Registration No. 33-47782
811-6663
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. 10 X
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 X
Amendment No. 11 X
SMITH BARNEY ADJUSTABLE RATE GOVERNMENT INCOME FUND
(Exact name of Registrant as Specified in Charter)
388 Greenwich Street, 22nd Floor, 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 Adjustable Rate Government Income Fund
388 Greenwich Street, 22nd Floor
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:
X immediately upon filing pursuant to Rule 485(b)
on 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. Registrant's Rule 24f-2 Notice for the fiscal
period ended May 31, 1995 was filed on July 28, 1995.
SMITH BARNEY ADJUSTABLE RATE GOVERNMENT INCOME FUND
FORM N-1A
CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)
Part A
Item No. Prospectus Caption
1. Cover Page Cover Page
2. Synopsis Prospectus Summary
3. Condensed Financial Financial Highlights,
Information Performance
4. General Description of Cover Page, Prospectus Summary,
Registrant Investment Objectives and Management
Policies; Management of the Fund
Distributor; Additional Information
5. Management of the Fund Prospectus Summary, Management of
the Fund; Distributor; Additional
Information
6. Capital Stock and Other Purchase of Shares, Dividends
Securities Distributions and Taxes; Additional
Information
7. Purchase of Securities Being Purchase
Offered of Shares; Valuation of Shares;
Redemption of Shares; Exchange
Privilege; Additional Information
8 Redemption or Repurchase Purchase of Shares,
Redemption of Shares
9. Legal Proceedings Not Applicable
Part B
Item No. Statement of Additional Information
Caption
10. Cover Page Cover page
11. Table of Contents Contents
12. General Information and Management of the Fund
History Distributor; Organization of the
Fund
13. Investment Objectives and Investment Objective and
Policies Management Policies;
14. Management of the Fund Management of the Fund;
Distributor; Custodian and
Transfer Agent
15. Control Persons and Principal Management of the Fund
Holders of Securities
16. Investment Advisory and Other Management of the Fund
Services Distributor, Custodian and
Transfer Agent
17. Brokerage Allocation Investment Objective and
Management Policies
18. Capital Stock and Other Purchase of Shares, Taxes
Securities
19. Purchase, Redemption and Purchase of Shares, Redemption
Pricing of Securities Being of Shares, Distributor,
Offered Valuation of Shares, Exchange
Privilege
20. Tax Status Taxes
21. Underwriters Distributor
22. Calculation of Performance Performance
Data
23. Financial Statements Financial Statements
Parts A and B are incorporated by reference to Post-Effective Amendment No. 9
to the Registrant's Registration Statement (File Nos. 33-47782 and 811-6663) as
filed with the Securities and Exchange Commission on September 29, 1995
(EDGAR Accession No. 91155-95-372) ("Post-Effective Amendment No. 9").
PART C - FORM N-1A
Item 24. Financial Statements and Exhibits
(a) Financial Statements
Incorporated by reference to Post-Effective Amendment No. 9
(b) Exhibits
(1)(a) First Amended and Restated Master Trust Agreement dated
November 5, 1992 is incorporated by reference to Post-Effective
Amendment No. 5 to the Registration Statement filed September 28, 1993
("Post Effective Amendment No. 5").
(b) Amendment No. 1 to First Amended and Restated Master Trust
Agreement is incorporation by reference to Post-Effective Amendment No. 5.
(c) Amendment No. 2 to First Amended and Restated Master Trust
Agreement is incorporated by reference to Post-Effective Amendment No. 9
.
(2) Registrant's By-Laws are incorporated by reference to Pre-
Effective Amendment No. 1 to the Registration Statement filed
June 6, 1992 ("Pre-Effective Amendment No. 1").
(3) Not Applicable.
(4) Registrant's form of share certificate for Class A, B and C shares
is incorporated by reference to Post-Effective Amendment No. 2 to the
Registration Statement filed August 14, 1992 ("Post-Effective Amendment
No. 2").
