SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2
NOTICE for
SMITH BARNEY ADJUSTABLE RATE GOVERNMENT INCOME FUND INC.
(Name of Registrant)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices)
Shares of Beneficial Interest $ 0.001, par value
(Title of securities with respect to which Notice is filed)
File Nos. 33-47782 and 811-6663
The following information is required pursuant to Rule 24f2(b)(1):
(i) Period for which Notice is filed: June 1, 1994 to May 31, 1995
(ii) Number or amount of securities of the same class or series
which have been registered under the Securities Act of 1933, as
amended, other than pursuant to Rule 24f-2 but which remained
unsold at the beginning of such fiscal year: None
(iii) Number or amount of securities, if any, registered during
such fiscal year other than pursuant to Rule 24f-2: None
(iv) Number and amount of securities sold during such fiscal year
(excluding shares issued upon reinvestment of dividends): 15,805,381
(all classes, aggregate value $ 155,030,774
(v) Number and amount of securities sold during such fiscal year
in reliance upon Rule 24f-2 (excludes shares issued upon
reinvestment of dividends): 15,805,381 shares $155,030,774
An opinion of counsel with respect to the legality of the above
shares accompanies this Notice.
SMITH BARNEY ADJUSTABLE RATE GOVERNMENT INCOME FUND
Lewis Daidone
Treasurer
DATED: July 31, 1995
*The actual aggregate sales price for which such
securities were sold was $155,030,774. During the fiscal year
ended May 31, 1995, the actual aggregate redemption price of
securities of Class A, Class B and Class C shares redeemed by
the Registrant was $279,466,761. No portion of such aggregate
redemption price has been applied by the Registrant pursuant to
Rule 24e-2(a) in a filing made pursuant to Section 24(e)(1) of
the Investment Company Act of 1940, as amended. Pursuant to
Rule 24f-2(c), the registration fee with respect to the securities
sold is calculated as follows: $155,030,774 - $279,466,761 =
($126,490,897) x.08034483 = $ 0.00. Therefore, no registration
fee is necessary.
July 31 1995
Smith Barney Adjustable Rate Government Income Fund
388 Greenwich Street, 22nd Floor
New York, New York 10013
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
In connection with the filing by Smith Barney Adjustable Rate
Government Income Fund, a Massachusetts business trust (the
"Fund"), of a Notice (the "Notice"), pursuant to Rule 24f-2 under
the Investment Company Act of 1940, as amended (the "Act"), for
the Fund's fiscal year ended May 31, 1995, the undersigned hereby
provides the legal opinion required by that Rule. In accordance
with Rule 24f-2, the Fund has registered an indefinite number of
shares of beneficial interest, $.001 par value, under the
Securities Act of 1933, as amended (the "1933 Act"). The purpose
of the Notice is to make definite the registration of 15,805,381
shares of the Fund (the "Shares") sold in reliance upon the Rule
during the fiscal year ended May 31, 1995.
I am Deputy General Counsel of Smith Barney Mutual Funds
Management Inc., the Fund's administrator, and in such capacity,
from time to time and for certain purposes, act as counsel to the
Fund. In this capacity, I have examined copies of the Fund's
Articles of Incorporation, its By-Laws, resolutions adopted by
its Board of Directors, and such other records and documents as I
have deemed necessary for purposes of this opinion. Furthermore,
I have examined a Certificate of the Treasurer of the Fund to the
effect that the Fund received the cash consideration for each of
the Shares in accordance with the aforementioned organizational
documents and resolutions.
On the basis of the foregoing, and assuming all of the Shares
were sold in accordance with the terms of the Fund's Prospectus
in effect at the time of sale, I am of the opinion that the
Shares have been duly authorized and validly issued and are fully
paid and non-assessable. This opinion is for the limited purposes
expressed above and should not be deemed to be an expression of
opinion as to compliance with the 1933 Act, the 1940 Act or
applicable State "blue sky" laws in connection with the sales of
the Shares.
Very truly yours,
/s/ Lee D. Augsburger
Lee D. Augsburger
