------------------------------------------------
- ------------------
EXPENSES:
Investment advisory fee (Note 2)
$112,687
Administration fee (Note 2)
64,392
Service fee (Note 3)
48,294
Transfer agent fees (Notes 2 and 4)
32,293
Legal and audit fees
17,519
Custodian fees (Note 2)
9,389
Amortization of organization costs (Note 7)
6,021
Trustees' fees and expenses (Note 2)
4,315
Distribution fee (Note 3)
68
Other
33,820
Fees waived by investment adviser and
administrator (Note 2)
(39,193)
- ------------------------------------------------------------
- ------------------
TOTAL EXPENSES
289,605
- ------------------------------------------------------------
- ------------------
NET INVESTMENT INCOME
1,731,159
- ------------------------------------------------------------
- ------------------
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS (NOTES 1
AND 5):
Net realized loss on investments sold during the
period
(1,311,445)
Net unrealized appreciation of investments
during the period
5,678,981
- ------------------------------------------------------------
- ------------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
4,367,536
- ------------------------------------------------------------
- ------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
$6,098,695
- ------------------------------------------------------------
- ------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
6
<PAGE>
Smith Barney
Limited Maturity Treasury Fund
- ------------------------------------------------------------
- ---------------
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR
5/31/95 ENDED
(UNAUDITED) 11/30/94
<S>
<C> <C>
Net investment income $
1,731,159 $ 2,824,927
Net realized loss on investment during the period
(1,311,445) (1,688,724)
Net unrealized appreciation/(depreciation) of
investments during the period
5,678,981 (4,164,125)
- ------------------------------------------------------------
- -------------------------
Net increase/(decrease) in net assets resulting from
operations
6,098,695 (3,027,922)
Distributions to shareholders from net investment
income:
Class A
(1,729,454) (2,796,965)
Class C
(1,705) (7)
Distributions to shareholders from net realized gain on
investments:
Class A
- -- (2,172,569)
Net increase/(decrease) in net assets from Fund share
transactions (Note 6):
Class A
(20,830,357) 30,450,611
Class C
10,404 56,653
- ------------------------------------------------------------
- -------------------------
Net increase/(decrease) in net assets
(16,452,417) 22,509,801
NET ASSETS:
Beginning of period
74,535,782 52,025,981
- ------------------------------------------------------------
- -------------------------
End of period (including undistributed net investment
income of $28,662 and $28,662, respectively) $
58,083,365 $74,535,782
- ------------------------------------------------------------
- -------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
7
<PAGE>
Smith Barney
Limited Maturity Treasury Fund
- ------------------------------------------------------------
- ---------------
FINANCIAL HIGHLIGHTS
FOR A CLASS A SHARE OUTSTANDING THROUGHOUT EACH PERIOD.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR YEAR PERIOD
5/31/95
ENDED ENDED ENDED
(UNAUDITED)
11/30/94 11/30/93 11/30/92*
<S> <C> <C>
<C> <C>
Net Asset Value, beginning of period $ 7.08 $
8.14 $ 7.88 $ 7.90
- ------------------------------------------------------------
- -------------------------
Income from investment operations:
Net investment income+ 0.20
0.34 0.38 0.37
Net realized and unrealized
gain/(loss) on investments 0.52
(0.73) 0.35 (0.02)
- ------------------------------------------------------------
- -------------------------
Total from investment operations 0.72
(0.39) 0.73 0.35
Less distributions:
Distributions from net investment
income (0.20)
(0.34) (0.38) (0.37)
Distributions from net realized
capital gains --
(0.33) (0.09) --
- ------------------------------------------------------------
- -------------------------
Total distributions (0.20)
(0.67) (0.47) (0.37)
- ------------------------------------------------------------
- -------------------------
Net Asset Value, end of period $ 7.60 $
7.08 $ 8.14 $ 7.88
- ------------------------------------------------------------
- -------------------------
Total return++ 10.26%
(5.12)% 9.49% 4.54%
- ------------------------------------------------------------
- -------------------------
Ratios/supplemental data:
Net assets, end of period (in 000's) $ 58,011 $
74,479 $ 52,026 $ 44,967
Ratio of operating expenses to
average net assets+++ 0.90%**
0.99% 0.79% 0.65%**
Ratio of net investment income to
average net assets 5.38%**
4.59% 4.58% 4.96%**
Portfolio turnover rate 0%
152% 104% 188%
- ------------------------------------------------------------
- -------------------------
<FN>
* The Fund commenced operations on December 31, 1991.