(5)(a) Advisory Agreement between the Registrant and Smith Barney
Strategy Advisers Inc. (formerly, Smith Barney Shearson Strategy
Advisers Inc.) is incorporated by reference to Post-Effective Amendment
No. 5.
(b) Form of Sub-Advisory Agreement between the Registrant and
BlackRock Financial Management Inc. is incorporated by reference
to definitive Proxy Materials filed by Registrant on January 12, 1995.
(c) Administration Agreement dated June 1, 1994 between the Registrant
and Smith Barney Mutual Funds Management Inc. (formerly Smith, Barney
Advisers, Inc.) is incorporation by reference to Post-Effective Amendment
No. 6 to the Registration Statement as filed July 29, 1994 ("Post-Effective
Amendment No. 6")
(6) Distribution Agreement between the Registrant and Smith Barney Inc.
(formerly, Smith Barney Shearson Inc.) dated July 30, 1993 is incorporated
by reference to Post-Effective Amendment No. 5.
(7) Not Applicable.
(8) Custody Agreement between the Registrant and PNC Bank, National
Association is incorporated by reference to Post-Effective Amendment No. 9.
(9) Transfer Agency Agreement between the Registrant and The
Shareholder Services Group, Inc. ("TSSG") is incorporated by reference
to Pre-Effective Amendment No. 1.
(10) Opinion of Counsel is incorporated by reference to Pre-Effective
Amendment No. 1.
(11)(a) Not Applicable.
(b) Consent of Independent Accountants is incorporated by reference to
Post-Effective Amendment No. 9.
(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) Amended Services and Distribution Plan pursuant to Rule 12b-1 dated
November 7, 1994 is incorporated by reference to Post-Effective Amendment
No. 9.
(16) Not Applicable.
(17) Financial Data Statement is filed herewith.
(18) Plan pursuant to Rule 18f-3 under the Investment Company Act of 1940
is incorporated by reference to Post-Effective Amendment No. 9.
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 by Class as of September 27, 1995
Shares representing Class A- 5638
beneficial interests,
par value $.001 per Class B - 216
share
Class C - 3
Class Y - 0
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
See the material under the caption "Management of the Fund" included in
Part A (Prospectus) of this Registration Statement and the material
appearing under the caption "Management of the Fund" included in
Part B (Statement of Additional Information) of this Registration Statement.
Investment Adviser - Smith Barney Strategy Advisers Inc.
Smith Barney Strategy Advisers Inc. ("SBSA") was incorporated on
October 22, 1986 under the laws of the State of Delaware. SBSA is a
wholly owned subsidiary of Smith Barney Mutual Funds Management Inc.
("Funds Management"),which was incorporated under the laws of the
State of Delaware in 1968. Funds Management is a wholly owned
subsidiary of Primerica Corporation ("Primerica"). SBSA
is registered as an investment adviser under the Investment
Advisers Act of 1940 (the "Advisers Act").
The list required by this Item 28 of officers and Trustees of Funds
Management, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in
by such officers and trustees during the past two years, is incorporated by
reference to Schedules A and D of FORM ADV filed by Funds Management
pursuant to the Advisers Act (SEC File No. 801-8314).
Item 28 (b). Business and Other Connections of Investment Adviser.
Sub-Investment Adviser -- BlackRock Financial Management L.P.
BlackRock Financial Management Inc. ("BlackRock") is a Delaware
corporation and is a registered investment adviser engaged in the
investment advisory business. Information as to BlackRock's offers and
directors is incorporated by reference to the Form ADV filed by
BlackRock pursuant to the Advisers Act (SEC file No. 801-32183).
