As filed with the Securities and Exchange Commission on March 14, 1997
Securities Act File No. Registration No. 33-47782
Investment Company Act File No. 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. 12
[X]
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [X]
Amendment No. 13 [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 on April 14, 1997 pursuant to Rule 485(b)(1)(ix)
_______________________________________________________________________
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, 1996 was filed on July 29, 1996 as accession
number 91155-96-000292.
</R
SMITH BARNEY ADJUSTABLE RATE GOVERNMENT INCOME FUND
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages and documents:
Front Cover
Contents Page
Cross-Reference Sheet
Part A -Prospectus
Part B - Statement of Additional Information
Part C - Other Information
Signature Page
Exhibits
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 of Shares; Valuation
of
Offered 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
PART A
The Prospectus of Smith Barney Adjustable Rate Government Income Fund
(the "Fund") is incorporated by reference to Part A of Post-Effective
Amendment No. 11 to the Fund's Registration Statement filed on September
30, 1996 (Accession No. 91155-96-390).
The Supplement to Prospectus dated April 14, 1997 of the Fund for the
purpose of creating a new class of shares, Class I shares, is filed
herein.
SMITH BARNEY ADJUSTABLE RATE GOVERNMENT INCOME FUND
Supplement dated April 14, 1997
to the Prospectus dated September 30, 1996
The following information supplements, and to the extent inconsistent
therewith, supersedes, the information in the Prospectus under:
Purchase of Shares:
Class I Shares. Class I shares are available only to investors
meeting an initial investment minimum of $100,000. Class I shares are sold at
net asset value with no initial sales charge or CDSC. They are subject to an
annual service fee of 0.25% of the daily net assets of the Class.
Subject to the initial investment minimum of $100,000, Class I shares,
are eligible for purchase through the Systematic Investment Plan.
Expenses:
The following expense table lists the costs and expenses an investor will
incur either directly or indirectly as a shareholder of the Fund, based on the
maximum CDSC, if any, that may be incurred at the time of redemption and,
unless otherwise noted, the Fund's operating expenses are for the six month
period ending November 30, 1996.
Class A Class B Class C Class I
Shareholder Transaction Expenses
Maximum sales charge imposed
on purchases (as a percentage
of offering price) None None None None
Maximum CDSC
(as a percentage of
redemption proceeds) None* 5.00** None***None
Annual Fund Operating Expenses
(as a percentage of average
net assets)
Management fees 0.60% 0.60% 0.60% 0.60%
12b-1 fees 0.75 0.75 0.75 0.25
Other expenses 0.23 0.25 0.25 0.25****
TOTAL FUND OPERATING EXPENSES 1.58% 1.60% 1.60% 1.10%
================================================================
* Class A shares acquired as part of an exchange privilege transaction, which
were originally acquired in one of the other funds of the Smith Barney Mutual
Funds at net asset value subject to a CDSC, remain subject to the original
fund's CDSC while held in the Fund.
**Existing investors in the Smith Barney 401(k) Program may continue to
purchase Class B shares of the Fund; all other investors may acquire Class B
shares through exchanges only. Upon 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. Class B
shares acquired by participating plans will be subject to an 3.00% CDSC for
eight years, payable upon a participating plan's withdrawal from the Smith
Barney 401(k) Program. See "Smith Barney 401(k) Program" in the Prospectus.
***Only existing investors in the Smith Barney 401(k) program may continue to
purchase Class C shares of the Fund.
****Other expenses are estimated based upon Class C shares for the six month
period ended November 30, 1996.
EXAMPLE
The following example is intended to assist an investor in understanding
the various costs 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. See "Purchase of Shares," "Redemption
of Shares" and "Management of the Fund."
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 shares $16 $50 $86 $187
Class B shares 66 80 97 190
Class C shares 2 50 87 190
Class I shares 11 35 61 134
An investor would pay the following
expenses on the same investment,
assuming the same annual return and
no redemption:
Class A shares $16 $50 $86 $187
Class B shares 16 50 87 190
Class C shares 16 50 87 190
Class I shares 11 35 61 134
===================================================================
*Ten-year figures for the Class B shares assume conversion of such shares to
Class A shares at the end of the eighth year following the date of purchase.
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 comparison, 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 following information for the year ended May 31, 1996 has been audited by
KPMG Peat Marwick, LLP, independent auditors, whose report thereon appears in
the Fund's Annual Report dated May 31, 1996. The following information for the
fiscal years ended May 31, 1993 through May 31, 1995 has been audited by
Coopers & Lybrand LLP. This information should be read in conjunction with the
financial statements and related notes that also appear in the Fund's Annual
Report, which is incorporated by reference into the Statement of Additional
Information.
For a share of each class of beneficial interest outstanding throughout each
period.
Class A Shares 1996(1) 1996 1995(2)
1994 1993(3)
=====================================================================
Net Asset Value, Beginning of Period $9.84 $9.88 $9.78
$9.96 $10.00
Income From Operations:
Net investment income (4) 0.20 0.56 0.47
0.37 0.44
Net realized and unrealized
gain (loss) 0.11 (0.04)
0.13 (0.17) (0.05)
Total Income From Operations 0.31 0.52 0.60
0.20 0.39
Less Distributions From:
Net investment income (0.27) (0.56) (0.49)
(0.37) (0.43)
Overdistribution of net
investment income -- -- (0.00)*
(0.01) --
Net realized gains -- --
(0.01) -- --
Total Distributions (0.27) (0.56)
(0.50) (0.38) (0.43)
Net Asset Value, End of Period $9.88 $9.84 $9.88
$9.78 $9.96
Total Return 3.08%++ 5.48% 6.39%
2.05% 3.89%++
======================================================================
Net Assets, End of Period (000s) $140,468 $155,622 $174,463
$283,627 $313,184
Ratio to Average Net Assets:
Expenses (4)(5) 1.58%+ 1.58%
1.60% 1.53% 1.50%+
Net investment income 5.57+ 5.66 4.94
3.72 4.36+
Portfolio Turnover Rate 135% 273% 524%
525% 236%
======================================================================
(1) For the six month period ended November 30, 1996 (unaudited).