Those shares in existence
prior to November 7, 1994 were designated as Class A
shares.
** Annualized.
+ Net investment income per share before waiver of fees
by investment adviser
and administrator for the six months ended May 31, 1995
and the years ended
November 30, 1994 and 1993 and waiver of fees by the
investment adviser,
sub-investment adviser, administrator and custodian for
the period ended
November 30, 1992 were $0.19, $0.33, $0.36 and $0.33,
respectively.
++ Total return represents aggregate total return for the
periods indicated and
does not reflect any applicable sales charges.
+++ Annualized operating expense ratios before waiver of
fees by investment
adviser and administrator for the six months ended May
31, 1995 and the years
ended November 30, 1994 and 1993 and waiver of fees by
investment adviser,
sub-investment adviser, administrator and custodian for
the period ended
November 30, 1992 were 1.02%, 1.08%, 1.04% and 1.19%,
respectively.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
8
<PAGE>
Smith Barney
Limited Maturity Treasury Fund
- ------------------------------------------------------------
- --------
FINANCIAL HIGHLIGHTS
FOR A CLASS C SHARE OUTSTANDING THROUGHOUT EACH PERIOD.
<TABLE>
<CAPTION>
SIX
MONTHS
ENDED
PERIOD
5/31/95
ENDED
(UNAUDITED)
11/30/94*
<S> <C>
<C>
Net Asset Value, beginning of period $7.08
$7.09
- ------------------------------------------------------------
- ------
Income from investment operations:
Net investment income+ 0.19
0.01
Net realized and unrealized gain/(loss) on
investments 0.51
(0.01)
- ------------------------------------------------------------
- ------
Total from investment operations 0.70
0.00
Less distributions:
Distributions from net investment income (0.18)
(0.01)
- ------------------------------------------------------------
- ------
Total distributions (0.18)
(0.01)
- ------------------------------------------------------------
- ------
Net Asset Value, end of period $7.60
$7.08
- ------------------------------------------------------------
- ------
Total return++ 9.93%
(0.02)%
- ------------------------------------------------------------
- ------
Ratios/supplemental data:
Net assets, end of period (in 000's) $ 72 $
57
Ratio of operating expenses to average net
assets+++ 1.22%**
1.19%**
Ratio of net investment income to average
net assets 5.06%**
4.42%**
Portfolio turnover rate 0%
152%
- ------------------------------------------------------------
- ------
<FN>
* The Fund commenced offering Class C shares on November
7, 1994.
** Annualized.
+ Net investment income per share before waiver of fees
by investment adviser
and administrator for the six months ended May 31, 1995
and the period ended
November 30, 1994 were $0.18 and $0.01, respectively.
++ Total return represents aggregate total return for the
periods indicated and
does not reflect any applicable sales charge.
+++ Annualized operating expense ratios before waiver of
fees by investment
adviser and administrator for the six months ended May
31, 1995 and the
period ended November 30, 1994 were 1.34% and 1.19%,
respectively.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
9
<PAGE>
Smith Barney
Limited Maturity Treasury Fund
- ------------------------------------------------------------
- ---------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES
Smith Barney Income Trust (the "Trust") was organized as a
"Massachusetts
business trust" under the laws of the Commonwealth of
Massachusetts on October
17, 1991. The Trust is registered with the Securities and
Exchange Commission
under the Investment Company Act of 1940, as amended (the
"1940 Act"), as an
open-end management investment company. The Trust consists
of the following four
funds: Smith Barney Limited Maturity Treasury Fund (the
"Fund"), Smith Barney
Limited Maturity Municipals Fund, Smith Barney Intermediate
Maturity California
Municipals Fund and Smith Barney Intermediate Maturity New
York Municipals Fund.
Effective November 7, 1994, the Fund began offering Class C
and Class Y shares
and all existing shares were designated Class A shares. As
of May 31, 1995, no
Class Y shares have been sold. Class A shares are sold with
a front-end sales
charge. Class C shares may be subject to a contingent
deferred sales charge
("CDSC") upon redemption. Class Y shares are available to
investors making an
initial investment of at least $5 million and are not
subject to any sales
charges, distribution or service fees. All classes of shares
have identical
rights and privileges except with respect to the effect of
the respective sales
charges, the distribution and/or service fees borne by each
class, expenses
allocable exclusively to each class, voting rights on
matters affecting a single
class and the exchange privilege of each class. The
following is a summary of
significant accounting policies consistently followed by the
Fund in the
preparation of its financial statements.