Item 29. Principal Underwriters
(a) Smith Barney Inc., currently acts as underwriter for
Smith Barney Funds, Inc.; Smith Barney Money Funds, Inc.;
Smith Barney Municipal Money Market Fund, Inc.; Smith Barney
Muni Funds; Smith Barney Variable Account Funds; Smith
Barney/Travelers Series Fund Inc.; Smith Barney World Funds,
Inc.; Smith Barney Institutional Cash Management Fund, Inc.;
Smith Barney Investment Funds, Inc.; Smith Barney Aggressive
Growth Fund Inc.; Smith Barney Telecommunications Trust;
Smith Barney Principal Return Fund; Consulting Group Capital
Markets Funds; Smith Barney Adjustable Rate Government Income
Fund; Smith Barney Fundamental Value Fund Inc.; Smith Barney
Equity Funds; Smith Barney Income Funds; Smith Barney
Massachusetts Municipals Fund; Smith Barney Arizona Municipals
Fund Inc.; Smith Barney Series Fund; Smith Barney Income Trust;
Smith Barney Appreciation Fund Inc.; Smith Barney California
Municipals Fund Inc.; Smith Barney Managed Governments
Fund Inc.; Smith Barney Managed Municipals Fund Inc.; Smith
Barney New York Municipals Fund Inc.; Smith Barney New
Jersey Municipals Fund Inc.; Smith Barney Precious Metals and
Minerals Fund Inc.; Smith Barney Florida Municipals Fund;
Smith Barney Oregon Municipals Fund; USA High Yield Fund N.V.;
Smith Barney International Funds (Luxembourg); Smith Barney
Worldwide Securities Limited (Bermuda); Smith Barney Worldwide
Special Fund N.V. (Netherlands, Antilles); Smith Barney
Investment Funds Ltd. (Cayman Islands).
Smith Barney, the distributor of Registrant's shares, is a
wholly owned subsidiary of Travelers Group Inc.
(b) The information required by this Item 29 with respect to
each director and officer 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. 8-8177).
(c) Not applicable
Item 30. Location of Accounts and Records
(1) Smith Barney Adjustable Rate Government Income Fund
Smith Barney Strategy Advisers Inc.
Smith Barney Mutual Funds Management Inc.
388 Greenwich Street, 22nd Floor
New York, New York 10013
(2) BlackRock Financial Management Inc.
345 Park Avenue, 31st Floor
New York, New York 10154
(3) PNC Bank, National Association
17th and Chestnut Streets
Philadelphia, Pennsylvania
(4) 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 shareholders 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 and, in connection
with the meeting, to comply with the provisions of Section 16(c) of the
1940 Act relating to communications with the shareholders of certain
common-law trusts.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the
Registrant, SMITH BARNEY ADJUSTABLE RATE GOVERNMENT INCOME
FUND, 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 September, 1995.
Further, the Registrant certifies that this Amendment No. 10 is being filed
solely for the purposes specified in Rule 485(b)(1)(vii) and no
material event has occurred since September 29, 1995 which would render the
Registrant ineligible to file under such Rule.
SMITH BARNEY ADJUSTABLE RATE
GOVERNMENT INCOME FUND
By: /s/ Heath B. McLendon *
Heath B. McLendon, Chief Executive Officer
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
Signature Title Date
/s/ Heath B. McLendon *
Heath B. McLendon Chairman of the Board 10/2/95
Chief Executive Officer
and Trustee
/s/ Lewis E. Daidone
Lewis E. Daidone Treasurer 10/2/95
Chief Financial Officer
/s/ Charles F. Barber*
Charles F. Barber Trustee 10/2/95
/s/ Allan J. Bloostein*
Allan J. Bloostein Trustee 10/2/95
/s/ Martin Brody* Trustee 10/2/95
Martin Brody
/s/ Dwight B. Crane*
Dwight B. Crane Trustee 10/2/95
Robert A. Frankel Trustee
* Signed by Lee D. Augsburger, their duly authorized attorney-in-fact,
pursuant to power of attorney incorporated by reference to Post-Effective
Amendment No. 2.
/s/ Lee D. Augsburger
Lee D. Augsburger
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