(2) Per share amounts have been calculated using the monthly average shares
method, which more appropriately presents the per share data for the period
since the use of the undistributed net investment income method does not
accord with results of operations.
(3) For the period from June 22, 1992 (Inception date) to May 31, 1993.
(4) The Investment adviser waived a portion of its fees for the period ended
May 31, 1993. If such fees were not waived, the per share effect on net
investment income would have been a decrease of $0.01 and the expense ratio
would have been 2.03% (annualized).
(5) For the years ended May 31, 1995 and May 31, 1994 and the period ended
May 31, 1993, the annualized expense ratios were calculated excluding interest
expense. The ratios including interest expense were 2.47%, 2.31% and 1.92%,
respectively.
* Amount represents less than $0.01 per share.
++ Total return is not annualized, as it may not be representative of the
total return for the year.
+ Annualized.
Class B Shares 1996(1) 1996 1995(2)
1994 1993(3)
=====================================================================
Net Asset Value, Beginning of Period $9.84 $9.88 $9.78
$9.96 $9.96
Income From Operations:
Net investment income (4) 0.20 0.56 0.47
0.37 0.25
Net realized and unrealized
gain (loss) 0.09 (0.04)
0.13 (0.17) --
Total Income From Operations 0.29 0.52 0.60
0.20 0.25
Less Distributions From:
Net investment income (0.27) (0.56) (0.49)
(0.37) (0.25)
Overdistribution of net
investment income -- -- (0.00)*
(0.01) --
Net realized gains -- --
(0.01) -- --
Total Distributions (0.27) (0.56)
(0.50) (0.38) (0.25)
Net Asset Value, End of Period $9.86 $9.84 $9.88
$9.78 $9.96
Total Return 2.87%++ 5.48% 6.39%
2.05% 2.56%++
======================================================================
Net Assets, End of Period (000s) $4,670 $5,712 $4,521
$8,422 $3,569
Ratio to Average Net Assets:
Expenses (4)(5) 1.60%+ 1.60%
1.63% 1.57% 1.50%+
Net investment income 5.56+ 5.64 4.92
3.68 4.36+
Portfolio Turnover Rate 135% 273% 524%
525% 236%
======================================================================
(1) For the six month period ended November 30, 1996 (unaudited).
(2) Per share amounts have been calculated using the monthly average shares
method, which more appropriately presents the per share data for the period
since the use of the undistributed net investment income method does not
accord with results of operations.
(3) For the period from November 6, 1992 (inception date) to May 31, 1993.
(4) The Investment adviser waived a portion of its fees for the period ended
May 31, 1993. If such fees were not waived, the per share effect on net
investment income would have been a decrease of $0.01 and the expense ratio
would have been 2.03% (annualized).
(5) For the years ended May 31, 1995 and May 31, 1994 and the period ended
May 31, 1993, the annualized expense ratios were calculated excluding interest
expense. The ratios including interest expense were 2.49%, 2.35% and 1.92%,
respectively.
* Amount represents less than $0.01 per share.
++ Total return is not annualized, as it may not be representative of the
total return for the year.
+ Annualized.
Class C Shares 1996(1) 1996
1995(2)(3) 1994(4)
===========================================================
Net Asset Value, Beginning of Period $9.82 $9.88 $9.78
$9.98
Income From Operations:
Net investment income (4) 0.20 0.56 0.46
0.37
Net realized and unrealized
gain (loss) 0.11 (0.06)
0.10 (0.19)
Total Income From Operations 0.31 0.50 0.56
0.18
Less Distributions From:
Net investment income (0.27) (0.56) (0.45)
(0.37)
Overdistribution of net
investment income -- -- (0.00)*
(0.01)
Net realized gains -- --
(0.01) --
Total Distributions (0.27) (0.56)
(0.46) (0.38)
Net Asset Value, End of Period $9.86 $9.82 $9.88
$9.78
Total Return 3.04%++ 5.27%
5.93% 1.83% ++
===========================================================
Net Assets, End of Period (000s) $33 $34 $2
$113
Ratio to Average Net Assets:
Expenses (4)(5) 1.60%+ 1.59%
1.59% 1.55%+
Net investment income 5.56+ 5.66 4.95
3.69+
Portfolio Turnover Rate 135% 273% 524%
525%
============================================================
(1) For the six month period ended November 30, 1996 (unaudited).
(2) Per share amounts have been calculated using the monthly average shares
method, which more appropriately presents the per share data for the period
since the use of the undistributed net investment income method does not
accord with results of operations.
(3) On November 7, 1994, the former Class D shares were renamed Class C
shares.
(4) For the period from June 2, 1993 (inception date) to May 31, 1994.
(5) For the year ended May 31, 1995 and the period ended May 31, 1994, the
annualized expense ratios were calculated excluding interest expense. The
ratios including interest expense were 2.46% and 2.34%, respectively.