PORTFOLIO VALUATION: Securities are valued at market value
or, in the absence of
market value, at fair value as determined by or under the
direction of the Board
of Trustees. Short-term investments that mature within 60
days or less are
valued at amortized cost.
SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are
recorded as of the trade date. Securities purchased or sold
on a when-issued or
delayed delivery basis may be settled a month or more after
the trade date.
Interest income is recorded on the accrual basis. Realized
gains and losses from
securities sold are recorded on the identified cost basis.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: Dividends from
net investment
income are determined on a class level. It is the policy of
the Fund to
10
<PAGE>
Smith Barney
Limited Maturity Treasury Fund
- ------------------------------------------------------------
- -
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
declare dividends from net investment income daily and to
pay such dividends on
the last business day of the Smith Barney Inc. ("Smith
Barney") statement month.
Distributions of any net realized capital gains are declared
and paid annually,
after the end of the fiscal year. Additional distributions
of net investment
income and capital gains for the Fund may be made at the
discretion of the Board
of Trustees in order to avoid the application of a 4.00%
nondeductible excise
tax on certain undistributed amounts of net investment
income and capital gains.
To the extent net realized capital gains can be offset by
capital losses and
loss carryforwards, it is the policy of the Fund not to
distribute such gains.
Income distributions and capital gain distributions on a
Fund level are
determined in accordance with income tax regulations which
may differ from
generally accepted accounting principles. These differences
are primarily due to
differing treatments of income and gains on various
investment securities held
by the Fund, timing differences and differing
characterization of distributions
made by the Fund as a whole.
FEDERAL INCOME TAXES: The Trust intends that the Fund
separately qualify as a
regulated investment company, if such qualification is in
the best interest of
its shareholders, by complying with the requirements of the
Internal Revenue
Code of 1986, as amended, applicable to regulated investment
companies and by
distributing substantially all of its earnings to its
shareholders. Therefore,
no Federal income tax provision is required.
2. INVESTMENT ADVISORY AGREEMENT, ADMINISTRATION
AGREEMENT AND OTHER TRANSACTIONS
The Fund has entered into an investment advisory agreement
(the "Advisory
Agreement") with Smith Barney Mutual Funds Management Inc.
("SBMFM"). SBMFM
(formerly known as Smith Barney Advisers, Inc.), is a wholly
owned subsidiary of
Smith Barney Holdings Inc. ("Holdings"), which in turn is a
wholly owned
subsidiary of Travelers Group Inc. Under the Advisory
Agreement, the Fund pays a
monthly fee at the annual rate of 0.35% of the value of its
average daily net
assets.
11
<PAGE>
Smith Barney
Limited Maturity Treasury Fund
- ------------------------------------------------------------
- -
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
The Fund has entered into an administration agreement (the
"Administration
Agreement") with SBMFM. Under the Administration Agreement,
the Fund pays a
monthly fee at the annual rate of 0.20% of the value of its
average daily net
assets.
The Fund and SBMFM have also entered into a sub-
administration agreement (the
"Sub-Administration Agreement") with Boston Advisors, an
indirect wholly owned
subsidiary of Mellon Bank Corporation ("Mellon"). Under the
Sub-Administration
Agreement, SBMFM pays Boston Advisors a portion of its
administration fee at a
rate agreed upon from time to time between SBMFM and Boston
Advisors.
From time to time, SBMFM may voluntarily waive a portion of
its advisory and/or
administrative fees otherwise payable to it. For the six
months ended May 31,
1995, SBMFM voluntarily waived advisory fees of $24,941 and
administration fees
of $14,252.
For the six months ended May 31, 1995, Smith Barney, Inc.
("Smith Barney") received $2,438 from investors representing
commissions (sales
charges) on sales of Class A shares.
A CDSC is generally payable by Class C shareholders and may
be payable by
certain Class A shareholders in connection with the
redemption of shares within
one year after the date of purchase. For the six months
ended May 31, 1995,
$109,299 in CDSC were paid to Smith Barney by Class A
shareholders.
No officer, trustee or employee of Smith Barney or any of
its affiliates
receives any compensation from the Trust for serving as a
Trustee or officer of
the Trust. The Trust pays each Trustee who is not an
officer, director or
employee of Smith Barney or any of its affiliates $4,000 per
annum plus $500 per
meeting attended and each Trustee emeritus who is not an
officer, director or
employee of Smith Barney or any of its affiliates $2,000 per
annum plus $250 per
meeting attended. The Fund reimburses each such Trustee for
travel and
out-of-pocket expenses incurred to attend such meetings.