* Amount represents less than $0.01 per share.
++ Total return is not annualized, as it may not be representative of the
total return for the year.
+ Annualized.
Since Class I shares were not available as of May 31, 1996, no comparable
financial information is available at this time for that Class
Exchange Privilege:
Class I shares do not have exchange privileges.
Additional Information
Class I shares are subject to the same terms and conditions as other
classes of the Fund as outlined in the Prospectus.
FD 01276 3/97
PART B
The Statement of Additional Information of the Fund is incorporated by
reference to Part B of Post-Effective Amendment No. 11 to the Fund's
Registration Statement filed on September 30, 1996 (Accession No. 91155-
96-390).
PART C - FORM N-1A
Item 24. Financial Statements and Exhibits
(a) Financial Statements Location In:
Part A Part B
Annual Semi-Annual
Report Report
Investment Portfolios -- * -- *
Statement of Assets and Liabilities -- * -- *
Statements of Operations -- * -- *
Statements of Changes in Net Assets -- * -- *
Notes to Financial Statements -- * -- *
Supplementary Information -- * -- *
* The Registrant's Annual Report for the fiscal year ended May 31, 1996
is incorporated by reference to the N-30D filed on August 8, 1996 as
Accession # 91155-96-318.
The Registrant's Semi-Annual Report for the period ended November 30,
1996 is incorporated by reference to the N-30D filed on January 31, 1997
as Accession # 91155-97-57.
All other statements and schedules are omitted because they are not
applicable or the required information will be shown in the financial
statements or notes thereto.
(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
(d) Amendment No. 3 to First Amended and Restated Master Trust
Agreement is filed herein.
(e) Amendment No. 4 to First Amended and Restated Master Trust
Agreement is filed herein
(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,C, I and Y
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 incorporated 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 First Data
Investor Services Group, Inc. (formerly The Shareholder Services Group,
Inc.) 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 filed herewith.
(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 February 25, 1997 is filed herein
(16) Not Applicable.
(17) Financial Data Statement is filed herewith.
(18) Amended Plan pursuant to Rule 18f-3 under the Investment Company
Act of 1940 is filed herein.
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 February 28,
1997
Shares representing
Class A- 4592
beneficial interests,
par value $.001 per Class B - 198
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.
("SBMFM"),which was incorporated under the laws of the State of Delaware
in 1968. SBMFM is a wholly owned subsidiary of Smith Barney Holdings
Inc., which in turn is a wholly owned subsidiary of Travelers Group Inc.
("Travelers"). 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 SBMFM,
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 SBMFM 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; 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 Investment 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 Jersey Municipals Fund Inc.;
Smith Barney Natural Resources Fund Inc.; Smith Barney Oregon Municipals
Fund; USA High Yield Fund N.V.; Smith Barney International Funds
(Luxembourg); Worldwide Securities Limited (Bermuda); Worldwide Special
Fund N.V. (Netherlands, Antilles); Smith Barney Investment Funds Ltd.
(Cayman Islands). Smith Barney Concert Series Inc.
Smith Barney, the distributor of Registrant's shares, is a wholly owned
subsidiary of Travelers.
(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) First Data Investor 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 14th day of March,
1997. Further, the Registrant certifies that this Amendment No. 12 is
being filed solely for the purposes specified in Rule 485(b)(1)(vii) and
no material event has occurred since September 30, 1996 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
We, the undersigned, hereby severally constitute and appoint Heath B.
McLendon, Christina T. Sydor and Michael Kocur, our true and lawful
attorneys, with full power, to sign for us, and in our hands and in the
capacities indicated below, any and all Post-Effective 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 full 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 *
Heath B. McLendon Chairman of the Board 03/14/97
Chief Executive Officer
and Trustee
/s/ Lewis E. Daidone
Lewis E. Daidone Treasurer 03/14/97
Chief Financial Officer
/s/ Charles F. Barber*
Charles F. Barber Trustee 03/14/97
/s/ Allan J. Bloostein*
Allan J. Bloostein Trustee 03/14/97
/s/ Martin Brody*
Martin Brody Trustee 03/14/97
/s/ Dwight B. Crane*
Dwight B. Crane Trustee 03/14/97
/s/ Robert A. Frankel*
Robert A. Frankel Trustee 03/14/97
/s/ William R. Hutchinson *
William R. Hutchinson Trustee 03/14/97
* Signed by Michael Kocur, their duly authorized attorney-in-fact,
pursuant to power of attorney filed herein.
/s/ Michael Kocur
Michael Kocur
EXHIBIT INDEX
Number Exhibit
(1)(d) Amendment No. 3 to First Amended and Restated Master Trust Agreement
(1)(e) Amendment No. 4 to First Amended and Restated Master Trust Agreement
(11)(b) Auditor's Consent
(15) Amended Services and Distribution Plan pursuant to Rule 12b-1
(17) Finacial Data Schedule
(18) Amended Plan pursuant to Rule 18f-3
SMITH BARNEY ADJUSTABLE RATE GOVERNMENT INCOME FUND
AMENDMENT NO. 3 TO THE FIRST AMENDED AND RESTATED
MASTER TRUST AGREEMENT
WHEREAS, Section 4.1 of the First Amended and Restated Master
Trust Agreement of Smith Barney Adjustable Rate Government Income Fund
(the "Trust") dated November 5, 1992, as amended, authorizes the
Trustees of the Trust to issue classes of shares of any Sub-Trust or
divide the Shares of any Sub-Trust into classes, having different
dividend, liquidation, voting and other rights as the Trustees may
determine;
WHEREAS, the Trustees have previously established and designated
four classes of shares, Classes A, B, C, and D for the sole Sub-Trust of
the Trust: Smith Barney Adjustable Rate Government Income Fund;
WHEREAS, a majority of the Trustees unanimously voted on September
7, 1994 to redesignate the existing Class C shares of the Sub-Trust as
Class Z shares, such change to be effective concurrently with the
effectiveness of the Supplement to the Prospectus of of the Sub-Trust
describing said Class Z shares;
WHEREAS, the Trustees unanimously voted on September 7, 1994 to
redesignate the existing Class D shares of the Sub-Trust as Class C
shares, such change to be effective concurrently with the effectiveness
of the Supplement to the Prospectus of the Sub-Trust describing said
Class C shares;
WHEREAS, the Trustees unanimously voted on September 7, 1994 to
establish and designate a new class of shares of the Sub-Trust as Class
Y shares.
NOW, THEREFORE, the undersigned Assistant Secretary of the Trust
hereby states as follows:
1. That, pursuant to the vote of the Trustees, (i) the existing
class of shares of the aforementioned Sub-Trust heretofore designated as
Class C shares be redesignated as Class Z shares of the Smith Barney
Adjustable Rate Government Income Fund; and (ii) the existing class of
shares of the aforementioned Sub-Trust heretofore designated as Class D
shares be redesignated as Class C shares of the Smith Barney Adjustable
Rate Government Income Fund; such changes to become effective
concurrently with the effectiveness of the Supplement to the Prospectus
of the Sub-Trust describing the redesignated Class Z and Class C shares.
Each such class of shares shall have the rights and preferences as set
forth in the Supplement to the Prospectus of the Sub-Trust dated
November 7, 1994, as such Prospectus may be further amended from time
to time.
2. That, pursuant to the vote of the Trustees, the
aforementioned Sub-Trust be divided into an additional class of shares
established and designated a Class Y shares. Such class of shares shall
have the rights and preferences as set forth in the Supplement to the
Prospectus of the Sub-Trust dated November 7, 1994, as such Prospectus
may be further amended from time to time.
IN WITNESS WHEREOF, the undersigned hereby sets his hand this 3rd
day of November, 1994.
SMITH BARNEY ADJUSTABLE RATE
GOVERNMENT INCOME FUND
/s/ Lee D. Augsburger
By: Lee D. Augsburger
Title: Assistant Secretary
G:\FUNDS\ARMS\MISC\AMENDNO3.ARM
SMITH BARNEY ADJUSTABLE RATE GOVERNMENT INCOME FUND
AMENDMENT NO. 4
TO THE
FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
Amendment No. 4 to the First Amended and Restated Master Trust
Agreement dated November 5, 1992 (amending the Master Trust Agreement
dated May 7, 1992) (the "Agreement"), of Smith Barney Adjustable Rate
Government Income Fund (the "Trust"), made at New York this 10th day of
March, 1997.
W I T N E S S E T H:
WHEREAS, Article VII, Section 7.3 of the Agreement provides that
the Agreement may be amended at any time, so long as such amendment does
not adversely affect the rights of any Shareholder with respect to which
such amendment is or purports to be applicable and so long as such
amendment is not in contravention of applicable law, including the
Investment Company Act of 1940, as amended (the "1940 Act"), by an
instrument in writing signed by a majority of the Trustees (or by an
officer of the Trust pursuant to a vote of a majority of such Trustees);
and
WHEREAS, Article IV, Section 4.1 of the Agreement provides that
the Trustees of the Trust may establish and designate Sub-Trusts of the
Trust and classes thereof; and
WHEREAS, the Trustees have previously established and designated
five classes of shares, Classes A, B, C, Y and Z for the Sub-Trust of
the Trust; and
WHEREAS, a majority of the Trustees voted on February 25, 1997 to
establish and designate a new class of shares of the Sub-Trust as Class
I shares; and
WHEREAS, a majority of Trustees have duly approved this amendment
to the Agreement and have authorized the same to be filed with the
Secretary of State of the Commonwealth of Massachusetts.
NOW, THEREFORE, the undersigned Michael Kocur, a duly elected and
serving Assistant Secretary of the Trust, pursuant to the authorization
described above, hereby declares as follows:
1. The initial paragraph of Article IV, Section 4.2 of the
Agreement is amended to read as follows:
Without limiting the authority of the Trustees set
forth in Section 4.1 to establish and designate any
further Sub-Trusts and classes, the Trustees hereby
establish and designate the following Sub-Trust and
classes thereof: "Smith Barney Adjustable Rate
Government Income Fund" which shall consist of
Classes A, B, C, I, Y, and Z. The Shares of the such
Sub-Trust and classes thereof and any Shares of any
further Sub-Trust or classes that may from time to
time be established and designated by the Trustees
shall (unless the Trustees otherwise determine with
respect to some further Sub-Trust or class at the time
of establishing and designating the same) have the
following relative rights and preferences:
2. This amendment to the Agreement shall be effective on
the effective date of the post-effective amendment to the Trust's
Registration Statement on Form N-1A that contains a Prospectus
offering the Class I shares of the Sub-Trust of the Trust.
WITNESS my hand and seal this 10th day of March, 1997.