12
<PAGE>
Smith Barney
Limited Maturity Treasury Fund
- ------------------------------------------------------------
- -
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Boston Safe Deposit and Trust Company, an indirect wholly
owned subsidiary of
Mellon, serves as the Trust's custodian. The Shareholder
Services Group, Inc., a
subsidiary of First Data Corporation, serves as the Trust's
transfer agent.
3. DISTRIBUTION PLAN
Smith Barney acts as distributor of the Fund's shares
pursuant to a distribution
agreement with the Trust and sells shares of the Fund
through Smith Barney or
its affiliates.
Pursuant to Rule 12b-1 under the 1940 Act, the Trust has
adopted a service and
distribution plan (the "Plan"). Under this Plan, the Fund
compensates Smith
Barney for servicing shareholder accounts for Class A and
Class C shareholders
and covers expenses incurred in distributing Class C shares.
Smith Barney is
paid an annual service fee with respect to Class A and Class
C shares of the
Fund at the annual rate of 0.15% of the value of the average
daily net assets of
each respective class of shares. Smith Barney is also paid
an annual
distribution fee with respect to Class C shares at the
annual rate of 0.20% of
the value of the average daily net assets of that class. For
the six months
ended May 31, 1995, the Fund incurred service fees of
$48,243 and $51 for Class
A and Class C shares, respectively. For the six months ended
May 31, 1995, the
Fund incurred distribution fees of $68 for Class C shares.
Under its terms, the Plan shall remain in effect from year
to year, provided
that such continuance is approved annually by vote of the
Trust's Trustees,
including a majority of those Trustees who are not
"interested persons" of the
Trust and who have no direct or indirect financial interest
in the operation of
the Plan.
4. EXPENSE ALLOCATION
Expenses of the Fund not directly attributable to the
operations of any class of
shares are prorated among the classes based upon the
relative net assets of each
class. Operating expenses directly attributable to a class
of shares are charged
to that class' operations. In addition to the above service
and
13
<PAGE>
Smith Barney
Limited Maturity Treasury Fund
- ------------------------------------------------------------
- -
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
distributions fees, class specific operating expense for the
six months ended
May 31, 1995, included transfer agent fees of $32,219 and
$74 for Class A and
Class C shares, respectively.
5. SECURITIES TRANSACTIONS
Proceeds of U.S. government securities, excluding short-term
investments, for
the six months ended May 31, 1995, were $21,120,946. There
were no purchases for
the six months ended May 31, 1995.
At May 31, 1995, the aggregate gross unrealized appreciation
for all securities
in which there was an excess of value over tax cost amounted
to $1,354,080, and
the aggregate gross unrealized depreciation for all
securities in which there
was an excess of tax cost over value amounted to $482,880.
6. SHARES OF BENEFICIAL INTEREST
The Trust may issue an unlimited number of shares of
beneficial interest, which
are divided into three classes (Class A, Class C and Class
Y) with a $.001 par
value. Changes in shares of beneficial interest in the Fund
were as follows:
<TABLE>
<CAPTION>
SIX
MONTHS ENDED YEAR ENDED
CLASS A SHARES: Shares
5/31/95 Amount Shares 11/30/94Amount
<S> <C>
<C> <C> <C>
- ------------------------------------------------------------
- -------------------------
Sold 37,924 $
269,421 1,073,997 $ 8,159,579
Issued in exchange for shares of Smith
Barney Shearson Worldwide Prime Assets
Fund (Note 9) --
- -- 6,833,657 49,994,241
Issued as reinvestment of dividends 208,974
1,510,762 574,504 4,360,726
Redeemed (3,126,040)
(22,610,540) (4,354,640) (32,063,935)
- ------------------------------------------------------------
- -------------------------
Net increase/(decrease) (2,879,142) $
(20,830,357) 4,127,518 $ 30,450,611
- ------------------------------------------------------------
- -------------------------
</TABLE>
14
<PAGE>
Smith Barney
Limited Maturity Treasury Fund
- ------------------------------------------------------------
- -
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
<TABLE>
<CAPTION>
SIX
MONTHS ENDED PERIOD ENDED
5/31/95 11/30/94*
CLASS C SHARES: Shares
Amount Shares Amount
- ------------------------------------------------------------
- -------------------------
<S> <C>
<C> <C> <C>
Sold 1,791 $
12,698 8,010 $ 56,653
Issued as reinvestment of dividends 207
1,502 -- --
Redeemed (528)
(3,796) -- --
- ------------------------------------------------------------
- -------------------------
Net increase 1,470 $
10,404 8,010 $ 56,653
- ------------------------------------------------------------
- -------------------------
<FN>
* The Fund began offering Class C shares on November 7,
1994. Those shares in
existence prior to November 7, 1994, were designated
Class A shares.