/s/ Michael Kocur
Michael Kocur
Assistant Secretary
G:\FUNDS\ARMS\MISC\AMENDNO4.ARM
Independent Auditors' Consent
To the Shareholders and Board of Directors of
Smith Barney Adjustable Rate Government Income Fund:
We consent to the use of our report dated July 24, 1996, for the Smith
Barney Adjustable Rate Government Income Fund incorporated herein by
reference and to the references to our Firm under the heading "Financial
Highlights" in the Supplement dated April 14, 1997 to the Prospectus dated
September 30, 1996.
KPMG Peat Marwick LLP
New York, New York
March 14, 1997
AMENDED SERVICES AND DISTRIBUTION PLAN
SMITH BARNEY ADJUSTABLE RATE GOVERNMENT INCOME FUND
This Services and Distribution Plan (the "Plan") is adopted in
accordance with rule 12b-1 (the "Rule") under the Investment Company Act
of 1940, as amended (the "1940 Act"), by Smith Barney Adjustable Rate
Government Income Fund, a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Fund"), subject to the following
terms and conditions:
Section 1. Annual Fee
(a) Class A Service Fee. The Fund will pay to the distributor of
its shares, Smith Barney Inc., a corporation organized under the laws of
the State of Delaware ("Distributor"), a service fee under the Plan at
the annual rate of .25% of the average daily net assets of the Fund
attributable to the Class A shares (the "Class A Service Fee").
(b) Service Fee for Class B shares. The Fund will pay to the
Distributor a service fee under the Plan at the annual rate of .25% of
the average daily net assets of the Fund attributable to the Class B
shares (the "Class B Service Fee").
(c) Service Fee for Class C shares. The Fund will pay to the
Distributor a service fee under the Plan at the annual rate of .25% of
the average daily net assets of the Fund attributable to the Class C
shares (the "Class C Service Fee").
(c) Service Fee for Class I shares. The Fund will pay to the
Distributor a service fee under the Plan at the annual rate of .25% of
the average daily net assets of the Fund attributable to the Class I
shares (the "Class I Service Fee" and collectively with the Class A
Service Fee, the Class B Service Fee and the Class C Service Fee, the
"Service Fees").
(d) Distribution Fee for Class A shares. In addition to the Class
A Service Fee, the Fund will pay the Distributor a distribution fee
under the Plan at the annual rate of .50% of the average daily net
assets of the Fund attributable to the Class A shares (the "Class A
Distribution Fee" and collectively with the Class A Service Fee, the
"Class A Distribution and Shareholder Servicing Fees").
(e) Distribution Fee for Class B shares. In addition to the Class
B Service Fee, the Fund will pay the Distributor a distribution fee
under the Plan at the annual rate of .50% of the average daily net
assets of the fund attributable to the Class B shares (the "Class B
Distribution Fee" and collectively with the Class B Service Fee, the
"Class B Distribution and Shareholder Servicing Fees").
(f) Distribution Fee for Class C shares. In addition to the Class
C Service Fee, the Fund will pay the Distributor a distribution fee
under the Plan at the annual rate of .50% of the average daily net
assets of the Fund attributable to the Class C shares. (the "Class C
Distribution Fee" and collectively with the Class C Service Fee, the
"Class C Distribution and Shareholder Servicing Fees", and collectively
with the Class A Distribution Fee and the Class B Distribution Fee, the
"Distribution Fees").
(g) Payment of Fees. The Service Fees and Distribution Fees will
be calculated daily and paid monthly by the Fund with respect to the
foregoing classes of the fund's shares (each a "Class" and together the
"Classes") at the annual rates indicated above.
Section 2. Expenses Covered by the Plan
With respect to expenses incurred by each Class its respective
Service Fees and/or Distribution Fees may be used for; (a) costs of
printing and distributing the Fund's prospectus, statement of additional
information and reports to prospective investors in the Fund; (b) costs
involved in preparing, printing and distributing sales literature
pertaining o the Fund; (c) an allocation of overhead and other branch
office distribution-related expenses of the Distributor; (d) payments
made to, and expenses of Smith Barney Financial Consultants and other
persons who provide support services in connection with the distribution
of the Fund's shares, including but not limited to, office space and
equipment, telephone facilities, answering routine inquires regarding
the Fund, processing shareholder transactions and providing any other
shareholder services not otherwise provided by the Fund's Transfer
agent; and (e) accruals for interest on the amount of the foregoing
expenses that exceed the Distribution Fee and, in the case of Class B
shares, the contingent deferred sales charge received by the
Distributor; provided, however, that the Distribution Fees may be used
by the Distributor only to cover expenses primarily intended to result
in the sale of the Fund's Class B and C shares, including without
limitation, payments to Distributor's financial consultants ant the time
of the sale of Class B and C shares. In addition, Service Fees are
intended to be used by the Distributor primarily to pay its financial
consultants for servicing shareholder accounts, including a continuing
fee to each such financial consultant, which fee shall begin to accrue
immediately after the sale of such shares.
Section 3. Approval of Shareholders
The Plan will not take effect, and no fees will be payable in
accordance with Section 1 of the Plan, with respect to a Class until the
Plan has been approved by a vote of a least a majority of the
outstanding voting securities of the Class. The Plan will be deemed to
have been approved with respect to a class so longer as a majority of
the outstanding voting securities of the Class votes for the approval of
the Plan, notwithstanding that: (a) the Plan has not been approved by a
major of the outstanding voting securities of any other Class, or (b)
the Plan has not been approved by a majority of the outstanding voting
securities of the Fund.
Section 4. Approval of Trustees
Neither the Plan nor any related agreements will take effect until
approved by a majority of both (a) the full Board of Trustees of the
Fund and (b) those Trustees who are not interested persons of the Fund
and who have not direct or indirect financial interest in the operation
of the Plan or in any agreements related to it (the "Qualified
Trustees"), cast in person at a meeting called for the purpose of voting
on the Plan and the related agreements.
Section 5. Continuance of the Plan
The Plan will continue in effect with respect to each Class until
November 7, 1995, and thereafter for successive twelve-month periods
with respect to each Class; provided, however, that such continuance is
specifically approved at least annually by the Trustees of the Fund and
by a majority of the Qualified Trustees.
Section 6. Termination
The Plan may be terminated at any time with respect to a Class (i)
by the Fund without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of such Class or (ii) by a
vote of the Qualified Trustees. The Plan may remain in effect with
respect to a particular Class even if the Plan has been terminated in
accordance with this Section 6 with respect to any other Class.
Section 7. Amendments
The Plan may to be amended with respect to any Class so as to
increase materially the amounts of the Fees described in Section 1
above, unless the amendment is approved by a vote of the holders of at
least a majority of the outstanding voting securities of that class. No
material amendment to the Plan may be made unless approved by the Fund's
Board of Trustees in the manner described in Section 4 above.
Section 8. Selection of Certain Trustees
While the Plan is in effect, the selection and nomination of the
Fund's Trustees who are not interested persons of the Fund will be
committed to the discretion of the Trustees then in office who are not
interested persons of the Fund.
Section 9. Written Reports
In each year during which the Plan remains in effect, a person
authorized to direct the disposition of monies paid or payable by the
Fund pursuant to the Plan or any related agreement will prepare and
furnish to the Fund's Board of Trustees and the Board will review, at
least quarterly, written reports complying with the requirements of the
Rule, which sets out the amounts expended under the Plan and the
purposes for which those expenditures were made.
Section 10. Preservation of Materials
The Fund will preserve copies of the Plan, any agreement relating
to the Plan and any report made pursuant to Section 9 above, for a
period of not less than six years (the first two years in an easily
accessible place) from the date of the Plan, agreement or report.
Section 11. Meanings of Certain Terms
As used in the Plan, the terms "interested person" and "majority
of the outstanding voting securities" will be deemed to have the same
meaning that those terms have under the 1940 Act by the Securities and
Exchange Commission.
Section 12. Limitation of Liability
It is expressly agreed that the obligations of the Fund hereunder
shall not be binding upon of the Trustees, shareholders, nominees,
officers, employees or agents, whether past, present or future, of the
Fund, individually, but are binding only upon the assets and property of
the Fund, as provided, as provided in the Master Trust Agreement of the
Fund. The execution and delivery of this Plan has been authorized by
the Trustees and by shareholders of the Fund holding at least a majority
of the outstanding voting securities and signed by an authorized officer
of the Fund, acting as such, and neither such authorization by such
Trustees and shareholders nor such execution and delivery by such
officer be deemed to have made by any of them individually or to impose
any liability on any of them personally, but shall bind only the trust
property or the Fund as provided in its Master Trust Agreement.
IN WITNESS WHEREOF, the Fund execute the Plan as of February 25,
1997.
SMITH BARNEY ADJUSTABLE RATE
GOVERNMENT INCOME FUND
By: /s/ Heath B. McLendon
Heath B. McLendon
Chairman of the Board
Rule 18f-3 (d) Multiple Class Plan for Smith Barney Mutual Funds
Introduction
This plan (the "Plan") is adopted pursuant to Rule 18f-3 (d) of the Investment
Company Act of 1940, as amended (the "1940 Act"). The purpose of the Plan is
to restate the existing arrangements previously approved by the Boards of
Directors and Trustees of certain of the open-end investment companies set
forth on Schedule A (the "Funds" and each a "Fund") distributed by Smith
Barney Inc. ("Smith Barney") under the Funds' existing order of exemption
(Investment Company Act Release Nos. 20042 (January 28,
1994) (notice) and 20090 (February 23, 1994)). Shares of the Funds are
distributed pursuant to a system (the "Multiple Class System") in which each
class of shares (a "Class") of a Fund represents a pro rata interest in the
same portfolio of investments of the Fund and differs only to the extent
outlined below.
I. Distribution Arrangements and Service Fees
One or more Classes of shares of the Funds are offered for purchase by
investors with the following sales load structure. In addition, pursuant to
Rule 12b-1 under the 1940 Act (the "Rule"), the Funds have each adopted a plan
(the "Services and Distribution Plan") under which shares of the Classes are
subject to the services and distribution fees described below.
1. Class A Shares
Class A shares are offered with a front-end sales load and under the Services
and Distribution Plan are subject to a service fee of up to 0.25% of average
daily net assets. In addition, the Funds are permitted to asses a contingent
deferred sales charge ("CDSC") on certain redemptions of Class A shares sold
pursuant
to a complete waiver of front-end sales loads applicable to large purchases,
if the shares are redeemed within one year of the date of purchase. This
waiver applies to sales of Class A shares where the amount of purchase is
equal to or exceeds $500,000 although this amount may be changed in the
future.
2. Class B Shares
Class B shares are offered without a front-end sales load, but are subject to
a five-year declining CDSC and under the Services and Distribution Plan are
subject to a service fee at an annual rate of up to 0.25% of average daily net
assets and a distribution fee at an annual rate of up to 0.75% of average
daily net assets.