</TABLE>
As of May 31, 1995, no Class Y shares had been sold.
7. ORGANIZATION COSTS
The Fund bears all cost in connection with its organization
including the fees
and expenses of registering and qualifying its shares for
distribution under
Federal and state securities regulations. All such costs are
being amortized on
the straight-line basis over a period of five years from
commencement of
operations of the Fund. In the event that any of the initial
shares of the Fund
are redeemed during such amortization period, the Fund will
be reimbursed for
any unamortized organization costs in the same proportion as
the number of
shares redeemed bears to the number of initial shares held
at the time of
redemption.
8. CAPITAL LOSS CARRYFORWARD
As of November 30, 1994, the Fund had available for Federal
tax purposes an
unused capital loss carryforward of $1,477,350 expiring in
the year 2002.
9. REORGANIZATION
On July 15, 1994, the Fund (the "Acquiring Fund') acquired
the assets and
certain liabilities of Smith Barney Shearson Worldwide Prime
Assets Fund (the
"Acquired Fund"), in exchange for shares of the Acquiring
Fund,
15
<PAGE>
Smith Barney
Limited Maturity Treasury Fund
- ------------------------------------------------------------
- -
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
pursuant to a plan of reorganization approved by the
Acquired Fund's
shareholders on July 5, 1994. Total shares issued by the
Acquiring Fund, the
total net assets of the Acquired Fund and the Acquiring Fund
are as follows:
<TABLE>
<CAPTION>
SHARES TOTAL
NET TOTAL NET
ISSUED BY ASSETS
OF ASSETS OF
ACQUIRING ACQUIRED ACQUIRING
ACQUIRED ACQUIRING
FUND FUND FUND
FUND FUND
<S> <C> <C> <C>
<C>
- ------------------------------------------------------------
- ------------------
Smith Barney Shearson
The Fund Worldwide Prime Assets Fund 6,833,657
$49,994,241 $45,562,581
- ------------------------------------------------------------
- ------------------
</TABLE>
The total net assets of the Acquired Fund before acquisition
included unrealized
depreciation of $11,138. The total net assets of the
Acquiring Fund immediately
after the acquisition were $95,556,822.
10. SUBSEQUENT EVENT
On December 20, 1994, the Board of Trustees of the Trust
approved the
reorganization of the Fund with and into the Smith Barney
Funds, Inc. --
Short-Term U.S. Treasury Securities Portfolio (the "Short-
Term U.S. Treasury
Portfolio"). Subject to the approval of the Fund's
shareholders, the
reorganization will take place on or about July 21, 1995, or
such later date as
may be agreed upon by the Fund and the Short-Term U.S.
Treasury Portfolio.
16
<PAGE>
LIMITED
MATURITY
TREASURY
FUND
TRUSTEES
Herbert Barg
Alfred J. Bianchetti
Martin Brody
Dwight B. Crane
Burt N. Dorsett
Elliot S. Jaffe
Stephen E. Kaufman
Joseph J. McCann
Heath B. McLendon
Cornelius C. Rose, Jr.
OFFICERS
Heath B. McLendon
CHAIRMAN OF THE BOARD
AND INVESTMENT OFFICER
Jessica M. Bibliowicz
PRESIDENT
Lewis E. Daidone
SENIOR VICE PRESIDENT
AND TREASURER
James E. Conroy
VICE PRESIDENT AND
INVESTMENT OFFICER
Christina T. Sydor
SECRETARY
[LOGO]
THIS REPORT IS SUBMITTED FOR THE GENERAL INFORMATION OF THE
SHAREHOLDERS OF
SMITH BARNEY LIMITED MATURITY TREASURY FUND. IT IS NOT
AUTHORIZED FOR
DISTRIBUTION TO PROSPECTIVE INVESTORS UNLESS ACCOMPANIED OR
PRECEDED BY AN
EFFECTIVE PROSPECTUS FOR THE FUND, WHICH CONTAINS
INFORMATION CONCERNING THE
FUND'S INVESTMENT POLICIES AND EXPENSES AS WELL AS OTHER
PERTINENT INFORMATION.
SMITH BARNEY
MUTUAL FUNDS
388 Greenwich Street
New York, NY 10013
Fund 162, 475, 495
[LOGO]
FD 2232 7/95