3. Class C Shares
Class C shares are offered without a front-end load, but are subject to a one-
year CDSC and under the Services and Distribution Plan are subject to a
service fee at an annual rate of up to 0.25% of average daily net assets and a
distribution fee at an annual rate of up to 0.75% of average daily net assets.
Unlike Class B shares, Class C shares do not have the conversion feature as
discussed below and accordingly, these shares are subject to a distribution
fee for an indefinite period of time. The Funds reserve the right to impose
these fees at such higher rates as may be determined.
4. Class I Shares
Class I shares are offered without a front-end sales load, but are subject
under the Services and Distribution Plan to a service fee at an annual rate of
up to 0.25% of average daily net assets.
5. Class Y Shares
Class Y shares are offered without impositions of either a sales charge or a
service or distribution fee for investments where the amount of purchase is
equal to or exceeds $5 million.
6. Class Z Shares
Class Z shares are offered without imposition of either a sales charge or a
service or distribution fee for purchase (i) by employee benefit and
retirement plans of Smith Barney and its affiliates, (ii) by certain unit
investment trusts sponsored by Smith Barney and its affiliates, and (iii)
although not currently authorized by the governing boards of the Funds, when
and if authorized, (x) by employees of Smith Barney and its affiliates and (y)
by directors, general partners or trustees of any investment company for which
Smith Barney serves as a distributor and, for each of (x) and (y), their
spouses and minor children.
7. Additional Classes of Shares
The Boards of Directors and Trustees of the Funds have the authority to create
additional classes, or change existing Classes, from time to time, in
accordance with Rule 18f-3 of the 1940 Act.
II. Expense Allocations
Under the Multiple Class System, all expenses incurred by a Fund are allocated
among the various Classes of shares based on the net assets of the Fund
attributable to each Class, except that each Class's net assets value and
expenses reflect the expenses associated with that Class under the Fund's
Services and Distribution Plan, including any costs associated with obtaining
shareholder approval of the Services and Distribution Plan (or an amendment
thereto) and any expenses specific to that Class. Such expenses are limited
to the following:
(i) transfer agency fees as identified by the transfer agent as being
attributable to a specific Class;
(ii) printing and postage expenses related to preparing and
distributing materials such as shareholder reports, prospectuses and proxies
to current shareholders;
(iii) Blue Sky registration fees incurred by a Class of shares;
(iv) Securities and Exchange Commission registration fees incurred by a
Class of shares;
(v) the expense of administrative personnel and services as required
to support the shareholders of a specific Class;
(vi) litigation or other legal expenses relating solely to one Class of
shares; and
(vii) fees of members of the governing boards of the funds incurred as a
result of issues relating to one Class of shares.
Pursuant to the Multiple Class System, expenses of a Fund allocated to a
particular Class of shares of that Fund are borne on a pro rata basis by each
outstanding share of that Class.
III. Conversion Rights of Class B Shares
All Class B shares of each Fund will automatically convert to Class A shares
after a certain holding period, expected to be, in most cases, approximately
eight years but may be shorter. Upon the expiration of the holding period,
Class B shares (except those purchases through the reinvestment of dividends
and other distributions paid in respect of Class B shares) will automatically
convert to Class A shares of the Fund at the relative net asset value of each
of the Classes, and will, as a result, thereafter be subject to the lower fee
under the Services and Distribution Plan. For purposes of calculating the
holding period required for conversion, newly created Class B shares issued
after the date of implementation of the Multiple Class System are deemed to
have been issued on (i) the date on which the issuance of the Class B shares
occurred or (ii) for Class B shares obtained through an exchange, or a series
of exchanges, the date on which the issuance of the original Class B shares
occurred.
Shares purchased through the reinvestment of dividends and other distributions
paid in respect of Class B shares are also Class B shares. However, for
purposes of conversion to Class A, all Class B shares in a shareholder's Fund
account that were purchased through the reinvestment of dividends and other
distributions paid in respect of Class B shares (and that have not converted
to Class A shares as provided in the following sentence) are considered to be
held in a separate sub-account. Each time any Class B shares in the
shareholder's Fund account (other than those in the sub-account referred to in
the preceding
sentence) convert to Class A, a pro rata portion of the Class B shares then in
the sub-account also converts to Class A. The portion is determined by the
ratio that the shareholder's Class B shares converting to Class A bears to the
shareholder's total Class B shares not acquired through dividends and
distributions.
The conversion of Class B shares to Class A shares is subject to the
continuing availability of a ruling of the Internal Revenue Service that
payment of different dividends on Class A and Class B shares does not result
in the Fund's dividends or distributions constituting "preferential dividends"
under the Internal Revenue Code of 1986, as amended (the "Code"), and the
continuing availability of an opinion of counsel to the effect that the
conversion of shares does not constitute a taxable event under the Code. The
conversion of Class B shares to Class A shares may be suspended if this
opinion is no longer available, In the event that conversion of Class B
shares of not occur, Class B shares would continue to be subject to the
distribution fee and any incrementally higher transfer agency costs attending
the Class B shares for an indefinite period.
IV. Exchange Privileges
Shareholders of a Fund may exchange their shares at net asset value for shares
of the same Class in certain other of the Smith Barney Mutual Funds as set
forth in the prospectus for such Fund. Class A shareholders who wish to
exchange all or part of their shares for Class A shares of a Fund sold subject
to a sales charge equal to or lower that that assessed with respect to the
shares of the Fund being exchanged may do so without paying a sales charge.
Class A shareholders of a Fund who wish to exchange all or part of their
shares for Class A shares of a Fund sold subject to a sales charge higher than
that assessed with respect to the shares of the Fund being exchanged are
charged the appropriate "sales charge differential." Funds only permit
exchanges into shares of money market funds having a plan under
the Rule if, as permitted by paragraph (b) (5) of Rule 11a-3 under the 1940
Act, either (i) the time period during which the shares of the money market
funds are held is included in the calculations of the CDSC or (ii) the time
period is not included but the amount of the CDSC is reduced by the amount of
any payments made under a plan adopted pursuant to the Rule by the money
market funds with respects to those shares. Currently, the Funds include the
time period during which shares of the money market fund are held in the CDSC
period. The exchange privileges applicable to all Classes of shares must
comply with Rule 11a-3 under the 1940 Act.
Smith Barney Sponsored Investment Companies
Operating under Rule 18f-3 - Schedule A
(as of February 28, 1997)
Smith Barney Adjustable Rate Government Income Fund
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Arizona Municipals Fund Inc.
Smith Barney California Municipals Fund
Smith Barney Equity Funds -
Concert Social Awareness Fund
Smith Barney Growth and Income Fund
Smith Barney Fundamental Value Fund Inc.
Smith Barney Funds, Inc. -
Equity Income Portfolio
Income Return Account Portfolio
Short-Term U.S. Treasury Securities Portfolio
U.S. Government Securities Portfolio
Smith Barney Income Funds -
Smith Barney Premium Total Return Fund
Smith Barney Convertible Fund
Smith Barney Diversified Strategic Income Fund
Smith Barney High Income Fund
Smith Barney Tax-Exempt Income Fund
Smith Barney Exchange Reserve Fund
Smith Barney Utilities Fund
Smith Barney Investment Trust -
Smith Barney Intermediate Maturity
California Municipals Fund
Smith Barney Intermediate Maturity
New York Municipals Fund
Smith Barney Investment Funds Inc. -
Smith Barney Special Equities Fund
Smith Barney Government Securities Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Growth Opportunity Fund
Smith Barney Managed Growth Fund
Smith Barney Institutional Cash Management Fund Inc.
Smith Barney Managed Governments Fund Inc.
Smith Barney Managed Municipals Fund Inc.
Smith Barney Massachusetts Municipals Fund
Smith Barney Money Funds, Inc. -
Cash Portfolio
Government Portfolio
Retirement Portfolio
Smith Barney Municipal Money Market Fund, Inc.
Smith Barney Muni Funds -
California Money Market Portfolio
Florida Portfolio
Georgia Portfolio
Limited Term Portfolio
National Portfolio
New York Portfolio
New York Money Market Portfolio
Ohio Portfolio
Pennsylvania Portfolio
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney Oregon Municipals Fund
Smith Barney Natural Resources Fund Inc.
Smith Barney Telecommunications Trust -
Smith Barney Telecommunications Income Fund
Smith Barney World Funds, Inc. -
International Equity Portfolio
International Balanced Portfolio
European Portfolio
Pacific Portfolio
Global Government Bond Portfolio
Emerging Markets Portfolio
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<NAME> SMITH BARNEY ADJUSTABLE RATE GOVERNMENT INCOME FUND. CLASS A
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<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 174,223,905
<INVESTMENTS-AT-VALUE> 175,575,511
<RECEIVABLES> 31,051,908
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<ACCUMULATED-NII-CURRENT> 2,853,921
<OVERDISTRIBUTION-NII> (3,951,029)
<ACCUMULATED-NET-GAINS> (7,158,476)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,313,461
<NET-ASSETS> 145,171,205
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<INTEREST-INCOME> 4,113,116
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<EXPENSES-NET> 1,179,284
<NET-INVESTMENT-INCOME> 2,933,832
<REALIZED-GAINS-CURRENT> (91,488)
<APPREC-INCREASE-CURRENT> 1,651,610
<NET-CHANGE-FROM-OPS> 4,493,954
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,799,517
<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-SOLD> 4,396,483
<NUMBER-OF-SHARES-REDEEMED> 6,290,810
<SHARES-REINVESTED> 300,484
<NET-CHANGE-IN-ASSETS> (16,196,650)
<ACCUMULATED-NII-PRIOR> 9,851,103
<ACCUMULATED-GAINS-PRIOR> (7,066,988)
<OVERDISTRIB-NII-PRIOR> (9,931,014)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 301,547
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,179,284
<AVERAGE-NET-ASSETS> 174,961
<PER-SHARE-NAV-BEGIN> 9.84
<PER-SHARE-NII> 0.20
<PER-SHARE-GAIN-APPREC> 0.11
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.27
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.88
<EXPENSE-RATIO> 1.58
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<AVG-DEBT-PER-SHARE> 0
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 174,223,905
<INVESTMENTS-AT-VALUE> 175,575,511
<RECEIVABLES> 31,051,908
<ASSETS-OTHER> 15,793
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 206,643,212
<PAYABLE-FOR-SECURITIES> 7,042,833
<SENIOR-LONG-TERM-DEBT> 0
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<TABLE> <S> <C>
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<CIK> 0000887428
<NAME> SMITH BARNEY ADJUSTABLE RATE GOVERNMENT INCOME FUND. CLASS C
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